X0206 3 2014-04-03 0 0001595262 IMS Health Holdings, Inc. IMS 0001495741 TPG Group Holdings (SBS) Advisors, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001433038 TPG Advisors VI, Inc. C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0000860866 BONDERMAN DAVID C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 0001099776 COULTER JAMES G C/O TPG GLOBAL, LLC 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 0 0 1 0 Common Stock 173999997 I See Explanation of Responses David Bonderman and James G. Coulter are officers and sole shareholders of each of (i) TPG Group Holdings (SBS) Advisors, Inc. ("Group Advisors") and (ii) TPG Advisors VI, Inc. ("Advisors VI" and, together with Group Advisors and Messrs. Bonderman and Coulter, the "Reporting Persons"). Group Advisors is the general partner of TPG Group Holdings (SBS), L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Holdings I, L.P., which is the sole member of each of (i) TPG GenPar V Advisors, LLC, (ii) TPG GenPar VI Advisors, LLC and (iii) TPG Biotechnology GenPar III Advisors, LLC. TPG GenPar V Advisors, LLC is the general partner of TPG GenPar V, L.P., which is the general partner of each of (i) TPG Partners V, L.P., which directly holds 72,656,661 shares of common stock ("Common Stock") of IMS Health Holdings, Inc. (the "Issuer"), (ii) TPG FOF V-A, L.P., which directly holds 190,070 shares of Common Stock, and (iii) TPG FOF V-B, L.P., which directly holds 153,267 shares of Common Stock. TPG GenPar VI Advisors, LLC is the general partner of TPG GenPar VI, L.P., which is the general partner of TPG Partners VI, L.P., which directly holds 72,712,564 shares of Common Stock. TPG Biotechnology GenPar III Advisors, LLC is the general partner of TPG Biotechnology GenPar III, L.P., which is the general partner of TPG Biotechnology Partners III, L.P., which directly holds 3,000,000 shares of Common Stock. Advisors VI is the (i) general partner of TPG FOF VI SPV, L.P., which directly holds 287,435 shares of Common Stock, and (ii) managing member of TPG Iceberg Co-Invest LLC (together with TPG Partners V, L.P., TPG FOF V-A, L.P., TPG FOF V-B, L.P., TPG Partners VI, L.P., TPG Biotechnology Partners III, L.P. and TPG FOF VI SPV, L.P., the "TPG Funds"), which directly holds 25,000,000 shares of Common Stock. Because of the relationship between the Reporting Persons and the TPG Funds, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of the TPG Funds. Each Reporting Person and each of the TPG Funds disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's or such TPG Fund's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. (8) The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Exchange Act. (9) Ronald Cami is signing on behalf of both Messrs. Bonderman and Coulter pursuant to the authorization and designation letters dated July 1, 2013, which were previously filed with the Securities and Exchange Commission. By: Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (8) 2014-04-03 /s/ Ronald Cami, Vice President, TPG Advisors VI, Inc. (8) 2014-04-03 By: Ronald Cami on behalf of David Bonderman (8)(9) 2014-04-03 By: Ronald Cami on behalf of James G. Coulter (8)(9) 2014-04-03