10-Q

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 September 30, 2016

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

(Address of principal executive offices and Zip Code)

(919) 998-2000

(Registrant’s telephone number, including area code)

Quintiles Transnational Holdings Inc.

(Former name, former address and former fiscal year, if changed since last report)

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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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	☐

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	246,181,560 shares outstanding as of October 26, 2016

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 and nine months ended September 30, 2016 and 2015	3
	Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2016 and 2015	4
	Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015	6
	Notes to Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	31
Item 4.	Controls and Procedures	31
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	53
Item 6.	Exhibits	54
SIGNATURES		55
EXHIBIT INDEX		56

2

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands, except per share data)
Service revenues	$	1,136,423		$	1,093,480		$	3,411,509		$	3,197,820
Reimbursed expenses		360,750			331,289			1,128,422			1,018,069
Total revenues		1,497,173			1,424,769			4,539,931			4,215,889
Costs of revenue, service costs		703,791			683,058			2,144,996			2,028,730
Costs of revenue, reimbursed expenses		360,750			331,289			1,128,422			1,018,069
Selling, general and administrative expenses		233,645			231,415			700,787			676,919
Restructuring costs		(467	)		11,984			27,791			23,542
Merger related costs		3,747			—			12,689			—
Impairment charges		27,937			—			27,937			—
Income from operations		167,770			167,023			497,309			468,629
Interest income		(706	)		(1,141	)		(2,170	)		(3,470	)
Interest expense		24,505			25,429			72,947			76,256
Loss on extinguishment of debt		—			—			—			7,780
Other expense (income), net		1,667			(934	)		3,370			7,864
Income before income taxes and equity in earnings (losses) of unconsolidated affiliates		142,304			143,669			423,162			380,199
Income tax expense		38,525			40,192			117,912			107,980
Income before equity in earnings (losses) of unconsolidated affiliates		103,779			103,477			305,250			272,219
Equity in earnings (losses) of unconsolidated affiliates		195			5,362			(952	)		7,998
Net income		103,974			108,839			304,298			280,217
Net (income) loss attributable to non-controlling interests		(4,807	)		2,447			(11,704	)		2,418
Net income attributable to Quintiles IMS Holdings, Inc.	$	99,167		$	111,286		$	292,594		$	282,635
Earnings per share attributable to common stockholders:
Basic	$	0.83		$	0.91		$	2.45		$	2.28
Diluted	$	0.82		$	0.89		$	2.41		$	2.24
Weighted average common shares outstanding:
Basic		118,919			122,848			119,277			123,728
Diluted		121,156			125,339			121,371			126,443

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 September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in thousands)
Net income	$	103,974		$	108,839		$	304,298		$	280,217
Comprehensive income adjustments:
Unrealized gains (losses) on available-for-sale securities, net of income taxes of $12, ($40), $5 and ($135)		18			(64	)		7			(215	)
Unrealized (losses) gains on derivative instruments, net of income taxes of $634, ($3,885), ($6,828) and ($4,598)		(256	)		(8,440	)		(19,524	)		(8,660	)
Defined benefit plan adjustments, net of income taxes of $45 and $116		(45	)		—			139			—
Foreign currency translation, net of income taxes of ($1,359), ($1,563), ($6,162) and ($4,228)		(10,582	)		(23,435	)		(34,119	)		(40,440	)
Reclassification adjustments:
Losses on derivative instruments included in net income, net of income taxes of $1,713, $1,377, $4,144 and $4,623		5,949			2,612			13,450			9,950
Amortization of actuarial losses included in net income, net of income taxes of $82, $83, $233 and $251		147			142			428			429
Comprehensive income		99,205			79,654			264,679			241,281
Comprehensive (income) loss attributable to non-controlling interests		(1,920	)		5,013			(1,695	)		4,984
Comprehensive income attributable to Quintiles IMS Holdings, Inc.	$	97,285		$	84,667		$	262,984		$	246,265

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

4

QUINTILES IMS HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016			December 31, 2015
	(unaudited)			(Note 1)
	(in thousands, except per share data)
ASSETS
Current assets:
Cash and cash equivalents	$	1,209,677		$	977,151
Restricted cash		2,547			2,478
Trade accounts receivable and unbilled services, net		1,207,503			1,165,749
Prepaid expenses		57,318			50,624
Deferred income taxes		—			100,978
Income taxes receivable		26,568			34,089
Investments in debt, equity and other securities		39,878			—
Other current assets and receivables		99,641			80,916
Total current assets		2,643,132			2,411,985
Property and equipment, net		184,189			188,393
Investments in debt, equity and other securities		8,000			32,911
Investments in unconsolidated affiliates		60,386			52,382
Goodwill		691,441			719,740
Other identifiable intangibles, net		346,816			368,106
Deferred income taxes		95,818			42,684
Deposits and other assets		99,020			110,115
Total assets	$	4,128,802		$	3,926,316
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	904,095		$	906,241
Unearned income		624,079			584,646
Income taxes payable		15,953			35,173
Current portion of long-term debt and obligations held under capital leases		48,500			48,513
Other current liabilities		27,321			19,603
Total current liabilities		1,619,948			1,594,176
Long-term debt and obligations held under capital leases, less current portion		2,387,114			2,419,293
Deferred income taxes		13,102			65,702
Other liabilities		190,565			182,826
Total liabilities		4,210,729			4,261,997
Commitments and contingencies
Stockholders’ deficit:
Common stock and additional paid-in capital, 300,000 shares authorized, $0.01 par value, 119,395 and 119,378 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively		48,762			8,784
Accumulated deficit		(221,218	)		(461,635	)
Accumulated other comprehensive loss		(140,976	)		(111,366	)
Deficit attributable to Quintiles IMS Holdings, Inc.’s stockholders		(313,432	)		(564,217	)
Non-controlling interests		231,505			228,536
Total stockholders’ deficit		(81,927	)		(335,681	)
Total liabilities and stockholders’ deficit	$	4,128,802		$	3,926,316

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)

	Nine Months Ended September 30,
	2016			2015
	(in thousands)
Operating activities:
Net income	$	304,298		$	280,217
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization		98,368			93,224
Amortization of debt issuance costs and discount		5,058			7,485
Amortization of accumulated other comprehensive loss on terminated interest rate swaps		3,100			4,781
Stock-based compensation		34,357			28,702
Impairment of goodwill and identifiable intangible assets		27,937			—
Loss (earnings) from unconsolidated affiliates		5,417			(7,965	)
(Benefit from) provision for deferred income taxes		(4,225	)		23,252
Excess income tax benefits from stock-based award activities		(14,180	)		(35,144	)
Changes in operating assets and liabilities:
Change in accounts receivable, unbilled services and unearned income		(16,343	)		(170,279	)
Change in other operating assets and liabilities		(30,840	)		45,103
Net cash provided by operating activities		412,947			269,376
Investing activities:
Acquisition of property, equipment and software		(78,076	)		(56,692	)
Acquisition of businesses, net of cash acquired		—			31,001
Purchase of trading securities		(39,440	)		—
Proceeds from corporate owned life insurance policies		20,938			—
Proceeds from sale of cost method investments		26,042			—
Investments in unconsolidated affiliates, net of payments received		(13,235	)		(4,840	)
Termination of interest rate swaps		—			(10,981	)
Other		1,921			2,111
Net cash used in investing activities		(81,850	)		(39,401	)
Financing activities:
Proceeds from issuance of debt		—			2,248,500
Payment of debt issuance costs		—			(22,028	)
Repayment of debt and principal payments on capital lease obligations		(37,616	)		(2,048,211	)
Stock issued under employee stock purchase and option plans		42,930			58,323
Repurchase of common stock		(97,637	)		(250,000	)
Excess income tax benefits from stock-based award activities		14,180			35,144
Net cash (used in) provided by financing activities		(78,143	)		21,728
Effect of foreign currency exchange rate changes on cash		(20,428	)		(37,257	)
Increase in cash and cash equivalents		232,526			214,446
Cash and cash equivalents at beginning of period		977,151			867,358
Cash and cash equivalents at end of period	$	1,209,677		$	1,081,804

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

Unaudited Interim Financial Information

On October 3, 2016, Quintiles Transnational Holdings Inc. (“Quintiles”) completed its previously announced merger of equals transaction (the “Merger”) with IMS Health Holdings, Inc. (“IMS Health”). Pursuant to the terms of the merger agreement dated as of May 3, 2016 between Quintiles and IMS Health (the “Merger Agreement”), 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 “Surviving Corporation”). The Surviving Corporation changed its name to Quintiles IMS Holdings, Inc. (the “Company”). At the effective time of the Merger, each issued and outstanding share of IMS Health common stock, par value $0.01 per share (“IMS Health common stock”), was automatically converted into 0.3840 of a share of the Company’s common stock, par value $0.01 per share. Because the closing of the Merger occurred subsequent to the date of these financial statements, IMS Health’s results of operations are not included in the accompanying condensed consolidated financial statements. See Note 18 for additional information regarding the Merger.

The accompanying unaudited condensed consolidated financial statements of Quintiles IMS Holdings, Inc. and its subsidiaries 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, 2016. 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, 2015. The balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements of the Company but does not include all the disclosures required by GAAP.

Investments in Marketable Securities

Investments in marketable securities are classified as either trading or available-for-sale and measured at fair market value. Realized and unrealized gains and losses on trading securities are included in other expense (income), net on the accompanying condensed consolidated statements of income. Realized gains and losses on available-for-sale securities are included in other expense (income), net on the accompanying condensed consolidated statements of income. Unrealized gains and losses, net of deferred income taxes, on available-for-sale securities are included in the accumulated other comprehensive income (loss) (“AOCI”) component of stockholders’ deficit until realized. Any gains or losses from the sales of investments or other-than-temporary declines in fair value are computed by specific identification.

Recently Issued Accounting Standards

Accounting pronouncement adopted

In November 2015, the United States Financial Accounting Standards Board (“FASB”) issued new accounting guidance which removed the requirement that deferred income tax assets and liabilities be classified as either current or non-current in a classified statement of financial position and instead requires deferred income tax assets and liabilities to be classified as non-current. The Company adopted this new accounting guidance prospectively on January 1, 2016.

Accounting pronouncements being evaluated

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.

7

In March 2016, the FASB issued new accounting guidance which simplifies several aspects of the accounting for employee stock-based payment 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 expects to adopt this new accounting guidance as required on January 1, 2017. Under the new accounting guidance, excess income tax benefits related to stock-based awards will be reflected as a reduction of income tax expense on the statements of income and as cash provided from operating activities. Under existing guidance, these tax benefits are reflected directly in additional paid-in capital and as cash provided from financing activities. The Company recognized $14.2 million of such income tax benefits in the nine months ended September 30, 2016.The Company does not expect the adoption of this new accounting guidance to impact the recognition of its stock-based compensation expense or its presentation of cash flows related to employee taxes paid for withheld shares.

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 new standard also 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. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this new standard on its consolidated financial statements, the date of adoption, and the transition approach to implement the new standard.

2. Employee Stock Compensation

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Stock options	—			10,000		783,700		986,900
Stock appreciation rights		15,200	—			40,400		176,200
Restricted stock awards		86,356	—			86,356	—
Restricted stock units		120,845		2,553		494,681		239,763
Performance units	—		—			119,839		51,977

The restricted stock awards issued during 2016 will vest in three equal quarterly installments on June 30, September 30 and December 31, 2017.

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

	September 30, 2016		December 31, 2015
Stock options		5,934,854		6,647,999
Stock appreciation rights		512,876		530,701
Restricted stock awards		86,356	—
Restricted stock units		777,331		359,553
Performance units		164,886		49,667

8

All performance units outstanding at the date of the Merger were converted into restricted stock units with service based vesting requirements.

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 September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Expected volatility	26 – 29%		26 –36%		26 – 30%		26 – 41%
Weighted average expected volatility		27%		30%		28%		35%
Expected dividends		0.0%		0.0%		0.0%		0.0%
Expected term (in years)	3.6 – 6.6		3.7 – 6.7		3.6 – 6.6		3.7 – 6.7
Risk-free interest rate	0.96 – 1.36%		1.08 – 1.83%		0.80 – 1.57%		1.06 – 2.00%

The Company issued 89,425 shares and 90,079 shares of common stock for purchases under its employee stock purchase plan during the nine months ended September 30, 2016 and 2015, respectively.

The Company recognized stock-based compensation expense of $15.6 million and $8.4 million during the three months ended September 30, 2016 and 2015, respectively, and $34.4 million and $28.7 million during the nine months ended September 30, 2016 and 2015, respectively.

3. Concentration of Credit Risk

No client accounted for 10% or more of consolidated service revenues for the three and nine months ended September 30, 2016 or 2015.

4. Accounts Receivable and Unbilled Services

Accounts receivable and unbilled services consist of the following (in thousands):

	September 30, 2016			December 31, 2015
Trade:
Billed	$	552,326		$	553,652
Unbilled services		660,798			614,381
		1,213,124			1,168,033
Allowance for doubtful accounts		(5,621	)		(2,284	)
	$	1,207,503		$	1,165,749

5. Investments – Debt, Equity and Other Securities

Current

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. Net realized and unrealized gains were approximately $1.7 million and $2.4 million during the three and nine months ended September 30, 2016, respectively.

Long-term

The Company’s long-term investments in debt, equity and other securities consist primarily of cost method investments.

The Company is party to a joint venture with the Samsung Group to provide biopharmaceutical contract manufacturing services in South Korea. The Company’s investment in the joint venture totaled $27.2 million at December 31, 2015. During the second quarter of 2016, the Company exercised its right to sell a portion of its ownership interest in the joint venture to the Samsung Group in exchange for approximately $26.0 million. As of September 30, 2016, the Company’s investment in the joint venture totaled approximately $1.2 million (representing an ownership interest of less than 1%).

9

In December 2011, the Company and Intarcia Therapeutics (“Intarcia”) entered into an alliance to develop a new therapy for type 2 diabetes whereby Intarcia will use the Company to conduct Phase III pivotal clinical trials and a cardiovascular outcomes clinical trial. Under the alliance, the Company acquired $5.0 million of preferred stock of Intarcia.

6. Variable Interest Entities

As of September 30, 2016, the Company’s investments in unconsolidated variable interest entities (“VIEs”) and its estimated maximum exposure to loss were as follows (in thousands):

	Investments in Unconsolidated VIEs		Maximum Exposure to Loss
NovaQuest Pharma Opportunities Fund III, L.P.	$	41,233	$	48,094
NovaQuest Pharma Opportunities Fund IV, L.P.		8,200		19,951
	$	49,433	$	68,045

The Company has committed to invest up to $50 million as a limited partner in NovaQuest Pharma Opportunities Fund III, L.P. (“Fund III”). As of September 30, 2016, the Company has funded approximately $43.1 million and has approximately $6.9 million of remaining funding commitments. As of September 30, 2016 and December 31, 2015, the Company had a 10.9% ownership interest in Fund III. The Company’s maximum exposure to loss on Fund III is limited to its investment and remaining funding commitments.

The Company has committed to invest up to $20 million as a limited partner in NovaQuest Pharma Opportunities Fund IV, L.P. (“Fund IV”). As of September 30, 2016, the Company has funded approximately $8.2 million and has approximately $11.8 million of remaining funding commitments. As of September 30, 2016 and December 31, 2015, the Company had a 2.3% ownership interest in Fund IV. The Company’s maximum exposure to loss on Fund IV is limited to its investment and remaining funding commitments.

The Company has determined that Fund III and Fund IV (collectively “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. Although the Company does not have a controlling financial interest in either of the Funds, the Company has determined that it has the ability to exercise significant influence. Accordingly, the Company 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

The following is a summary of goodwill by segment for the nine months ended September 30, 2016 (in thousands):

				Integrated
	Product			Healthcare
	Development			Services			Consolidated
Balance as of December 31, 2015	$	602,106		$	117,634		$	719,740
Impairment	—				(23,147	)		(23,147	)
Impact of foreign currency fluctuations and other		(9,765	)		4,613			(5,152	)
Balance as of September 30, 2016	$	592,341		$	99,100		$	691,441

As of September 30, 2016, accumulated impairment losses were $23.1 million. See Note 13 for additional information regarding impairment losses.

8. Derivatives

As of September 30, 2016, the Company held the following derivative positions: (i) forward exchange contracts to protect against foreign exchange movements for certain forecasted foreign currency cash flows related to service contracts and (ii) interest rate swaps to hedge the exposure to variability in interest payments on variable interest rate debt. The Company does not use derivative financial instruments for speculative or trading purposes.

10

As of September 30, 2016, the Company had nine open foreign exchange forward contracts to hedge certain forecasted foreign currency cash flow transactions occurring in 2016 and the first six months of 2017 with notional amounts totaling $118.8 million. These contracts were executed to hedge the risk of the potential volatility in the cash flows resulting from fluctuations in currency exchange rates during the remainder of 2016 and the first six months of 2017. These transactions are accounted for as cash flow hedges, as such, the effective portion of the gain or loss on the contracts is recorded as unrealized gains (losses) on derivatives included in AOCI. For accounting purposes these hedges are deemed to be highly effective. As of September 30, 2016 and December 31, 2015, the Company had recorded gross unrealized losses of $8.6 million and $5.2 million, respectively, related to foreign exchange forward contracts. Upon expiration of the hedge instruments in 2016 and the first six months of 2017, the Company will reclassify the unrealized holding gains and losses on the derivative instruments included in AOCI into earnings. The unrealized losses are included in other current liabilities on the accompanying condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015.

On June 3, 2015, the Company entered into seven forward starting interest rate swaps with a notional value of $440.0 million 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 between March 31, 2017 and March 31, 2020. The critical terms of the interest rate swaps are substantially the same as those of the Company’s senior secured credit facilities, including quarterly interest settlements. 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, changes in the fair value of these derivative instruments are recorded as unrealized gains (losses) on derivatives included in AOCI. 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 condensed consolidated statements of income. These payments, together with the variable rate of interest incurred on the underlying debt, result in a fixed rate of interest of 2.1% plus the applicable margin on the affected borrowings. These interest rate swaps will result in a total debt mix of approximately 50% fixed rate debt and 50% variable rate debt. The Company expects that $5.3 million of unrealized losses will be reclassified out of AOCI and will form the interest rate swap component of the 2.1% fixed rate of interest incurred over the next 12 months as the underlying net payments are settled.

The fair values of the Company’s derivative instruments designated as hedging instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table (in thousands):

	Balance Sheet Classification	September 30, 2016		December 31, 2015
Foreign exchange forward contracts	Other current liabilities	$	8,564	$	5,194
Interest rate swaps	Other current liabilities	$	14,186	$	5,698

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

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
Foreign exchange forward contracts	$	3,668	$	(3,795	)	$	(3,370	)	$	2,594
Interest rate swaps		4,372		(4,541	)		(5,388	)		(1,279	)
Total	$	8,040	$	(8,336	)	$	(8,758	)	$	1,315

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.

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• 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.

Recurring Fair Value Measurements

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured on a recurring basis as of September 30, 2016 (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	39,878	$	—	$	—	$	39,878
Available-for-sale securities		408	—		—			408
Total	$	40,286	$	—	$	—	$	40,286
Liabilities:
Foreign exchange forward contracts	$	—	$	8,564	$	—	$	8,564
Interest rate swaps	—			14,186	—			14,186
Contingent consideration	—		—			4,500		4,500
Total	$	—	$	22,750	$	4,500	$	27,250

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.

Foreign exchange forward contracts — The Company values foreign exchange forward contracts using quoted market prices for identical instruments in less active markets or using other observable inputs.

Interest rate swaps — The Company values interest rate swaps 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 nine months ended September 30 (in thousands):

	Contingent Consideration – Accounts Payable and Accrued Expenses
	2016		2015
Balance as of January 1	$	4,374	$	1,452
Revaluations included in earnings		126		6,002
Balance as of September 30	$	4,500	$	7,454

The revaluations for 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. See Note 13 for additional information.

As of September 30, 2016, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaling approximately $1,106.0 million and were identified as Level 3. These assets are comprised of cost and equity method investments of $67.8 million, goodwill of $691.4 million and other identifiable intangibles, net of $346.8 million.

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The estimated fair value of the Company’s long-term debt approximates its carrying value as of September 30, 2016 and December 31, 2015. The estimated fair value of the long-term debt is primarily based on rates in which the debt is traded among banks.

10. Stockholders’ Deficit

Equity Repurchase Program

During the nine months ended September 30, 2016, the Company repurchased 1,486,679 shares of its common stock under a previously approved equity repurchase program (the “Repurchase Program”) at an average market price per share of $65.67 for an aggregate purchase price of $97.6 million. From the plan’s inception in October 2013 through September 30, 2016, the Company has repurchased a total of $678.2 million of its securities under the Repurchase Program, consisting of $59.1 million of stock options and $619.1 million of common stock. As of September 30, 2016, the Company has remaining authorization to repurchase up to $46.8 million of its common stock under the Repurchase 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. See Note 18 for additional information.

Non-controlling Interests

Below is a summary of non-controlling interests for the nine months ended September 30 (in thousands):

	2016			2015
Balance as of January 1	$	228,536		$	49
Investment by non-controlling interest		1,274			231,030
Comprehensive income (loss):
Net income (loss)		11,704			(2,418	)
Foreign currency adjustments, net of income tax		(10,009	)		(2,566	)
Balance as of September 30	$	231,505		$	226,095

11. Restructuring

2016 Plan

During 2016, the Company’s Board of Directors (the “Board”) approved a restructuring plan for approximately $41 million, primarily for severance and other exit costs, to align its resources and reduce overcapacity. These actions are expected to continue throughout 2016 and 2017, and are expected to consist of severance, facility closure and other exit-related costs. During the nine months ended September 30, 2016, the Company has recognized approximately $22.3 million, $2.2 million and $2.1 million of restructuring costs related to this plan for activities in the Product Development segment, Integrated Healthcare Services segment and corporate activities, respectively.

2015 Plans

During 2015, the Board approved a restructuring plan for approximately $30.0 million to align the Company’s resources and reduce overcapacity. These actions are expected to continue throughout 2016, and are expected to consist of severance, facility closure and other exit-related costs. Since the start of this plan in 2015, the Company has recognized approximately $12.0 million, $8.9 million and $952,000 of restructuring costs related to this plan for activities in the Product Development segment, Integrated Healthcare Services segment and corporate activities, respectively.

Also, in connection with consummating the joint venture transaction with Quest Diagnostics Incorporated, during 2015, a restructuring plan was approved to reduce facility overcapacity and eliminate redundant roles. These actions are expected to continue throughout 2016 and 2017, and are expected to consist of severance, facility closure and other exit-related costs of approximately $14.0 million. Since the start of this plan in 2015, the Company has recognized approximately $9.6 million of restructuring costs related to this plan for activities in the Product Development segment.

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The following amounts were recorded for the restructuring plans (in thousands):

	Severance and Related Costs			Exit Costs			Total
Balance at December 31, 2015	$	12,179		$	1,385		$	13,564
Expense, net of reversals		26,470			1,321			27,791
Payments		(23,419	)		(1,658	)		(25,077	)
Foreign currency translation and other		(1,858	)		827			(1,031	)
Balance at September 30, 2016	$	13,372		$	1,875		$	15,247

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 September 30, 2016 will be paid in 2016 and 2017.

12. Merger Related Costs

Merger related costs include the direct and incremental costs associated with the Merger such as investment banking, legal, accounting and consulting fees. The Company recognized approximately $3.7 million and $12.7 million of such costs during the three and nine months ended September 30, 2016, respectively.

13. Impairment Charges

During the third quarter of 2016 as part of its annual impairment review, the Company determined that it was more likely than not that the fair value of its Encore reporting unit was less than its carrying amount due to certain strategic initiatives not performing as expected resulting in a decline in service revenues. The Company performed a quantitative analysis using the present value of the estimated future cash flows, which confirmed that the Encore reporting unit’s goodwill was impaired. The Company proceeded to perform step two of its Encore goodwill impairment assessment which resulted in the recognition of impairment losses of $23.1 million and $4.8 million for other-than-temporary declines in the fair value of goodwill and identifiable intangible assets, respectively.

14. Employee Benefit Plans

Defined Benefit Plans

The following table summarizes the components of pension expense related to the Company’s defined benefit plans (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service cost	$	4,491		$	3,554		$	13,122		$	11,419
Interest cost		891			867			2,741			2,600
Expected return on plan assets		(805	)		(869	)		(2,549	)		(2,583	)
Amortization of actuarial losses		229			225			661			680
	$	4,806		$	3,777		$	13,975		$	12,116

Other

As of September 30, 2016 and December 31, 2015, the Company had a severance accrual included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets of $2.4 million and $3.3 million, respectively. The Company recognizes obligations associated with severance related to contractual termination benefits at fair value on the date that it is probable that the affected employees will be entitled to the benefit and the amount can reasonably be estimated. The severance accrual is related to cost reduction programs that will result in severance for approximately 270 positions. During the first nine months of 2016, the Company recognized approximately $513,000 of net reversals related to these cost reduction programs in the Product Development segment, primarily as a result of affected individuals transferring into other positions within the Company. The Company expects the majority of the severance accrual at September 30, 2016 will be paid in 2017.

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The following amounts were recorded for the severance associated with cost reduction programs (in thousands):

Balance at December 31, 2015	$	3,337
Expense, net of reversals		(513	)
Payments		(344	)
Foreign currency translation		(45	)
Balance at September 30, 2016	$	2,435

15. Comprehensive Income

Below is a summary of the components of AOCI (in thousands):

	Foreign Currency Translation			Available-for-Sale Securities			Derivative Instruments			Defined Benefit Plans			Income Taxes			Total
Balance at December 31, 2015	$	(116,830	)	$	(708	)	$	(13,992	)	$	(13,264	)	$	33,428		$	(111,366	)
Other comprehensive (loss) income before reclassifications		(30,272	)		12			(26,352	)		255			12,869			(43,488	)
Reclassification adjustments		—			—			17,594			661			(4,377	)		13,878
Balance at September 30, 2016	$	(147,102	)	$	(696	)	$	(22,750	)	$	(12,348	)	$	41,920		$	(140,976	)

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

	Affected Financial Statement	Three Months Ended September 30,				Nine Months Ended September 30,
Reclassification Adjustments	Line Item	2016		2015		2016		2015
Derivative instruments:
Interest rate swaps	Interest expense	$	1,600	$	3,130	$	4,700	$	9,233
Foreign exchange forward contracts	Service revenues		6,062		859		12,894		5,340
Total before income taxes			7,662		3,989		17,594		14,573
Income tax benefit			1,713		1,377		4,144		4,623
Total net of income taxes		$	5,949	$	2,612	$	13,450	$	9,950
Defined benefit plans:
Amortization of actuarial losses	See Note 14	$	229	$	225	$	661	$	680
Total before income taxes			229		225		661		680
Income tax benefit			82		83		233		251
Total net of income taxes		$	147	$	142	$	428	$	429

16. Segments

The following table presents the Company’s operations by reportable segment. The Company is managed through two reportable segments, Product Development and Integrated Healthcare Services. Product Development, which primarily serves biopharmaceutical clients engaged in research and development, provides clinical research and clinical trial services. Integrated Healthcare Services provides commercialization services to biopharmaceutical clients and research, analytics, real-world and late phase research, and other services to both biopharmaceutical clients and the broader healthcare market.

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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 restructuring costs, merger related costs or impairment charges to its segments. Information presented below is in thousands:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service revenues
Product Development	$	874,312		$	810,045		$	2,601,909		$	2,345,971
Integrated Healthcare Services		262,111			283,435			809,600			851,849
Total service revenues		1,136,423			1,093,480			3,411,509			3,197,820
Costs of revenue, service costs
Product Development		499,638			461,858			1,513,353			1,352,730
Integrated Healthcare Services		204,153			221,200			631,643			676,000
Total costs of revenue, service costs		703,791			683,058			2,144,996			2,028,730
Selling, general and administrative expenses
Product Development		167,732			166,758			505,378			478,643
Integrated Healthcare Services		35,172			38,186			111,422			114,953
General corporate and unallocated		30,741			26,471			83,987			83,323
Total selling, general and administrative expenses		233,645			231,415			700,787			676,919
Income from operations
Product Development		206,942			181,429			583,178			514,598
Integrated Healthcare Services		22,786			24,049			66,535			60,896
General corporate and unallocated		(30,741	)		(26,471	)		(83,987	)		(83,323	)
Restructuring costs		467			(11,984	)		(27,791	)		(23,542	)
Merger related costs		(3,747	)		—			(12,689	)		—
Impairment charges		(27,937	)		—			(27,937	)		—
Total income from operations	$	167,770		$	167,023		$	497,309		$	468,629

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Depreciation and amortization expense
Product Development	$	29,593	$	26,681	$	82,575	$	74,110
Integrated Healthcare Services		4,020		5,118		12,549		15,497
General corporate and unallocated		990		1,085		3,244		3,617
Total depreciation and amortization expense	$	34,603	$	32,884	$	98,368	$	93,224

17. 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 if they are subject to performance conditions or if the effect of including such stock-based awards in the computation would be anti-dilutive (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Shares subject to performance conditions		198		51		161		40
Shares subject to anti-dilutive stock-based awards		718		952		1,198		1,036
Total shares excluded from diluted earnings per share		916		1,003		1,359		1,076

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.

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18. Subsequent Events

Merger

On October 3, 2016, pursuant to the terms of the Merger Agreement, IMS Health merged with and into Quintiles, with Quintiles continuing as the Surviving Corporation. The combination of Quintiles and IMS Health capabilities and resources creates an information and technology enabled healthcare service provider with a full suite of end-to-end clinical and commercial offerings. The Merger will be accounted for as a business combination with Quintiles considered the accounting and the legal acquirer. 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. In addition, IMS Health equity awards held by current employees and certain members of the former IMS Health board of directors were converted into the Company’s equity awards after giving effect to the exchange ratio. The terms of these awards, including vesting provisions, are substantially consistent to those of the historical IMS Health equity awards. All of the Company’s and IMS Health’s performance units outstanding at the date of the Merger were converted into restricted stock units with service based vesting requirements. The merger consideration is estimated to be approximately $10.4 billion (based on the closing price of the Company’s common stock on October 3, 2016), and consists 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. The calculation of the estimated consideration is subject to change as the Company is in the process of completing the final analysis of certain components of the purchase price.

The Company has not completed the detailed valuations necessary to determine the estimated fair value of the assets acquired and the liabilities assumed. The Company estimates that $10 billion of fair value will be assigned to acquired assets, including $10 billion of identifiable tangible and intangible assets, and $9 billion of liabilities assumed, with the remainder representing approximately $9 billion of goodwill. Goodwill, primarily attributable to the assembled workforce of IMS Health and the expected synergies, will not be deductible for income tax purposes. The Company’s assessment of fair value and the purchase price accounting are preliminary and subject to change upon completion.

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, iii) to present transaction costs in the 2015 periods, and iv) 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.

The following table summarizes the pro forma results (in thousands, except earnings per share):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Product and service revenues	$	1,926,000	$	1,828,000	$	5,775,000	$	5,305,000
Reimbursed expenses		361,000		331,000		1,128,000		1,018,000
Total revenues	$	2,287,000	$	2,159,000	$	6,903,000	$	6,323,000
Net income attributable to Quintiles IMS Holdings, Inc.	$	88,000	$	113,000	$	255,000	$	525,000
Earnings per share attributable to common stockholders:
Basic	$	0.36	$	0.45	$	1.04	$	2.10
Diluted	$	0.35	$	0.44	$	1.02	$	2.04

Financing Transactions

On October 3, 2016, the Company repaid in full ($1,389.4 million) the term loans outstanding under the Quintiles Transnational Corp. senior secured credit facilities. These redemptions were funded by the proceeds of new debt issued by IMS Health on September 28, 2016 and therefore assumed by the Company upon closing of the Merger. This new debt issued on September 28, 2016, totaling principal amount of $1,750 million, consists of (i) $1,050 million of 5% senior notes due 2026 (the “5% Dollar Notes”) and (ii) €625 million of 3.5% senior notes due 2024 (the “3.5% Euro Notes” and, together with the 5% Dollar Notes, the “2016 Notes”). The 2016 Notes are unsecured obligations. The 5% Dollar Notes will mature on October 15, 2026 and will bear interest at the rate of 5% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017. The 3.5% Euro Notes will mature on October 15, 2024 and will bear interest at the rate of 3.5% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017.

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On October 3, 2016, the Company refinanced the term A loans due 2019 (approximately $884 million) assumed in the Merger with a term A loan facility due in 2021 for an aggregate principal amount of approximately $1,350 million comprised of both U.S. Dollar denominated term A loans and Euro denominated term A loans. Additionally, the revolving credit facility was refinanced to an aggregate principal amount equal to $1,000 million comprised of a $450 million senior secured revolving facility available in U.S. Dollars, a $400 million senior secured revolving facility available in U.S. Dollars, Euros, Swiss Francs and other foreign currencies and a $150 million senior secured revolving facility available in U.S. Dollars and Yen. Under certain circumstances, the maturity date of the term A loans and the senior secured revolving facility may be accelerated to 2020. The additional proceeds were used, in part, to fund the redemption of the $500 million of 6% Senior Notes due 2020 assumed in the Merger which occurred on November 1, 2016.

Equity Repurchase Program

On November 1, 2016, the Board increased its stock repurchase authorization under the previously approved equity repurchase program by $1.5 billion. The total authorization available for stock repurchases is approximately $1,546.8 million. The equity repurchase program does not obligate the Company to acquire any particular amount of common stock, and may be modified, extended, suspended or discontinued at any time.

Repatriation of Indefinitely Reinvested Earnings

As a result of the merger with IMS Health, the Company is currently evaluating the domestic and foreign cash positions for the Surviving Corporation. Absent the merger and as of September 30, 2016, the earnings of most of the Company's foreign subsidiaries are considered indefinitely reinvested outside the United States. If the Surviving Corporation determines that repatriation of some or all of these indefinitely reinvested earnings held outside of the United States may be needed to fund the stock repurchase or other merger related items, it could incur an additional income tax liability of up to an estimated $175.0 million.

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Item 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, 2015.

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, the ability of IMS Health Holdings, Inc. (“IMS Health”) and Quintiles Transnational Holdings Inc. (“Quintiles”) to integrate their businesses successfully and to achieve anticipated cost savings and other synergies; the possibility that other anticipated benefits of the proposed transaction 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 our combination with IMS Health through a “merger of equals” business combination (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 announcement or completion of 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 “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as updated by our quarterly reports on Form 10-Q.

Overview

Our business is currently organized in two reportable segments, Product Development and Integrated Healthcare Services. As a result of the Merger and beginning with our reporting for the year ending December 31, 2016, we expect our business will be organized in three reportable segments, Commercial Solutions, Research & Development Solutions and Integrated Engagement Services.

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Product Development

Product Development provides services and expertise that allow biopharmaceutical companies to outsource the clinical development process from first-in-man clinical trials to post-launch monitoring. Our comprehensive service offerings provide the support and functional expertise necessary at each stage of development, as well as the systems and analytical capabilities to help our clients improve product development efficiency and effectiveness. Product Development is comprised of clinical solutions and services and advisory services. Clinical solutions and services provides services necessary to develop biopharmaceutical products. These services include project management and clinical monitoring functions for conducting multi-site clinical trials (generally Phase II-IV), (collectively “core clinical”). These also include clinical trial support services that improve clinical trial decision-making, such as global clinical trial laboratories, data management, biostatistical, safety and pharmacovigilance, early clinical development trials (generally Phase I), and strategic planning and design services, which help improve decisions and performance. We also provide functional resourcing services that cover a range of areas. Advisory services provides strategy and management advisory services based on life science expertise and advanced analytics, as well as regulatory and compliance advisory services.

In July 2015, we combined our global clinical trials laboratory operations in our Product Development segment with the clinical trials laboratory operations of Quest Diagnostics Incorporated (“Quest”) with the resulting combined business referred to as Q² Solutions. We own 60% of Q² Solutions and Quest owns the remaining 40%. The Q² Solutions transaction was accounted for as a business combination and is included in our consolidated financial information since the acquisition date with a non-controlling interest for the portion which we do not own.

Integrated Healthcare Services

Integrated Healthcare Services provides a broad array of services including commercial services, such as providing contract biopharmaceutical sales forces in key geographic markets, as well as a growing number of healthcare business services for the broader healthcare sector. Our customized commercialization services are designed to accelerate the commercial success of biopharmaceutical and other health-related products. Service offerings include commercial services (sales representatives, strategy, marketing communications and other areas related to market access and commercialization), real-world and late phase research (drug therapy analysis, real-world research and evidence-based medicine, including research studies to prove a drug’s value), other healthcare services (comparative and cost-effectiveness research capabilities, decision support services, communication services and health engagement, medication adherence and health outcome optimization services, and web-based systems for measuring quality improvement), and electronic health records implementation and advisory services.

Reimbursed Expenses

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. For instance, these pass-through costs tend to be higher during the early phases of clinical trials as a result of patient recruitment efforts. 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 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, service costs on the condensed consolidated statements of income.

Foreign Currency Translation

In the first nine months of 2016, approximately 33% of our service revenues were denominated in currencies other than the United States dollar. Because a large portion of our service revenues and expenses are denominated in currencies other than the United States dollar 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 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.

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Consolidated Results of Operations

Please note the following discussion does not include the results of operations of IMS Health. Because the closing of the Merger occurred on October 3, 2016, IMS Health’s results of operations are not included in our results of operations or financial condition for the periods presented herein.

Backlog and Net New Business

Beginning with the third quarter of 2016, we are reporting net new business and backlog on an as-contracted basis (signed binding commitments and signed contracts during the period), for the Product Development segment only, with net new business reported on a rolling basis for the last twelve months. Previously, net new business included non-binding written awards, which was consistent with industry practice. We believe the “as-contracted” method is a more conservative and precise approach as it requires a higher threshold and less judgment for backlog inclusion. Net new business totaled $4.4 billion for the 12 months ended September 30, 2016 compared to $4.0 billion for the 12 months ended September 30, 2015. Third quarter contracted net new business was softer than usual and was impacted by a significant project cancellation in the latter part of the quarter resulting from the reprioritization of one client’s pipeline. Ending backlog was $9.4 billion at September 30, 2016, and we expect $2.7 billion of this backlog to convert to revenue in the next 12 months.

Summary Results of Operations

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

	Three								Three
	Months Ended		Change						Months Ended
	September 30,		Currency			Constant			September 30,
	2015		Impact			Currency			2016
	(in thousands)
Service revenues	$	1,093,480	$	3,485		$	39,458		$	1,136,423
Costs of revenue, service costs		683,058		(1,188	)		21,921			703,791
Selling, general and administrative expenses		231,415		(3,672	)		5,902			233,645
Restructuring costs		11,984		(10	)		(12,441	)		(467	)
Merger related costs		—		—			3,747			3,747
Impairment charges		—		—			27,937			27,937
Income from operations	$	167,023	$	8,355		$	(7,608	)	$	167,770

	Nine								Nine
	Months Ended		Change						Months Ended
	September 30,		Currency			Constant			September 30,
	2015		Impact			Currency			2016
	(in thousands)
Service revenues	$	3,197,820	$	2,332		$	211,357		$	3,411,509
Costs of revenue, service costs		2,028,730		(25,558	)		141,824			2,144,996
Selling, general and administrative expenses		676,919		(12,054	)		35,922			700,787
Restructuring costs		23,542		(318	)		4,567			27,791
Merger related costs		—		—			12,689			12,689
Impairment charges		—		—			27,937			27,937
Income from operations	$	468,629	$	40,262		$	(11,582	)	$	497,309

For information regarding our results of operations for Product Development and Integrated Healthcare Services, refer to “Segment Results of Operations” later in this section.

Service Revenues

	Three Months Ended September 30,				Change
	2016		2015		$		%
	(dollars in millions)
Service revenues	$	1,136.4	$	1,093.5	$	42.9		3.9	%

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For the third quarter of 2016, our service revenues increased $42.9 million, or 3.9%, as compared to the same period in 2015. This increase was comprised of constant currency service revenue growth of approximately $39.4 million, or 3.6%, and a positive impact of approximately $3.5 million from the effects of foreign currency fluctuations. The constant currency service revenue growth was comprised of a $69.5 million increase in Product Development, partially offset by a $30.1 million decrease in Integrated Healthcare Services.

	Nine Months Ended September 30,				Change
	2016		2015		$		%
	(dollars in millions)
Service revenues	$	3,411.5	$	3,197.8	$	213.7		6.7	%

For the first nine months of 2016, our service revenues increased $213.7 million, or 6.7%, as compared to the same period in 2015. This increase was comprised of constant currency service revenue growth of approximately $211.4 million, or 6.6%, and a positive impact of approximately $2.3 million from the effects of foreign currency fluctuations. The constant currency service revenue growth was comprised of a $267.1 million increase in Product Development, which includes the incremental impact from the businesses that Quest contributed to Q² Solutions, partially offset by a $55.7 million decrease in Integrated Healthcare Services.

Costs of Revenue, Service Costs

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(dollars in millions)
Costs of revenue, service costs	$	703.8		$	683.1		$	2,145.0		$	2,028.7
% of service revenues		61.9	%		62.5	%		62.9	%		63.4	%

When compared to the same period in 2015, service costs in the third quarter of 2016 increased $20.7 million. This increase included a constant currency increase in expenses of approximately $21.8 million, or 3.2%, partially offset by a positive impact of approximately $1.1 million from the effects of foreign currency fluctuations. The constant currency growth was comprised of a $44.4 million increase in Product Development, partially offset by a $22.6 million decrease in Integrated Healthcare Services.

When compared to the same period in 2015, service costs in the first nine months of 2016 increased $116.3 million. This increase included a constant currency increase in expenses of approximately $141.9 million, or 7.0%, partially offset by a positive impact of approximately $25.6 million from the effects of foreign currency fluctuations. The constant currency growth was comprised of a $193.5 million increase in Product Development, which included the incremental impact from the businesses that Quest contributed to Q² Solutions, partially offset by a $51.6 million decrease in Integrated Healthcare Services.

Selling, General and Administrative Expenses

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(dollars in millions)
Selling, general and administrative expenses	$	233.6		$	231.4		$	700.8		$	676.9
% of service revenues		20.6	%		21.2	%		20.5	%		21.2	%

The $2.2 million increase in selling, general and administrative expenses in the third quarter of 2016 included a constant currency increase of $5.9 million, or 2.6%, partially offset by a positive impact of approximately $3.7 million from the effects of foreign currency fluctuations. The constant currency growth was comprised primarily of a $3.9 million increase in Product Development and a $5.2 million increase in general corporate and unallocated expenses, partially offset by a $3.2 million decrease in Integrated Healthcare Services.

The $23.9 million increase in selling, general and administrative expenses in the first nine months of 2016 included a constant currency increase of $36.0 million, or 5.3%, partially offset by a positive impact of approximately $12.1 million from the effects of foreign currency fluctuations. The constant currency growth was comprised primarily of a $36.4 million increase in Product Development, which includes the incremental impact from the businesses that Quest contributed to Q² Solutions, and a $2.8 million increase in general corporate and unallocated expenses, partially offset by a $3.2 million decrease in Integrated Healthcare Services.

The constant currency increase in general corporate and unallocated expenses for both the three and nine months ended September 30, 2016, was primarily due to higher stock-based compensation expense.

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Restructuring Costs

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016		2015
	(in millions)
Restructuring costs	$	(0.5	)	$	12.0	$	27.8	$	23.5

During the three and nine months ended September 30, 2016, we recognized $467,000 of net reversals for changes in estimates and $27.8 million of restructuring charges, net of reversals, respectively, under our existing restructuring plans. The remaining actions under these plans are expected to occur throughout 2016 and 2017, and are expected to consist of severance, facility closure and other exit-related costs. We believe that these plans will result in annualized cost savings of approximately $90.0 million to $100.0 million.

Merger Related Costs

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in millions)
Merger related costs	$	3.7	$	—	$	12.7	$	—

During the three and nine months ended September 30, 2016, we recognized $3.7 million and $12.7 million, respectively, of such costs. Merger related costs include the direct and incremental costs associated with the Merger such as investment banking, legal, accounting and consulting fees.

Impairment Charges

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in millions)
Impairment charges	$	27.9	$	—	$	27.9	$	—

During the three and nine months ended September 30, 2016, the Company recognized $27.9 million of impairment losses for other than temporary declines in fair value of goodwill ($23.1 million) and identifiable intangible assets ($4.8 million) in our Encore reporting unit. See Note 13 to our condensed consolidated financial statements for additional information.

Interest Income and Interest Expense

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
	(in millions)
Interest income	$	(0.7	)	$	(1.1	)	$	(2.2	)	$	(3.5	)
Interest expense	$	24.5		$	25.4		$	72.9		$	76.3

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

Interest expense during the three and nine months ended September 30, 2016 was lower than the same periods in 2015 due to a decrease in the average rate of interest incurred on our debt as compared to the same periods in 2015. For the nine months ended September 30, 2016, these decreases were partially offset by an increase in the average debt outstanding, primarily as a result of the senior secured credit agreement and senior notes issued in May 2015.

Loss on Extinguishment of Debt

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in millions)
Loss on extinguishment of debt	$	—	$	—	$	—	$	7.8

In the second quarter of 2015, we recognized a $7.8 million loss on extinguishment of debt related to the refinancing of our senior secured credit facilities. The loss on extinguishment of debt included $1.1 million of unamortized debt issuance costs, $1.3 million of unamortized discount and $5.4 million of related fees and expenses.

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Other Expense (Income), Net

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016		2015
	(in millions)
Other expense (income), net	$	1.7	$	(0.9	)	$	3.4	$	7.9

Other expense (income), net for the third quarter of 2016 primarily consisted of $3.7 million of foreign currency net losses, partially offset by $1.7 million of investment gains. Other expense (income), net for the third quarter of 2015 primarily included $2.1 million of foreign currency net gains.

Other expense (income), net for the first nine months of 2016 primarily consisted of $6.3 million of foreign currency net losses, partially offset by $2.4 million of investment gains. Other expense (income), net for the first nine months of 2015 primarily consisted of $644,000 of foreign currency net losses and $6.0 million of expense related to the change in fair value of contingent consideration related to an acquisition.

Income Tax Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
	(in millions)
Income tax expense	$	38.5	$	40.2	$	117.9	$	108.0

The effective income tax rate was 27.1% and 28.0% in the third quarter of 2016 and 2015, respectively, and 27.9% and 28.4% in the first nine months of 2016 and 2015, respectively.

Equity in Earnings (Losses) of Unconsolidated Affiliates

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016			2015
	(in millions)
Equity in earnings (losses) of unconsolidated affiliates	$	0.2	$	5.4	$	(1.0	)	$	8.0

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

Net (Income) Loss Attributable to Non-controlling Interests

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016			2015		2016			2015
	(in millions)
Net (income) loss attributable to non-controlling interests	$	(4.8	)	$	2.4	$	(11.7	)	$	2.4

Net (income) loss attributable to non-controlling interests primarily included Quest’s interest in Q² Solutions.

Segment Results of Operations

Service revenues and income from operations by segment are as follows (dollars in millions):

Three Months Ended September 30, 2016 and 2015
	Service Revenues				Income from Operations						Operating Profit Margin
	2016		2015		2016			2015			2016			2015
Product Development	$	874.3	$	810.1	$	206.9		$	181.4			23.7	%		22.4	%
Integrated Healthcare Services		262.1		283.4		22.8			24.0			8.7			8.5
Total segments		1,136.4		1,093.5		229.7			205.4			20.2	%		18.8	%
General corporate and unallocated						(30.8	)		(26.4	)
Restructuring costs						0.5			(12.0	)
Merger related costs						(3.7	)		—
Impairment charges						(27.9	)		—
Consolidated	$	1,136.4	$	1,093.5	$	167.8		$	167.0

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Nine Months Ended September 30, 2016 and 2015
	Service Revenues				Income from Operations						Operating Profit Margin
	2016		2015		2016			2015			2016			2015
Product Development	$	2,601.9	$	2,346.0	$	583.2		$	514.6			22.4	%		21.9	%
Integrated Healthcare Services		809.6		851.8		66.5			60.9			8.2			7.1
Total segments		3,411.5		3,197.8		649.7			575.5			19.0	%		18.0	%
General corporate and unallocated						(84.0	)		(83.4	)
Restructuring costs						(27.8	)		(23.5	)
Merger related costs						(12.7	)		—
Impairment charges						(27.9	)		—
Consolidated	$	3,411.5	$	3,197.8	$	497.3		$	468.6

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 (“IT”), facilities and legal. We do not allocate restructuring costs, merger related costs or impairment charges to our segments.

Product Development

	Three Months Ended September 30,						Change
	2016			2015			$		%
	(dollars in millions)
Service revenues	$	874.3		$	810.1		$	64.2		7.9	%
Costs of revenue, service costs		499.6			461.9			37.7		8.2
as a percentage of service revenues		57.1	%		57.0	%
Selling, general and administrative expenses		167.8			166.8			1.0		0.6
as a percentage of service revenues		19.2	%		20.6	%
Segment income from operations	$	206.9		$	181.4		$	25.5		14.1	%
as a percentage of service revenues		23.7	%		22.4	%

	Nine Months Ended September 30,						Change
	2016			2015			$		%
	(dollars in millions)
Service revenues	$	2,601.9		$	2,346.0		$	255.9		10.9	%
Costs of revenue, service costs		1,513.4			1,352.7			160.7		11.9
as a percentage of service revenues		58.2	%		57.7	%
Selling, general and administrative expenses		505.3			478.7			26.6		5.6
as a percentage of service revenues		19.4	%		20.4	%
Segment income from operations	$	583.2		$	514.6		$	68.6		13.3	%
as a percentage of service revenues		22.4	%		21.9	%

Service Revenues

Product Development’s service revenues were $874.3 million in the third quarter of 2016, an increase of $64.2 million, or 7.9%, over the same period in 2015. This increase was comprised of constant currency service revenue growth of $69.5 million, or 8.6%, partially offset by a negative impact of approximately $5.3 million from the effects of foreign currency fluctuations. The constant currency service revenue growth primarily included $75.1 million from a volume-related increase from clinical solutions and services, partially offset by a decline in advisory services.

Product Development’s service revenues were $2,601.9 million in the first nine months of 2016, an increase of $255.9 million, or 10.9%, over the same period in 2015. This increase was comprised of constant currency service revenue growth of $267.1 million, or 11.4%, partially offset by a negative impact of approximately $11.2 million from the effects of foreign currency fluctuations. The constant currency service revenue growth primarily included $201.5 million from a volume-related increase from clinical solutions and services, and the incremental impact from the businesses that Quest contributed to Q² Solutions, partially offset by a decline in advisory services.

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The volume-related service revenue growth for both the three and nine months ended September 30, 2016 was primarily related to core clinical services and clinical trial support services. This growth was due largely to execution on the higher backlog in place as we entered the year. This growth for the nine months ended September 30, 2016 was partially offset by $16.9 million of revenue recognized in the second quarter of 2015 related to the early close out of a client arrangement that did not recur in 2016.

The constant currency service revenue growth in the three and nine month periods was negatively impacted by $7.2 million and $25.7 million, respectively, related to clauses in certain client contracts that adjust pricing for movements in foreign currency exchange rates and losses under foreign exchange forward contracts.

Costs of Revenue, Service Costs

Product Development’s service costs increased approximately $37.7 million in the third quarter of 2016 over the same period in 2015. This increase included constant currency growth of $44.4 million, or 9.7%, partially offset by $6.7 million from the positive effects of foreign currency fluctuations.

Product Development’s service costs increased approximately $160.7 million in the first nine months of 2016 over the same period in 2015. This increase included constant currency growth of $193.5 million, or 14.3%, which includes the incremental impact from the businesses that Quest contributed to Q² Solutions, partially offset by $32.8 million from the positive effects of foreign currency fluctuations.

The constant currency service cost growth for both the three and nine months ended September 30, 2016 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. The constant currency service cost growth for the nine months ended September 30, 2016 also included the incremental impact from the Q² Solutions transaction and a $10.1 million reserve for certain potentially non-reimbursable expenses. These increases in cost were partially offset by $17.2 million of expense recognized in the second quarter of 2015 related to the early close out of a client arrangement that did not recur in 2016. As a percent of service revenues, Product Development’s service costs were 57.1% and 57.0% during the third quarter of 2016 and 2015, respectively, and 58.2% and 57.7% during the first nine months of 2016 and 2015, respectively. Service costs as a percentage of service revenues in the three and nine months ended September 30, 2016 reflect the constant currency service cost growth noted above, partially offset by the benefit from foreign currency fluctuations. Service costs as a percentage of service revenues in the nine months ended September 30, 2016 also reflect the incremental impact from the Q² Solutions transaction.

Selling, General and Administrative Expenses

Product Development’s selling, general and administrative expenses increased approximately $1.0 million, or 0.6%, in the third quarter of 2016 as compared to the same period in 2015. This increase was caused by constant currency growth of $3.9 million, partially offset by a reduction of $2.9 million from foreign currency fluctuations. As a percent of service revenues, Product Development’s selling, general and administrative expenses were 19.2% and 20.6% during the third quarter of 2016 and 2015, respectively.

Product Development’s selling, general and administrative expenses increased approximately $26.6 million, or 5.6%, in the first nine months of 2016 as compared to the same period in 2015. This increase was caused by constant currency growth of $36.4 million, partially offset by a reduction of $9.8 million from foreign currency fluctuations. As a percent of service revenues, Product Development’s selling, general and administrative expenses were 19.4% and 20.4% during the first nine months of 2016 and 2015, respectively.

The constant currency increase for both the three and nine months ended September 30, 2016 was primarily due to higher compensation and related expenses due to annual merit increases and an increase in headcount. The constant currency increase for the nine months ended September 30, 2016 also included the incremental impact from the businesses that Quest contributed to Q² Solutions and an increase in bad debt expense.

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Integrated Healthcare Services

	Three Months Ended September 30,						Change
	2016			2015			$			%
	(dollars in millions)
Service revenues	$	262.1		$	283.4		$	(21.3	)		(7.5	)%
Costs of revenue, service costs		204.2			221.2			(17.0	)		(7.7	)
as a percentage of service revenues		77.9	%		78.0	%
Selling, general and administrative expenses		35.1			38.2			(3.1	)		(7.9	)
as a percentage of service revenues		13.4	%		13.5	%
Segment income from operations	$	22.8		$	24.0		$	(1.2	)		(5.3	)%
as a percentage of service revenues		8.7	%		8.5	%

	Nine Months Ended September 30,						Change
	2016			2015			$			%
	(dollars in millions)
Service revenues	$	809.6		$	851.8		$	(42.2	)		(5.0	)%
Costs of revenue, service costs		631.6			676.0			(44.4	)		(6.6	)
as a percentage of service revenues		78.0	%		79.4	%
Selling, general and administrative expenses		111.5			114.9			(3.4	)		(3.1	)
as a percentage of service revenues		13.8	%		13.5	%
Segment income from operations	$	66.5		$	60.9		$	5.6			9.3	%
as a percentage of service revenues		8.2	%		7.1	%

Service Revenues

Integrated Healthcare Services’ service revenues were $262.1 million in the third quarter of 2016, a decrease of $21.3 million, or 7.5%, over the same period in 2015. This decrease was comprised of a constant currency service revenue decrease of $30.1 million, or 10.6%, partially offset by a positive impact of approximately $8.8 million due to the effects of foreign currency fluctuations.

The decline in constant currency service revenues for the three months ended September 30, 2016 was due to a decrease in commercial services in North America (primarily as a result of cancellations that occurred in 2015 and earlier this year) and commercial services in Europe, and a decrease in revenue from payer provider services. These declines were partially offset by growth in real-world and late phase research services.

Integrated Healthcare Services’ service revenues were $809.6 million in the first nine months of 2016, a decrease of $42.2 million, or 5.0%, over the same period in 2015. This decrease was comprised of a constant currency service revenue decrease of $55.7 million, or 6.6%, partially offset by a positive impact of approximately $13.5 million due to the effects of foreign currency fluctuations.

The decline in constant currency service revenues for the nine months ended September 30, 2016 was due to a decrease in commercial services in North America (primarily as a result of cancellations that occurred in 2015 and earlier this year), Japan and Europe, and a decrease in revenue from payer provider services. These declines were partially offset by growth in real-world and late phase research services and an $8.9 million benefit in commercial services in Europe. The benefit in Europe resulted from the acceleration of revenue due to a contract modification on a sales force arrangement that fixed a portion of the contract price that previously was not determinable until future product sale-based royalties were known.

Costs of Revenue, Service Costs

Integrated Healthcare Services’ service costs decreased approximately $17.0 million in the third quarter of 2016. This decrease was comprised of a $22.6 million constant currency decrease, or 10.2%, partially offset by $5.6 million due to the negative effects of foreign currency fluctuations.

Integrated Healthcare Services’ service costs decreased approximately $44.4 million in the first nine months of 2016. This decrease was comprised of a $51.6 million constant currency decrease, or 7.7%, partially offset by $7.2 million due to the negative effects of foreign currency fluctuations.

The constant currency decrease for both the three and nine months ended September 30, 2016 was due to a decrease in compensation and related expenses resulting from a decrease in billable headcount.

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Selling, General and Administrative Expenses

Integrated Healthcare Services’ selling, general and administrative expenses decreased approximately $3.1 million, or 7.9%, in the third quarter of 2016 as compared to the same period in 2015. This decrease was comprised of a $3.2 million constant currency decrease. The constant currency decrease for the three months ended September 30, 2016 was due to a decrease in compensation and related expenses as a result of lower headcount.

Integrated Healthcare Services’ selling, general and administrative expenses decreased approximately $3.4 million, or 3.1%, in the first nine months of 2016 as compared to the same period in 2015. This decrease was comprised of a $3.2 million constant currency decrease. The constant currency decrease for the nine months ended September 30, 2016 was due to a decrease in compensation and related expenses as a result of lower headcount, partially offset by an increase in bad debt expense.

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 had a cash balance of $1,209.7 million at September 30, 2016 ($328.9 million of which was in the United States), an increase from $977.2 million at December 31, 2015.

On November 1, 2016, our Board of Directors increased our stock repurchase authorization under the previously approved equity repurchase program by $1.5 billion. The total authorization available for stock repurchases is approximately $1,546.8 million. The equity repurchase program does not obligate us to acquire any particular amount of common stock, and may be modified, extended, suspended or discontinued at any time.

As a result of the merger with IMS Health, we are currently evaluating our domestic and foreign cash positions. Absent the merger and as of September 30, 2016, the earnings of most of our foreign subsidiaries are considered indefinitely reinvested outside the United States. If we determine that repatriation of some or all of these indefinitely reinvested earnings held outside of the United States may be needed to fund the stock repurchase or other merger related items, we could incur an additional income tax liability of up to an estimated $175.0 million.

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. For example, in September 2016, IMS Health issued approximately $1,750 million in senior notes (as discussed below) and used the proceeds to repay certain outstanding indebtedness, including our senior secured credit facilities, following the Merger. 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 senior secured credit facilities. We cannot provide assurances that we will be able to complete any such financing arrangements or other transactions on favorable terms or at all.

Long-Term Debt

As of September 30, 2016, we had $2.5 billion of total indebtedness, excluding $532.0 million of additional available borrowings under our revolving credit facilities. There were no amounts drawn on the revolving credit facilities in the first nine months of 2016. Our long-term debt arrangements contain usual and customary restrictive covenants, and as of September 30, 2016, we believe we were in compliance with our restrictive covenants.

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On October 3, 2016, we repaid in full ($1,389.4 million) the term loans outstanding under the Quintiles Transnational Corp. senior secured credit facilities. These redemptions were funded by the proceeds of new debt issued by IMS Health on September 28, 2016 and therefore assumed by us upon closing of the Merger.

The new debt issued on September 28, 2016, totaling principal amount of $1,750 million, consists of (i) $1,050 million of 5% senior notes due 2026 (the “5% Dollar Notes”) and (ii) €625 million of 3.5% senior notes due 2024 (the “3.5% Euro Notes” and, together with the 5% Dollar Notes, the “2016 Notes”). The 2016 Notes are unsecured obligations. The 5% Dollar Notes will mature on October 15, 2026 and will bear interest at the rate of 5% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017. The 3.5% Euro Notes will mature on October 15, 2024 and will bear interest at the rate of 3.5% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017.

On October 3, 2016, we refinanced the term A loans due 2019 (approximately $884 million) assumed in the Merger with a term A loan facility due in 2021 for an aggregate principal amount of approximately $1,350 million comprised of both U.S. Dollar denominated term A loans and Euro denominated term A loans. Additionally, the revolving credit facility was refinanced to an aggregate principal amount equal to $1,000 million comprised of a $450 million senior secured revolving facility available in U.S. Dollars, a $400 million senior secured revolving facility available in U.S. Dollars, Euros, Swiss Francs and other foreign currencies and a $150 million senior secured revolving facility available in U.S. Dollars and Yen. Under certain circumstances, the maturity date of the term A loans and the senior secured revolving facility may be accelerated to 2020. The additional proceeds were used, in part, to fund the redemption of the $500 million of 6% Senior Notes due 2020 assumed in the Merger which occurred on November 1, 2016.

See “Management’s Discussion and Analysis – Liquidity and Capital Resources” and Note 10 to our audited consolidated financial statements, each included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, for additional details regarding our credit arrangements.

Nine months ended September 30, 2016 and 2015

Cash Flow from Operating Activities

	Nine months ended September 30,
	2016		2015
	(in millions)
Net cash provided by operating activities	$	412.9	$	269.4

Cash provided by operating activities increased $143.5 million during the first nine months of 2016 as compared to the same period in 2015. The increase in cash provided by operating activities reflects the increase in net income including adjustments for non-cash items necessary to reconcile net income to cash provided by operating activities. Also contributing to the increase were lower payments for income taxes ($13.7 million), and lower cash used in days sales outstanding (“DSO”). The lower cash used in DSO reflects a one-day increase in DSO in the first nine months of 2016 compared to a nine-day increase in DSO in the first nine months of 2015. DSO can shift significantly at each reporting period depending on the timing of cash receipts under contractual payment terms relative to the recognition of revenue over a project lifecycle.

Cash Flow from Investing Activities

	Nine months ended September 30,
	2016			2015
	(in millions)
Net cash used in investing activities	$	(81.9	)	$	(39.4	)

Cash used in investing activities increased $42.5 million during the first nine months of 2016 as compared to the same period in 2015. This increase was primarily related to (i) the purchase of investments in trading securities partially offset by proceeds from corporate owned life insurance policies in connection with a change in the investment strategy for our supplemental non-qualified deferred compensation plan, (ii) lower cash acquired in the Q² Solutions transaction, (iii) higher cash used for investments in unconsolidated affiliates, and (iv) higher cash used for the acquisition of property, equipment and software. These increases were partially offset by proceeds received from the sale of a portion of our ownership interest in the joint venture with the Samsung Group, and lower cash used for the termination of interest rate swaps in connection with the May 2015 refinancing transaction.

Cash Flow from Financing Activities

	Nine months ended September 30,
	2016			2015
	(in millions)
Net cash (used in) provided by financing activities	$	(78.1	)	$	21.7

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Cash used in financing activities was $78.1 million during the first nine months of 2016, as compared to cash provided by financing activities of $21.7 million in the same period of 2015. The increase in cash used in financing activities was primarily related to lower net cash provided by debt refinancing ($215.9 million), lower excess income tax benefits from stock-based award activities ($21.0 million), and lower cash provided by stock issued under employee stock purchase and option plans ($15.4 million), partially offset by less cash used to repurchase common stock ($152.4 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.

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, 2015 other than those disclosed below.

The amounts in the below table represent the outstanding principal amounts on the respective credit agreements as of October 3, 2016 following the financing transactions and the Merger. The fair value of the respective credit agreements may differ from the principal amount outstanding. Stated (in millions):

Senior Secured Credit Facilities:
Senior Secured Term A Loan due 2021—U.S. Dollar LIBOR at average floating rates of 2.84%	$	900.0
Senior Secured Term A Loan due 2021—Euro LIBOR at average floating rates of 2.00%		450.1
Senior Secured Term B Loan due 2021—U.S. Dollar LIBOR at average floating rates of 3.50%		1,704.0
Senior Secured Term B Loan due 2021—Euro LIBOR at average floating rates of 3.75%		812.8
4.125% Senior Notes due 2023 - Euro denominated		306.9
5.0% Senior Notes due 2026 - U.S. Dollar denominated		1,050.0
3.5% Senior Notes due 2024 - Euro denominated		697.5
4.875% Senior Notes due 2023		800.0
Receivables financing facility due 2018 (LIBOR plus 0.85%, or 1.38% at October 3, 2016)		275.0
6.00% Senior Notes due 2020  - U.S. Dollar denominated		500.0
Principal Amount of Debt	$	7,496.3

Under certain circumstances, the maturity date of the senior secured term A loans may be accelerated to 2020.

The 6% Notes were redeemed on November 1, 2016 at a redemption price equal to 101.5% of the aggregate outstanding principal amount of the 6% Notes plus accrued interest to the redemption date.

Application of Critical Accounting Policies

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, 2015.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

With the exception of the marketable equity securities discussed below, 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, 2015.

At September 30, 2016 and December 31, 2015, we held investments in marketable equity securities. These investments are classified as either trading securities or available-for-sale securities and are recorded at fair value in the financial statements. These securities are subject to price risk. As of September 30, 2016 and December 31, 2015, the fair value of these investments was $40.3 million and approximately $400,000, respectively, based on the quoted market value of the securities. The potential loss in fair value resulting from a hypothetical decrease of 10% in quoted market values was approximately $4.0 million and $40,000 at September 30, 2016 and December 31, 2015, respectively.

Item 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.

PART 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

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. You should consider carefully the risks and uncertainties described below together with the other information included in this Quarterly Report on Form 10-Q, including our condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q, in evaluating our company. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects.

References to our legacy Quintiles business are to the businesses of Quintiles prior to the Merger and to our legacy IMS Health business are to the businesses of IMS Health prior to the Merger.

Risks Relating to Our Business

The potential loss or delay of our large contracts or of multiple contracts could adversely affect our results.

Most of our legacy Quintiles clients can terminate our legacy Quintiles contracts upon 30 to 90 days notice. Our clients may delay, terminate or reduce the scope of our contracts for a variety of reasons beyond our control, including but not limited to:

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• decisions to forego or terminate a particular clinical trial;

• lack of available financing, budgetary limits or changing priorities;

• actions by regulatory authorities;

• production problems resulting in shortages of the drug being tested;

• failure of products being tested to satisfy safety requirements or efficacy criteria;

• unexpected or undesired clinical results for products;

• insufficient patient enrollment in a clinical trial;

• insufficient investigator recruitment;

• shift of business to a competitor or internal resources;

• product withdrawal following market launch; or

• shut down of manufacturing facilities.

As a result, contract terminations, delays and alterations are a regular part of our legacy Quintiles business. In the event of termination, our contracts often provide for fees for winding down the project, but these fees may not be sufficient for us to maintain our margins, and termination may result in lower resource utilization rates. In addition, we may not realize the full benefits of our backlog of contractually committed services if our clients cancel, delay or reduce their commitments under our contracts with them, which may occur if, among other things, a client decides to shift its business to a competitor or revoke our status as a preferred provider. Thus, the loss or delay of a large contract or the loss or delay of multiple contracts could adversely affect our service revenues and profitability. We believe the risk of loss or delay of multiple contracts potentially has greater effect where we are party to broader partnering arrangements with global biopharmaceutical companies.

We depend on third parties for data and support services. Our suppliers or providers might restrict our use of or refuse to license data or provide services, which could lead to our inability to access certain data or provide certain services and, as a result, materially and adversely affect our operating results and financial condition.

Each of our legacy IMS Health information services is derived from data we collect from third parties. These data suppliers are numerous and diverse, reflecting the broad scope of information that we collect and use in our business.

Although we typically enter into long-term contractual arrangements with many of these suppliers of data, at the time of entry into a new contract or renewal of an existing contract, suppliers may increase restrictions on our use of such data, increase the price they charge us for data or refuse altogether to license the data to us. In addition, during the term of any data supply contract, suppliers may fail to adhere to our data quality control standards or fail to deliver data. Further, although no single individual data supplier is material to our business, if a number of suppliers collectively representing a significant amount of data that we use for one or more of our services were to impose additional contractual restrictions on our use of or access to data, fail to adhere to our quality-control standards, repeatedly fail to deliver data or refuse to provide data, now or in the future, our ability to provide those services to our clients could be materially adversely impacted, which may harm our operating results and financial condition.

Additionally, we depend on third parties for support services to our business. Such support services include, but are not limited to, third-party transportation providers, suppliers of drugs for patients participating in clinical trials, suppliers of kits for use in our clinical trial laboratories business, suppliers of reagents for use in our testing equipment and providers of maintenance contracts for our equipment. The failure of any of these third parties to adequately provide the critical support services could have a material adverse effect on our business.

If we fail to perform our services in accordance with contractual requirements, regulatory standards and ethical considerations, we could be subject to significant costs or liability and our reputation could be harmed.

In connection with our legacy Quintiles business, we contract with biopharmaceutical companies to perform a wide range of services to assist them in bringing new drugs to market. Our services include monitoring clinical trials, data and laboratory analysis, electronic data capture, patient recruitment and other related services. Such services are complex and subject to contractual requirements, regulatory standards and ethical considerations. For example, we must adhere to regulatory requirements such as the United States Food and Drug Administration and current Good Clinical Practice, Good Laboratory Practice and Good Manufacturing Practice requirements. If we fail to perform our services in accordance with these requirements, regulatory agencies may take action against us for failure to comply with applicable regulations governing clinical trials or sales and marketing practices. Such actions may include sanctions, such as injunctions or failure of such regulatory authorities to grant marketing approval of products, delay, suspension or withdrawal of approvals, license revocation, product seizures or recalls, operational restrictions, civil or criminal penalties or prosecutions, damages or fines. Clients may also bring claims against us for breach of our contractual obligations and patients in the clinical trials and patients taking drugs approved on the basis of those clinical trials may bring personal injury claims against us for negligence. Any such action could have a material adverse effect on our results of operations, financial condition and reputation.

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Such consequences could arise if, among other things, the following occur:

Improper performance of our services. The performance of clinical development services is complex and time-consuming. For example, we may make mistakes in conducting a clinical trial that could negatively impact or obviate the usefulness of the clinical trial or cause the results of the clinical trial to be reported improperly. If the clinical trial results are compromised, we could be subject to significant costs or liability, which could have an adverse impact on our ability to perform our services. As examples:

• non-compliance generally could result in the termination of ongoing clinical trials or sales and marketing projects or the disqualification of data for submission to regulatory authorities;

• compromise of data from a particular clinical trial, such as failure to verify that informed consent was obtained from patients, could require us to repeat the clinical trial under the terms of our contract at no further cost to our client, but at a substantial cost to us; and

• breach of a contractual term could result in liability for damages or termination of the contract.

Large clinical trials can cost hundreds of millions of dollars, and while we endeavor to contractually limit our exposure to such risks, improper performance of our services could have an adverse effect on our financial condition, damage our reputation and result in the cancellation of current contracts by or failure to obtain future contracts from the affected client or other clients.

Investigation of clients. From time to time, one or more of our clients are audited or investigated by regulatory authorities or enforcement agencies with respect to regulatory compliance of their clinical trials, programs or the marketing and sale of their drugs. In these situations, we have often provided services to our clients with respect to the clinical trials, programs or activities being audited or investigated, and we are called upon to respond to requests for information by the authorities and agencies. There is a risk that either our clients or regulatory authorities could claim that we performed our services improperly or that we are responsible for clinical trial or program compliance. If our clients or regulatory authorities make such claims against us and prove them, we could be subject to damages, fines or penalties. In addition, negative publicity regarding regulatory compliance of our clients’ clinical trials, programs or drugs could have an adverse effect on our business and reputation.

Insufficient client funding to complete a clinical trial. As noted above, clinical trials can cost hundreds of millions of dollars. There is a risk that we may initiate a clinical trial for a client, and then the client becomes unwilling or unable to fund the completion of the clinical trial. In such a situation, notwithstanding the client’s ability or willingness to pay for or otherwise facilitate the completion of the clinical trial, we may be ethically bound to complete or wind down the clinical trial at our own expense.

Security breaches and unauthorized use of our IT systems and information, or the IT systems or information in the possession of our vendors, could expose us, our clients, our data suppliers or others to risk of loss.

We rely upon the security of our computer and communications systems infrastructure to protect us from cyberattacks and unauthorized access. Cyberattacks can include malware, computer viruses, hacking or other significant disruption of our computer, communications and related systems. Although we take steps to manage and avoid these risks and to prevent their recurrence, our preventive and remedial actions may not be successful. Such attacks, whether successful or unsuccessful, could result in our incurring costs related to, for example, rebuilding internal systems, defending against litigation, responding to regulatory inquiries or actions, paying damages or fines, or taking other remedial steps with respect to third parties. Publicity about vulnerabilities and attempted or successful incursions could damage our reputation with clients and data suppliers and reduce demand for our services.

We also store proprietary and sensitive information in connection with our business, which could be compromised by a cyberattack. To the extent that any disruption or security breach results in a loss or damage to our data, an inappropriate disclosure of proprietary or sensitive information, an inability to access data sources, or an inability to process data or provide our offerings to our clients, it could cause significant damage to our reputation, affect our relationships with our data suppliers and clients (including loss of suppliers and clients), lead to claims against us and ultimately harm our business. We may be required to incur significant costs to alleviate, remedy or protect against damage caused by these disruptions or security breaches in the future. We may also face inquiry or increased scrutiny from government agencies as a result of any such disruption or breach. While we have insurance coverage for certain instances of a cyber security breach, our coverage may not be sufficient if we suffer a significant attack or multiple attacks. Any such breach or disruption could have a material adverse effect on our operating results and our reputation as a provider of mission-critical services.

Some of our vendors have significant responsibility for the security of certain of our data centers and computer-based platforms. Also, our data suppliers have responsibility for security of their own computer and communications environments. These third parties face risks relating to cyber security similar to ours, which could disrupt their businesses and therefore materially impact ours. Accordingly, we are subject to any flaw in or breaches to their computer and communications systems or those that they operate for us, which could result in a material adverse effect on our business, operations and financial results.

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Failure to meet productivity objectives under our internal business transformation initiatives could adversely impact our competitiveness and harm our operating results.

We are pursuing business transformation initiatives to update technology, increase innovation and obtain operating efficiencies. As part of these initiatives, we seek to improve our productivity, flexibility, quality, functionality and cost savings by investing in the development and implementation of global platforms and integration of our business processes and functions to achieve economies of scale. For example, legacy IMS Health hired and trained more than 500 people to form a center of excellence (“COE”) in Manila, The Philippines for standardizing and cleaning data received from data suppliers, developed updated tools for standardizing and cleaning data, are moving local standardizing and cleaning from countries around the world to the Manila COE, and retired local standardizing and cleaning systems. These various initiatives may not yield their intended gains, which may impact our competitiveness and our ability to meet our growth objectives and, as a result, materially and adversely affect our business, operating results and financial condition.

If we are unsuccessful at investing in growth opportunities, our business could be materially and adversely affected.

We continue to invest significantly in growth opportunities, including the development and acquisition of new data, technologies and services to meet our clients’ needs. For example, we are expanding our services and technology offerings, such as the development of a cloud-based platform with a growing number of applications to support commercial operations for life sciences companies (e.g., multi-channel marketing, marketing campaign management, customer relationship management, incentive compensation management, targeting and segmentation, performance management and other applications). We also continue to invest significantly in growth opportunities in emerging markets, such as the development, launch and enhancement of services in China, India, Russia, Turkey and other countries. We believe healthcare spending in these emerging markets will continue to grow over the next five years, and we consider our presence in these markets to be an important focus of our growth strategy.

There is no assurance that our investment plans or growth strategy will be successful or will produce a sufficient or any return on our investments. Further, if we are unable to develop new technologies and services, clients do not purchase our new technologies and services, our new technologies and services do not work as intended or there are delays in the availability or adoption of our new technologies and services, then we may not be able to grow our business or growth may occur slower than anticipated. Additionally, although we expect continued growth in healthcare spending in emerging markets, such spending may occur more slowly or not at all, and we may not benefit from our investments in these markets.

We plan to fund growth opportunities with cash from operations or from future financings. There can be no assurance that those sources will be available in sufficient amounts to fund future growth opportunities when needed.

Any of the foregoing could have a material and adverse effect on our operating results and financial condition.

Data protection, privacy and similar laws restrict access, use and disclosure of information, and failure to comply with or adapt to changes in these laws could materially and adversely harm our business.

Patient health information is among the most sensitive of personal information and it is critical that information about an individual’s healthcare is properly protected from inappropriate access, use and disclosure. Laws restricting access, use and disclosure of such information include the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the European Union’s (“EU”) Data Protection Directive (which will be superseded by the General data Protection Regulation), Canada’s Personal Information Protection and Electronic Documents Act and other data protection, privacy and similar national, state/provincial and local laws. We have established frameworks, models, processes and technologies to manage privacy for many data types, from a variety of sources, and under myriad privacy and data protection laws worldwide. In addition, we rely on our data suppliers to deliver information to us in a form and in a manner that complies with applicable privacy and data protection laws. These laws are complex and there is no assurance that the safeguards and controls employed by us or our data suppliers will be sufficient to prevent a breach of these laws, or that claims will not be filed against us or our data suppliers despite such safeguards and controls. For example, in February 2014, a group of individuals filed a civil lawsuit in Korea against IMS Health Korea Ltd., our wholly-owned subsidiary (“IMS Korea”), the Korean Pharmaceutical Association (“KPA”), and a KPA affiliate that supplies data to IMS Korea. The lawsuit alleges the KPA affiliate collected plaintiffs’ personal information without the necessary consent in violation of applicable privacy laws and transferred such information to IMS Korea for sale to clients. In addition, in July 2015, indictments were issued by the Seoul Central District Prosecutors’ Office in South Korea against IMS Korea and two of its employees, among others, alleging improper handling of sensitive health information in violation of applicable privacy laws. Alleged or actual failure to comply with such laws may result in, among other things, negative publicity, damage to our reputation, civil and criminal liability, data being blocked from use or liability under contractual provisions.

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Laws and expectations relating to privacy continue to evolve, and we continue to adapt to changing needs. Nevertheless, changes in these laws (including newly released interpretations of these laws by courts and regulatory bodies) may limit our data access, use and disclosure, and may require increased expenditures by us or may dictate that we not offer certain types of services. Any of the foregoing may have a material adverse impact on our ability to provide services to our clients or maintain our profitability.

There is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the number of jurisdictions with data protection and privacy laws has been increasing. Also, there are ongoing public policy discussions regarding whether the standards for de-identified, anonymous or pseudonomized health information are sufficient, and the risk of re-identification sufficiently small, to adequately protect patient privacy. These discussions may lead to further restrictions on the use of such information. There can be no assurance that these initiatives or future initiatives will not adversely affect our ability to access and use data or to develop or market current or future services.

Data protection, privacy and similar laws protect more than patient information, and although they vary by jurisdiction, these laws can extend to employee information, business contact information, provider information and other information relating to identifiable individuals. Failure to comply with these laws may result in, among other things, civil and criminal liability, negative publicity, damage to our reputation and liability under contractual provisions. In addition, compliance with such laws may require increased costs to us or may dictate that we not offer certain types of services.

The occurrence of any of the foregoing could impact our ability to provide the same level of service to our clients, require us to modify our offerings or increase our costs, which could materially and adversely affect our operating results and financial condition.

Current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability or increased cost to us or could limit our service offerings.

The confidentiality, collection, use and disclosure of personal data, including clinical trial patient-specific information, are subject to governmental regulation generally in the country that the personal data were collected or used. For example, United States federal regulations under HIPAA and as amended in 2014 by the Health Information Technology for Economic and Clinical Health (“HITECH”) Act, require individuals’ written authorization, in addition to any required informed consent, before Protected Health Information may be used for research. We are both directly and indirectly affected by the privacy provisions surrounding individual authorizations because many investigators with whom we are involved in clinical trials are directly subject to them as a HIPAA “covered entity” and because we obtain identifiable health information from third parties that are subject to such regulations. As there are some instances where we are a HIPAA “business associate” of a “covered entity,” we can also be directly liable for mishandling protected health information. Under HIPAA’s enforcement scheme, we can be subject to up to $1.5 million in annual civil penalties for each HIPAA violation.

In the EU personal data includes any information that relates to an identified or identifiable natural person with health information carrying additional obligations, including obtaining the explicit consent from the individual for collection, use or disclosure of the information. In addition, we are subject to EU rules with respect to cross-border transfers of such data out of the EU. The United States, the EU and its member states, and other countries where we have operations, such as Japan, South Korea, Malaysia, the Philippines, Russia and Singapore, continue to issue new privacy and data protection rules and regulations that relate to personal data and health information. Failure to comply with certain certification/registration and annual re-certification/registration provisions associated with these data protection and privacy regulations and rules in various jurisdictions, or to resolve any serious privacy complaints, could subject us to regulatory sanctions, criminal prosecution or civil liability. Federal, state and foreign governments are contemplating or have proposed or adopted additional legislation governing the collection, possession, use or dissemination of personal data, such as personal health information, and personal financial data as well as security breach notification rules for loss or theft of such data. Additional legislation or regulation of this type might, among other things, require us to implement new security measures and processes or bring within the legislation other personal data, each of which may require substantial expenditures or limit our ability to offer some of our services. Additionally, if we violate applicable laws, regulations or duties relating to the use, privacy or security of personal data, we could be subject to civil liability or criminal prosecution, be forced to alter our business practices and suffer reputational harm.

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Our success depends on our ability to protect our intellectual property rights.

Our success depends, in part, upon our ability to develop, use and protect our proprietary methodologies, analytics, systems, technologies and other intellectual property. Existing laws of the various countries in which we provide services or solutions offer only limited protection of our intellectual property rights, and the protection in some countries may be very limited. We rely upon a combination of trade secrets, confidentiality policies, nondisclosure, invention assignment and other contractual arrangements, and patent, copyright and trademark laws, to protect our intellectual property rights. These laws are subject to change at any time and certain agreements may not be fully enforceable, which could further restrict our ability to protect our innovations. Our intellectual property rights may not prevent competitors from independently developing services similar to or duplicative of ours. Further, the steps we take in this regard might not be adequate to prevent or deter infringement or other misappropriation of our intellectual property by competitors, former employees or other third parties, and we might not be able to detect unauthorized use of, or take appropriate and timely steps to enforce, our intellectual property rights.

Our ability to obtain, protect and enforce our intellectual property rights is subject to general litigation or third-party opposition risks, as well as the uncertainty as to the scope of protection, registrability, patentability, validity and enforceability of our intellectual property rights in each applicable country. Governments may adopt regulations, and government agencies or courts may render decisions, requiring compulsory licensing of intellectual property rights. When we seek to enforce our intellectual property rights we may be subject to claims that the intellectual property rights are invalid or unenforceable. Litigation may be necessary in the future to enforce our intellectual property rights and to protect our confidential and proprietary information. Litigation brought to protect and enforce our intellectual property rights could be costly, time consuming and distracting to management and could result in the impairment or loss of portions of our intellectual property rights. Furthermore, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights. Our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our management’s attention and resources, could delay further sales or the implementation of our solutions, impair the functionality of our solutions, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our solutions, or injure our reputation and harm our operating results and financial condition.

Depending on the circumstances, we might need to grant a specific client greater rights in intellectual property developed in connection with a contract than we otherwise generally do. In certain situations, we might forego all rights to the use of intellectual property we create, which would limit our ability to reuse that intellectual property for other clients. Any limitation on our ability to provide a service or solution could cause us to lose revenue-generating opportunities and require us to incur additional expenses to develop or license new or modified solutions for future projects.

The theft or unauthorized use or publication of our trade secrets and other confidential business information could reduce the differentiation of our services and harm our business; the value of our investment in development or business acquisitions could be reduced; and third parties might make claims against us related to losses of their confidential or proprietary information. In addition, we may not be able to discover or determine the extent of any unauthorized use of our proprietary rights. Third parties that license our proprietary rights also may take actions that diminish the value of our proprietary rights or reputation. The protection of our intellectual property may require the expenditure of significant financial and managerial resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights. These incidents and claims could harm our business, reduce revenue, increase expenses and harm our reputation.

We may be subject to claims by others that we are infringing on their intellectual property rights.

Third parties may assert claims that we or our clients infringe their intellectual property rights and these claims, with or without merit, could be expensive to litigate, cause us to incur substantial costs and divert management resources and attention in defending the claim. In some jurisdictions, plaintiffs can also seek injunctive relief that may limit the operation of our business or prevent the marketing and selling of our products or services that infringe on the plaintiff’s intellectual property rights. To resolve these claims, we may enter into licensing agreements with restrictive terms or significant fees, stop selling, be required to implement costly redesigns to the affected products or services, or pay damages to satisfy contractual obligations to others. If we do not resolve these claims in advance of a trial, there is no guarantee that we will be successful in court. These outcomes may have a material adverse impact on our business, operating results and financial condition.

In addition, certain contracts with our suppliers or clients contain provisions whereby we indemnify, subject to certain limitations, the counterparty for damages suffered as a result of claims related to intellectual property infringement and the use of our data. Claims made under these provisions could be expensive to litigate and could result in significant payments.

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We rely on licenses from third parties to certain technology and intellectual property rights for some of our products and the licenses we currently have could terminate or expire.

Some of our products or services rely on technology or intellectual property rights owned and controlled by others. Our licenses to this technology or these intellectual property rights could be terminated or could expire. We may be unable to replace these licenses in a timely manner. Failure to renew these licenses, or renewals of these licenses on less advantageous terms, could harm our operating results and financial condition.

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.

Most of our legacy Quintiles contracts are either fee for service contracts or fixed-fee contracts. Our past financial results have been, and our future financial results may be, adversely impacted if we initially underprice our contracts or otherwise overrun our cost estimates and are unable to successfully negotiate a change order. Change orders typically occur when the scope of work we perform needs to be modified from that originally contemplated by our contract with the client. Modifications can occur, for example, when there is a change in a key clinical trial assumption or parameter or a significant change in timing. Where we are not successful in converting out-of-scope work into change orders under our current contracts, we bear the cost of the additional work. Such underpricing, significant cost overruns or delay in documentation of change orders could have a material adverse effect on our business, results of operations, financial condition or cash flows.

The relationship of backlog to revenues varies over time.

Backlog, on an “as-contracted” basis, represents future service revenues for our legacy Quintiles business from work not yet completed or performed under signed binding commitments and signed contracts. Once work begins on a project, revenue is recognized over the duration of the project. Projects may be terminated or delayed by the client or delayed by regulatory authorities for reasons beyond our control. To the extent projects are delayed, the timing of our revenue could be affected. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client-authorized services related to terminating the canceled project. Typically, however, we have no contractual right to the full amount of the revenue reflected in our backlog in the event of a contract cancellation. The duration of the projects included in our backlog, and the related revenue recognition, range from a few weeks to many years. Our backlog may not be indicative of our future revenues from our legacy Quintiles business, and we may not realize all the anticipated future revenue reflected in our backlog. A number of factors may affect backlog, including:

• the size, complexity and duration of the projects;

• the cancellation or delay of projects; and

• change in the scope of work during the course of a project.

Our backlog at September 30, 2016 was $9.4 billion computed on an “as-contracted” basis. Although an increase in backlog will generally result in an increase in revenues to be recognized over time (depending on the level of cancellations), an increase in backlog at a particular point in time does not necessarily correspond directly to an increase in revenues during a particular period. Computing backlog on an “as-contracted basis” rather than an “as awarded” basis may result in additions to the backlog later in the sales cycle than using the “as awarded” basis and may result in different rates of conversion from backlog to revenue than experienced using the “as awarded” basis. The extent to which contracts in backlog will result in revenue depends on many factors, including but not limited to delivery against projected schedules, the need for scope changes (change orders), contract cancellations and the nature, duration, size, complexity and phase of the contracts, each of which factors can vary significantly from time to time. Our $9.4 billion of backlog at September 30, 2016 includes approximately $2.7 billion of backlog that we expect to convert to revenue in the next 12 months.

The rate at which our backlog converts to revenue may vary over time for a variety of reasons. The revenue recognition on larger, more global projects could be slower than on smaller, less global projects for a variety of reasons, including but not limited to an extended period of negotiation between the time the project is awarded to us and the actual execution of the contract, as well as an increased timeframe for obtaining the necessary regulatory approvals. Additionally, the increased complexity of clinical trials and the need to enroll precise patient populations could extend the length of clinical trials causing revenue to be recognized over a longer period of time. Further, delayed projects will remain in backlog, unless otherwise canceled by the client, and will not generate revenue at the rate originally expected. Thus, the relationship of backlog to realized revenues may vary over time.

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Our business depends on the continued effectiveness and availability of our information systems, including the information systems we use to provide our services to our clients, and failures of these systems may materially limit our operations.

Due to the global nature of our business and our reliance on information systems to provide our services, we intend to increase our use of web-enabled and other integrated information systems in delivering our services. We also provide access to similar information systems to certain of our clients in connection with the services we provide them. As the breadth and complexity of our information systems continue to grow, we will increasingly be exposed to the risks inherent in the development, integration and ongoing operation of evolving information systems, including:

• disruption, impairment or failure of data centers, telecommunications facilities or other key infrastructure platforms;

• security breaches of, cyberattacks on and other failures or malfunctions in our critical application systems or their associated hardware; and

• excessive costs, excessive delays or other deficiencies in systems development and deployment.

The materialization of any of these risks may impede the processing of data, the delivery of databases and services, and the day-to-day management of our business and could result in the corruption, loss or unauthorized disclosure of proprietary, confidential or other data. While we have disaster recovery plans in place, they might not adequately protect us in the event of a system failure. While many of our operations have disaster recovery plans in place, we currently do not have excess or standby computer processing or network capacity everywhere in the world to avoid disruption in the receipt, processing and delivery of data in the event of a system failure. Despite any precautions we take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, break-ins and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. Corruption or loss of data may result in the need to repeat a clinical trial at no cost to the client, but at significant cost to us, the termination of a contract or damage to our reputation.

In addition, any failure by our computer environment to provide sufficient processing or network capacity to transfer data could result in interruptions in our service. In the event of a delay in the delivery of data, we could be required to transfer our data collection operations to an alternative provider of server hosting services. Such a transfer could result in significant delays in our ability to deliver services to our clients, and increase our costs. Additionally, significant delays in system enhancements or inadequate performance of new or upgraded systems once completed could damage our reputation and harm our business. Finally, long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving cities in which we have offices, could adversely affect our businesses. Although we carry property and business interruption insurance, our coverage might not be adequate to compensate us for all losses that may occur.

We have continued to undertake significant programs to optimize business processes with respect to our services. Our inability to effectively manage the implementation and adapt to new processes designed into new or upgraded systems in a timely and cost-effective manner may result in disruption to our business and negatively affect our operations.

We have entered into agreements with certain vendors to provide systems development and integration services that develop or license to us the IT platform for programs to optimize our business processes. If such vendors fail to perform as required or if there are substantial delays in developing, implementing and updating the IT platform, our client delivery may be impaired, and we may have to make substantial further investments, internally or with third parties, to achieve our objectives. Additionally, our progress may be limited by parties with existing or claimed patents who seek to enjoin us from using preferred technology or seek license payments from us. Meeting our objectives is dependent on a number of factors which may not take place as we anticipate, including obtaining adequate technology-enabled services, creating IT-enabled services that our clients will find desirable and implementing our business model with respect to these services. Also, increased IT-related expenditures may negatively impact our profitability.

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We may experience challenges with the acquisition, development, enhancement or deployment of technology necessary for our business.

We operate in businesses that require sophisticated computer systems and software for data collection, data processing, cloud-based platforms, analytics, cryptography, statistical projections and forecasting, mobile computing, social media analytics and other applications and technologies, particularly our legacy IMS Health business. We seek to address our technology risks by increasing our reliance on the use of innovations by cross-industry technology leaders and adapt these for our biopharmaceutical and healthcare industry clients. Some of these technologies supporting the industries we serve are changing rapidly and we must continue to adapt to these changes in a timely and effective manner at an acceptable cost. We also must continue to deliver data to our clients in forms that are easy to use while simultaneously providing clear answers to complex questions. There can be no guarantee that we will be able to develop, acquire or integrate new technologies, that these new technologies will meet our clients’ needs or achieve expected investment goals, or that we will be able to do so as quickly or cost-effectively as our competitors. Significant technological change could render our services obsolete. Moreover, the introduction of new services embodying new technologies could render existing services obsolete. Our continued success will depend on our ability to adapt to changing technologies, manage and process ever-increasing amounts of data and information and improve the performance, features and reliability of our services in response to changing client and industry demands. We may experience difficulties that could delay or prevent the successful design, development, testing, introduction or marketing of our services. New services, or enhancements to existing services, may not adequately meet the requirements of current and prospective clients or achieve any degree of significant market acceptance. Any of these failures could have a material adverse effect on our operating results and financial condition.

Consolidation in the industries in which our clients operate may reduce the volume of services purchased by consolidated clients following an acquisition or merger, which could materially harm our operating results and financial condition.

Mergers or consolidations among our clients have in the past and could in the future reduce the number of our clients and potential clients. When companies consolidate, overlapping services previously purchased separately are usually purchased only once by the combined entity, leading to loss of revenue. Other services that were previously purchased by one of the merged or consolidated entities may be deemed unnecessary or cancelled. If our clients merge with or are acquired by other entities that are not our clients, or that use fewer of our services, they may discontinue or reduce their use of our services. There can be no assurance as to the degree to which we may be able to address the revenue impact of such consolidation. Any of these developments could materially harm our operating results and financial condition.

We may be adversely affected by client or therapeutic concentration.

Although we did not have any client that represented 10% or more of our service revenues in the three and nine months ended September 30, 2016 or 2015, we derive the majority of our revenues from a number of large clients. If any large client decreases or terminates its relationship with us, our business, results of operations or financial condition could be materially adversely affected.

Additionally, conducting multiple clinical trials for different clients in a single therapeutic class involving drugs with the same or similar chemical action has in the past and may in the future adversely affect our business if some or all of the clinical trials are canceled because of new scientific information or regulatory judgments that affect the drugs as a class or if industry consolidation results in the rationalization of drug development pipelines. Similarly, marketing and selling drugs for different biopharmaceutical companies with similar chemical actions subjects us to risk if new scientific information or regulatory judgment prejudices the drugs as a class, which may lead to compelled or voluntary prescription limitations or withdrawal of some or all of such drugs from the market.

Our business is subject to international economic, political and other risks that could negatively affect our results of operations and financial condition.

We have significant operations in countries that may require complex arrangements to deliver services throughout the world for our clients. Additionally, we have established operations in locations remote from our most developed business centers. As a result, we are subject to heightened risks inherent in conducting business internationally, including the following:

• required compliance with a variety of local laws and regulations which may be materially different than those to which we are subject in the United States or which may change unexpectedly; for example, conducting a single clinical trial across multiple countries is complex, and issues in one country, such as a failure to comply with local regulations or restrictions, may affect the progress of the clinical trial in the other countries, for example, by limiting the amount of data necessary for a clinical trial to proceed, resulting in delays or potential cancellation of contracts, which in turn may result in loss of revenue;

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• the United States or foreign countries could enact legislation or impose regulations or other restrictions, including unfavorable labor regulations, tax policies or economic sanctions, which could have an adverse effect on our ability to conduct business in or expatriate profits from the countries in which we operate, including hiring, retaining and overseeing qualified management personnel for managing operations in multiple countries, differing employment practices and labor issues, and tax-related risks, including the imposition of taxes and the lack of beneficial treaties, that result in a higher effective tax rate for us;

• foreign countries are expanding or may expand their regulatory framework with respect to patient informed consent, protection and compensation in clinical trials, which could delay or inhibit our ability to conduct clinical trials in such jurisdictions;

• the regulatory or judicial authorities of foreign countries may not enforce legal rights and recognize business procedures in a manner in which we are accustomed or would reasonably expect;

• local, economic, political and social conditions, including potential hyperinflationary conditions, political instability, and potential nationalization, repatriation, expropriation, price controls or other restrictive government actions, including changes in political and economic conditions may lead to changes in the business environment in which we operate, as well as changes in foreign currency exchange rates;

• potential violations of local laws or anti-bribery laws, such as the United States Foreign Corrupt Practices Act (“FCPA”), and the UK Bribery Act, may cause difficulty in managing foreign operations, as well as significant consequences to us if those laws are violated;

• clients in foreign jurisdictions may have longer payment cycles, and it may be more difficult to collect receivables in foreign jurisdictions; and

• natural disasters, pandemics or international conflict, including terrorist acts, could interrupt our services, endanger our personnel or cause project delays or loss of clinical trial materials or results.

These risks and uncertainties could negatively impact our ability to, among other things, perform large, global projects for our clients. Furthermore, our ability to deal with these issues could be affected by applicable United States laws and the need to protect our assets. Any such risks could have an adverse impact on our financial condition and results of operations.

Due to the global nature of our business, we may be exposed to liabilities under the United States Foreign Corrupt Practices Act and various non-United States anti-corruption laws, and any allegation or determination that we violated these laws could have a material adverse effect on our business.

We are required to comply with the FCPA and other United States and non-United States anti-corruption laws, which prohibit companies from engaging in bribery including corruptly or improperly offering, promising, or providing money or anything else of value to non-United States officials and certain other recipients. In addition, the FCPA imposes certain books, records, and accounting control obligations on public companies and other issuers. We operate in parts of the world in which corruption can be common and compliance with anti-bribery laws may conflict with local customs and practices. Our global operations face the risk of unauthorized payments or offers being made by employees, consultants, sales agents, and other business partners outside of our control or without our authorization. It is our policy to implement safeguards to prohibit these practices by our employees and business partners with respect to our operations. However, irrespective of these safeguards, or as a result of monitoring compliance with such safeguards, it is possible that we or certain other parties may discover or receive information at some point that certain employees, consultants, sales agents, or other business partners may have engaged in corrupt conduct for which we might be held responsible. Violations of the FCPA or other non-United States anti-corruption laws may result in restatements of, or irregularities in, our financial statements as well as severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In some cases, companies that violate the FCPA may be debarred by the United States government and/or lose their United States export privileges. Changes in anti-corruption laws or enforcement priorities could also result in increased compliance requirements and related costs which could adversely affect our business, financial condition and results of operations. In addition, the United States or other governments may seek to hold us liable for successor liability FCPA violations or violations of other anti-corruption laws committed by companies in which we invest or that we acquired or will acquire.

We face risks related to sales to government entities.

We derive a portion of our revenue from sales to government entities in the United States, which represented less than 1% of our revenues in each of the last three fiscal years. In general, our contracts with United States government entities are terminable at will by the government entity at any time. Government demand and payment for our services may be affected by public-sector budgetary cycles and funding authorizations. Government contracts are subject to oversight, including special rules on accounting, expenses, reviews and security. Failure to comply with these rules could result in civil and criminal penalties and sanctions, including termination of contracts, fines and suspensions, or debarment from future business with the United States government. As a result, failure to comply with these rules could have a material adverse effect on our operating results and financial condition.

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If we are unable to successfully develop and market new services or enter new markets, our growth, results of operations or financial condition could be adversely affected.

A key element of our growth strategy is the successful development and marketing of new services or entering new markets that complement or expand our existing business. As we develop new services or enter new markets, including services targeted at participants in the broader healthcare industry, we may not have or adequately build the competencies necessary to perform such services satisfactorily, may not receive market acceptance for such services or may face increased competition. If we are unable to succeed in developing new services, entering new markets or attracting a client base for our new services or in new markets, we will be unable to implement this element of our growth strategy, and our future business, reputation, results of operations and financial condition could be adversely affected.

Our legacy Quintiles research and development services could subject us to potential liability that may adversely affect our results of operations and financial condition.

Our legacy Quintiles business involves the testing of new drugs on patients in clinical trials and, if marketing approval is granted, the availability of these drugs to be prescribed to patients. Our involvement in the clinical trials and development process creates a risk of liability for personal injury to or death of patients, particularly those with life-threatening illnesses, resulting from adverse reactions to the drugs administered during testing or after product launch, respectively. For example, we have from time to time been sued and may be sued in the future by individuals alleging personal injury due to their participation in clinical trials and seeking damages from us under a variety of legal theories. Although we maintain the types and amounts of insurance we view as customary in the industries and countries in which we operate, if we are required to pay damages or incur defense costs in connection with any personal injury claim that is outside the scope of indemnification agreements we have with our clients, if any indemnification agreement is not performed in accordance with its terms or if our liability exceeds the amount of any applicable indemnification limits or available insurance coverage, our financial condition, results of operations and reputation could be materially and adversely affected. Currently, we maintain professional liability insurance, including products liability for completed operations coverage, with annual aggregate limits in excess of $50.0 million. In the future, we may not be able to get adequate insurance for these types of risks at reasonable rates.

We also contract with physicians to serve as investigators in conducting clinical trials. If the investigators commit errors or make omissions during a clinical trial that result in harm to clinical trial patients or after a clinical trial to a patient using the drug after it has received regulatory approval, claims for personal injury or products liability damages may result. Additionally, if the investigators engage in fraudulent behavior, clinical trial data may be compromised, which may require us to repeat the clinical trial or subject us to liability. We do not believe we are legally responsible for the medical care rendered by such third-party investigators, and we would vigorously defend any claims brought against us. However, it is possible we could be found liable for claims with respect to the actions of third-party investigators, which may adversely affect our financial condition, results of operations and reputation.

Some of our legacy Quintiles services involve direct interaction with clinical trial subjects or volunteers and operation of Phase I clinical facilities, which could create potential liability that may adversely affect our results of operations and financial condition.

We operate facilities where Phase I clinical trials are conducted, which ordinarily involve testing an investigational drug on a limited number of healthy individuals, typically 20 to 80 persons, to determine such drug’s basic safety. Failure to operate such a facility in accordance with applicable regulations could result in that facility being shut down, which could disrupt our operations. Additionally, we face risks associated with adverse events resulting from the administration of such drugs to healthy volunteers and the professional malpractice of medical care providers. Occasionally, physicians employed at our Phase I clinical facilities act as principal investigators in later-phase clinical trials at those same facilities. We also directly employ nurses and other trained employees who assist in implementing the testing involved in our clinical trials, such as drawing blood from healthy volunteers. Any professional malpractice or negligence by such investigators, nurses or other employees could potentially result in liability to us in the event of personal injury to or death of a healthy volunteer in clinical trials. This liability, particularly if it were to exceed the limits of any indemnification agreements and insurance coverage we may have, may adversely affect our financial condition, results of operations and reputation.

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Our legacy Quintiles commercial services could result in liability to us if a drug causes harm to a patient. While we are generally indemnified and insured against such risks, we may still suffer financial losses.

When we market drugs under contract for a biopharmaceutical company, we could suffer liability for harm allegedly caused by those drugs, either as a result of a lawsuit against the biopharmaceutical company to which we are joined, a lawsuit naming us or any of our subsidiaries or an action launched by a regulatory body. While we are generally indemnified by the biopharmaceutical company for the action of the drugs we market on its behalf, and we carry insurance to cover harm caused by our negligence in performing services, it is possible that we could nonetheless incur financial losses, regulatory penalties or both. In particular, any claim could result in potential liability for us if the claim is outside the scope of the indemnification agreement we have with the biopharmaceutical company, the biopharmaceutical company does not abide by the indemnification agreement as required or the liability exceeds the amount of any applicable indemnification limits or available insurance coverage. Such a finding could have an adverse impact on our financial condition, results of operations and reputation. Furthermore, negative publicity associated with harm caused by drugs we helped to market could have an adverse effect on our business and reputation.

Our insurance may not cover all of our indemnification obligations and other liabilities associated with our operations.

We maintain insurance designed to provide coverage for ordinary risks associated with our operations and our ordinary indemnification obligations with annual aggregate limits in excess of $50.0 million. The coverage provided by such insurance may not be adequate for all claims we may make or may be contested by our insurance carriers. If our insurance is not adequate or available to pay liabilities associated with our operations, or if we are unable to purchase adequate insurance at reasonable rates in the future, our profitability may be adversely impacted.

If we are unable to attract suitable investigators and patients for our clinical trials, our clinical development business might suffer.

The recruitment of investigators and patients for clinical trials is essential to our legacy Quintiles business. Investigators are typically located at hospitals, clinics or other sites and supervise the administration of the investigational drug to patients during the course of a clinical trial. Patients generally include people from the communities in which the clinical trials are conducted. Our clinical development business could be adversely affected if we are unable to attract suitable and willing investigators or patients for clinical trials on a consistent basis. For example, if we are unable to engage investigators to conduct clinical trials as planned or enroll sufficient patients in clinical trials, we might need to expend additional funds to obtain access to resources or else be compelled to delay or modify the clinical trial plans, which may result in additional costs to us.

If we lose the services of key personnel or are unable to recruit additional qualified personnel, our business could be adversely affected.

Our success substantially depends on the collective performance, contributions and expertise of our personnel including senior management and key personnel, qualified professional, scientific and technical operating staff and qualified sales representatives for our contract sales services. There is significant and increasing competition for qualified personnel, particularly those with higher educational degrees, such as a medical degree, a Ph.D. or an equivalent degree, or relevant experience in the industry and in the locations in which we operate. In addition, the departure of our key employees, or our inability to continue to identify, attract and retain qualified personnel or replace any departed personnel in a timely fashion, may impact our ability to grow our business and compete effectively in our industry and may negatively affect our ability to meet financial and operational goals.

Exchange rate fluctuations may affect our results of operations and financial condition.

In the first nine months of 2016, approximately 33% of our service revenues were denominated in currencies other than the United States dollar. Because a large portion of our service revenues and expenses are denominated in currencies other than the United States dollar and our financial statements are reported in United States dollars, changes in foreign currency exchange rates could significantly affect our results of operations and financial condition. Exchange rate fluctuations between local currencies and the United States dollar create risk in several ways, including:

Foreign Currency Translation Risk. 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 consolidated results.

Foreign Currency Transaction Risk. We are subject to foreign currency transaction risk for fluctuations in exchange rates during the period of time between the consummation and cash settlement of a transaction. We earn revenue from our service contracts over a period of several months and, in some cases, over several years. Accordingly, exchange rate fluctuations during this period may affect our profitability with respect to such contracts.

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We may limit these risks through exchange rate fluctuation provisions stated in our service contracts, or we may hedge our transaction risk with foreign currency exchange contracts or options. We have not, however, hedged 100% of our foreign currency transaction risk, and we may experience fluctuations in financial results from our operations outside the United States and foreign currency transaction risk associated with our service contracts.

Disruptions in the credit and capital markets and unfavorable general economic conditions could negatively affect our business, results of operations and financial condition.

Disruptions in the credit and capital markets could have negative effects on our business that may be difficult to predict or anticipate, including the ability of our clients, vendors, contractors and financing sources to meet their contractual obligations. Although we are unable to quantify the impact it has had on us, we are aware of a limited number of instances in our legacy Quintiles business during the past several years where cancellations, changes in scope and failure to pay timely were attributable, at least in part, to difficulty in our clients’ ability to obtain financing. In the future such actions by our clients could, if they involve a significant amount of business with us, have a material adverse effect on our results of operations.

Our effective income tax rate may fluctuate, which may adversely affect our operations, earnings and earnings per share.

Our effective income tax rate is influenced by our projected profitability in the various taxing jurisdictions in which we operate. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate, which in turn could have an adverse effect on our net income and earnings per share. Factors that may affect our effective income tax rate include, but are not limited to:

• the requirement to exclude from our quarterly worldwide effective income tax calculations losses in jurisdictions where no income tax benefit can be recognized;

• actual and projected full year pre-tax income;

• changes in the valuation of deferred tax assets and liabilities;

• the repatriation of foreign earnings to the United States;

• changes in tax laws in various taxing jurisdictions;

• audits by taxing authorities; and

• the establishment of valuation allowances against deferred income tax assets if we determined that it is more likely than not that future income tax benefits will not be realized.

These changes may cause fluctuations in our effective income tax rate that could adversely affect our results of operations and cause fluctuations in our earnings and earnings per share.

Our relationships with existing or potential clients who are in competition with each other may adversely impact the degree to which other clients or potential clients use our services, which may adversely affect our results of operations.

The biopharmaceutical industry is highly competitive, with biopharmaceutical companies each seeking to persuade payers, providers and patients that their drug therapies are better and more cost-effective than competing therapies marketed or being developed by competing firms. In addition to the adverse competitive interests that biopharmaceutical companies have with each other, biopharmaceutical companies also have adverse interests with respect to drug selection and reimbursement with other participants in the healthcare industry, including payers and providers. Biopharmaceutical companies also compete to be first to market with new drug therapies. We regularly provide services to biopharmaceutical companies who compete with each other, and we sometimes provide services or funding to such clients regarding competing drugs in development. Our existing or future relationships with our biopharmaceutical clients may therefore deter other biopharmaceutical clients from using our services or may result in our clients seeking to place limits on our ability to serve other biopharmaceutical industry participants in connection with drug development activities. In addition, our further expansion into the broader healthcare market may adversely impact our relationships with biopharmaceutical clients, and such clients may elect not to use our services, reduce the scope of services that we provide to them or seek to place restrictions on our ability to serve clients in the broader healthcare market with interests that are adverse to theirs. A loss of clients or reductions in the level of revenues from a client could have a material adverse effect on our results of operations, business and prospects.

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If we are unable to successfully identify, acquire and integrate existing businesses, services and technologies, our business, results of operations and financial condition could be adversely impacted.

We anticipate that a portion of our future growth may come from acquiring existing businesses, services or technologies. The success of any acquisition will depend upon, among other things, our ability to effectively integrate acquired personnel, operations, products and technologies into our business and to retain the key personnel and clients of our acquired businesses. In addition, we may be unable to identify suitable acquisition opportunities or obtain any necessary financing on commercially acceptable terms. We may also spend time and money investigating and negotiating with potential acquisition targets but not complete the transaction. Any future acquisition could involve other risks, including, among others, the assumption of additional liabilities and expenses, difficulties and expenses in connection with integrating the acquired companies and achieving the expected benefits, issuances of potentially dilutive securities or interest-bearing debt, loss of key employees of the acquired companies, transaction costs, diversion of management’s attention from other business concerns and, with respect to the acquisition of foreign companies, the inability to overcome differences in foreign business practices, language and customs. Our failure to identify potential acquisitions, complete targeted acquisitions and integrate completed acquisitions could have a material adverse effect on our business, financial condition and results of operations.

Investments in our clients’ businesses or drugs and our related commercial rights strategies could have a negative impact on our financial performance.

We may enter into arrangements with our clients or other drug companies in which we take on some of the risk of the potential success or failure of their businesses or drugs, including making strategic investments in our clients or other drug companies, providing financing to clients or other drug companies or acquiring an interest in the revenues from clients’ drugs or in entities developing a limited number of drugs. As of September 30, 2016, we had approximately $57.2 million of such arrangements, and we were also committed to invest an additional $18.6 million in private equity funds that seeks to enter into similar risk-based arrangements. Our financial results would be adversely affected if these investments or the underlying drugs result in losses or do not achieve the level of success that we anticipate and/or our return or payment from the drug investment or financing is less than our direct and indirect costs with respect to these arrangements.

Our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

As of September 30, 2016, we had goodwill and net intangible assets of $1,038.3 million, which constituted approximately 25.1% of our total assets at the end of this period, and we expect to record a significant amount as a result of the Merger. See Note 18 to our condensed consolidated financial statements for additional information. We assess the realizability of our indefinite-lived intangible assets and goodwill annually and conduct an interim evaluation whenever events or changes in circumstances, such as operating losses or a significant decline in earnings associated with the acquired business or asset, indicate that these assets may be impaired. For example, we recognized $27.9 million of impairment losses during the third quarter of 2016 for goodwill and intangible assets in our Encore reporting unit. Our ability to realize the value of the goodwill and indefinite-lived intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn depend in part on how well we have integrated these businesses into our own business. If we are not able to realize the value of the goodwill and indefinite-lived intangible assets, we may be required to incur material charges relating to the impairment of those assets. Such impairment charges could materially and adversely affect our operating results and financial condition.

We face risks arising from the restructuring of our operations.

From time to time, we have adopted restructuring plans to improve our operating efficiency through various means such as reduction of overcapacity, elimination of non-billable support roles or other realignment of resources. For example, during the nine months ended September 30, 2016 and 2015, we recognized $27.8 million and $23.5 million, respectively, of restructuring charges, net of reversals for changes in estimates, related to restructuring plans. Restructuring presents significant potential risks of events occurring that could adversely affect us, including:

• actual or perceived disruption of service or reduction in service standards to clients;

• the failure to preserve supplier relationships and distribution, sales and other important relationships and to resolve conflicts that may arise;

• loss of sales as we reduce or eliminate staffing on non-core services;

• diversion of management attention from ongoing business activities; and

• the failure to maintain employee morale and retain key employees.

Because of these and other factors, we cannot predict whether we will realize the purpose and anticipated benefits of these measures and, if we do not, our business and results of operations may be adversely affected.

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Additionally, there may be delays in implementing the restructuring activities or a failure to achieve the anticipated levels of cost savings and efficiency as a result of the restructuring activities, each of which could materially and adversely impact our business and results of operations. Further restructuring or reorganization activities may also be required in the future beyond what is currently planned, which could further enhance the risks associated with these activities.

Risks Relating to Our Industry

The biopharmaceutical services industry is highly competitive.

The biopharmaceutical services industry is highly competitive. Our business often competes with other biopharmaceutical services companies, internal discovery departments, development departments, sales and marketing departments, information technology departments and other departments within our clients, some of which could be considered large biopharmaceutical services companies in their own right with greater resources than ours. We also compete with universities, teaching hospitals, governments agencies and others. If we do not compete successfully, our business will suffer. The industry is highly fragmented, with numerous smaller specialized companies and a handful of companies with global capabilities similar to certain of our own capabilities. Increased competition has led to price and other forms of competition, such as acceptance of less favorable contract terms, that could adversely affect our operating results. There are few barriers to entry for companies considering offering any one or more of the services we offer. Because of their size and focus, these companies might compete effectively against us, which could have a material adverse impact on our business.

Our future growth and success will depend on our ability to successfully compete with other companies that provide similar services in the same markets, some of which may have financial, marketing, technical and other advantages. We also expect that competition will continue to increase as a result of consolidation among these various companies. Large technology companies with substantial resources, technical expertise and greater brand power could also decide to enter or further expand in the markets where our legacy IMS Health business operates and compete with us. If one or more of our competitors or potential competitors were to merge or partner with another of our competitors, or if a new entrant emerged with substantial resources, the change in the competitive landscape could adversely affect our ability to compete effectively. We compete on the basis of various factors, including breadth and depth of services, reputation, reliability, quality, innovation, security, price and industry expertise and experience. In addition, our ability to compete successfully may be impacted by the growing availability of health information from social media, government health information systems and other free or low-cost sources. For example, the United Kingdom’s National Health Service started releasing large volumes of data beginning in December 2011 at little or no charge, reducing the demand for our information services derived from similar data. In addition, consolidation or integration of wholesalers, retail pharmacies, health networks, payers or other healthcare stakeholders may lead any of them to provide information services directly to clients or indirectly through a designated service provider, resulting in increased competition from firms that may have lower costs to market (e.g., no data supply costs). Any of the above may result in lower demand for our services, which could result in a material adverse impact on our operating results and financial condition.

Outsourcing trends in the biopharmaceutical industry and changes in aggregate spending and research and development budgets could adversely affect our operating results and growth rate.

Economic factors and industry trends that affect biopharmaceutical companies affect our legacy Quintiles business. Biopharmaceutical companies continue to seek long-term strategic collaborations with global contract research organizations with favorable pricing terms. Competition for these collaborations is intense and we may decide to forego an opportunity or we may not be selected, in which case a competitor may enter into the collaboration and our business with the client, if any, may be limited. In addition, if the biopharmaceutical industry reduces its outsourcing of clinical trials and sales and marketing projects or such outsourcing fails to grow at projected rates, our operations and financial condition could be materially and adversely affected. We may also be negatively impacted by consolidation and other factors in the biopharmaceutical industry, which may slow decision making by our clients or result in the delay or cancellation of clinical trials. Our commercial services may be affected by reductions in new drug launches and increases in the number of drugs losing patent protection. All of these events could adversely affect our business, results of operations or financial condition.

Our business may be materially and adversely impacted by factors affecting the biopharmaceutical and healthcare industries.

The vast majority of our revenue is generated from sales to the biopharmaceutical and healthcare industries. The clients we serve in these industries are commonly subject to financial pressures, including, but not limited to, increased costs, reduced demand for their products, reductions in pricing and reimbursement for products and services, formulary approval and placement, government approval to market their products and limits on the manner by which they market their products, loss of patent exclusivity (whether due to patent expiration or as a result of a successful legal challenge) and the proliferation of or changes to regulations applicable to these industries. To the extent our clients face such pressures, or they change how they utilize our offerings, the demand for our services, or the prices our clients are willing to pay for those services, may decline. Any such decline could have a material adverse effect on our business, operating results and financial condition.

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We may be affected by healthcare reform and potential additional reforms.

The United States Congress continues to consider healthcare reform legislation and impose health industry cost containment measures, which may significantly impact the biopharmaceutical industry. In addition, numerous government bodies are considering or have adopted various healthcare reforms and may undertake, or are in the process of undertaking, efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and biopharmaceutical companies. We are uncertain as to the effects of these recent reforms on our business and are unable to predict what legislative proposals, if any, will be adopted in the future. If regulatory cost containment efforts limit the profitability of new drugs, our clients may reduce their research and development spending or promotional, marketing and sales expenditures, which could reduce the business they outsource to us. Similarly, if regulatory requirements are relaxed or simplified drug approval procedures are adopted, the demand for our services could decrease.

Foreign and domestic government bodies may also adopt healthcare legislation or regulations that are more burdensome than existing regulations. For example, product safety concerns and recommendations by the Drug Safety Oversight Board could change the regulatory environment for drug products, and new or heightened regulatory and licensing requirements may increase our expenses or limit or delay our ability to offer some of our services. Additionally, new or heightened regulatory requirements may have a negative impact on the ability of our clients to conduct industry-sponsored clinical trials, which could reduce the need for our services.

Actions by government regulators or clients to limit a prescription’s scope or withdraw an approved drug from the market could adversely affect our business and result in a loss of revenues.

Government regulators have the authority, after approving a drug, to limit its scope of prescription or withdraw it from the market completely based on safety concerns. Similarly, clients may act to voluntarily limit the scope of prescription of drugs or withdraw them from the market. In the past, we have provided services with respect to drugs that have been limited and/or withdrawn. If we are providing services to clients for drugs that are limited or withdrawn, we may be required to narrow the scope of or terminate our services with respect to such drugs, which would prevent earning the full amount of service revenues anticipated under the related service contracts with negative impacts to our financial results.

If we do not keep pace with rapid technological changes, our services may become less competitive or obsolete.

The biopharmaceutical industry is subject to rapid technological changes. Our current competitors or other businesses might develop technologies or services that are more effective or commercially attractive than, or render obsolete, our current or future technologies and services. If our competitors introduce superior technologies or services and if we cannot make enhancements to remain competitive, our competitive position would be harmed. If we are unable to compete successfully, we may lose clients or be unable to attract new clients, which could lead to a decrease in our revenue and financial condition.

Laws restricting biopharmaceutical sales and marketing practices may adversely impact demand for our services.

There have been a significant number of laws, legislative initiatives and regulatory actions over the years that seek to limit biopharmaceutical sales and marketing practices. For example, three states in 2006 and 2007 passed laws restricting the use of prescriber identifiable information for the purpose of promoting branded prescription medicines. Although these laws were subsequently declared to be unconstitutional based on a decision of the U.S. Supreme Court in Sorrell v. IMS Health in 2011, we are unable to predict whether, and in what form, other initiatives may be introduced or actions taken at the state or Federal levels to limit biopharmaceutical sales and marketing practices. In addition, while we will continue to seek to adapt our services to comply with the requirements of these laws (to the extent applicable to our services), if enacted, there can be no assurance that our efforts to adapt our offerings will be successful and provide the same financial contribution to us. There can also be no assurance that future legislative initiatives will not adversely affect our ability to develop or market current or future offerings, or that any future laws will not diminish the demand for our services, all of which could, over time, result in a material adverse impact on our operating results and financial condition.

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Our legacy Quintiles clients face intense competition from lower cost generic products, which may lower the amount that they spend on our services.

Our legacy Quintiles clients face increasing competition from lower cost generic products, which in turn may affect their ability to pursue research and development activities with us. In the United States, EU and Japan, political pressure to reduce spending on prescription drugs has led to legislation and other measures which encourages the use of generic products. In addition, proposals emerge from time to time in the United States and other countries for legislation to further encourage the early and rapid approval of generic drugs. Loss of patent protection for a product typically is followed promptly by generic substitutes, reducing our clients’ sales of that product and their overall profitability. Availability of generic substitutes for our clients’ drugs may adversely affect their results of operations and cash flow, which in turn may mean that they would not have surplus capital to invest in research and development and drug commercialization, including in our services. If competition from generic products impacts our clients’ finances such that they decide to curtail our services, our revenues may decline and this could have a material adverse effect on our business.

Risks Relating to Our Indebtedness

Restrictions imposed in the Senior Secured Credit Facilities other outstanding indebtedness, including the indentures governing Quintiles IMS Holdings, Inc. (“QuintilesIMS”, the “Company”, “we”, “our” and/or “us”) outstanding notes, may limit our ability to operate our business and to finance our future operations or capital needs or to engage in other business activities.

The terms of the Senior Secured Credit Facilities restrict QuintilesIMS and its restricted subsidiaries from engaging in specified types of transactions. These covenants restrict the ability of QuintilesIMS and its restricted subsidiaries, among other things, to:

• incur liens;

• make investments and loans;

• incur indebtedness or guarantees;

• issue preferred stock of a restricted subsidiary;

• issue disqualified equity;

• engage in mergers, acquisitions and asset sales;

• declare dividends, make payments or redeem or repurchase equity interests;

• alter the business QuintilesIMS and its restricted subsidiaries conduct;

• make restricted payments;

• enter into agreements limiting restricted subsidiary distributions;

• prepay, redeem or purchase certain indebtedness; and

• engage in certain transactions with affiliates.

In addition, the revolving credit facility and the new term loans under our senior secured credit facility require QuintilesIMS to comply with a quarterly maximum senior secured net leverage ratio test and minimum interest coverage ratio test, which become more restrictive over time. QuintilesIMS’s ability to comply with these financial covenants can be affected by events beyond our control, and QuintilesIMS may not be able to satisfy them. Additionally, the restrictions contained in the indentures governing the outstanding notes could also limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans.

A breach of any of these covenants could result in a default under the Senior Secured Credit Facilities or the indentures governing the outstanding notes, which could trigger acceleration of our indebtedness and may result in the acceleration of or default under any other debt to which a cross-acceleration or cross-default provision applies, which could have a material adverse effect on our business, operations and financial results. In the event of any default under the Senior Secured Credit Facilities, the applicable lenders could elect to terminate borrowing commitments and declare all borrowings and loans outstanding, together with accrued and unpaid interest and any fees and other obligations, to be due and payable. In addition, or in the alternative, the applicable lenders could exercise their rights under the security documents entered into in connection with the Senior Secured Credit Facilities. QuintilesIMS and the other subsidiary guarantors have pledged substantially all of their tangible and intangible assets (subject to customary exceptions) as collateral under the Senior Secured Credit Facilities, including the stock and the assets of certain of our current and future wholly owned United States subsidiaries and a portion of the stock of certain of our non-United States subsidiaries.

If we were unable to repay or otherwise refinance these borrowings and loans when due, the applicable lenders could proceed against the collateral granted to them to secure that indebtedness, which could force us into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under the credit agreement governing the Senior Secured Credit Facilities or the exercise by the applicable lenders of their rights under the security documents would likely have a material adverse effect on us.

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Despite our level of indebtedness, we are able to incur more debt and undertake additional obligations. Incurring such debt or undertaking such additional obligations could further exacerbate the risks to our financial condition.

Although our credit agreement, which governs the senior credit facilities of our wholly owned subsidiary through which we conduct our operations, Quintiles IMS Incorporated (“OpCo”), contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could increase. In addition, the receivables financing agreement for our special purpose subsidiary, Quintiles Funding, LLC (“Quintiles Funding”) limits borrowing based on the amount of receivables purchased by Quintiles Funding from certain of our other subsidiaries, but when supported by the value of such purchased receivables, the debt under our receivables financing facility can increase. As of September 30, 2016, we had $532.0 million of additional available borrowings under our revolving credit facilities.

While the credit agreement also contains restrictions on our and our restricted subsidiaries’ ability to make loans and investments, these restrictions are subject to a number of qualifications and exceptions, and the investments incurred in compliance with these restrictions could be substantial.

Restrictive covenants in our other indebtedness may limit our flexibility in our current and future operations, particularly our ability to respond to changes in our business or to pursue our business strategies.

The terms contained in certain of our indebtedness, including credit facilities and any future indebtedness of ours, may include a number of restrictive covenants that impose significant operating and financial restrictions, including restrictions on our and our restricted subsidiaries’ ability to take actions that we believe may be in our interest. These agreements, among other things, limit our ability to:

• incur additional debt;

• provide guarantees in respect of obligations of other persons;

• issue redeemable stock and preferred stock;

• pay dividends or distributions or redeem or repurchase capital stock;

• prepay, redeem or repurchase debt;

• make loans, investments and capital expenditures;

• enter into transactions with affiliates;

• create or incur liens;

• make distributions from our subsidiaries;

• sell assets and capital stock of our subsidiaries;

• make acquisitions; and

• consolidate or merge with or into, or sell substantially all of our assets to, another person.

A breach of the covenants or restrictions under the agreements governing our other indebtedness could result in a default under the applicable indebtedness. Such default may allow the creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In the event our lenders and noteholders accelerate the repayment of our borrowings, we cannot assure that we and our subsidiaries would have sufficient assets to repay such indebtedness.

Our financial results, our substantial indebtedness and our credit ratings could adversely affect the availability and terms of future financing.

Interest rate fluctuations may affect our results of operations and financial condition.

Because we have variable rate debt, fluctuations in interest rates affect our business. We attempt to minimize interest rate risk and lower our overall borrowing costs through the utilization of derivative financial instruments, primarily interest rate swaps. We have entered into interest rate swaps with financial institutions that have reset dates and critical terms that match those of our senior secured term loan credit facility. Accordingly, any change in market value associated with the interest rate swaps is offset by the opposite market impact on the related debt. As of September 30, 2016, we had approximately $1.7 billion of variable rate indebtedness. In June 2015, we entered into seven forward starting interest rate swaps with a notional value of $440.0 million which became effective June 30, 2016 at which time we had approximately $1.2 billion of variable rate indebtedness. The interest rate swaps expire between March 31, 2017 and March 31, 2020. Because we do not attempt to hedge all of our variable rate debt, we may incur higher interest costs for the portion of our variable rate debt which is not hedged. Once the interest rate swaps are effective, each quarter-point increase or decrease in the variable interest rate would result in our interest expense changing by approximately $4.3 million per year under our unhedged variable rate debt.

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Risks Relating to Ownership of Our Common Stock

The parties to the Shareholders Agreement continue to have significant influence over the Surviving Corporation after the Merger, including control over decisions that require the approval of stockholders, which could limit the ability of other stockholders to influence the outcome of matters submitted to stockholders for a vote.

As of October 26, 2016, certain of the largest post-merger stockholders own approximately 39.6% of the outstanding shares of our common stock. These stockholders are parties to a Shareholders Agreement dated May 3, 2016 (the “Shareholders Agreement”) that superseded and replaced the Quintiles’ Amended and Restated Shareholders Agreement dated February 5, 2015 and the Quintiles’ Second Amended and Restated Registration Rights Agreement, dated May 14, 2013, as amended and the IMS Health Amended and Restated Shareholders Agreement dated as of April 9, 2014.

The parties to the Shareholders Agreement, other than Dr. Dennis Gillings and certain of his affiliates (the “DG Shareholders”) (who have agreed separately to vote in favor of the merger and the transactions contemplated thereby), have agreed to vote for individuals designated to the Surviving Corporation board of directors upon completion of the Merger as follows:

• Ari Bousbib (as our Chief Executive Officer);

• Thomas Pike (as our Vice Chairman);

• one individual designated by the TPG-Q Funds and the TPG-I Funds (collectively “TPG Shareholders”) (until the time at which the TPG Shareholders beneficially own, as a group, less than 5% of our outstanding common stock);

• another individual designated by the TPG Shareholders (until the earlier of (i) the seven year anniversary of completion of the merger and (ii) time at which the TPG Shareholders beneficially own, as a group, 5% or more but less than 12% of our outstanding common stock);

• one individual designated by each of Bain Capital Investors, LLC (“Bain Capital”), the LGP Shareholders and the CPP Shareholder (each until the earlier of (i) the day after our 2018 annual meeting of stockholders or (ii) the time at which such stockholder group beneficially owns less than 2.5% of our outstanding common stock); and

• four individuals who are non-stockholder, independent directors.

The Shareholders Agreement provides that we will use our best efforts to cause Dr. Gillings to be elected as the Lead Director through our 2018 annual meeting of stockholders and to be elected as a director so that he may serve as a director until the day after our 2021 annual meeting of stockholders (provided that the DG Shareholders, as a group, continue to beneficially own at least 2.5% of our outstanding common stock), including using its best efforts to support his nomination for the slate of director nominees for a three-year term at our 2017 and 2020 annual meetings of stockholders.

As a result, the parties to the Shareholders Agreement potentially have the ability to influence decisions of our company to enter into any corporate transaction (and the terms thereof), any change in the composition of our board of directors and any transaction that requires stockholder approval regardless of whether others believe that such change or transaction is in the best interests of our company. Additionally, the parties to the Shareholders Agreement are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the parties to the Shareholders Agreement may also pursue acquisition opportunities that may be complementary to our businesses and, as a result, those acquisition opportunities may not be available to us. So long as the parties to the Shareholders Agreement continue to own a significant amount of our equity, if they exercise their stockholder rights collectively, they will be able to significantly influence our decisions.

Provisions of the corporate governance documents of QuintilesIMS could make an acquisition of QuintilesIMS difficult and may prevent attempts by its stockholders to replace or remove its management, even if beneficial to its stockholders.

In addition to the beneficial ownership of a large percentage of QuintilesIMS common stock by the parties to the Shareholders Agreement, our certificate of incorporation and Delaware bylaws and the General Corporation Law of Delaware (“DGCL”) contain provisions that could make it difficult for a third party to acquire QuintilesIMS even if doing so might be beneficial to its stockholders, including:

• the division of the board of directors into three classes and the election of each class for three-year terms;

• subject to the Shareholders Agreement, the sole ability of the board of directors to fill a vacancy created by the death or resignation of a director or the expansion of the board of directors;

• advance notice requirements for stockholder proposals and director nominations;

• limitations on the ability of stockholders to call special meetings and to take action by written consent;

• the approval of holders of at least seventy-five percent (75%) of the outstanding shares of QuintilesIMS entitled to vote on any amendment, alteration, change, addition or repeal of the Delaware bylaws is required to amend, alter, change, add to or repeal the Delaware bylaws;

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• the required approval of holders of at least seventy-five percent (75%) of the outstanding shares of QuintilesIMS to remove directors, which removal may only be for cause, subject to different requirements in the case of directors elected by a voting group of stockholders and the terms of the Shareholders Agreement; and

• the ability of the board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by the board of directors.

In addition, QuintilesIMS is subject to Section 203 of the DGCL regulating corporate takeovers. Section 203, subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination” with any “interested stockholder” for a period of three years following the date that such stockholder became an interested stockholder unless:

• prior to such date, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers, and employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines “business combination” to include mergers or consolidations between a Delaware corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of the corporation or its majority-owned subsidiaries and transactions which increase an interested stockholder’s percentage ownership of stock. In general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person. These provisions may frustrate or prevent any attempts by stockholders to replace members of the board of directors. Because QuintilesIMS’s board is responsible for appointing the members of management, these provisions could in turn affect any attempt to replace current members of management. As a result, stockholders of QuintilesIMS may lose their ability to sell their stock for a price in excess of the prevailing market price due to these protective measures, and efforts by stockholders to change the direction or management of QuintilesIMS may be unsuccessful.

Our operating results and share price may be volatile, which could cause the value of our stockholders’ investments to decline.

Our quarterly and annual operating results may fluctuate in the future, and such fluctuations may be significant. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. Our operating results and the trading price of our shares may fluctuate in response to various factors, including:

• market conditions in the broader stock market;

• actual or anticipated fluctuations in our quarterly and annual financial and operating results;

• introduction of new products or services by us or our competitors;

• issuance of new or changed securities analysts’ reports or recommendations;

• sales, or anticipated sales, of large blocks of our stock;

• additions or departures of key personnel;

• regulatory or political developments;

• litigation and governmental investigations;

• changing economic conditions; and

• exchange rate fluctuations.

These and other factors, many of which are beyond our control, may cause our operating results and the market price for our shares to fluctuate substantially. While we believe that operating results for any particular quarter are not necessarily a meaningful indication of future results, fluctuations in our quarterly operating results could limit or prevent investors from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly harm our profitability and reputation.

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There may be sales of a substantial amount of our common stock by our current stockholders, and these sales could cause the price of our common stock to fall.

As of October 26, 2016, there were 246,181,560 shares of common stock outstanding. Approximately 39.6% of the outstanding shares of our common stock is held by parties to the Shareholders Agreement).

Each of the parties to the Shareholders Agreement, other than the DG Shareholders (who are covered by the letter agreement described below), have agreed that (i) for 90 days following the completion of the Merger, neither it nor its affiliates will transfer any of our common stock and (ii) after such period has ended, neither it nor its affiliates will, except for certain pledges, transfers to permitted transferees and certain transfers in connection with underwritten public offerings, (x) transfer more than 1% of our outstanding common stock in any calendar quarter or (y) transfer any shares of our  outstanding common stock to a third party such that, to such stockholder’s knowledge, as a result of such transfer, such third party would, together with its affiliates if applicable, own 10% or more of the total voting power of our voting stock.

The DG Shareholders have entered into a letter agreement with us pursuant to which they have agreed that (i) for 90 days following the completion of the Merger, the DG Shareholders will not transfer any of our common stock; and (ii) following such period, until the earlier of (x) the day after our 2021 annual meeting of stockholders (y) the date that the DG Shareholders, together with their affiliates, cease to own at least 2.5% of our outstanding common stock or (z) the date on which the DG Shareholders have withdrawn from the Shareholders Agreement in accordance with its terms, neither the DG Shareholders nor their affiliates will transfer more than 1% of our outstanding common stock in any calendar quarter or transfer any shares of our outstanding common stock to a third party that, to such stockholder’s knowledge, as a result of such transfer would own 10% or more of our outstanding common stock, in each case except for certain pledges, transfers to permitted transferees and certain transfers in connection with underwritten public offerings.

Sales of substantial amounts of our common stock in the public market, or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future. For example, as restrictions on resale end, the market price of our common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Stockholders that are a party to the Shareholders Agreement may require us to register their shares for resale under the federal securities laws, subject to certain requirements. Under the Shareholders Agreement, we are required to pay the registration expenses associated with the registration of such shares, not including the underwriting discounts, commissions and transfer taxes. Registration of those shares would allow those stockholders to immediately resell their shares in the public market. Any such sales or the anticipation of such sales may cause the market price of our common stock to decline.

Since we have no current plans to pay regular cash dividends on our common stock, stockholders may not receive any return on investment unless they sell their common stock for a price greater than that which they paid for it.

Although we have previously declared dividends to our stockholders prior to our initial public offering in May 2013, we do not currently anticipate paying any regular cash dividends on our common stock. Any decision to declare and pay dividends in the future will be made at the discretion of our Board and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our Board may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our existing credit facilities. Therefore, any return on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur.

Our certificate of incorporation contains a provision renouncing any interest and expectancy in certain corporate opportunities identified by certain of our affiliates, even if such corporate opportunities are ones that we might reasonably be deemed to have pursued or had the ability or desire to pursue.

Our certificate of incorporation provides that our company renounces any interest or expectancy in the business opportunities of the TPG Shareholders, the Bain Shareholders, CPP Investment Board Private Holdings Inc. (“CPP Shareholder”), and Leonard Green & Partners, L.P. (“LGP Shareholders”), and their affiliates (other than our company and our subsidiaries) and all of their respective partners, principals, directors, officers, members, managers, managing directors and/or employees, and each such person will have no obligation to offer us such opportunities. This provision applies to these stockholders (and associated parties) only for so long as a nominee designated by the stockholder under the Shareholders Agreement continues to serve on the board. Stockholders are deemed to have notice of and have consented to this provision of our certificate of incorporation.

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Therefore, a director or officer of our company who also serves as a director, officer, member, manager, or employee of such stockholders may pursue certain business opportunities, including acquisitions, that may be complementary to its business and, as a result, such opportunities may not be available to us. These potential conflicts of interest could have a material adverse effect on the business, financial condition, results of operations, or prospects of our company if attractive corporate opportunities are allocated by such stockholders to themselves or their other affiliates instead of to us.

Risks Relating to the Merger

QuintilesIMS may be unable to fully realize the competitive and operating synergies that are projected to be achieved through the combination of Quintiles’ services and IMS Health’s offerings.

Part of the strategic rationale for the Merger is the opportunity for us to potentially drive additional revenue and earnings through the utilization by Quintiles of IMS Health’s data assets and capabilities in accelerating clinical trials. However, the utilization of data in the two companies’ markets is still evolving and subject to a number of risks and uncertainties, including the following:

• government regulatory agencies and legislative bodies, including agencies and legislatures regulating the use of personal data, may impose new conditions or restrictions which affect our use of IMS Health data;

• Our clients may decide that they will not award additional business to QuintilesIMS based on its data capabilities;

• implementation of any operational plans to create new data products and solutions for our clients will likely be complex and technically challenging to implement, and may be subject to delays and cost overruns and there is no assurance that the implementation can be carried out effectively;

• clinical research is a complex and evolving area, and creating effective approaches involving the use of third party data to drive more effective and efficient research outcomes is difficult and challenging; and

• third parties outside of the control of Quintiles and IMS Health (including suppliers, regulators, and clients) may impose restrictions or conditions which affect the projected data synergies arising from the transaction.

We are unable to predict the extent to which these factors will inhibit our business plans and any one of them could result in decreased or delays in our performance.

We may fail to realize all of the anticipated benefits of the Merger or those benefits may take longer to realize than expected. We may also encounter significant difficulties in integrating the two businesses.

Our ability to realize the anticipated benefits of the transaction will depend, to a large extent, on our ability to integrate the two businesses. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, Quintiles and IMS Health will be required to devote significant management attention and resources to integrating their business practices and operations. The integration process may disrupt the businesses and, if implemented ineffectively, would restrict the realization of the full-expected benefits. The failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the transaction could cause an interruption of or a loss of momentum in, the activities of QuintilesIMS and could adversely affect the results of operations of QuintilesIMS.

In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of client relationships, and diversion of management’s attention. The difficulties of combining the operations of the companies include, among others:

• difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from the combination;

• difficulties in the integration of the companies’ businesses;

• difficulties in managing the expanded operations of a significantly larger and more complex company;

• challenges in attracting and retaining key personnel; and

• potential unknown liabilities and unforeseen increased expenses or delays associated with the merger.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact our business, financial condition and results of operations. In addition, even if the operations of the businesses of Quintiles and IMS Health are integrated successfully, the full benefits of the transaction may not be realized, including the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in the integration of the businesses of Quintiles and IMS Health. All of these factors could negatively impact our earnings per share, decrease or delay the expected accretive effect of the transaction and negatively impact the price of our shares. As a result, there is no assurance that the combination of Quintiles and IMS Health will result in the realization of the full benefits anticipated from the Merger.

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Our market price following the closing may be affected by factors different from those that historically have affected IMS Health common stock and Quintiles common stock.

On October 3, 2016, holders of shares of IMS Health common stock (other than shares of IMS Health common stock held in treasury or owned by Quintiles or subsidiaries of either company (the “Excluded Shares”)) and Quintiles common stock became holders of our common stock (NYSE Symbol: “Q”). Quintiles’ businesses differ from those of IMS Health, and accordingly our results of operations will be affected by some factors that are different from those currently affecting the results of operations of IMS Health. Our results of operation may also be affected by factors different from those currently affecting Quintiles.

We expect to incur substantial transaction fees and merger related costs in connection with the Merger.

We expect to incur a number of substantial expenses, totaling approximately $82 million, associated with completing the Merger, including all filing and other fees paid to the United States Securities and Exchange Commission in connection with the Merger, and combining the operations of the two companies. While we have assumed that a certain level of transaction and coordination expenses will be incurred, there are a number of factors beyond our control that could affect the total amount or the timing of these transaction and coordination expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. Additional unanticipated costs may be incurred in the integration of the businesses of Quintiles and IMS Health, and such costs could become substantial. Although it is expected that the elimination of certain duplicative costs, as well as the realization of other efficiencies related to the integration of the two businesses, will offset the incremental transaction and merger related costs over time, this net benefit may not be achieved in the near term, or at all. These costs could adversely affect the financial condition and results of operation of QuintilesIMS following the Merger.

If the Merger does not qualify as a reorganization under Section 368(a) of the Internal Revenue Code, IMS Health and the IMS Health stockholders may be required to pay substantial United States federal income taxes.

It was a condition to the completion of the Merger that legal opinions from tax counsel were received that the Merger will be treated for United States federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. These opinions were based on certain assumptions and representations as to factual matters from Quintiles and IMS Health, as well as certain covenants and undertakings by Quintiles and IMS Health. If any of the assumptions, representations, covenants or undertakings is incorrect, incomplete, inaccurate or is violated in any material respect, the validity of the conclusions reached by tax counsel would be jeopardized. Additionally, an opinion of counsel is not binding on the Internal Revenue Service (“IRS”) or any court, so there can be no certainty that the IRS will not challenge the conclusions reflected in the opinions or that a court will not sustain such a challenge. If the IRS or a court determines that the Merger should not be treated as a “reorganization,” a holder of IMS Health common stock that is a United States Holder would generally recognize gain or loss upon the exchange of IMS Health common stock for QuintilesIMS common stock pursuant to the Merger. In addition, if the Merger is not treated as a “reorganization,” IMS Health would recognize gain or loss, measured generally by the difference between the fair market value of IMS Health’s assets and IMS Health’s adjusted tax basis in such assets.

The future results of QuintilesIMS will suffer if we do not effectively manage its expanded operations following the completion of the Merger.

Following the completion of the Merger, the size of the business of QuintilesIMS increased significantly beyond the current size of either Quintiles’ or IMS Health’s business. Our future success depends, in part, upon our ability to manage this expanded business, which poses substantial challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. If we are unsuccessful in managing our integrated operations, or if we do not realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the Merger, the operations and financial condition of QuintilesIMS could be adversely affected and we may not be able to take advantage of business development opportunities.

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.

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Purchases of Equity Securities by the Issuer

Not applicable.

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.

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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 November 3, 2016.

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)

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EXHIBIT INDEX

				Incorporated by Reference
Exhibit  Number		Exhibit Description	FiledHerewith	Form	File No.	Exhibit	Filing Date
2.1	*	Agreement and Plan of Merger, dated as of May 3, 2016, by and between Quintiles Transnational Holdings Inc. and IMS Health Holdings, Inc. (which includes the Plan of Conversion dated as of May 3, 2016 as Exhibit A thereto).		8-K	001-35907	2.1	May 3, 2016
3.1		Articles of Conversion, as filed with the North Carolina Secretary of State on October 3, 2016.		8-K	001-35907	3.1	October 3, 2016
3.2		Certificate of Conversion, as filed with the Delaware Secretary of State on October 3, 2016.		8-K	001-35907	3.2	October 3, 2016
3.3		Amended and Restated Certificate of Incorporation, as filed with the Delaware Secretary of State on October 3, 2016.		8-K	001-35907	3.3	October 3, 2016
3.4		Amended and Restated Bylaws, effective October 3, 2016.		8-K	001-35907	3.4	October 3, 2016
4.1		Indenture, dated as of September 28, 2016, among Quintiles IMS Incorporated, the Guarantors listed therein and U.S. Bank National Association, as Trustee.		8-K	001-35907	4.1	October 3, 2016
4.2		Senior Note Indenture, dated as of October 24, 2012, among IMS Health Incorporated, as Issuer, the Guarantors party thereto, and Wells Fargo Bank, National Association, as Trustee.		IMS Health S-1	333-193159	4.9	January 2, 2014
4.3		Senior Note Indenture, dated as of March 30, 2015, among IMS Health Incorporated, as Issuer, the Guarantors party thereto, and Deutsche Trustee Company Limited, as Trustee.		IMS Health 10-Q	001-36381	4.1	May 15, 2015
10.1		Letter agreement between the Company and Michael R. McDonnell effective on October 3, 2016.		8-K	001-35907	10.1	October 3, 2016
10.2		Letter agreement between the Company and James H. Erlinger III effective on October 3, 2016.		8-K	001-35907	10.2	October 3, 2016
10.3		Form of Restricted Stock Award Agreement.	X
10.4		Amended and Restated Employment Agreement among IMS Health Holdings, Inc., IMS Health Incorporated and Ari Bousbib, dated February 12, 2014.		IMS Health S-1/A	333-193159	10.25	March 10, 2014
10.5		Quintiles IMS Holdings, Inc. 2010 Equity Incentive Plan.		8-K	001-35907	10.5	October 3, 2016
10.6		Quintiles IMS Holdings, Inc. 2014 Incentive and Stock Award Plan.		8-K	001-35907	10.6	October 3, 2016
10.7		Quintiles IMS Holdings, Inc. Defined Contribution Executive Retirement Plan.		8-K	001-35907	10.7	October 3, 2016
10.8		Form of Indemnification Agreement with each of the non-management directors of the Registrant.		8-K	001-35907	10.8	October 3, 2016

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10.9	Amendment No. 3 to Third Amended and Restated Credit Agreement, dated as of October 3, 2016, among Quintiles IMS Incorporated, IMS AG, IMS Japan K.K., Quintiles IMS Holdings, Inc., the Guarantors party thereto, Bank of America N.A., as Administrative Agent and Collateral Agent, and the other Lenders party thereto, the Incremental Term A-3 Lenders party thereto and the Incremental Revolving Credit Lenders party thereto.		8-K	001-35907	10.9	October 3, 2016
10.10	Senior Note Purchase Agreement, dated September 14, 2016, between IMS Health Incorporated, a wholly owned subsidiary of IMS Health Holdings, Inc., and the representative of the initial purchasers named therein.	X
10.11	Third Amended and Restated Credit Agreement, dated as of March 17, 2014, among IMS Health Incorporated, as the Parent Borrower, IMS AG, as a Borrower, IMS Japan K.K., as a Borrower, Healthcare Technology Intermediate Holdings, Inc., as Holdings, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto.		IMS Health S-1/A	333-193159	10.32	March 24, 2014
10.12	Incremental Amendment No. 1, dated May 11, 2015, to Third Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2014, among IMS Health Incorporated, as the Parent Borrower, IMS AG, as a Borrower, IMS Japan K.K., as a Borrower, Healthcare Technology Intermediate Holdings, Inc., as Holdings, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2015.		IMS Health 10-Q	001-36381	10.1	May 15, 2015
10.13	Incremental Amendment No. 2, dated January 15, 2016, to Third Amended and Restated Credit and Guaranty Agreement, dated as of March 17, 2014, among IMS Health Incorporated, as the Parent Borrower, IMS AG, as a Borrower, IMS Japan K.K., as a Borrower, Healthcare Technology Intermediate Holdings, Inc., as Holdings, Bank of America, N.A. as Administrative Agent, Swing Line Lender and L/C Issuer, and the other lenders party thereto, incorporated herein by reference to the Company’s Form 8-K filed with the SEC.		IMS Health 8-K	001-36381	10.1	January 21, 2016
10.14	Amended and Restated Pledge and Security Agreement, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., IMS Health Incorporated, each of the grantors party thereto, and Bank of America, N.A., as Administrative Agent, incorporated herein by reference to Amendment 3 to the Company’s Registration Statement on Form S-1 filed with the SEC.		IMS Health S-1/A	333-193159	10.33	March 24, 2014

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10.15	U.S. Guaranty, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., as Holdings, IMS Health Incorporated, as Parent Borrower, the other Guarantors party thereto from time to time, and Bank of America, N.A., as Administrative Agent.	IMS Health S-1/A	333-193159	10.34	March 24, 2014
10.16	2013 IMS Health Annual Incentive Compensation Plan.	IMS Health S-1	333-193159	10.6	January 2, 2014
10.17	IMS Health Incorporated Employee Protection Plan and Summary Plan Description (as Amended and Restated effective January 1, 2014).	IMS Health 10-Q	001-3681	10.1	July 28, 2016
10.18	First Amendment to the IMS Health Incorporated Employee Protection Plan and Summary Plan Description (effective June 1, 2016).	IMS Health 10-Q	001-3681	10.2	July 28, 2016
10.19	IMS Health Incorporated Defined Contribution Executive Retirement Plan, as amended and restated.	IMS Health S-1	333-193159	10.10	January 2, 2014
10.20	First Amendment to the IMS Health Incorporated Retirement Excess Plan, dated March 17, 2009.	IMS Health S-1	333-193159	10.12	January 2, 2014
10.21	Second Amendment to the IMS Health Incorporated Retirement Excess Plan, dated December 8, 2009.	IMS Health S-1	333-193159	10.13	January 2, 2014
10.22	Third Amendment to the IMS Health Incorporated Retirement Excess Plan, dated April 5, 2011.	IMS Health S-1	333-193159	10.14	January 2, 2014
10.23	Fourth Amendment to the IMS Health Incorporated Retirement Excess Plan (effective May 3, 2016).	IMS Health 10-Q	001-36381	10.3	July 28, 2016
10.24	IMS Health Incorporated Savings Equalization Plan, as amended and restated effective as of January 1, 2011.	IMS Health S-1	333-193159	10.15	January 2, 2014
10.25	Healthcare Technology Holdings, Inc. 2010 Equity Incentive Plan, as amended and restated.	IMS Health S-1/A	333-193159	10.16	February 13, 2014
10.26	Form of IMS Time-and Performance-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.	IMS Health S-1	333-193159	10.17	January 2, 2014
10.27	Form of IMS Time-Based Stock Option Award Agreement under the 2010 Equity Incentive Plan.	IMS Health S-1	333-193159	10.18	January 2, 2014
10.28	Form of IMS Director Stock Option Award Agreement under the 2010 Equity Incentive Plan.	IMS Health S-1	333-193159	10.19	January 2, 2014
10.29	Form of IMS Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.	IMS Health S-1	333-193159	10.20	January 2, 2014
10.30	Form of IMS Director Restricted Stock Unit Award Agreement under the 2010 Equity Incentive Plan.	IMS Health S-1	333-193159	10.21	January 2, 2014
10.31	Form of IMS Rollover Stock Appreciation Right Award Agreement under the 2010 Equity Incentive Plan.	IMS Health S-1	333-193159	10.22	January 2, 2014
10.32	Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December 1, 2010.	IMS Health S-1/A	333-193159	10.23	February 13, 2014

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10.33	Senior Management Nonstatutory Option Agreement between Healthcare Technology Holdings, Inc. and Ari Bousbib, dated December 1, 2010.		IMS Health S-1/A	333-193159	10.24	February 13, 2014
10.34	IMS 2014 Incentive and Stock Award Plan.		IMS Health S-1/A	333-193159	10.26	March 10, 2014
10.35	Form of IMS Stock Appreciation Rights Agreement under the 2014 Incentive and Stock Award Plan.		IMS Health 8-K	001-36381	10.1	February 10, 2015
10.36	Form of IMS Performance Share Award Agreement under the 2014 Incentive and Stock Award Plan.		IMS Health 8-K	001-36381	10.2	February 10, 2015
10.37	Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 12, 2014, incorporated herein by reference to Amendment 2 to the Company’s Registration Statement on Form S-1 filed with the SEC on March 10, 2014.		IMS Health S-1/A	333-193159	10.29	March 10, 2014
10.38	2014 IMS Health Annual Incentive Plan.		IMS Health S-1/A	333-193159	10.30	March 10, 2014
10.39	Amendment No. 1, dated December 31, 2015, to Restricted Stock Unit Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 12, 2014.		IMS Health 10-K	001-36381	10.33	February 19, 2016
10.40	Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib, dated February 10, 2015.		IMS Health 10-K	001-36381	10.34	February 19, 2016
10.41	Amendment No. 1, dated December 31, 2015, to Stock Appreciation Rights Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated February 10, 2015.		IMS Health 10-K	001-36381	10.35	February 19, 2016
10.42	Restricted Stock Award Agreement between IMS Health Holdings, Inc. and Ari Bousbib dated December 31, 2015.		IMS Health 10-K	001-36381	10.36	February 19, 2016
31.1	Certification of Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
31.2	Certification of Executive Vice President and Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
32.2	Certification of Executive Vice President and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101	Interactive Data Files Pursuant to Rule 405 of Regulation S-T: (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements	X

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*The Merger Agreement and the description thereof included herein have been included to provide investors and stockholders with information regarding the terms of the agreement. They are not intended to provide any other factual information about Quintiles or IMS Health or their respective subsidiaries or affiliates or stockholders. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Quintiles or IMS Health. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about Quintiles or IMS Health and their respective subsidiaries that the respective companies include in reports, statements and other filings they make with the United States Securities and Exchange Commission.

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EX-10.3

Exhibit 10.3

Quintiles Transnational HOLDINGS INC.

2013 Stock Incentive Plan

AWARD AGREEMENT

(Awarding Restricted Stock)

THIS AWARD AGREEMENT (this “Agreement”) is made by and between Quintiles Transnational Holdings Inc., a North Carolina corporation (the “Company”), and [_________] (the “Participant”) pursuant to the provisions of the Quintiles Transnational Holdings Inc. 2013 Stock Incentive Plan (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, or has agreed to provide, services to the Company, or Affiliate or a Subsidiary of the Company, as an Employee, Director or Third Party Service Provider; 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 an Award of Restricted Stock on the terms and conditions and subject to the restricted set forth in this Agreement and the Plan.

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

1.     Grant of Restricted Stock.  Effective as of «Date» (the “Date of Grant”), the Company hereby grants to the Participant on the Date of Grant an Award of Restricted Stock consisting of, in the aggregate, «Number» Shares (the “Restricted Stock”), subject to the terms and conditions of this Agreement and the Plan.  For purposes of this Agreement, the period during which the Restricted Stock remains subject to the transfer restrictions set forth herein shall be called the “Restricted Period”.

2.     Vesting Schedule.  Unless such period shall earlier lapse in accordance with the express terms of Section 3 of this Agreement, the Restricted Period shall lapse as to the specified portion of the Restricted Stock in accordance with the following schedule:  

Vesting Date	Portion of Restricted Stock Vesting
«Date»	[One-third (1/3)]
«Date»	[One-third (1/3)]
«Date»	[Remaining one-third (1/3)]

3.     Treatment of Restricted Stock upon Termination of Employment.  

(a)Forfeiture of Restricted Stock upon Voluntary Termination or Termination for Cause.  In the event that (i) the Participant terminates his employment with the Company and

each of its Subsidiaries other than for Good Reason, or (ii) the Participant’s employment is terminated by the Company for Cause, in each case prior to the lapsing of the Restricted Period, any unvested Restricted Stock shall be forfeited and revert back to the Company as of the date of termination without any payment to the Participant.  For purposes of this Agreement, the terms “Cause” and “Good Reason” shall have the meanings ascribed to them in the Employment Agreement.

(b)Vesting upon Death, Disability, Termination by the Company without Cause or Voluntary Termination for Good Reason.  In the event of the Participant’s termination with the Company and each of its Subsidiaries terminates due to (i) his death, (ii) his Disability, (iii) the termination of employment by the Company without Cause or (iv) the termination of employment by the Participant for Good Reason, then notwithstanding the schedule set forth in Section 2 hereof, the Restricted Period shall immediately and automatically lapse, without further action by the Company, on the date of such termination as to any unvested Restricted Stock then still subject to the Restricted Period, and the Restricted Stock that have not previously vested shall immediately vest.  For purposes of this Agreement, “Disability” shall have the meaning ascribed to “disability” in Section 4.3 of the Employment Agreement.

4.     Rights as a Shareholder; Dividends. During the Restricted Period, the Participant shall not be entitled to any rights as a shareholder with respect to the Restricted Stock and shall not be entitled to vote or receive dividends on such Shares.

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 Restricted Stock or Shares together with any other legends that may be required by the Company or by the provisions of any applicable laws, including state or federal securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE QUINTILES TRANSNATIONAL HOLDINGS INC. 2013 STOCK INCENTIVE 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.     Restrictions on Shares; Non-transferability during Restricted Period.  

2

(a)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 and state securities law in exercising his or her rights under this Agreement.  

(b)During the Restricted Period, the Restricted Stock is not assignable or transferable, in whole or in part, and it may not, directly or indirectly, be offered, transferred, sold, pledged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including, but not limited to, by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Participant upon the Participant’s death or with the Company’s consent (in which case the Restricted Stock shall remain subject to the vesting and other restrictions as set forth herein).  Any purported transfer in violation of this Section 6 shall be void ab initio.   Furthermore, notwithstanding any other provision of this Agreement, the Participant may not sell the Shares unless such shares are registered under the Securities Act of 1933, as amended (the “Securities Act”), or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale, pledge or transfer of the Shares must also comply with other applicable laws and regulations governing the Shares, and the Committee may impose restrictions upon the sale, pledge, or other transfer of such shares (including the placement of appropriate legends on stock certificates, the imposition of minimum holding period requirements or stop transfer orders or other restrictions under applicable federal securities laws or under the requirements of any stock exchange or market upon which such Shares are then listed or traded, or under any blue sky or state securities laws as may be applicable to such Shares) if, in the judgment of the Committee, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Act, the securities laws of any state, or any other applicable law.

8.Forfeiture.  Where a Participant engages in certain competitive activity or is terminated by the Company for Cause, his or her Restricted Stock and Shares are subject to forfeiture conditions under Section 11.3 of the Plan.  Upon the occurrence of any of the events set forth in Section 11.3 of the Plan, in addition to the remedies provided in Section 11.3, the Company shall be entitled to issue a stop transfer order and other document implementing the forfeiture to its transfer agent, the depository or any of its nominees, and any other person with respect to the Restricted Stock and the Shares.

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 heirs, executors, administrators, successors and assigns.

10.     Interpretation.  Any dispute regarding the interpretation of this Agreement shall be submitted by the Participant or by the Company forthwith to the Committee, which shall review such dispute at its next regular meeting.  The resolution of such a dispute by the Committee shall be final and binding on all parties.

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11.     Tax Consequences; Withholding.  The Company or one of its Subsidiaries may require the Participant to remit to the Company an amount in cash sufficient to satisfy any applicable U.S. federal, state and local and non-U.S. tax withholding obligations that may arise in connection with the vesting of the Restricted Stock.  Notwithstanding the preceding sentence, unless previously satisfied on or prior to the vesting date, the Company shall retain a number of Shares subject to the Restricted Stock then vesting that have an aggregate Fair Market Value as of the vesting date equal to the amount of such taxes required to be withheld (and the Participant shall thereupon be deemed to have satisfied his or her obligations under this Section 11); provided that the number of Shares retained shall be effected at a rate determined by the Company that is permitted under applicable IRS withholding rules and that does not to cause adverse accounting consequences (it being understood that the value of any fractional Share shall be paid in cash).  The number of Shares registered in the name of the Participant shall thereupon be reduced by the number of Shares so retained.  The method of withholding set forth in the immediately preceding sentence shall not be available if withholding in this manner would violate any financing instrument of the Company or any of its Subsidiaries or to the extent that a facility is available to the Participant by which the Participant may sell Shares in the public market to satisfy such obligations.

12.     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 the Award of Restricted Stock does not create any contractual or other right to receive future grants of Restricted Stock or other Awards 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 Restricted Stock 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 Restricted Stock is an extraordinary item of compensation; and (vii) that the Restricted Stock 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.

13.     Employee Data Privacy.  As a condition of the grant of these Restricted Stock, the Participant consents to the collection, use and transfer of personal data as described in this paragraph.  The Participant understands that the Company and its Affiliates 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 common stock or directorships held in the Company, details of all Restricted Stock or other entitlement to Shares 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 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 may each further transfer Data to any third parties assisting the Company in the implementation, administration and management of the Plans.  The Participant understands that these recipients may be located in the Participant’s country of residence or elsewhere.  The Participant authorizes

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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 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 the Data, require any necessary amendments to it or withdraw the consent herein in writing by contacting the local human resources representative.  

14.     Entire Agreement; Governing Law.  The Plan is incorporated herein by reference.  The Plan and this Agreement 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 is governed by the internal substantive laws but not the choice of law rules of North Carolina.

15.     Electronic Delivery.  Notwithstanding anything to the contrary contained in this Award Agreement or in the Plan, the Company may, in its sole discretion, deliver and, by acceptance of this grant, the Participant hereby explicitly and unambiguously consents and agrees to the receipt and delivery of, any notices permitted or required hereunder, documents related to any Awards granted under the Plan and/or any other information (including, without limitation, information required to be delivered to the Participant pursuant to applicable securities laws) regarding the Company and the Subsidiaries or the Plan by electronic means, including but not limited to through the Participant’s electronic account, through another on-line or electronic account system established and maintained by the Company or another third party designated by the Company or via the Company website. Such consent shall remain in effect throughout the Participant’s term of employment or service with the Company and thereafter until withdrawn in writing by the Participant. The Participant acknowledges that the Participant may receive from the Company a paper copy of any notices or documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.

16.     Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.  Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means (including, without limitation, a clickthrough button or checkbox on a website of the Company or a third-party administrator) intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original signature.

By signing below, you accept the grant of this Award of Restricted Stock and agree that this Award of Restricted Stock is subject in all respects to the terms and conditions of the Plan.  Copies of the Plan and a Prospectus containing information concerning the Plan are available upon request to [Global Incentives]_______________ at _______________.  

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PARTICIPANT	QUINTILES TRANSNATIONAL HOLDINGS  INC.
_____________________________	By:___________________________________
Signature	Name:  _______________________________
	Title:  ________________________________

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EX-10.10

Exhibit 10.10

IMS Health Incorporated

$1,050,000,000 5.000% Senior Notes due 2026

€625,000,000 3.500% Senior Notes due 2024

Purchase Agreement

September 14, 2016

Goldman, Sachs & Co.

As representative of the several Purchasers

named in Schedule II hereto,

c/o Goldman, Sachs & Co.200 West Street

New York, New York 10282-2198

Ladies and Gentlemen:

IMS Health Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this Purchase Agreement (this “Agreement”), to issue and sell to (i) the Purchasers named as Dollar Note Purchasers in Schedule II hereto (the “Dollar Note Purchasers”) an aggregate of $1,050,000,000 principal amount of 5.000% Senior Notes due 2026 (the “Dollar Notes”) and (ii) the Purchasers named as Euro Note Purchasers in Schedule II hereto (the “Euro Note Purchasers” and, together with the Dollar Note Purchasers, the “Purchasers”) an aggregate of €625,000,000 principal amount of 3.500% Senior Notes due 2024 (the “Euro Notes” and, together with the Dollar Notes, the “Securities”).  The Securities will be issued by the Company pursuant to the Indenture (as defined herein), among the Company, the Guarantors (as defined herein) and U.S. Bank National Association, as trustee (the “Trustee”).  Goldman, Sachs & Co. is acting as representative (the “Representative”) in connection with the offering and sale of the Securities.  The term “Representative” shall mean either the singular or plural as the context requires.

The Securities will be guaranteed (the “Closing Guarantees”) on a senior unsecured basis by each of the Company’s U.S. subsidiaries that guarantees the Company’s obligations under the senior secured credit facilities (the “Credit Facilities”) described in the Offering Circular (as defined below) and set forth on Schedule V hereto (collectively, the “Closing Guarantors” and, each individually, a “Closing Guarantor”).  On the Closing Date (as defined herein), each of the Company, the Closing Guarantors and the Trustee will enter into an indenture (the “Initial Indenture”), and on the Merger Date (as defined herein), each of the entities listed on Schedule VI hereto (the “Post-Closing Guarantors” and, together with the Closing Guarantors, the “Guarantors”), substantially concurrently with the provision by such entities of a guarantee in respect of the obligations of the obligors under the Credit Facilities, will, following the consummation of the Merger (as defined below), by execution of a supplemental indenture (the “Supplemental Indenture” and, together with the Initial Indenture, the “Indenture”) to the Initial Indenture, jointly and severally guarantee (collectively, the “Post-Closing Guarantees” and, together with the Closing Guarantees, the “Guarantees”) the Securities as of and from the Merger Date (as defined below), on a senior unsecured basis as to the payment of principal and interest thereon. The representations, warranties and agreements of the Post-Closing Guarantors under this Agreement shall not become effective until the consummation of the Merger (such date, the “Merger Date”) and the execution

by the Post-Closing Guarantors of a joinder agreement to this Agreement, substantiallyin the form attached hereto as Exhibit A (the “Joinder Agreement”), at which time such representations,warranties and agreements shall become effective according to the terms of the JoinderAgreement and the Post-Closing Guarantors shall,without any further action by any person, become aparty to this Agreement.

The Securities are being issued in connection with the proposed merger (the “Merger”) of (i) the Parent (as defined below) with and into Quintiles Transnational Holdings Inc. a North Carolina corporation (“Quintiles Holdings”), and (ii) Quintiles Transnational Corp., a North Carolina corporation (and, together with Quintiles Holdings, “Quintiles”) with and into the Company, in each case, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of May 3, 2016 (the “Merger Agreement”), by and between IMS Health Holdings, Inc. and Quintiles Holdings. For the avoidance of doubt, the performance of the parties’ obligations hereunder is not conditioned on the consummation of the Merger.

1. The Company and the Closing Guarantors jointly and severally represent and warrant to (it being understood that, for the purposes of the representations and warranties set forth below, references to subsidiaries or affiliates of the Company or Guarantors shall not include Quintiles or the Post-Closing Guarantors, provided, that, upon execution of the applicable Joinder Agreement, the Post-Closing Guarantors shall be deemed subsidiaries and affiliates of the Company and the Closing Guarantors and shall make the following representations, warranties and agreements pursuant to Section 1 of the Joinder Agreement), and agree with, each of the Purchasers that:

(a) A preliminary offering memorandum, dated September 12, 2016 (the “Preliminary Offering Circular”), and a final offering memorandum, dated September 14, 2016 (the “Offering Circular”), have been prepared in connection with the offering of the Securities.  The Preliminary Offering Circular, as amended and supplemented immediately prior to the Applicable Time (as defined in Section 1(b)), is hereinafter referred to as the “Pricing Circular”.  Any reference to the Preliminary Offering Circular, the Pricing Circular or the Offering Circular shall be deemed to refer to and include all documents filed with the United States Securities and Exchange Commission (the “Commission”) pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934 (as amended, the “Exchange Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder) by the Parent or Quintiles, on or prior to the date of such memorandum and incorporated by reference therein and any reference to the Preliminary Offering Circular, the Pricing Circular or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act by the Parent or Quintiles after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and prior to such specified date and incorporated by reference therein and (ii) any Additional Issuer Information (as defined below) furnished by the Company prior to the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Circular, the Pricing Circular or the Offering Circular, as the case may be, or any amendment or supplement thereto are hereinafter called the “Exchange Act Reports” (provided that where only sections of such documents are specifically incorporated by reference, only such sections shall be considered to be part of the “Exchange Act Reports”).  The Exchange Act Reports filed by the Parent, when they were or are filed with the Commission,

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conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, and the Exchange Act Reports filed by the Parent and, to the actual knowledge of the Company and the Guarantors, Quintiles did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and no such documents were filed with the Commission between the Commission’s close of business on the business day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule I(a) hereof.   As used herein, “Additional Issuer Information” means information to holders of Securities and prospective purchasers of securities satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the United States Securities Act of 1933, as amended (the “Securities Act”).  The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto did not and will not, as of their respective dates and as of the Closing Date, in the case of the Offering Circular, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through the Representative expressly for use therein;

(b) For the purposes of this Agreement, the “Applicable Time” is 9:50 a.m. (Eastern time) on September 14, 2016; the Pricing Circular as supplemented by the information set forth in Schedule III hereto, taken together (collectively, the “Pricing Disclosure Package”) as of the Applicable Time, did not, and as of the Closing Date, will not, include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Company Supplemental Disclosure Document (as defined in Section 6(a)(i)) listed on Schedule I(b) hereto and each Permitted General Solicitation Material (as defined in Section 6(a)(i)) and listed on Schedule I(d) hereto) does not conflict with the information contained in the Pricing Circular or the Offering Circular and each such Company Supplemental Disclosure Document and Permitted General Solicitation Material, as supplemented by and taken together with the Pricing Disclosure Package as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to statements or omissions made in a Company Supplemental Disclosure Document or Permitted General Solicitation Material in reliance upon and in conformity with information furnished in writing to the Company and/or any of the Guarantors by a Purchaser through the Representative expressly for use therein;

(c) The Company and its subsidiaries, taken as a whole, have not sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package (or, in the case of Quintiles and its subsidiaries, to the actual knowledge of the Company and the Guarantors, December 31, 2015) any material loss or

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interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package; and, since the respective dates as of which information is given in the Pricing Disclosure Package, there has not been any change in the long‑term debt of the Company and its subsidiaries, taken as a whole (or, to the actual knowledge of the Company and the Guarantors, Quintiles and its subsidiaries, taken as a whole), or any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the financial condition or in the business or operations of the Company and its subsidiaries, taken as a whole (or, to the actual knowledge of the Company and the Guarantors, Quintiles and its subsidiaries, taken as a whole) (any such change, a “Material Adverse Effect”), other than as set forth or contemplated in the Pricing Disclosure Package;

(d) The Company and its subsidiaries have valid title in fee simple to all real property and good and marketable title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects except (i) such as are described in the Pricing Disclosure Package or such as do not affect the value of such property and do not interfere with the use made or proposed to be made of such property by the Company and its subsidiaries or would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, and (ii) liens permitted by the Indenture; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases (subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and to limitations of public policy (collectively, the “Enforceability Limitations”)), with such exceptions as do not materially interfere with the use made or proposed to be made of such property by the Company and its subsidiaries and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect;

(e) Each of the Company and the Guarantors has been duly incorporated or formed and is validly existing as a corporation or other entity in good standing under the laws of the jurisdiction of its incorporation or formation, with power and authority (corporate and other) to own its properties and conduct its business as described in the Pricing Disclosure Package and the Offering Circular, and has been duly qualified as a foreign corporation or other entity for the transaction of business and is in good standing under the laws of each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect;

(f) The Company has an authorized capitalization as set forth in the Pricing Disclosure Package and the Offering Circular, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non‑assessable; and all of the issued shares of capital stock

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of each subsidiary of the Company have been duly and validly authorized and issued, are fully paid and non‑assessable and are owned directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims (other than as set forth in the Pricing Disclosure Package and the Offering Circular).  Other than as set forth in the Pricing Disclosure Package, there is no existing option, warrant, call, right, commitment or other agreement to which the Company or any of the Guarantors is a party requiring, and there is no membership interest or other equity interests of the Company or any of the Guarantors outstanding which upon conversion or exchange would require, the issuance by the Company or any of the Guarantors of any additional membership interests or other equity interests of the Company or any of the Guarantors or other securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other equity interests of the Company or any of the Guarantors, except as would not, individually or in the aggregate, have a Material Adverse Effect;

(g) The Securities have been duly authorized by the Company and, when issued and delivered pursuant to this Agreement and the Indenture and assuming due authentication by the Trustee, will have been duly executed, issued and delivered and will constitute valid and legally binding obligations of the Company, enforceable against the Company and entitled to the benefits provided by the Indenture, which will be substantially in the form previously delivered to the Representative; the Indenturehas been duly authorized and, when executed and delivered by the Company, the Closing Guarantors and the Trustee, the Indenturewill constitute a valid and legally binding obligation of each of the Company and the Closing Guarantors, enforceable against each of the Company and the Closing Guarantors in accordance with its terms, subject to the Enforceability Limitations; on the Merger Date, the Supplemental Indenturewill have been duly authorized by the Post-Closing Guarantors and will be duly executed and delivered by the Post-Closing Guarantors, and, when duly executed and delivered in accordance with its terms by each of the parties thereto, the Indenture, as supplemented by the Supplemental Indenture,will constitute a valid and legally binding obligation of the Post-Closing Guarantors, enforceable against such Post-Closing Guarantors in accordance with its terms, subject to the Enforceability Limitations; the Securities and the Indenture (including the Guarantees)will conform in all material respects to the descriptions thereof in the Pricing Disclosure Package and the Offering Circular and will be in substantially the form previously delivered to the Representative; the Closing Guarantees have been duly authorized by each of the Closing Guarantors and, when the Securities have been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for as provided herein, will be valid and legally binding obligations of each of the Closing Guarantors, enforceable against each of the Closing Guarantors in accordance with their respective terms and entitled to the benefits of the Indenture, subject to the Enforceability Limitations.  On the Merger Date and prior to the execution of the Supplemental Indenture by each Post-Closing Guarantor, the Post-Closing Guarantee of each Post Closing Guarantor will have been duly authorized by each Post-Closing Guarantor and, upon execution of the Supplemental Indenture on the Merger Date by each Post-Closing Guarantor, the Post-Closing Guarantee of each Post-Closing Guarantor will be the valid and legally binding obligation of the Post-Closing Guarantors, in each case, enforceable against each Post-Closing Guarantor in accordance with

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its terms and entitled to the benefits of the Indenture, subject to the Enforceability Limitations.

(h) Each of the Company and the Guarantors has all requisite corporate, limited liability company or other requisite, as applicable, power to execute, deliver and perform its obligations under this Agreement.  This Agreement has been duly authorized, executed and delivered by the Company and each Closing Guarantor.  On the Merger Date, the Joinder Agreement will have been duly authorized, executed and delivered by each Post-Closing Guarantor.

(i) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System;

(j) Prior to the date hereof, none of the Company, any of its subsidiaries or any of their respective affiliates has taken any action which is designed to or which has constituted or which might have been reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company or any of its subsidiaries in connection with the offering of the Securities;

(k) Assuming the accuracy of the representations and warranties of the Purchasers contained herein and the compliance by the Purchasers with their agreements contained herein, the issue and sale of the Securities and the compliance by the Company and each Guarantor with all of the provisions of the Securities, the Guarantees, the Indenture and this Agreement and the performance of their respective obligations hereunder and thereunder and the application of the proceeds from the sale of the Securities as described under “Use of Proceeds” in the Pricing Disclosure Package and the Offering Circular will not (i) conflict with, result in a breach or violation of, or require the approval of stockholders, members or partners or any approval or consent of any persons under, any of the terms or provisions of, or constitute a default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in, any indenture, mortgage, deed of trust, loan agreement, contract, undertaking or other agreement or instrument to which the Company or any of the Guarantors is a party or by which the Company or any of the Guarantors is bound or to which any of the property or assets of the Company or any of the Guarantors is subject, (ii) result in any violation of the terms or provisions of the Certificate of Incorporation or By‑laws or other organizational document of the Company or any of the Guarantors, (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of the Guarantors or any of their respective properties or (iv) result in or require the creation or imposition of any lien upon any of the properties or assets of the Company or any of the Guarantors, except, in the case of clauses (i), (iii) or (iv) above, as would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect or to materially adversely affect the consummation of the transactions contemplated hereby; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities or the performance by the Company and each Guarantor of their

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respective obligations under this Agreement or the Indenture, except for consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers;

(l) None of the Company or any of the Guarantors is (i) in violation of its Certificate of Incorporation or By-laws or other organizational document or (ii) in default in the performance or observance of any material obligation, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, contract, undertaking or other agreement or instrument to which it is a party or by which it or any of its properties may be bound, except in the case of clause (ii) above for any such default that would not reasonably be expected to have a Material Adverse Effect;

(m) The statements set forth in the Pricing Disclosure Package and the Offering Circular under the caption “Description of the Notes”, insofar as they purport to constitute a summary of the terms of the Securities, under the caption “Description of Certain Other Indebtedness,” insofar as they purport to constitute a summary of the terms of the documents referred to therein and under the caption “Certain United States Federal Income Tax Consequences”, insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate and fair in all material respects;

(n) Other than as set forth in the Pricing Disclosure Package and the Offering Circular, there are no legal or governmental proceedings pending to which the Company or any of its subsidiaries is a party or of which any property of the Company or any of its subsidiaries is the subject which, if determined adversely to any such entity, would individually or in the aggregate reasonably be expected to have a Material Adverse Effect or to materially adversely affect the consummation of the transactions contemplated hereby; and, to the Company’s and the Guarantors’ knowledge, other than as set forth in the Pricing Disclosure Package, no such proceedings are threatened by governmental authorities or threatened by others;

(o) When the Securities are issued and delivered pursuant to this Agreement and the Indenture, the Securities will not be of the same class (within the meaning of Rule 144A under the Securities Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;

(p) As of the date of this Agreement and prior to the Merger, IMS Health Holdings, Inc., the indirect parent of the Company (the “Parent”), is subject to Section 13 or 15(d) of the Exchange Act;

(q) None of the Company or any of its subsidiaries is, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof, will be required to be registered as an “investment company”, as such term is defined in the United States Investment Company Act of 1940, as amended (the “Investment Company Act”);

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(r) None of the Company or any person acting on its behalf (other than the Purchasers or any of their affiliates, as to whom the Company and the Guarantors make no representation) has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act (other than by means of a Permitted General Solicitation, as defined below) or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Securities Act), by means of any directed selling efforts within the meaning of Rule 902 under the Securities Act and each of the Company, any affiliate of the Company and any person acting on its or their behalf has complied with and will implement the “offering restriction” within the meaning of such Rule 902;

(s) Within the preceding six months, none of the Company, any of its subsidiaries or any other person acting on its behalf (other than the Purchasers or any of their affiliates, as to whom the Company and the Guarantors make no representation) has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder.  The Company will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Securities Act) of any Securities or any substantially similar security issued by the Company or any of its subsidiaries, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by the Representative), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Securities Act;

(t) Each of theParent and, to the actual knowledge of the Company and the Guarantors, Quintilesmaintains on behalf of itself and its subsidiaries disclosure controls and procedures (as such term is defined in Rule 13a-15(e) of the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Parent, Quintilesand their respective subsidiaries is made known to the Parent’s or Quintiles’ management, as the case may be, by others within those entities; and such disclosure controls and procedures are effective;

(u) Each of the Company and its subsidiaries and, to the actual knowledge of the Company and the Guarantors, Quintiles and its subsidiaries (i) makes and keeps accurate books and records and (ii) maintains internal accounting controls that provide reasonable assurance that (A) transactions are executed in accordance with management’s authorization, (B) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is permitted only in accordance with management’s authorization (D) the reported accountability for its assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any difference and (E) any interactive data in eXtensible Business Reporting Language prepared by the Company or Quintiles, as the case may be, and included or incorporated by reference in the Pricing Disclosure Package or the Offering Circular fairly presents the information called for in all

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material respects and is prepared in accordance with the Commission’s rules and guidelines applicable thereto; each of the Parent and, to the actual knowledge of the Company and the Guarantors, Quintilesmaintains on behalf of itself and its subsidiaries a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies in all material respects with the requirements of the Exchange Act and has been designed by the Parent’s or Quintiles’ principal executive officer and principal financial officer, as the case may be, or under their 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.  The Parent’s and, to the actual knowledge of the Company and the Guarantors, Quintiles’ internal control over financial reporting is effective, and the Parent is not aware of any material weaknesses in its or, to the actual knowledge of the Company and the Guarantors, Quintiles’ internal control over financial reporting;

(v) Since the date of the latest audited financial statements included in the Pricing Circular, there has been no change in the Parent’s or, to the actual knowledge of the Company and the Guarantors, Quintiles’ internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Parent’s or Quintiles’, as the case may be, internal control over financial reporting;

(w) The consolidated financial statements and the related notes thereto of the Parent  and its subsidiaries  included or incorporated by reference in each of the Pricing Circular and the Offering Circular were prepared in conformity with United States generally accepted accounting principles in effect as of the date of determination thereof (“GAAP”) and fairly present, in all material respects, the financial position, on a consolidated basis, of the Parent and its subsidiaries as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the Parent and its subsidiaries for each of the periods then ended, subject, in the case of any such unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments; and the other financial information regarding the Parent and its subsidiaries included in each of the Pricing Circular and the Offering Circular has been derived from the accounting records of the Parent and its subsidiaries and presents fairly the information shown thereby as of the dates indicated;

(x) To the actual knowledge of the Company and the Guarantors, the consolidated financial statements and the related notes thereto of Quintiles and its subsidiaries included or incorporated by reference in each of the Pricing Circular and the Offering Circular were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of Quintiles and its subsidiaries as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of Quintiles and its subsidiaries for each of the periods then ended, subject, in the case of any such unaudited interim financial statements, to changes resulting from audit and normal year-end adjustments; and the other financial information regarding Quintiles and its subsidiaries included in each of the Pricing Circular and the Offering Circular has been derived from the accounting records of Quintiles and its subsidiaries and presents fairly the information shown thereby as of the dates indicated;

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(y) The pro forma financial statements included in the Pricing Circular and the Offering Circular include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments used in the preparation thereof give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statement amounts in the pro forma financial statements included in the Pricing Circular and the Offering Circular.  The pro forma financial statements included in the Pricing Circular and the Offering Circular have been prepared in all material respects in accordance with the Commission’s rules and guidance with respect to pro forma financial information.  The pro forma financial statements included in the Pricing Circular and the Offering Circular comply in all material respects as to form with the applicable accounting requirements of Rule 11-02 of Regulation S‑X under the Securities Act and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements.

(z) PricewaterhouseCoopers LLP, which has audited certain financial statements of Quintiles and the Parent and their respective subsidiaries is an independent registered public accounting firm as required by the Exchange Act and the rules and regulations of the Commission thereunder;

(aa) The Company and its subsidiaries possess all licenses, permits, certificates, consents, orders, approvals and other authorizations from, and have made all declarations and filings with, all federal, state and other governmental authorities, presently required or necessary to own or lease, as the case may be, and to operate their respective properties and to carry on their respective businesses as set forth in the Pricing Disclosure Package (“Permits”), except where the failure to possess, make or obtain such Permits (by possession, declaration or filing) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(bb) Each of the Company and its subsidiaries and their respective operations and properties are in material compliance with applicable Environmental Laws (as defined below), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  There is no claim pending or, to the knowledge of the Company and the Guarantors, threatened under any Environmental Law (as defined below) against the Company or its subsidiaries, nor are the Company or its subsidiaries subject to any outstanding written order, consent decree or settlement agreement with any person relating to any Environmental Law, nor are there any past or present actions, conditions or occurrences that would reasonably be expected to result in a violation of or liability under any Environmental Law,  except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  The term “Environmental Law” means any federal, state, local or foreign law, regulation, ordinance, order, judgment decree, permit or rule (including rule of common law) now in effect governing pollution or protection of the environment, or actual or alleged exposure to Hazardous Materials (as defined below). The term “Hazardous Materials” means any substance, material, chemical, compound, constituent, pollutant, contaminant or waste in any form, including asbestos or asbestos containing material, bio-hazardous material, toxic

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mold and radioactive materials, regulated or which can give rise to liability under any Environmental Law;

(cc) There is no strike or labor dispute, slowdown or work stoppage with the employees of the Company or any of its subsidiaries which is pending or, to the knowledge of the Company and the Guarantors, threatened, except as would not reasonably be expected to have a Material Adverse Effect;

(dd) Each of the Company and its subsidiaries carries insurance (including self-insurance, if any) in such amounts and covering such risks as in its reasonable determination is adequate for the conduct of its business and the value of its properties, except where the failure to carry such insurance would not reasonably be expected to have a Material Adverse Effect;

(ee) Neither the Company nor any of its subsidiaries has incurred any liability for any prohibited transaction or accumulated funding deficiency or any complete or partial withdrawal liability with respect to any pension, profit sharing or other plan which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), to which the Company or any of its subsidiaries makes or ever has made a contribution and in which any employee of the Company or any such subsidiary is or has ever been a participant, which would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  With respect to such plans, each of the Company and its subsidiaries is in compliance in all respects with all applicable provisions of ERISA, except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ff) Assuming that the representations and warranties of the Purchasers contained in Section 3 and Annex I are true and correct and that the Purchasers comply with their agreements contained in Section 3 and Annex I, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchasers or the reoffer and resale by the Purchasers in the manner contemplated by this Agreement and the Pricing Disclosure Package to register the Securities under the Securities Act or to qualify the Indenture in respect of the Securities under the United States Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”);

(gg) The Company and each of its subsidiaries owns, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary for each of them to conduct its business as currently conducted (the “Intellectual Property”), except for those the failure to own or have such legal right to use would not be reasonably expected to have a Material Adverse Effect or as disclosed in the Pricing Disclosure Package.  No claim has been asserted and is pending by any person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Company know of any such claim, and, to the knowledge of the Company and the Guarantors, the use of such Intellectual Property by the Company and its subsidiaries does not infringe on the rights of any person, except for such claims and infringements which, in the aggregate, would not be

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reasonably expected to have a Material Adverse Effect or as disclosed in the Pricing Disclosure Package;

(hh) The Company and, to the knowledge of the Company and the Guarantors, each of its subsidiaries has timely filed or caused to be timely filed all United States federal and material foreign income tax returns and all other material state, local and other tax returns and reports of the Company and its subsidiaries, as applicable, which are required to be filed and has paid (a) all taxes shown to be due and payable on such returns and (b) all taxes shown to be due and payable in any assessments of which it has received notice made against it or any of its property and all other material taxes, fees or other charges imposed on it or any of its property by any governmental authority (other than taxes, fees or other charges the amount or validity of which are currently being contested in good faith by appropriate proceedings diligently conducted and with respect to which reserves in conformity with GAAP have been provided on the books of the Company or its subsidiaries, as the case may be).  No tax lien has been filed, and no claim is being asserted, with respect to any such tax, fee or other charge, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;

(ii) Each of the Company and its subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental authorities, in respect of the conduct of its business and the ownership of its property, except such non-compliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

(jj) None of the Company or any of its subsidiaries nor, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee, affiliate or other person associated with or acting on behalf of the Company or any of its subsidiaries nor, to the actual knowledge of the Company and the Guarantors, Quintiles or any of its subsidiaries has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or the Bribery Act of 2010 of the United Kingdom or any other applicable anti-corruption or anti-bribery laws; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

(kk) To the extent applicable, each of the Company and its subsidiaries and, to the actual knowledge of the Company and the Guarantors, Quintiles and its subsidiaries, is in compliance, in all material respects, with (1) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (2) the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “USA Patriot Act”);

(ll) The operations of the Company and its subsidiaries and, to the actual knowledge of the Company and the Guarantors, the operations of Quintiles and its subsidiaries are and have been conducted at all times in compliance with

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applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the applicable money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any of its subsidiaries, or, with respect to Quintiles, to the actual knowledge of the Company and the Guarantors, Quintiles or any its subsidiaries (collectively, the “Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries or, to the actual knowledge of the Company and the Guarantors, Quintiles or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge of the Company and the Guarantors, threatened;

(mm) None of the Company, any of its subsidiaries or, to the knowledge of the Company and the Guarantors, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries nor, to the actual knowledge of the Company and the Guarantors, Quintiles or any of its subsidiaries is currently the subject or the target of any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or other relevant sanctions authority, including, without limitation, the United Nations Security Council, the European Union and Her Majesty’s Treasury (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of the offering of the Securities hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity (i) to fund any activities of or business with any person, or in any country or territory, that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;

(nn) On and immediately after the Time of Delivery (as defined below) and the Merger Date, the Company (after giving effect to the issuance of the Securities and the other transactions related thereto as described in each of the Pricing Disclosure Package and the Offering Circular) will be Solvent.  As used in this paragraph, the term “Solvent” means, as of the date of determination, (i) the present fair salable value of the property (including goodwill and other intangibles) of the Company and its subsidiaries (on a consolidated basis), is greater than the total amount of liabilities, including contingent liabilities, of the Company and its subsidiaries (on a consolidated basis), (ii) the present fair salable value of the assets (including goodwill and other intangibles) of the Company and its subsidiaries (on a consolidated basis), is not less than the amount that will be required to pay the probable liability of the Company and its subsidiaries (on a consolidated basis) on their debts as they become absolute and matured, (iii) the Company and its subsidiaries have not incurred and do not intend to incur, or believe that they will incur, debts or liabilities beyond the ability of the Company and its subsidiaries (on a consolidated basis) to pay such debts and liabilities as they mature and (iv) the Company and its subsidiaries (on a consolidated basis) do not have unreasonably small capital in relation to its business at the Time of Delivery or with respect to any transaction about to be

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undertaken.  For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability;

(oo) No stamp duties or other issuance or transfer taxes or duties or other similar fees or charges are required to be paid by the Purchasers in the United States or any political subdivision or any authority or agency therein or thereof having power to tax, or of any other jurisdiction in which the Company or any Guarantor is otherwise resident for tax purposes or any jurisdiction from which a payment is made by or on behalf of the Issuer in connection with (i) the execution and delivery of this Agreement and the Indenture to be delivered pursuant to Section 8 hereof or (ii) the issuance or sale by the Company of the Securities;

(pp) None of the Company or any of its subsidiaries has distributed or, prior to the Time of Delivery, will distribute any material referring to the offering and sale of the Securities other than the Preliminary Offering Circular, the Offering Circular or any other materials, if any, permitted by the Securities Act and the U.K. Financial Services and Markets Act of 2000 (the “FSMA”) (or regulations or legislation promulgated pursuant to the Securities Act or the FSMA) or required to be distributed by the NYSE or the Irish Stock Exchange; and

(qq) Neither the Company nor any of its subsidiaries (i) have taken, directly or indirectly, any action (other than the appointment of Goldman, Sachs & Co. as stabilization manager in connection with the offering of the Securities) designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities in violation of applicable law or (ii) have issued any press or other public announcement referring to the proposed offering of the Securities that does not adequately disclose the fact that stabilizing action may take place with respect to the Securities.

2. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, (i) at a purchase price of 98.5% of the principal amount thereof, the principal amount of Dollar Notes set forth opposite the name of such Purchaser in Schedule II hereto and (ii) at a purchase price of 98.857% of the principal amount thereof, the principal amount of Euro Notes set forth opposite the name of such Purchaser in Schedule II hereto, in each case, plus accrued interest, if any, from September 28, 2016, to the Time of Delivery hereunder.

3. Upon the authorization by the Representative of the release of the Securities, each Purchaser agrees to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular, and each Purchaser, acting severally and not jointly, hereby represents and warrants to, and agrees with the Company and each Guarantor that:

(a) It will offer and sell the Securities only to (i) persons who it reasonably believes are “qualified institutional buyers” (“QIBs”) within the meaning of Rule 144A under the Securities Act in transactions meeting the requirements of such Rule 144A, or (ii) upon the terms and conditions set forth in Annex I to this Agreement;

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(b) It is an “accredited investor” within the meaning of Regulation D under the Securities Act; and

(c) It will not offer or sell Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Securities Act, other than a Permitted General Solicitation.

4. (a)The Securities to be purchased by the Purchasers hereunder will be represented by one or more definitive global Securities in book-entry form which, in the case of the Dollar Notes, will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian, and, in the case of the Euro Notes, will be deposited by or on behalf of a common depositary for Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), or their nominees.  The Company will deliver the Securities to the Representative, for the account of each Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer in (same day) funds, by causing (i) DTC, in the case of the Dollar Notes, to credit the Dollar Notes to the account of the Representative at DTC, and (ii) Euroclear and Clearstream, in the case of the Euro Notes, to credit the Euro Notes to the account of the Representative at Euroclear and Clearstream.  The Company will cause the certificates representing the Securities to be made available to the Representative for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of Cahill Gordon & Reindel llp, 80 Pine Street, New York, New York 10005 (the “Closing Location”).  The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on September 28, 2016, or such other time and date as the Representative and the Company may agree upon in writing.  Such date is herein called the “Closing Date”.  Such time and date are herein called the “Time of Delivery”.

(b)The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 8(n) hereof, will be delivered at such time and date at the Closing Location, and the Securities will be delivered at DTC, Euroclear and Clearstream, as applicable, or their designated custodians, all at the Time of Delivery.  A meeting will be held at the Closing Location on the Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.  For the purposes of this Section 4, “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

5. The Company and the Guarantors jointly and severally agree with each of the Purchasers:

(a) To prepare the Offering Circular in a form approved by the Representative (such approval not to be unreasonably withheld, conditioned or delayed); not to make any amendment or supplement to the Offering Circular which shall be reasonably disapproved by the Representative promptly after reasonable notice thereof; and to furnish the Representative with copies thereof;

(b) Promptly from time to time to take such action as the Representative may reasonably request to qualify the Securities for offering and sale under the

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securities laws of such jurisdictions as the Representative may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities; provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or subject itself to taxation in any such jurisdiction where it is not then subject;

(c) To furnish to the Purchasers written and electronic copies of the Offering Circular and any amendment or supplement thereto in such quantities as the Representative may from time to time reasonably request, and if, at any time prior to the later of (x) the Time of Delivery and (y) the completion of the placement of the Securities by the Purchasers (which date shall in no event be later than 180 days after the Time of Delivery), any event shall have occurred as a result of which any of the Pricing Disclosure Package or the Offering Circular, in each case, as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Pricing Disclosure Package or the Offering Circular, in each case, is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement any of the Pricing Disclosure Package or the Offering Circular, as applicable, to notify the Representative and upon the Representative’s reasonable request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many written and electronic copies as the Representative may from time to time reasonably request of an amended Pricing Disclosure Package or Offering Circular, as applicable, or a supplement to any of the Pricing Disclosure Package or the Offering Circular, as applicable, which will correct such statement or omission or effect such compliance;

(d) During the period beginning from the date hereof and continuing until the date 90 days after the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any securities of the Company that are substantially similar to the Securities without the prior written consent of the Representative;

(e) Not to be or become, at any time prior to the expiration of two years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;

(f) During the period of one year after the Time of Delivery, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them (other than pursuant to a registration statement that has been declared effective under the Securities Act);

(g) To use the net proceeds received by the Company from the sale of the Securities pursuant to this Agreement in the manner specified in the Pricing Circular under the caption “Use of Proceeds”;

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(h) To (i) use commercially reasonable efforts to cause the Euro Notes to be listed on the official list of the Irish Stock Exchange and the Euro Notes to be admitted to trading on the Global Exchange Market of the Irish Stock Exchange and (ii) use commercially reasonable efforts to maintain such listing for as long as any of the Euro Notes are outstanding. If the Euro Notes cease to be listed on the Irish Stock Exchange, the Company shall use its commercially reasonable efforts to promptly list such Securities on a stock exchange reasonably satisfactory to the Company and the Purchasers; and

(i) The Company will procure that each Post-Closing Guarantor executes a Joinder Agreement substantially concurrently with the provision by each such Post-Closing Guarantor of a guarantee in respect of the obligations of the obligors under the Credit Facilities. Upon execution of a Joinder Agreement by each Post-Closing Guarantor, the Representatives shall receive from the applicable Post-Closing Guarantor (A) the Officer’s Certificate described by Section 8(i) hereof as though such Post-Closing Guarantor were a party to the Agreement on the date hereof and (B) opinions furnished by Ropes & Gray LLP and such other local counsel furnishing opinions in connection with the closing of the Credit Facilities, addressed to the Purchasers and dated the Merger Date, and in form and substance reasonably satisfactory to the Purchasers. Substantially concurrently with the execution of a Joinder Agreement by each Post-Closing Guarantor, the applicable Post-Closing Guarantor shall enter into a Supplemental Indenture in accordance with the terms thereof.

6. (a)  (i)  The Company and each of the Guarantors jointly and severally represent and agree that, without the prior consent of the Representatives (such consent not to be unreasonably withheld, conditioned or delayed), it and its affiliates and any other person acting on its or their behalf (other than the Purchasers, as to which no statement is given) (x) have not made and will not make any offer relating to the Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Securities Act with the Commission, would constitute an “issuer free writing prospectus”, as defined in Rule 433 under the Securities Act (any such offer is hereinafter referred to as a “Company Supplemental Disclosure Document”) and (y) have not solicited and will not solicit offers for, and have not offered or sold and will not offer or sell, the Securities by means of any form of general solicitation or general advertising within the meaning of Rule 502(c) of Regulation D other than any such solicitation listed on Schedule I(d) (each such solicitation, a “Permitted General Solicitation”; each written general solicitation document listed on Schedule I(d), a “Permitted General Solicitation Material”);

(ii)     Each Purchaser severally represents and agrees that, without the prior consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), other than one or more term sheets or other customary Bloomberg communications relating to the Securities containing customary information and conveyed to purchasers of Securities or any Permitted General Solicitation Material, it has not made and will not make any offer relating to the Securities that, if the offering of the Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement filed under the Securities Act with the Commission, would constitute a “free writing prospectus”, as defined in Rule 405 under the Securities Act (any such offer (other than any such term sheets, any Permitted General Solicitation

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Material or other customary Bloomberg communications), is hereinafter referred to as a “Purchaser Supplemental Disclosure Document”); and

(iii)     Any Company Supplemental Disclosure Document, Purchaser Supplemental Disclosure Document or Permitted General Solicitation Material, the use of which has been consented to by the Company, each Guarantor and each Purchaser, is listed on Schedule I hereto.

7. The Company and the Guarantors, jointly and severally, covenant and agree with each of the Purchasers that the Company and the Guarantors will pay or cause to be paid the following:  (i) the fees, disbursements and expenses of each of the Company’s counsel and the Company’s accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing, reproduction and filing of the Preliminary Offering Circular and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers (which shall, subject to the last sentence of this Section 7, for the avoidance of doubt, not include any expenses of the Purchasers or any expenses or fees of the Purchasers’ counsel); (ii) the cost of printing or producing this Agreement, the Initial Indenture, the Supplemental Indenture, the Joinder Agreement, the Securities, the Blue Sky Memorandum, closing documents (including any compilations thereof), Permitted General Solicitation Materials and any other documents in connection with the offering, purchase, sale and delivery of the Securities (which shall, subject to the last sentence of this Section 7, for the avoidance of doubt, not include any expenses of the Purchasers or any expenses or fees of the Purchasers’ counsel); (iii) all documented expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities; (vi) the fees and expenses of the Trusteeand any agent of the Trusteeand the fees and disbursements of counsel for the Trusteein connection with the Indentureand the Securities; (vii) any cost incurred in connection with listing the Euro Notes on the Irish Stock Exchange; and (viii) all other costs and expenses incident to the performance of their obligations hereunder which are not otherwise specifically provided for in this Section.  It is understood, however, that, except as provided in this Section, and Sections 9 and 12 hereof, each Purchaser will pay all of its own costs and expenses, including the fees and disbursements of its counsel, transfer taxes on resale of any of the Securities by it, and any advertising expenses connected with any offers it may make.

8. The obligations of the several Purchasers hereunder shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company and each Guarantor herein are, at and as of the Time of Delivery, true and correct, the condition that the Company and each Guarantor shall have performed all of their respective obligations hereunder theretofore to be performed, and the following additional conditions:

(a) Cahill Gordon & Reindel llp, counsel for the Purchasers, shall have furnished to the Purchasers such opinion or opinions, dated the Time of Delivery and addressed to the Purchasers, with respect to the issuance and sale of the Securities, the Indenture, the Pricing Disclosure Package and the Offering Circular (as amended or supplemented at the Time of Delivery), as well as such

18

other related matters as are customary in transactions such as those contemplated by this Agreement, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;

(b) Ropes & Gray LLP, counsel for the Company, shall have furnished to the Purchasers their written opinion and negative assurance letter, each dated the Time of Delivery and addressed to the Purchasers, substantially in the form set forth in Annex II hereto;

(c) On the date of the Pricing Circular and also at the Time of Delivery,

(i) PricewaterhouseCoopers, LLP, as auditor with respect to the Parent, shall have furnished to the Purchasers a letter or letters, dated the respective dates of delivery thereof and each addressed to the Purchasers, in form and substance satisfactory to the Purchasers, substantially to the effect set forth in Annex III hereto; and

(ii) PricewaterhouseCoopers, LLP, as auditor with respect to Quintiles, shall have furnished to the Purchasers a letter or letters, dated the respective dates of delivery thereof and each addressed to the Purchasers, in form and substance satisfactory to the Purchasers, substantially to the effect set forth in Annex IV hereto; and

(d) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have been any change in the long‑term debt of the Company or any of its subsidiaries, taken as a whole, or any change, or any development that would reasonably be expected to result in a change, in the financial condition or in the business or operations of the Company and its subsidiaries, taken as a whole, otherwise than as set forth or contemplated in the Pricing Disclosure Package, the effect of which, in any such case described in clause (i) or (ii), is in the Representative’s judgment so material and adverse as to make it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in each of the Pricing Disclosure Package and the Offering Circular;

(e) On or after the Applicable Time (i) no downgrading shall have occurred in the rating accorded the Company’s or Quintiles’ debt securities by any “nationally recognized statistical rating organization”, registered under Section 15E of the Exchange Act, and (ii) no such organization shall have publicly announced any intended or potential downgrading of any such rating or outlook with respect to any of the Company’s or Quintiles’ debt securities;

(f) On or after the Applicable Time there shall not have occurred any of the following:  (i) a suspension or material limitation in trading in securities

19

generally on the New York Stock Exchange, the London Stock Exchange or the Irish Stock Exchange; (ii) an involuntary suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange, the London Stock Exchange or the Irish Stock Exchange; (iii) a general moratorium on commercial banking activities declared by Federal, New York State, U.K. or Irish authorities or a material disruption in commercial banking or securities settlement or clearance services in the United States, the United Kingdom or Ireland; (iv) the outbreak or escalation of hostilities involving the United States, the United Kingdom or Ireland or the declaration by the United States, the United Kingdom or Ireland of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States, the United Kingdom Ireland or elsewhere, if the effect of any such event specified in clause (iv) or (v) in the Representative’s judgment makes it impracticable or inadvisable to proceed with the offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Circular;

(g) The Purchasers shall have received counterparts of the Indenture that shall have been executed and delivered by a duly authorized officer of each of the Company, each Guarantor and the Trustee;

(h) The Dollar Notes shall be eligible for clearance and settlement through DTC;

(i) The Euro Notes shall be eligible for clearance and settlement through Euroclear and Clearstream;

(j) The Company and the Guarantors shall have furnished or caused to be furnished to the Purchasers at the Time of Delivery certificates of officers of the Company and the Guarantors reasonably satisfactory to the Representative as to the accuracy of the representations and warranties of each of the Company and the Guarantors herein at and as of such Time of Delivery, as to the performance by each of the Company and the Guarantors of all of their respective obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (d) and (e) of this Section and as to such other matters as the Representative may reasonably request; and

(k) Prior to the Time of Delivery, the Company and each Guarantor shall have furnished to the Purchasers such further information, certificates and documents as the Purchasers may reasonably request, as set forth in the closing memorandum relating to the Transactions.

9. (a)         The Company and each Closing Guarantor, on the date hereof, agree, jointly and severally, and, upon the execution and delivery of the Joinder Agreement, each Post-Closing Guarantor agrees, jointly and severally, to indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular, or any amendment or supplement thereto, any Company Supplemental Disclosure Document, any Permitted General Solicitation Material or arise

20

out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse such Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and each Closing Guarantor, on the date hereof, and, upon the execution and delivery of the Joinder Agreement, the Target and each Post-Closing Guarantor  shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular or any such amendment or supplement, any Company Supplemental Disclosure Document or any Permitted General Solicitation Material, in reliance upon and in conformity with written information furnished to the Company or any Guarantor by the Purchasers through the Representatives expressly for use therein.

(b)Each Purchaser agrees, severally and not jointly, to indemnify and hold harmless (i) the Company and each Closing Guarantor, on the date hereof and (ii) upon the execution and delivery of the Joinder Agreement, each Post-Closing Guarantor, against any losses, claims, damages or liabilities to which the Company and any Guarantor may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular, or any amendment or supplement thereto, any Company Supplemental Disclosure Document, or any Permitted General Solicitation Material or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular, the Pricing Circular, the Pricing Disclosure Package, the Offering Circular or any such amendment or supplement, any Company Supplemental Disclosure Document, or any Permitted General Solicitation Material, in reliance upon and in conformity with written information furnished to the Company or any Guarantor by the Purchasers through the Representatives expressly for use therein; and each Purchaser will reimburse the Company for any legal or other expenses reasonably incurred by the Company or any Guarantor in connection with investigating or defending any such action or claim as such expenses are incurred.

(c)Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection except to the extent such failure to notify results in any material prejudice (through the forfeiture of substantive rights or defenses) against the indemnifying party.  In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified

21

party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the contrary; (ii) the indemnifying party has failed within a reasonable time to retain counsel reasonably satisfactory to the indemnified party; (iii) the indemnified party shall have reasonably concluded that there may be legal defenses available to it that are different from or in addition to those available to the indemnifying party; or (iv) the named parties in any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party  The indemnifying party shall not be required to indemnify the indemnified party under this Section 9 for any amount paid or payable by the indemnified party in connection with the settlement of any action, proceeding or investigation without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed.

(d)If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and any Guarantor on the one hand and the applicable Purchaser(s) on the other from the offering of the Securities.  If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and any Guarantor on the one hand and the applicable Purchaser(s) on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations.  The relative benefits received by the Company and any Guarantor on the one hand and the applicable Purchaser(s) on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and any Guarantor bear to the total underwriting discounts and commissions received by the Purchaser(s), in each case as set forth in the Offering Circular.  The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact

22

relates to information supplied by the Company or any Guarantor on the one hand or the applicable Purchaser(s) on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The Company and each Guarantor, and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).  The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.  The Purchasers’ obligations in this subsection (d) to contribute are several in proportion to their respective purchase obligations and not joint.

(e)The obligations of the Company and each Guarantor under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and affiliate of each Purchaser and each person, if any, who controls such Purchaser within the meaning of the Securities Act and the Exchange Act; and the obligations of each of the Purchasers under this Section 9 shall be in addition to any liability which such Purchaser may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and each Guarantor, and each person, if any, who controls the Company and each Guarantor within the meaning of the Securities Act and the Exchange Act.

10. (a)         If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, the Representatives may in their discretion arrange for the Representatives or another party or other parties to purchase such Securities on the terms contained herein.  If within thirty‑six hours after such default by any Purchaser, the Representatives do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty‑six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms.  In the event that, within the respective prescribed periods, the Representatives notify the Company that the Representatives have so arranged for the purchase of such Securities, or the Company notifies the Representatives that it has so arranged for the purchase of such Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for a period of not more than  seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments or supplements to the Offering Circular which in the Representatives’ opinion may thereby be made necessary.  The term “Purchaser” as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b)If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by the Representatives and the Company as provided

23

in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non‑defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities  which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

(c)If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one‑eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non‑defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non‑defaulting Purchaser or the Company and the Guarantors, except for the expenses to be borne by the Company, the Guarantors and the Purchasers as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

11. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company and each Guarantor, and the Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of the Purchasers or any controlling person of the Purchasers, or the Company or any Guarantor, or any officer or director or controlling person of the Company and each Guarantor, and shall survive delivery of and payment for the Securities.

12. If this Agreement shall be terminated due to any Purchaser’s default in purchasing the Securities in accordance with the provisions of this Agreement, neither the Company nor any Guarantor shall then be under any liability to such Purchaser except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company and the Guarantors, jointly and severally, will reimburse the Purchasers for all expenses approved in writing by the Purchasers, including fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations for the purchase, sale and delivery of the Securities, but the Company shall then be under no further liability to any Purchaser except as provided in Sections 7 and 9 hereof.

13. All statements, requests, notices and agreements hereunder shall be in writing, and (i) if to the Purchasers, shall be delivered or sent by mail or facsimile transmission to Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department, and (ii) if to the Company or any Guarantor, shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Offering Circular, Attention:  General Counsel.  Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

24

14. In all dealings hereunder, the Representatives shall act on behalf of each of the Purchasers, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Purchaser made or given by the Purchasers jointly or by the Representatives on behalf of the Purchasers.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), each Purchaser is required to obtain, verify and record information that identifies its respective clients, including the Company, which information may include the name and address of its respective clients, as well as other information that will allow each Purchaser to properly identify its respective clients.

15. This Agreement shall be binding upon, and inure solely to the benefit of, each Purchaser, and the Company and each Guarantor, and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each Guarantor, and each person who controls the Company or any Guarantor, or any Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.  No purchaser of any of the Securities from the Purchasers shall be deemed a successor or assign by reason merely of such purchase.

16. Time shall be of the essence of this Agreement.

17. The Company and each Guarantor acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company and each Guarantor, on the one hand, and the Purchasers, on the other, (ii) in connection therewith and with the process leading to such transaction the Purchasers are acting solely as principals and not agents or fiduciaries of the Company and each Guarantor, (iii) the Purchasers have not assumed an advisory or fiduciary responsibility in favor of the Company and each Guarantor, with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether the Purchasers have advised or are currently advising the Company or any Guarantor on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) each of the Company and each Guarantor has consulted its own legal and financial advisors to the extent it deemed appropriate.  Each of the Company and each Guarantor agrees that it will not claim that the Purchasers have rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company or any Guarantor, in connection with such transaction or the process leading thereto.

18. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, any Guarantor and the Purchasers, or any of them, with respect to the subject matter hereof.

19. THIS AGREEMENT AND ANY MATTERS RELATED TO THIS TRANSACTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAWS OF THE STATE OF NEW YORK.  The Company and each of the Guarantors agrees that any suit or proceeding arising in respect of this agreement or our engagement will be tried exclusively in the U.S. District Court for the

25

Southern District of New York or, if that court does not have subject matter jurisdiction, in any state court located in The City and County of New York and the Company agrees to submit to the jurisdiction of, and to venue in, such courts.

20. The Company and each Guarantor, and the Purchasers hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.  

21. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.

22. Notwithstanding anything herein to the contrary, each of the Company and each Guarantor, (and the Company’s and each Guarantor’s employees, representatives, and other agents) are authorized to disclose to any and all persons, the tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to the Company or any Guarantor relating to that treatment and structure, without the Purchasers imposing any limitation of any kind.  However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws.  For this purpose, “tax treatment” means U.S. federal and state income tax treatment, and “tax structure” is limited to any facts that may be relevant to that treatment.

23. Notwithstanding any other term of this Agreement or any other agreements, arrangements or understandings between any Purchaser and any other party to this Agreement, each of the other parties to this Agreement (including the Guarantors upon execution and delivery of the Joinder Agreement) acknowledges, accepts and agrees to be bound by:

(a) the effect of the exercise of Bail-in Powers by the Relevant Resolution Authority in relation to any BRRD Liability of a Purchaser (the “Relevant BRRD Party”) to such other party under this Agreement, that (without limitation) may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the BRRD Liability or outstanding amounts due thereon;

(ii) the conversion of all, or a portion, of the BRRD Liability into shares, other securities or other obligations of the Relevant BRRD Party or another person (and the issue to or conferral on such other party to this Agreement of such shares, securities or obligations);

(iii) the cancellation of the BRRD Liability; and

(iv) the amendment or alteration of any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period; and

26

(b) the variation of the terms of this Agreement, as deemed necessary by the Relevant Resolution Authority, to give effect to the exercise of Bail-in Powers by the Relevant Resolution Authority.

For purposes of this Section 23:

“Bail-in Legislation” means in relation to a member state of the European Economic Area which has implemented, or which at any time implements, the BRRD, the relevant implementing law, regulation, rule or requirement as described in the EU Bail-in Legislation Schedule from time to time;

“Bail-in Powers” means any Write-down and Conversion Powers as defined in relation to the relevant Bail-in Legislation;

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“BRRD Liability” has the same meaning as in such laws, regulations, rules or requirements implementing the BRRD under the applicable Bail-in Legislation;

“EU Bail-in Legislation Schedule” means the document described as such, then in effect, and published by the Loan Market Association (or any successor person) from time to time at http://www.lma.eu.com/; and

“Relevant Resolution Authority” means the resolution authority with the ability to exercise any Bail-in Powers in relation to the Relevant BRRD Party.

If the foregoing is in accordance with your understanding, please sign and return counterparts hereof, and upon the acceptance hereof by the parties hereto, this letter and such acceptance hereof shall constitute a binding agreement among the Purchasers, the Company and the Guarantors.  It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

[SIGNATURES ON FOLLOWING PAGES]

27

Very truly yours,IMS Health Incorporated

By:/s/ Jeffrey J. Ford
Name: Jeffrey J. Ford
Title: Vice President and Treasurer

APPARTURE INC.

Arsenal Holding Company

Arsenal Holding (II) Company

BUZZEOPDMA LLC

Data Niche Associates, Inc.

IMS Health Finance, Inc.

IMS Health Holding Corporation

IMS Health India Holding

    Corporation

IMS Health Investing

    Corporation

IMS Health Investments, Inc.

IMS Health Purchasing, Inc.

IMS Health Trading  

    Corporation

IMS Holding Inc.

IMS SERVICES, LLC

IMS Trading Management, Inc.

RX IndiA, LLC

THE AMUNDSEN GROUP, INC.

ValueMedics Research, LLC

By:/s/ Jeffrey J. Ford
Name: Jeffrey J. Ford
Title:   President

Coordinated Management Holdings, L.L.C.

Coordinated Management Systems, Inc.

Market Research Management, Inc.

Spartan Leasing Corporation

By:/s/ Cathy LoBosco
Name: Cathy LoBosco
Title:   President

Enterprise Associates L.L.C.

By:/s/ Jeffrey J. Ford
Name: Jeffrey J. Ford
Title:   Vice President

IMS Chinametrik Incorporated

INTERCONTINENTAL MEDICAL STATISTICS INTERNATIONAL, LTD.

By:/s/ Sean Ascher
Name: Sean Ascher
Title:   Treasurer

IMS Contracting & Compliance, Inc.

IMS Government Solutions, Inc.

IMS Health Transportation Services Corporation

IMS Software Services Ltd.

Med-Vantage, Inc.

By:/s/ Jeffrey J. Ford
Name: Jeffrey J. Ford
Title:   Treasurer

IMS Health Licensing Associates, L.L.C.

By:/s/ Sean Ascher
Name: Sean Ascher
Title:   Responsible Officer

Accepted as of the date hereof:

By:Goldman, Sachs & Co.

For itself and on behalf of the several

Purchasers named in Schedule II

By:Goldman, Sachs & Co.

/s/ Ariel Fox

Name:  Ariel Fox
Title: Vice President

SCHEDULE I

(a)Additional Documents Incorporated by Reference: None.

(b)Company Supplemental Disclosure Documents:  

Electronic Roadshow Presentation, dated September 12, 2016

(c)Purchaser Supplemental Disclosure Documents: None.

(d)Permitted General Solicitation Materials:

Press release of the Company dated September 12, 2016, relating to the announcement of the offering of the Securities.

SCHEDULE II

Dollar Note Purchaser	Principal Amount of Dollar Notes to be Purchased
Goldman, Sachs & Co.	$252,000,000
J.P. Morgan Securities LLC	252,000,000
Barclays Capital Inc.	84,000,000
HSBC Securities (USA) Inc.	84,000,000
Merrill Lynch, Pierce, Fenner & Smith Incorporated	84,000,000
Wells Fargo Securities, LLC	84,000,000
Citigroup Global Markets Inc.	25,500,000
Fifth Third Securities, Inc.	25,500,000
PNC Capital Markets LLC	25,500,000
Mizuho Securities USA Inc.	22,250,000
MUFG Securities Americas Inc.	22,250,000
SunTrust Robinson Humphrey, Inc.	22,250,000
TD Securities (USA) LLC	22,250,000
BNP Paribas Securities Corp.	12,625,000
BBVA Securities Inc.	10,625,000
The Huntington Investment Company	10,625,000
The Williams Capital Group, L.P.	10,625,000
Total	$1,050,000,000

Euro Note Purchaser	Principal Amount of Euro Notes to be Purchased
Goldman, Sachs & Co.	€131,648,000
J.P. Morgan Securities plc	131,648,000
Barclays Bank PLC	77,525,000
HSBC Securities (USA) Inc.	77,525,000
Merrill Lynch International	77,525,000
Wells Fargo Securities International Limited	77,525,000
Mizuho International plc	6,450,000
MUFG Securities EMEA plc	6,450,000
SunTrust Robinson Humphrey, Inc.	6,450,000
TD Securities (USA) LLC	6,450,000
Citigroup Global Markets Inc.	4,988,000
Fifth Third Securities, Inc.	4,988,000
PNC Capital Markets LLC	4,988,000
BBVA Securities Inc.	2,710,000
BNP Paribas Securities Corp.	2,710,000
The Huntington Investment Company	2,710,000
The Williams Capital Group, L.P.	2,710,000
Total	€625,000,000

SCHEDULE III

[Pricing Supplement]

[see attached]

IMS HEALTH INCORPORATED
$1,050,000,000  5.000% Senior Notes due 2026

€625,000,000  3.500% Senior Notes due 2024

September 14, 2016

Pricing Supplement
This pricing supplement, dated September 14, 2016 (the “Pricing Supplement”), is qualified in its entirety by reference to the preliminary offering memorandum, dated September 12, 2016 (the “Preliminary Offering Memorandum”), of IMS Health Incorporated.  The information in this Pricing Supplement supplements the Preliminary Offering Memorandum and supersedes the information in the Preliminary Offering Memorandum to the extent it is inconsistent with the information in the Preliminary Offering Memorandum.  Capitalized terms used in this Pricing Supplement but not defined have the respective meanings given to them in the Preliminary Offering Memorandum.
Terms Applicable to the Notes
Issuer	IMS Health Incorporated
Distribution	144A/Regulation S without registration rights
Trade Date	September 14, 2016
Settlement Date	September 28, 2016 (T+10) We expect delivery of the notes will be made against payment therefor on or about September 28, 2016, which is the tenth business day following the date of pricing of the notes (such settlement being referred to as “T+10”). Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle within three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing of the notes or the next succeeding six business days will be required, by virtue of the fact that the notes initially will settle in T+10, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisers.
Use of Proceeds	We intend to use the proceeds from this offering, together with the proceeds of the Refinancing and certain available cash, to refinance certain indebtedness of the Issuer and Quintiles Corp following the closing of the merger and pay related fees and expenses. The offering size contemplated by the Preliminary Offering Memorandum has been increased by $250 million equivalent. The Issuer intends to use the net proceeds from such increased offering size to repay additional amounts of its existing indebtedness and use less available cash.

Special Mandatory Redemption	The notes will be subject to a special mandatory redemption if (i) the closing of the merger has not occurred prior to 11:59 p.m. (New York City time) on the date that is five business days following March 31, 2017 (the “Cut Off Time”), (ii) IMS Health, prior to the Cut Off Time, either terminates the merger agreement or abandons the merger or (iii) Quintiles, prior to the Cut Off Time, either terminates the merger agreement or abandons the merger and, in the case of clause (ii) or (iii), such termination or abandonment continues for a period of 30 consecutive days. The special mandatory redemption price is equal to 100% of the aggregate initial offering price of the notes outstanding on such date plus accrued and unpaid interest to, but not including, the special mandatory redemption date.
Terms Applicable to the Dollar Notes
Title of Securities	5.000% Senior Notes due 2026
Aggregate Principal Amount	$1,050,000,000
Maturity Date	October 15, 2026
Issue Price	100.000%
Coupon	5.000%
Yield to Maturity	5.000%
Spread to Benchmark	+328.7 basis points
Benchmark	UST 1.5000% due August 15, 2026
Interest Payment Dates	April 15 and October 15 of each year, commencing on April 15, 2017.  Interest will accrue on the Dollar Notes from September 28, 2016.
Record Dates	April 1 and October 1 of each year
Make-Whole Redemption	Make-whole redemption at Treasury Rate + 50 basis points prior to October 15, 2021
Optional Redemption	On and after October 15, 2021, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Dollar Notes redeemed during the twelve-month period indicated beginning on October 15 of the years indicated below: YearPrice 2021                                102.500% 2022                                101.667% 2023                                100.833% 2024 and thereafter         100.000%
Equity Clawback	Up to 40% of the Dollar Notes at 105.000% prior to October 15, 2019 in an amount equal to the aggregate gross proceeds of certain equity offerings (together with the aggregate gross proceeds of certain equity offerings applied to redeem the Euro Notes)
Change of Control	101% plus accrued and unpaid interest
Common Codes	Rule 144A:  449934 AD0 Regulation S:  U45049 AF7
ISIN Numbers	Rule 144A:  US449934AD05 Regulation S:  USU45049AF79

Denominations	Minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof
Joint Book-Running Managers	Goldman, Sachs & Co. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Barclays Capital Inc. HSBC Securities (USA) Inc. Wells Fargo Securities, LLC
Co-Managers	BBVA Securities Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Fifth Third Securities, Inc. The Huntington Investment Company Mizuho Securities USA Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC The Williams Capital Group, L.P.
Terms Applicable to the Euro Notes
Title of Securities	3.500% Senior Notes due 2024
Aggregate Principal Amount	€625,000,000
Maturity Date	October 15, 2024
Issue Price	100.000%
Coupon	3.500%
Yield to Maturity	3.500%
Spread to Benchmark	+374 basis points
Benchmark	DBR 1% due August 15, 2024
Interest Payment Dates	April 15 and October 15 of each year, commencing on April 15, 2017.  Interest will accrue on the Euro Notes from September 28, 2016.
Record Dates	April 1 and October 1 of each year
Listing	Application will be made to the Irish Stock Exchange for the Euro Notes to be admitted to the Official List of the Irish Stock Exchange and to trade on the Global Exchange Market.
Make-Whole Redemption	Make-whole redemption at Bund Rate + 50 basis points prior to October 15, 2019
Optional Redemption	On and after October 15, 2019, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest, if any, on the Euro Notes redeemed during the twelve-month period indicated beginning on October 15 of the years indicated below: YearPrice 2019                                101.750% 2020                                100.875% 2021 and thereafter         100.000%

Equity Clawback	Up to 40% of the Euro Notes at 103.500% prior to October 15, 2019 in an amount equal to the aggregate gross proceeds of certain equity offerings (together with the aggregate gross proceeds of certain equity offering applied to redeem the Dollar Notes)
Change of Control	101% plus accrued and unpaid interest
Common Codes	Rule 144A:  449934 AE8 Regulation S:  U45049 AG5
ISIN Numbers	Rule 144A:  XS1492821738 Regulation S:  XS1492822033
Denominations	Minimum denominations of €100,000 and integral multiples of €1,000 in excess thereof
Joint Book-Running Managers	Goldman, Sachs & Co. J.P. Morgan Securities Plc Merrill Lynch International Barclays Bank PLC HSBC Securities (USA) Inc. Wells Fargo Securities International Limited
Co-Managers	BBVA Securities Inc. BNP Paribas Securities Corp. Citigroup Global Markets Inc. Fifth Third Securities, Inc. The Huntington Investment Company Mizuho International plc MUFG Securities EMEA plc PNC Capital Markets LLC SunTrust Robinson Humphrey, Inc. TD Securities (USA) LLC The Williams Capital Group, L.P.

__________________________________________________

1)Other financial information presented in the Preliminary Offering Memorandum is deemed to have changed to the extent affected by the changes described herein.

2)

3)This material is confidential and is for your information only and is not intended to be used by anyone other than you.  This information does not purport to be a complete description of these securities or the offering.  Please refer to the Preliminary Offering Memorandum for a complete description.

4)

5)This communication is being distributed in the United States solely to Qualified Institutional Buyers, as defined in Rule 144A under the Securities Act, and outside the United States solely to non-U.S. persons as defined under Regulation S in accordance with the applicable provisions of Regulation S.

6)

7)This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.  

8)

A copy of the Preliminary Offering Memorandum for the offering can be obtained from your Goldman, Sachs & Co. salesperson or Goldman, Sachs & Co., 200 West Street, New York, NY 10282, Attention: Prospectus Department, (866) 471-2526, or Goldman Sachs International, Peterborough Court, 133 Fleet Street, London, EC4A 2BB, United Kingdom, Attention: Prospectus Department, +44 (20) 7774-3904.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg, email or another communication system.

SCHEDULE IV

[Reserved]

SCHEDULE V

Closing Guarantors

Name	Jurisdiction
Apparture Inc.	Washington
Arsenal Holding Company Arsenal Holding (II) Company Coordinated Management Holdings, L.L.C.	Delaware Delaware Delaware
BuzzeoPDMA LLC	Delaware
Coordinated Management Systems, Inc.	Delaware
Data Niche Associates, Inc.	Illinois
Enterprise Associates L.L.C.	Delaware
IMS ChinaMetrik Incorporated	Delaware
IMS Contracting & Compliance, Inc.	Delaware
IMS Government Solutions, Inc.	Delaware
IMS Health Finance, Inc.	Delaware
IMS Health Holding Corporation	Delaware
IMS Health India Holding Corporation	Delaware
IMS Health Investing Corporation	Delaware
IMS Health Investments, Inc.	Delaware
IMS Health Licensing Associates, L.L.C.	Delaware
IMS Health Purchasing, Inc.	Delaware
IMS Health Trading Corporation	Delaware
IMS Health Transportation Services Corporation	Delaware
IMS Holding Inc.	Delaware
IMS Services, LLC IMS Software Services Ltd.	Delaware Delaware
IMS Trading Management, Inc.	Delaware
Intercontinental Medical Statistics International, Ltd.	Delaware
Market Research Management, Inc.	Delaware
Med-Vantage, Inc.	Delaware
RX India, LLC	Delaware
Spartan Leasing Corporation	Delaware
The Amundsen Group, Inc.	Massachusetts
ValueMedics Research, LLC	Delaware

SCHEDULE VI

Post-Closing Guarantors

Name	Jurisdiction
Benefit Holding, Inc.	North Carolina
EA Institute, L.L.C.	Delaware
Encore Health Resources, LLC	Texas
iGuard, Inc.	North Carolina
Innovex Merger Corp.	North Carolina
Novella Clinical LLC	Delaware
Outcome Sciences, LLC	Delaware
Quintiles Asia, Inc.	North Carolina
Quintiles Biosciences Holdings, Inc.	Delaware
Quintiles BT, Inc.	North Carolina
Quintiles Commercial US, Inc.	Delaware
Quintiles Consulting, Inc.	North Carolina
Quintiles Federated Services, Inc.	North Carolina
Quintiles Latin America, LLC	North Carolina
Quintiles Market Intelligence, LLC	North Carolina
Quintiles Medical Communications & Consulting, Inc.	New Jersey
Quintiles Medical Education, Inc.	New York
Quintiles Pharma Services Corp.	North Carolina
Quintiles Pharma, Inc.	North Carolina
Quintiles Phase One Services, LLC	Kansas
Quintiles Transfer, L.L.C.	Delaware
Quintiles, Inc.	North Carolina
Targeted Molecular Diagnostics, LLC	Illinois
VCG&A, Inc.	Massachusetts
VCG-BIO, Inc.	Delaware

EXHIBIT A

FORM OF JOINDER AGREEMENT

[  ], 2016

IMS Health Incorporated

$1,050,000,000 5.000% Senior Notes due 2026

€625,000,000 3.500% Senior Notes due 2024

Joinder Agreement

WHEREAS, IMS Health Incorporated, a Delaware corporation (the “Issuer”), the Closing Guarantors and the several initial purchasers party thereto (the “Initial Purchasers”) heretofore executed and delivered a Purchase Agreement, dated September 14, 2016 (the “Purchase Agreement”), providing for the issuance and sale of the Securities; and

WHEREAS, the Issuer has agreed to cause each Post-Closing Guarantor to join the Purchase Agreement pursuant to the terms thereof substantially concurrently with the provision of a guarantee by such Post-Closing Guarantor in respect of the borrowers’ obligations under the Credit Facilities.

Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

NOW, THEREFORE, each Post-Closing Guarantor hereby agrees for the benefit of the Initial Purchasers as follows:  

Section 1.  Joinder.  Each of the undersigned hereby acknowledges that it has received and reviewed a copy of the Purchase Agreement and all other documents it deems fit to enter into this Joinder Agreement (the “Joinder Agreement”), and acknowledges and agrees to (i) join and become a party to the Purchase Agreement as indicated by its signature below; (ii) be bound by all covenants, agreements, representations, warranties and acknowledgments attributable to a Post-Closing Guarantor in the Purchase Agreement as if made by, and with respect to, each signatory hereto; and (iii) perform all obligations and duties required of a Post-Closing Guarantor pursuant to the Purchase Agreement.  

Section 2.  Representations and Warranties and Agreements of the Post-Closing Guarantor.  Each of the undersigned hereby represents and warrants to and agrees with the Initial Purchasers that (i) it has all the requisite corporate, limited liability company, limited partnership or other organizational power and authority to execute, deliver and perform its obligations under this Joinder Agreement; (ii) this Joinder Agreement has been duly authorized, executed and delivered by it and that the consummation of the transaction contemplated hereby has been duly and validly authorized by it; (iii) this Joinder Agreement constitutes a valid and legally binding agreement of each of the undersigned, enforceable against each of the undersigned in accordance with its terms, except the enforcement thereof may be limited by the Enforceability Limitations; and (iv) the representations, warranties and covenants

set forth in Section 3 relating to each of the undersigned as Guarantor are true and correct on and as of the date hereof.

Section 3.  Counterparts.  This Joinder Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of which shall be an original and all of which together shall constitute one and the same instrument.  Delivery of an executed counterpart of a signature page to this Joinder Agreement by telecopier, facsimile or other electronic transmission (i.e., a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.  

Section 4.  Amendments or Waivers.  No amendment or waiver of any provision of this Agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.

Section 5.  Headings.  The headings herein are included for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of, this Agreement.

Section 6.  Governing Law.  This Joinder Agreement shall be governed by and construed in accordance with the laws of the State of New York.  

[Intentionally Blank]

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement as of the date first written above.

[Post-Closing Guarantors]

By:

Name:

Title:

ANNEX I

(1) The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act.  Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery, only in accordance with Rule 903 of Regulation S, Rule 144A or pursuant to Paragraph 2 of this Annex I under the Act.  Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S.  Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A) or pursuant to Paragraph 2 of this Annex I, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

“The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the “Securities Act”) and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act.  Terms used above have the meaning given to them by Regulation S.”

Terms used in this paragraph have the meanings given to them by Regulation S.

Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.

(2) Each Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions.  Each Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose.  Each Purchaser agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except in any such case with Goldman, Sachs & Co.’s express written consent and then only at its own risk and expense.

(3) Each Purchaser represents and warrants to, and agrees with the Company that, in relation to each Member State (each, a “Relevant Member State”) of the European Economic Area that has implemented Directive 2003/71/EC (including amendments thereto, including Directive 2010/73/E.U. (the “2010 PD Amending Directive”) to the extent implemented in the Relevant Member State and including any relevant implementing measure in each Relevant Member State, the “Prospectus Directive”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, it has not made and will not make an offer of Securities to the public in that Relevant Member State, at any time other than: (A) to any legal entity which is a qualified investor as defined in the Prospectus Directive; (B) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus

Directive), subject to obtaining the prior consent of the relevant representative of the Company for such offer; or (C) in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Securities shall require the Company or the Purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

(4) Each Purchaser represents and warrants to, and agrees with the Company that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and (ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Securities in, from or otherwise involving the United Kingdom.

EX-31.1

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: November 3, 2016
	/s/ Ari Bousbib
	Ari Bousbib
	Chairman, Chief Executive Officer and President
	(Principal Executive Officer)

EX-31.2

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: November 3, 2016
	/s/ Michael R. McDonnell
	Michael R. McDonnell
	Executive Vice President and Chief Financial Officer
	(Principal Financial Officer)

EX-32.1

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 September 30, 2016 (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: November 3, 2016
	/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.

EX-32.2

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 September 30, 2016 (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: November 3, 2016
	/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.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Oct. 26, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q3
Trading Symbol	Q
Entity Registrant Name	Quintiles IMS Holdings, Inc.
Entity Central Index Key	0001478242
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		246,181,560

XML

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
Service revenues	$ 1,136,423	$ 1,093,480	$ 3,411,509	$ 3,197,820
Reimbursed expenses	360,750	331,289	1,128,422	1,018,069
Total revenues	1,497,173	1,424,769	4,539,931	4,215,889
Costs of revenue, service costs	703,791	683,058	2,144,996	2,028,730
Costs of revenue, reimbursed expenses	360,750	331,289	1,128,422	1,018,069
Selling, general and administrative expenses	233,645	231,415	700,787	676,919
Restructuring costs	(467)	11,984	27,791	23,542
Merger related costs	3,747		12,689
Impairment charges	27,937		27,937
Income from operations	167,770	167,023	497,309	468,629
Interest income	(706)	(1,141)	(2,170)	(3,470)
Interest expense	24,505	25,429	72,947	76,256
Loss on extinguishment of debt				7,780
Other expense (income), net	1,667	(934)	3,370	7,864
Income before income taxes and equity in earnings (losses) of unconsolidated affiliates	142,304	143,669	423,162	380,199
Income tax expense	38,525	40,192	117,912	107,980
Income before equity in earnings (losses) of unconsolidated affiliates	103,779	103,477	305,250	272,219
Equity in earnings (losses) of unconsolidated affiliates	195	5,362	(952)	7,998
Net income	103,974	108,839	304,298	280,217
Net (income) loss attributable to non-controlling interests	(4,807)	2,447	(11,704)	2,418
Net income attributable to Quintiles IMS Holdings, Inc.	$ 99,167	$ 111,286	$ 292,594	$ 282,635
Earnings per share attributable to common stockholders:
Basic	$ 0.83	$ 0.91	$ 2.45	$ 2.28
Diluted	$ 0.82	$ 0.89	$ 2.41	$ 2.24
Weighted average common shares outstanding:
Basic	118,919	122,848	119,277	123,728
Diluted	121,156	125,339	121,371	126,443

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement Of Income And Comprehensive Income [Abstract]
Net income	$ 103,974	$ 108,839	$ 304,298	$ 280,217
Comprehensive income adjustments:
Unrealized gains (losses) on available-for-sale securities, net of income taxes of $12, ($40), $5 and ($135)	18	(64)	7	(215)
Unrealized (losses) gains on derivative instruments, net of income taxes of $634, ($3,885), ($6,828) and ($4,598)	(256)	(8,440)	(19,524)	(8,660)
Defined benefit plan adjustments, net of income taxes of $45 and $116	(45)		139
Foreign currency translation, net of income taxes of ($1,359), ($1,563), ($6,162) and ($4,228)	(10,582)	(23,435)	(34,119)	(40,440)
Reclassification adjustments:
Losses on derivative instruments included in net income, net of income taxes of $1,713, $1,377, $4,144 and $4,623	5,949	2,612	13,450	9,950
Amortization of actuarial losses included in net income, net of income taxes of $82, $83, $233 and $251	147	142	428	429
Comprehensive income	99,205	79,654	264,679	241,281
Comprehensive (income) loss attributable to non-controlling interests	(1,920)	5,013	(1,695)	4,984
Comprehensive income attributable to Quintiles IMS Holdings, Inc.	$ 97,285	$ 84,667	$ 262,984	$ 246,265

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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Statement Of Income And Comprehensive Income [Abstract]
Unrealized gains (losses) on available-for-sale securities, income taxes	$ 12	$ (40)	$ 5	$ (135)
Unrealized (losses) gains on derivative instruments, income taxes	634	(3,885)	(6,828)	(4,598)
Defined benefit plan adjustments, income taxes	45		116
Foreign currency translation, income taxes	(1,359)	(1,563)	(6,162)	(4,228)
Losses on derivative instruments included in net income, income taxes	1,713	1,377	4,144	4,623
Amortization of actuarial losses included in net income, income taxes	$ 82	$ 83	$ 233	$ 251

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 1,209,677	$ 977,151
Restricted cash	2,547	2,478
Trade accounts receivable and unbilled services, net	1,207,503	1,165,749
Prepaid expenses	57,318	50,624
Deferred income taxes		100,978
Income taxes receivable	26,568	34,089
Investments in debt, equity and other securities	39,878
Other current assets and receivables	99,641	80,916
Total current assets	2,643,132	2,411,985
Property and equipment, net	184,189	188,393
Investments in debt, equity and other securities	8,000	32,911
Investments in unconsolidated affiliates	60,386	52,382
Goodwill	691,441	719,740
Other identifiable intangibles, net	346,816	368,106
Deferred income taxes	95,818	42,684
Deposits and other assets	99,020	110,115
Total assets	4,128,802	3,926,316
Current liabilities:
Accounts payable and accrued expenses	904,095	906,241
Unearned income	624,079	584,646
Income taxes payable	15,953	35,173
Current portion of long-term debt and obligations held under capital leases	48,500	48,513
Other current liabilities	27,321	19,603
Total current liabilities	1,619,948	1,594,176
Long-term debt and obligations held under capital leases, less current portion	2,387,114	2,419,293
Deferred income taxes	13,102	65,702
Other liabilities	190,565	182,826
Total liabilities	4,210,729	4,261,997
Commitments and contingencies
Stockholders’ deficit:
Common stock and additional paid-in capital, 300,000 shares authorized, $0.01 par value, 119,395 and 119,378 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively	48,762	8,784
Accumulated deficit	(221,218)	(461,635)
Accumulated other comprehensive loss	(140,976)	(111,366)
Deficit attributable to Quintiles IMS Holdings, Inc.’s stockholders	(313,432)	(564,217)
Non-controlling interests	231,505	228,536
Total stockholders’ deficit	(81,927)	(335,681)
Total liabilities and stockholders’ deficit	$ 4,128,802	$ 3,926,316

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Statement Of Financial Position [Abstract]
Common stock, shares authorized	300,000,000	300,000,000
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares issued	119,395,000	119,378,000
Common stock, shares outstanding	119,395,000	119,378,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Operating activities:
Net income	$ 304,298	$ 280,217
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	98,368	93,224
Amortization of debt issuance costs and discount	5,058	7,485
Amortization of accumulated other comprehensive loss on terminated interest rate swaps	3,100	4,781
Stock-based compensation	34,357	28,702
Impairment of goodwill and identifiable intangible assets	27,937
Loss (earnings) from unconsolidated affiliates	5,417	(7,965)
(Benefit from) provision for deferred income taxes	(4,225)	23,252
Excess income tax benefits from stock-based award activities	(14,180)	(35,144)
Changes in operating assets and liabilities:
Change in accounts receivable, unbilled services and unearned income	(16,343)	(170,279)
Change in other operating assets and liabilities	(30,840)	45,103
Net cash provided by operating activities	412,947	269,376
Investing activities:
Acquisition of property, equipment and software	(78,076)	(56,692)
Acquisition of businesses, net of cash acquired		31,001
Purchase of trading securities	(39,440)
Proceeds from corporate owned life insurance policies	20,938
Proceeds from sale of cost method investments	26,042
Investments in unconsolidated affiliates, net of payments received	(13,235)	(4,840)
Termination of interest rate swaps		(10,981)
Other	1,921	2,111
Net cash used in investing activities	(81,850)	(39,401)
Financing activities:
Proceeds from issuance of debt		2,248,500
Payment of debt issuance costs		(22,028)
Repayment of debt and principal payments on capital lease obligations	(37,616)	(2,048,211)
Stock issued under employee stock purchase and option plans	42,930	58,323
Repurchase of common stock	(97,637)	(250,000)
Excess income tax benefits from stock-based award activities	14,180	35,144
Net cash (used in) provided by financing activities	(78,143)	21,728
Effect of foreign currency exchange rate changes on cash	(20,428)	(37,257)
Increase in cash and cash equivalents	232,526	214,446
Cash and cash equivalents at beginning of period	977,151	867,358
Cash and cash equivalents at end of period	$ 1,209,677	$ 1,081,804

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

On October 3, 2016, Quintiles Transnational Holdings Inc. (“Quintiles”) completed its previously announced merger of equals transaction (the “Merger”) with IMS Health Holdings, Inc. (“IMS Health”). Pursuant to the terms of the merger agreement dated as of May 3, 2016 between Quintiles and IMS Health (the “Merger Agreement”), 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 “Surviving Corporation”). The Surviving Corporation changed its name to Quintiles IMS Holdings, Inc. (the “Company”). At the effective time of the Merger, each issued and outstanding share of IMS Health common stock, par value $0.01 per share (“IMS Health common stock”), was automatically converted into 0.3840 of a share of the Company’s common stock, par value $0.01 per share. Because the closing of the Merger occurred subsequent to the date of these financial statements, IMS Health’s results of operations are not included in the accompanying condensed consolidated financial statements. See Note 18 for additional information regarding the Merger.

The accompanying unaudited condensed consolidated financial statements of Quintiles IMS Holdings, Inc. and its subsidiaries 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, 2016. 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, 2015. The balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements of the Company but does not include all the disclosures required by GAAP.

Investments in Marketable Securities

Investments in marketable securities are classified as either trading or available-for-sale and measured at fair market value. Realized and unrealized gains and losses on trading securities are included in other expense (income), net on the accompanying condensed consolidated statements of income. Realized gains and losses on available-for-sale securities are included in other expense (income), net on the accompanying condensed consolidated statements of income. Unrealized gains and losses, net of deferred income taxes, on available-for-sale securities are included in the accumulated other comprehensive income (loss) (“AOCI”) component of stockholders’ deficit until realized. Any gains or losses from the sales of investments or other-than-temporary declines in fair value are computed by specific identification.

Recently Issued Accounting Standards

Accounting pronouncement adopted

In November 2015, the United States Financial Accounting Standards Board (“FASB”) issued new accounting guidance which removed the requirement that deferred income tax assets and liabilities be classified as either current or non-current in a classified statement of financial position and instead requires deferred income tax assets and liabilities to be classified as non-current. The Company adopted this new accounting guidance prospectively on January 1, 2016.

Accounting pronouncements being evaluated

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 March 2016, the FASB issued new accounting guidance which simplifies several aspects of the accounting for employee stock-based payment 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 expects to adopt this new accounting guidance as required on January 1, 2017. Under the new accounting guidance, excess income tax benefits related to stock-based awards will be reflected as a reduction of income tax expense on the statements of income and as cash provided from operating activities. Under existing guidance, these tax benefits are reflected directly in additional paid-in capital and as cash provided from financing activities. The Company recognized $14.2 million of such income tax benefits in the nine months ended September 30, 2016. The Company does not expect the adoption of this new accounting guidance to impact the recognition of its stock-based compensation expense or its presentation of cash flows related to employee taxes paid for withheld shares.

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 new standard also 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. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this new standard on its consolidated financial statements, the date of adoption, and the transition approach to implement the new standard.

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Employee Stock Compensation

9 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Employee Stock Compensation

2. Employee Stock Compensation

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Stock options	—			10,000		783,700		986,900
Stock appreciation rights		15,200	—			40,400		176,200
Restricted stock awards		86,356	—			86,356	—
Restricted stock units		120,845		2,553		494,681		239,763
Performance units	—		—			119,839		51,977

The restricted stock awards issued during 2016 will vest in three equal quarterly installments on June 30, September 30 and December 31, 2017.

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

	September 30, 2016		December 31, 2015
Stock options		5,934,854		6,647,999
Stock appreciation rights		512,876		530,701
Restricted stock awards		86,356	—
Restricted stock units		777,331		359,553
Performance units		164,886		49,667

All performance units outstanding at the date of the Merger were converted into restricted stock units with service based vesting requirements.

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 September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Expected volatility	26 – 29%		26 –36%		26 – 30%		26 – 41%
Weighted average expected volatility		27%		30%		28%		35%
Expected dividends		0.0%		0.0%		0.0%		0.0%
Expected term (in years)	3.6 – 6.6		3.7 – 6.7		3.6 – 6.6		3.7 – 6.7
Risk-free interest rate	0.96 – 1.36%		1.08 – 1.83%		0.80 – 1.57%		1.06 – 2.00%

The Company issued 89,425 shares and 90,079 shares of common stock for purchases under its employee stock purchase plan during the nine months ended September 30, 2016 and 2015, respectively.

The Company recognized stock-based compensation expense of $15.6 million and $8.4 million during the three months ended September 30, 2016 and 2015, respectively, and $34.4 million and $28.7 million during the nine months ended September 30, 2016 and 2015, respectively.

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Concentration of Credit Risk

9 Months Ended

Sep. 30, 2016

Risks And Uncertainties [Abstract]

Concentration of Credit Risk

3. Concentration of Credit Risk

No client accounted for 10% or more of consolidated service revenues for the three and nine months ended September 30, 2016 or 2015.

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Accounts Receivable and Unbilled Services

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Accounts Receivable and Unbilled Services

4. Accounts Receivable and Unbilled Services

Accounts receivable and unbilled services consist of the following (in thousands):

	September 30, 2016			December 31, 2015
Trade:
Billed	$	552,326		$	553,652
Unbilled services		660,798			614,381
		1,213,124			1,168,033
Allowance for doubtful accounts		(5,621	)		(2,284	)
	$	1,207,503		$	1,165,749

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Investments-Debt, Equity and Other Securities

9 Months Ended

Sep. 30, 2016

Investments Debt And Equity Securities [Abstract]

Investments-Debt, Equity and Other Securities

5. Investments – Debt, Equity and Other Securities

Current

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. Net realized and unrealized gains were approximately $1.7 million and $2.4 million during the three and nine months ended September 30, 2016, respectively.

Long-term

The Company’s long-term investments in debt, equity and other securities consist primarily of cost method investments.

The Company is party to a joint venture with the Samsung Group to provide biopharmaceutical contract manufacturing services in South Korea. The Company’s investment in the joint venture totaled $27.2 million at December 31, 2015. During the second quarter of 2016, the Company exercised its right to sell a portion of its ownership interest in the joint venture to the Samsung Group in exchange for approximately $26.0 million. As of September 30, 2016, the Company’s investment in the joint venture totaled approximately $1.2 million (representing an ownership interest of less than 1%).

In December 2011, the Company and Intarcia Therapeutics (“Intarcia”) entered into an alliance to develop a new therapy for type 2 diabetes whereby Intarcia will use the Company to conduct Phase III pivotal clinical trials and a cardiovascular outcomes clinical trial. Under the alliance, the Company acquired $5.0 million of preferred stock of Intarcia.

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Variable Interest Entities

9 Months Ended

Sep. 30, 2016

Variable Interest Entity Disclosure [Abstract]

Variable Interest Entities

6. Variable Interest Entities

As of September 30, 2016, the Company’s investments in unconsolidated variable interest entities (“VIEs”) and its estimated maximum exposure to loss were as follows (in thousands):

	Investments in Unconsolidated VIEs		Maximum Exposure to Loss
NovaQuest Pharma Opportunities Fund III, L.P.	$	41,233	$	48,094
NovaQuest Pharma Opportunities Fund IV, L.P.		8,200		19,951
	$	49,433	$	68,045

The Company has committed to invest up to $50 million as a limited partner in NovaQuest Pharma Opportunities Fund III, L.P. (“Fund III”). As of September 30, 2016, the Company has funded approximately $43.1 million and has approximately $6.9 million of remaining funding commitments. As of September 30, 2016 and December 31, 2015, the Company had a 10.9% ownership interest in Fund III. The Company’s maximum exposure to loss on Fund III is limited to its investment and remaining funding commitments.

The Company has committed to invest up to $20 million as a limited partner in NovaQuest Pharma Opportunities Fund IV, L.P. (“Fund IV”). As of September 30, 2016, the Company has funded approximately $8.2 million and has approximately $11.8 million of remaining funding commitments. As of September 30, 2016 and December 31, 2015, the Company had a 2.3% ownership interest in Fund IV. The Company’s maximum exposure to loss on Fund IV is limited to its investment and remaining funding commitments.

The Company has determined that Fund III and Fund IV (collectively “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. Although the Company does not have a controlling financial interest in either of the Funds, the Company has determined that it has the ability to exercise significant influence. Accordingly, the Company 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.

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Goodwill

9 Months Ended

Sep. 30, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

7. Goodwill

The following is a summary of goodwill by segment for the nine months ended September 30, 2016 (in thousands):

				Integrated
	Product			Healthcare
	Development			Services			Consolidated
Balance as of December 31, 2015	$	602,106		$	117,634		$	719,740
Impairment	—				(23,147	)		(23,147	)
Impact of foreign currency fluctuations and other		(9,765	)		4,613			(5,152	)
Balance as of September 30, 2016	$	592,341		$	99,100		$	691,441

As of September 30, 2016, accumulated impairment losses were $23.1 million. See Note 13 for additional information regarding impairment losses.

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Derivatives

9 Months Ended

Sep. 30, 2016

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Derivatives

8. Derivatives

As of September 30, 2016, the Company held the following derivative positions: (i) forward exchange contracts to protect against foreign exchange movements for certain forecasted foreign currency cash flows related to service contracts and (ii) interest rate swaps to hedge the exposure to variability in interest payments on variable interest rate debt. The Company does not use derivative financial instruments for speculative or trading purposes.

As of September 30, 2016, the Company had nine open foreign exchange forward contracts to hedge certain forecasted foreign currency cash flow transactions occurring in 2016 and the first six months of 2017 with notional amounts totaling $118.8 million. These contracts were executed to hedge the risk of the potential volatility in the cash flows resulting from fluctuations in currency exchange rates during the remainder of 2016 and the first six months of 2017. These transactions are accounted for as cash flow hedges, as such, the effective portion of the gain or loss on the contracts is recorded as unrealized gains (losses) on derivatives included in AOCI. For accounting purposes these hedges are deemed to be highly effective. As of September 30, 2016 and December 31, 2015, the Company had recorded gross unrealized losses of $8.6 million and $5.2 million, respectively, related to foreign exchange forward contracts. Upon expiration of the hedge instruments in 2016 and the first six months of 2017, the Company will reclassify the unrealized holding gains and losses on the derivative instruments included in AOCI into earnings. The unrealized losses are included in other current liabilities on the accompanying condensed consolidated balance sheets as of September 30, 2016 and December 31, 2015.

On June 3, 2015, the Company entered into seven forward starting interest rate swaps with a notional value of $440.0 million 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 between March 31, 2017 and March 31, 2020. The critical terms of the interest rate swaps are substantially the same as those of the Company’s senior secured credit facilities, including quarterly interest settlements. 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, changes in the fair value of these derivative instruments are recorded as unrealized gains (losses) on derivatives included in AOCI. 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 condensed consolidated statements of income. These payments, together with the variable rate of interest incurred on the underlying debt, result in a fixed rate of interest of 2.1% plus the applicable margin on the affected borrowings. These interest rate swaps will result in a total debt mix of approximately 50% fixed rate debt and 50% variable rate debt. The Company expects that $5.3 million of unrealized losses will be reclassified out of AOCI and will form the interest rate swap component of the 2.1% fixed rate of interest incurred over the next 12 months as the underlying net payments are settled.

The fair values of the Company’s derivative instruments designated as hedging instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table (in thousands):

	Balance Sheet Classification	September 30, 2016		December 31, 2015
Foreign exchange forward contracts	Other current liabilities	$	8,564	$	5,194
Interest rate swaps	Other current liabilities	$	14,186	$	5,698

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

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
Foreign exchange forward contracts	$	3,668	$	(3,795	)	$	(3,370	)	$	2,594
Interest rate swaps		4,372		(4,541	)		(5,388	)		(1,279	)
Total	$	8,040	$	(8,336	)	$	(8,758	)	$	1,315

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Fair Value Measurements

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

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.

Recurring Fair Value Measurements

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured on a recurring basis as of September 30, 2016 (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	39,878	$	—	$	—	$	39,878
Available-for-sale securities		408	—		—			408
Total	$	40,286	$	—	$	—	$	40,286
Liabilities:
Foreign exchange forward contracts	$	—	$	8,564	$	—	$	8,564
Interest rate swaps	—			14,186	—			14,186
Contingent consideration	—		—			4,500		4,500
Total	$	—	$	22,750	$	4,500	$	27,250

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.

Foreign exchange forward contracts — The Company values foreign exchange forward contracts using quoted market prices for identical instruments in less active markets or using other observable inputs.

Interest rate swaps — The Company values interest rate swaps 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 nine months ended September 30 (in thousands):

	Contingent Consideration – Accounts Payable and Accrued Expenses
	2016		2015
Balance as of January 1	$	4,374	$	1,452
Revaluations included in earnings		126		6,002
Balance as of September 30	$	4,500	$	7,454

The revaluations for 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. See Note 13 for additional information.

As of September 30, 2016, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaling approximately $1,106.0 million and were identified as Level 3. These assets are comprised of cost and equity method investments of $67.8 million, goodwill of $691.4 million and other identifiable intangibles, net of $346.8 million.

The estimated fair value of the Company’s long-term debt approximates its carrying value as of September 30, 2016 and December 31, 2015. The estimated fair value of the long-term debt is primarily based on rates in which the debt is traded among banks.

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Stockholders' Deficit

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Stockholders' Deficit

10. Stockholders’ Deficit

Equity Repurchase Program

During the nine months ended September 30, 2016, the Company repurchased 1,486,679 shares of its common stock under a previously approved equity repurchase program (the “Repurchase Program”) at an average market price per share of $65.67 for an aggregate purchase price of $97.6 million. From the plan’s inception in October 2013 through September 30, 2016, the Company has repurchased a total of $678.2 million of its securities under the Repurchase Program, consisting of $59.1 million of stock options and $619.1 million of common stock. As of September 30, 2016, the Company has remaining authorization to repurchase up to $46.8 million of its common stock under the Repurchase 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. See Note 18 for additional information.

Non-controlling Interests

Below is a summary of non-controlling interests for the nine months ended September 30 (in thousands):

	2016			2015
Balance as of January 1	$	228,536		$	49
Investment by non-controlling interest		1,274			231,030
Comprehensive income (loss):
Net income (loss)		11,704			(2,418	)
Foreign currency adjustments, net of income tax		(10,009	)		(2,566	)
Balance as of September 30	$	231,505		$	226,095

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Restructuring

9 Months Ended

Sep. 30, 2016

Restructuring And Related Activities [Abstract]

Restructuring

11. Restructuring

2016 Plan

During 2016, the Company’s Board of Directors (the “Board”) approved a restructuring plan for approximately $41 million, primarily for severance and other exit costs, to align its resources and reduce overcapacity. These actions are expected to continue throughout 2016 and 2017, and are expected to consist of severance, facility closure and other exit-related costs. During the nine months ended September 30, 2016, the Company has recognized approximately $22.3 million, $2.2 million and $2.1 million of restructuring costs related to this plan for activities in the Product Development segment, Integrated Healthcare Services segment and corporate activities, respectively.

2015 Plans

During 2015, the Board approved a restructuring plan for approximately $30.0 million to align the Company’s resources and reduce overcapacity. These actions are expected to continue throughout 2016, and are expected to consist of severance, facility closure and other exit-related costs. Since the start of this plan in 2015, the Company has recognized approximately $12.0 million, $8.9 million and $952,000 of restructuring costs related to this plan for activities in the Product Development segment, Integrated Healthcare Services segment and corporate activities, respectively.

Also, in connection with consummating the joint venture transaction with Quest Diagnostics Incorporated, during 2015, a restructuring plan was approved to reduce facility overcapacity and eliminate redundant roles. These actions are expected to continue throughout 2016 and 2017, and are expected to consist of severance, facility closure and other exit-related costs of approximately $14.0 million. Since the start of this plan in 2015, the Company has recognized approximately $9.6 million of restructuring costs related to this plan for activities in the Product Development segment.

The following amounts were recorded for the restructuring plans (in thousands):

	Severance and Related Costs			Exit Costs			Total
Balance at December 31, 2015	$	12,179		$	1,385		$	13,564
Expense, net of reversals		26,470			1,321			27,791
Payments		(23,419	)		(1,658	)		(25,077	)
Foreign currency translation and other		(1,858	)		827			(1,031	)
Balance at September 30, 2016	$	13,372		$	1,875		$	15,247

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 September 30, 2016 will be paid in 2016 and 2017.

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Merger Related Costs

9 Months Ended

Sep. 30, 2016

Business Combinations [Abstract]

Merger Related Costs

12. Merger Related Costs

Merger related costs include the direct and incremental costs associated with the Merger such as investment banking, legal, accounting and consulting fees. The Company recognized approximately $3.7 million and $12.7 million of such costs during the three and nine months ended September 30, 2016, respectively.

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Impairment Charges

9 Months Ended

Sep. 30, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Impairment Charges

13. Impairment Charges

During the third quarter of 2016 as part of its annual impairment review, the Company determined that it was more likely than not that the fair value of its Encore reporting unit was less than its carrying amount due to certain strategic initiatives not performing as expected resulting in a decline in service revenues. The Company performed a quantitative analysis using the present value of the estimated future cash flows, which confirmed that the Encore reporting unit’s goodwill was impaired. The Company proceeded to perform step two of its Encore goodwill impairment assessment which resulted in the recognition of impairment losses of $23.1 million and $4.8 million for other-than-temporary declines in the fair value of goodwill and identifiable intangible assets, respectively.

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Employee Benefit Plans

9 Months Ended

Sep. 30, 2016

Compensation And Retirement Disclosure [Abstract]

Employee Benefit Plans

14. Employee Benefit Plans

Defined Benefit Plans

The following table summarizes the components of pension expense related to the Company’s defined benefit plans (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service cost	$	4,491		$	3,554		$	13,122		$	11,419
Interest cost		891			867			2,741			2,600
Expected return on plan assets		(805	)		(869	)		(2,549	)		(2,583	)
Amortization of actuarial losses		229			225			661			680
	$	4,806		$	3,777		$	13,975		$	12,116

Other

As of September 30, 2016 and December 31, 2015, the Company had a severance accrual included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets of $2.4 million and $3.3 million, respectively. The Company recognizes obligations associated with severance related to contractual termination benefits at fair value on the date that it is probable that the affected employees will be entitled to the benefit and the amount can reasonably be estimated. The severance accrual is related to cost reduction programs that will result in severance for approximately 270 positions. During the first nine months of 2016, the Company recognized approximately $513,000 of net reversals related to these cost reduction programs in the Product Development segment, primarily as a result of affected individuals transferring into other positions within the Company. The Company expects the majority of the severance accrual at September 30, 2016 will be paid in 2017.

The following amounts were recorded for the severance associated with cost reduction programs (in thousands):

Balance at December 31, 2015	$	3,337
Expense, net of reversals		(513	)
Payments		(344	)
Foreign currency translation		(45	)
Balance at September 30, 2016	$	2,435

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Comprehensive Income

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Comprehensive Income

15. Comprehensive Income

Below is a summary of the components of AOCI (in thousands):

	Foreign Currency Translation			Available-for-Sale Securities			Derivative Instruments			Defined Benefit Plans			Income Taxes			Total
Balance at December 31, 2015	$	(116,830	)	$	(708	)	$	(13,992	)	$	(13,264	)	$	33,428		$	(111,366	)
Other comprehensive (loss) income before reclassifications		(30,272	)		12			(26,352	)		255			12,869			(43,488	)
Reclassification adjustments		—			—			17,594			661			(4,377	)		13,878
Balance at September 30, 2016	$	(147,102	)	$	(696	)	$	(22,750	)	$	(12,348	)	$	41,920		$	(140,976	)

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

	Affected Financial Statement	Three Months Ended September 30,				Nine Months Ended September 30,
Reclassification Adjustments	Line Item	2016		2015		2016		2015
Derivative instruments:
Interest rate swaps	Interest expense	$	1,600	$	3,130	$	4,700	$	9,233
Foreign exchange forward contracts	Service revenues		6,062		859		12,894		5,340
Total before income taxes			7,662		3,989		17,594		14,573
Income tax benefit			1,713		1,377		4,144		4,623
Total net of income taxes		$	5,949	$	2,612	$	13,450	$	9,950
Defined benefit plans:
Amortization of actuarial losses	See Note 14	$	229	$	225	$	661	$	680
Total before income taxes			229		225		661		680
Income tax benefit			82		83		233		251
Total net of income taxes		$	147	$	142	$	428	$	429

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Segments

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Segments

16. Segments

The following table presents the Company’s operations by reportable segment. The Company is managed through two reportable segments, Product Development and Integrated Healthcare Services. Product Development, which primarily serves biopharmaceutical clients engaged in research and development, provides clinical research and clinical trial services. Integrated Healthcare Services provides commercialization services to biopharmaceutical clients and research, analytics, real-world and late phase research, and other 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 restructuring costs, merger related costs or impairment charges to its segments. Information presented below is in thousands:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service revenues
Product Development	$	874,312		$	810,045		$	2,601,909		$	2,345,971
Integrated Healthcare Services		262,111			283,435			809,600			851,849
Total service revenues		1,136,423			1,093,480			3,411,509			3,197,820
Costs of revenue, service costs
Product Development		499,638			461,858			1,513,353			1,352,730
Integrated Healthcare Services		204,153			221,200			631,643			676,000
Total costs of revenue, service costs		703,791			683,058			2,144,996			2,028,730
Selling, general and administrative expenses
Product Development		167,732			166,758			505,378			478,643
Integrated Healthcare Services		35,172			38,186			111,422			114,953
General corporate and unallocated		30,741			26,471			83,987			83,323
Total selling, general and administrative expenses		233,645			231,415			700,787			676,919
Income from operations
Product Development		206,942			181,429			583,178			514,598
Integrated Healthcare Services		22,786			24,049			66,535			60,896
General corporate and unallocated		(30,741	)		(26,471	)		(83,987	)		(83,323	)
Restructuring costs		467			(11,984	)		(27,791	)		(23,542	)
Merger related costs		(3,747	)		—			(12,689	)		—
Impairment charges		(27,937	)		—			(27,937	)		—
Total income from operations	$	167,770		$	167,023		$	497,309		$	468,629

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Depreciation and amortization expense
Product Development	$	29,593	$	26,681	$	82,575	$	74,110
Integrated Healthcare Services		4,020		5,118		12,549		15,497
General corporate and unallocated		990		1,085		3,244		3,617
Total depreciation and amortization expense	$	34,603	$	32,884	$	98,368	$	93,224

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Earnings Per Share

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Earnings Per Share

17. 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 if they are subject to performance conditions or if the effect of including such stock-based awards in the computation would be anti-dilutive (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Shares subject to performance conditions		198		51		161		40
Shares subject to anti-dilutive stock-based awards		718		952		1,198		1,036
Total shares excluded from diluted earnings per share		916		1,003		1,359		1,076

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.

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Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events

18. Subsequent Events

Merger

On October 3, 2016, pursuant to the terms of the Merger Agreement, IMS Health merged with and into Quintiles, with Quintiles continuing as the Surviving Corporation. The combination of Quintiles and IMS Health capabilities and resources creates an information and technology enabled healthcare service provider with a full suite of end-to-end clinical and commercial offerings. The Merger will be accounted for as a business combination with Quintiles considered the accounting and the legal acquirer. 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. In addition, IMS Health equity awards held by current employees and certain members of the former IMS Health board of directors were converted into the Company’s equity awards after giving effect to the exchange ratio. The terms of these awards, including vesting provisions, are substantially consistent to those of the historical IMS Health equity awards. All of the Company’s and IMS Health’s performance units outstanding at the date of the Merger were converted into restricted stock units with service based vesting requirements. The merger consideration is estimated to be approximately $10.4 billion (based on the closing price of the Company’s common stock on October 3, 2016), and consists 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. The calculation of the estimated consideration is subject to change as the Company is in the process of completing the final analysis of certain components of the purchase price.

The Company has not completed the detailed valuations necessary to determine the estimated fair value of the assets acquired and the liabilities assumed. The Company estimates that $10 billion of fair value will be assigned to acquired assets, including $10 billion of identifiable tangible and intangible assets, and $9 billion of liabilities assumed, with the remainder representing approximately $9 billion of goodwill. Goodwill, primarily attributable to the assembled workforce of IMS Health and the expected synergies, will not be deductible for income tax purposes. The Company’s assessment of fair value and the purchase price accounting are preliminary and subject to change upon completion.

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, iii) to present transaction costs in the 2015 periods, and iv) 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.

The following table summarizes the pro forma results (in thousands, except earnings per share):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Product and service revenues	$	1,926,000	$	1,828,000	$	5,775,000	$	5,305,000
Reimbursed expenses		361,000		331,000		1,128,000		1,018,000
Total revenues	$	2,287,000	$	2,159,000	$	6,903,000	$	6,323,000
Net income attributable to Quintiles IMS Holdings, Inc.	$	88,000	$	113,000	$	255,000	$	525,000
Earnings per share attributable to common stockholders:
Basic	$	0.36	$	0.45	$	1.04	$	2.10
Diluted	$	0.35	$	0.44	$	1.02	$	2.04

Financing Transactions

On October 3, 2016, the Company repaid in full ($1,389.4 million) the term loans outstanding under the Quintiles Transnational Corp. senior secured credit facilities. These redemptions were funded by the proceeds of new debt issued by IMS Health on September 28, 2016 and therefore assumed by the Company upon closing of the Merger. This new debt issued on September 28, 2016, totaling principal amount of $1,750 million, consists of (i) $1,050 million of 5% senior notes due 2026 (the “5% Dollar Notes”) and (ii) €625 million of 3.5% senior notes due 2024 (the “3.5% Euro Notes” and, together with the 5% Dollar Notes, the “2016 Notes”). The 2016 Notes are unsecured obligations. The 5% Dollar Notes will mature on October 15, 2026 and will bear interest at the rate of 5% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017. The 3.5% Euro Notes will mature on October 15, 2024 and will bear interest at the rate of 3.5% per year, with interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017.

On October 3, 2016, the Company refinanced the term A loans due 2019 (approximately $884 million) assumed in the Merger with a term A loan facility due in 2021 for an aggregate principal amount of approximately $1,350 million comprised of both U.S. Dollar denominated term A loans and Euro denominated term A loans. Additionally, the revolving credit facility was refinanced to an aggregate principal amount equal to $1,000 million comprised of a $450 million senior secured revolving facility available in U.S. Dollars, a $400 million senior secured revolving facility available in U.S. Dollars, Euros, Swiss Francs and other foreign currencies and a $150 million senior secured revolving facility available in U.S. Dollars and Yen. Under certain circumstances, the maturity date of the term A loans and the senior secured revolving facility may be accelerated to 2020. The additional proceeds were used, in part, to fund the redemption of the $500 million of 6% Senior Notes due 2020 assumed in the Merger which occurred on November 1, 2016.

Equity Repurchase Program

On November 1, 2016, the Board increased its stock repurchase authorization under the previously approved equity repurchase program by $1.5 billion. The total authorization available for stock repurchases is approximately $1,546.8 million. The equity repurchase program does not obligate the Company to acquire any particular amount of common stock, and may be modified, extended, suspended or discontinued at any time.

Repatriation of Indefinitely Reinvested Earnings

As a result of the merger with IMS Health, the Company is currently evaluating the domestic and foreign cash positions for the Surviving Corporation. Absent the merger and as of September 30, 2016, the earnings of most of the Company's foreign subsidiaries are considered indefinitely reinvested outside the United States. If the Surviving Corporation determines that repatriation of some or all of these indefinitely reinvested earnings held outside of the United States may be needed to fund the stock repurchase or other merger related items, it could incur an additional income tax liability of up to an estimated $175.0 million.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Unaudited Interim Financial Information

Unaudited Interim Financial Information

On October 3, 2016, Quintiles Transnational Holdings Inc. (“Quintiles”) completed its previously announced merger of equals transaction (the “Merger”) with IMS Health Holdings, Inc. (“IMS Health”). Pursuant to the terms of the merger agreement dated as of May 3, 2016 between Quintiles and IMS Health (the “Merger Agreement”), 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 “Surviving Corporation”). The Surviving Corporation changed its name to Quintiles IMS Holdings, Inc. (the “Company”). At the effective time of the Merger, each issued and outstanding share of IMS Health common stock, par value $0.01 per share (“IMS Health common stock”), was automatically converted into 0.3840 of a share of the Company’s common stock, par value $0.01 per share. Because the closing of the Merger occurred subsequent to the date of these financial statements, IMS Health’s results of operations are not included in the accompanying condensed consolidated financial statements. See Note 18 for additional information regarding the Merger.

The accompanying unaudited condensed consolidated financial statements of Quintiles IMS Holdings, Inc. and its subsidiaries 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, 2016. 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, 2015. The balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements of the Company but does not include all the disclosures required by GAAP.

Investments in Marketable Securities

Investments in Marketable Securities

Investments in marketable securities are classified as either trading or available-for-sale and measured at fair market value. Realized and unrealized gains and losses on trading securities are included in other expense (income), net on the accompanying condensed consolidated statements of income. Realized gains and losses on available-for-sale securities are included in other expense (income), net on the accompanying condensed consolidated statements of income. Unrealized gains and losses, net of deferred income taxes, on available-for-sale securities are included in the accumulated other comprehensive income (loss) (“AOCI”) component of stockholders’ deficit until realized. Any gains or losses from the sales of investments or other-than-temporary declines in fair value are computed by specific identification.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

Accounting pronouncement adopted

In November 2015, the United States Financial Accounting Standards Board (“FASB”) issued new accounting guidance which removed the requirement that deferred income tax assets and liabilities be classified as either current or non-current in a classified statement of financial position and instead requires deferred income tax assets and liabilities to be classified as non-current. The Company adopted this new accounting guidance prospectively on January 1, 2016.

Accounting pronouncements being evaluated

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 March 2016, the FASB issued new accounting guidance which simplifies several aspects of the accounting for employee stock-based payment 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 expects to adopt this new accounting guidance as required on January 1, 2017. Under the new accounting guidance, excess income tax benefits related to stock-based awards will be reflected as a reduction of income tax expense on the statements of income and as cash provided from operating activities. Under existing guidance, these tax benefits are reflected directly in additional paid-in capital and as cash provided from financing activities. The Company recognized $14.2 million of such income tax benefits in the nine months ended September 30, 2016. The Company does not expect the adoption of this new accounting guidance to impact the recognition of its stock-based compensation expense or its presentation of cash flows related to employee taxes paid for withheld shares.

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 new standard also 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. Early adoption is permitted for annual reporting periods beginning after December 15, 2016. The Company is currently evaluating the impact of this new standard on its consolidated financial statements, the date of adoption, and the transition approach to implement the new standard.

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Employee Stock Compensation (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Schedule of Number of Stock-Based Awards Granted and Outstanding

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Stock options	—			10,000		783,700		986,900
Stock appreciation rights		15,200	—			40,400		176,200
Restricted stock awards		86,356	—			86,356	—
Restricted stock units		120,845		2,553		494,681		239,763
Performance units	—		—			119,839		51,977

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

	September 30, 2016		December 31, 2015
Stock options		5,934,854		6,647,999
Stock appreciation rights		512,876		530,701
Restricted stock awards		86,356	—
Restricted stock units		777,331		359,553
Performance units		164,886		49,667

Assumptions Used to Estimate Value of Stock-Based Compensation for Stock Options and Stock Appreciation Rights Issued

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 September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Expected volatility	26 – 29%		26 –36%		26 – 30%		26 – 41%
Weighted average expected volatility		27%		30%		28%		35%
Expected dividends		0.0%		0.0%		0.0%		0.0%
Expected term (in years)	3.6 – 6.6		3.7 – 6.7		3.6 – 6.6		3.7 – 6.7
Risk-free interest rate	0.96 – 1.36%		1.08 – 1.83%		0.80 – 1.57%		1.06 – 2.00%

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Accounts Receivable and Unbilled Services (Tables)

9 Months Ended

Sep. 30, 2016

Receivables [Abstract]

Accounts Receivable and Unbilled Services

Accounts receivable and unbilled services consist of the following (in thousands):

	September 30, 2016			December 31, 2015
Trade:
Billed	$	552,326		$	553,652
Unbilled services		660,798			614,381
		1,213,124			1,168,033
Allowance for doubtful accounts		(5,621	)		(2,284	)
	$	1,207,503		$	1,165,749

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Variable Interest Entities (Tables)

9 Months Ended

Sep. 30, 2016

Variable Interest Entity Disclosure [Abstract]

Summary of Investments in Unconsolidated Variable Interest Entities and Estimated Maximum Exposure to Loss

As of September 30, 2016, the Company’s investments in unconsolidated variable interest entities (“VIEs”) and its estimated maximum exposure to loss were as follows (in thousands):

	Investments in Unconsolidated VIEs		Maximum Exposure to Loss
NovaQuest Pharma Opportunities Fund III, L.P.	$	41,233	$	48,094
NovaQuest Pharma Opportunities Fund IV, L.P.		8,200		19,951
	$	49,433	$	68,045

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Goodwill (Tables)

9 Months Ended

Sep. 30, 2016

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Goodwill by Segment

The following is a summary of goodwill by segment for the nine months ended September 30, 2016 (in thousands):

				Integrated
	Product			Healthcare
	Development			Services			Consolidated
Balance as of December 31, 2015	$	602,106		$	117,634		$	719,740
Impairment	—				(23,147	)		(23,147	)
Impact of foreign currency fluctuations and other		(9,765	)		4,613			(5,152	)
Balance as of September 30, 2016	$	592,341		$	99,100		$	691,441

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Derivatives (Tables)

9 Months Ended

Sep. 30, 2016

Derivative Instruments And Hedging Activities Disclosure [Abstract]

Summary of Fair Values of Derivative Instruments Designated as Hedges

The fair values of the Company’s derivative instruments designated as hedging instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table (in thousands):

	Balance Sheet Classification	September 30, 2016		December 31, 2015
Foreign exchange forward contracts	Other current liabilities	$	8,564	$	5,194
Interest rate swaps	Other current liabilities	$	14,186	$	5,698

Effect of Cash Flow Hedging Instruments on Other Comprehensive Income (Loss)

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

	Three Months Ended September 30,					Nine Months Ended September 30,
	2016		2015			2016			2015
Foreign exchange forward contracts	$	3,668	$	(3,795	)	$	(3,370	)	$	2,594
Interest rate swaps		4,372		(4,541	)		(5,388	)		(1,279	)
Total	$	8,040	$	(8,336	)	$	(8,758	)	$	1,315

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities Measured on Recurring Basis

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured on a recurring basis as of September 30, 2016 (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	39,878	$	—	$	—	$	39,878
Available-for-sale securities		408	—		—			408
Total	$	40,286	$	—	$	—	$	40,286
Liabilities:
Foreign exchange forward contracts	$	—	$	8,564	$	—	$	8,564
Interest rate swaps	—			14,186	—			14,186
Contingent consideration	—		—			4,500		4,500
Total	$	—	$	22,750	$	4,500	$	27,250

Changes in Level 3 Financial Assets and Liabilities Measured on Recurring Basis

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the nine months ended September 30 (in thousands):

	Contingent Consideration – Accounts Payable and Accrued Expenses
	2016		2015
Balance as of January 1	$	4,374	$	1,452
Revaluations included in earnings		126		6,002
Balance as of September 30	$	4,500	$	7,454

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Stockholders' Deficit (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Summary of Non-controlling Interests

Below is a summary of non-controlling interests for the nine months ended September 30 (in thousands):

	2016			2015
Balance as of January 1	$	228,536		$	49
Investment by non-controlling interest		1,274			231,030
Comprehensive income (loss):
Net income (loss)		11,704			(2,418	)
Foreign currency adjustments, net of income tax		(10,009	)		(2,566	)
Balance as of September 30	$	231,505		$	226,095

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Restructuring (Tables)

9 Months Ended

Sep. 30, 2016

Restructuring And Related Activities [Abstract]

Summary of Amounts Recorded for Restructuring Plans

The following amounts were recorded for the restructuring plans (in thousands):

	Severance and Related Costs			Exit Costs			Total
Balance at December 31, 2015	$	12,179		$	1,385		$	13,564
Expense, net of reversals		26,470			1,321			27,791
Payments		(23,419	)		(1,658	)		(25,077	)
Foreign currency translation and other		(1,858	)		827			(1,031	)
Balance at September 30, 2016	$	13,372		$	1,875		$	15,247

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Employee Benefit Plans (Tables)

9 Months Ended

Sep. 30, 2016

Compensation And Retirement Disclosure [Abstract]

Summary of Components of Pension Expenses Related to Defined Benefit Plans

The following table summarizes the components of pension expense related to the Company’s defined benefit plans (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service cost	$	4,491		$	3,554		$	13,122		$	11,419
Interest cost		891			867			2,741			2,600
Expected return on plan assets		(805	)		(869	)		(2,549	)		(2,583	)
Amortization of actuarial losses		229			225			661			680
	$	4,806		$	3,777		$	13,975		$	12,116

Summary of Severance Associated with Cost Reduction Programs

The following amounts were recorded for the severance associated with cost reduction programs (in thousands):

Balance at December 31, 2015	$	3,337
Expense, net of reversals		(513	)
Payments		(344	)
Foreign currency translation		(45	)
Balance at September 30, 2016	$	2,435

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Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Summary of Components of AOCI

Below is a summary of the components of AOCI (in thousands):

	Foreign Currency Translation			Available-for-Sale Securities			Derivative Instruments			Defined Benefit Plans			Income Taxes			Total
Balance at December 31, 2015	$	(116,830	)	$	(708	)	$	(13,992	)	$	(13,264	)	$	33,428		$	(111,366	)
Other comprehensive (loss) income before reclassifications		(30,272	)		12			(26,352	)		255			12,869			(43,488	)
Reclassification adjustments		—			—			17,594			661			(4,377	)		13,878
Balance at September 30, 2016	$	(147,102	)	$	(696	)	$	(22,750	)	$	(12,348	)	$	41,920		$	(140,976	)

Summary of (Gains) Losses Reclassified from AOCI into Condensed Consolidated Statements of Income and Affected Financial Statement Line Item

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

	Affected Financial Statement	Three Months Ended September 30,				Nine Months Ended September 30,
Reclassification Adjustments	Line Item	2016		2015		2016		2015
Derivative instruments:
Interest rate swaps	Interest expense	$	1,600	$	3,130	$	4,700	$	9,233
Foreign exchange forward contracts	Service revenues		6,062		859		12,894		5,340
Total before income taxes			7,662		3,989		17,594		14,573
Income tax benefit			1,713		1,377		4,144		4,623
Total net of income taxes		$	5,949	$	2,612	$	13,450	$	9,950
Defined benefit plans:
Amortization of actuarial losses	See Note 14	$	229	$	225	$	661	$	680
Total before income taxes			229		225		661		680
Income tax benefit			82		83		233		251
Total net of income taxes		$	147	$	142	$	428	$	429

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Segments (Tables)

9 Months Ended

Sep. 30, 2016

Segment Reporting [Abstract]

Reconciliation of Revenues and Income from Segments to Consolidated

Information presented below is in thousands:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Service revenues
Product Development	$	874,312		$	810,045		$	2,601,909		$	2,345,971
Integrated Healthcare Services		262,111			283,435			809,600			851,849
Total service revenues		1,136,423			1,093,480			3,411,509			3,197,820
Costs of revenue, service costs
Product Development		499,638			461,858			1,513,353			1,352,730
Integrated Healthcare Services		204,153			221,200			631,643			676,000
Total costs of revenue, service costs		703,791			683,058			2,144,996			2,028,730
Selling, general and administrative expenses
Product Development		167,732			166,758			505,378			478,643
Integrated Healthcare Services		35,172			38,186			111,422			114,953
General corporate and unallocated		30,741			26,471			83,987			83,323
Total selling, general and administrative expenses		233,645			231,415			700,787			676,919
Income from operations
Product Development		206,942			181,429			583,178			514,598
Integrated Healthcare Services		22,786			24,049			66,535			60,896
General corporate and unallocated		(30,741	)		(26,471	)		(83,987	)		(83,323	)
Restructuring costs		467			(11,984	)		(27,791	)		(23,542	)
Merger related costs		(3,747	)		—			(12,689	)		—
Impairment charges		(27,937	)		—			(27,937	)		—
Total income from operations	$	167,770		$	167,023		$	497,309		$	468,629

Depreciation and Amortization Expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Depreciation and amortization expense
Product Development	$	29,593	$	26,681	$	82,575	$	74,110
Integrated Healthcare Services		4,020		5,118		12,549		15,497
General corporate and unallocated		990		1,085		3,244		3,617
Total depreciation and amortization expense	$	34,603	$	32,884	$	98,368	$	93,224

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2016

Earnings Per Share [Abstract]

Summary of Weighted-Average Outstanding Stock Options Excluded from Computation of Diluted 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 if they are subject to performance conditions or if the effect of including such stock-based awards in the computation would be anti-dilutive (in thousands):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Shares subject to performance conditions		198		51		161		40
Shares subject to anti-dilutive stock-based awards		718		952		1,198		1,036
Total shares excluded from diluted earnings per share		916		1,003		1,359		1,076

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Subsequent Events (Tables)

9 Months Ended

Sep. 30, 2016

IMS Health Holdings, Inc. [Member]

Summary of Pro Forma Results

The following table summarizes the pro forma results (in thousands, except earnings per share):

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Product and service revenues	$	1,926,000	$	1,828,000	$	5,775,000	$	5,305,000
Reimbursed expenses		361,000		331,000		1,128,000		1,018,000
Total revenues	$	2,287,000	$	2,159,000	$	6,903,000	$	6,323,000
Net income attributable to Quintiles IMS Holdings, Inc.	$	88,000	$	113,000	$	255,000	$	525,000
Earnings per share attributable to common stockholders:
Basic	$	0.36	$	0.45	$	1.04	$	2.10
Diluted	$	0.35	$	0.44	$	1.02	$	2.04

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Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Oct. 03, 2016	Sep. 30, 2016	Dec. 31, 2015
Summary Of Significant Accounting Policies [Line Items]
Common stock, par value		$ 0.01	$ 0.01
Adoption of New Accounting Guidance [Member]
Summary Of Significant Accounting Policies [Line Items]
Excess income tax benefits recognized from share-based awards		$ 14.2
Subsequent Event [Member]
Summary Of Significant Accounting Policies [Line Items]
Common stock, par value	$ 0.01
Subsequent Event [Member] | IMS Health Holdings, Inc. [Member]
Summary Of Significant Accounting Policies [Line Items]
Business acquisition through merger, acquisition date	Oct. 03, 2016
Business acquisition through merger, agreement date	May 03, 2016
Common stock, par value	$ 0.01
Subsequent Event [Member] | IMS Health Holdings, Inc. [Member] | Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Merger agreement, stock for stock exchange ratio	38.40%

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Employee Stock Compensation - Schedule of Number of Stock-Based Awards Granted and Outstanding (Detail) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options granted		10,000	783,700	986,900
Stock options outstanding	5,934,854		5,934,854		6,647,999
Stock Appreciation Rights Granted [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity Instruments Other than Options, Grants	15,200		40,400	176,200
Equity Instruments Other than Options, Outstanding	512,876		512,876		530,701
Restricted Stock Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity Instruments Other than Options, Grants	86,356		86,356
Equity Instruments Other than Options, Outstanding	86,356		86,356
Restricted Stock Units Granted [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity Instruments Other than Options, Grants	120,845	2,553	494,681	239,763
Equity Instruments Other than Options, Outstanding	777,331		777,331		359,553
Performance Units Granted [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Equity Instruments Other than Options, Grants			119,839	51,977
Equity Instruments Other than Options, Outstanding	164,886		164,886		49,667

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Employee Stock Compensation - Additional Information (Detail) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2016 USD ($) Installment shares	Sep. 30, 2015 USD ($) shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense | $	$ 15,600	$ 8,400	$ 34,357	$ 28,702
Employee Stock Purchase Plan [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares issued for purchases under employee stock purchase plan | shares			89,425	90,079
Restricted Stock Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of equal quarterly award vesting installments | Installment			3
First Installment [Member] | Restricted Stock Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date			Jun. 30, 2017
Second Installment [Member] | Restricted Stock Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date			Sep. 30, 2017
Third Installment [Member] | Restricted Stock Awards [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Award vesting date			Dec. 31, 2017

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Employee Stock Compensation - Assumptions Used to Estimate Value of Stock-Based Compensation for Stock Options and Stock Appreciation Rights Issued (Detail)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Expected volatility, Minimum	26.00%	26.00%	26.00%	26.00%
Expected volatility, Maximum	29.00%	36.00%	30.00%	41.00%
Weighted average expected volatility	27.00%	30.00%	28.00%	35.00%
Expected dividends	0.00%	0.00%	0.00%	0.00%
Risk-free interest rate, Minimum	0.96%	1.08%	0.80%	1.06%
Risk-free interest rate, Maximum	1.36%	1.83%	1.57%	2.00%
Minimum [Member]
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Expected term (in years)	3 years 7 months 6 days	3 years 8 months 12 days	3 years 7 months 6 days	3 years 8 months 12 days
Maximum [Member]
Share based Compensation Arrangement by Share based Payment Award, Fair Value Assumptions, Method Used [Line Items]
Expected term (in years)	6 years 7 months 6 days	6 years 8 months 12 days	6 years 7 months 6 days	6 years 8 months 12 days

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Concentration of Credit Risk - Additional Information (Detail) - Customer	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Risks And Uncertainties [Abstract]
Number of clients served	0	0	0	0

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Accounts Receivable and Unbilled Services - Accounts Receivable and Unbilled Services (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Trade:
Billed	$ 552,326	$ 553,652
Unbilled services	660,798	614,381
Trade accounts receivable and unbilled services, gross	1,213,124	1,168,033
Allowance for doubtful accounts	(5,621)	(2,284)
Trade accounts receivable and unbilled services, net	$ 1,207,503	$ 1,165,749

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Investments - Debt, Equity and Other Securities - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Jun. 30, 2016	Sep. 30, 2016	Dec. 31, 2015
Investments Debt And Equity Securities [Line Items]
Net realized and unrealized gains	$ 1.7		$ 2.4
Investment in joint venture	1.2		1.2	$ 27.2
Proceeds from sale of ownership interest in joint venture		$ 26.0
Preferred stock acquired from Intarcia	$ 5.0		$ 5.0
Maximum [Member]
Investments Debt And Equity Securities [Line Items]
Non controlling interest percentage in exchange of investment in joint venture	1.00%		1.00%

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Variable Interest Entities - Summary of Investments in Unconsolidated Variable Interest Entities and Estimated Maximum Exposure to Loss (Detail)	Sep. 30, 2016 USD ($)
Variable Interest Entity [Line Items]
Investments in Unconsolidated VIEs	$ 49,433,000
Maximum Exposure to Loss	68,045,000
NovaQuest Pharma Opportunities Fund lll, L.P [Member]
Variable Interest Entity [Line Items]
Investments in Unconsolidated VIEs	41,233,000
Maximum Exposure to Loss	48,094,000
NovaQuest Pharma Opportunities Fund lV, L.P [Member]
Variable Interest Entity [Line Items]
Investments in Unconsolidated VIEs	8,200,000
Maximum Exposure to Loss	$ 19,951,000

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Variable Interest Entities - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2016	Dec. 31, 2015
NovaQuest Pharma Opportunities Fund lll, L.P [Member]
Variable Interest Entity [Line Items]
Committed to invest fund	$ 50.0
Commitment funded	43.1
Funding commitments	$ 6.9
Beneficial ownership in common stock	10.90%	10.90%
NovaQuest Pharma Opportunities Fund lV, L.P [Member]
Variable Interest Entity [Line Items]
Committed to invest fund	$ 20.0
Commitment funded	8.2
Funding commitments	$ 11.8
Beneficial ownership in common stock	2.30%	2.30%

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Goodwill - Summary of Goodwill by Segment (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Goodwill [Line Items]
Beginning Balance	$ 719,740
Impairment	(23,147)
Impact of foreign currency fluctuations and other	(5,152)
Ending Balance	691,441
Product Development [Member]
Goodwill [Line Items]
Beginning Balance	602,106
Impact of foreign currency fluctuations and other	(9,765)
Ending Balance	592,341
Integrated Healthcare Services [Member]
Goodwill [Line Items]
Beginning Balance	117,634
Impairment	(23,147)
Impact of foreign currency fluctuations and other	4,613
Ending Balance	$ 99,100

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Goodwill - Additional Information (Detail) $ in Millions	Sep. 30, 2016 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Accumulated impairment losses	$ 23.1

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Derivatives - Additional Information (Detail)	9 Months Ended	12 Months Ended
	Sep. 30, 2016 USD ($) Derivative	Dec. 31, 2015 USD ($)	Jun. 03, 2015 USD ($) Agreement
Foreign Exchange Forward Contracts [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of foreign exchange forward contracts | Derivative	9
Notional amount	$ 118,800,000
Losses related to these foreign exchange forward contracts	$ 8,600,000	$ 5,200,000
Expiration description of hedge instruments	2016 and the first six months of 2017
Interest Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Number of foreign exchange forward contracts | Agreement			7
Notional amount			$ 440,000,000
Interest swaps accrual beginning date	Jun. 03, 2015
Derivative fixed interest rate	2.10%
Interest rate cash flow hedge loss to be reclassified during next 12 months, net	$ 5,300,000
Interest Rate Swaps [Member] | Fixed Rate Debt [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swaps effectively converted percent	50.00%
Interest Rate Swaps [Member] | Variable Rate Debt [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swaps effectively converted percent	50.00%
Seven Interest Rate Swaps [Member] | Minimum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swaps expiry date	Mar. 31, 2017
Seven Interest Rate Swaps [Member] | Maximum [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Interest rate swaps expiry date	Mar. 31, 2020

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Derivatives - Summary of Fair Values of Derivative Instruments Designated as Hedges (Detail) - Designated as Hedging Instrument [Member] - Other Current Liabilities [Member] - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Foreign Exchange Forward Contracts [Member]
Derivatives Fair Value [Line Items]
Derivative liability fair value	$ 8,564	$ 5,194
Interest Rate Swaps [Member]
Derivatives Fair Value [Line Items]
Derivative liability fair value	$ 14,186	$ 5,698

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Derivatives - Effect of Cash Flow Hedging Instruments on Other Comprehensive Income (Loss) (Detail) - Derivatives Designated As Cash Flow Hedges [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effect of cash flow hedging instruments on other comprehensive income (loss)	$ 8,040	$ (8,336)	$ (8,758)	$ 1,315
Foreign Exchange Forward Contracts [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effect of cash flow hedging instruments on other comprehensive income (loss)	3,668	(3,795)	(3,370)	2,594
Interest Rate Swaps [Member]
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effect of cash flow hedging instruments on other comprehensive income (loss)	$ 4,372	$ (4,541)	$ (5,388)	$ (1,279)

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Fair Value Measurements - Fair Value of Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Recurring Fair Value Measurements [Member] $ in Thousands	Sep. 30, 2016 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	$ 40,286
Fair value of liabilities	27,250
Foreign Exchange Forward Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	8,564
Interest Rate Swaps [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	14,186
Contingent Consideration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	4,500
Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	40,286
Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	22,750
Level 2 [Member] | Foreign Exchange Forward Contracts [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	8,564
Level 2 [Member] | Interest Rate Swaps [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	14,186
Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	4,500
Level 3 [Member] | Contingent Consideration [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of liabilities	4,500
Available-for-sale Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	408
Available-for-sale Securities [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	408
Trading Securities [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	39,878
Trading Securities [Member] | Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	$ 39,878

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Fair Value Measurements - Changes in Level 3 Financial Assets and Liabilities Measured on Recurring Basis (Detail) - Accounts Payable and Accrued Expenses [Member] - Contingent Consideration [Member] - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance, Contingent Consideration	$ 4,374	$ 1,452
Revaluations included in earnings	126	6,002
Ending Balance, Contingent Consideration	$ 4,500	$ 7,454

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Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Other identifiable intangibles, net	$ 346,816	$ 368,106
Non-recurring Fair Value Measurements [Member] | Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of assets	1,106,000
Cost and equity method investments	67,800
Goodwill	691,400
Other identifiable intangibles, net	$ 346,800

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Stockholders' Deficit - Additional Information (Detail) - Equity Repurchase Program [Member] $ / shares in Units, $ in Millions	9 Months Ended	35 Months Ended
	Sep. 30, 2016 USD ($) $ / shares shares	Sep. 30, 2016 USD ($)
Class Of Stock [Line Items]
Repurchase of stock, value		$ 678.2
Equity available for repurchase under the repurchase program	$ 46.8	46.8
Common Stock [Member]
Class Of Stock [Line Items]
Repurchase of stock, shares | shares	1,486,679
Repurchase of stock, average market price per share | $ / shares	$ 65.67
Repurchase of stock, value	$ 97.6	619.1
Stock Options [Member]
Class Of Stock [Line Items]
Repurchase of stock, value		$ 59.1

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Stockholders' Deficit - Summary of Non-controlling Interests (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Equity [Abstract]
Beginning Balance			$ 228,536	$ 49
Investment by non-controlling interest			1,274	231,030
Comprehensive income (loss):
Net income (loss)	$ 4,807	$ (2,447)	11,704	(2,418)
Foreign currency adjustments, net of income tax			(10,009)	(2,566)
Ending Balance	$ 231,505	$ 226,095	$ 231,505	$ 226,095

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Restructuring - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended	21 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Dec. 31, 2015	Sep. 30, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring costs	$ (467,000)	$ 11,984,000	$ 27,791,000	$ 23,542,000
Quest [Member]
Restructuring Cost and Reserve [Line Items]
Severance, facility closure and other exit-related costs					$ 14,000,000
2016 Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring plan approved	$ 41,000,000		41,000,000			$ 41,000,000
2016 Plan [Member] | Operating Segments [Member] | Product Development [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs			22,300,000
2016 Plan [Member] | Operating Segments [Member] | Integrated Healthcare Services [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs			2,200,000
2016 Plan [Member] | Corporate, Non-Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs			$ 2,100,000
2015 Plan [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring plan approved					$ 30,000,000
2015 Plan [Member] | Operating Segments [Member] | Product Development [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs						12,000,000
2015 Plan [Member] | Operating Segments [Member] | Product Development [Member] | Quest [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs						9,600,000
2015 Plan [Member] | Operating Segments [Member] | Integrated Healthcare Services [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs						8,900,000
2015 Plan [Member] | Corporate, Non-Segment [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring costs						$ 952,000

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Restructuring - Summary of Amounts Recorded for Restructuring Plans (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Restructuring Cost and Reserve [Line Items]
Restructuring reserves, beginning balance			$ 13,564
Expense, net of reversals	$ (467)	$ 11,984	27,791	$ 23,542
Payments			(25,077)
Foreign currency translation and other			(1,031)
Restructuring reserves, ending balance	15,247		15,247
Severance and Related Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring reserves, beginning balance			12,179
Expense, net of reversals			26,470
Payments			(23,419)
Foreign currency translation and other			(1,858)
Restructuring reserves, ending balance	13,372		13,372
Exit Costs [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring reserves, beginning balance			1,385
Expense, net of reversals			1,321
Payments			(1,658)
Foreign currency translation and other			827
Restructuring reserves, ending balance	$ 1,875		$ 1,875

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Merger Related Costs - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2016
Business Combinations [Abstract]
Merger related costs	$ 3,747	$ 12,689

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Impairment Charges - Additional Information (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Impairment Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment loss	$ 23,147
Encore [Member]
Impairment Of Goodwill And Intangible Assets [Line Items]
Goodwill impairment loss	23,100
Identifiable intangible assets impairment loss	$ 4,800

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Employee Benefit Plans - Summary of Components of Pension Expenses Related to Defined Benefit Plans (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Compensation And Retirement Disclosure [Abstract]
Service cost	$ 4,491	$ 3,554	$ 13,122	$ 11,419
Interest cost	891	867	2,741	2,600
Expected return on plan assets	(805)	(869)	(2,549)	(2,583)
Amortization of actuarial losses	229	225	661	680
Total pension expense related to defined benefit plans	$ 4,806	$ 3,777	$ 13,975	$ 12,116

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Employee Benefit Plans - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2016 USD ($) Position	Dec. 31, 2015 USD ($)
Employee Stock Purchase Plan And Cost Reduction Initiative Disclosure [Line Items]
Severance expenses payable	$ 2,435,000	$ 3,337,000
Number of positions expected to be eliminated | Position	270
Severance expense, net of reversals	$ (513,000)
Product Development [Member]
Employee Stock Purchase Plan And Cost Reduction Initiative Disclosure [Line Items]
Severance expense, net of reversals	$ (513,000)

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Employee Benefit Plans - Summary of Severance Associated with Cost Reduction Programs (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Compensation And Retirement Disclosure [Abstract]
Severance expenses payable, opening balance	$ 3,337
Severance expense, net of reversals	(513)
Severance payments	(344)
Severance foreign currency translation	(45)
Severance expenses payable, ending balance	$ 2,435

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Comprehensive Income - Summary of Components of AOCI (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2016 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ (564,217)
Ending Balance	(313,432)
Beginning Balance	33,428
Other comprehensive (loss) income before reclassifications, tax	12,869
Reclassification adjustments, tax	(4,377)
Ending Balance	41,920
Other comprehensive (loss) income before reclassifications, net of tax	(43,488)
Reclassification adjustments, net of tax	13,878
Foreign Currency Translation [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(116,830)
Other comprehensive (loss) income before reclassifications, before tax	(30,272)
Ending Balance	(147,102)
Available-for-Sale Securities [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(708)
Other comprehensive (loss) income before reclassifications, before tax	12
Ending Balance	(696)
Derivative Instruments [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(13,992)
Other comprehensive (loss) income before reclassifications, before tax	(26,352)
Reclassification adjustments, before tax	17,594
Ending Balance	(22,750)
Defined Benefit Plans [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(13,264)
Other comprehensive (loss) income before reclassifications, before tax	255
Reclassification adjustments, before tax	661
Ending Balance	(12,348)
AOCI Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(111,366)
Ending Balance	$ (140,976)

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Comprehensive Income - Summary of (Gains) Losses Reclassified from AOCI into Condensed Consolidated Statements of Income and Affected Financial Statement Line Item (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before income taxes	$ 7,662	$ 3,989	$ 17,594	$ 14,573
Income tax benefit	1,713	1,377	4,144	4,623
Total net of income taxes	5,949	2,612	13,450	9,950
Amortization of actuarial losses	229	225	661	680
Total before income taxes	229	225	661	680
Income tax benefit	82	83	233	251
Total net of income taxes	147	142	428	429
Interest Rate Swaps [Member] | Interest Expense [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before income taxes	1,600	3,130	4,700	9,233
Foreign Exchange Forward Contracts [Member] | Service Revenues [Member]
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Total before income taxes	$ 6,062	$ 859	$ 12,894	$ 5,340

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Segments - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2016 Segment
Segment Reporting [Abstract]
Number of reportable segments	2

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Segments - Operations by Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Service revenues	$ 1,136,423	$ 1,093,480	$ 3,411,509	$ 3,197,820
Costs of revenue, service costs	703,791	683,058	2,144,996	2,028,730
Selling, general and administrative expenses	233,645	231,415	700,787	676,919
Income from operations	167,770	167,023	497,309	468,629
Restructuring costs	467	(11,984)	(27,791)	(23,542)
Merger related costs	(3,747)		(12,689)
Impairment charges	(27,937)		(27,937)
Operating Segments [Member] | Product Development [Member]
Segment Reporting Information [Line Items]
Service revenues	874,312	810,045	2,601,909	2,345,971
Costs of revenue, service costs	499,638	461,858	1,513,353	1,352,730
Selling, general and administrative expenses	167,732	166,758	505,378	478,643
Income from operations	206,942	181,429	583,178	514,598
Operating Segments [Member] | Integrated Healthcare Services [Member]
Segment Reporting Information [Line Items]
Service revenues	262,111	283,435	809,600	851,849
Costs of revenue, service costs	204,153	221,200	631,643	676,000
Selling, general and administrative expenses	35,172	38,186	111,422	114,953
Income from operations	22,786	24,049	66,535	60,896
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Selling, general and administrative expenses	30,741	26,471	83,987	83,323
Income from operations	$ (30,741)	$ (26,471)	$ (83,987)	$ (83,323)

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Segments - Depreciation and Amortization Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 34,603	$ 32,884	$ 98,368	$ 93,224
Operating Segments [Member] | Product Development [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	29,593	26,681	82,575	74,110
Operating Segments [Member] | Integrated Healthcare Services [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	4,020	5,118	12,549	15,497
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 990	$ 1,085	$ 3,244	$ 3,617

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Earnings Per Share - Summary of Weighted-Average Outstanding Stock-Based Awards Excluded from Computation of Diluted Earnings Per Share (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share	916	1,003	1,359	1,076
Performance Conditions [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share	198	51	161	40
Share-Based Awards [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Total shares excluded from diluted earnings per share	718	952	1,198	1,036

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Subsequent Events - Additional Information (Detail) shares in Millions			9 Months Ended
	Nov. 01, 2016 USD ($)	Oct. 03, 2016 USD ($) shares	Sep. 30, 2016 USD ($)	Sep. 28, 2016 USD ($)	Sep. 28, 2016 EUR (€)	Dec. 31, 2015 USD ($)
Subsequent Event [Line Items]
Goodwill			$ 691,441,000			$ 719,740,000
Estimated additional income tax liability			$ 175,000,000
Subsequent Event [Member] | Equity Repurchase Program [Member]
Subsequent Event [Line Items]
Equity repurchase program increase in authorized amount	$ 1,500,000,000
Equity repurchase program authorized amount	1,546,800,000
Subsequent Event [Member] | Senior Secured Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Debt instrument principal amount		$ 1,000,000,000
Accelerated maturity date under certain circumstances		2020
Subsequent Event [Member] | Senior Secured Revolving Credit Facility [Member] | U.S Dollars [Member]
Subsequent Event [Line Items]
Debt instrument principal amount		$ 450,000,000
Subsequent Event [Member] | Senior Secured Revolving Credit Facility [Member] | US Dollars, Euros, Swiss Francs and other foreign currencies [Member]
Subsequent Event [Line Items]
Debt instrument principal amount		400,000,000
Subsequent Event [Member] | Senior Secured Revolving Credit Facility [Member] | US Dollars and Yen [Member]
Subsequent Event [Line Items]
Debt instrument principal amount		150,000,000
Subsequent Event [Member] | 6% Senior Notes due 2020
Subsequent Event [Line Items]
Repayment of debt	$ 500,000,000
Debt instrument interest rate	6.00%
Subsequent Event [Member] | Term Loans [Member] | Senior Secured Credit Facilities [Member]
Subsequent Event [Line Items]
Repayment of debt		1,389,400,000
Subsequent Event [Member] | Term A loans due 2019 [Member]
Subsequent Event [Line Items]
Debt instrument principal amount		884,000,000
Subsequent Event [Member] | Term A loan facility due in 2021 [member]
Subsequent Event [Line Items]
Debt instrument principal amount		$ 1,350,000,000
Subsequent Event [Member] | Term A Loan [Member]
Subsequent Event [Line Items]
Accelerated maturity date under certain circumstances		2020
IMS Health Holdings, Inc. [Member] | Unsecured Senior Notes [Member] | 2016 Notes [Member]
Subsequent Event [Line Items]
Debt instrument principal amount				$ 1,750,000,000
IMS Health Holdings, Inc. [Member] | Unsecured Senior Notes [Member] | 5% Dollar Notes [Member]
Subsequent Event [Line Items]
Debt instrument principal amount				$ 1,050,000,000
Debt instrument interest rate				5.00%	5.00%
Debt instrument maturity date			Oct. 15, 2026
Debt instrument interest payment terms			interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017.
Debt instrument frequency of periodic interest payment			semi-annually
Debt instrument date of first interest payment			Apr. 15, 2017
IMS Health Holdings, Inc. [Member] | Unsecured Senior Notes [Member] | 3.5% Euro Notes [Member]
Subsequent Event [Line Items]
Debt instrument principal amount | €					€ 625,000,000
Debt instrument interest rate				3.50%	3.50%
Debt instrument maturity date			Oct. 15, 2024
Debt instrument interest payment terms			interest payable semi-annually on April 15 and October 15 of each year, beginning on April 15, 2017.
Debt instrument frequency of periodic interest payment			semi-annually
Debt instrument date of first interest payment			Apr. 15, 2017
IMS Health Holdings, Inc. [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Business acquisition through merger, acquisition date		Oct. 03, 2016
Estimated fair value of acquired assets		$ 10,000,000,000
Estimated fair value of identifiable tangible and intangible assets		10,000,000,000
Estimated fair value of liabilities assumed		9,000,000,000
Goodwill		$ 9,000,000,000
IMS Health Holdings, Inc. [Member] | Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Merger agreement, stock for stock exchange ratio		38.40%
Business acquisition through merger, consideration in stock		$ 10,400,000,000
Business acquisition through merger, consideration in stock, shares issued | shares		126.6

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Subsequent Events - Summary of Pro Forma Results (Detail) - IMS Health Holdings, Inc. [Member] - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Subsequent Event [Line Items]
Product and service revenues	$ 1,926,000	$ 1,828,000	$ 5,775,000	$ 5,305,000
Reimbursed expenses	361,000	331,000	1,128,000	1,018,000
Total revenues	2,287,000	2,159,000	6,903,000	6,323,000
Net income attributable to Quintiles IMS Holdings, Inc.	$ 88,000	$ 113,000	$ 255,000	$ 525,000
Earnings per share attributable to common stockholders:
Basic	$ 0.36	$ 0.45	$ 1.04	$ 2.10
Diluted	$ 0.35	$ 0.44	$ 1.02	$ 2.04