10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2014

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: 001-36381

IMS HEALTH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-1335689
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

83 Wooster Heights Road, Danbury, CT 06810

(Address of principal executive offices and Zip Code)

(203) 448-4600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    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  x    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 definition 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	x  (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   x

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	332,024,323 shares outstanding as of July 22, 2014

IMS HEALTH HOLDINGS INC.

FORM 10-Q

TABLE OF CONTENTS

		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	2
	Condensed Consolidated Statements of Financial Position as of June 30, 2014 and December 31, 2013	2
	Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2014 and 2013	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013	4
	Condensed Consolidated Statements of Shareholders’ Equity for the Six Months Ended June 30, 2014 and the Twelve Months Ended December 31, 2013	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4.	Controls and Procedures	34
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	36
Item 1A.	Risk Factors	36
Item 6.	Exhibits	37
SIGNATURES		38

1

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

IMS HEALTH HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(unaudited)

	June 30,			December 31,
(in millions, except per share data)	2014			2013
Assets:
Current Assets:
Cash and cash equivalents	$	265		$	725
Restricted cash		26			27
Short-term investments		1			4
Accounts receivable, net		336			313
Other current assets		303			258
Total Current Assets		931			1,327
Property, plant and equipment, at cost		330			262
Less accumulated depreciation		(172	)		(145	)
Property, plant and equipment, net		158			117
Computer software, net		261			263
Goodwill		3,604			3,573
Other identifiable intangibles, net		2,406			2,517
Other assets		201			202
Total Assets	$	7,561		$	7,999
Liabilities and Shareholders’ Equity:
Current Liabilities:
Accounts payable	$	106		$	103
Accrued and other current liabilities		478			583
Current portion of long-term debt		52			66
Deferred revenues		190			180
Total Current Liabilities		826			932
Postretirement and postemployment benefits		77			77
Long-term debt		3,918			4,894
Deferred tax liability		951			1,102
Other liabilities		98			111
Total Liabilities		5,870			7,116
Commitments and Contingencies (Note 11)
Shareholders’ Equity:
Common Stock, $.01 par value, 700.0 and 307.5 shares authorized,    332.8 and 280.5 shares issued at June 30, 2014 and December 31,    2013, respectively		3			3
Capital in excess of par		1,947			913
Accumulated deficit		(264	)		(20	)
Treasury stock, at cost, 0.8 and 0.5 shares at June 30, 2014 and    December 31, 2013, respectively		(10	)		(6	)
Accumulated other comprehensive income (loss)		15			(7	)
Total Shareholders’ Equity		1,691			883
Total Liabilities and Shareholders’ Equity	$	7,561		$	7,999

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited).

2

IMS HEALTH HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(in millions, except per share data)	2014			2013			2014			2013
Revenue	$	662		$	624		$	1,307		$	1,237
Information		386			379			767			757
Technology services		276			245			540			480
Operating costs of information, exclusive of depreciation    and amortization		174			157			338			317
Direct and incremental costs of technology services,    exclusive of depreciation and amortization		140			124			276			247
Selling and administrative expenses, exclusive of    depreciation and amortization		247			145			418			290
Depreciation and amortization		115			100			222			205
Severance, impairment and other charges		25			1			25			2
Operating (Loss) Income		(39	)		97			28			176
Interest income		—			1			2			2
Interest expense		(49	)		(75	)		(138	)		(154	)
Other (loss) income, net		(271	)		(6	)		(288	)		10
Non-Operating Loss, Net		(320	)		(80	)		(424	)		(142	)
(Loss) Income before income taxes		(359	)		17			(396	)		34
Benefit from (provision for) income taxes		139			(9	)		152			(14	)
Net (Loss) Income	$	(220	)	$	8		$	(244	)	$	20
(Loss) Earnings per Share Attributable to Common Shareholders:
Basic	$	(0.67	)	$	0.03		$	(0.80	)	$	0.07
Diluted	$	(0.67	)	$	0.03		$	(0.80	)	$	0.07
Weighted-Average Common Shares Outstanding:
Basic		329.7			280.0			304.9			280.0
Diluted		329.7			288.9			304.9			288.8
Other Comprehensive Income (Loss):
Net (Loss) Income	$	(220	)	$	8		$	(244	)	$	20
Cumulative translation adjustment (net of taxes    of $(8) and $8, for the three months ended    and $(10) and $22 for the six months ended, respectively)	$	19		$	(46	)	$	37		$	(199	)
Unrealized (losses) gains on derivatives (net of taxes of    $1 and $(1) for the three months ended and $1 and $(5)    for the six months ended, respectively)		(14	)		2			(15	)		9
Losses (gains) on derivative instruments, reclassified into    earnings (net of taxes of $— and $1 for the three months    ended and $— and $2 for the six months ended, respectively)		1			(2	)		—			(4	)
Other Comprehensive Income (Loss)	$	6		$	(46	)	$	22		$	(194	)
Total Comprehensive Loss	$	(214	)	$	(38	)	$	(222	)	$	(174	)

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited).

3

IMS HEALTH HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

	Six Months Ended
	June 30,
(in millions)	2014			2013
Cash Flows from Operating Activities:
Net (loss) income	$	(244	)	$	20
Adjustments to Reconcile Net (Loss) Income to Net Cash    (Used in) Provided by Operating Activities:
Depreciation and amortization		222			205
Losses on extinguishment of debt		79			9
Deferred income taxes		(188	)		(26	)
Non-cash stock-based compensation charges		46			13
Foreign exchange gain on revaluation of foreign denominated debt		—			(12	)
Non-cash (gains) losses on derivative instruments		(7	)		2
Non-cash amortization of debt original issue discount and debt    issuance costs		12			18
Losses on Venezuela remeasurement		49			14
Other		1			—
Change in assets and liabilities, excluding effects from    acquisitions and dispositions:
Net increase in accounts receivable		(23	)		(1	)
Net increase in other current assets		(40	)		(3	)
Net increase (decrease) in accounts payable		2			(13	)
Net decrease in accrued and other current liabilities		(120	)		(98	)
Net increase in deferred revenues		8			16
Increase in pension assets (net of liabilities)		(10	)		(9	)
Increase in other long-term assets (net of long-term liabilities)		(16	)		(11	)
Net Cash (Used in) Provided by Operating Activities		(229	)		124
Cash Flows from Investing Activities:
Capital expenditures		(45	)		(17	)
Additions to computer software		(44	)		(31	)
Purchases of short-term investments		—			(24	)
Payments for acquisitions of businesses, net of cash acquired		(27	)		(70	)
Purchase of interest rate caps		(21	)		—
Other investing activities, net		1			(2	)
Net Cash Used in Investing Activities		(136	)		(144	)
Cash Flows from Financing Activities:
Borrowings under revolving credit facility		372			135
Repayments of revolving credit facility		(134	)		(135	)
Repayments of debt		(1,757	)		(25	)
Proceeds from issuance of debt		499			—
Debt amendment fees		(22	)		—
Proceeds from initial public offering, net of costs		989			—
Other financing activities		(3	)		(3	)
Net Cash Used in Financing Activities		(56	)		(28	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(39	)		(30	)
Decrease in Cash and Cash Equivalents		(460	)		(78	)
Cash and Cash Equivalents, Beginning of Period		725			580
Cash and Cash Equivalents, End of Period	$	265		$	502

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited).

4

IMS HEALTH HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(unaudited)

(in millions)	Shares Common Stock		Shares Treasury Stock		Common Stock		Treasury Stock			Capital in Excessof Par			Accumulated Deficit			Cumulative Translation Adjustment			Unamortized Postretirement & Postemployment Adjustment			Unrealized (Losses) Gains on Derivative Instruments			Losses (Gains) on Derivative Instruments Reclassified into Earnings			Accumulated Other Comprehensive Income (Loss)			Total Shareholders’ Equity
Balance, December 31, 2012		280.4		0.4	$	3	$	(4	)	$	1,634		$	(102	)	$	192		$	(41	)	$	(8	)	$	9		$	152		$	1,683
Net income														82																		82
Issuances under stock plans and    management investments		0.1									2																					2
Repurchases of common stock				0.1				(2	)																							(2	)
Stock-based compensation expense											22																					22
Dividends paid to shareholders, net    of tax											(745	)																				(745	)
Cumulative translation adjustments,    net of tax																	(183	)											(183	)		(183	)
Postretirement & postemployment    adjustments, net of tax																				24									24			24
Unrealized gains on derivative    instruments, net of tax																							9						9			9
Gains on derivative instruments    reclassified into earnings, net of    tax																										(9	)		(9	)		(9	)
Balance, December 31, 2013		280.5		0.5	$	3	$	(6	)	$	913		$	(20	)	$	9		$	(17	)	$	1		$	—		$	(7	)	$	883
Net loss														(244	)																	(244	)
Issuances of common stock		52.3									987																					987
Repurchases of common stock				0.3				(4	)		1																					(3	)
Stock-based compensation expense											46																					46
Cumulative translation adjustments,    net of tax																	37												37			37
Unrealized losses on derivative    instruments, net of tax																							(15	)					(15	)		(15	)
Balance, June 30, 2014		332.8		0.8		3		(10	)		1,947			(264	)		46			(17	)		(14	)		—			15			1,691

The accompanying notes are an integral part of the condensed consolidated financial statements (unaudited).

5

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements

(unaudited)

Note 1. Basis of Presentation and Recently Issued Accounting Standards

Background

IMS Health Holdings, Inc. (the “Company”) is a leading global information and technology services company providing clients in the healthcare industry with comprehensive solutions to measure and improve their performance. The Company has one of the largest and most comprehensive collections of healthcare information in the world, spanning sales, prescription and promotional data, medical claims, electronic medical records and social media. The Company standardizes, organizes, structures and integrates this data by applying its sophisticated analytics and leveraging its global technology infrastructure to help its clients run their organizations more efficiently and make better decisions to improve their operational and financial performance. The company has a presence in over 100 countries and generated 63% of its 2013 revenue from outside the United States.

The Company serves key healthcare organizations and decision makers around the world, spanning the breadth of life science companies, including pharmaceutical, biotechnology, consumer health and medical device manufacturers, as well as distributors, providers, payers, government agencies, policymakers, researchers and the financial community. The Company’s information and technology services offerings, which it has developed with significant investment over its 60-year history, are deeply integrated into its clients’ workflow.

On February 26, 2010, the Company was acquired by affiliates of TPG Global, LLC (together with its affiliates, “TPG”), CPP Investment Board Private Holdings, Inc. (“CPPIB-PHI”), a wholly owned subsidiary of the Canada Pension Plan Investment Board (together with its affiliates, “CPPIB”), and Leonard Green & Partners, L.P. (“LGP” and collectively with TPG and CPPIB, the “Sponsors”) in an all-cash transaction.

Initial Public Offering

On April 4, 2014, the Company’s common stock began trading on the New York Stock Exchange under the symbol “IMS”. On April 9, 2014, the Company completed its Initial Public Offering (“IPO”) of its common stock at a price to the public of $20.00 per share. The Company issued and sold 52 million shares of common stock in the IPO. The selling shareholders offered and sold 22.75 million shares of common stock in the IPO, including 9.75 million shares that were offered and sold by the selling shareholders pursuant to the full exercise of the underwriters’ allotment to purchase additional shares. Subsequent to the IPO and as of June 30, 2014, the Sponsors collectively remained the majority shareholders of the Company. The Company raised net proceeds of approximately $987 million from the IPO, after deducting underwriting discounts, commissions and related expenses totaling $53 million. The Company did not receive any of the proceeds from the sale of the shares sold by the selling shareholders.

Substantially all of the Company’s net proceeds of the IPO, approximately $500 million of borrowings under new term loans, $140 million of borrowings under the revolving credit facility and approximately $400 million of cash on the balance sheet were used to (i) fund the redemption of the Company’s 12.5% Senior Notes and Senior PIK Notes (defined in Note 6 below) and pay related fees and expenses, (ii) pay $30 million in the aggregate to holders of outstanding cash settled stock appreciation rights (“Phantom SARs”) granted under the 2010 Equity Incentive Plan and (iii) pay a one-time fee of $72 million to terminate the management services agreement with the Sponsors.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The Condensed Consolidated Financial Statements do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair statement of financial position, results of operations and comprehensive loss, cash flows and shareholders’ equity for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The December 31, 2013 Condensed Consolidated Statement of Financial Position was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes of IMS Health Holdings, Inc. included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”) on April 4, 2014 (the “Prospectus”). Certain prior year amounts have been reclassified to conform to the 2014 presentation. Amounts presented in the Condensed Consolidated Financial Statements may not add due to rounding.

6

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Recently Issued Accounting Standards

In June 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on accounting for share-based payments that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. The guidance is effective for the Company’s interim and annual periods beginning January 1, 2016. The Company does not believe the adoption of this guidance will have a material impact to its consolidated financial statements.

In May 2014, the FASB issued revised guidance on the recognition of revenue from contracts with customers. The guidance provides that revenue should be recognized for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires enhanced disclosures and is effective for the Company’s interim and annual periods beginning January 1, 2017. The Company is currently evaluating this guidance to determine any potential impact that it may have on its financial results.

Note 2. Acquisitions

The Company makes acquisitions in order to expand its products, services and geographic reach. During the three months ended June 30, 2014, the Company completed the acquisition of Forcea NV, a Belgium-based company that specializes in business intelligence applications and analytics for hospitals and life sciences organizations. Additionally, in the first quarter of 2014, the Company completed the acquisitions of the consumer health business of Nielsen Holdings N.V. in certain European markets and Kent Capital in the U.S. The total cost for these acquisitions was approximately $29 million, of which $25 million was paid during the six months ended June 30, 2014 and the balance will be paid in 2015 subject to certain conditions. Acquisition-related costs related to these acquisitions were de minimis, and were expensed as incurred and recorded in Selling and administrative expense, exclusive of depreciation and amortization. These business combinations were accounted for under the acquisition method of accounting, and as such, the aggregate purchase prices were allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing dates. The purchase price allocation will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocation are not expected to have a material impact on the Company’s results of operations. The Condensed Consolidated Financial Statements include the results of the acquisitions subsequent to the closing. Had these acquisitions occurred as of the beginning of 2013, the impact on the Company’s results of operations would not have been material. In connection with these acquisitions, the Company recorded goodwill of approximately $13 million, of which less than $1 million is deductible for tax purposes, computer software of $2 million (weighted-average amortization period of 5 years) and intangible assets of approximately $16 million during the six months ended June 30, 2014. The intangible assets acquired were comprised of client relationships and other of $15 million (weighted-average amortization period of 6.9 years) and databases of $1 million (weighted-average amortization period of 2.9 years).

During the six months ended June 30, 2014, the Company recorded measurement period adjustments related to acquisitions that occurred in 2013. These adjustments did not have a material impact on the Company’s Condensed Consolidated Financial Statements for any period reported, and therefore, the Company did not retrospectively adjust the Condensed Consolidated Statement of Financial Position as of December 31, 2013.

Contingent consideration

Under the terms of certain acquisition-related purchase agreements, the Company may be required to pay additional amounts as contingent consideration based on the achievement of certain financial performance related metrics, ranging from $0 to $85 million through 2017. The Company’s contingent consideration recorded on the balance sheet was approximately $60 million and $65 million at June 30, 2014 and December 31, 2013, respectively. The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy (see Note 5) and reflects the Company’s own assumptions in measuring fair values using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and industry trends.

7

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Note 3. Goodwill and Identifiable Intangible Assets

The following table sets forth changes in the Company’s goodwill for the six months ended June 30, 2014.

(in millions)	Goodwill
Balance at December 31, 2013	$	3,573
Goodwill assigned in purchase price allocations (see Note 2)		13
Foreign currency translation adjustments and other		18
Balance at June 30, 2014	$	3,604

The gross carrying amounts, related accumulated amortization and the weighted average amortization periods of the Company’s intangible assets are listed in the following table:

	June 30, 2014						December 31, 2013
(in millions)	GrossCarryingAmount		Accumulated Amortization		Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization
Databases	$	725	$	621		0.8	$	725	$	549
Client Relationships and other		2,189		563		14.3		2,152		491
Trade Names (Finite-Lived)		151		36		14.4		151		31
Trade Names (Indefinite-Lived)		561		—		N/A		560		—
Total Intangible Assets	$	3,626	$	1,220		11.1	$	3,588	$	1,071

Intangible asset amortization expense was $74 million and $71 million during the three months ended June 30, 2014 and 2013, respectively, and $147 million and $143 million for the six months ended June 30, 2014 and 2013, respectively. Based on current estimated useful lives, amortization expense associated with intangible assets at June 30, 2014 is estimated to be as follows:

(in millions) Year ended December 31,	Amortization Expense
Remainder of 2014	$	147
2015		178
2016		151
2017		138
2018		136
Thereafter		1,095

Note 4. Severance, Impairment and Other Charges

As a result of ongoing cost reduction efforts, the Company recorded severance charges consisting of global workforce reductions to streamline the Company’s organization. The following table sets forth the activity in the Company’s severance-related reserves for the six months ended June 30, 2014:

(in millions)	2014  Plan(1)			2013  Plan(2)			2012  Plan(3)
Balance at December 31, 2013	$	—		$	12		$	6
Charges		15			—			—
Cash payments		(2	)		(3	)		(2	)
Balance at June 30, 2014	$	13		$	9		$	4

⁽¹⁾ In May 2014, the Company implemented a restructuring plan (the “2014 Plan”) and recorded a pre-tax severance charge of $15 million. The Company expects that cash outlays related to the 2014 Plan will be substantially complete by the end of 2015.  

⁽²⁾ In December 2013, the Company implemented a restructuring plan (the “2013 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2013 Plan will be substantially complete by the end of 2015.

⁽³⁾ In December 2012, the Company implemented a restructuring plan (the “2012 Plan”) and recorded a pre-tax severance charge of $23 million. In the third quarter of 2013, $6 million of severance accruals were reversed.  The Company expects that cash outlays related to the 2012 Plan will be substantially complete by the end of 2014.

8

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Other charges

During the three and six months ended June 30, 2014, the Company recorded impairment charges of $10 million, $7 million of which related to impaired leases for properties in the U.S. and $3 million for the write-down of certain assets and contract-related charges for which the Company will not realize any future economic benefits.  

During the three and six months ended June 30, 2013, the Company recorded impairment charges of $1 million and $2 million, respectively, related to impaired leases for properties vacated in the U.S. and contract-related charges for which the Company will not realize any future economic benefits.

Note 5. Derivatives and Fair Value

Foreign exchange risk management

The Company transacts business in more than 100 countries and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes. Accordingly, the Company enters into foreign currency forward contracts to minimize the impact of foreign exchange movements on non–functional currency assets and liabilitiesand to hedge non-U.S. Dollar anticipated royalties (“Royalty Hedging”). Additionally, through March 2014, the Company utilized foreign currency forward contracts to minimize the impact of foreign exchange movements on EBITDA.  These contracts will unwind through the end of 2014.  It is the Company’s policy to enter into foreign currency transactions only to the extent necessary to meet its objectives as stated above. The Company does not enter into foreign currency transactions for investment or speculative purposes. The principal currencies hedged are the Euro, the Japanese Yen, the British Pound, the Swiss Franc and the Canadian Dollar.

The forward contracts entered into for balance sheet risk management purposes are not designated as hedges and are carried at fair value, with changes in the fair value recorded to Other (loss) income, net in the Condensed Consolidated Statements of Comprehensive Loss. These contracts do not subject the Company to material balance sheet risk because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged.

Unrealized and realized gains and losses on the contracts entered into for managing foreign exchange movement on EBITDA did not qualify for hedge accounting, and therefore were not deferred and were included in the Condensed Consolidated Statements of Comprehensive Loss in Other (loss) income, net.

The forward contracts entered into for Royalty Hedging purposes are designated as hedges and are carried at fair value, with changes in the fair value recorded to Accumulated Other Comprehensive Income (Loss) (“AOCI”).  The change in fair value is reclassified from AOCI to earnings in the quarter in which the hedged royalty is paid.  

For derivatives designated as hedges, the Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives are highly effective in offsetting changes in fair values or cash flows of hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, the Company will discontinue hedge accounting with respect to that derivative prospectively. When it is probable that a hedged forecasted transaction will not occur, the Company discontinues hedge accounting for the affected portion of the forecasted transaction, and reclassifies gains or losses that were accumulated in AOCI to earnings in Other (loss) income, net on the Condensed Consolidated Statements of Comprehensive Loss. Cash flows are classified consistent with the underlying hedged item.

Commencing in April 2014, the Company designated Euro currency borrowings (net of original issue discount) of €872 million ($1,191 million as of June 30, 2014) as hedges of its foreign currency exposures of the net investment in certain foreign affiliates. These long-term borrowings are designated as net investment hedges. The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt. Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of these net investments. The amount of foreign exchange gains related to the net investment hedges included in cumulative translation adjustment for the three months ended June 30, 3014 was $11 million.

9

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The following table details the components of foreign exchange gain (loss) included in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Loss:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Translation of non-functional currency debt	$	—		$	(11	)	$	—		$	12
Revaluation of other non-functional currency assets and liabilities(1)		(52	)		2			(56	)		3
Effect of derivatives		—			3			—			7
Total foreign exchange gain (loss)	$	(52	)	$	(6	)	$	(56	)	$	22

(1) The three and six months ended June 30, 2014 included a $49 million charge related to a change in the exchange rate used to remeasure the Company’s Venezuelan Bolívar account balances.  Additionally, the six months ended June 30, 2013 included a $14 million charge resulting from devaluation of Venezuelan Bolívars.  Both the 2014 and 2013 charges are further described below in this Note.

The foreign exchange forward contracts outstanding designated as hedges have various expiration dates through May 2015. The foreign exchange forward contracts outstanding not designated as hedges have various expiration dates through December 2014. Foreign exchange forward contracts are recorded at estimated fair value. The estimated fair values of the forward contracts are based on quoted market prices.

Interest rate risk management

The Company purchases interest rate caps and entered into interest rate swap agreements for purposes of managing its risk in interest rate fluctuations.

In April 2014, the Company purchased U.S. Dollar denominated interest rate caps (“2014 Caps”) for a total notional value of $1 billion at strike rates ranging between 2% and 3%. These caps are effective at various times between April 2014 and April 2016, and expire at various times between April 2017 and April 2019. The total premiums paid were $21 million. The 2014 Caps are designated as cash flow hedges. The 2014 Caps are in addition to the U.S. Dollar and Euro denominated interest rate caps that the Company purchased in May 2010 (“2010 Caps”). The 2010 Caps have strike rates of 4% and expire at various times through January 2015. The 2010 Caps are not designated as cash flow hedges.

The Company also entered into U.S. Dollar and Euro denominated interest rate swap agreements in April 2014 (“2014 Swaps”) to hedge interest rate exposure on notional amounts of approximately $600 million of its borrowings. The 2014 swaps were effective between April and June 2014, and expire at various times from March 2017 through March 2021. On these agreements, the Company pays a fixed rate ranging from 1.4% to 2.1% and receives a variable rate of interest equal to the greater of three-month U.S. Dollar London Interbank Offered Rate (“LIBOR”) or three-month Euro Interbank Offered Rate (“EURIBOR”), and 1%. The 2014 Swaps are designated as cash flow hedges. The Company also entered into interest rate swap agreements in May 2010 (“2010 Swaps”) to hedge interest rate exposure on notional amounts of $375 million of its borrowings. The 2010 Swaps were effective January 2012, and expire at various times through January 2016. On these agreements, the Company pays a fixed rate ranging from 3% to 3.3% and receives a variable rate of interest equal to the three-month LIBOR.  The 2010 Swaps are not designated as cash flow hedges.

10

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The fair value of derivative instruments in the Condensed Consolidated Statements of Financial Position are as follows:

		June 30, 2014						December 31, 2013
		Fair Value of Derivative				U.S. Dollar Notional		Fair Value of Derivative				U.S. Dollar Notional
(in millions)	Balance Sheet Caption	Asset		Liability				Asset		Liability
Derivatives designated as hedging instruments
Foreign exchange contracts	Accounts receivable/Accounts payable	$	1	$	2	$	208	$	6	$	4	$	202
Interest rate caps	Non-Current Assets		15		—		1,000		—		—		—
Interest rate swaps	See below(1)		—		7		600		—		—		—
Derivatives not designated as hedging instruments
Foreign exchange contracts	Accounts receivable/Accounts payable		2		7		390		3		11		219
Interest rate caps	—		—		—		110		—		—		365
Interest rate swaps	See below(1)		—		8		225		—		12		375
Total derivatives		$	18	$	24			$	9	$	27

⁽¹⁾ $3 million included in Accrued and other current liabilities and $12 million included in Other liabilities at June 30, 2014 and $12 million included in Other liabilities at December 31, 2013 in the Condensed Consolidated Statements of Financial Position.

The effect of derivative instruments on the Condensed Consolidated Statements of Comprehensive Loss are as follows:

(in millions)	Effect of Derivatives on Financial Performance
Derivatives in Cash Flow Hedging Relationships	Amount of Income/(Loss) Recognized in AOCI					Location of Income/(Loss)Reclassified from AOCI intoEarnings	Amount of Income/(Loss) Reclassified from AOCIinto Earnings
Three Months Ended June 30,	2014			2013			2014		2013
Foreign exchange contracts	$	(2	)	$	3	Other (loss) income, net	$	(1)	$	4
Interest rate derivatives		(13	)		—	Interest expense		—		—
Six Months Ended June 30,		2014			2013			2014		2013
Foreign exchange contracts	$	(3	)	$	14	Other (loss) income, net	$	—	$	7
Interest rate derivatives		(13	)		—	Interest expense		—		—

The pre-tax gain (loss) recognized in earnings on derivatives not designated as hedging instruments was a $1 million gain for the three months ended June 30, 2014 and a $1 million loss for the three months ended June 30, 2013 included in Other (loss) income, net in the Condensed Consolidated Statements of Comprehensive Loss.

Changes in the fair value of derivatives that are designated as cash flow hedges are recorded in AOCI to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings. The Company expects $5 million of pre-tax unrealized losses related to its foreign exchange contracts and interest rate derivatives included in AOCI at June 30, 2014 to be reclassified into earnings within the next twelve months.

Fair value disclosures

The Company is subject to authoritative guidance which requires a three-level hierarchy for disclosure of fair value measurements as follows:

Level 1 —	Quoted prices in active markets for identical assets or liabilities.
Level 2 —	Quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3 —	Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

11

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

The carrying values of cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values at June 30, 2014 and December 31, 2013 due to the short-term nature of these instruments. At June 30, 2014 and December 31, 2013, the fair value of total debt approximated $4,022 million and $5,280 million, respectively, as determined under Level 2 measurements based on quoted prices for these financial instruments.

Recurring measurements

The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated:

	Basis of Fair Value Measurements
	June 30, 2014
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	—	$	1	$	—	$	1
Derivatives		—		18		—		18
Total	$	—	$	19	$	—	$	19
Liabilities
Contingent consideration	$	—	$	—	$	60	$	60
Derivatives		—		24		—		24
Total	$	—	$	24	$	60	$	84

	December 31, 2013
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	—	$	4	$	—	$	4
Derivatives		—		9		—		9
Total	$	—	$	13	$	—	$	13
Liabilities
Contingent consideration	$	—	$	—	$	65	$	65
Derivatives		—		27		—		27
Total	$	—	$	27	$	65	$	92

Short-term investments consist of government bond funds. Derivatives consist of foreign exchange contracts and interest rate caps and swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates. The fair value of the interest rate caps and swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities.

The following table summarizes Level 3 acquisition-related contingent consideration liabilities (see Note 2) carried at fair value on a recurring basis with the use of unobservable inputs for the period indicated.

(in millions)	Contingent Consideration Liabilities
Balance at December 31, 2013	$	65
New acquisitions		2
Cash payments		(1	)
Changes in fair value estimates included in Selling and administrative expenses		(6	)
Balance at June 30, 2014	$	60

Non-recurring measurements

During the three and six months ended June 30, 2014, the Company recorded a $7 million impairment charge for a leased facility, resulting in a fair value measurement of $9 million at June 30, 2014. The fair value was based on a third party market assessment, a Level 2 measurement. Additionally during the three and six months ended June 30, 2014, the Company wrote off the value of computer software that was no longer in use to zero and recorded an impairment charge of $2 million. The fair value reflects an internal review of the net realizable value of the software and thus is a Level 3 measurement.  

12

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Devaluation of Venezuelan Bolívars

In February 2013, the Venezuelan government announced the devaluation of its currency. The official exchange rate was adjusted from 4.30 Bolívars to each U.S. Dollar to 6.30. The Company’s Swiss operating subsidiary, IMS AG, maintains certain account balances in Bolívars (mainly cash and cash equivalents). As these balances are held in a non-functional currency of IMS AG, the Company is required to mark-to-market these balances at each reporting date and reflect these movements as gains or losses in income. Additionally, since January 2010, Venezuela has been designated as hyper-inflationary, and as such, all foreign currency fluctuations are recorded in income for certain account balances at the Company’s local Venezuelan operating subsidiary. The Company recorded a pre-tax charge of approximately $14 million to Other (loss) income, net, in the first six months of 2013 related to the remeasurement of the IMS AG Venezuelan Bolívar account balances and the remeasurement of certain local Bolívar account balances.

Recently, the Venezuelan government significantly expanded the use of the Supplementary Foreign Currency Administration System (“SICAD”) I exchange market and created a third exchange market called SICAD II. These markets have exchange rates significantly less favorable than the official exchange rate. As a result, the Company assessed its legal eligibility to access the available foreign exchange mechanisms, the transactions that would be eligible, and the Company’s past and expected future ability to transact through those mechanisms. Based on the Company’s analysis, the Company currently believes SICAD II represents the rate which best reflects the economics of the Company’s Venezuelan business activity, and as such, the Company concluded that it should utilize the SICAD II exchange rate to remeasure its Venezuelan Bolívar account balances as of June 30, 2014. The SICAD II rate at June 30, 2014 was approximately 50 Bolívars to one U.S. Dollar. As a result of the change to the SICAD II rate, the Company recorded a pre-tax charge of $49 million to foreign exchange loss within Other (loss) income, net in the second quarter of 2014.

Note 6. Debt

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

(in millions)	June 30,2014			December 31,2013
Senior Secured Credit Facilities:
Senior Secured Term A Loan due 2019—USD LIBOR at average floating rates of 2.40%	$	315		$	—
Senior Secured Term A Loan due 2019—EUR LIBOR at average floating rates of 2.51%		182			—
Senior Secured Term B Loan due 2021—USD LIBOR at average floating rates of 3.50%		1,743			1,747
Senior Secured Term B Loan due 2021—EUR LIBOR at average floating rates of 3.75%		1,018			1,030
Revolving Credit Facility due 2019—USD LIBOR at average floating rates of 2.40%		238			—
12.5% Senior Notes due 2018		—			1,000
7.375%/8.125% Senior PIK Toggle Notes due 2018		—			750
6.00% Senior Notes due 2020		500			500
Principal Amount of Debt		3,996			5,027
Less: Unamortized Discounts		(26	)		(67	)
Total Debt	$	3,970		$	4,960

Scheduled principal payments due on the Company’s debt as of June 30, 2014 for the remainder of 2014 and thereafter were as follows:

	Year
(in millions)	2014		2015		2016		2017		2018		Thereafter		Total
Debt	$	26	$	53	$	53	$	59	$	71	$	3,734	$	3,996

Senior Secured Credit Facilities

In March 2014, IMS Health Incorporated (“IMS Health”), an indirect wholly-owned subsidiary of the Company, and certain of its subsidiaries, as co-borrowers, entered into an amendment (the “2014 Amendment”) to amend and restate the Second Amended and Restated Credit and Guaranty Agreement, which until such date governed IMS Health’s senior secured credit facilities (the amended and restated credit agreement resulting from the 2014 Amendment, the “2014 Credit Agreement”). The 2014 Amendment added commitments in respect of new Term A loans (the “New Term Loans”) in the aggregate dollar equivalent amount of $500 million, increased outstanding commitments under the revolving credit facility to $500 million, modified certain interest rates and covenants and made additional modifications to IMS Health’s senior secured credit facilities. The commitments in respect of the New Term Loans consist of Term A loan commitments in the amount of $315 million and €133 million (or approximately $182 million based on

13

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

exchange rates in effect on June 30, 2014) and mature in March 2019. The New Term Loans were funded in April 2014 concurrent with the Company’s IPO. See Note 1 for further information on the IPO. Additionally, IMS Health reduced the borrowing margins and the EUR LIBOR floor by 25 basis points each, respectively, extended the maturity date to March 2021 for the existing Term B loans and increased the capacity to $500 million and extended the maturity date to March 2019 for the existing Revolving Credit Facility. As a result of the 2014 Amendment, the Company recorded $11 million of debt extinguishment losses and $2 million of third party fees in Other (loss) income, net during the six months ended June 30, 2014.

In February 2013, IMS Health and certain of its subsidiaries entered into an amendment of the then existing senior secured term loans due 2017 (“Term Loan Amendment”) to reduce its borrowing costs. IMS Health reduced the borrowing margins and LIBOR floors by 50 basis points and 25 basis points, respectively, for both the USD and EUR tranches of debt. As a result of the Term Loan Amendment, the Company recorded $9 million of debt extinguishment losses and $3 million of third party fees in Other (loss) income, net during the six months ended June 30, 2013.

In October 2012, IMS Health and certain of its subsidiaries completed a recapitalization (the “Recapitalization”). The Recapitalization included an amendment (the “Amendment”) to its Amended and Restated Credit and Guaranty Agreement for additional term loans and (a) extended the maturity date of the Revolving Credit Facility to August 2017; and (b) increased the maximum leverage ratio.

IMS Health is required to make scheduled quarterly payments on the Term A loans at rates that vary from 1.25% to 2.50% of the original principal amount of the term loans, with the remaining balance paid at maturity. Additionally IMS Health is required to make scheduled quarterly payments on the Term B loans each equal to approximately 0.25% of the original principal amount of the term loans, with the remaining balance paid at maturity. IMS Health is also required to pay an annual commitment fee that ranges from 0.30% to 0.40% in respect of any unused commitments under the revolving credit facility.

At June 30, 2014, the Company had a $500 million revolving credit facility, of which $262 million was unused. The Senior Secured Credit Facilities are secured by a security interest in substantially all of Healthcare Technology Intermediate Holdings, Inc.’s, IMS Health’s and the subsidiary guarantors’ tangible and intangible assets, including the stock and the assets of certain of IMS Health’s current and certain future wholly-owned U.S. subsidiaries (and stock held by IMS Health’s current immediate direct parent holding company) and a portion of the stock of certain of IMS Health’s non-U.S. subsidiaries. In addition, certain of the assets of IMS Health’s Swiss subsidiaries have been pledged to secure any borrowings under the Senior Secured Credit Facilities by IMS AG. There have been no such borrowings to date.

Senior Notes

In February 2010, IMS Health issued an aggregate principal amount of $1 billion of senior unsecured notes due 2018 (“Old 12.5% Senior Notes”). In order to effect the Recapitalization, the Company conducted an exchange offer and consent solicitation to exchange the Old 12.5% Senior Notes for new 12.5% Senior Notes due 2018 (“New 12.5% Senior Notes” and, together with Old 12.5% Senior Notes, “12.5% Senior Notes”), and to solicit consents to proposed amendments to the indenture governing the Old 12.5% Senior Notes to permit the Recapitalization. The requisite consents were obtained and 99.96% of the holders of the Old 12.5% Senior Notes agreed to participate in the exchange and received New 12.5% Senior Notes in an equal principal amount. In connection with the IPO, the 12.5% Senior Notes were redeemed in April 2014 at a price equal to 100% of the principal amount of $1 billion, plus accrued interest of $17 million and a make-whole premium of $136 million.  The Company incurred a loss on extinguishment of debt of $189 million in the second quarter of 2014, consisting of the make-whole premium and the write-off of $53 million of debt issuance costs and discounts. See Note 1 for further information on the IPO.

The Recapitalization also included a new offering of $500 million aggregate principal amount of 6% Senior Notes due 2020 (the “6% Senior Notes”). Interest is payable semi-annually each year. The 6% Senior Notes are guaranteed on a senior unsecured basis by IMS Health’s wholly-owned domestic subsidiaries that are guarantors under the Senior Secured Credit Facilities. The 6% Senior Notes have a three-year no call redemption period.

Senior PIK Notes

In August 2013, Healthcare Technology Intermediate, Inc., a wholly-owned subsidiary of the Company, issued $750 million of Senior PIK Notes. The Senior PIK Notes were unsecured obligations of Healthcare Technology Intermediate, Inc. and had a maturity date of September 1, 2018. Interest was to be paid semi-annually in March and September of each year, commencing March 1, 2014. Subject to certain restrictions, the Company may elect to pay a portion of the interest due on the outstanding principal amount of the Senior PIK Notes by issuing PIK Notes in a principal amount equal to the interest due. The proceeds, along with cash provided by the

14

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Company, were used to pay an approximate $753 million dividend to shareholders of the Company and for the payment of fees and expenses of the transaction of approximately $17 million. In connection with the IPO, the Senior PIK Notes were redeemed in April 2014 at a price equal to 100% of the principal amount of $750 million, plus accrued interest of $6 million and a make-whole premium of $15 million.  The Company incurred a loss on extinguishment of debt of $30 million in the second quarter of 2014, consisting of the make-whole premium and the write-off of $15 million of debt issuance costs. See Note 1 for further information on the IPO.

Costs incurred to issue debt are generally deferred and amortized as a component of interest expense over the estimated term of the related debt using the effective interest rate method. As of June 30, 2014, the unamortized balance of original issue discount reflected as a reduction to long term debt and fees and expenses related to the issuance of the debt included in Other assets was $26 million and $62 million, respectively. The Company recorded interest expense of $2 million and $9 million for the three months ended June 30, 2014 and 2013, respectively, and $12 million and $18 million for the six months ended June 30, 2014 and 2013, respectively, related to the amortization of these balances.

The financing arrangements provide for certain covenants and events of default customary for similar instruments, including in the case of the revolving credit facility and New Term Loans beginning with the fiscal quarter ending June 30, 2014, a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as defined in the 2014 Credit Agreement and a covenant to maintain a specified minimum interest coverage ratio. If an event of default occurs under any of the Company’s or the Company’s subsidiaries’ financing arrangements, the creditors under such financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements, and in the case of the lenders under the revolving credit facility and New Term Loans, other actions permitted to be taken by a secured creditor. At June 30, 2014, the Company was in compliance with the financial covenants under the Company’s financing arrangements.

Note 7. Pension and Postretirement Benefits

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

	Pension Benefits
	U.S. plans						Non-U.S. plans						U.S. plans						Non-U.S. plans
	Three Months Ended June 30,												Six Months Ended June 30,
(in millions)	2014			2013			2014			2013			2014			2013			2014			2013
Service cost	$	3		$	3		$	2		$	1		$	5		$	6		$	3		$	2
Interest cost		3			2			2			2			6			4			5			5
Expected return on plan assets		(5	)		(5	)		(3	)		(2	)		(10	)		(9	)		(6	)		(5	)
Net periodic benefit cost	$	1		$	—		$	1		$	1		$	1		$	1		$	2		$	2

The Company’s net periodic benefit cost for its postretirement benefits was less than $1 million for the three and six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, the Company contributed approximately $12 million to its pension and postretirement benefit plans and expects to contribute an additional $6 million for the remainder of 2014.

Note 8. Shareholders’ Equity

On March 24, 2014, the Company effected a 10-to-1 reverse stock split of its common stock. In connection with the split, the par value of the Company’s common stock changed from $.001 per share to $.01 per share. Unless otherwise noted, all references in these financial statements to number of shares, price per share and weighted average number of shares outstanding of common stock have been adjusted to reflect the reverse stock split on a retroactive basis. The split also applied to any outstanding equity-based awards.

The Company amended its Certification of Incorporation on April 9, 2014, in connection with the closing of the IPO.  The Amended and Restated Certificate of Incorporation authorizes the Board of Directors, at its discretion, to issue up to 50,000,000 shares of preferred stock with a par value of $0.01 per share. The preferred stock is issuable in series, which may vary as to certain rights and preferences. As of June 30, 2014, no preferred shares have been issued.  The Certificate also set the number of authorized common shares at 700,000,000 shares.

15

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Note 9. Stock-Based Compensation

In March 2014, the Company’s board of directors adopted the IMS Health Holdings, Inc. 2014 Incentive and Stock Award Plan (the “2014 Plan”). Both annual award opportunities and equity-based awards for certain key employees, including the Company’s named executive officers, non-employee directors, consultants and other persons who provide substantial services to the Company, will be granted under the 2014 Plan. The 2014 Plan provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted and deferred stock (including restricted stock units), dividend equivalents, other stock-based awards and performance awards, including annual incentive awards.

In the first six months of 2014, the Company granted to employees options to purchase 135,000 shares of its common stock in the aggregate, at an exercise price equal to $19.50, 15,000 cash settled stock appreciation rights (“Phantom SARs”) at an exercise price equal to $19.50, and granted to employees and non-employee directors approximately 1,442,000 restricted stock units. The stock options are subject to time- and performance-based vesting over a five-year period. The Phantom SARs vested and were automatically exercised at the time of the IPO. See Note 1 for further information.  The restricted stock units granted to employees vest in equal increments of fifty percent on each of the second and fourth anniversaries of the grant date. The restricted stock units granted to non-employee directors vest in full on the first anniversary of the grant date. The stock options and Phantom SARs were granted under the Company’s 2010 Equity Incentive Plan and the restricted stock units were granted under both the Company’s 2010 Equity Incentive Plan and the 2014 Plan.

Note 10. Income Taxes

The Company operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate in each of these countries. As required, the Company computes interim taxes based on an estimated annual effective tax rate.

The Company recorded a benefit for income taxes in the amount of $139 million for the three months ended June 30, 2014 and $152 million for the six months ended June 30, 2014, which resulted in effective tax rates of 38.8% and 38.4%, respectively. The tax benefit in both periods was primarily due to a significant amount of deductible expenses in the U.S. related to the redemption of the Company’s 12.5% Senior Notes and Senior PIK Notes, the termination of the management services agreement with affiliates of the Sponsors, and non-executive Phantom SARs compensation expense. In addition, the tax benefit in both periods was impacted as a result of profits generated in non-U.S. tax jurisdictions with lower tax rates than the U.S. statutory tax rate and by deferred U.S. income tax expense related to non-U.S. earnings net of associated tax credits. The Company also recorded a tax benefit of $6 million as a result of the conclusion of a U.S. Federal income tax examination for 2010 and 2011. Also, under Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) (now incorporated into Accounting Standards Codification Topic 740, Income Taxes), the Company recorded $3 million of tax expense related to unrecognized tax benefits that if recognized would favorably impact the effective tax rate. Included in this amount is $1 million of interest and penalties.

The Company recorded a provision for income taxes in the amount of $9 million for the three months ended June 30, 2013 and $14 million for the six months ended June 30, 2013, which resulted in effective tax rates of 54.3% and 42.4%, respectively. The effective tax rate in both periods was higher than the U.S. statutory tax rate due to non-deductible expenses. The tax provision in both periods was also impacted as a result of profits generated in non-U.S. tax jurisdictions with lower tax rates than the U.S. statutory tax rate and by deferred U.S. income tax expense related to non-U.S. earnings net of associated tax credits. Also, under FIN 48, the Company recorded $3 million of tax expense related to unrecognized tax benefits that if recognized would favorably impact the effective tax rate. Included in this amount is $1 million of interest and penalties.

The Company files numerous consolidated and separate income tax returns in U.S. (federal and state) and non-U.S. jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for years before 2012. Further, with few exceptions, the Company is no longer subject to tax examination in state and local jurisdictions for years prior to 2009 and in its material non-U.S. jurisdictions prior to 2008. It is reasonably possible that within the next twelve months the Company could realize $2 million of unrecognized tax benefits as a result of the expiration of certain statutes of limitation.

Note 11. Contingencies

The Company and its subsidiaries are involved in legal and tax proceedings, claims and litigation arising in the ordinary course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded reserves in the Condensed Consolidated Financial Statements based on its best estimates of such loss. In other instances, because of the uncertainties

16

IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. However, even in many instances where the Company has recorded an estimated liability, the Company is unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessments and estimates of such liabilities accordingly.

The Company routinely enters into agreements with its suppliers to acquire data and with its clients to sell data, all in the normal course of business. In these agreements, the Company sometimes agrees to indemnify and hold harmless the other party for any damages such other party may suffer as a result of potential intellectual property infringement and other claims related to the use of the data. The Company has not accrued a liability with respect to these matters, as the exposure is considered remote.

Based on its review of the latest information available, management does not expect the impact of pending tax and legal proceedings, claims and litigation, either individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, cash flows or financial position. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which it is resolved. The following is a summary of certain legal matters involving the Company.

IMS Health Government Solutions Voluntary Disclosure Program Participation

The Company’s wholly-owned subsidiary, IMS Government Solutions Inc. (“IMS Government Solutions”), is primarily engaged in providing services and products under contracts with the U.S. government. U.S. government contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. government have the ability to investigate whether contractors’ operations are being conducted in accordance with such requirements. U.S. government investigations, whether relating to these contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed on us, or could lead to suspension or debarment from future U.S. government contracting. U.S. government investigations often take years to complete and may result in no adverse action against the Company.

IMS Government Solutions discovered potential noncompliance with various contract clauses and requirements under its General Services Administration Contract (the “GSA Contract”) which was awarded in 2002 to its predecessor company, Synchronous Knowledge Inc. (Synchronous Knowledge Inc. was acquired by IMS Health in May 2005). The potential noncompliance arose from three primary areas: first, at the direction of the government, work performed under one task order was invoiced under another task order without the appropriate modifications to the orders being made; second, personnel who did not meet strict compliance with the labor categories component of the qualification requirements of the GSA Contract were assigned to contracts; and third, certain discounts that were given to commercial customers were not also offered to the government, in alleged violation of the GSA Contract’s Price Reductions Clause. Upon discovery of the potential noncompliance, the Company began remediation efforts, promptly disclosed the potential noncompliance to the U.S. government, and was accepted into the Department of Defense Voluntary Disclosure Program. The Company filed its Voluntary Disclosure Program Report (“Disclosure Report”) on August 29, 2008. Based on the Company’s findings as disclosed in the Disclosure Report, the Company recorded a reserve of approximately $4 million for this matter in 2008. During 2010, the Company recorded an additional reserve of approximately $2 million as a result of its ongoing investigation relating to this matter. The Company is currently unable to determine the outcome of these matters pending the resolution of the Voluntary Disclosure Program process and its ultimate liability arising from these matters could exceed its current reserves.

Symphony Health Solutions litigation

On July 24, 2013, Symphony Health Solutions filed a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania against IMS Health alleging that IMS Health is actively engaging in anticompetitive business practices in violation of the Sherman Antitrust Act and Pennsylvania state law. The complaint seeks trebled actual damages in an unspecified amount, punitive damages, costs and injunctive relief. The Company believes the complaint is without merit, rejects all claims raised and will vigorously defend IMS Health’s position.

Note 12. Related Party

Due to related party relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

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IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Management services agreement

The Company had a management services agreement with affiliates of the Sponsors pursuant to which they would provide management services to the Company.  In conjunction with the Company’s IPO, the management services agreement was terminated for a settlement amount of $72 million and the Company recorded this charge as a component of Selling and administrative expenses, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Loss for the three months ended June 30, 2014.  Prior to the termination of the management services agreement, the Company paid approximately $2 million during the six months ended June 30, 2014, and $2 million and $4 million during the three and six months ended June 30, 2013, respectively, in management fees pursuant to the management services agreement.

Transactions with other Sponsor portfolio companies

The Sponsors are private equity firms that have investments in companies that do business with IMS Health in the ordinary course of business. The Company believes these transactions are conducted on an arms-length basis. The following is a summary of the activity with companies in which the Sponsors have investments:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Revenues (1)	$	2		$	2		$	4		$	5
Expenses(2)		(2	)		(1	)		(4	)		(2	)

⁽¹⁾ Sales of the Company’s offerings to companies in which the Company’s Sponsors have investments.

⁽²⁾ Purchases of goods and services from companies in which the Sponsors have investments.

Note 13. Operations by Business Segment

Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company operates a globally consistent business model, offering pharmaceutical business information and related services to its clients in more than 100 countries.

The Company maintains regional geographic management who are responsible for bringing the Company’s full suite of offerings to their respective markets and to facilitate local execution of its global strategies. However, the Company maintains global leaders for the majority of its critical business processes; and the most significant performance evaluations and resource allocations made by the Company’s chief operating decision maker is made on a global basis. As such, the Company has concluded that it maintains one operating and reportable segment.

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IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Geographic financial information:

The following represents selected geographic information for the regions in which the Company operates.

(in millions)	Americas(1)		EMEA(2)		AsiaPacific(3)		Corporate& Other			Total
Three Months Ended:
June 30, 2014
Revenue(4)	$	297	$	255	$	110	$	—		$	662
Operating Income (Loss)(5)		55		67		32		(193	)		(39	)
June 30, 2013
Revenue(4)	$	285	$	231	$	108	$	—		$	624
Operating Income (Loss)(5)		72		63		37		(75	)		97
Six Months Ended:
June 30, 2014
Revenue(4)	$	584	$	499	$	224	$	—		$	1,307
Operating Income (Loss)(5)		133		126		68		(299	)		28
June 30, 2013
Revenue(4)	$	557	$	455	$	225	$	—		$	1,237
Operating Income (Loss)(5)		146		118		78		(166	)		176

Notes to Geographic Financial Information:

(1) Americas includes the United States, Canada and Latin America. Revenue in the United States was $237 million and $227 million for the second quarters of 2014 and 2013, respectively, and $469 million and $449 million for the first six months of 2014 and 2013, respectively.

(2) EMEA includes countries in Europe, the Middle East and Africa.

(3) Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region. Revenue in Japan was $61 million and $62 million for the second quarters of 2014 and 2013, respectively and $130 million and $134 million for the first six months of 2014 and 2013, respectively.

(4) Revenue relates to external clients and is primarily based on the location of the client. Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars.

(5) Operating Income for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating Income amounts for the geographic segments include the impact of foreign exchange in converting results into U.S. dollars. The following presents the depreciation and amortization related to purchase accounting adjustments for each region that are presented in Corporate and Other:

(in millions)	Americas		EMEA		Asia Pacific
Three Months Ended:
June 30, 2014	$	31	$	23	$	10
June 30, 2013		31		21		11
Six Months Ended:
June 30, 2014	$	63	$	45	$	20
June 30, 2013		63		43		22

Note 14. Earnings per Share

Computation of Net Income (Loss) per Share

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed, when the result is dilutive, using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily consist of employee stock options and restricted stock units.

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IMS HEALTH HOLDINGS, INC.

Notes to Condensed Consolidated Financial Statements - Continued

(unaudited)

Employee equity share options, restricted stock units and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase shares.

The following table reconciles the basic and diluted weighted average shares outstanding:

	Three Months Ended June 30,				Six Months Ended June 30,
(Shares in millions)	2014		2013		2014		2013
Basic weighted-average common shares outstanding		329.7		280.0		304.9		280.0
Effect of dilutive options		—		8.9		—		8.8
Diluted weighted-average common shares outstanding		329.7		288.9		304.9		288.8

Anti-dilutive weighted average outstanding stock options of approximately 19.3 million and – million were not included in the diluted earnings per share calculations for the three months ended June 30, 2014 and 2013, respectively, because their inclusion would have the effect of increasing earnings per share. Anti-dilutive weighted average stock options outstanding for the six months ended June 30, 2014 and 2013 were approximately 19.3 million and — million, respectively. Stock options will have a dilutive effect under the treasury method only when the respective period’s average market value of the Company’s common stock exceeds the exercise proceeds.

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

This discussion and analysis should be read in conjunction with the accompanying Condensed Consolidated Financial Statements (unaudited) and related notes and with the audited Consolidated Financial Statements and the notes thereto included in our prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on April 4, 2014 (the “Prospectus”). This discussion and analysis includes forward-looking statements that involve risks and uncertainties. You should read the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections of this Quarterly Report on Form 10-Q and the Prospectus for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The terms “Company,” “IMS,” “we,” “our” or “us,” as used herein, refer to IMS Health Holdings, Inc. and its consolidated subsidiaries unless otherwise stated or indicated by context. Amounts presented may not add due to rounding.

Background

We are a leading global information and technology services company providing clients in the healthcare industry with comprehensive solutions to measure and improve their performance. We have one of the largest and most comprehensive collections of healthcare information in the world, spanning sales, prescription and promotional data, medical claims, electronic medical records and social media. We standardize, organize, structure and integrate this data by applying our sophisticated analytics and leveraging our global technology infrastructure to help our clients run their organizations more efficiently and make better decisions to improve their operational and financial performance. We have a presence in over 100 countries and we generated 63% of our 2013 revenue from outside the United States.

We serve key healthcare organizations and decision makers around the world, spanning the breadth of life science companies, including pharmaceutical, biotechnology, consumer health and medical device manufacturers, as well as distributors, providers, payers, government agencies, policymakers, researchers and the financial community. Our information and technology services offerings, which we have developed with significant investment over our 60-year history, are deeply integrated into our clients’ workflow.

Initial Public Offering

On April 4, 2014, our common stock began trading on the New York Stock Exchange under the symbol “IMS”. On April 9, 2014, we completed our Initial Public Offering (“IPO”) of our common stock at a price to the public of $20.00 per share. We issued and sold 52 million shares of common stock in the IPO. The selling shareholders offered and sold 22.75 million shares of common stock in the IPO, including 9.75 million shares that were offered and sold by the selling shareholders pursuant to the full exercise of the underwriters’ allotment to purchase additional shares. Subsequent to the IPO and as of June 30, 2014, affiliates of TPG Global, LLC (together with its affiliates, “TPG”), CPP Investment Board Private Holdings, Inc. (“CPPIB-PHI”), a wholly owned subsidiary of the Canada Pension Plan Investment Board (together with its affiliates, “CPPIB”), and Leonard Green & Partners, L.P. (“LGP” and collectively with TPG and CPPIB, the “Sponsors”) collectively remained our majority shareholders. We raised net proceeds of approximately $987 million from the IPO, after deducting underwriting discounts, commissions and related expenses totaling $53 million. We did not receive any of the proceeds from the sale of the shares sold by the selling shareholders.

Substantially all of our net proceeds of the IPO, approximately $500 million of borrowings under new term loans, $140 million of borrowings under our revolving credit facility and approximately $400 million of cash on the balance sheet were used to (i) fund the redemption of our 12.5% Senior Notes and Senior PIK Notes (defined in the Debt section below) and pay related fees and expenses, (ii) pay $30 million in the aggregate to holders of outstanding cash settled stock appreciation rights (“Phantom SARs”) granted under our 2010 Equity Incentive Plan and (iii) pay a one-time fee of $72 million to terminate our management services agreement with the Sponsors.

Acquisitions

We make acquisitions to enhance our capabilities and offerings in certain areas, including technology services. During the three months ended June 30, 2014, we completed the acquisition of Forcea NV, a Belgium-based company that specializes in business intelligence applications and analytics for hospitals and life sciences organizations. The purchase price allocation for this acquisition will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocation are not expected to have a material impact on our results of operations. Additionally, in the first quarter of 2014, we completed the acquisitions of the consumer health business of Nielsen Holdings N.V. in certain European markets and Kent Capital in the U.S. The total cost for these acquisitions was approximately $29 million, of which $25 million was paid during the three months ended June 30, 2014 and the balance will be paid in 2015 subject to certain conditions. See Note 2 to our Condensed Consolidated Financial Statements for additional information with respect to these acquisitions. The results of operations of acquired businesses have been included since the date of acquisition and were not significant to our consolidated results of operations.

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In addition to the completed acquisitions, we announced in June 2014 our intention to acquire certain Cegedim Information Solutions and Customer Relationship Management (CRM) businesses for €385 million (approximately $520 million, assuming an exchange rate of $1.35 to each Euro) in cash. Cegedim, headquartered in Paris, France, is a global technology and services company specializing in healthcare whose offerings help pharmaceutical companies manage their sales and marketing operations. We expect to finance this acquisition through a mix of cash on hand and existing credit facilities, with no material impact on our leverage ratio. The proposed transaction is subject to works council information and consultation requirements in certain countries, as well as customary regulatory and other closing conditions. We anticipate the transaction will close in early 2015.

Results excluding the Effects of Foreign Currency Translation and Certain Charges

We report results in U.S. dollars, but we do business on a global basis. Exchange rate fluctuations affect the U.S. dollar value of foreign currency revenue and expenses and may have a significant effect on our results. The discussion of our financial results in this report includes comparisons with the prior year in constant currency terms, using consistent exchange rates. We believe this information facilitates comparison of the underlying results over time. During the first six months of 2014, the U.S. dollar was generally stronger against the other currencies in which we transact business as compared to the first six months of 2013. The revenue growth at actual currency rates was lower than the growth at constant currency exchange rates during the first six months period. See “—How Exchange Rates Affect our Results” and “—Quantitative and Qualitative Disclosures about Market Risk” below for a more complete discussion regarding the impact of foreign currency translation on our business.

We also discuss below our revenue, operating income, operating costs of information, direct and incremental costs of technology services, selling and administrative expenses and operating margins excluding non-cash stock-based compensation charges, acquisition-related charges, restructuring and related charges, purchase accounting adjustments and sponsor monitoring fees. We believe providing these non-GAAP measures is useful as it facilitates comparisons across the periods presented and more clearly indicates trends. Management uses these non-GAAP measures in its global decision making, including developing budgets and managing expenditures.

Results of Operations

Summary Operating Results

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Revenue	$	662		$	624		$	1,307		$	1,237
Information		386			379			767			757
Technology services		276			245			540			480
Operating costs of information, exclusive of depreciation and amortization		174			157			338			317
Direct and incremental costs of technology services, exclusive of depreciation and amortization		140			124			276			247
Selling and administrative expenses, exclusive of depreciation and amortization		247			145			418			290
Depreciation and amortization		115			100			222			205
Severance, impairment and other charges		25			1			25			2
Operating (loss) income		(39	)		97			28			176
Interest income		—			1			2			2
Interest expense		(49	)		(75	)		(138	)		(154	)
Other (loss) income, net		(271	)		(6	)		(288	)		10
Non-operating loss, net		(320	)		(80	)		(424	)		(142	)
(Loss) income before income taxes		(359	)		17			(396	)		34
Benefit from (provision for) income taxes		139			(9	)		152			(14	)
Net (loss) income	$	(220	)	$	8		$	(244	)	$	20

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Net (Loss) Income to Adjusted EBITDA Reconciliation

We have included a presentation of Adjusted EBITDA because we believe it provides additional information regarding our performance and our ability to service our debt. In addition, management believes that Adjusted EBITDA is useful to assess our operating performance trends because it excludes certain material non-cash items, unusual or non-recurring items that are not expected to continue in the future and certain other items. Adjusted EBITDA is not presented in accordance with U.S. GAAP, and our computation of Adjusted EBITDA may vary from those used by other companies. Adjusted EBITDA should not be considered as an alternative to net income or loss, operating income or loss, cash flows from operating activities or any other measures of operating performance, liquidity or indebtedness derived in accordance with U.S. GAAP. Adjusted EBITDA has limitations as an analytical tool, and it should not be considered in isolation, or as a substitute for analysis of our results as reported under U.S. GAAP.

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Net (loss) income	$	(220	)	$	8		$	(244	)	$	20
(Benefit from) provision for income taxes		(139	)		9			(152	)		14
Other loss (income), net		271			6			288			(10	)
Interest expense		49			75			138			154
Interest income		—			(1	)		(2	)		(2	)
Depreciation and amortization		115			100			222			205
Deferred revenue purchase accounting adjustments		—			1			2			2
Non-cash stock-based compensation charges(1)		15			2			46			13
Restructuring and related charges(2)		27			2			29			5
Acquisition-related charges(3)		6			2			12			4
Sponsor monitoring fees(3)		72			2			74			4
Non-executive phantom SARs compensation expenses(4)		30			—			30			—
Adjusted EBITDA	$	226		$	206		$	443		$	409

(1) Non-cash stock-based compensation charges are included in Operating costs of information, Direct and incremental costs of technology services and Selling and administrative expenses as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2014		2013		2014		2013
Operating costs of information	$	2	$	—	$	5	$	2
Direct and incremental costs of technology services		1		—		4		1
Selling and administrative expenses		12		2		37		10

(2) Restructuring and related charges includes severance and impairment charges and the cost of employee and third-party charges related to dual running costs for knowledge transfer activities. Dual running costs for knowledge transfer activities of $2 million for the three and six months ended June 30, 2014 and $1 million and $3 million for the three and six months ended June 30, 2013, respectively, are primarily included in Operating costs of information.

(3) Acquisition-related charges and Sponsor monitoring fees are included in Selling and administrative expenses.

(4) Non-executive phantom SARs compensation expenses are included in Operating costs of information and Selling and administrative expenses as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
(in millions)	2014		2013		2014		2013
Operating costs of information	$	10	$	—	$	10	$	—
Selling and administrative expenses		20		—		20		—

Revenue

Total revenue grew 6.1% to $662 million for the three months ended June 30, 2014 compared to $624 million in the same quarter in the prior year, or 5.4% on a constant currency basis. Revenue from our information offerings increased 1.8% in the second quarter of 2014 and grew 1.2% on a constant currency basis over the same period. Revenue from our technology services offerings grew 12.7% in the second quarter of 2014 and grew 12.0% on a constant currency basis over the same period. Growth in the Americas and EMEA (countries in Europe, the Middle East and Africa) regions contributed approximately 80% of our total revenue growth during the second quarter of 2014 compared to the same quarter of 2013. The constant currency increase in information offerings was driven by growth in EMEA, partially offset by lower revenue in the Americas. The constant currency increase in technology services offerings was driven by increases in commercial services throughout almost all of our geographies, with the largest contributions coming from the Americas and EMEA.

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Total revenue grew 5.7% to $1,307 million for the six months ended June 30, 2014 compared to $1,237 million in the same period in the prior year, or 6.0% on a constant currency basis. Revenue from our information offerings increased 1.4% in the first six months of 2014 and grew 2.0% on a constant currency basis over the same period. Revenue from our technology services offerings grew 12.3% in the first six months of 2014 and grew 12.2% on a constant currency basis over the same period. Growth in the Americas and EMEA regions contributed approximately 85% of our total revenue growth during the first six months of 2014 compared to the same period of 2013. The constant currency increase in information offerings was driven by growth in EMEA, partially offset by lower revenue in the Americas. The constant currency increase in technology services offerings was driven by increases in commercial services throughout almost all of our geographies, with the largest contributions coming from the Americas and EMEA.

Operating Costs of Information, exclusive of Depreciation and Amortization

Operating costs of information offerings increased $17 million, or 10.3%, in the three months ended June 30, 2014 compared to the same quarter in the prior year. Excluding the effect of foreign currency translation of $1 million, non-executive Phantom SARs compensation expense of $10 million, non-cash stock-based compensation charges and restructuring and related charges, operating costs of information increased 2.2% in the second quarter of 2014 compared to the second quarter of 2013. The constant currency increase in operating costs of information was primarily due to an increase in data costs of approximately $3 million.

Operating costs of information offerings increased $21 million, or 6.3%, in the six months ended June 30, 2014 compared to the same period in the prior year. Excluding the effect of non-executive Phantom SARs compensation expense of $10 million, non-cash stock-based compensation charges and restructuring and related charges, operating costs of information increased 2.4% in the first six months of 2014 compared to the first six months of 2013. The constant currency increase in operating costs of information was primarily due to an increase in data costs of approximately $5 million and compensation costs of $4 million, partially due to an increase in headcount of approximately 200 employees from June 2013.  This increase was partially offset by lower professional fees and occupancy costs of $2 million.

Direct and Incremental Costs of Technology Services, exclusive of Depreciation and Amortization

Direct and incremental costs of technology services offerings grew $16 million, or 13.1%, in the three months ended June 30, 2014 compared to the same quarter in the prior year. Excluding the effect of foreign currency translation of $1 million and non-cash stock-based compensation charges, direct and incremental costs of technology services grew 10.9% in the second quarter of 2014 compared to the second quarter of 2013. The constant currency increase in direct and incremental costs of technology services was driven primarily by increased compensation costs of $10 million, partially due to an increase in headcount of approximately 500 employees from June 2013 to support the growth in our technology services offerings.

Direct and incremental costs of technology services offerings grew $29 million, or 11.8%, in the six months ended June 30, 2014 compared to the same period in the prior year. Excluding non-cash stock-based compensation charges, direct and incremental costs of technology services grew 10.5% in the first six months of 2014 compared to the first six months of 2013. The constant currency increase in direct and incremental costs of technology services was driven primarily by increased compensation costs of $23 million and travel and entertainment expenses of $2 million, partially due to an increase in headcount of approximately 500 employees from June 2013 to support the growth in our technology services offerings.

Selling and Administrative Expenses, exclusive of Depreciation and Amortization

Selling and administrative expenses grew $102 million, or 70.7%, in the three months ended June 30, 2014 compared to the same quarter in the prior year. Included in Selling and administrative expenses for the second quarter of 2014 was $72 million related to the termination of the management services agreement with affiliates of the Sponsors and $20 million of non-executive Phantom SARs compensation expense. Excluding the effect of foreign currency translation of $2 million, sponsor monitoring fees, non-executive Phantom SARs compensation expense, non-cash stock-based compensation charges and acquisition-related charges, selling and administrative expenses decreased 2.3% in the second quarter of 2014 compared to second quarter of 2013. The constant currency decrease in selling and administrative expenses was primarily due to higher deferrals to computer software for new product development and the reversal of an accrual due to a favorable legal settlement, partially offset by an increase in compensation of approximately $6 million, primarily resulting from normal annual merit salary increases, higher selling and administrative headcount of approximately 400 employees from June 2013 from acquisitions and increased sales staff to drive revenue.

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Selling and administrative expenses grew $128 million, or 44.0%, in the six months ended June 30, 2014 compared to the same period in the prior year. Included in Selling and administrative expenses for the six months of 2014 was $72 million related to the termination of the management services agreement with affiliates of the Sponsors and $20 million of non-executive Phantom SARs compensation expense. Excluding the effect of foreign currency translation of $1 million, sponsor monitoring fees, non-executive Phantom SARs compensation expense, non-cash stock-based compensation charges and acquisition-related charges, selling and administrative expenses grew 1.0% in the first six months of 2014 compared to first six months of 2013. The constant currency increase in selling and administrative expenses was primarily due to an increase in compensation of approximately $11 million, primarily resulting from normal annual merit salary increases, higher selling and administrative headcount of approximately 400 employees from June 2013 from acquisitions and increased sales staff to drive revenue. Additionally, both occupancy and information technology costs increased by approximately $4 million, related to the increased number of employees.  These increases were partially offset by higher deferrals to computer software for new product development and the reversal of an accrual due to a favorable legal settlement in the second quarter of 2014.

Depreciation and Amortization

Depreciation and amortization charges increased $15 million, or 13.7%, in the three months ended June 30, 2014 compared to the same quarter in the prior year. Depreciation and amortization charges increased $17 million, or 8.2%, in the six months ended June 30, 2014.  The increases in both periods was primarily due to higher depreciation expense, in part due to accelerated depreciation of assets related to a building lease that was impaired in the second quarter of 2014,and higher computer software and other intangibles amortization resulting from acquisitions in 2013 and the first quarter of 2014.

Severance, Impairment and Other Charges

Severance, impairment and other charges in the three and six months ended June 30, 2014 were $25 million, primarily comprised of $15 million of severance and $7 million for impaired leases for properties in the U.S.  Severance, impairment and other charges in the three and six months ended June 30, 2013 were $1 million and $2 million, respectively, primarily comprised of impaired leases for a properties vacated in the U.S. and contract-related charges for which we will not realize any future economic benefit. See Severance, Impairment and Other Charges below for further information.

Operating (Loss) Income

Operating (loss) income was a loss of $39 million in the three months ended June 30, 2014 compared to income of $97 million the same quarter in the prior year. This variance was due to $72 million related to the termination of the management services agreement with affiliates of the Sponsors, $30 million of non-executive Phantom SARs compensation expense and other increases in operating expenses discussed above, partially offset by the revenue growth. Operating loss (income) was a loss for the second quarter of 2014 in constant currency terms compared to income in the second quarter of 2013, resulting in an unfavorable change of $133 million. Absent the impact of non-cash stock-based compensation charges, acquisition-related charges, restructuring and related charges, purchase accounting adjustments, sponsor monitoring fees and non-executive Phantom SARs compensation expense, operating income increased 4.9% at reported foreign currency rates and 6.0% on a constant currency basis for the second quarter of 2014.

Operating income was $28 million in the first six months ended June 30, 2014, a decline of $148 million, or 83.8%, compared to the same period in the prior year. This decrease was due to $72 million related to the termination of the management services agreement with affiliates of the Sponsors, $30 million of non-executive Phantom SARs compensation expense and other increases in operating expenses discussed above, partially offset by the revenue growth. Operating income for the first six months of 2014 decreased $142 million in constant currency terms compared to the first six months of 2013. Absent the impact of non-cash stock-based compensation charges, acquisition-related charges, restructuring and related charges, purchase accounting adjustments, sponsor monitoring fees and non-executive Phantom SARs compensation expense, operating income increased 8.2% at reported foreign currency rates and 10.6% on a constant currency basis for the first six months of 2014.

Trends in Operating Margins

Operating margins were (5.9%) and 15.5% for the three months ended June 30, 2014 and 2013, respectively. Margins were negatively impacted by sponsor monitoring fees, non-executive Phantom SARs compensation expense, non-cash stock-based compensation charges, acquisition-related charges, restructuring and related charges and purchase accounting adjustments. Excluding these charges, operating margins were 16.7% and 16.9% in the second quarter of 2014 and 2013, respectively.

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Operating margins were 2.2% and 14.2% for the first six months ended June 30, 2014 and 2013, respectively. Margins were negatively impacted by sponsor monitoring fees, non-executive Phantom SARs compensation expense, non-cash stock-based compensation charges, acquisition-related charges, restructuring and related charges and purchase accounting adjustments. Excluding these charges, operating margins were 16.9% and 16.5% in the first six months of 2014 and 2013, respectively.

Non-Operating Loss, net

Non-operating losses, net was $320 million in the three months ended June 30, 2014, an increase of $240 million compared to the same quarter in the prior year. Included in the non-operating loss for the second quarter of 2014 was $151 million of make-whole premium and $68 million for the write-off of debt issuance costs and discounts, both of which were related to the redemption of our 12.5% Senior Notes and Senior PIK Notes in April 2014, and $49 million related to the remeasurement of our Venezuelan Bolívar account balances.  See Note 5 to our condensed consolidated financial statements for further information on the remeasurement of our Venezuelan Bolívar account balances and Note 6 for the redemption of our debt.  Additionally, interest expense, net of interest income was $25 million lower than in the second quarter of 2013, primarily due to the redemption of our 12.5% Senior Notes and Senior PIK Notes in April 2014.

Non-operating losses, net was $424 million in the first six months ended June 30, 2014, an increase of $282 million compared to the same period in the prior year. Included in the non-operating loss for the first six months of 2014 was $151 million of make-whole premium and $68 million for the write-off of debt issuance costs and discounts, both of which were related to the redemption of our 12.5% Senior Notes and Senior PIK Notes in April 2014, $13 million of debt extinguishment losses and third-party fees related to the 2014 amendment of our Senior Secured Credit Facilities and $49 million related to the remeasurement of our Venezuelan Bolívar account balances.  Included in the non-operating loss for the first six months of 2013 was $12 million of debt extinguishment losses and third-party fees related to the amendment of our Term loan B in February 2013 and a $14 million charge related to the official devaluation of Venezuela’s current exchange rate. See Note 5 to our condensed consolidated financial statements for further information on the remeasurement of our Venezuelan Bolívar account balances and Note 6 for the debt transactions.  Additionally, revaluation of other non-functional assets and liabilities, translation of non-functional currency debt and hedge of non-U.S. dollar anticipated royalties were $7 million loss in the first six months of 2014 compared to a $36 million gain in the first six months of 2013.  Partially offsetting this variance, was interest expense, net of interest income, which was $15 million lower than in the first half of 2013, primarily due to the redemption of our 12.5% Senior Notes and Senior PIK Notes in April 2014.

Taxes

We operate in more than 100 countries around the world and our earnings are taxed at the applicable income tax rate in each of these countries. As required, we compute interim taxes based on an estimated annual effective tax rate.

Our effective tax rate was a benefit of 38.8% and an expense of 54.3% for the three months ended June 30, 2014 and 2013, respectively. Our effective tax rate was a benefit of 38.4% and an expense of 42.4% for the six months ended June 30, 2014 and 2013, respectively. The change in the effective tax rates in both the quarter and year to date periods was primarily due to a significant amount of deductible expenses in the U.S. during 2014 related to the redemption of our 12.5% Senior Notes and Senior PIK Notes, the termination of the management services agreement with affiliates of the Sponsors and non-executive Phantom SARs compensation expense.

We file numerous consolidated and separate income tax returns in U.S. (federal and state) and non-U.S. jurisdictions. We are no longer subject to U.S. federal income tax examination by tax authorities for years before 2012. Further, with few exceptions, we are no longer subject to tax examination in state and local jurisdictions for years prior to 2009 and in our material non-U.S. jurisdictions prior to 2008. It is reasonably possible that within the next twelve months we could realize $2 million of unrecognized tax benefits as a result of the expiration of certain statutes of limitation.

Operations by Geographic Region

Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. We operate a globally consistent business model, offering pharmaceutical business information and related services to our clients in more than 100 countries.

We maintain regional geographic management who are responsible for bringing our full suite of offerings to their respective markets and to facilitate local execution of its global strategies. However, we maintain global leaders for the majority of our critical business processes; and the most significant performance evaluations and resource allocations made by our chief operating decision maker is made on a global basis. As such, we have concluded that we maintain one operating and reportable segment.

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The following represents selected geographic information for the regions in which we operate.

(in millions)	Americas(1)		EMEA(2)		AsiaPacific(3)		Corporate& Other			Total
Three Months Ended:
June 30, 2014
Revenue(4)	$	297	$	255	$	110	$	—		$	662
Operating Income (Loss)(5)		55		67		32		(193	)		(39	)
June 30, 2013
Revenue(4)	$	285	$	231	$	108	$	—		$	624
Operating Income (Loss)(5)		72		63		37		(75	)		97
Six Months Ended:
June 30, 2014
Revenue(4)	$	584	$	499	$	224	$	—		$	1,307
Operating Income (Loss)(5)		133		126		68		(299	)		28
June 30, 2013
Revenue(4)	$	557	$	455	$	225	$	—		$	1,237
Operating Income (Loss)(5)		146		118		78		(166	)		176

Notes to Geographic Financial Information:

(1) Our Americas region includes the United States, Canada and Latin America. Revenue in the United States was $237 million and $227 million for the second quarters of 2014 and 2013, respectively, and $469 million and $449 million for the first six months of 2014 and 2013, respectively.

(2) Our EMEA region includes countries in Europe, the Middle East and Africa.

(3) Our Asia Pacific region includes Japan, Australia and other countries in the Asia Pacific region. Revenue in Japan was $61 million and $62 million for the second quarters of 2014 and 2013, respectively and $130 million and $134 million for the first six months of 2014 and 2013, respectively.

(4) Revenue relates to external clients and is primarily based on the location of the client. Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars.

(5) Operating Income for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating Income amounts for the geographic segments include the impact of foreign exchange in converting results into U.S. dollars. The following presents the depreciation and amortization related to purchase accounting adjustments for each region that are presented in Corporate and Other:

(in millions)	Americas		EMEA		Asia Pacific
Three Months Ended:
June 30, 2014	$	31	$	23	$	10
June 30, 2013		31		21		11
Six Months Ended:
June 30, 2014	$	63	$	45	$	20
June 30, 2013		63		43		22

Americas Region

Revenue in the Americas region grew 4.2% in the three months ended June 30, 2014 compared to the same quarter in the prior year. On a constant currency basis, revenue grew 5.2% in the second quarter of 2014 compared to the second quarter of 2013. Revenue in the Americas region grew 4.8% in the first six months ended June 30, 2014 compared to the same period in the prior year. On a constant currency basis, revenue grew 6.1% in the first six months of 2014 compared to the first six months of 2013. Technology services offerings accounted for the majority of the growth for both the three and six months of 2014, primarily driven by the U.S.

Operating income in the Americas region decreased 24.5% in the three months ended June 30, 2014 compared to the same quarter in the prior year. On a constant currency basis, operating income decreased 23.3% in the second quarter of 2014 compared to the second quarter of 2013. The decrease in constant currency operating income in 2014 was a result of non-executive Phantom SARS compensation expense of approximately $12 million, impairment of a leased property of $7 million and increases in other operating expenses of $13 million to support the revenue growth in the region, partially offset by the revenue growth. Operating income in the Americas region decreased 9.2% in the first six months ended June 30, 2014 compared to the same period in the prior year. On a constant currency basis, operating income decreased 7.5% in the first six months of 2014 compared to the first six months of 2013. The decrease in constant currency operating income in 2014 was a result of non-executive Phantom SARS compensation expense of approximately $12 million, impairment of a leased property of $7 million and increases in other operating expenses of $26 million to support the revenue growth in the region, partially offset revenue growth.

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EMEA Region

Revenue in the EMEA region grew 10.8% in the three months ended June 30, 2014 compared to the same quarter in the prior year. On a constant currency basis, revenue grew 6.6% in the second quarter of 2014 compared to the second quarter of 2013. The constant currency increase in revenue in EMEA was the result of strong growth in our technology services offerings in North Europe and Africa and in our information offerings in South Europe and Middle East. Revenue in the EMEA region grew 9.7% in the first six months ended June 30, 2014 compared to the same period in the prior year. On a constant currency basis, revenue grew 6.5% in the first six months of 2014 compared to the first six months of 2013. The constant currency increase in revenue in EMEA was the result of strong growth in our technology services offerings in North Europe and Africa and Central Europe and in our information offerings in South Europe and Middle East.  Eastern Europe had strong growth in both offerings.

Operating income in the EMEA region grew 7.4% in the three months ended June 30, 2014 compared to the same quarter in the prior year. On a constant currency basis, operating income grew 2.1% in the second quarter of 2014 compared to the second quarter of 2013. The increase in constant currency operating income in 2014 was a result of revenue growth in the region, partially offset by non-executive Phantom SARS compensation expense of approximately $10 million and increases in other operating expenses of $4 million to support the revenue growth. Operating income in the EMEA region grew 7.2% in the first six months ended June 30, 2014 compared to the same period in the prior year. On a constant currency basis, operating income grew 2.9% in the first six months of 2014 compared to the first six months of 2013. The increase in constant currency operating income in 2014 was a result of revenue growth in the region, partially offset by non-executive Phantom SARS compensation expense of approximately $10 million and increases in other operating expenses of $17 million to support the revenue growth.

Asia Pacific Region

Revenue in the Asia Pacific region grew 1.0% in the three months ended June 30, 2014 compared to the same quarter in the prior year. On a constant currency basis, revenue grew 3.4% in the second quarter of 2014 compared to the second quarter of 2013. The constant currency increase in revenue was driven by overall growth in China and to a lesser degree, Japan. Revenue in the Asia Pacific region declined 0.5% in the first six months ended June 30, 2014 compared to the same period in the prior year. On a constant currency basis, revenue grew 4.6% in the first six months of 2014 compared to the first six months of 2013. The constant currency increase in revenue was driven by overall growth in Japan and China.

Operating income in the Asia Pacific region declined 11.7% in the three months ended June 30, 2014 compared to the same quarter in the prior year. On a constant currency basis, operating income declined 8.1% in the second quarter of 2014 compared to the second quarter of 2013. The decrease in constant currency operating income in 2014 was a result of increases in operating expenses of $7 million due to continued investments in the region to drive growth, partially offset by the revenue increase. Operating income in the Asia Pacific region declined 12.3% in the first six months ended June 30, 2014 compared to the same period in the prior year. On a constant currency basis, operating income declined 4.5% in the first six months of 2014 compared to the first six months of 2013. The decrease in constant currency operating income in 2014 was a result of increases in operating expenses of $13 million due to continued investments in the region to drive growth, partially offset by the revenue increase.

How Exchange Rates Affect our Results

We operate globally, deriving a significant portion of our operating income from non-U.S. operations. As a result, fluctuations in the value of foreign currencies in which we transact business relative to the U.S. dollar may increase the volatility of U.S. dollar operating results. We enter into foreign currency forward contracts to partially offset the effect of currency fluctuations and the impact of these forward contracts is reflected in Other (loss) income, net on the Condensed Consolidated Statements of Comprehensive Loss. Foreign currency translation increased our U.S. dollar revenue growth by approximately 0.7 in the second quarter of 2014 and decreased it by 0.3 percentage points in the first six months of 2014, while the impact on operating income growth increased our operating income decline by 2.7 and 2.6 percentage points in the second quarter and first six months of 2014, respectively.

Non-U.S. monetary assets are maintained in currencies other than the U.S. dollar, principally the Euro and the Japanese Yen. Where monetary assets are held in the functional currency of the local entity, changes in the value of these currencies relative to the U.S. dollar are reflected in accumulated other comprehensive income in the Condensed Consolidated Statements of Financial Position. The effect of exchange rate changes decreased the U.S. dollar amount of cash and cash equivalents by $39 million and $30 million during the first six months of 2014 and 2013, respectively.

Liquidity and Capital Resources

We fund our liquidity needs for capital investment, working capital, and other financial commitments through cash flow from operations and our credit facility. At June 30, 2014, cash and cash equivalents were $265 million and our total indebtedness was $3,970 million. Additionally, we had $262 million available for borrowing under our senior secured credit facility. In addition to

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operating cash flows, other factors that affect our overall management of liquidity include capital expenditures, software development costs, acquisitions, debt service requirements, adequacy of our revolving credit facility and access to the capital markets.

On April 9, 2014, we completed our initial public offering (“IPO”) of our common stock at a price to the public of $20.00 per share. We issued and sold 52 million shares of common stock in the IPO. The selling shareholders offered and sold 22.75 million shares of common stock in the IPO, including 9.75 million shares that were offered and sold by the selling shareholders pursuant to the full exercise of the underwriters’ allotment to purchase additional shares. We raised net proceeds of approximately $987 million from the IPO, after deducting underwriting discounts, commissions and related expenses totaling $53 million. We did not receive any of the proceeds from the sale of shares by the selling shareholders.

Substantially all of our net proceeds from the IPO, approximately $500 million of borrowings under new term loans, $140 million of borrowings under our revolving credit facility and approximately $400 million of cash on the balance sheet were used to (i) fund the redemption of our 12.5% Senior Notes and Senior PIK Notes (defined in the Debt section below) and pay related fees and expenses, (ii) pay $30 million in the aggregate to holders of outstanding cash-settled stock appreciation rights granted under our 2010 Equity Incentive Plan (“Phantom SARs”) and (iii) pay a one-time fee of $72 million to terminate our management services agreement with the Sponsors.

Our de-leveraging in connection with the IPO improved our credit ratings and financial position and enabled us to issue long-term debt at favorable market rates, including issuance of new Term Loan A debt in April 2014 of $500 million at an average floating rate of 2.5% and re-price and extend tenor on our existing $2,777 million of Term Loan B debt. Because we retired our highest cost debt, our interest expense is estimated to decline by 50% on an annualized basis, compared with a 20% reduction in debt.

We believe we will have available resources to meet both our short-term and long-term liquidity requirements, including our senior secured debt service. We expect the cash flow from our operations, combined with existing cash and amounts available under the secured revolving credit facility, will provide sufficient liquidity to fund our current obligations, projected working capital requirements, restructuring obligations and capital spending over the next year. While our board of directors will review our dividend policy from time to time, we currently do not intend to pay dividends in the foreseeable future. In addition we may, from time to time, purchase, repay, redeem or retire any of our outstanding debt or equity securities in privately negotiated or open market transactions, by tender offer or otherwise. Over the next twelve months, we currently expect that we will use our cash and cash equivalents primarily to fund:

· principal and interest payments of approximately $200 million;

· development of software to be used in our new products and capital expenditures of $140 million to $150 million to expand and upgrade our information technology capabilities and to build or acquire facilities to house our business;

· payments of approximately $28 million related to our employee severance plans;

· pension and other postretirement benefit plan contributions of approximately $19 million; and

· acquisitions and potential payments for contingent consideration.

Cash Flows

Cash and cash equivalents decreased $460 million to $265 million at June 30, 2014 compared to $725 million at December 31, 2013. The decrease reflects cash used in operating activities of $229 million, investing activities of $136 million and financing activities of $56 million, and a decrease of $39 million due to the effect of exchange rate changes.

Net cash used in operating activities amounted to $229 million for the six months ended June 30, 2014 compared to cash provided of $124 million for the six months ended June 30, 2013. Cash flows from operating activities for the first six months of 2014 reflects $72 million paid to terminate the management services agreement with affiliates of our Sponsors, $151 million in make-whole premiums related to the repayment of our 12.5% Senior Notes and Senior PIK Notes and $30 million paid to the holders of the outstanding Phantom SARs.  Additionally, interest paid was $30 million higher in 2014, primarily due to the issuance of the Senior PIK Notes in August 2013, and income tax paid, net of refunds was $11 million higher in 2014, primarily in non-U.S. jurisdictions due to increased taxable profits.

Net cash used in investing activities amounted to $136 million for the six months ended June 30, 2014, a decrease in cash used of $8 million compared to the six months ended June 30, 2013. The decrease relates to lower payments for acquisitions and lower purchases of short-term investments, partially offset by higher capital expenditures, including the purchase of an office building in India, and a premium paid for the interest rate caps purchased in April 2014 and higher additions to computer software in the first half of 2014 compared to the first half of 2013.

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Net cash used in financing activities amounted to $56 million for the six months ended June 30, 2014, an increase in cash used of $28 million compared to the six months ended June 30, 2013. The increase is primarily due to the repayment of our 12.5% Senior Notes and Senior PIK Notes and the payment of debt amendment fees, partially offset by the proceeds received from the IPO, net of costs, proceeds from the issuance of Term Loan A and higher borrowings under our revolving credit facility in 2014.

Debt

At June 30, 2014, our principal amount of debt totaled $3,996 million. Management does not believe that this level of debt poses a material risk to us due to the following factors:

· in each of the last two calendar years, we have generated strong net cash provided by operating activities of approximately $400 million;

· at June 30, 2014, we had $265 million in worldwide cash and cash equivalents; and

· at June 30, 2014, we had a $500 million revolving credit facility, of which $262 million was unused.

The following table summarizes our debt at the dates indicated:

(in millions)	June 30,2014			December 31,2013
Senior Secured Credit Facilities:
Senior Secured Term A Loan due 2019—USD LIBOR at average floating rates of 2.40%	$	315		$	—
Senior Secured Term A Loan due 2019—EUR LIBOR at average floating rates of 2.51%		182			—
Senior Secured Term B Loan due 2021—USD LIBOR at average floating rates of 3.50%		1,743			1,747
Senior Secured Term B Loan due 2021—EUR LIBOR at average floating rates of 3.75%		1,018			1,030
Revolving Credit Facility due 2019—USD LIBOR at average floating rates of 2.40%		238			—
12.5% Senior Notes due 2018		—			1,000
7.375%/8.125% Senior PIK Toggle Notes due 2018		—			750
6.00% Senior Notes due 2020		500			500
Principal Amount of Debt		3,996			5,027
Less: Unamortized Discounts		(26	)		(67	)
Total Debt	$	3,970		$	4,960

Senior Secured Credit Facilities

In March 2014, IMS Health Incorporated (“IMS Health”), our indirect wholly-owned subsidiary, and certain of its subsidiaries, as co-borrowers, entered into an amendment (the “2014 Amendment”) to amend and restate the Second Amended and Restated Credit and Guaranty Agreement, which until such date governed IMS Health’s senior secured credit facilities (the amended and restated credit agreement resulting from the 2014 Amendment, the “2014 Credit Agreement”). The 2014 Amendment added commitments in respect of new Term A loans (the “New Term Loans”) in the aggregate dollar equivalent amount of $500 million, increased outstanding commitments under the revolving credit facility to $500 million, modified certain interest rates and covenants and made additional modifications to IMS Health’s senior secured credit facilities. The commitments in respect of the New Term Loans consist of Term A loan commitments in the amount of $315 million and €133 million (or approximately $182 million based on exchange rates in effect on June 30, 2014) and mature in March 2019. The New Term Loans were funded in April 2014 concurrent with the IPO. Additionally, IMS Health reduced the borrowing margins and the EUR LIBOR floor by 25 basis points each, respectively, extended the maturity date to March 2021 for the existing Term B loans and increased the capacity to $500 million and extended the maturity date to March 2019 for the existing Revolving Credit Facility. As a result of the 2014 Amendment, we recorded $11 million of debt extinguishment losses and $2 million of third party fees in Other (loss) income, net during the six months ended June 30, 2014.

In February 2013, IMS Health and certain of its subsidiaries entered into an amendment of the then existing senior secured term loans due 2017 (“Term Loan Amendment”) to reduce our borrowing costs. IMS Health reduced the borrowing margins and LIBOR floors by 50 basis points and 25 basis points, respectively, for both the USD and EUR tranches of debt. As a result of the Term Loan Amendment, we recorded $9 million of debt extinguishment losses and $3 million of third party fees in Other (loss) income, net during the six months ended June 30, 2013.

In October 2012, IMS Health and certain of its subsidiaries completed a recapitalization (the “Recapitalization”). The Recapitalization included an amendment (the “Amendment”) to its Amended and Restated Credit and Guaranty Agreement for additional term loans and (a) extended the maturity date of the Revolving Credit Facility to August 2017; and (b) increased the maximum leverage ratio.

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IMS Health is required to make scheduled quarterly payments on the Term A loans at rates that vary from 1.25% to 2.50% of the original principal amount of the term loans, with the remaining balance paid at maturity. Additionally IMS Health is required to make scheduled quarterly payments on the Term B loans each equal to approximately 0.25% of the original principal amount of the term loans, with the remaining balance paid at maturity. IMS Health is also required to pay an annual commitment fee that ranges from 0.30% to 0.40% in respect of any unused commitments under the revolving credit facility.

At June 30, 2014, we had a $500 million revolving credit facility, of which $262 million was unused. The Senior Secured Credit Facilities are secured by a security interest in substantially all of Healthcare Technology Intermediate Holdings, Inc.’s, IMS Health’s and the subsidiary guarantors’ tangible and intangible assets, including the stock and the assets of certain of IMS Health’s current and certain future wholly-owned U.S. subsidiaries (and stock held by IMS Health’s current immediate direct parent holding company) and a portion of the stock of certain of IMS Health’s non-U.S. subsidiaries. In addition, certain of the assets of IMS Health’s Swiss subsidiaries have been pledged to secure any borrowings under the Senior Secured Credit Facilities by IMS AG. There have been no such borrowings to date.

Senior Notes

In February 2010, IMS Health issued an aggregate principal amount of $1 billion of senior unsecured notes due 2018 (“Old 12.5% Senior Notes”). In order to effect the Recapitalization, we conducted an exchange offer and consent solicitation to exchange the Old 12.5% Senior Notes for new 12.5% Senior Notes due 2018 (“New 12.5% Senior Notes” and, together with Old 12.5% Senior Notes, “12.5% Senior Notes”), and to solicit consents to proposed amendments to the indenture governing the Old 12.5% Senior Notes to permit the Recapitalization. The requisite consents were obtained and 99.96% of the holders of the Old 12.5% Senior Notes agreed to participate in the exchange and received New 12.5% Senior Notes in an equal principal amount. In connection with the IPO, the 12.5% Senior Notes were redeemed in April 2014 at a price equal to 100% of the principal amount of $1 billion, plus accrued interest of $17 million and a make-whole premium of $136 million.  We incurred a loss on extinguishment of debt of $189 million in the second quarter of 2014, consisting of the make-whole premium and the write-off of $53 million of debt issuance costs and discounts.

The Recapitalization also included a new offering of $500 million aggregate principal amount of 6% Senior Notes due 2020 (the “6% Senior Notes”). Interest is payable semi-annually each year. The 6% Senior Notes are guaranteed on a senior unsecured basis by IMS Health’s wholly-owned domestic subsidiaries that are guarantors under the Senior Secured Credit Facilities. The 6% Senior Notes have a three-year no call redemption period.

Senior PIK Notes

In August 2013, Healthcare Technology Intermediate, Inc., our wholly-owned subsidiary, issued $750 million of Senior PIK Notes. The Senior PIK Notes were unsecured obligations of Healthcare Technology Intermediate, Inc. and had a maturity date of September 1, 2018. Interest was to be paid semi-annually in March and September of each year, commencing March 1, 2014. Subject to certain restrictions, we may elect to pay a portion of the interest due on the outstanding principal amount of the Senior PIK Notes by issuing PIK Notes in a principal amount equal to the interest due. The proceeds, along with cash provided by us, were used to pay an approximate $753 million dividend to our shareholders and for the payment of fees and expenses of the transaction of approximately $17 million. In connection with the IPO, the Senior PIK Notes were redeemed in April 2014 at a price equal to 100% of the principal amount of $750 million, plus accrued interest of $6 million and a make-whole premium of $15 million.  We incurred a loss on extinguishment of debt of $30 million in the second quarter of 2014, consisting of the make-whole premium and the write-off of $15 million of debt issuance costs.

Costs incurred to issue debt are generally deferred and amortized as a component of interest expense over the estimated term of the related debt using the effective interest rate method. As of June 30, 2014, the unamortized balance of original issue discount reflected as a reduction to long term debt and fees and expenses related to the issuance of the debt included in Other assets was $26 million and $62 million, respectively. We recorded interest expense of $2 million and $9 million for the three months ended June 30, 2014 and 2013, respectively, and $12 million and $18 million for the six months ended June 30, 2014 and 2013, respectively, related to the amortization of these balances.

The financing arrangements provide for certain covenants and events of default customary for similar instruments, including in the case of the revolving credit facility and New Term Loans beginning with the fiscal quarter ending June 30, 2014, a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as defined in the 2014 Credit Agreement and a covenant to maintain a specified minimum interest coverage ratio. If an event of default occurs under any of our or our subsidiaries’ financing arrangements, the creditors under such financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements, and in the case of the lenders under the revolving credit facility and New Term Loans, other actions permitted to be taken by a secured creditor. At June 30, 2014, we were in compliance with the financial covenants under our financing arrangements.

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Severance, Impairment and Other Charges

As a result of ongoing cost reduction efforts, we recorded severance charges consisting of global workforce reductions to streamline our organization. The following table sets forth the activity in our severance-related reserves for the six months ended June 30, 2014:

(in millions)	2014  Plan(1)			2013  Plan(2)			2012  Plan(3)
Balance at December 31, 2013	$	—		$	12		$	6
Charges		15			—			—
Cash payments		(2	)		(3	)		(2	)
Balance at June 30, 2014	$	13		$	9		$	4

⁽¹⁾ In May 2014, we implemented a restructuring plan (the “2014 Plan”) and recorded a pre-tax severance charge of $15 million. We anticipate that there may be further charges recorded under the 2014 plan during the balance of fiscal 2014.  We expect that cash outlays related to the 2014 Plan will be substantially complete by the end of 2015.

⁽²⁾ In December 2013, we implemented a restructuring plan (the “2013 Plan”) and recorded a pre-tax severance charge of $12 million. We expect that cash outlays related to the 2013 Plan will be substantially complete by the end of 2015.

⁽³⁾ In December 2012, we implemented a restructuring plan (the “2012 Plan”) and recorded a pre-tax severance charge of $23 million. In the third quarter of 2013, $6 million of severance accruals were reversed. We expect that cash outlays related to the 2012 Plan will be substantially complete by the end of 2014.

Other charges

During the three and six months ended June 30, 2014, we recorded impairment charges of $10 million, $7 million of which related to impaired leases for properties in the U.S. and $3 million for the write-down of certain assets and contract-related charges for which we will not realize any future economic benefits.

During the three and six months ended June 30, 2013, we recorded impairment charges of $1 million and $2 million, respectively, related to impaired leases for properties vacated in the U.S. and contract-related charges for which we will not realize any future economic benefits.

Contingencies

We are exposed to certain known contingencies that are material to our investors. The facts and circumstances surrounding these contingencies and a discussion of their effect on us are included in Note 11 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q. These contingencies may have a material effect on our liquidity, capital resources or results of operations. In addition, even where our reserves are adequate, the incurrence of any of these liabilities may have a material effect on our liquidity and the amount of cash available to us for other purposes.

Management believes that we have made appropriate arrangements in respect of the future effect on us of these known contingencies. Management also believes that the amount of cash available to us from our operations, together with cash from financing, will be sufficient for us to pay any known contingencies as they become due without materially affecting our ability to conduct our operations and invest in the growth of our business.

Contractual Obligations

Following the redemption of our 12.5% Senior Notes and Senior PIK Notes in April 2014 and the March 2014 amendment to our Senior Secured Credit facilities, our future scheduled debt principal payments and estimated interest payments, including payments on our interest rate swaps, based on rates as of June 30, 2014 are $102 million for the remainder of 2014, $213 million for 2015, $209 million for 2016, $212 million for 2017, $222 million for 2018 and $3,495 million thereafter.

Recently Issued Accounting Standards

Information relating to recently issued accounting standards is included in Note 1 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, as well as information included in oral statements or other written statements made or to be made by us, contain statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, and other future conditions. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “envision,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” “contemplate” and other similar expressions, although not all forward-looking statements contain these identifying words. Examples of forward-looking statements include, among others, statements we make regarding:

· plans for future growth and other business development activities, including acquisitions;

· plans for capital expenditures;

· expectations for market and industry growth;

· financing sources;

· dividends;

· the effects of regulation and competition;

· foreign currency conversion; and

· all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place significant reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. Important factors that could cause actual results and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

· our data suppliers might restrict our use of or refuse to license data, which could lead to our inability to provide certain products or services;

· failure to meet productivity objectives under our internal business transformation initiatives could adversely impact our competitiveness and our ability to meet our growth objectives;

· we may be unsuccessful at investing in growth opportunities;

· we may not close announced acquisitions in the indicated timeframes or at all, and may not successfully integrate our acquisition targets or for other reasons may not achieve expected benefits of our acquisition transactions;

· data protection and privacy laws may restrict our current and future activities;

· breaches or misuse of our or our outsourcing partners’ security or communication systems could expose us, our clients, our data suppliers or others to risk of loss;

· hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements may adversely impact us;

· consolidation in the industries in which our clients operate may reduce the volume of products and services purchased by consolidated clients following an acquisition or merger;

· our ability to protect our intellectual property rights and our susceptibility to claims by others that we are infringing on their intellectual property rights; and

· the other risks identified in our registration statement on Form S-1 and any subsequent filings we make with the Securities and Exchange Commission.

The forward-looking statements in this Quarterly Report on Form 10-Q represent our views as of the date of this Report. We undertake no obligation to publicly update any forward-looking statements whether as a result of new information, future developments or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Other than the items noted below in the foreign exchange and interest rate risk sections, there have been no material changes to our quantitative and qualitative disclosures about market risk during the six months ended June 30, 2014 as compared to the

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quantitative and qualitative disclosures about market risk described in our prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”) on April 4, 2014 (the “Prospectus”).

Foreign exchange risk

Commencing in the second quarter of 2014, we utilize foreign currency forward contracts to minimize the impact of foreign exchange movements on non–functional currency assets and liabilities. The forward contracts are not designated as hedges and do not subject us to material balance sheet risk because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged. Additionally in the second quarter, we designated Euro currency borrowings (net of original issue discount) of €872 million ($1,191 million as of June 30, 2014) as hedges of our foreign currency exposures of the net investment in certain foreign affiliates. These long-term borrowings are designated as net investment hedges. See Note 5 to the Condensed Consolidated Financial Statements for more information.

Interest rate risk

In April 2014, we purchased U.S. Dollar denominated interest rate caps and U.S Dollar and Euro denominated interest rate swaps. These caps and swaps are designated as cash flow hedges and are being used to manage our exposure to interest rate changes. See Note 5 to the Condensed Consolidated Financial Statements for more information.

Venezuela

In February 2013, the Venezuelan government announced the devaluation of its currency and the official exchange rate was adjusted from 4.30 Bolívars to each U.S. dollar to 6.30. Our Swiss operating subsidiary, IMS AG, maintains certain account balances in Bolívars (mainly Cash and cash equivalents). As these balances are held in a non-functional currency of IMS AG, it is required that we mark-to-market these balances at each reporting date and reflect these movements as gains or losses in income. Approximately 2% of our consolidated cash and cash equivalents balance as of June 30, 2014 was held in Venezuelan Bolívars.

Since January 2010, Venezuela has been designated as hyper-inflationary, and as such, all foreign currency fluctuations are recorded in income for certain account balances at our local Venezuelan operating subsidiary. We recorded a pre-tax charge of approximately $14 million to Other (loss) income, net in the first quarter of 2013 related to the remeasurement of the IMS AG Venezuelan Bolívar account balances and the remeasurement of certain local Venezuelan account balances.

Recently, the Venezuelan government significantly expanded the use of the Supplementary Foreign Currency Administration System (“SICAD”) I exchange market and created a third exchange market called SICAD II. These markets have exchange rates significantly less favorable than the official exchange rate. As a result, we assessed our legal eligibility to access the available foreign exchange mechanisms, the transactions that would be eligible, and our past and expected future ability to transact through those mechanisms. Based on our analysis, we currently believe SICAD II represents the rate which best reflects the economics of our Venezuelan business activity, and as such, we concluded that we should utilize the SICAD II exchange rate to remeasure our Venezuelan Bolívar account balances as of June 30, 2014. The SICAD II rate at June 30, 2014 was approximately 50 Bolívars to one U.S. Dollar. As a result of the change to the SICAD II rate, we recorded a pre-tax charge of $49 million to foreign exchange loss within Other (loss) income, net in the second quarter of 2014. We will continue to monitor any future impact of these mechanisms on the exchange rate we use to remeasure our Venezuelan subsidiary’s financial statements.

As of June 30, 2014, the net assets, including cash and cash equivalents, held by our Venezuelan subsidiaries was less than 1% of our consolidated net assets and for the three and six months ended June 30, 2014, revenue generated by our Venezuelan subsidiaries was less than 1% of our consolidated revenue. Venezuela has foreign exchange and price controls which have historically limited our ability to convert Bolívars to U.S. dollars and transfer funds out of Venezuela. Additionally, government restrictions on the transfer of cash out of the country have limited our ability to repatriate cash; however, these restrictions have not impacted our ability to execute our business plans in Venezuela. It is not possible for us to predict the extent to which we may be affected by additional future changes in exchange rates and exchange controls imposed by the Venezuelan government.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits to the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

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The Company’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-14c and 15d-14c under the Exchange Act) as of June 30, 2014 (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting that occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Information in response to this Item is incorporated by reference to the information set forth under the heading “Legal Matters” in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission on April 4, 2014 (the “Prospectus”).

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed under the heading “Risk Factors” in the Prospectus.

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Item 6. Exhibits

			Incorporated by Reference
Exhibit Number	Exhibit Description	FiledHerewith	Form	File No.	Exhibit	Filing Date
10.1	Put Option Agreement, by and among IMS Health Incorporated and Cegedim SA, dated June 24, 2014.	X
31.1	Certification of Chief Executive Officer and President, 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 Senior 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 and President, 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 Senior 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) Condensed Consolidated Statements of Financial Position, (ii) Condensed Consolidated Statements of Comprehensive Loss, (iii) Condensed Consolidated Statements of Cash Flows, (iv) Condensed Consolidated Statements of Shareholders’ Equity, and (v) Notes to Condensed Consolidated Financial Statements.	X

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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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 July 30, 2014.

IMS HEALTH HOLDINGS, INC.

/s/ Ronald E. Bruehlman

Ronald E. Bruehlman

Senior Vice President and Chief Financial Officer

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

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EX-10.1

Exhibit 10.1

PUT OPTION AGREEMENT

dated as of June 24, 2014

between

IMS HEALTH INCORPORATED

and

CEGEDIM SA

TABLE OF CONTENTS

ARTICLE I INTERPRETATION		1
ARTICLE II PUT OPTION		1
ARTICLE III PURCHASE PRICE		2
ARTICLE IV EXERCISE OF THE PUT OPTION		2
4.1	Exercise Period	2
4.2	Expiration of Put Option	2
4.3	Further Provisions	2
ARTICLE V EXECUTION OF DRAFT MAA		3
ARTICLE VI INTERIM PERIOD		3
6.1	Conduct of Business	3
6.2	Merger Control	3
ARTICLE VII EXCLUSIVITY		3
7.1	Exclusivity Undertaking	3
7.2	Standstill Period	4
ARTICLE VIII INFORMATION/CONSULTATION PROCESS		4
8.1	Initiation of Information/Consultation Process	4
8.2	Offeror’s Assistance	4
8.3	Duties of Beneficiary	4
ARTICLE IX REPRESENTATIONS AND WARRANTIES OF THE PARTIES		5
9.1	Offeror’s Representations and Warranties	5
9.2	Beneficiary’s Representations and Warranties	6
ARTICLE X MISCELLANEOUS PROVISIONS		7
10.1	Confidentiality/Announcements	7
10.2	Transfer	7
10.3	Costs	7
10.4	Binding Provisions	8
10.5	Whole Agreement, Severability	8
10.6	Notices	9
10.7	Governing Law and Jurisdiction	10

i

LIST OF EXHIBITS

Exhibit A	Draft Master Acquisition Agreement
Exhibit 4.3(b)	Exercise Letter
Exhibit 10.1(a)	Announcement

ii

PUT OPTION AGREEMENT

This Put Option Agreement (together with the Exhibits attached hereto, this “Agreement”) is made as of the 24th day of June, 2014, between IMS HEALTH INCORPORATED, a corporation organized under the Laws of Delaware having its registered office located 83 Wooster Heights Road, Danbury, Connecticut 060810, USA, registered with EIN number 06-1506026 (the “Offeror”), and Cegedim SA (the “Beneficiary”), a société anonyme organized under the Laws of France, having its registered office located 127/137 rue d’Aguesseau, registered with the Registry of Commerce of Nanterre under number 350 422 622, acting on its behalf and on behalf of the Seller Parties, for which it will procure (porte-fort) performance. Offeror and Beneficiary are referred to herein individually as “Party” or collectively as “Parties”.

WITNESSETH:

WHEREAS, Beneficiary is, amongst other activities, directly and through its direct and indirect Subsidiaries, engaged in the Business.

WHEREAS, Offeror wishes to purchase and acquire, directly and through certain of its Subsidiaries, the Business by purchasing and acquiring the shares in the Sold Companies and certain other assets, and assuming certain liabilities from Beneficiary (the “Contemplated Transaction”), each in accordance with the terms and subject to the conditions of the draft Master Acquisition Agreement attached as Exhibit A hereto (the “Draft MAA”).

WHEREAS, the purpose of this Put Option Agreement (the “Agreement”) is to set forth the terms and conditions under which Offeror is granting to Beneficiary a firm, irrevocable, unconditional and binding promise to acquire the Business from Beneficiary, at Beneficiary’s sole option in accordance with the procedures set out below and the terms and subject to the conditions set forth in the Draft MAA.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I

INTERPRETATION

Capitalized terms used herein and that are not otherwise defined shall have the meaning ascribed to such terms in the Draft MAA.

ARTICLE II

PUT OPTION

Under the terms and subject to the conditions set forth in this Agreement, Offeror hereby irrevocably and unconditionally grants to Beneficiary a binding promise to purchase and acquire directly or through its Designated Transferees (the “Put Option”), which Beneficiary may at its sole discretion elect to exercise, the Business by purchasing and acquiring the shares in the Sold Companies and certain other assets, and assuming certain liabilities from Beneficiary, each in accordance with the terms and subject to the conditions set forth in the Draft MAA.

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Beneficiary accepts the benefit of the Put Option as an option solely, without hereby undertaking to exercise it. It is expressly agreed by Offeror that this acceptance shall not constitute, in any manner whatsoever, an undertaking by Beneficiary to sell to Offeror any of the shares in the Sold Companies and those certain other assets as set forth in the Draft MAA, but that it shall only constitute an option to Beneficiary, exercisable in its sole discretion.

Offeror hereby expressly acknowledges that Beneficiary would not have announced the Contemplated Transaction if Offeror was not irrevocably and unconditionally bound to purchase the Business under the terms of this Agreement and the Draft MAA and consequently (i) irrevocably undertakes not to withdraw, revoke or modify the Put Option in any respect whatsoever without Beneficiary’s prior written consent and (ii) agrees to specific performance measures.

ARTICLE III

PURCHASE PRICE

In the event that the Put Option is exercised by Beneficiary, the Purchase Price shall be determined and paid in accordance with the Draft MAA.

ARTICLE IV

EXERCISE OF THE PUT OPTION

4.1 Exercise Period

Subject to the provisions of Sections 4.2 and 4.3 below, the Put Option shall be exercisable by Beneficiary during a period of thirty (30) days (the “Exercise Period”) as from the Consultation Completion Date (as defined in Section 8.1 below).

4.2 Expiration of Put Option

The Put Option shall remain in force during a period starting on the date hereof and ending at 11:59 pm (Paris time) on November 30, 2014 (the “Expiration Date”). The Put Option will automatically expire at 00:00 (Paris time) on the day immediately following the Expiration Date.

4.3 Further Provisions

(a) Beneficiary shall be entitled to terminate at its own discretion at any time this Agreement, in which case Offeror shall be released from the Put Option, provided however, that Sections 7.1 (Exclusivity), 10.1 (Confidentiality), 10.3 (Costs) and 10.7 (Governing Law and Jurisdiction) shall survive until their respective expiration date, if any.

(b) Beneficiary shall be entitled to exercise the Put Option, if not expired or terminated in accordance with paragraph (a) above, by sending to Offeror a letter indicating such exercise in the form attached hereto as Exhibit 4.3(b) (the “Exercise Letter”). The Put Option shall then be deemed to be exercised on the day of receipt by Offeror of the Exercise Letter and the Offeror shall then become irrevocably bound to sign the Draft MAA and implement the Draft MAA in accordance with its terms.

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(c) In the event Beneficiary does not elect to exercise the Put Option on or before 11:59 pm (Paris time) on the Expiration Date, this Agreement shall terminate automatically and immediately on the Expiration Date, unless agreed otherwise in writing between the Parties hereto.

ARTICLE V

EXECUTION OF DRAFT MAA

Upon due exercise of the Put Option by Beneficiary, Offeror undertakes, on a date mutually agreed between the Parties which shall not be later than fifteen (15) days following the day of receipt by Offeror of the Exercise Letter, to execute the Draft MAA concurrently with its execution by Beneficiary.

ARTICLE VI

INTERIM PERIOD

6.1 Conduct of Business

From the date hereof until the earlier of (i) the date of execution by Offeror and Beneficiary of the Draft MAA, (ii) the date of termination of this Agreement in accordance with Section 4.3(a) and (iii) the Expiration Date (the “Put Option Period”), the Parties shall be bound by the terms provided under Section 7.1 of the Draft MAA, which shall apply mutatis mutandis during the Put Option Period.

6.2 Merger Control

The Parties agree that, notwithstanding the fact that the Put Option has not been exercised, the provisions of Section 7.3 of the Draft MAA will apply as from the date hereof.

ARTICLE VII

EXCLUSIVITY

7.1 Exclusivity Undertaking

Throughout the Standstill Period, Beneficiary undertakes not to, and to procure that its Affiliates and Mr. Jean-Claude Labrune and his Affiliates will not, directly or indirectly (i) solicit, entertain or encourage (including by providing information) any inquiries or proposals regarding, (ii) continue or enter into negotiations with respect to, or (iii) enter into any agreement or other understanding providing for, a (a) direct or indirect acquisition or purchase of any interest in, or business combination involving, the Business, or (b) any other transaction that would prevent or delay the Contemplated Transaction, in each case with a third-party; it being expressly acknowledged and agreed by Offeror that the provisions of this paragraph shall in no event prevent or delay the consummation by Beneficiary of the reorganization measures set forth in Section 2.1 of the Draft MAA.

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7.2 Standstill Period

For the purpose of this Agreement, “Standstill Period” shall mean the period commencing on the date hereof and expiring on the earlier of (i) the date of execution by Offeror and Beneficiary of the Draft MAA, and (ii) the Expiration Date.

ARTICLE VIII

INFORMATION/CONSULTATION PROCESS

8.1 Initiation of Information/Consultation Process

Beneficiary shall, and shall procure that the relevant Companies will, initiate within ten (10) Business Days as from the date hereof the information/consultation process of the following bodies (i) Comité d’entreprise de l’Unité Economique et Sociale Boulogne (France), (ii) Comité d’entreprise de l’Unité Economique et Sociale Montargis (France), (iii) Comité Empresa Barcelona (Spain), (iv) Comité Empresa Madrid (Spain), (v) Betriebsrat (Germany), (vi) Committee voor Veiligheid en Welzijn op het Werk (Belgium) and (vii) Ondernemingsraad (Netherlands) (the “Employees’ Representative Institutions”) with respect to the Contemplated Transaction (the “Information/Consultation Process”), with a view to obtain all the opinions of the Employees’ Representative Institutions (the “Consultation Completion Date”) as soon as reasonably possible after the date hereof.

8.2 Offeror’s Assistance

Offeror shall use reasonable best efforts to assist Beneficiary and the relevant Companies in connection with the Information/Consultation Process. In particular, Offeror shall (i) provide information reasonably requested by Beneficiary in relation to the Contemplated Transaction, and (ii) have an Offeror’s senior authorized representative appointed by Offeror to attend meetings with the Employees’ Representative Institutions, if so required by Beneficiary.

8.3 Duties of Beneficiary

As part of the Information/Consultation Process, Beneficiary shall (and shall procure that the relevant Companies shall):

(a) provide Offeror with copies of each communication, submission, notification or filing to be sent to the Employees’ Representative Institutions (or to any adviser appointed by such Employees’ Representative Institutions) in connection with the Consultation Process with reasonable notice prior to sending or, in respect of each communication, submission, notification or filing received from the Employees’ Representative Institutions (or from any adviser appointed by the Employees’ Representative Institutions), promptly following such receipt;

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(b) keep Offeror informed of the progress of the Information/Consultation Process and of any issues arising thereof at least on a weekly basis and, in any case, following each meeting with Employees’ Representative Institutions or their advisers (and respond promptly to Offeror’s reasonable enquiries in relation thereto); and

(c) not give any undertaking or make any commitment or representation to the Employee Representative Institutions, unless Offeror has given its prior written consent to such undertaking, representation or commitment.

ARTICLE IX

REPRESENTATIONS AND WARRANTIES OF THE PARTIES

9.1 Offeror’s Representations and Warranties

Offeror hereby represents and warrants to Beneficiary that:

(a) it is a corporation validly existing under the laws of Delaware;

(b) it has the power to execute this Agreement, the Draft MAA and each of the other transfer documents contemplated thereby, including for the avoidance of doubt the Ancillary Agreements, (the “Other Transaction Documents”) to which it is or will be a party, and to perform its obligations under each of them, and it has taken all action necessary to authorise such execution and the performance of such obligations;

(c) this Agreement has been, and each of the Draft MAA and the Other Transaction Documents when executed will be, duly executed by Offeror and, in each case, constitutes the valid, binding and enforceable obligation of Offeror, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally;

(d) except for the Merger Clearances and as set forth in Schedule 6.2(a) to the Draft MAA, no notices, reports or other filings are required to be made by Offeror or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Offeror or its Subsidiaries from, any Governmental Entity under any Laws or Permits, as a result of, in connection with, or as a condition to the execution of this Agreement, the Draft MAA and the Other Transaction Documents by Offeror and the consummation of the transactions contemplated hereby and thereby;

(e) except as provided in Schedule 6.2(b) to the Draft MAA, the execution and performance of this Agreement, the Draft MAA and the Other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) constitute or result in a breach or violation of, or a default (with or without notice, lapse of time or both) under, the

5

Governing Documents of Offeror or any of its Subsidiaries, or (ii) conflict with or result in a breach or violation of, constitute a default under, result in the acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any agreement, Permit, instrument or other arrangement to which Offeror or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject;

(f) except as provided in Schedule 6.2(c) to the Draft MAA, the execution and performance by Offeror of this Agreement, the Draft MAA and the Other Transaction Documents does not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in any violation in any material respect of any Laws or Permits to which Offeror or any of its Subsidiaries is subject; and

(g) it will (i) on the Signing Date have the capacity to fund the Estimated Purchase Price that will become payable on the Closing Date using cash and/or available credit lines, and (ii) on the Closing Date, have sufficient funds available to it to pay any amounts payable pursuant to the Draft MAA and the Other Transaction Documents and to effect the transactions contemplated hereby and thereby.

9.2 Beneficiary’s Representations and Warranties

Beneficiary hereby represents and warrants to Offeror that:

(a) it is a société anonyme duly incorporated and validly existing under the Laws of France with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorize the execution and performance of its obligations under, this Agreement;

(b) this Agreement has been duly executed by Beneficiary and constitutes a valid, binding and enforceable obligation of Beneficiary, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally;

(c) the execution by Beneficiary of this Agreement does not, and the performance of its obligations hereunder will not, (i) constitute or result in a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Governing Documents of Beneficiary or any of its Subsidiaries, or (ii) conflict with or result in a breach or violation of, constitute a default under, result in the acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under, any agreement, Permit, instrument or other arrangement to which Beneficiary or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject;

(d) the execution of this Agreement does not, and the performance of its obligations hereunder will not, constitute or result in any violation in any material respect of any Laws or Permits to which Beneficiary or any of its Subsidiaries is subject.

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ARTICLE X

MISCELLANEOUS PROVISIONS

10.1 Confidentiality/Announcements

(a) Upon the execution of this Put Option Agreement, the Parties shall make an announcement in the respective form attached as Exhibit 10.1(a) hereto. Subject to Section 10.1(b) below, each Party shall (and shall procure that each of its respective Affiliates, and each of its and their respective advisers and connected persons, shall) not make any other announcement concerning the Contemplated Transaction or any related or ancillary matter.

(b) Until the expiration of an twelve (12) months period as from the date of this Agreement, each Party agrees that all information provided or otherwise made available to it or any of its Representatives in connection with the transactions contemplated hereby, the Draft MAA and the Other Transaction Documents shall be confidential and may not be disclosed in any way without the prior written consent of the other Party (except for those information disclosed (i) in the announcements referred to in Section 10.1(a) above in the respective form attached as Exhibit 10.1(a) hereto, (ii) as part of the Information/Consultation Process, (iii) for purposes of the Merger Clearances, (iv) for the filing to be made by Beneficiary to the French Autorité des marchés financiers (“AMF”) pursuant to article 236-6 of the general rules of the AMF, (v) in announcements, disclosures or filings required by Law, including requirements by the AMF, the U.S. Securities and Exchange Commission, NYSE Euronext or the New York Stock Exchange and (vi) for any filings or disclosure to any Tax Authority). Nothing in this Section 10.1(b) shall limit or otherwise restrict (i) the applicability of any other confidentiality or similar provisions included in any of the Draft MAA and the Other Transaction Documents or any other agreement between the Parties. Notwithstanding the provisions of this Section 10.1(b) or any other provision of this Agreement, the Parties acknowledge and agree that all information disclosed or otherwise discovered by the Parties pursuant to this Section 10.1(b) shall be used solely for the purpose of evaluating the Contemplated Transaction and that no such information shall be used for any other purpose.

10.2 Transfer

None of the rights or obligations under this Agreement may be assigned or transferred without the other Party’s prior written consent.

10.3 Costs

Unless otherwise provided (in particular in the draft MAA), each Party shall bear the costs and expenses incurred by it in connection with the negotiation, preparation and implementation of this Agreement and the Contemplated Transaction.

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10.4 Binding Provisions

(a) It is expressly understood and agreed that this Agreement constitutes a firm, irrevocable, unconditional and binding promise by Offeror to enter into the Draft MAA and otherwise consummate the Contemplated Transaction in accordance with the terms and conditions hereof and of the Draft MAA. Accordingly, Beneficiary shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement, and, in the event of a failure by Offeror to perform its obligations under this Agreement, Beneficiary may require specific performance of the sale of the shares in the Sold Companies and those certain other assets as described in the Draft MAA and of any other provision of this Agreement. Offeror hereby expressly waives the benefit of the provisions of Article 1142 of the French civil code and acknowledges and agrees to be responsible for all costs and expenses incurred by Beneficiary or its Affiliates in relation to such specific performance.

(b) Similarly, Offeror shall be entitled to seek an injunction or injunctions to prevent breaches of the provisions of this Agreement.

(c) The provisions of Sections 10.1, 10.3 and 10.7 shall survive the termination or expiration of this Agreement, as shall any rights accruing hereunder prior to such termination or expiration, except upon signature of the Draft MAA by the Parties whereby all provisions of the Agreement shall be terminated.

10.5 Whole Agreement, Severability

(a) This Agreement contains the whole agreement between the Parties relating to the transactions contemplated by it and supersedes all previous agreements, whether oral or in writing, between the Parties relating to these transactions. Furthermore, this Agreement may only be amended in writing and where such amendment is signed by both Parties.

(b) Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction, the Parties agree to use reasonable efforts, and agree to cause their Subsidiaries to use reasonable efforts, to substitute one or more valid, legal and enforceable provisions that, insofar as practicable, implement the purposes of the prohibited or unenforceable provision.

(c) The non-exercise by Beneficiary or Offeror of any right under this Agreement shall not in any manner be interpreted or deemed to be a waiver of the same or any other breach on any other occasion and shall not in any manner affect or weaken the right of that Party to exercise such right.

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10.6 Notices

All notices and communications hereunder shall be in writing and shall be deemed to have been received:

(a) If delivered by hand against an acknowledgment of delivery, on its delivery date;

(b) If sent by facsimile, on the next Business Day following the date of sending of such facsimile; or

(c) If sent by registered mail with acknowledgment of receipt or by international courier service, on the third Business Day following the date of sending;

Provided that if, in accordance with the above provisions, any such notice or other communication would be deemed to have been received after 5.00 p.m. on a Business Day, such notice or other communication shall be deemed to have been received at 9.00 a.m. on the next Business Days.

(a) If to Beneficiary, to

Cegedim SA

127-137, rue d’Aguesseau

92641 Boulogne-Billancourt

France

Attention: CEO

Copy: Legal director

Phone: +33 1 49 09 22 00

Fax: +33 1 49 09 24 62

with a copy (which shall not constitute notice) to:

Ashurst LLP

18, square Edouard VII

75009 Paris

France

Attention: Yann Gozal

Phone: +33 1 53 53 53 75

Fax: +33 1 53 53 53 54

(b) If to Offeror, to:

IMS Health Incorporated

83 Wooster Heights Road

Danbury, CT 06810

USA

Attention: General Counsel

Phone: +1 203 448 4608

Fax: +1 203 448 4668

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with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

Rue de la Loi 57

1040 Brussels

Belgium

Attention: Jacques Reding

Phone: +32 2 287 2000

Fax: +32 2 231 1661

Such names and addresses may be changed by written notice to each Person listed above.

10.7 Governing Law and Jurisdiction

(a) This Agreement shall be governed by and construed in accordance with the Laws of France (without regard to the choice of Law provisions thereof).

(b) If there shall be any dispute, controversy or claim between the Parties arising out of, relating to, or connected with this Agreement (“Dispute”), the breach, termination or invalidity hereof, or the provisions contained herein or omitted herefrom, the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair and equitable to the Parties. If one Party notifies the other Party that a Dispute has arisen and the Parties to such Dispute are unable to resolve the Dispute within 30 (thirty) days from such notice, then the matter shall be referred to the chief executive officers of IMS and Cegedim, who shall act by mutual agreement on all such matters. No recourse to arbitration under this Agreement shall take place unless and until the chief executive officers of IMS and Cegedim have been unable to resolve the Dispute within 30 (thirty) days after the expiration of the 30 (thirty) day period referred to above.

(c) All Disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be London (United Kingdom). The language of the arbitration shall be English.

(d) Each Party shall nominate one arbitrator within 20 (twenty) Business Days after delivery of the request for arbitration. In the event a Party fails to nominate an arbitrator, upon request of either Party, such arbitrator shall instead be appointed by the ICC within 20 (twenty) Business Days of receiving such request. The two arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator within thirty days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator, then, upon request of either Party, the third arbitrator shall be appointed by the ICC within 20 (twenty) Business Days of receiving such request. The third arbitrator shall serve as Chairman of the Arbitral Tribunal.

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(e) Except as may be required by applicable Law, stock exchange rules or court order, the Parties agree to maintain confidentiality as to all aspects of any arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding such arbitration for purposes of proceedings to enforce this Section or to enforce the award or for purposes of seeking provisional remedies from a court of competent jurisdiction. The Parties further agree to obtain the arbitrators’ agreement to preserve the confidentiality of the arbitration.

(The next page is a signature page)

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Signed in Paris, on June 24, 2014 in two (2) originals.

For Offeror

/s/ James Berkshire
By:	James Berkshire
Title:	Attorney-in-Fact
For Beneficiary
/s/ Pierre Marucchi
By:	Pierre Marucchi
Title:	Managing Director

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EXHIBIT A

DRAFT MASTER ACQUISITION AGREEMENT

dated as of [•] 2014

between

IMS HEALTH INCORPORATED

and

CEGEDIM SA

TABLE OF CONTENTS

ARTICLE I SALE AND PURCHASE OF THE BUSINESS		1
1.1	Sale and Purchase of the Business	1
1.2	Designated Transferees; Seller Parties	2
1.3	Sale and Transfer Documentation	3
1.4	Purchase Price	3
1.5	Estimated Purchase Price	4
1.6	Closing Date Accounts and Adjustment of Estimated Purchase Price	4
1.7	Payments	8
1.8	Withholding	8
1.9	Purchase Price Allocation	9
ARTICLE II SEPARATION OF BUSINESS FROM SELLER’S GROUP		9
2.1	Reorganization Measures to be Implemented prior to Closing	9
2.2	Termination and Settlement of Cash Pooling	10
2.3	Termination of Affiliate Arrangements	10
2.4	Use of Seller’s Trademark and Domain Names	11
2.5	Insurance	11
2.6	Transitional Services	11
2.7	Licenses for Databases and Software	12
2.8	Services and Data Supply	12
ARTICLE III CLOSING AND TERMINATION		12
3.1	Closing	12
3.2	Closing Transactions and Deliveries	13
3.3	Inter-Conditionality	14
3.4	Termination	14
3.5	Effect of Termination	14
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLER		15
4.1	Corporate Existence and Power of Seller	15
4.2	Consents; No Conflicts	16
4.3	Organization of the Companies	16
4.4	Sold Assets	17
4.5	Financial Statements	17
4.6	Property	18
4.7	Sufficiency of Assets	18
4.8	Litigation and Disputes	18
4.9	Employees	19
4.10	Employee Benefits	19
4.11	Intellectual Property	20
4.12	Software and IT Systems	20
4.13	Taxes	21
4.14	Absence of Certain Changes	21
4.15	Compliance with Laws	22
4.16	Data Protection	23
4.17	Insurance	23
4.18	Affiliate Interests	23
4.19	Suppliers and Customers	23
4.20	Brokers and Finders	24
4.21	Reliance	24
4.22	Update of Disclosure Schedules	24

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ARTICLE V ADDITIONAL DISCLOSURE BY SELLER		25
5.1	Organization of the Companies	25
5.2	Property	25
5.3	Employees	25
5.4	Employee Programs	26
5.5	Intellectual Property	27
5.6	Bank Accounts	29
5.7	Contracts and Commitments	29
5.8	Insurance	29
5.9	Suppliers and Customers	30
5.10	Tax	30
5.11	Update of Information	31
ARTICLE VI REPRESENTATIONS AND WARRANTIES OF PURCHASER		31
6.1	Corporate Existence and Power	31
6.2	Consents; No Conflicts	32
6.3	Availability of Funds	32
6.4	Absence of Litigation	32
6.5	Brokers and Finders	33
6.6	Designated Transferees	33
ARTICLE VII CERTAIN COVENANTS AND AGREEMENTS		33
7.1	Conduct of Business Prior to the Closing Date	33
7.2	Best Efforts	36
7.3	Antitrust Notification and Procedures	36
7.4	Access to Information	38
7.5	Audited SEC Financial Statements	39
7.6	Notices of Developments	40
7.7	Replacement of Seller Guarantees	40
7.8	Public Announcement	40
7.9	Confidentiality	41
7.10	Employee Matters	41
7.11	Intellectual Property	43
7.12	Cooperation	45
ARTICLE VIII TAX MATTERS		46
8.1	Preparation and Filing of Tax Returns; Payment of Taxes	46
8.2	Cooperation on Tax Matters	47
8.3	Straddle Period	48
8.4	Value Added Taxes	49
ARTICLE IX NON-COMPETITION AND NON-SOLICITATION		50
9.1	Non-Competition	50
9.2	Non-Solicitation	50
9.3	Exceptions	51
ARTICLE X CLOSING CONDITIONS		51
10.1	Conditions to Each Party’s Obligations to Effect the Closing	51
10.2	Conditions to Obligations of Purchaser	52
10.3	Conditions to Obligations of Seller	52
ARTICLE XI INDEMNIFICATION		52
11.1	Indemnification by Seller	52

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11.2	Indemnification by Purchaser	54
11.3	Certain Limitations	54
11.4	Survival	55
11.5	Claims for Indemnification	56
11.6	Notice and Opportunity to Defend	56
11.7	Effect of Investigation or Knowledge; Limitations on Liability; Other	58
ARTICLE XII DEFINITIONS AND INTERPRETATION		60
12.1	Definitions	60
12.2	Interpretation	72
ARTICLE XIII MISCELLANEOUS		72
13.1	Notices	72
13.2	Governing Law; Dispute Resolution	73
13.3	Headings	74
13.4	Entire Agreement	74
13.5	Amendment and Modification	75
13.6	Expenses; Taxes	75
13.7	Binding Effect, Benefits	75
13.8	Severability	75
13.9	Assignability	76
13.10	Specific Performance	76
13.11	Schedules	76

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LIST OF EXHIBITS

Exhibit A	Description of the Business
Exhibit B	Carved out Activities
Exhibit 1.1(a)	Sold Companies
Exhibit 1.1(c)	Seller Parties, Sold Assets, Assumed Liabilities
Exhibit 1.3(a)	Form of Local SPA
Exhibit 1.3(b)	Form of Local APA
Exhibit 1.4(b)	Definition Cash and Financial Debt
Exhibit 1.4(c)	Definition Net Working Capital
Exhibit 1.6(a)	Accounting Principles
Exhibit 1.9	Purchase Price Allocation
Exhibit 2.1(a)	Reorganization Measures to be Implemented prior to Closing
Exhibit 2.2(a)	Cash Pool Companies, Structure of Local Cash Pools and Parent Cash Pools
Exhibit 2.3	Continuing Affiliate Arrangements
Exhibit 2.4(a)	Form of Trademark License Agreement
Exhibit 2.6(a)	IT Separation Services Agreement
Exhibit 2.6(b)	Transitional Services Agreement
Exhibit 2.6(c)	Printing Services Agreement
Exhibit 2.6(d)	Intercompany Services
Exhibit 2.7	Forms of License and Distribution Agreements
Exhibit 2.8(a)(i)	Template Certain for Data Supply and Services Agreements
Exhibit 2.8(a)(ii)	Terms sheets for Data Supply and Services Agreements
Exhibit 3.2(m)	Form of FIRPTA Statement
Exhibit 7.1	Seller’s Permissible Conduct Prior to Closing
Exhibit 7.3(a)	Jurisdictions for Merger Clearances
Exhibit 7.3(e)	Guidelines for Disposals
Exhibit 7.7	Seller Guarantees to be Replaced by Purchaser
Exhibit 7.8	Public Announcement
Exhibit 8.2(f)	Form of Exit Agreement
Exhibit 7.11(d)(A)	Certain Business Products
Exhibit 7.11(d)(B)	Certain Business Products
Exhibit 9.1	Scope of Seller’s Non-Compete Obligation
Exhibit 9.2	Scope of Seller’s Non-Solicitation Obligation
Exhibit 10.2(b)	Certain Minority Interests
Exhibit 11.5	Certain Indemnification Events
Exhibit 12.1(i)	Currency Exchange Rates
Exhibit 12.1(ii)	Specific Indemnity Event

iv

EXHIBIT A

MASTER ACQUISITION AGREEMENT

This Master Acquisition Agreement (together with the Exhibits and Schedules attached hereto, this “Agreement”) is made as of the [•] day of [•], 2014, between IMS HEALTH INCORPORATED, a corporation organized under the Laws of Delaware having its registered office located 83 Wooster Heights Road, Danbury, Connecticut 060810, USA, registered with EIN number 06-1506026 (the “Purchaser”), and Cegedim SA, a société anonyme organized under the Laws of France, having its registered office located 127/137 rue d’Aguesseau, registered with the Registry of Commerce of Nanterre under number 350422622 (the “Seller”). Purchaser and Seller are referred to herein individually as “Party” or collectively as “Parties”.

WITNESSETH:

WHEREAS, as of the date hereof (the “Signing Date”), Seller is, amongst other activities, directly and through its direct and indirect Subsidiaries, engaged in the business described in Exhibit A (the “Business”).

WHEREAS, Seller Parties (as hereinafter defined) wish to sell and transfer the Business to Purchaser by selling and transferring the shares in the companies set forth in Exhibit 1.1(a) under the heading “Sold Companies” (collectively, the “Sold Companies”) and certain other assets and liabilities, and Purchaser wishes to purchase and acquire, directly and through certain of its Subsidiaries, the Business by acquiring the shares in the Sold Companies and certain other assets, and assuming certain liabilities from Seller Parties (as hereinafter defined), each subject to the terms and conditions set forth in this Agreement. The Sold Companies and their Subsidiaries set forth in Schedule 4.3(c) are referred to herein as the “Companies”.

WHEREAS, the assets and activities set forth in Exhibit B, which are to be carved out from the Companies prior to the Closing (the “Retained Assets”), shall not be deemed part of the defined terms “Business”, “Sold Companies” and “Companies”.

WHEREAS, Seller and Purchaser entered into a Put Option Agreement (the “Put Option Agreement”) dated June 24, 2014 (the “Put Option Date”), pursuant to which Purchaser granted to Seller Parties (as hereinafter defined) a firm and binding promise to acquire the Business from Seller Parties (as hereinafter defined), at Seller’s sole option, in accordance with the terms and subject to the conditions set forth therein. On [•] 2014, Seller exercised its put option.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I

SALE AND PURCHASE OF THE BUSINESS

1.1 Sale and Purchase of the Business

(a) On the Closing Date, subject to the terms and conditions set forth in this Agreement, Seller shall, and shall procure that the relevant Seller Parties will, sell, assign and transfer, and Purchaser shall purchase and acquire, all of Seller’s and the relevant Seller Parties’ right, title and interest in and to the shares in the Sold Companies as set forth in Exhibit 1.1(a) (the “Shares”).

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(b) The Shares shall be sold free and clear of all Encumbrances other than Permitted Encumbrances, with economic effect as of the Closing Date and including the dividend rights to all profits not yet distributed by the Sold Companies on the Closing Date.

(c) On the Closing Date, subject to the terms and conditions set forth in this Agreement, Seller shall procure that the Seller Parties set forth in Exhibit 1.1(c) sell, assign and transfer, and Purchaser shall (i) purchase and acquire all of such Seller Parties’ right, title and interest in and to the assets set forth in Exhibit 1.1(c) (the “Sold Assets”), and (ii) assume all of their obligations and liabilities set forth in Exhibit 1.1(c) (the “Assumed Liabilities”). The Sold Assets shall be sold free and clear of all Encumbrances other than Permitted Encumbrances.

1.2 Designated Transferees; Seller Parties

(a) Purchaser shall be entitled to identify in writing one or more of its Subsidiaries (the “Designated Transferees”) which shall purchase and acquire any or all of the Shares and the Sold Assets and/or assume any or all of the Assumed Liabilities in lieu of Purchaser, by providing Seller with a written notification specifying the Designated Transferee(s) (including their registered office, identification number and all relevant information necessary to satisfy money laundering enquiries) and the respective Shares, Sold Assets and Assumed Liabilities (the “Acquisition Notice”), provided (i) such Acquisition Notice is received by Seller not less than twenty (20) Business Days prior to the Closing Date, (ii) such substitution has no detrimental effect to the Seller Parties under this Agreement, and (iii) Purchaser shall be jointly (solidairement) liable with the Designated Transferees for all obligations under this Agreement. Purchaser shall procure that the Designated Transferee(s) acquire the relevant Shares and/or Sold Assets, and assume the Assumed Liabilities, on the Closing Date.

(b) For the avoidance of doubt, the Parties agree that Purchaser (i) shall remain liable for all its obligations arising under this Agreement, (ii) hereby irrevocably guarantees the fulfillment of any liabilities and obligations of the Designated Transferee(s) arising out of or in connection with the acquisition of the Shares and/or Sold Assets, and the assumption of the Assumed Liabilities, and (iii) shall be responsible for exercising all rights and remedies, if any, on behalf of any Designated Transferee.

(c) Seller (i) hereby irrevocably guarantees the fulfillment of any liabilities and obligations of the Seller Parties arising out of or in connection with the sale and transfer of the Shares, the Sold Assets, and the Assumed Liabilities, and (ii) shall be responsible for exercising all rights and remedies, if any, on behalf of any other Seller Parties.

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1.3 Sale and Transfer Documentation

(a) The sale and transfer of the Shares shall be implemented pursuant to share purchase and transfer agreements to be executed between the relevant Seller Parties and Purchaser or a respective Designated Transferee (the “Local SPAs”) at Closing, substantially in the form attached as Exhibit 1.3(a), subject only to adjustments to reflect the mandatory requirements of local Law.

(b) The sale and transfer of the Sold Assets and the assumption of the Assumed Liabilities shall be implemented pursuant to asset purchase and transfer agreements to be executed between the relevant Seller Parties and Purchaser or a respective Designated Transferee (the “Local APAs”; together with the Local SPAs, the “Local Transfer Agreements”) at Closing, substantially in the form attached as Exhibit 1.3(b), subject only to adjustments to reflect the mandatory requirements of local Law.

(c) In the event of a conflict between this Agreement and a Local Transfer Agreement (in the form actually executed), the provisions of this Agreement shall prevail. Purchaser shall not exercise, and shall procure that no Designated Transferee exercises, any rights, or makes any claim, under any of the Local Transfer Agreement other than the claim for the transfer of title to the relevant Shares and Sold Assets or its registration and for the assumption of the Assumed Liabilities. Seller shall not exercise, and shall procure that the relevant Seller Parties do not exercise, any rights, or make any claim, under any of the Local Transfer Agreements other than the claim for payment of the purchase price as set forth in any such agreement.

1.4 Purchase Price

(a) The purchase price payable by Purchaser as consideration for the sale and transfer of the Shares and the Sold Assets and for the assumption of the Assumed Liabilities shall be an amount of

EUR 385,000,000

(in words: Euro three hundred eighty-five million)

(i) plus the Cash (it being specified that item 1(a) of the definition of “Cash” in Exhibit 1.4(b) shall not exceed the excess of (i) EUR 10,000,000 (ten million euros) over (ii) the amount of overdraft facilities);

(ii) minus the Financial Debt;

(iii) minus the Straddle Period Liability;

(iv) plus the amount by which the Net Working Capital exceeds the Target Net Working Capital, or minus the amount by which the Net Working Capital falls short of the Target Net Working Capital;

(v) minus the Revenue Adjustment Amount, if any

(such amount as determined in accordance with this Section 1.4(a), the “Purchase Price”).

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(b) “Cash” and “Financial Debt” shall mean the balance of the line items set out in Exhibit 1.4(b) for the Business, in each case existing at the Closing Date, determined on the basis of the Closing Date Accounts and to the extent not included in the definition of Net Working Capital.

(c) “Net Working Capital” shall mean the balance of the line items set out in Exhibit 1.4(c) for the Business, in each case existing at the Closing Date, determined on the basis of the Closing Date Accounts and to the extent not included in the definition of Cash or Financial Debt.

(d) In the event that the sum of the Adjusted 2014 Revenue of the Business and the Net Proceeds amounts to less than EUR 415,000,000 but not less than EUR 390,000,000, the “Revenue Adjustment Amount” shall be equal to the difference between EUR 415,000,000 and the sum of the Adjusted 2014 Revenue of the Business and the Net Proceeds. In the event that the sum of the Adjusted 2014 Revenue of the Business and the Net Proceeds amounts to less than EUR 390,000,000, the “Revenue Adjustment Amount” shall be equal to the sum of (i) EUR 25,000,000, and (ii) 1.5 (in words: one point five) times the difference between EUR 390,000,000 and the sum of the Adjusted 2014 Revenue of the Business and the Net Proceeds.

(e) No item shall be taken into account twice for the purposes of calculations made in accordance with this Section 1.4 and, to the extent taken into account in the determination of the Purchase Price, it shall not be taken into account in the determination of any Losses in accordance with Article XI.

1.5 Estimated Purchase Price

No later than five (5) Business Days prior to the Closing Date, Seller shall provide to Purchaser a good faith estimate of the Purchase Price (taking into account (i) the Interim Revenue Adjustment Amount if not all Disposals have been completed prior to such date, or (ii) the Revenue Adjustment Amount if all Disposals are completed by such date) calculated in accordance with Section 1.4 (the “Estimated Purchase Price”) together with the estimated figures for the respective line items underlying such calculation. On the Closing Date, Purchaser shall pay to Seller an amount equal to the Estimated Purchase Price.

1.6 Closing Date Accounts and Adjustment of Estimated Purchase Price

(a) As soon as reasonably practicable after the Closing Date, but not later than ninety (90) Business Days thereafter, Purchaser shall prepare and deliver to Seller (i) combined financial statements of the Business including (x) a combined balance sheet of the Business as of the Closing Date, and (y) a combined revenue statement of the Business as of the Closing Date (the “Closing Date Accounts”), and (ii) on the basis of the Closing Date Accounts, its reasonably detailed calculations of the Cash, the Financial Debt, the Net Working Capital, the Disposed Revenue for each Disposed Business, the

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Interim Revenue Adjustment Amount or the Revenue Adjustment Amount, as the case may be, the Straddle Period Liability (including the details of calculation of each relevant Tax) and the resulting adjustments to the Estimated Purchase Price (together with supporting documentation) (the “Financial Information”). The Closing Date Accounts shall be prepared in accordance with (i) IFRS and (ii) the accounting policies attached as Exhibit 1.6(a) to the extent they are compliant with IFRS, in each case consistent with past practice of the Business (the “Accounting Principles”). Upon reasonable advance notice, Seller shall grant Purchaser reasonable access to all relevant documents and information in possession of the Seller Parties that are required for Purchaser to prepare the Closing Date Accounts, to the extent such documents and information are not available to Purchaser or the Companies.

(b) If and to the extent Seller disagrees with the Closing Date Accounts and/or the Financial Information, Seller may, within ninety (90) Business Days after receipt of the Closing Date Accounts, deliver a notice to Purchaser setting forth its disagreement with the Closing Date Accounts and/or the Financial Information (“Notice of Disagreement”). Any such Notice of Disagreement shall specify, in reasonable detail, those items or amounts as to which Seller disagrees and the reasons for such disagreement together with the underlying documentation, and Seller shall be deemed to have accepted all other items or amounts contained in the Closing Date Accounts and the Financial Information delivered by Purchaser pursuant to Section 1.6(a). If and to the extent Seller has delivered a Notice of Disagreement, Sections 1.6(c) through 1.6(i) shall apply. Purchaser (i) expressly acknowledges and agrees that Seller may be assisted by its Representatives in its review of the Closing Date Accounts and/or the Financial Information and in its drafting, as the case may be, of any Notice of Disagreement, and (ii) shall, and shall procure that the Designated Transferees will, upon Seller’s request, without undue delay, afford Seller and Seller’s Representatives reasonable access to all applicable documents, books, records, data, working papers, files, other information and Purchaser’s Representatives which were involved in the preparation of the Closing Date Accounts and the Financial Information.

(c) The Parties shall, during the twenty (20) Business Day period following the delivery of a Notice of Disagreement (or any other period of time agreed upon between the Parties), use all reasonable efforts to reach an agreement on the disputed items or amounts. If and to the extent that, during such period, the Parties are unable to reach such agreement, either Party may refer the remaining differences to the Independent Auditor.

(d) The Independent Auditor shall perform such procedures as it considers appropriate to form an independent opinion on the amounts and components of the Notice of Disagreement that were not agreed upon between the Parties in accordance with Section 1.6(c) (the “Disputed Amounts”), provided, however, that (i) only those matters specifically raised in the Notice of Disagreement shall be opined upon by the Independent Auditor, and (ii) with respect to each matter that is quantifiable, the amount finally determined by the Independent Auditor shall be not higher than the highest nor lower than the lowest of the amounts respectively put forward by Purchaser and Seller. In making its final determination, the Independent Auditor shall apply the Accounting Principles and the rules set forth in this Agreement.

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(e) If the Independent Auditor does not accept its appointment or cannot carry out its duties, Seller and Purchaser shall promptly agree on one of the replacement Independent Auditors and, failing to agree, either Seller and Purchaser may, at any time, request the President of the Paris Commercial Court (tribunal de commerce) to appoint any replacement Independent Auditor the President of the Commercial Court deems fit.

(f) Purchaser shall provide the Independent Auditor with a briefing paper as to the Disputed Amounts, and shall simultaneously provide a copy of such briefing paper to Seller, no later than twenty (20) Business Days following appointment of the Independent Auditor. Seller shall have the opportunity to provide a response to the Independent Auditor within twenty (20) Business Days of receiving Purchaser’s briefing paper, which response shall also be simultaneously provided to Purchaser. To the extent that either Seller or Purchaser so request, the Independent Auditor shall give Seller and Purchaser the opportunity to present their arguments orally (alone or with counsel or experts of their choice) at a joint hearing. Subject to the request of the Independent Auditor, no further information shall be provided by Seller or Purchaser to the Independent Auditor regarding such Disputed Amounts. Seller and Purchaser shall use their best efforts to cause the Independent Auditor to issue a reasoned report setting forth the final determination of the subject of the dispute within seventy-five (75) Business Days from the date of the appointment of the Independent Auditor.

(g) The Independent Auditor’s final determination as to all disputed items shall (in the absence of manifest error) be a final and binding third party decision.

(h) Each of Seller and Purchaser shall use its respective best efforts to ensure that their Subsidiaries and representatives fully cooperate with the Independent Auditor, including granting reasonable access to all applicable documents, books, records, data, working papers, files, other information and staff upon reasonable advance notice. Each of Seller and Purchaser shall have reasonable access to all information used by the Independent Auditor in reaching its determination hereunder.

(i) The fees and expenses, if any, of the Independent Auditor shall be borne by Seller and Purchaser in inverse proportion to their respective success on the merits, and such allocation of fees and expenses shall be calculated by the Independent Auditor and shall be conclusive and binding on Seller and Purchaser.

(j) For the purpose of the calculation of the Purchase Price, the Financial Information shall be the relevant amounts communicated by Purchaser pursuant to Section 1.6(a) or, with respect to the Revenue Adjustment Amount in the event not all Disposals required to be made pursuant to Section 7.3(e) have been completed on or prior to the Closing Date, pursuant to Section 1.6(m), if and to the extent no Notice of Disagreement with respect

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thereto is delivered pursuant to Section 1.6(b) or, as applicable, Section 1.6(n). If and to the extent a Notice of Disagreement is delivered, the amounts as agreed by Purchaser and Seller or, in the absence of such agreement, shown in the Independent Auditor’s calculation delivered pursuant to Section 1.6(d) or, as applicable, Section 1.6(n) shall be the relevant amounts.

(k) If the calculation of the Purchase Price in accordance with Section 1.4 and this Section 1.6 results in an amount exceeding the Estimated Purchase Price (the “Positive Adjustment Amount”), Purchaser shall pay to Seller such excess amount. If it results in an amount falling short of the Estimated Purchase Price, Seller shall pay to Purchaser such shortfall (“Negative Adjustment Amount”). The Negative and Positive Adjustment Amount shall bear interest from the Closing Date (or, with respect to the Revenue Adjustment Amount the day the adjustment falls due according to Section 1.6(o) below) at the Interest Rate.

(l) Payment of the Positive Adjustment Amount by Purchaser or the Negative Adjustment Amount by Seller, as the case may be, shall become due and payable:

(i) where no Notice of Disagreement has been served in accordance with Section 1.6(b), within ten (10) Business Days after the expiry of the ninety (90) Business Days period from delivery of the documents referred to in Section 1.6(a); or

(ii) where a Notice of Disagreement has been served in accordance with Section 1.6(b), within ten (10) Business Days after the agreement between the Parties as to all disputed items or amounts pursuant to Section 1.6(c) or, where no such agreement has been reached, after the delivery of a written report of final determination by the Independent Auditor pursuant to Section 1.6(d).

(m) In the event not all Disposals required to be made pursuant to Section 7.3(e) have been completed on or prior to the Closing Date, Purchaser shall as soon as practicable after (i) completion of all Disposals required to be made pursuant to Section 7.3(e), or (ii) the expiration of the 18-month period referred to in Section 7.3(f), but in any event no later than ten (10) Business Days thereafter, prepare and deliver to Seller on the basis of the Closing Date Accounts and the Financial Information its reasonably detailed calculation of the Revenue Adjustment Amount (if any) and the resulting adjustment to the Estimated Purchase Price (the “Revenue Adjustment Notice”).

(n) The Parties expressly acknowledge and agree that Sections 1.6(b) through 1.6(j) shall apply mutatis mutandis for the determination of the Net Proceeds and the resulting adjustment to the Estimated Purchase Price as from the receipt of the Revenue Adjustment Notice by Seller.

(o) In the event (i) not all Disposals required to be made pursuant to Section 7.3(e) have been completed on or prior to the Closing Date, and (ii) the Revenue Adjustment Amount determined in accordance with Section 1.4 and this Section 1.6 is different from the Interim Revenue Adjustment Amount, then

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such difference shall be owed (x) by Seller to Purchaser if the Interim Revenue Adjustment Amount is higher than the Revenue Adjustment Amount, or (y) by Purchaser to Seller if the Interim Revenue Adjustment Amount is lower than the Revenue Adjustment Amount, and the payment obligation shall become due and payable:

(i) where no Notice of Disagreement has been served in accordance with Sections 1.6(b) and 1.6(n), within 10 Business Days after the expiry of the 90 Business Days period from delivery of the Revenue Adjustment Notice to Seller; or

(ii) where a Notice of Disagreement has been served in accordance with Sections 1.6(b) and 1.6(n), within 10 Business Days after the agreement between the Parties as to all disputed items or amounts pursuant to Sections 1.6(b) and 1.6(n), or, where no such agreement has been reached after the delivery of a written report of final determination by the Independent Auditor pursuant to Sections 1.6(b) and 1.6(n).

1.7 Payments

(a) For the avoidance of doubt, Purchaser’s payment of the Purchase Price shall discharge the Designated Transferees from their obligations to pay an (adjusted) purchase price under the Local SPAs and the Local APAs.

(b) Except as explicitly provided otherwise in this Agreement, any other payment obligation under this Agreement shall be immediately due and payable.

(c) Except as explicitly provided otherwise in this Agreement, each of the Parties shall pay interest on any amounts becoming due and payable to the other Party under this Agreement as from (but not including) the respective due date until (and including) the respective day of payment at the Interest Rate.

(d) All payments by Purchaser to Seller under this Agreement shall be made by Purchaser free and clear of costs and charges by way of wire transfer to be credited on the same day to the bank account of Seller to be named not later than ten (10) Business Days prior to their respective due date (herein “Seller’s Bank Account”).

(e) All payments by Seller to Purchaser under this Agreement shall be made by Seller free and clear of costs and charges by way of wire transfer to be credited on the same day to the bank account of Purchaser to be named not later than ten (10) Business Days prior to their respective due date (herein “Purchaser’s Bank Account”).

1.8 Withholding

Purchaser shall be entitled to deduct and withhold from the Purchase Price any amounts it is required to deduct and withhold by applicable Law relating to capital gain realized by the relevant Seller Party, including, without limitation, in Brazil. To the extent that these amounts are so withheld and paid to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Persons in respect of which such deduction and withholding was made.

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1.9 Purchase Price Allocation

The Parties agree to an allocation of the Purchase Price among the Sold Companies and certain other assets and liabilities as set out in Exhibit 1.9. The Parties agree not to take any position before any Tax Authority that is inconsistent with such allocation as finally determined unless required to do so by applicable Law.

ARTICLE II

SEPARATION OF BUSINESS FROM SELLER’S GROUP

2.1 Reorganization Measures to be Implemented prior to Closing

(a) Exhibit 2.1(a) sets forth the reorganization measures implemented as of the Put Option Date and those Seller undertakes to implement prior to Closing or any other date set out in Exhibit 2.1(a) with regard to the separation of the Business from the other business activities of Seller and its Affiliates. Seller shall provide Purchaser with drafts of all the legal documentation for the implementation of such reorganization measures and, upon Purchaser’s request, the Parties shall negotiate such legal documentation in good faith, it being understood and agreed that such documentation shall not include any additional representations, warranties or covenants not expressly set forth in this Agreement. It is further agreed that the Purchaser shall be entitled to attend meetings with the contribution auditor appointed in connection with the contribution of the Seller’s assets to French NewCo that are relating to the valuation of the assets contributed. In addition, it is agreed that the Seller Parties and their Subsidiaries shall use their best efforts and shall be entitled to take all appropriate measures, after consulting with Purchaser if such measures are not distribution of dividends, interim dividends, distribution of reserve or premium, share capital reduction, to ensure that the level of Cash be as low as possible.

(b) In the event that the transfer of any assets or agreements in the reorganization measures pursuant to Section 2.1(a) requires the consent of any counterparty or other third party, Seller shall use reasonable best efforts to obtain such consent. As long as such consent is not obtained, the Parties shall cooperate in any reasonable and mutually acceptable arrangement (to the extent permitted under the terms of the relevant asset or agreement) in order to put Purchaser economically in the same position it would have been in had such consent been obtained by the Closing, including any subcontracting, sub-licensing or sub-leasing to Purchaser or any enforcement by Seller of any rights under the relevant asset or agreement for the benefit and account of Purchaser with no liability for Seller as a result of such arrangement.

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2.2 Termination and Settlement of Cash Pooling

(a) The Companies set forth in Exhibit 2.2(a) (the “Cash Pool Companies”) have entered into centralized cash management agreements with (i) Seller, and (ii) certain of Seller’s other Subsidiaries that are not Companies (the “Cash Pool Subsidiaries”). Seller, the Cash Pool Companies and the Cash Pool Subsidiaries maintain with certain banks corresponding cash pool arrangements pursuant to which (i) certain Cash Pool Companies and, in some instances, Cash Pool Subsidiaries pool on a local basis the balances of their bank accounts on bank accounts of a Cash Pool Company or a Cash Pool Subsidiary (“Local Cash Pools”), and (ii) certain Cash Pool Companies pool the balances of their bank accounts on bank accounts of Seller or of Cegedim Belgium (“Parent Cash Pools”). The structure of the Local Cash Pools and the Parent Cash Pools is set out in Exhibit 2.2(a).

(b) In order to provide for a smooth transition of the Business to Purchaser, Seller shall continue (i) the Local Cash Pools until Closing, and (ii) the Parent Cash Pools until no later than the first (1st) Business Day prior to Closing, provided, however, that it shall procure that any Local Cash Pool arrangement with any Cash Pool Subsidiaries shall be terminated and settled as soon as possible after the Signing Date.

(c) As of the end of the first (1st) Business Day prior to the Closing Date, Seller shall procure that the Parent Cash Pools be terminated, and that any outstanding borrowings and lendings between Seller and a particular Cash Pool Company (including interest thereon) shall be netted. If the resulting balance corresponds to a receivable of the respective Cash Pool Company against Seller, this shall be referred to as “Cash Pool Payable”. If the resulting balance corresponds to a receivable of Seller against the respective Cash Pool Company, such balance shall be referred to as “Cash Pool Receivable”.

(d) Seller shall procure that, by the end of the first (1st) Business Day prior to the Closing Date, the relevant Cash Pool Companies fully settle any and all Cash Pool Receivables by making corresponding payments to Seller.

(e) Seller shall, by the end of the first (1st) Business Day prior to the Closing Date, fully settle any and all Cash Pool Payables by making corresponding payments to the relevant Cash Pool Companies.

2.3 Termination of Affiliate Arrangements

Seller shall, and shall procure that its Affiliates (including the Companies) will, terminate and settle all transactions, agreements, arrangements, understandings, obligations, liabilities or claims between Seller and its Affiliates (other than the Companies), on the one hand, and the Companies, on the other hand, effective as of the Closing Date at the latest, except for those transactions, agreements, arrangements, understandings, obligations, liabilities or claims set forth in Exhibit 2.3 or expressly to be entered into or continued pursuant to the provisions of Article I through Article III hereof.

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2.4 Use of Seller’s Trademark and Domain Names

(a) At the Closing, Seller and Purchaser shall enter into a license agreement substantially in the form of Exhibit 2.4(a) (the “Trademark License Agreement”).

(b) Furthermore, for a period of five (5) years following the Closing Date, Seller shall not use, nor grant any third party the right to use, the Marks, including in domain names, in each case solely in connection with the products and services of the Business and any competing products or services.

2.5 Insurance

(a) Seller undertakes to transfer to Purchaser and/or the Companies, or procure the transfer to Purchaser and/or the Companies of, the benefit of the Seller Parties’ existing insurance policies insuring the Business and/or the Companies with respect to any events occurring on or before the Closing Date, to the fullest extent permitted under the relevant insurance policies.

(b) Seller shall, and shall procure that the relevant Seller Parties will, cooperate with Purchaser and the Companies and use reasonable best efforts to assist them in the filing of any claims under any insurance policy of a Seller Party in relation to the Business and/or the Companies.

(c) Purchaser shall procure that the Business, the Companies, their assets and operations are covered, with effect as from the Closing Date and for as long as the relevant liabilities set forth in Section 11.1 survive in accordance with Section 11.4, by the relevant IMS group insurance policies with respect to any events occurring on or before the Closing Date that are not covered by the insurance policies mentioned in Section 2.5(a).

2.6 Transitional Services

(a) On the Signing Date, Seller and Purchaser shall enter into an IT separation services agreement substantially in the form of Exhibit 2.6(a) (the “IT Separation Services Agreement”).

(b) At the Closing, Seller and Purchaser shall enter into a transitional services agreement for the provision of transitional services substantially in the form attached hereto as Exhibit 2.6(b) (the “Transitional Services Agreement”).

(c) At the Closing, Seller or any of its Subsidiaries and Purchaser or any of its Subsidiaries (including, for the avoidance of doubt, the Companies) shall enter into a printing services agreement for the provision of printing and certain other services implementing the term sheet attached hereto as Exhibit 2.6(c) (the “Printing Services Agreement”).

(d) Seller shall propose to the Companies to continue providing the services set forth in Exhibit 2.6(d) for a period of twelve (12) months after Closing under terms and conditions (including with respect to pricing) substantially identical to those provided until the date hereof, it being understood that should the Companies fail to accept providing any such service within one week following a formal request, Seller shall be free to use a third party provider.

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2.7 Licenses for Databases and Software

At the Closing, Seller or any of its Subsidiaries and Purchaser or any of its Subsidiaries (including, for the avoidance of doubts, the Companies) shall enter into (i) a license agreement for the OneKey database (the “OneKey License Agreement”), (ii) a license agreement for the MyIT software (the “MyIT License Agreement”), (iii) a license agreement for the Reportive software (the “Reportive License Agreement”), (iv) a distribution agreement for the Docnet products (the “Docnet Distribution Agreement”), each substantially in the form of Exhibit 2.7.

2.8 Services and Data Supply

(a) Seller or any of its Subsidiaries offer to Purchaser or any of its Subsidiaries (including, for the avoidance of doubts, the Companies) to enter, as from Closing, into (A) services and data supply services using the template set forth in Exhibit 2.8(a)(i) implementing the term sheets attached hereto as Exhibit 2.8(a)(ii) and (B) a distribution agreement for Kadrige products (collectively, the “Offered Data Supply and Services”).

(b) Should Purchaser or its Subsidiaries (including, for the avoidance of doubts, the Companies) decide to enter into any Offered Data Supply and Services, the Parties shall discuss in good faith the remaining terms of such services with a view to enter into binding agreements on the Closing Date.

ARTICLE III

CLOSING AND TERMINATION

3.1 Closing

The closing of the transactions provided herein (the “Closing”) shall take place on the first calendar day of the month following the month during which all the conditions pursuant to Article X have been satisfied or waived, as applicable, unless all such conditions are fulfilled less than five (5) Business Days before the first day of the relevant month, in which case the Closing Date shall be the first calendar day of the following month, unless otherwise agreed; provided, in each case, that if such first day is not a Business Day, the Closing shall take place on the Business Day immediately preceding, but shall be effective on, such first calendar day; and provided further that the Closing shall not take place earlier than April 1, 2015. “Closing Date” shall mean 00:00am Central European Time on the date on which the Closing is effective. The Closing shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, 12 Rue de Tilsitt, 75008 Paris, France.

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3.2 Closing Transactions and Deliveries

On the Closing Date:

(a) Purchaser shall pay an amount equal to the Estimated Purchase Price into Seller’s Bank Account (such payment to occur immediately before the transfer of the Shares and the Sold Assets);

(b) The relevant Seller Parties, on the one hand, and Purchaser and/or its Designated Transferee(s), on the other hand, shall enter into the Local SPAs (such execution to occur immediately after receipt by Seller of evidence that the Estimated Purchase Price has been paid);

(c) The relevant Seller Parties, on the one hand, and Purchaser and/or its Designated Transferee(s), on the other hand, shall enter into the Local APAs; (such execution to occur immediately after receipt by Seller of evidence that the Estimated Purchase Price has been paid)

(d) Seller and Purchaser shall execute the Trademark License Agreement;

(e) Seller and Purchaser shall execute the Transitional Services Agreement;

(f) Seller or any of its Subsidiaries and Purchaser or any of its Subsidiaries (including, for the avoidance of doubt, the Companies) shall enter into the Printing Services Agreement;

(g) Seller and Purchaser, or any of their Subsidiaries, shall execute the OneKey License Agreement;

(h) Seller and Purchaser, or any of their Subsidiaries, shall execute the MyIT License Agreement;

(i) Seller and Purchaser, or any of their Subsidiaries, shall execute the Reportive License Agreement;

(j) Seller and Purchaser, or any of their Subsidiaries shall, to the extent they so decide, execute binding agreements in connection with all or part of the Offered Data Supply and Services;

(k) Purchaser shall deliver written evidence that the Merger Clearances in all jurisdictions in which pre-closing Merger Clearances are mandatory have been obtained (which may be a certificate signed by Purchaser’s officer if such Merger Clearances result from the lapsing of a time period), unless such evidence has already been delivered by Purchaser prior to Closing pursuant to Section 7.3(a)(iv);

(l) Seller shall deliver to Purchaser a properly executed statement pursuant to Treasury Regulations Section 1.1445-2(c)(3) substantially in the form attached as Exhibit 3.2(m), dated as of the Closing Date;

(m) To the extent Seller has not delivered them prior to the Closing Date, Seller shall provide to Purchaser copies of the SEC Financial Statements for the financial years ending December 31, 2012, December 31, 2013 and December 31, 2014, each duly audited in accordance with U.S. generally accepted auditing standards, together with the respective audit reports by Mazars and Grant Thornton or any other independent accountant; and

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(n) The Parties shall execute all other instruments and documents and otherwise take all actions as shall be necessary or required under applicable Law and this Agreement to transfer the Shares and the Sold Assets and complete the assumption of the Assumed Liabilities and any other transactions described herein.

3.3 Inter-Conditionality

(a) All actions required to be taken on the Closing Date pursuant to Section 3.2 shall be considered to take place simultaneously, and no delivery of any document will be deemed complete until all transactions and deliveries of documents required pursuant to Section 3.2 are completed. Title to the Shares and to the Sold Assets shall not be transferred and Purchaser shall have no property rights or interest in the Shares and in the Sold Assets unless and until all actions required to be taken pursuant to Section 3.2 actually take place.

(b) If any Party fails to take the actions required to be taken by it on the Closing Date pursuant to Section 3.2, it being acknowledged by Purchaser that, following issuance of announcement of the transactions contemplated herein on the Put Option Date, the Business may be materially harmed as a result of the absence of Closing, then any actions already taken pursuant to Section 3.2 by either Party shall be deemed never to have been taken and, to the extent appropriate, steps to reverse such actions shall be taken, including the reimbursement of any sums already paid, without prejudice for the non-breaching Party’s right to seek specific performance and/or claim for damages.

3.4 Termination

Anything contained in this Agreement (other than in this Section 3.4) to the contrary notwithstanding, this Agreement may be terminated in writing at any time prior to the Closing:

(a) by the mutual written agreement of Purchaser and Seller;

(b) by Seller, if the Closing shall not have been consummated by the Drop Dead Date; or

(c) by Purchaser, if Seller shall have breached or failed to perform in any material respect any of its obligations under Section 10.2(b), and such breach or failure is incapable of being cured by Seller, or is not cured by Seller within thirty (30) days following receipt of written notice from Purchaser of such breach or failure to perform.

3.5 Effect of Termination

In the event of termination of this Agreement by either Purchaser or Seller as provided in Section 3.4, this Agreement shall forthwith become void and have no effect, without any liability or obligation on the part of any Party, other than the provisions of this Section 3.5, Section 7.8 and Section 7.9 and Article XIII, which provisions shall survive such termination, and except to the extent that such

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termination results from the willful or intentional breach by a Party of any of its representations, warranties, covenants or agreements set forth in this Agreement, in which case such termination shall not relieve any Party of any liability or damages resulting from such breach of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants, subject to any limitations contained in this Agreement, in particular the remedies set out in Article XI below, and except as otherwise set forth or cross-referenced in the relevant Schedule, that the statements set forth in Sections 4.1 through 4.19 are true and correct as of the Put Option Date and the Closing Date, or as of any other date explicitly referred to below, and acknowledges and confirms that Purchaser is relying upon the following representations and warranties in entering into this Agreement and purchasing the Shares and the Sold Assets and assuming the Assumed Liabilities.

4.1 Corporate Existence and Power of Seller

(a) Seller is a société anonyme duly incorporated and validly existing under the Laws of France and has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted.

(b) None of the Seller Parties is insolvent, nor has any Seller Party been within the past five (5) years involved in any insolvency or bankruptcy proceedings, requests or filings, or any bankruptcy reorganization, as the case may be, and there were and are no insolvency or bankruptcy proceedings, or any bankruptcy reorganization, as the case may be, by any Person pending or threatened in writing against any Seller Party, nor are there requests or filings which may reasonably be expected to lead to such insolvency or bankruptcy proceedings.

(c) As of the Signing Date and the Closing Date, each Seller Party has all requisite power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. As of the Signing Date and the Closing Date, the execution and performance of this Agreement and the Ancillary Agreements by any Seller Party and the consummation by any Seller Party of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or similar action.

(d) This Agreement has been, and the Ancillary Agreements when executed will be, duly executed by the respective Seller Party and, in each case, constitutes the valid, binding and enforceable obligation of the respective Seller Party, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally.

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4.2 Consents; No Conflicts

(a) Except the Merger Clearances or as set forth in Schedule 4.2(a) hereto, no notices, reports or other filings are required to be made by Seller or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Seller or its Subsidiaries from, any Governmental Entity under any Laws or Permits, as a result of, in connection with, or as a condition to the execution of this Agreement and the Ancillary Agreements by Seller and the consummation of the transactions contemplated hereby and thereby.

(b) Except as provided in Schedule 4.2(b), the execution and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Governing Documents of Seller or any of its Subsidiaries.

(c) Except as provided in Schedule 4.2(c), the execution and performance of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in any violation in any material respect of any Laws or Permits to which Seller or any of its Subsidiaries are subject.

4.3 Organization of the Companies

(a) Except as set forth in Schedule 4.3(a), each of the Companies is duly organized and validly existing under the Laws of its jurisdiction of incorporation, and it is not the subject of any judicial composition proceedings, bankruptcy proceeding or any similar action or any judgment or shareholders’ resolution of dissolution, and no facts exist that would result in the occurrence of any such event.

(b) Each of the Companies has the corporate power and authority to carry on its business as currently conducted and any business activities to be transferred to it pursuant to Section 2.1. Each of the Companies is duly qualified or licensed to do business in each jurisdiction in which the property owned, leased or operated by it or the nature of the business conducted by it makes such qualification or licensing necessary.

(c) Schedule 4.3(c) contains a true, correct and complete schedule of (i) the Laws of incorporation for and the registered offices of each Company, (ii) the issued share capital and all authorized, issued and outstanding shares and other equity interests of the Companies (collectively, the “Companies’ Equity”), and (iii) the legal owners of Companies’ Equity. The Companies’ Equity that will be directly or indirectly sold to the Purchaser on the Closing Date is lawfully owned by the Persons set forth on Schedule 4.3(c).

(d) Except as disclosed in Schedule 4.3(d) and except for the Companies’ Equity of other Companies, none of the Companies owns, directly or indirectly, or has the power to vote the shares of, any capital stock or other ownership interests of any Person.

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(e) As of the Closing Date, all voting rights in the Companies are vested exclusively in the Companies’ Equity, and all of the Companies’ Equity is validly issued in compliance with applicable Laws, fully paid and non-assessable, and free and clear of all Encumbrances. Except for the Companies’ Equity, the Companies have not issued, nor approved the issuance of, any shares, warrants or securities of any nature whatsoever; and there are no options or other agreements or undertakings pursuant to which the Companies are or may become obliged to issue any shares, warrants or other securities of any nature whatsoever, other than to the benefit of the Companies.

(f) There are no agreements, arrangements or obligations other than those provided for by Law or in the Governing Documents of the Companies which affect the voting or distribution rights attached to the Shares or the shares in the other Companies.

(g) No Company has an obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any Companies’ Equity or any interest therein.

(h) Except as disclosed in Schedule 4.3(h), there is no agreement, written or oral, between any Company and any holder of its securities, or, to Seller’s Knowledge, among any holders of any Company’s securities, relating to the sale or transfer (including agreements relating to rights of first refusal, co-sale rights or “drag along” rights), or voting, of the Companies’ Equity.

(i) With respect to the French NewCo, the representations and warranties set forth in this Section 4.3 shall be deemed made only as of the Closing Date and not as of the Put Option Date.

4.4 Sold Assets

As of the Closing Date, (i) Seller, or the relevant Seller Party, as the case may be, is the sole and unrestricted legal owner of the Sold Assets, and (ii) the Sold Assets are free and clear of any Encumbrances other than Permitted Encumbrances. There are no rights of third parties to acquire the Sold Assets.

4.5 Financial Statements

(a) Attached as Schedule 4.5(a) hereto are the combined pro forma financial statements of the Business (as well as of Pharmastock, which is now a Retained Asset) as of December 31, 2012, comprising a combined pro forma balance sheet and the related combined pro forma statement of income of the Business (and Pharmastock), together with all related footnotes and schedules thereto (the “2012 Combined Financial Statements”), duly attested by Seller’s auditor which have been prepared in good faith in accordance with IFRS and the Accounting Principles applied on a consistent basis throughout the period covered thereby, adjusted for the purpose of the Transaction as described in the notes thereto.

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(b) Attached as Schedule 4.5(b) hereto are the combined pro forma financial statements of the Business as of December 31, 2013, comprising a combined pro forma balance sheet (the “2013 Combined Balance Sheet”) and the related combined pro forma statement of income of the Business (and Pharmastock), together with all related footnotes and schedules thereto (the “2013 Combined Financial Statements”), duly attested by Seller’s auditor.

(c) The 2013 Combined Financial Statements (i) have been prepared in accordance with IFRS and the Accounting Principles applied on a consistent basis throughout the period covered thereby, adjusted for the purpose of the Transaction as described in the notes thereto, (ii) fairly present in all material respects the combined financial condition and results of operations of the Business (and Pharmastock) as of December 31, 2013 and for the period referred to therein, (iii) are consistent with the books and records of the Seller Parties and/or the Companies, and (iv) reflect in all material respect costs and expenses for any services provided by the Seller Parties to the Business by corresponding intercompany allocations.

4.6 Property

(a) Schedule 4.6(a) hereto sets forth a complete and correct list of all real properties owned by the Companies and the Seller Parties in relation to the Business. The Companies and the Seller Parties have good title to such owned real properties.

(b) There are no Encumbrances on any assets of the Seller Parties (with respect to the Business) or any assets of the Companies, other than Permitted Encumbrances or any Encumbrances which are not reasonably likely to have a Material Adverse Effect.

4.7 Sufficiency of Assets

Except as set forth in Schedule 4.7, the Companies’ assets as of the Closing Date (excluding, for the avoidance of doubt, the Retained Assets and including, but not limited to, the assets to be transferred by the Seller Parties to the Companies pursuant to Section 2.1), together with the Sold Assets and any rights and services to be provided by Seller to Purchaser and/or the Companies pursuant to the Ancillary Agreements or pursuant to Section 2.1(b) will constitute, on the Closing Date, all of the assets and services that are necessary to permit the operation of the Business in substantially the same manner as such operations are conducted as of the Put Option Date.

4.8 Litigation and Disputes

(a) Except as disclosed in Schedule 4.8(a), there are no pending Proceedings and, to Seller’s Knowledge, no threatened Proceedings, in each case in excess of EUR 250,000, against or affecting the Business, the Companies, the transactions contemplated by this Agreement or the Ancillary Agreements or any of the Companies’ properties or rights.

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(b) Except as disclosed in Schedule 4.8(b), in the five (5) years prior to the Put Option Date, none of the Companies has been subject as defendant to any Proceeding relating to the Business (i) in connection with applicable Laws relating to labor, employment and employment practices where the amount claimed exceeded EUR 1,000,000, and (ii) with respect to other matters, where the amount claimed exceeded EUR 500,000.

4.9 Employees

(a) Schedule 4.9(a) contains a true and complete list of all Business Employees (on a no name basis) as at May 31, 2014, indicating their job title, employing entity, location and hire date.

(b) All of the Business Employees are wholly or mainly engaged in the Business.

(c) No Business Employee or Offer Employee employed in the United States is covered by a collective bargaining agreement.

(d) Except as set forth in Schedule 4.9(d), there are not currently existing, or threatened in writing, any labor strikes, slowdowns, work stoppages, lockouts, union organizing campaigns (other than those applicable nationally or to an industry as a whole) or other industrial actions against or affecting the Business, nor, to Seller’s Knowledge, has there been any such activity within the past twenty-four (24) months.

(e) None of the Seller Parties in relation to the Business and the Companies is bound by any restriction with respect to closure, downsizing or other restructuring affecting its workforce or a portion thereof, except for any restrictions under generally applicable Law.

(f) As of the Put Option Date, no Business Employee or Offer Employee currently employed by Seller or any of the Companies organized under French Law benefits from any individual retention and severance (to the extent going beyond mandatory severance terms) arrangements or change of control provisions that provide for benefits for any individual exceeding EUR 200,000 or which would result in a total obligation (to any number of Business Employees) exceeding EUR 1,000,000.

4.10 Employee Benefits

(a) There are no pending or, to Seller’s Knowledge, threatened termination proceedings, pending claims (except claims for benefits payable in the normal operation of the Seller Benefit Plans), suits or proceedings against or involving any Seller Benefit Plan or asserting any rights to or claims for benefits under any Seller Benefit Plan for which the Companies could have liability.

(b) Except as set forth in Schedule 4.10(b), no promises or commitments have been made by the Seller Parties or any of the Companies to amend any Seller Benefit Plan in which at least 20% of the Business Employees or Offer Employees are eligible to participate, to provide increased benefits thereunder or to establish any new benefit plan, except as required by applicable Law.

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4.11 Intellectual Property

(a) All Registered Company Intellectual Property is valid and enforceable and, to Seller’s Knowledge, (i) all Company Intellectual Property (excluding for the avoidance of doubt any Company Intellectual Property undergoing any filing, application or registration process) is valid and enforceable, and (ii) except as set forth in Schedule 4.11(a), no Person has infringed, misappropriated or violated any Company Intellectual Property.

(b) As of the Closing Date, except as set forth in Schedule 4.11(b), the Company Intellectual Property together with the Intellectual Property licensed to the Companies from Seller pursuant to the Ancillary Agreements and from third parties pursuant to the IP Agreements shall be all Intellectual Property used in or necessary for the operation of the Business as presently conducted (other than commonly commercially available “off the shelf” Software with a value of less than EUR 50,000 per year under which a Company is a licensee).

(c) Except as set forth in Schedule 4.11(c), as of the Closing Date, the Companies shall be the exclusive owners of all right, title and interest in and to the Company Intellectual Property; in each case, free and clear of all Encumbrances (including, for the avoidance of doubt, licenses) other than non-exclusive licenses granted to customers of the Business in the Ordinary Course of Business to the extent such licenses are necessary for the respective customers’ use of products of the Business or receipt of services of the Business, and including the right to transfer all such right, title and interest to Purchaser or its Designated Transferees. Following the Closing Date, except as expressly provided in the Ancillary Agreements, none of the Seller Parties or their Affiliates will own or have any right or license (including by means of a covenant not to sue or immunity) under any Company Intellectual Property.

(d) Consummation of the transactions contemplated herein will not require Purchaser or any Designated Transferee to grant to any Person rights under any Intellectual Property of Purchaser or the Designated Transferees existing immediately prior to Closing (except for existing grants by the Companies under Company Intellectual Property, to the extent such grants are included in any Contracts under which any Seller Party or any Company has licensed or provided any Company Intellectual Property to a third party, including Contracts containing releases, immunities from suit, covenants not to sue or non-assertion provisions that relate to Intellectual Property).

(e) The Databases used or held for use by the Companies in connection with the Business were not created or developed by any third party (it being specified, for the avoidance of doubt, that the data and third-party software or IT infrastructures contained in the Databases have been collected from third parties).

4.12 Software and IT Systems

The Companies possess and control copies of all tangible embodiments of, and records and documents relating to, any Company Intellectual Property, including (i) all Software source code, (ii) available manuals and documentation and (iii) procedures and Databases. The Business Software owned by the Companies can be compiled from the associated source code in possession of the Companies without undue burden.

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4.13 Taxes

Except as set forth in Schedule 4.13:

(a) All Tax Returns required to be filed on or before the Closing Date by the Seller Parties and the Companies in respect of the assets, liabilities, or the operation of the Business and all Tax Returns required to be filed on or before the Closing Date by the Companies have been timely filed or shall be filed in accordance with all applicable Laws and are correct in all material respects when filed.

(b) All Taxes shown to be due on the Tax Returns referred in Section 4.13(a) above or due further to a request by any Tax Authority received prior to December 31, 2014, by the Seller Parties or the Companies that relate to the assets, liabilities, or the operation of the Business for any periods ending on or before December 31, 2014, and all Taxes shown to be due on the Tax Returns referred in Section 4.13(a) above or due further to a request by any Tax Authority received prior to December 31, 2014, by any of the Companies for any periods ending on or before December 31, 2014, have been fully paid when due or, where applicable, recorded as liabilities in the 2013 Combined Financial Statements as of December 31, 2013 or, as applicable, will be so recorded in SEC Financial Statements for the financial year ending December 31, 2014 (subject to adjustments required to be made for SEC Financial Statements).

(c) No Company is or has been a United States real property holding corporation within the meaning of Code Section 897(c)(2) during the applicable period specified in Code Section 897(c)(1)(A)(ii).

(d) None of the Companies is a “real estate company” for French transfer tax purposes.

4.14 Absence of Certain Changes

(a) Except as set forth in Schedule 4.14(a) hereto and in relation with the implementation of the reorganization measures set forth in Section 2.1, from December 31, 2013 until the Put Option Date, the Seller Parties and the Companies have conducted the Business only in, and have not engaged in any transaction other than according to, the Ordinary Course of Business, and there has not occurred in relation to the Business:

(i) any Material Adverse Effect;

(ii) any sale, transfer or other disposition of any assets attributable to the Business in excess of an individual amount of EUR 250,000 or an aggregate amount of EUR 1,000,000, except (x) assets which are obsolete, (y) assets sold in the Ordinary Course of Business or (z) any transfers that form part of the reorganization measures set forth in Exhibit 2.1(a);

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(iii) any change in Seller Parties’ or the Companies’ Accounting Principles, practices or methods;

(iv) any issue or sale of any equity interests, bonds or other securities of any type whatsoever of any Company, other than for the benefit of Seller or any of its Affiliates;

(v) any acquisition or sale, assignment, transfer, termination, disposition of or license from or to any Person, of any Intellectual Property in connection with the Business other than in the Ordinary Course of Business; or

(vi) any agreement or commitment to take any actions referred to in Sections 4.14(a)(i) through 4.14(a)(v).

(b) Since December 31, 2013, except as set forth in Schedule 4.14(b) hereto or as otherwise consented in writing by Purchaser, there has not been any increase in the compensation payable or that could become payable by the Seller Parties’ in relation to the Business or any of the Companies other than in the Ordinary Course of Business to (i) any Business Employees whose annual base salary exceeds EUR 100,000, or (ii) any managers, directors, officers, employees or consultants of the Companies, in each case, receiving a compensation in excess of EUR 100,000 per annum.

4.15 Compliance with Laws

To Seller’s Knowledge:

(a) Except as disclosed in Schedule 4.15(a) hereto, the Seller Parties and the Companies have not conducted and are not conducting the Business in material violation of any Laws.

(b) The Seller Parties and the Companies have in effect all material approvals, authorizations, certificates, filings, franchises, consents, licenses, notices and permits of or with all Governmental Entities (collectively, “Permits”) necessary for them to carry on the Business as conducted on the Put Option Date.

(c) Except as set forth in Schedule 4.15(c), the Seller Parties and the Companies have not received a written notice during the past twelve (12) months from any Governmental Entity alleging that they have not complied with any Laws or any Permits relating to the conduct of the Business, except where the non-compliance with such Laws or Permits would not be reasonably likely to have a Material Adverse Effect.

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4.16 Data Protection

(a) Except as set forth in Schedule 4.16(a), in respect of personal data or personally identifiable information held, controlled or otherwise processed by the Seller Parties in connection with the Business or the Companies (such data and information, the “Business Data”), the Seller Parties have contractual and legal authority to transfer to the Companies pursuant to the reorganization measures set forth in Section 2.1(a) all Business Data in their possession as of the Put Option Date, and no Business Data are subject to any contractual or legal restrictions on such transfer.

(b) The personal data and personally identifiable information held or controlled or processed by or on behalf of the Companies include as of the Closing Date all personal data and personally identifiable information necessary to permit the operation of the Business in substantially the same manner as such operations are conducted as of the Put Option Date, and, from the Closing Date, no Seller Party holds, controls or has access to any such data and information except as expressly provided in the Ancillary Agreements.

4.17 Insurance

(a) All insurance policies of the Seller Parties in relation to the Business and the Companies are and will be at all times up to the Closing Date, in full force and effect and no notice of cancellation or termination has been received with respect to any such policy. The Seller Parties in relation to the Business and the Companies have not been refused any insurance, nor has any such coverage been limited, by any insurance carrier to which the relevant Seller Party or Company has applied for any such insurance or with which the relevant Seller Party or Company has carried insurance since January 1, 2010. All premiums due and payable on such insurance policies covering all periods up to and including the Closing Date have been paid in full or accrued.

(b) Except as set forth in Schedule 4.17(b), to Seller’s Knowledge, there are no pending claims under the insurance policies referred to in Section 4.17(a) in excess of EUR 75,000.

4.18 Affiliate Interests

Except as set forth in Schedule 4.18 hereto, no employee, officer or manager of Seller or any of its Affiliates has in relation to the Business and its assets any material interest in any property, real or personal, tangible or intangible, including without limitation inventions, Patents, Trademarks or Software, used in or pertaining to the Business. Any arrangements set forth in Schedule 4.18 were entered into in the Ordinary Course of Business and on arm’s length terms and conditions.

4.19 Suppliers and Customers

Except as disclosed in Schedule 4.19, no Major Customer or Major Supplier has notified any Seller Party or Company that it intends to change its relationship or any material terms upon which it will conduct business with the Seller Parties or any of

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the Companies (such as an intention to terminate or not renew a Contract, to revise pricing, to decrease volume or to change the products purchased or sold) which would have a detrimental economic consequence on the Business, and except as set forth in Schedule 4.19 in the last eight (8) calendar quarters preceding the Put Option Date,

(a) there has been no material interruption to or discontinuity in any supplier arrangement with a Major Supplier, and

(b) to Seller’s Knowledge, there has not been any repetitive and material disruption in the supply of data in accordance with the terms of the applicable agreement.

4.20 Brokers and Finders

Except as set forth in Schedule 4.20, none of the Seller Parties and the Companies has employed any broker or finder or incurred any liability for any brokerage fees, commissions, or finders’ fees in connection with the transactions contemplated by this Agreement. Seller will be solely responsible for all brokerage fees, commissions, or finders’ fees payable to any broker or finder used by Seller in connection with the transactions contemplated by this Agreement.

4.21 Reliance

The foregoing representations and warranties shall not be affected in any respect whatsoever by any investigation heretofore or hereafter conducted by or on behalf of Purchaser, whether in contemplation of or pursuant to this Agreement or otherwise.

4.22 Update of Disclosure Schedules

(a) On the Closing Date, Seller shall update the Schedules of this Article IV with respect to any representations and warranties made as of the Closing Date to reflect any matters which have occurred after the Put Option Date and which, if existing prior to the Put Option Date, would have been required to be set forth or described in such Schedules. Notwithstanding anything to the contrary in this Agreement, Seller shall provide Purchaser with prompt notice of any supplement made in accordance with this Section 4.22(a) with respect to the Schedules referred to in Section 4.8(a) and Section 4.19.

(b) The matters disclosed by way of an update of the Schedules pursuant to Section 4.22(a) shall be treated as breaches of the respective representations and warranties for the purposes of Article XI, except for:

(i) any updates of the Schedules of this Article IV reflecting transactions entered into, facts (including for the avoidance of doubt, litigations and dismissals or resignations of employees) or actions having occurred after the Put Option Date complying with the restrictions set forth in Section 7.1 or in Section 6.1 of the Put Option Agreement,

(ii) any updates of the Schedules with Purchaser’s prior written consent; and

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(iii) any updates to reflect the implementation of the reorganization measures as set forth in Section 2.1(a).

ARTICLE V

ADDITIONAL DISCLOSURE BY SELLER

Seller shall make its reasonable best efforts without prejudicing the conduct of the Business, to provide to Purchaser no later than on November 17, 2014 (or such other date as explicitly referred to below), the following information as of June 30, 2014 (or such other date as explicitly referred to below) in good faith and for information purposes only, without any representation or warranty with respect to its content. For the avoidance of doubt, the absence of a breach by Seller of this Article V shall not be a condition to Closing.

5.1 Organization of the Companies

Seller shall provide to Purchaser true and complete information about:

(a) any restructurings of the Companies and their Subsidiaries during the three (3) years prior to the Put Option Date, and

(b) all measures implemented by Seller prior to the execution of this Agreement with regard to the separation of the Business from the other business activities of Seller and its Subsidiaries.

5.2 Property

Seller shall provide to Purchaser:

(a) a true and complete list of all real property leased, subleased, licensed, operated or occupied by the Seller Parties in relation to the Business or the Companies and the location of the premises, in each case after the implementation of the reorganization measures pursuant to Section 2.1(a);

(b) complete and correct copies of all lease agreements relating to the real property referred to in Section 5.2(a), including all amendments thereto and all assignment and assumption agreements relating thereto; and

(c) a true and complete schedule of the remaining terms of and the monthly rent payable under the lease agreements referred to in Section 5.2(b).

5.3 Employees

Seller shall provide to Purchaser true and complete lists of:

(a) any consultants or independent contractors (on a no name basis) engaged by the Seller Parties or the Companies to perform services exclusively in relation to the Business, indicating their function, the term of their engagement, their fee arrangement and the amount of fees paid or payable for services rendered in 2013;

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(b) all collective bargaining, works council and other collective labor agreements or other industrial instruments to which any of the Seller Parties or the Companies is a party or is bound upon in relation to the Business and the Business Employees or Offer Employees;

(c) all pending or, to Seller’s Knowledge, threatened, governmental investigation, proceeding, claim, suit or other legal action against any of the Seller Parties or the Companies that is brought by or on behalf of any Business Employee or Offer Employee, former employee of the Business or any current or former non-employee service provider to the Business;

(d) all Business Employees or Offer Employees who are on an approved leave of absence from any Seller Party by reason of a long-term sickness or disability and are in receipt of benefits under a Seller Employee Program.

5.4 Employee Programs

Seller shall provide to Purchaser:

(a) a true and complete list of each Seller Employee Program;

(b) the plan document of each Assumed Employee Program;

(c) each trust agreement, annuity Contract, insurance policy or other funding arrangement, if any, that relates to any Assumed Employee Program and, a copy of each Seller Employee Program other than an Assumed Employee Program;

(d) the most recent prospectus for each Assumed Employee Program for which a prospectus is required by applicable Law;

(e) the most recently prepared actuarial valuation report and audited financial statements that relates to each Assumed Employee Program for which an actuarial valuation report or audited financial statements were required to be prepared under applicable Law;

(f) the employment contracts of any Key Business Employees,

(g) all individual retention and severance (to the extent going beyond mandatory severance terms and not already disclosed pursuant to Section 4.9(f)) arrangements or change of control provisions applicable to any Business Employee or Offer Employee that provide for benefits for any individual exceeding EUR 200,000 or which would result in a total obligation (to any number of Business Employees or Offer Employees) exceeding EUR 1,000,000; and

(h) each separation agreement, social plan or other agreement pursuant to which former employees of the Business were entitled to receive severance benefits over the last three years providing for benefits for any individual in excess of EUR 200,000 or which would result in a total obligation (to any number of Business Employees) exceeding EUR 1,000,000.

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5.5 Intellectual Property

Seller shall provide to Purchaser true and complete lists of:

(a) (i) all registered Trademarks, and all Trademarks for which applications for registration have been filed; (ii) all registered Copyrights and applications for Copyright registrations; (iii) all registered Designs and applications for Design registrations; (iv) all issued or registered Patents and Patent applications; (v) all domain names; (vi) all Software recorded with any Intellectual Property Office including the Agence pour la Protection des Programmes or any equivalent agency; (vii) all Soleau envelopes (together with a summary description of their content) (collectively, the “Registered Company Intellectual Property”); and (viii) all material unregistered Intellectual Property, including unrecorded Software, all material Databases and all material unregistered Trademarks; in each case, included within the Company Intellectual Property; and, with respect to any items described in the foregoing clauses (i) to (v), together with (A) the application and registration number (or in the case of domain names, registration date), (B) the jurisdiction where such Intellectual Property is registered or applied for (or in the case of domain names, the registrar), (C) the name of the current registrant or owner of record, and (D) the applicable renewal date, if any;

(b) all Proceedings pending before any Intellectual Property Office or Governmental Entity to which any of the Seller Parties or the Companies is or was a party and in which claims are or were raised relating to the validity, enforceability, scope, or ownership of any of the Company Intellectual Property;

(c) all Proceedings pending or threatened in writing against any of the Seller Parties and the Companies concerning (i) the ownership, validity, registerability, enforceability or use of any of the Company Intellectual Property, or (ii) alleged Intellectual Property infringement, violation, dilution or misappropriation relating to the Business;

(d) all notices received by any of the Seller Parties or Companies from a third party (i) alleging Intellectual Property infringement, violation, dilution or misappropriation relating to the Business or (ii) claiming indemnification in respect of any such infringement, violation, dilution or misappropriation;

(e) all Company Intellectual Property that is subject to any outstanding injunction, judgment, order, decree, ruling, charge, settlement, or other disposition of dispute;

(f) all IP Agreements, together with (i) a description of the relevance of each IP Agreement to the Business, including whether the Intellectual Property licensed pursuant to each such IP Agreement is used in connection with the internal operations of the Business (e.g., back office functionality) or the public facing products and services of the Business (including an identification of which products or services incorporate or use the Intellectual Property licensed pursuant to each such IP Agreement), (ii) copies of all IP Agreements not previously provided to Purchaser, and (iii) a written statement identifying

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any IP Agreements under which the consent of another Person is required for (or such IP Agreement does not permit) Purchaser, the Designated Transferees or the Companies, as the case may be, to benefit immediately following the Closing (or, in the case of the Companies to which assets are transferred pursuant to the reorganization measures pursuant to Section 2.1(a), as soon as reasonably practicable following the completion of such reorganization measures) from all the rights thereunder that the Business benefits from as of the Signing Date under such IP Agreement (including where such IP Agreement does not permit assignment from Seller to one of the Companies (or does not permit assignment in the context of the transactions contemplated by this Agreement) or contains a change of control clause that would be triggered by the transactions contemplated by this Agreement);

(g) all Contracts under which any Seller Party or any Company has licensed or provided any Company Intellectual Property to a third party (except for non-exclusive licenses granted to customers of the Business in the Ordinary Course of Business to the extent such licenses are necessary for the respective customer’s use of products of the Business or receipt of services of the Business), including, Contracts containing releases, immunities from suit, covenants not to sue or non-assertion provisions that relate to Intellectual Property;

(h) all known uses of Open Source Software by the Seller Parties and the Companies in a manner that does, or would be reasonably expected to (i) with respect to any Business Product, require its disclosure or distribution in source code form, require the licensing thereof for the purpose of making derivative works or impose any restriction on the consideration to be charged for the distribution thereof, or (ii) create, or purport to create, other obligations for the Seller Parties or the Companies with respect to any Company Intellectual Property, in each case to the extent not included in the First Audit and Subsequent Audit.

(i) all Business Software owned by the Companies or the Seller Parties for which any of the Seller Parties, the Companies or any other Person acting on their behalf has disclosed, delivered or licensed (or agreed to disclose, deliver or license, or permitted the disclosure or delivery of) any of the material source code to any escrow agent or other Person, except for disclosures to employees, contractors or consultants under agreements that prohibit use or disclosure except in the performances of services to the Companies or the Seller Parties;

(j) all notices of enforcement, deregistration, inspection or prohibition or any other notices or warnings that have been served on or issued to any of the Seller Parties or the Companies, by the applicable Data Protection Authorities, in respect of the Business Data; and

(k) all claims asserting the inaccuracy, loss, unauthorized access to or use or disclosure or unlawful processing of Business Data that have been received by any of the relevant Seller Parties or the Companies.

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5.6 Bank Accounts

Seller shall provide to Purchaser a true and complete list of all bank and savings accounts, certificates of deposit and safe deposit boxes of the Business including the name and address of each bank branch and the names of those Persons authorized to sign thereon as of the Signing Date.

5.7 Contracts and Commitments

Seller shall provide to Purchaser a true and complete list of the following Material Contracts under which the Seller Parties, to the extent the Material Contracts relate to the Business, or any of the Companies have any remaining rights or obligations (other than indemnification obligations undertaken in the Ordinary Course of Business) as of the Put Option Date:

(a) Each Material Contract that requires the consent or waiver of a third party prior to consummation of the transactions contemplated by this Agreement;

(b) each Material Contract that requires any approval, filing or notification by a Seller Party as a result of the transactions contemplated by this Agreement in order to avoid a breach, violation or default; and

(c) each Material Contract that grants exclusive rights to a third party, a Seller Party or a Company, or prohibits or restricts any Seller Party or Company from performing certain activities or competing in any line of business or with any other Person or in any geographic area or during any period of time.

5.8 Insurance

Seller shall provide to Purchaser:

(a) true and complete copies of the policies of insurance presently in force covering the Seller Parties in relation to the Business and the related assets and liabilities, and the Companies, including, without restricting the generality of the foregoing, those covering public and product liability, personnel, properties, buildings, machinery, equipment, furniture, fixtures and operations, specifying with respect to each such policy, the name of the insurer, the broker (with contact information);

(b) the three-year loss history for all such insurance policies;

(c) all other lists or schedules provided for the most recent renewal to the insurance companies shown in the list pursuant to Section 5.8(a) (e.g., payroll, sales, employee counts, etc.).

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5.9 Suppliers and Customers

Seller shall provide to Purchaser no later than seven (7) Business Days after the Merger Clearances in all jurisdictions in which pre-closing Merger Clearances are mandatory have been obtained or deemed obtained in accordance with applicable Laws true and correct lists of:

(a) all Major Customers and the amount of revenue received from each Major Customer for the last full eight (8) calendar quarters that have ended on June 30, 2014, and

(b) all Major Suppliers and the amount of purchases from each Major Supplier for the last eight (8) calendar quarters that have ended on June 30, 2014.

5.10 Tax

Seller shall provide to Purchaser no later than on the Closing Date the following information as of the Closing Date:

(a) a true and complete list of all audits, examinations, actions, suits, proceedings, verifications, investigations or inspections by any Tax Authority against the Seller Parties relating to the assessment or collection of Taxes that relate to the Business or the Companies since January 1, 2010;

(b) complete copies of any adjustments relating to Taxes of or with respect to the Business or any Company made in writing by any Tax Authority in any completed audit or examination which, by application of the result of such adjustment, could reasonably be expected to result in a material Tax liability for any post-Closing period;

(c) complete copies of any written rulings of a Tax Authority relating to Taxes and any written agreements with a Tax Authority which could reasonably be expected to result in a material Tax liability of Purchaser or its Affiliates (including the Companies) for any post-Closing period;

(d) a true and complete list of any accounting method changes under applicable Tax Law to which a Seller Party or Company is subject, or for which a Seller Party or Company has an application pending with any Tax Authority, that could give rise to an adjustment to Taxes with respect to the Business or any Company for periods after December 31, 2013;

(e) complete copies of any Tax indemnity, Tax allocation or Tax sharing agreement of the Business to which Purchaser or any of its Affiliates (including the Companies) will be exposed after Closing;

(f) a true and complete list of any items of income required to be included by the Companies in, and any items of deduction required to be excluded by the Companies from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale or open transaction disposition made on or prior to the Closing Date, or (ii) prepaid amount received on or prior to the Closing Date;

(g) a true and complete list of powers of attorney that have been granted to any Person by or with respect to any Seller Party (with respect to the Business) or Company with respect to any matter relating to Taxes; and

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(h) true and complete copies of all Tax Returns for the Companies and all other material Tax Returns filed in respect of the Business or by or on behalf of the Seller Parties (with respect to the Business) or Companies for all periods ending on or after December 31, 2010.

5.11 Update of Information

Until the Closing, Seller shall update the information provided pursuant to this Article V to reflect any additional facts, changes, conditions, circumstances or occurrences or non-occurrences of any events of which Seller becomes aware that can reasonably be expected to have a Material Adverse Effect.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants, subject to any limitations contained in this Agreement, in particular the remedies set out in Article XI below, that the statements set forth in Sections 6.1 through 6.6 are true and correct as of the Put Option Date and the Closing Date, or as of any other date explicitly referred to below, and acknowledges and confirms that Seller is relying upon the following representations and warranties in entering into this Agreement and selling the Shares and the Sold Assets:

6.1 Corporate Existence and Power

(a) Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware and has all requisite power and authority to own and operate its properties and assets and to carry on its business as presently conducted.

(b) Purchaser is not insolvent, nor has Purchaser been within the past five years involved in any insolvency or bankruptcy proceedings, requests or filings, or any bankruptcy reorganization, as the case may be, and there were and are no insolvency or bankruptcy proceedings, or any bankruptcy reorganization, as the case may be, by any Person pending or threatened in writing against Purchaser, nor are there requests or filings which may reasonably be expected to lead to such insolvency or bankruptcy proceedings.

(c) As of the Signing Date and the Closing Date, Purchaser has all requisite power and authority to enter into this Agreement and the Ancillary Agreements, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. As of the Signing Date and the Closing Date, the execution and performance of this Agreement and the Ancillary Agreements by Purchaser and the consummation by Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate or similar action.

(d) This Agreement has been, and the Ancillary Agreements when executed will be, duly executed by Purchaser and, in each case, constitutes the valid, binding and enforceable obligation of Purchaser, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally.

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6.2 Consents; No Conflicts

(a) Except for the Merger Clearances and as set forth in Schedule 6.2(a) hereto, no notices, reports or other filings are required to be made by Purchaser or any of its Subsidiaries with, nor are any consents, registrations, approvals, permits or authorizations required to be obtained by Purchaser or its Subsidiaries from, any Governmental Entity under any Laws or Permits, as a result of, in connection with, or as a condition to the execution of this Agreement and the Ancillary Agreements by Purchaser and the consummation of the transactions contemplated hereby and thereby.

(b) Except as provided in Schedule 6.2(b), the execution and performance of this Agreement and the Ancillary Agreements does not, and the consummation of the transactions contemplated hereby and thereby will not, (i) constitute or result in a breach or violation of, or a default (with or without notice, lapse of time or both) under, the Governing Documents of Purchaser or any of its Subsidiaries, or (ii) conflict with or result in a breach or violation of, constitute a default under, result in the acceleration of any obligations under, create in any party the right to accelerate, terminate, modify or cancel, or require any notice or consent under any agreement, Permit, instrument or other arrangement to which Purchaser or any of its Subsidiaries is a party or by which it is bound or to which any of its assets is subject.

(c) Except as provided in Schedule 6.2(c), the execution and performance of this Agreement and the Ancillary Agreements does not, and the consummation of the transactions contemplated hereby and thereby will not, constitute or result in any violation in any material respect of any Laws or Permits to which Purchaser or any of its Subsidiaries are subject.

6.3 Availability of Funds

Purchaser has on the date hereof the capacity to fund the Estimated Purchase Price that will become payable on the Closing Date using cash and/or available credit lines, and will, on the Closing Date, have sufficient funds available to it to pay any amounts payable pursuant to this Agreement and the Ancillary Agreements and to effect the transactions contemplated hereby and thereby.

6.4 Absence of Litigation

There are no pending Proceedings and, to Purchaser’s knowledge, no threatened Proceedings against Purchaser affecting the transactions contemplated by this Agreement or the Ancillary Agreements.

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6.5 Brokers and Finders

Except as set forth in Schedule 6.5, none of Purchaser and its Affiliates has employed any broker or finder or incurred any liability for any brokerage fees, commissions, or finders’ fees in connection with the transactions contemplated by this Agreement. Purchaser will be solely responsible for all brokerage fees, commissions, or finders’ fees payable to any broker or finder used by Purchaser in connection with the transactions contemplated by this Agreement.

6.6 Designated Transferees

To the extent a Designated Transferee is substituted to Purchaser pursuant to Section 1.2, all representations made with respect to Purchaser under this Article VI will be deemed to be made also with respect to the relevant Designated Transferee as of the date of such substitution and as of Closing Date.

ARTICLE VII

CERTAIN COVENANTS AND AGREEMENTS

7.1 Conduct of Business Prior to the Closing Date

From the Signing Date until the Closing, Seller shall in relation to the Business, and shall procure that the other Seller Parties in relation to the Business and the Companies will, conduct the Business in the Ordinary Course of Business and in a manner consistent with past practice, and use reasonable efforts to maintain existing business relationships with suppliers, customers, employees and others having material business relationships with the Business. Without limiting the generality of the foregoing, except (i) as expressly contemplated otherwise by this Agreement or the Ancillary Agreements, (ii) as required by mandatory Law, (iii) directly pursuant to the reorganization measures set forth in Section 2.1(a), (iv) with respect to the Retained Assets, (v) with the prior written consent, which shall not be unreasonably withheld, of Purchaser (Purchaser to provide its response to any such request within ten (10) Business Days, failing which Purchaser shall be deemed to have accepted such request), or (vi) as set forth in the corresponding subsections of Exhibit 7.1 hereto, from the Signing Date until the Closing Date, Seller shall not, and shall cause the other Seller Parties, in relation to the Business and the Companies not to:

(a) enter into, extend or amend any Material Contract unless (i) such Material Contract is entered into, extended or amended in the Ordinary Course of Business or (ii) if such Material Contracts is with a supplier, unless such Material Contract is terminable by a Seller Party or Company with no more than 90 days’ prior written notice;

(b) commit a material breach of, terminate or give notice to terminate any Material Contract;

(c) amend or restate the Governing Documents of any Company;

(d) adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, reorganization, recapitalization or other material reorganization of any Company;

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(e) issue, sell, transfer, pledge, dispose of or encumber any shares, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares or other equity interests in the Companies;

(f) declare, set aside or pay any dividend or other distribution payable in each case in stock, equity interests or property with respect to any shares or equity interests in the Companies, it being specified, for the avoidance of doubt, that distribution payable in cash shall be permitted;

(g) redeem, purchase or otherwise acquire directly or indirectly any of the shares or other equity interests in the Companies;

(h) make or commit to make any capital expenditure or capital additions or improvements in an amount in excess of EUR 250,000;

(i) (i) increase the compensation or benefits of any Business Employee or Offer Employee, except as required under any existing employment and services agreement, under Law and except for annual increases for an amount not exceeding 3% (including employer’s social security contributions or other payroll taxes) in the aggregate; (ii) enter into (or adopt) any new, or amend any existing, Seller Employee Program (as applicable to Business Employees) and/or Assumed Employee Program, except (A) as required by Law or pursuant to its terms or to maintain the tax-qualified status of any Seller Benefit Plan, or (B) in a manner that would not reasonably be expected to cause Purchaser or its Affiliates (including the Companies on and after the Closing) to incur any expense or incremental costs in excess of EUR 100,000, including pursuant to any obligation to continue the terms and conditions of employment of any Business Employee or Offer Employee; (iii) make any bonus, commission or incentive or equity compensation payment, other than as accrued as of the Put Option Date under or as is required by the terms of an existing compensation and benefit plan or employment and services agreement to any Business Employee or Offer Employee; (iv) promote (with corresponding increase in salary) or hire any employee to a position whose annual base salary and target bonus exceeds EUR 150,000, or undertake the hiring of employees (for a term exceeding six months) that in the aggregate bring the total number of employees to more than 4,800 employees, in each case who perform services to the Business; or (v) terminate the employment of any Business Employee or Offer Employee whose annual base salary and target bonus exceeds EUR 150,000 or terminate Business Employees or Offer Employees whose annual base salaries and target bonuses in the aggregate exceed EUR 500,000, other than for serious cause;

(j) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any equity interest in or a material portion of the assets of, or by any other manner acquire any business or any Person or division thereof;

(k) sell, lease, encumber (including by the grant of any option thereon) or otherwise dispose of any material assets or property except, with respect to any assets other than Intellectual Property, pursuant to existing Contracts or commitments or with respect to the sale of products or services of the Seller Parties or Companies in the Ordinary Course of Business;

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(l) incur or assume any long-term or short-term debt or issue any debt securities; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person in an aggregate amount in excess of EUR 400,000; make or cancel, or waive any rights with respect to, any loans, advances or capital contributions to, or investments in, any other Person; pledge or otherwise encumber any shares or other equity interests of the Companies; or mortgage or pledge any of their tangible or intangible assets or properties;

(m) pay, discharge or satisfy any claims, suits, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities and obligations in the Ordinary Course of Business;

(n) change the Accounting Principles except for any change required by reason of a concurrent change in IFRS;

(o) make or change any Tax election or Tax accounting method, settle any Tax audit, file any amended Tax Return or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Companies;

(p) enter into any Contract to the extent consummation of the transactions contemplated by this Agreement would reasonably be expected to conflict with, or result in a material violation or material breach of, or material default (with or without notice, lapse of time or both) under, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation or to the loss of a benefit under, or result in the creation of any Encumbrance (other than a Permitted Encumbrance) in or upon any of the material properties or other material assets of the Companies under, or give rise to any material increased, additional, accelerated, or guaranteed right or entitlements of any third party under, or result in any material alteration of, any provision of such Contract;

(q) take any action that can be reasonably expected to prevent the consummation of the transactions contemplated hereby or by the Ancillary Agreements;

(r) assign, grant an Encumbrance on, grant a license, release, immunity or a covenant not to sue under or in respect of any Company Intellectual Property (other than the grant of non-exclusive licenses to customers of the Business in the Ordinary Course of Business, to the extent such licenses are necessary for the respective customer’s use of products of the Business or receipt of services of the Business and subject to terms and conditions (including as to confidentiality) that are consistent with past practice);

(s) cancel, fail to renew, fail to continue to prosecute, fail to protect or defend, abandon or allow to lapse any Company Intellectual Property; or

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(t) agree or commit to do any of the foregoing.

7.2 Best Efforts

(a) Seller shall, and shall procure that the other Seller Parties and the Companies will, use best efforts to (i) deliver all notices required to be sent under any Material Contracts or IP Agreements in connection with the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) assist Purchaser to obtain from all counterparties under any Material Contract and IP Agreements waivers of any change of control clauses that would be triggered by the transactions contemplated by this Agreement.

(b) Seller shall promptly deliver to Purchaser a copy of each notice given and each waiver obtained (to the extent received by Seller) by any Seller Party or Company in connection with the transactions contemplated by this Agreement and the Ancillary Agreements

(c) Seller shall use best efforts to obtain promptly after the Signing Date from Seller’s joint venture partners in Primeum Cegedim their consent to the transfer of Seller’s interest in Primeum Cegedim contemplated by this Agreement.

(d) Seller shall use best efforts to obtain promptly after the Signing Date from the minority shareholder in Cegedim Italia waivers of any pre-emptive rights that would be triggered by the transactions contemplated by this Agreement.

(e) Seller shall not be liable under this Agreement if, despite using its best efforts, consents referred to in Section 7.2 are not obtained.

7.3 Antitrust Notification and Procedures

(a) Purchaser acknowledges the importance for Seller that all merger clearances and similar approvals be obtained prior to the Drop Dead Date. Purchaser shall have the primary responsibility for making all antitrust filings that it considers to be necessary or advisable under the relevant competition Laws (“Merger Filings”) and confirms that, in its reasonable judgment, having conducted an antitrust analysis, there is no reason that may prevent the consummation of the transactions contemplated in this Agreement on or prior to the Drop Dead Date. Purchaser shall use best efforts at its own expense to secure all merger clearances (or the expiration of the waiting periods) including in, but not limited to, the jurisdictions set out in Exhibit 7.3(a) (“Merger Clearances”) by the Drop Dead Date, including by resolving any objections that are asserted by any relevant competition authority (“Antitrust Authority”) or avoiding the institution of proceedings by any Antitrust Authority with respect to the transactions contemplated hereby. Without prejudice to the foregoing, Purchaser shall (and shall cause its Affiliates to):

(i) make, as soon as practicable and in any event no later than sixty (60) Business Days after the Signing Date, all Merger Filings with the competent Antitrust Authorities with respect to the transactions contemplated in this Agreement and supply promptly any additional information and document that may be requested by any competent Antitrust Authorities;

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(ii) do all things necessary or appropriate under Laws to obtain the Merger Clearances including offering appropriate and adequate commitments or accepting conditions or obligations that any competent Antitrust Authority may require or impose in order to grant such Merger Clearances, including divesting, disposing of, or taking actions that limits Purchaser’s freedom of action with respect to any of the businesses or assets of the Business; it being understood that notwithstanding anything in this Agreement to the contrary, Purchaser shall have obligations to take the actions specified in this clause only to the extent such actions are necessary to permit the transactions contemplated hereby to be consummated by immediately before the Drop Dead Date (and not earlier) and shall not have obligations to take such actions specified in this clause unless, but for the taking of such actions, the transactions contemplated hereby would fail to be consummated by the time that is immediately before the Drop Dead Date;

(iii) keep Seller regularly informed of the processing of the Merger Filings and, in particular, if it becomes aware of anything that might result in the Merger Clearances being delayed or denied; and

(iv) give notice to Seller of the satisfaction of the conditions precedent mentioned in Section 10.1(a) within two (2) Business Days of its becoming aware of the same (including as the case may be a copy of the Merger Clearances).

(b) Seller shall cooperate with Purchaser in making any Merger Filings and securing Merger Clearances, including by making filings jointly with Purchaser to the extent required by applicable antitrust Laws, by providing all information, explanations, and assistance requested by Purchaser in connection with the Merger Filings, by making available such personnel as Purchaser may reasonably request, by providing all information, explanations, and assistance requested by any Antitrust Authority, and by cooperating fully with any Antitrust Authority in connection with its review of the transactions contemplated hereby.

(c) Purchaser shall be entitled to direct, lead and exercise ultimate authority and control over the strategy and all discussions, submissions, negotiations, responses, requests, and other communications or proceedings with all Antitrust Authorities relating to merger clearances and similar approvals with respect to the transactions contemplated hereby, provided that Purchaser will consider in good faith the views of Seller in connection with any such notification, submission, correspondence, or other communication. Without limiting the foregoing, Purchaser will give Seller an opportunity to participate in any meeting or discussion with any Antitrust Authority in respect of any filings, investigation, or other inquiry, and keep Seller apprised of all discussions with any Antitrust Authority in connection with the transactions

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contemplated hereby and promptly provide Seller with all non-privileged and non-commercially sensitive documents (including a draft form of each notification, submission or filing) and information concerning the Merger Filings and any communication exchanged with the relevant Antitrust Authorities, provided that Purchaser shall not be required to provide Seller with any Highly Confidential Information (as defined in the Clean Team Confidentiality Agreements entered into on January 28, 2014) but shall promptly provide such information to Seller’s outside counsels.

(d) Seller shall give Purchaser reasonable advance notice of any notification, submission, correspondence, or other communication that it proposes to submit to any Antitrust Authority, provide Purchaser with a reasonable opportunity to comment on any such notification, submission, correspondence, or other communication, consult and cooperate with Purchaser and consider in good faith the views of Purchaser, permit Purchaser to participate in any meeting or discussion with any Antitrust Authority in respect of any filings, investigation, or other inquiry, and keep Purchaser apprised of all discussions with any Antitrust Authority in connection with the transactions contemplated hereby, provided that Seller shall not be required to provide Purchaser with any Highly Confidential Information (as defined in the Clean Team Confidentiality Agreements entered into on January 28, 2014) but shall promptly provide such information to Purchaser’s outside counsels.

(e) In the event Purchaser is required by any Antitrust Authority to dispose of any portion of the Business to a third party as part of the Merger Clearances process (a “Disposal”, and the portion of the Business required by any Antitrust Authority to be disposed, the “Disposed Business”), Purchaser shall use best efforts to comply with the guidelines set forth in Exhibit 7.3(e) for the completion of any such Disposal, to the extent these guidelines are consistent with the remedies imposed by the relevant Antitrust Authority.

(f) In the event that any Disposals have not been completed within 18 months after the Closing Date for any reason whatsoever, such Disposals shall be disregarded for the purposes of the calculation of the Revenue Adjustment Amount, and the corresponding 2014 revenue shall be included in the Adjusted 2014 Revenue of the Business.

7.4 Access to Information

(a) Upon reasonable notice, and except as may otherwise be required by Laws (including in particular any antitrust regulations), Seller shall in relation to the Business, and shall procure that the other Seller Parties in relation to the Business and the Companies will, afford Purchaser’s Representatives reasonable access, during normal business hours throughout the period prior to the Closing, to the Seller Parties’ and the Companies’ properties, books, Contracts and records and, during such period, the Seller Parties and the Companies shall furnish promptly to Purchaser all information concerning their respective business, properties, results of operations and personnel as may reasonably be requested, provided that no investigation pursuant to this Section 7.4 shall affect or be deemed to modify any representation or warranty made by Seller.

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(b) Upon reasonable notice, and except as may otherwise be required by Laws, Purchaser shall in relation to the Business and the Companies, and shall procure that the Designated Transferees in relation to the Business and the Companies will afford Seller’s Representatives reasonable access, during normal business hours after the Closing, to the Companies’ properties, books, Contracts and records to the extent required (i) to conduct or defend any third-party litigation, or (ii) comply with any Tax requirements or accounting matters. Furthermore, Purchaser acknowledges and agrees that Seller shall be entitled to keep a copy of all books and records of the Companies to the extent required (i) to conduct or defend any third-party litigation pending as of the Closing Date, or (ii) comply with any Tax requirements or accounting matters.

(c) Each Party undertakes to retain their respective books and records in relation to the Business and the Companies until the expiry of the applicable statutory retention period.

(d) After the Closing Date, Purchaser shall, and shall procure that its Subsidiaries (including for the avoidance of doubt, the Companies) will, retain the books and records with respect to Tax matters pertinent to the Business until the expiration of the statute of limitations (and, to the extent notified by Seller, any extensions thereof) of the respective Tax periods, and abide by all record retention agreements entered into with any Tax Authority. Prior to the expiry of the relevant retention period, Purchaser shall give Seller reasonable written notice prior to transferring, destroying or discarding any such books and records.

7.5 Audited SEC Financial Statements

(a) Seller shall use its best efforts to provide to Purchaser by December 31, 2014 copies of the SEC Financial Statements for the calendar years ending December 31, 2012 and December 31, 2013, each duly audited in accordance with U.S. generally accepted auditing standards, together with the respective audit reports by Mazars and Grant Thornton or any other independent accountant. Section 3.2(n) shall remain unaffected.

(b) Seller shall provide to Purchaser by the Closing Date copies of the SEC Financial Statements for the calendar year ending December 31, 2014, duly audited in accordance with U.S. generally accepted auditing standards, together with the respective audit report by Mazars and Grant Thornton or any other independent accountant.

(c) Purchaser undertakes to assist Seller and its auditors in connection with the preparation and delivery of the documents referred to in Sections 7.5(a) and 7.5(b) and, in particular, undertakes to mandate and pay for the accounting services that will be necessary to allow Seller to deliver such documents in due time.

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(d) The costs of the auditors in connection with the preparation of the audit reports referred to in Sections 7.5(a) and 7.5(b) shall be borne by Purchaser.

(e) Seller shall use reasonable best efforts to assist and cooperate with Purchaser in respect of any information requested by the U.S. Securities and Exchange Commission from Purchaser on the SEC Financial Statements referred to in Sections 7.5(a) and 7.5(b).

7.6 Notices of Developments

Until the Closing, and without prejudice to Seller’s other information obligations under this Agreement, each Party shall promptly notify the other in writing of any fact, change, condition, circumstance or occurrence or non-occurrence of any event of which it is aware that

(a) will or is reasonably likely to result in any material failure of such Party to comply with or satisfy any covenant or agreement to be complied with or satisfied by it hereunder, or

(b) will or is reasonably likely to result in any of the conditions set forth in Article X of this Agreement becoming incapable of being satisfied.

7.7 Replacement of Seller Guarantees

Purchaser shall enter into arrangements to replace the guarantees and indemnities granted by the Seller Parties or their banks in respect of the Business, in the list of which is, to Seller’s Knowledge, attached as Exhibit 7.7, and obtain the full release of the Seller Parties therefrom, in each case, effective as of the Closing Date. To the extent Purchaser is unable to replace such guarantees and indemnities, Purchaser shall indemnify fully the Seller Parties for any liability thereunder that relates to the conduct of the Business after the Closing Date.

7.8 Public Announcement

After the execution of this Agreement, the Parties will publish a press release substantially in the form attached as Exhibit 7.8 hereto. Neither Party shall issue or cause the publication of any other press release or announcement with respect to this Agreement or the Ancillary Agreements, or the transactions contemplated hereby and thereby, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, in the event any such press release or announcement is required by Law (including requirements by the AMF, the US Securities and Exchange Commission, NYSE Euronext or the New York Stock Exchange) to be made by the Party proposing to issue the same, such Party shall allow the other Party reasonable time to comment on such release or announcement, and consult in good faith with the other Party, prior to the issuance of any such press release or announcement.

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7.9 Confidentiality

(a) Until the expiry of a twelve (12) month period as from the Signing Date, each Party agrees that all information provided or otherwise made available to it or any of its Representatives in connection with the transactions contemplated hereby and by the Ancillary Agreements shall be confidential and may not be disclosed in any way without the prior written consent of the other Party (except (i) for those matters disclosed in the press release referred to in Section 7.8 in the form attached in Exhibit 7.8, (ii) for purposes of the Merger Clearances, (iii) for any press releases, filings, disclosure or announcements required by Law, including requirements by the AMF, the U.S. Securities and Exchange Commission, NYSE Euronext or the New York Stock Exchange, and (iv) for any filings or disclosure to any Tax Authority); provided that nothing in this Agreement shall:

(i) limit or otherwise restrict the applicability of any other confidentiality or similar provisions included in any of the Ancillary Agreements or any other agreement between the Parties, or

(ii) prevent Purchaser to use and employ confidential information relating to the Business and the Companies to carry out the Business from Closing, or

(iii) prevent a Party from otherwise disclosing confidential information to its Representatives, finance providers and rating agencies bound by a confidentiality obligation on a need to know basis.

(b) Notwithstanding the provisions of this Section 7.9 or any other provision of this Agreement, the Parties acknowledge and agree that all information disclosed or otherwise discovered by the Parties pursuant to this Section 7.9(a) shall be used solely for the purpose of evaluating or implementing the transactions contemplated by this Agreement and that no such information shall be used for any other purpose. Section 7.9(a) shall remain unaffected and prevail over this Section 7.9(b).

(c) In the event that any press release or announcement is required by Law (including requirements by the AMF, the US Securities and Exchange Commission, NYSE Euronext or the New York Stock Exchange) to be made by a Party, Section 7.8 shall remain unaffected.

7.10 Employee Matters

(a) At Purchaser’s request, Seller shall, or shall cause its relevant Affiliates to, take such actions as are necessary and appropriate to terminate the Cegedim 401(k) Plan and any other Seller Benefit Plan in the United States that includes a cash or deferred arrangement under Section 401(k) of the Code and the consequences related thereto, effective as of a date that is no later than the day prior to the Closing Date, including that the account balances of all participants in such Seller Benefit Plan become fully vested as of the date of termination, provided, however, that Purchaser shall bear the cost resulting from such termination for Seller and/or its relevant Affiliates (but shall not be

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responsible hereunder for any contribution obligation or any incremental costs incurred due to the failure of such Seller Benefit Plan to be maintained and operated in accordance with the provisions of such Seller Benefit Plan or applicable Law prior to Closing).

(b) The Parties agree and acknowledge that, with effect from the Closing Date, the Transfer Employees shall become employed by Purchaser or its Affiliates, through Purchaser’s acquisition of the Companies.

(c) Seller confirms that the Transfer Regulations are applicable to the individuals (i) listed in Part B, Section 4.1 of Exhibit 2.1(a), which sets out a complete and accurate list of the Reorganization Employees as of May 31, 2014, and (ii) to the employees of Cegedim Morocco, a list of which at May 31, 2014 is set forth in Schedule 4.9(a). Accordingly, the contracts of employment of each Reorganization Employee will have effect from the date of the transfer of the Business as if originally made between a Company and the relevant Reorganization Employee.

(d) Seller confirms that the Transfer Regulations are not applicable to the individuals listed in Part B, Section 4.2 of Exhibit 2.1(a). The Parties agree and acknowledge that they intend that those employees listed which shall remain in the employ of Seller shall become employed by a Company on or prior to the Closing Date, for which Seller will cause the relevant Company to make an offer of employment to each such employee. To the extent such employees accept the relevant offer, they shall be referred to as “Offer Employees”. Such employment shall take effect no later than on the Closing Date and shall be on terms which are substantially equivalent to and (unless otherwise agreed in writing by the Purchaser) are not more generous than the corresponding terms and conditions of employment applicable to such employee as at the date on which such offer is made (for the avoidance of doubt the Offer Employee’s length of service with Seller would be taken over by the relevant Company). To the extent a Business Employee accepts such offer, it is the intent of the Parties that a three party agreement shall be entered into between the former employer, the new employer and such Offer Employee. If any such employee refuses such offer of employment, Seller, at its sole discretion and at its own cost, shall, or shall cause its Subsidiaries to (i) terminate the employment agreement of such employee, or (ii) maintain the employment of such employee within the Seller’s group.

(e) Seller shall within 90 days after the Closing Date open up to 50 positions to create an IT division to which the Business Employees who formerly worked in Seller’s IT division will be entitled to apply. To the extent that as part of this process any offer is made to any Business Employee, such offer shall be on terms which are not less favorable to the respective Business Employees than the corresponding terms and conditions of employment applicable to such Business Employees as at the Closing Date (for the avoidance of doubt the Offer Employee’s length of service with Seller and French NewCo would be taken over by Seller). To the extent a Business Employee accepts such offer, it is the intent of the Parties that a three party agreement shall be entered into between the former employer, the new employer and such Business Employee.

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(f) To the extent permitted by any collective bargaining agreement, trade union agreement or works council agreement and applicable Law, Seller shall provide that the Business Employees’ and Offer Employees’ personnel files, including originals of all records created prior to the Closing Date (the “Personnel Records”), shall be in the possession of the Companies as of the Closing or transferred to Purchaser or its Affiliates (including the Companies on and after the Closing) as soon as practicable thereafter. Seller shall permit Purchaser or its Affiliates or their successors, and the authorized representatives of each of the foregoing, to have full access to any personnel records of former employees of the Business retained by the Seller Parties to the extent reasonably necessary in order for Purchaser or any of its Affiliates or successors to respond to a subpoena, court order, audit, investigation or otherwise as required by applicable Law or in connection with any pending or threatened Proceedings. Purchaser and its Affiliates shall permit Seller and its authorized representatives to have full access upon reasonable notice during normal business hours to the Personnel Records in order for any Seller Party to respond to a subpoena, court order, audit, investigation or otherwise as required by applicable Law or in connection with any pending or threatened Proceedings (such determination by the Parties of access shall be reasonable and shall not be unreasonably delayed).

(g) Seller shall make reasonable efforts, subject to any collective bargaining agreement, trade union agreement or works council agreement and applicable Law, to provide Purchaser in a timely manner with information and documents relating to the Seller Benefit Plans (including service crediting), employment contracts and policies, pay and performance data, personnel records, bonus, incentive and commission plans, and such other human resources related information as may reasonably be requested by Purchaser to facilitate its efforts to transition Business Employees or Offer Employees, including, where applicable, integration with the payroll systems and employee benefit plans and programs of Purchaser and its Affiliates as of the Closing Date. Without limiting the generality of the foregoing, Seller shall reasonably cooperate with Purchaser in providing access to relevant data and employment records of Business Employees and Offer Employees reasonably necessary to administer the benefits of the Business Employees under any Assumed Benefit Plan or Assumed Employee Program maintained by Purchaser or its Affiliates in which Business Employees and Offer Employees are eligible to participate on and after the Closing Date.

7.11 Intellectual Property

(a) As soon as practicable after the Closing, Seller shall deliver to Purchaser correct and complete copies of all Trademark, Copyright and Patent prosecution files and dockets, registration certificates, litigation files and related opinions of counsel and correspondence relating thereto, to the extent not in the possession of the Companies on the Closing Date.

(b) As of and following the Closing Date:

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(i) (A) Seller will not, directly or indirectly, and will cause the other Seller Parties not to directly or indirectly: (x) exploit, disclose or make use of all or any part of the Company Intellectual Property, (y) use the Trademarks included in the Company Intellectual Property or any mark confusingly similar thereto or (z) attempt to register the Trademarks included within the Company Intellectual Property or any mark confusingly similar thereto; and (B) Seller will consent to and not challenge or interfere with Purchaser’s efforts to apply for or enforce registrations for, and rights in, any Company Intellectual Property worldwide, or the use or ownership thereof by Purchaser.

(ii) Pursuant to the IT Separation Services Agreement, Seller shall, or shall cause the other Seller Parties to, maintain in force (i) any Internet domain name(s) and registration(s) thereof that, as the case may be, (A) include any Trademark that is not included in the Company Intellectual Property and (B) are required for the operating of the Business as currently conducted, and (ii) any Internet domain name(s) and registration(s) thereof that (A) include both any Trademark included in the Company Intellectual Property and any Trademark that is not included in the Company Intellectual Property and (B) are required for the operating of the Business as currently conducted (any such domain name, a “Shared Domain”).

(c) Other than the Ancillary Agreements, all Contracts relating to Intellectual Property (including all licenses, covenants not to sue and immunities) between a Company, on the one hand, and a Seller Party, on the other hand, shall, on the Closing, be terminated and cancelled without any further Liability. As of and after the Closing, Seller shall cause the relevant Seller Parties, and Purchaser shall cause the Companies, to agree to and perform the provisions of this Section 7.11(c).

(d) As of the Signing Date, the Seller has commissioned an audit by Black Duck (“First Audit”) for the purpose of identifying any Open Source Software that has been incorporated into, integrated with, combined with or linked to any of the Business Products listed on Exhibit 7.11(d)(A) (or any Software used therein) or from which any such Business Product (or any Software used therein) was derived in any way. To the extent that it has not been commissioned within thirty (30) days following the Signing Date, Seller and Purchaser shall commission an audit by Black Duck (“Subsequent Audit”) for the purpose of identifying any Open Source Software that has been incorporated into, integrated with, combined with or linked to any of the Business Products listed on Exhibit 7.11(d)(B) (or any Software used therein) or from which any such Business Product (or any Software used therein) was derived in any way (each such occurrence with respect to the Business Products identified in Exhibits 7.11(d)(A) and (B), an “Open Source Software Use”). Seller shall bear the costs and expenses of the First Audit and, as the case may be, of the Subsequent Audit (collectively, the “Audits”) and any subsequent consultation as set forth below. Seller and Purchaser have or shall cause Black Duck to provide copies of the reports setting out the results of the Audits simultaneously to Seller and to Purchaser. To the extent that such reports identify any Open Source Software Use, Seller shall provide to Purchaser, promptly after the receipt of the reports, all information

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reasonably establishing, based on such reports or otherwise, the Seller Parties’ full compliance with all of their obligations applicable to such Open Source Software or otherwise resulting from such Open Source Software Uses. If Seller cannot provide such information or if Purchaser reasonably determines that the information provided by Seller does not establish such compliance, Seller shall as soon as reasonably practicable devise, based on consultation with Black Duck, a plan for effectively remediating any such non-compliance, which plan shall be communicated to Purchaser (the “Compliance Plan”). Seller agrees to take (and to cause the other Seller Parties to take) all preparatory steps necessary to enable Seller (prior to the Closing) and the Companies (prior to and, if necessary, after the Closing) to implement the Compliance Plan as soon as reasonably practicable after receiving Purchaser’s consent thereto (such consent not to be unreasonably withheld or delayed), including, as applicable, the following steps:

(i) the establishment and maintenance of an internal repository of all relevant source code;

(ii) the collection and maintenance of all licenses that are applicable to the Open Source Software identified and authenticated in the Black Duck report and all Open Source Software attribution information and copyright notices if required under the license, and

(iii) the collection and comparison of information on all modifications made by the Seller Parties or the Companies to any Open Source Software;

provided, however, that Seller shall consult with Purchaser and receive Purchaser’s prior written consent (such consent not to be unreasonably withheld or delayed) prior to taking any remedial measures to rectify such non-compliance, including any measures that: (A) require the disclosure of any source code to Persons other than the Companies; (B) remove any Software code from any Business Products; or (C) provide any Person other than the Companies with Software patches or updates. Without limiting the foregoing, as soon as practicable after the Signing Date, Seller shall, in consultation with Purchaser, establish general policies, processes and procedures for the Business’s use and management of Open Source Software and for compliance with licenses related thereto. It is expressly agreed between the Parties that, in the event Purchaser does not provide its consent for the implementation of the Compliance Plan or any remedial measures set forth above, the Seller Parties shall not be held liable for any non-compliance that could have been rectified with such consent of Purchaser, provided, however, that this limitation on liability does not apply to (i) the removal of code that impacts functionality or (ii) the disclosure of source code.

7.12 Cooperation

Each of the Parties undertakes to make reasonable efforts to ensure that all measures necessary or useful for the completion of the transactions contemplated in this Agreement and in the Ancillary Agreements are taken in a timely manner. Each of the

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Parties also undertakes to take all necessary steps to permit the other Party and its attorneys to ascertain the satisfactory performance of all of its undertakings made herein. In the event that at any time after the Closing Date any additional reasonable measures are necessary or desirable for the completion of the subject matter hereof, the Parties shall take all such measures, or shall ensure that they are taken.

ARTICLE VIII

TAX MATTERS

8.1 Preparation and Filing of Tax Returns; Payment of Taxes

(a) Seller shall, and shall procure that the other Seller Parties and the Companies will, prepare and timely file, or cause to be timely filed, all Tax Returns of the Companies and all Tax Returns in respect of the assets, liabilities, or the operation of the Business (i) that are not yet filed as at the Signing Date but due on or before the Closing Date or (ii) for any Tax period that ends on or before the Closing Date and are due after the Closing Date (excluding for the avoidance of doubt, any Straddle Period), and shall pay or cause to be paid all Taxes shown on such Tax Returns or on any Tax assessment notices received by the Seller Parties (with respect to the Business or any Company) or the Companies on or before the Closing Date, provided that any such Tax which is not yet paid at the Closing Date shall be deemed paid by Seller if taken into account in the determination of the Purchase Price pursuant to Sections 1.4, 1.5 and 1.6. Such Tax Returns shall be prepared in accordance with applicable Law. Seller shall, and shall procure that the Seller Parties and the Companies will, (i) provide Purchaser with copies of completed drafts of such Tax Returns timely so as to allow Purchaser to review and comment on such drafts, and (ii) incorporate any timely and reasonable comments communicated by Purchaser, provided such comments are not likely to increase Seller’s liability under this Agreement. Purchaser hereby expressly acknowledges that it shall not be entitled to file, or cause to be filed, any amendment, change or note whatsoever in relation to Tax Returns of the Companies or to Tax Returns in respect of the assets, liabilities, or the operation of the Business (i) filed on or before the Closing Date or (ii) for any Tax period that ends on or before the Closing Date and are due after the Closing Date without Seller’s consent. Notwithstanding anything herein to the contrary, Purchaser may file, or cause to be filed, an amended Tax Return to the extent required by applicable Law.

(b) Seller shall be entitled to refunds received by Purchaser, any of its Subsidiaries or any of the Companies, net of all reasonable after-tax costs incurred by or imposed on Purchaser, any of its Subsidiaries, or any of the Companies with respect to such refunds, of any Taxes borne by any Seller Party or Company in relation to a period that ends on or before the Closing Date (the “Pre-Closing Tax Refunds”) only to the extent that the individual Pre-Closing Tax Refund exceeds EUR 25,000. Purchaser shall, and shall cause any of its Subsidiaries or any of the Companies to, take such reasonable steps as shall be necessary to effectively obtain such refunds. Notwithstanding anything herein to the contrary, Seller shall not be entitled to any Pre-Closing Tax Refunds to the extent they are reflected as a receivable in the Net Working Capital in the Closing Date Accounts, and Seller’s right to receive the Pre-Closing Tax Refunds shall survive only until the expiration of the relevant statute of limitation.

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8.2 Cooperation on Tax Matters

(a) After the Closing Date, Purchaser shall have the exclusive right to represent the interests of the Companies and of the Business in any and all Tax audits, assessments or administrative or court proceedings relating to Tax Returns for Tax periods ending after the Closing Date; provided, however, that Seller shall have the right to participate in any such audit, assessment or proceeding and to employ counsel of Seller’s choice at its own expense for purposes of such participation and Purchaser shall not be entitled to settle, either administratively or after the commencement of litigation, without Seller’s consent, which shall not be unreasonably withheld, any claim for Taxes to the extent that any such audit, assessment or proceeding would result in a Tax payable by a Seller Party or an indemnity payment by Seller pursuant to Sections 8.1 or 11.1.

(b) After the Closing Date, the Seller Parties shall have the exclusive right to represent the interests of the Companies and of the Business in any and all Tax audits, assessments or administrative or court proceedings relating to Tax Returns for Tax periods ending on or before the Closing Date; provided, however, that Purchaser shall have the right to participate in any such audit, assessment or proceeding and to employ counsel of Purchaser’s choice at its own expense, and the Seller Parties shall not be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes of Purchaser, the Companies or the Business if such settlement would adversely affect Taxes for any period after the Closing Date to any extent without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. In the event the Seller Parties fail within thirty (30) Business Days after notice to answer, defend or handle any such audit, assessment or proceeding, or to respond in a timely manner to a request or inquiry made by a Tax Authority in connection with such audit, assessment or proceeding, then Purchaser shall have the right to represent the interests of the Companies and of the Business, and the Seller Parties shall be bound by the results obtained by Purchaser in connection with such audit, assessment or proceeding, provided however that Purchaser shall at all times keep the Seller Parties informed of any development in relation to any such audit, assessment or proceeding.

(c) Seller agrees to notify Purchaser promptly in writing upon receipt by the Seller Parties or the Companies of notice of any pending Tax audits or assessments relating to the income, properties or operations of the Seller Parties or the Companies.

(d) Purchaser agrees to notify Seller promptly in writing upon receipt by Purchaser or any of its Subsidiaries after the Closing Date (including for the avoidance of doubt, the Companies) of notice of any pending Tax audits or assessments relating to the income, properties or operations of the Companies that includes any pre-Closing period.

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(e) After the Closing Date, Seller and Purchaser agree to cooperate, and to cause the Companies to cooperate, and provide each other with such information relating to the Business and the Companies as the other Party may reasonably request in (i) filing any Tax Return or other Tax filing or claim for refund of Taxes, (ii) determining any Tax liability or right to refund of Taxes, (iii) conducting or defending any audit or other proceeding in respect of Taxes, or (iv) effectuating the terms of this Agreement. Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Seller shall, and shall procure that the Seller Parties will, retain its and their books and records with respect to Tax matters pertinent to the Business relating to any Tax period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Purchaser, any extensions thereof) of the respective Tax periods, and abide by all record retention agreements entered into with any Tax Authority. Prior to the expiry of the relevant retention period, Seller shall give Purchaser reasonable written notice prior to transferring, destroying or discarding any such books and records (excluding for the avoidance of doubt, any books and records transferred to Purchaser prior to such date) and, if Purchaser so requests, Seller shall allow Purchaser and the Companies to take possession of such books and records. Notwithstanding the foregoing, no Party shall be unreasonably required to prepare any document, or determine any information, not then in its possession in response to a request under this Section 8.2(e).

(f) Seller and Purchaser agree to enter into an exit agreement (convention de sortie) that will address relevant Tax consequences resulting from the Companies’ exit from the French consolidated group of Seller substantially in the form attached as Exhibit 8.2(f).

8.3 Straddle Period

(a) Income Taxes relating to the pre-Closing portion of any Straddle Period shall be determined and computed as if a fiscal year had been formally closed on the Closing Date, taking into account carry forward losses available for offset until such period and available tax credits, provided that:

(i) any Tax due in relation to the pre-Closing portion of any Straddle Period which is deductible from the basis of assessment of income Taxes will be treated as immediately deductible for the purpose of calculating income Taxes relating to the pre-Closing portion of any Straddle Period even if not immediately deductible under standard Tax rules; and

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(ii) any allowance or tax credit which is calculated on an annual basis (including but not limited to research and development tax credit) shall be allocated between the period ending on the Closing Date and the period after the Closing Date in proportion to the number of days in each such period.

(iii) If the benefit of any carry forward losses, Tax credit or Tax deduction taken into account for purposes of calculating the Straddle Period Liability is subsequently denied by the relevant Tax authority (other than as a result of an event, action, circumstance, condition, occurrence or non-occurrence attributable to the Purchaser or any of its Affiliates occurring after Closing), then the portion of additional Straddle Period Liability resulting from such denial shall become payable by Seller to the Purchaser.

The same principles shall apply for all Taxes which might be due in respect of the Straddle Period and calculated by reference to income, profits or gains earned, accrued or received, or deemed to be earned, accrued or received for Tax purposes, during the Straddle Period.

(b) Real and personal property Taxes and any other ad valorem Taxes due in relation to the Straddle Period shall be apportioned between the pre-Closing portion of any Straddle Period and the post-Closing portion of any Straddle Period on a per diem basis.

(c) Any withholding tax due in relation to a specific payment or a Tax that is due as a result of the disposition of a capital asset shall be allocated to the pre-Closing portion of any Straddle Period if the relevant specific event giving rise to the withholding tax or the disposition of a capital asset occurs on or prior to the Closing Date. For the avoidance of doubt, any such event or disposition occurring after the Closing Date shall not be taken into account in computing the Taxes allocated to the pre-Closing portion of any Straddle Period.

(d) For purposes of calculating a Tax due for the Straddle Period, to the extent the applicable Tax rate is not known at the date of the calculation of the Straddle Period Liability, the last available rate shall be applied. For those Taxes or Tax credits the final of which cannot be finally determined at the date of calculation of the Straddle Period Liability, a reasonable estimate taking into account the elements which are known (and for those not known, the one used for the previous Tax period shall be used) shall be made.

8.4 Value Added Taxes

(a) All consideration specified for supplies of goods or services made, or deemed to be made, under this Agreement that do not explicitly address VAT, shall be exclusive of any and all applicable VAT. With respect to each such supply of goods or services, the Party that makes such supply shall, on or after the Closing Date, provide the other Party with a properly completed and executed VAT invoice (or other valid and customary VAT documentation) with respect to the relevant supply of goods or services promptly and in accordance with applicable Law.

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(b) Seller and Purchaser shall procure that any Person retaining any VAT records as of Closing preserve such VAT records for such periods as may be required by relevant Tax Law and during such period permit the other party or its agents at all reasonable times and subject to reasonable written notice to inspect and take copies of such VAT records at the cost of the person requesting such inspection or copies.

ARTICLE IX

NON-COMPETITION AND NON-SOLICITATION

9.1 Non-Competition

Except as otherwise provided in Section 9.3, Seller shall not, and shall procure that the Persons listed in Exhibit 9.1 and Seller’s Affiliates (other than the Companies) shall not, in any manner whatsoever during the time periods and in the regions set forth in Exhibit 9.1, either individually or in partnership or jointly or in conjunction with any other Person, directly or indirectly, carry on, engage or be interested in, be concerned with, provide services to or assist (as principal, beneficiary, director, shareholder, partner, agent, employee, consultant, independent contractor, supplier, financier or in any other capacity whatsoever) any Person to carry on, engage in or be concerned with or interested in, any business that develops, markets, licenses, sells, distributes or otherwise provides or offers any products that are competitive with the current products and services of the Business (“Current Offerings”), substitutions therefor or enhancements or modifications thereto, licensed, distributed or sold by the Companies, Purchaser or any of Purchaser’s Affiliates that carry on the Business after the Closing.

9.2 Non-Solicitation

Except as otherwise provided in Section 9.3 and in Section 7.10(d), Seller shall not, and shall procure that the Persons listed in Exhibit 9.2 and Seller’s Affiliates (other than the Companies) shall not, in any manner whatsoever during the time periods and in the regions set forth in Exhibit 9.2, either individually or in partnership or jointly or in conjunction with any other Person:

(a) solicit or endeavor to entice away, either directly or indirectly, personally or through other individuals or legal entities, any customer, prospective customer or any Person who has been a customer of the Seller Parties in relation to the conduct of the Business, any of the Companies or their respective Affiliates in order to sell such customer, prospective customer or Person any products or offerings that are competitive with the Current Offerings, substitutions therefor or enhancements or modifications thereto, licensed, distributed or sold by Purchaser or any of Purchaser’s Affiliates that carry on the Business after the Closing;

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(b) solicit or endeavor to entice away, either directly or indirectly, personally or through other individuals or legal entities, any employee or executive of Purchaser or any of the Companies who was involved in the operation of the Business in any position whatsoever prior to the Closing Date to leave such employment/position; and

(c) directly or indirectly hire, engage, retain the services of, solicit or induce to perform services (as an employee, consultant, independent contractor or otherwise) for the purpose of developing, marketing, licensing, selling, distributing or otherwise providing or offering any products or offerings that are competitive with the Current Offerings, any individuals who are, or were during the twelve (12) month period immediately preceding the date of such solicitation, employees, consultants or independent contractors of Purchaser or any of Purchaser’s Affiliates that carry on the Business after the Closing without the prior written consent of Purchaser.

9.3 Exceptions

(a) Notwithstanding any provisions or restrictions contained in Section 9.1, nothing in Section 9.1 shall prohibit or restrict Seller, the Persons listed in Exhibit 9.1 and Seller’s Affiliates from (a) owning as a passive investment less than two percent (2%) in the aggregate of the publicly traded voting securities of any entity that competes with the Business, or (b) investing in an investment entity which holds or may hold an equity or debt position in portfolio companies that compete with the Business; provided however, that Seller, the Persons listed in Exhibit 9.1 and Seller’s Affiliates shall be precluded from serving as an operating partner, general partner, manager or governing board designee with respect to such portfolio companies.

(b) Sections 9.1 and 9.2 shall not apply to the Retained Assets.

ARTICLE X

CLOSING CONDITIONS

10.1 Conditions to Each Party’s Obligations to Effect the Closing

The respective obligations of each Party to effect the Closing shall be subject to the satisfaction or waiver at or prior to the Closing of each of the following conditions:

(a) The Merger Clearances in all jurisdictions in which pre-closing Merger Clearances are mandatory have been obtained or are deemed, by applicable Law, to have been obtained (e.g., because jurisdiction has been declined by the respective Antitrust Authority) or the applicable waiting period has expired or terminated.

(b) No injunction or other judgment or order issued by any court of competent jurisdiction shall be in effect preventing the consummation of the transactions contemplated hereby and by the Ancillary Agreements.

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10.2 Conditions to Obligations of Purchaser

The obligations of Purchaser to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or written waiver by Purchaser), at or prior to the Closing, of each of the following conditions:

(a) The representations and warranties of Seller contained in Sections 4.1, 4.2 and 4.3(a) through 4.3(c) shall be true and correct as of the Put Option Date and also as of the Closing Date, in each case except for such failures to be true and correct as would not reasonably be expected to have a Material Adverse Effect, and Purchaser shall have received a certificate signed by Seller to such effect.

(b) Seller shall have implemented the pre-closing reorganization measures set forth in Exhibit 2.1(a) Part A, except for such failures to implement that would not reasonably be expected to have a Material Adverse Effect, it being understood that failure to acquire the minority interests in the Companies’ Equity listed in Exhibit 10.2(b) shall not be deemed to have a Material Adverse Effect, and Purchaser shall have received a certificate signed by Seller to such effect.

10.3 Conditions to Obligations of Seller

The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment (or written waiver by Seller), at or prior to the Closing, of the condition that the representations and warranties of Purchaser shall be true and correct as of the Put Option Date and also as of the Closing Date, and the representations and warranties pursuant to Section 6.6 shall be true and correct as of the receipt of the Acquisition Notice and also as of the Closing Date, in each case except for such failures to be true and correct as would not reasonably be expected to (i) be materially adverse to the condition (financial or otherwise), business or results of operations of Seller or (ii) prevent the consummation of the transactions contemplated under this Agreement or the Ancillary Agreement, and Seller shall have received a certificate signed by Purchaser to such effect.

ARTICLE XI

INDEMNIFICATION

11.1 Indemnification by Seller

Subject to the provisions of this Agreement, from and after the Closing, Seller agrees to indemnify, defend and hold Purchaser and its Subsidiaries (including, after the Closing, the Companies and the Designated Transferees) (the “Purchaser Indemnified Persons”) harmless in accordance with this Article XI from and in respect of any and all direct and foreseeable (in accordance with articles 1147 et seq. of the French Commercial Code) losses, damages, claims, costs and reasonable expenses (whether or not related to a Third Party Claim) (collectively, “Losses”), that they may incur arising out of or are due to:

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(a) any breach of any representation or warranty of Seller contained in Article IV;

(b) any breach of any covenant contained in Article VII or any other obligation of Seller contained in this Agreement;

(c) any events, acts, circumstances, conditions, occurrences or non-occurrences relating to the Business or any of the Companies, in each case which occurred or existed on or before the Closing (excluding, for the avoidance of doubt, any Taxes relating to the pre-Closing portion of any Straddle Period which, once finally determined in accordance with Section 1.6 for purposes of determining the Straddle Period Liability, shall not be subject to indemnification under Article XI), whether known or unknown at such date; it being expressly acknowledged and agreed by the Parties that, in addition to the limitations set forth in Section 11.7 below

(i) the Purchaser Indemnified Persons shall not be entitled to any indemnification under this Section 11.1(c) with respect to the value of any assets of the Companies, Sold Assets or any other portion or asset of the Business (whether excessive, insufficient or in connection with depreciation of value of such asset), including for the avoidance of doubt the goodwill of the Business;

(ii) there shall be no indemnification under this Section 11.1(c) if the underlying Loss (A) was already taken into account in the determination of the Purchase Price pursuant to Sections 1.4 through 1.6, (B) results from, or has been increased as a result of, any action taken by or on behalf of, or omission of, Purchaser or any of its Subsidiaries (including, for the avoidance of doubt, the Companies) outside the Ordinary Course of Business (applying mutatis mutandis to Purchaser and any of its Affiliates) after the Closing (it being expressly acknowledged that the termination of an Employee shall not be deemed in the Ordinary Course of Business), or (C) results from any action expressly authorized by Purchaser pursuant to Section 7.1;

(d) any events, acts, circumstances, conditions, occurrences or non-occurrences, in each case having occurred on or before the Closing Date, that are related to (i) the Retained Assets, (ii) any activities, assets and liabilities carved out from Companies prior to Closing, or (iii) any activities, assets and liabilities of Seller not contributed to the French NewCo as part of the reorganization measures described in Exhibit 2.1(a).

(e) the Specific Indemnity Event;

(f) any liabilities resulting from the pre-Closing operation of the OPUS prepaid card program to the extent such liabilities exceed the client funds for the operation of the OPUS prepaid card program available to the Companies upon Closing;

(g) any and all Taxes of Seller and its Subsidiaries (other than Taxes of the Companies);

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(h) any and all Taxes of or relating to the Business or any Company for any Tax period (or portion thereof) that ends on or before the Closing Date (excluding, for the avoidance of doubt, any Taxes relating to the pre-Closing portion of any Straddle Period which, once finally determined in accordance with Section 1.6 for purposes of determining the Straddle Period Liability, shall not be subject to indemnification under Article XI) to the extent such Taxes have not already been paid or caused to be paid by Seller in accordance with Sections 8.1(a) or taken into account in the determination of the Purchase Price pursuant to Sections 1.4 through 1.6;

(i) any and all Transfer Taxes resulting from or relating to the reorganization measures referred to in Section 2.1 and 5.1 to the extent they are outstanding as of the Closing Date and not already taken into account in the determination of the Purchase Price pursuant to Sections 1.4 through 1.6; and

11.2 Indemnification by Purchaser

Subject to provisions of this Agreement, from and after the Closing, Purchaser agrees to indemnify, defend and hold the Seller Parties harmless from and in respect of any and all Losses that it may incur arising out of or due to:

(a) any breach of any representation or warranty of Purchaser contained in this Agreement or of the representations and warranties pursuant to Section 6.6; and

(b) any breach of any covenant or other obligation of Purchaser contained in this Agreement.

11.3 Certain Limitations

Anything in this Agreement to the contrary notwithstanding:

(a) Except in the case of fraud on part of Seller or the Seller Parties, Losses shall be recoverable by the Purchaser Indemnified Persons pursuant to the provisions of Section 11.1(a) (other than for breaches of the representations and warranties set forth in Sections 4.1 (Corporate Existence and Power of Seller), 4.2 (Consents; No Conflicts), 4.3 (Organization of the Companies), 4.13 (Taxes) and 4.20 (Brokers and Finders)), Section 11.1(b) (other than for breaches of any covenant set forth in Section 2.4(b) and Article IX (Non-Competition and Non-Solicitation)), Section 11.1(c) (to the extent not relating to Taxes) and Section 11.1(e) (to the extent not relating to social security charges payable as a result of a Specific Indemnity Event) only to the extent

(i) the individual Loss exceeds EUR 75,000 (“De Minimis”),

(ii) the aggregate Losses (excluding Losses that do not exceed the De Minimis threshold) exceed EUR 7,500,000, in which case the Purchaser Indemnified Persons shall be entitled to seek compensation for all Losses (excluding Losses that do not exceed the De Minimis threshold) (“Basket”), and

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(iii) the total indemnification by Seller to the Purchaser Indemnified Persons shall not exceed EUR 30,000,000 (“Liability Cap”).

(b) Except in the case of fraud on part of Seller or the Seller Parties, Losses shall be recoverable by the Purchaser Indemnified Persons pursuant to the provisions of Section 11.1(a) in connection with Section 4.13 (Taxes), Sections 11.1(c) (to the extent relating to Taxes), 11.1(e) (to the extent relating to social security charges payable as a result of a Specific Indemnity Event) and Sections 11.1(g) through 11.1(i) only subject to a De Minimis of EUR 25,000 and a Liability Cap of EUR 50,000,000. For the avoidance of doubt, (i) any such Losses shall not be subject to a Basket, nor count towards (A) the Basket provided for in Section 11.3(a)(ii), or (B) the Liability Cap provided for in 11.3(a)(iii). Any Losses recoverable pursuant to any other provisions of the Agreement than those referred to in the first sentence of this Section 11.3(b) shall not count towards the Liability Cap provided for in this Section 11.3(b).

(c) Seller shall have no right of claim against the Companies with respect to any breach by Seller of any of its representations, warranties, covenants or agreements or its indemnification obligations pursuant to Article XI, and from and after the Closing, the Companies shall have no obligation with respect to breaches of representations, warranties, covenants or agreements or Seller’s indemnification obligations pursuant to Article XI.

11.4 Survival

(a) Except for the representations and warranties set forth in Sections 4.1, 4.2, 4.3, and 4.13 which shall survive only until thirty (30) days after the expiration of the relevant statute of limitation, the representations and warranties of the Parties contained in this Agreement and liability for any breach thereof, shall survive only until the expiry of a period of eighteen (18) months following the Closing Date.

(b) Any liability pursuant to Section 11.1(c) and 11.1(e) shall survive only until the expiry of a period of eighteen (18) months following the Closing Date, unless such liability relates to Taxes (including, for the avoidance of doubt, social security charges), in which case the liability shall survive only until thirty (30) days after the expiration of the relevant statute of limitation.

(c) Any liability pursuant to Sections 11.1(d) and 11.1(f) through 11.1(i) shall survive only until thirty (30) days after the expiration of the relevant statute of limitation.

(d) Except for any liability relating to breaches of the covenants set forth in Section 2.4(b) and Article IX (Non-Competition and Non-Solicitation) which shall survive only for a period of five (5) years following the Closing Date, any other liability under this Agreement shall survive only for a period of eighteen (18) months following the Closing Date.

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11.5 Claims for Indemnification

No Party or other Person shall be entitled to indemnification pursuant to this Agreement unless such Party or other Person has given written notice of its claim for indemnification within the survival periods specified in the foregoing provisions of this Article XI, except for those matters listed in Exhibit 11.5 where notice shall be deemed to have been served.

11.6 Notice and Opportunity to Defend

(a) If there occurs an event which Seller or a Purchaser Indemnified Person asserts is an indemnifiable event pursuant to Sections 11.1 or 11.2, the Person(s) seeking indemnification (the “Indemnified Person”) shall notify in writing the Party obligated to provide indemnification (the “Indemnifying Party”) promptly, but no later than twenty (20) Business Days, after the Indemnified Person is informed of any claim, event or matter as to which indemnity may be sought; provided that the failure of the Indemnified Person to give notice as provided in this Section 11.6 shall not relieve any Indemnifying Party of its obligations under Section 11.1, except to the extent that such failure prejudices the rights of any such Indemnifying Party. In the event of any claim, action, suit, proceeding or demand asserted by any Person who is not a Party or a Purchaser Indemnified Person (or a successor to such Party or Person) (a “Third Party Claim”) which is or gives rise to an indemnification claim, the Indemnifying Party may elect within ten (10) Business Days to participate or assume the defense of any such claim or any litigation resulting therefrom using counsel that upon retention to represent the Indemnifying Party with respect to such matter is reasonably satisfactory to the Indemnified Person (who must give the Indemnifying Party written notice of any objection to such counsel within five (5) Business Days after its receipt of notice of such retention and absent such objection, such counsel shall be deemed to be reasonably acceptable).

(b) If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Person may participate in such defense at the Indemnified Person’s expense, which shall include counsel of its choice at its own expense; provided that the Indemnified Person shall have the right to employ, at the Indemnifying Party’s expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the Indemnified Person if

(i) the Indemnifying Party elects not to defend a Third Party Claim,

(ii) the Indemnifying Party fails to notify the Indemnified Person within the required time period of its election as provided in this Section, or

(iii) the Indemnifying Party having timely elected to defend a Third Party Claim, fails, in the reasonable judgment of the Indemnified Person, after at least ten (10) Business Days’ notice to the Indemnifying Party, to adequately prosecute or pursue such defense (it being acknowledged that to the extent no court filing or hearing is required within such period, the Indemnifying Party shall not be deemed not to have adequately prosecute or pursue such defense).

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(c) If the Indemnifying Party assumes the defense of a Third Party Claim,

(i) no compromise or settlement thereof may be effected by the Indemnifying Party without the Indemnified Person’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there is no finding or admission of any violation of Law by the Indemnified Person or its Affiliates and no effect on any other claims that may be made against the Indemnified Person, (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (C) the Indemnified Person receives an unconditional release from all liability in respect of the Third Party Claim, and

(ii) the Indemnifying Party shall have no liability with respect to any compromise or settlement thereof effected by the Indemnified Person without its consent (which shall not be unreasonably withheld). The Indemnified Person shall furnish such information regarding itself or the claim in question as the Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

(d) Notwithstanding the foregoing, if

(i) an Indemnified Person determines in good faith that there is a reasonable probability that an action brought by a Major Customer or Major Supplier may have a material adverse effect (other than as a result of monetary damages) on the Indemnified Person’s relationship with such Major Customer or Major Supplier, or

(ii) the Third Party Claim involves any action by any Governmental Entity,

such Indemnified Person may, by notice to the Indemnifying Party, assume the exclusive right to defend such action at the Indemnified Person’s expense. In such event, the Indemnifying Party may participate in such defense at the Indemnifying Party’s expense, which shall include counsel of its choice at its own expense. The Indemnified Person shall consult with, and furnish information regarding the action, to the Indemnifying Party and its counsel, if any, as reasonably requested and the Indemnified Person shall reasonably consider the Indemnifying Party’s suggestions and comments regarding the defense of such action. No compromise or settlement thereof may be effected by the Indemnified Person without the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed). The Indemnifying Party shall furnish such information regarding itself or the claim in question as the Indemnified Person may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.

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(e) Notwithstanding anything contained in Section 11.6 to the contrary,

(i) In the case of any Losses incurred, arising out of, in connection with or as a result of an indemnification claim with respect to Taxes pursuant to Section 8.1 or 11.1, (A) any Third Party Claims shall be handled in accordance with the procedures set forth in Section 8.2, and (B) Seller shall indemnify the affected Purchaser Indemnified Persons within thirty (30) days after payment by the Purchaser Indemnified Persons of any Taxes resulting in such Losses to the extent that such payment of Taxes is required by Law;

(ii) If the Purchaser Indemnified Persons are required by Law to pay an amount with respect to Taxes for Tax periods ending on or before the Closing Date in order to represent the interests of the Companies and of the Business in any and all Tax assessments or administrative or court proceedings pursuant to Section 8.2, Seller shall indemnify the affected Purchaser Indemnified persons within thirty (30) days after such payment, provided however that if payment can legally be deferred subject to the provision of guarantees, the Purchaser Indemnified Persons shall offer Seller the possibility to offer such guarantees or to pay the costs thereof in lieu of immediate payment of such Taxes;

(iii) if Seller fails to pay all or part of any amount paid by the Purchaser Indemnified Persons specified in Sections 11.6(e)(i) and 11.6(e)(ii) when due, then Seller shall also be obligated to pay to the affected Purchaser Indemnified Persons interest on the unpaid amount for each day during which the obligation remains unpaid as provided in Section 1.7(c); and

(iv) if, following the conclusion of any administrative or court proceedings, the Purchaser Indemnified Persons recover from any relevant Tax authority an amount with respect to Taxes, for Tax periods ending on or before the Closing Date, which the Seller has paid to the Purchaser Indemnified Persons under Sections 11.6(e)(i) or 11.6(e)(ii) above or the Purchaser Indemnified Persons receive an indemnity covering the costs of any guarantees provided by Seller or the costs of which were borne by Seller, under Section 11.6(e)(ii), the Purchaser Indemnified Persons shall promptly repay such amounts to Seller.

11.7 Effect of Investigation or Knowledge; Limitations on Liability; Other

(a) Subject to the provisions of this Section 11.7, any claim for indemnification by an Indemnified Person pursuant to Section 11.1(c) and Section 11.2 shall not be adversely affected by any investigation by or opportunity to investigate afforded to the Indemnified Person at any time, nor shall such a claim be adversely affected by the Indemnified Person’s knowledge on or before the Closing Date of any breach of the type specified in Article XI or of any state of facts that may give rise to such a breach. The waiver of any condition based

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on the accuracy of any representation or warranty, or on the performance of or compliance with any covenant or obligation pursuant to Section 11.1(c) and Section 11.2, will not adversely affect the right to indemnification, payment of Losses or other remedy based on such representations, warranties, covenants or obligations.

(b) The amount of any Loss for which indemnification is provided under this Article XI shall be net of any amounts actually recovered by the Indemnified Person under insurance policies in effect and applicable to such Loss after taking into account any increase in premiums as a result of the relevant insurance claim. Purchaser shall use commercially reasonable efforts to pursue all such insurance recoveries to which Purchaser or the Companies may be entitled (whether directly or as a result of assignment of their benefit).

(c) Any payment or indemnity required to be made pursuant to Section 11.1 shall be reduced by the amount of any Tax saving or benefit relating to such payment or indemnity (including any Tax reduction or credit) actually realized by the Indemnified Person (which term shall, for purposes of this paragraph, include the ultimate payer(s) of Taxes in the case of an Indemnified Person that is a branch or a disregarded entity or other pass-through entity for any Tax purpose) in the year the Loss is incurred that would not have been realized but for the Loss giving rise to the payment or indemnity.

(d) Notwithstanding Section 11.1, the Purchaser Indemnified Persons shall not be entitled to indemnification under this Article XI with respect to any Loss that:

(i) is expressly reflected as a liability or reserve in the Closing Date Accounts, to the extent such liability or reserve has been taken into account in the calculation of the Financial Debt or the Net Working Capital;

(ii) results from the entry into force of, or changes in, any Laws (including with retroactive effect), or changes in the interpretation of any Laws on the basis of case law or administrative or regulatory practice, in each case after Closing;

(iii) results from any change in the IFRS and the Accounting Principles after Closing;

(iv) results from any element, event or fact which occurred after Closing outside the Ordinary Course of Business (applying mutatis mutandis to Purchaser and its Affiliates);

(v) except for any Loss pursuant to Section 11.1(c), results from facts, events or omissions disclosed or reasonably discoverable in documents available to the public or in the disclosure Schedules to this Agreement as may be supplemented in accordance with Section 4.22;

(vi) results from, or has been increased as a result of, any action taken by or on behalf of, or omission of, Purchaser or any of its Affiliates (including, for the avoidance of doubt, the Companies) outside the Ordinary Course of Business (applying mutatis mutandis to Purchaser and any of its Affiliates) after Closing; or

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(vii) results from any counterclaim by Business Employees dismissed by Purchaser or any of its Affiliates (including, for the avoidance of doubt, the Companies) after Closing.

(e) Notwithstanding the fact that a Loss may result from a breach or inaccuracy of more than one item set forth in Section 11.1, a Party’s liability may only be sought once in respect of any such Loss.

(f) No Loss may be indemnified twice or be indemnified if it has already been taken into account in the determination of the Purchase Price pursuant to Sections 1.4 through 1.6.

(g) The indemnification provisions contained in this Article XI are intended to provide the sole and exclusive remedy following the Closing as to all Losses any Party may incur arising from or relating to the Agreement or the transactions contemplated thereby, and each Party hereby waives to the full extent they may do so, any other rights or remedies that may arise under any applicable statute, rule or regulation.

(h) The indemnities herein are intended solely for the benefit of the Persons expressly identified in this Article XI (and their permitted successors and assigns) and are in no way intended to, nor shall they, constitute an agreement for the benefit of, or be enforceable by, any other Person.

(i) To the extent permitted by applicable Law, the Parties agree to treat all payments under the indemnification provisions of this Article XI as an adjustment to the Purchase Price.

(j) For purposes of this Article XI, all references to this Agreement shall be deemed to include Exhibits and Schedules hereto as well as any certificates delivered hereunder.

ARTICLE XII

DEFINITIONS AND INTERPRETATION

12.1 Definitions

For the purposes of this Agreement:

“2012 Combined Financial Statements” has the meaning set forth in Section 4.5(a).

“2013 Combined Balance Sheet” has the meaning set forth in Section 4.5(b).

“2013 Combined Financial Statements” has the meaning set forth in Section 4.5(b).

“Accounting Principles” has the meaning set forth in Section 1.6(a).

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“Acquisition Notice” has the meaning set forth in Section 1.2(a).

“Adjusted 2014 Revenue of the Business” means the aggregate revenue of the Business generated in the financial year 2014 (with revenue generated from Seller or Seller Parties being capped at EUR 19,600,000 for purposes of calculating the Adjusted 2014 Revenue of the Business), minus the Disposed Revenue, provided that (i) the maximum amount of revenue to be so deducted shall be limited to EUR 25,000,000, and (ii) a Disposal shall not be deemed to have occurred until completion of such Disposal actually occurs. The relevant revenue shall be determined using IFRS and the Accounting Principles and the currency exchange rates used in the 2013 Combined Financial Statements, as attached in Exhibit 12.1(i).

“Affiliate” means, with respect to any specified Person, any other Person which, directly or indirectly, owns or controls, is under common ownership or control with, or is owned and controlled by, such specified Person.

“Agreement” has the meaning set forth in the Preamble.

“AMF” means the French Autorité des marchés financiers.

“Ancillary Agreements” means the Local SPAs, the Local APAs, the Trademark License Agreement, the IT Separation Services Agreement, the Transitional Services Agreement, the OneKey License Agreement, the MyIT License Agreement, the Reportive License Agreement, the Docnet Distribution Agreement and the Printing Services Agreement, it being expressly acknowledged that, should Seller and Purchaser or any of their Subsidiaries enter in all or part of the Offered Data Supply and Services, the underlying agreements shall be deemed Ancillary Agreements.

“Antitrust Authority” has the meaning set forth in Section 7.3(a).

“Assumed Benefit Plan” shall mean each Seller Benefit Plan or portion thereof that (i) Purchaser or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement, trade union agreement or works council agreement, or (ii) is sponsored or maintained by the Companies as of Closing.

“Assumed Employee Program” shall mean each Employee Program or portion thereof that (i) Purchaser or any of its Affiliates is required to assume under applicable Law or any applicable collective bargaining agreement, trade union agreement or works council agreement, or (ii) is sponsored or maintained by the Companies as of Closing.

“Assumed Liabilities” has the meaning set forth in Section 1.1(c).

“Audits” has the meaning set forth in Section 7.11(d).

“Basket” has the meaning set forth in Section 11.3(a)(ii).

“Benefit Plan” means the collective plans or programs relative to severance, retirement, profit sharing, savings, life, health, disability, accident, medical insurance, or other welfare fringe benefit.

“Business” has the meaning set forth in the Recitals.

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“Business Data” has the meaning set forth in Section 4.16(a).

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banking institutions in Paris or New York are authorized or obligated by Law or executive order to be closed.

“Business Employee” means any individual who is a Transfer Employee or a Reorganization Employee.

“Business Products” means all products and services developed (including products and services for which development is ongoing), manufactured, made commercially available, marketed, distributed, sold, provided, imported for resale or licensed out by or on behalf of the Business or a Company since its inception.

“Business Software” means all material Software either owned by the Companies or used in connection with the Business (whether owned by the Seller Parties or licensed from any other Person).

“Cash” has the meaning set forth in Section 1.4(b).

“Cash Pool Companies” has the meaning set forth in Section 2.2(a).

“Cash Pool Payable” has the meaning set forth in Section 2.2(c).

“Cash Pool Receivable” has the meaning set forth in Section 2.2(c).

“Cash Pool Subsidiaries” has the meaning set forth in Section 2.2(a).

“Closing” has the meaning set forth in Section 3.1.

“Closing Date” has the meaning set forth in Section 3.1.

“Closing Date Accounts” has the meaning set forth in Section 1.6(a).

“Code” means the United States Internal Revenue Code of 1986, as amended, including any successor thereto and any regulations promulgated thereunder.

“Companies” has the meaning set forth in the Recitals.

“Companies’ Equity” has the meaning set forth in Section 4.3(c).

“Company Intellectual Property” means all Intellectual Property owned by the Companies and all Intellectual Property transferred to the Companies pursuant to the reorganization measures in Section 2.1(a) and Exhibit 2.1(a), excluding for the avoidance of doubt, any Intellectual Property (i) exclusively relating to the Retained Assets which shall be transferred out of any Company pursuant to the reorganization measures set forth in Section 2.1(a) and (ii) licensed by any Seller Party to Purchaser under the Trademark License Agreement or Transitional Services Agreement.

“Compliance Plan” has the meaning set forth in Section 7.11(d).

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“Contract” means any written or oral contract, agreement, lease, license, sales and purchase order, warranty or similar binding arrangement or understanding, in each case as amended or supplemented from time to time.

“Contributor” means any former or current employee, officer, director, consultant or any other individual who is or has been involved in the creation, invention or development of Intellectual Property for or on behalf of the Companies or the Business.

“Copyrights” means all copyrights (registered or unregistered), copyright registrations and applications and moral rights, and rights ancillary or equivalent thereto, and all rights therein provided by multinational treaties or conventions

“Current Offerings” has the meaning set forth in Section 9.1.

“Database” means the collection or compilation of data used, recorded, stored, transmitted and retrieved in electronic or paper form by the Seller Parties or the Companies in the conduct of the Business as presently conducted, or acquired from third parties. The term “Database” includes all documentation, written narratives and flow diagrams of all procedures used in connection with the collection, processing, projection and distribution of data contained in Databases.

“Database Rights” means all databases, including sui generis database rights.

“Data Protection Authorities” means any Governmental Entity responsible for monitoring the application within its territory of the applicable Data Protection Legislation or enforcing such legislation, such as the Commission nationale de l’informatique et des libertés (CNIL) in France or the Information Commissioner in the United Kingdom, including any Governmental Entity with whom another Data Protection Authority must consult or whose authorization is required such as the Committee in charge of healthcare research processing (CCTIRS) in France.

“Data Protection Legislation” means (i) the EU Data Protection Legislation, (ii) all Laws implementing the EU Data Protection Legislation, (iii) the Health Insurance Portability and Accountabilty Act (HIPAA) and its accompanying regulations, and (iv) any other applicable European Union, United States, national, federal, state or other Laws relating to the use, processing, collection or dissemination of personal data or personally identifiable information, including without limitation Laws regulating the processing of personal data for the purposes of direct marketing and Laws protecting privacy. For the purpose of this Agreement, the terms “personal data”, “personally identifiable information”, “processing”, “control”, “data subject”, derivatives thereof or equivalent concepts in relation to personal data or personally identifiable information shall have the meanings ascribed to them in the applicable Data Protection Legislation.

“De Minimis” has the meaning set forth in Section 11.3(a)(i).

“Designated Transferees” has the meaning set forth in Section 1.2(a).

“Designs” shall mean all designs, whether registered or unregistered.

“Disposal” has the meaning set forth in Section 7.3(e).

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“Disposed Business” has the meaning set forth in Section 7.3(e).

“Disposed Revenue” means the revenue generated by each of the Disposed Businesses during the financial year 2014, duly aggregated. The relevant revenue shall be determined using IFRS and the Accounting Principles and the currency exchange rates used in the 2013 Combined Financial Statements, as attached in Exhibit 12.1(i).

“Dispute” has the meaning set forth in Section 13.2(b).

“Disputed Amounts” has the meaning set forth in Section 1.6(d).

“Docnet Distribution Agreement” has the meaning set forth in Section 2.7.

“Drop Dead Date” shall mean the date that is three hundred (300) days after the later of (i) the date of the Merger Filing with the European Commission, and (ii) the date of the Merger Filing with the U.S. Federal Trade Commission and Department of Justice, or such later date as the Parties may agree.

“Employee Program” means the employee collective plans or programs, collective agreements or commitments that are relative to severance, retention, change in control and, termination terms, retirement and pension, profit sharing, variable, incentive or deferred compensation, stock option, restricted stock or other equity-based plan, vacation and working time, savings, life, health, disability, accident, medical insurance, or other welfare fringe benefit that is established to provide benefits to any current or former employee or current or former independent contractor of an employer, its affiliates or their successor.

“Encumbrance” means any option, mortgage, charge, pledge, transfer restriction, lien, title defect, right of first refusal, right of first offer, or any other security, encumbrance or restriction to use or transfer.

“Estimated Purchase Price” has the meaning set forth in Section 1.5.

“Exhibits” shall mean the exhibits to this Agreement.

“EU Data Protection Legislation” means directive 95/46/EC of the European Parliament and of the Council of October 24, 1995 on the protection of individuals with regards to the processing of personal data and on the free movement of such data and directive 2002/58/EC of the European Parliament and of the Council of July 12, 2002 concerning the processing of personal data and the protection of privacy in the electronic communications sector.

“Financial Debt” has the meaning set forth in Section 1.4(b).

“Financial Information” has the meaning set forth in Section 1.6(a).

“First Audit” has the meaning set forth in Section 7.11(d).

“French NewCo” shall mean the French société par actions simplifiées to be incorporated as set forth in Exhibit 2.1(a).

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“Governing Documents” means, with respect to a Person that is not an individual, (i) its articles or certificate of incorporation and bylaws or certificate of formation and operating agreement (or equivalent creation, formation, or organizational documents) and (ii) any amendment or supplement to the foregoing.

“Governmental Entity” means any supranational, national, state, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any Tax, regulatory or governmental or quasi-governmental authority, any Intellectual Property Office and any Data Protection Authority.

“ICC” has the meaning set forth in Section 13.2(c).

“IFRS” means international financial reporting standards (i) as implemented in the European Union, or (ii) for purposes of the SEC Financial Statements, issued by the International Accounting Standards Board.

“Indemnified Person” has the meaning set forth in Section 11.6(a).

“Indemnifying Party” has the meaning set forth in Section 11.6(a).

“Independent Auditor” means (i) the Paris office of (A) Baker Tilly LLP or, if it refuses its appointment, (B) FTI Consulting, France or, if it refuses its appointment (C) Cailliau Dedouit et Associés; or if it refuses its appointment, (ii) any replacement independent auditor appointed pursuant to Section 1.6(e).

“Intellectual Property” means all rights in intellectual and industrial property in any jurisdiction, whether registered or unregistered, including rights in: (a) inventions and invention disclosures, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a Patent, (b) Patents, (c) Trademarks, (d) Designs, (e) Copyrights, (f) Software, (g) Database Rights, (h) Trade Secrets, (i) technology (including know-how and show-how), research and development information, drawings, plans, (j) any material or content of Soleau envelopes (including Designs, Copyrights, Software, Databases or Trade Secrets) and (k) all rights to obtain and rights to apply for Patents, and to register and apply for Trademarks, Designs and Copyrights, and any registrations of, applications to register and renewals and extensions of any of the foregoing with or by any Governmental Entity.

“Intellectual Property Office” means any governmental or quasi-governmental national, supranational or international agency or organization in charge of recording, granting, registering or issuing Intellectual Property anywhere in the world (including the French Institut National de la Propriété Industrielle, the Agence pour la Protection des Programmes, the United States Patent and Trademark Office, the European Patent Office, the Office of Harmonization for the Internal Market or the World Intellectual Property Organization).

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“Interest Rate” shall mean the rate for deposits in euro for a period of three (3) months quoted on the Reuters Page EURIBOR at 11:00 am on the relevant due date, plus 100 basis points, calculated on the basis of actual days elapsed divided by 360; provided, however, that the Interest Rate shall not to be less than 0%.

“Interim Revenue Adjustment Amount” shall equal 50% of the Revenue Adjustment Amount calculated as if (i) all Disposals were completed, and (ii) the Net Proceeds were equal to EUR 0.

“IP Agreements” means all Contracts under which a third party licenses or provides any Intellectual Property to any Company or, to the extent such Intellectual Property is used in the Business, to any Seller Party (except for any non-exclusive licenses for commonly commercially available “off the shelf” Software programs with a value of less than EUR 50,000 per year under which a Company is a licensee) including Contracts containing releases, immunities from suit, covenants not to sue or non-assertion provisions that relate to Intellectual Property.

“IT Separation Services Agreement” has the meaning set forth in Section 2.6(a).

“Kadridge Distribution Agreement” has the meaning set forth in Section 2.7.

“Key Business Employee” means any Business Employee holding free shares in Seller as of June 30, 2014.

“Law” means any applicable law, ordinance, regulation, rule, treaty, judgment, order (whether temporary, preliminary or permanent), decree, binding recommendations and opinions, arbitration award, license or permit of any Governmental Entity.

“Liability Cap” has the meaning set forth in Section 11.3(a)(iii).

“Local Cash Pool” has the meaning set forth in Section 2.2(a).

“Local APAs” has the meaning set forth in Section 1.3(b).

“Local SPAs” has the meaning set forth in Section 1.3(a).

“Local Transfer Agreements” has the meaning set forth in Section 1.3(b).

“Losses” has the meaning set forth in Section 11.1.

“LTM Revenue” means the aggregate revenue of the Business during the past twelve (12) months ending on the Closing Date.

“Major Customers” means the top twenty-five (25) customers of the Business in terms of worldwide consolidated (i.e. taking into account its affiliated entities) euro value during the financial year 2013.

“Major Suppliers” means the top twenty-five (25) suppliers of the Business in terms of worldwide consolidated (i.e. taking into account its affiliated entities) euro value during the financial year 2013.

“Marks” shall mean the “Cegedim” trademarks and the “Medexact” trademarks.

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“Material Adverse Effect” means any change, event, circumstance or effect (whether alone or together with other changes, events, circumstances or effects) that is or would reasonably be expected to (i) be materially adverse to the condition (financial or otherwise), business or results of operations of the Business and/or the Companies taken as a whole, or (ii) prevent consummation of the transactions contemplated under this Agreement and the Ancillary Agreements.

“Material Contracts” means (i) any master agreement (it being specified that any agreement which governs the key terms of a contractual relationship with a Major Customer or Major Supplier shall be deemed a master agreement) in relation to the conduct of the Business with any Major Customer or any Major Supplier, and (ii) any agreement in relation to the conduct of the Business involving consolidated (i.e., taking into account its affiliated entities) payments in excess of EUR 5,000,000 by any party thereto during the fiscal year ending on December 31, 2013, it being understood for the avoidance of doubt that any local application agreement, statement of work, work order or any similar agreement under a master agreement referred to in (i) above shall not be deemed a Material Contract.

“Merger Clearances” has the meaning set forth in Section 7.3(a).

“Merger Filings” has the meaning set forth in Section 7.3(a).

“MyIT License Agreement” has the meaning set forth in Section 2.7.

“Negative Adjustment Amount” has the meaning set forth in Section 1.6(k).

“Net Proceeds” means (A) in the event the Disposed Revenue is lower than or equal to EUR 25,000,000, an amount equal to the lower of (i) the aggregate cash consideration (net of any reasonable out-of-pocket costs and disposal fees) received by Purchaser as consideration for all Disposals (the “Consideration”) and (ii) the Disposed Revenue, (B) in the event the Disposed Revenue exceeds EUR 25,000,000, an amount equal to the lower of (i) EUR 25,000,000 and (ii) the Consideration (x) multiplied by EUR 25,000,000 and (y) divided by the Disposed Revenue.

“Net Working Capital” has the meaning set forth in Section 1.4(c).

“Notice of Disagreement” has the meaning set forth in Section 1.6(b).

“OneKey License Agreement” has the meaning set forth in Section 2.7.

“Offered Data Supply and Services” has the meaning set forth in Section 2.8(a).

“Offer Employees” has the meaning set forth in Section 7.10(d).

“Open Source Software” means any Software that is subject to the terms of any Contract in a manner that requires that such Software, or other Software into which such Software is incorporated, or other Software linked to, derived from, combined with or distributed with such Software, be (i) disclosed or distributed in source code form; (ii) licensed for the purpose of making derivative works; or (iii) redistributable at no charge. Without limiting the foregoing, any Software that is subject to the terms of any of the licenses certified by the Open Source Initiative and listed on their website (www.opensource.org) is Open Source Software.

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“Open Source Software Use” has the meaning set forth in Section 7.11(d).

“Ordinary Course of Business” means the ordinary course of business of Seller (to the extent it relates to the Business) and the Companies consistent with past custom and practice (including with respect to frequency and amount).

“Parent Cash Pools” has the meaning set forth in Section 2.2(a).

“Party” and “Parties” has the meaning set forth in the Preamble.

“Patents” means all national and multinational patents, patent registrations, patent applications, provisional patent applications, utility models and petty patents, including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations of any of the foregoing, and all rights therein provided by multinational treaties or conventions and all improvements to the inventions disclosed in each such registration, patent or application.

“Permits” has the meaning set forth in Section 4.15(b).

“Permitted Encumbrances” means: (i) Encumbrances securing liabilities reflected in the 2013 Combined Balance Sheet or the SEC Financial Statements for the calendar year ending December 31, 2014, (ii) Encumbrances for current Taxes not yet due and payable or for which Taxes are being contested in good faith, (iii) mechanic’s, materialman’s, carrier’s, repairer’s and other similar Encumbrances arising or incurred in the Ordinary Course of Business or that are not yet due and payable or are being contested in good faith, and (iv) the Encumbrances referred to in Sections 7.2(c) and 7.2(d).

“Person” means an individual, corporation, partnership, limited liability company, trust or unincorporated organization or a government or any agency or political subdivision thereof, or any other entity.

“Personnel Records” has the meaning set forth in Section 7.10(f).

“Positive Adjustment Amount” has the meaning set forth in Section 1.6(k).

“Pre-Closing Tax Refunds” has the meaning set forth in Section 8.1(b).

“Printing Services Agreement” has the meaning set forth in Section 2.6(c).

“Proceedings” means any actions, suits, litigations, arbitrations, proceedings (including any civil, criminal, administrative, investigative or appellate proceeding), or hearings commenced, brought, conducted or heard by or before, or otherwise involving, any court or other Governmental Entity or any arbitrator or arbitration panel.

“Purchase Price” has the meaning set forth in Section 1.4(a).

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Indemnified Person” has the meaning set forth in Section 11.1.

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“Purchaser’s Bank Account” has the meaning set forth in Section 1.7(e).

“Put Option Agreement” has the meaning set forth in the Recitals.

“Put Option Date” has the meaning set forth in the Recitals.

“Registered Company Intellectual Property” has the meaning set forth in Section 5.5(a).

“Reorganization Employees” means those employees of Seller who will be transferred to French NewCo as part of the reorganization measures contemplated in Exhibit 2.1(a) in accordance with the Transfer Regulations and who remain employed by French NewCo immediately prior to the Closing Date.

“Reportive License Agreement” has the meaning set forth in Section 2.7.

“Representatives” means the directors, officers, employees, counsels, accountants and other authorized representatives of a Person.

“Retained Assets” has the meaning set forth in the Recitals.

“Revenue Adjustment Amount” has the meaning set forth in Section 1.4(d).

“Schedules” shall means the schedules to this Agreement.

“SEC Financial Statements” shall mean the combined carve-out financial statements of the Business, comprising a combined carve-out balance sheet, statement of operations, statement of cash flows, statement of shareholders’ equity, and statement of comprehensive income, together with all related footnotes and schedules, prepared in good faith in accordance with IFRS and the Accounting Principles applied on a consistent basis throughout the period covered thereby.

“Seller” has the meaning set forth in the Preamble.

“Seller Benefit Plan” means each Benefit Plan sponsored, maintained or contributed to (or required to be contributed to) by the Seller Parties (in connection with the Business) or the Companies, or with respect to which any Seller Party or Company is a party, and in which any Business Employee is or becomes eligible to participate or derive a benefit.

“Seller Employee Program” means each Employee Program sponsored, maintained or contributed to (or required to be contributed to) by the Seller Parties (in connection with the Business) or the Companies, or with respect to which any Seller Party or Company is a party, and in which any Business Employee is or becomes eligible to participate or derive a benefit.

“Seller Parties” shall mean Seller and the Seller Subsidiaries designated as “Seller Party” in Exhibit 1.1(a) and Exhibit 1.1(c).

“Seller’s Bank Account” has the meaning set forth in Section 1.7(d).

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“Seller’s Knowledge” means the actual knowledge of Jean-Claude Labrune, Laurent Labrune, Pierre Marucchi, Sandrine Debroise, Anna Guillaume, Karl Guenault, Chantal Perusat and Tania Sabbah.

“Shared Domain” has the meaning set forth in Section 7.11(b)(ii).

“Shares” has the meaning set forth in Section 1.1(a).

“Signing Date” means the date of signing of this Agreement.

“Software” means any and all computer programs and applications and all related source code and object code, documentation, manuals, program files, field and data definitions and relationships, data definition specifications, data models, program and system logic, interfaces, program modules, routines, subroutines, algorithms, program architecture, design concepts, system design, program structure, sequence and organization, screen displays and report layouts, and all other material related to such software.

“Sold Assets” has the meaning set forth in Section 1.1(c).

“Sold Companies” has the meaning set forth in the Recitals.

“Specific Indemnity Event” has the meaning set forth in Exhibit 12.1(ii). Section 11.7(d)(vii) shall not apply with respect to any counterclaims relating to the Specific Indemnity Event.

“Straddle Period” means a Tax period that includes the Closing Date but does not begin or end on that day.

“Straddle Period Liability” means all Tax liabilities relating to the pre-Closing portion of any Straddle Period determined in accordance with Section 8.3.

“Subsequent Audit” has the meaning set forth in Section 7.11(d).

“Subsidiary” means with respect to any specified Person, any other Person with respect to which such specified Person, directly or indirectly, (i) owns or controls capital stock or other equity interests representing more than fifty percent (50%) of the general voting power under ordinary circumstances of such other Person, (ii) has the power to elect a majority of the board of directors of such other Person, or (iii) has the power to direct the business and policies of such other Person.

“Target Net Working Capital” means an amount equal to 4% of the LTM Revenue.

“Tax” or “Taxes” means any taxes of any kind, including but not limited to those on or measured by or referred to as income, gross receipts, capital stock, excise, transfer, registration, gains, sales, goods and services, use, ad valorem, franchise, profits, stamp, occupation, license, withholding, escheat or unclaimed property, employment, payroll, severance, premium, value added, windfall profits, surtaxes, environmental, personal property, real property, franchise, social security, national health contributions, pension and employment insurance contributions, customs, together with any interest and any penalties, additions to tax or additional amounts imposed by any Tax Authority, whether disputed or not.

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“Tax Authority” means, with respect to any Tax, the Governmental Entity that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such Governmental Entity.

“Tax Return” means any return, declaration, report, election, notice, statement or information return and including any amendment, schedule, attachment, part, supplement, appendix and exhibit thereto, made, prepared, filed or required to be filed with any Governmental Entity, domestic or foreign, with respect to Taxes.

“Third Party Claim” has the meaning set forth in Section 11.6(a).

“TOGC” means (a) in the case of VAT imposed in conformity with European Union Council Directive 2006/112/EC (the “VAT Directive”), the transfer by Seller or the Seller Parties of a totality of assets or part thereof within the meaning of Article 19 of the VAT Directive that is not subject to VAT by virtue of the relevant Tax Law of an EU member state implementing such Article, and (b) in the case of any other VAT, the transfer by Seller or the Seller Parties of a business as a going concern or a part thereof that is not subject to VAT by virtue of the relevant Tax Law of the relevant jurisdiction.

“Trademarks” means all trademarks, service marks, trade dress, logos, distinguishing guises and indicia, trade names, corporate names, business names and domain names; in each case, whether or not registered, including all common Law rights, and registrations, applications for registration and renewals thereof, including, but not limited to, all marks registered in the United States Patent and Trademark Office, the Intellectual Property Offices of the states and territories of the United States, and the Intellectual Property Offices of other nations throughout the world, and all rights therein provided by multinational treaties or conventions and any goodwill associated with any of the foregoing.

“Trademark License Agreement” has the meaning set forth in Section 2.4(a).

“Trade Secrets” means all trade secrets and confidential information (including know-how, studies, ideas, formulas, methods, processes, procedures and specifications).

“Transfer” means any sale, assignment, hypothecation, transfer or other disposition.

“Transfer Employees” means the employees employed by the Companies (other than French NewCo) and who remain employed by the Companies (other than French NewCo) immediately prior to the Closing Date.

“Transfer Regulations” means the provisions of EU Council Directives 77/187/EC and 2001/23/EC (as amended from time to time) and the laws implementing such EU Council Directives in any relevant jurisdiction and any comparable employee transfer laws and regulations of any non-EU jurisdictions.

“Transfer Taxes” has the meaning set forth in Section 13.6.

“Transitional Services Agreement” has the meaning set forth in Section 2.6.

“VAT” shall mean value added taxes.

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Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number, and vice versa.

12.2 Interpretation

In this Agreement, except as otherwise expressly provided or as the context otherwise requires:

(a) Reference to an Article, a Section, a Subsection or a Schedule is to an article, section, subsection or schedule to this Agreement.

(b) The word “including” and words of similar import, when following a general statement or term, is not to be construed as limiting the general statement or term to any specific item or matter set forth or to similar items or matters, but rather as permitting the general statement or term to refer also to all other items or matters that could reasonably fall within its broadest possible scope.

(c) An accounting term not otherwise defined herein has the meaning assigned to it, and, unless otherwise specifically noted, every calculation to be made hereunder is to be made in accordance with IFRS.

(d) A reference to a statute includes all statutory instruments, rules and regulations made thereunder, all amendments to or restatements of the foregoing in force from time to time, and every statute or regulation that supplements, supersedes or is a successor to such statute, statutory instrument, rule or regulations.

(e) A reference to a Person includes any successor to that Person

(f) A word importing the masculine gender includes the feminine and neuter, a word in the singular includes the plural, a word importing a corporate entity includes an individual, and vice versa.

(g) A reference to “approval”, “authorization” or consent means written approval, authorization and consent.

ARTICLE XIII

MISCELLANEOUS

13.1 Notices

All notices and communications hereunder shall be in writing and shall be deemed to have been duly given upon receipt of: hand delivery; certified or registered mail, return receipt requested; telecopy transmission with confirmation of receipt; or delivery by an international carrier with proof of receipt:

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(a) If to Seller, to

Cegedim SA

127-137, rue d’Aguesseau

92641 Boulogne-Billancourt

France

Attention: CEO

Copy: Legal director

Phone: +33 1 49 09 22 00

Fax: +33 1 49 09 24 62

with a copy (which shall not constitute notice) to:

Ashurst LLP

18, square Edouard VII

75009 Paris

France

Attention: Yann Gozal

Phone: +33 1 53 53 53 75

Fax: +33 1 53 53 53 54

(b) If to Purchaser, to:

IMS Health Incorporated

83 Wooster Heights Road

Danbury, CT 06810

USA

Attention: General Counsel

Phone: +1 203 448 4608

Fax: +1 203 448 4668

with a copy (which shall not constitute notice) to:

Cleary Gottlieb Steen & Hamilton LLP

Rue de la Loi 57

1040 Brussels

Belgium

Attention: Jacques Reding

Phone: +32 2 287 2000

Fax: +32 2 231 1661

Such names and addresses may be changed by written notice to each Person listed above.

13.2 Governing Law; Dispute Resolution

(a) This Agreement shall be governed by and construed in accordance with the Laws of France (without regard to the choice of Law provisions thereof).

(b) If there shall be any dispute, controversy or claim between the Parties arising out of, relating to, or connected with this Agreement (other than any disputes on the Closing Date Accounts and/or the resulting adjustment to the Estimated Purchase Price, which shall be governed exclusively by the provisions of Section 1.6) and/or any Local Transfer Agreement (“Dispute”), the breach, termination or invalidity hereof, or the provisions contained herein or omitted

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herefrom, the Parties shall use their best efforts to resolve the matter on an amicable basis and in a manner fair and equitable to the Parties. If one Party notifies the other Party or Parties that a Dispute has arisen and the Parties to such Dispute are unable to resolve the Dispute within thirty (30) days from such notice, then the matter shall be referred to the chief executive officers of IMS and Cegedim, who shall act by mutual agreement on all such matters. No recourse to arbitration under this Agreement shall take place unless and until the chief executive officers of IMS and Cegedim have been unable to resolve the Dispute within thirty (30) days after the expiration of the thirty (30) day period referred to above.

(c) All Disputes arising out of or in connection with this Agreement and the Local Transfer Agreements shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (“ICC”) by three arbitrators appointed in accordance with the said Rules. The place of arbitration shall be London, United Kingdom. The language of the arbitration shall be English.

(d) Each Party shall nominate one arbitrator within twenty (20) Business Days after delivery of the request for arbitration. In the event a Party fails to nominate an arbitrator, upon request of either Party, such arbitrator shall instead be appointed by the ICC within twenty (20) Business Days of receiving such request. The two arbitrators appointed in accordance with the above provisions shall nominate the third arbitrator within thirty days of their appointment. If the first two appointed arbitrators fail to nominate a third arbitrator, then, upon request of either Party, the third arbitrator shall be appointed by the ICC within twenty (20) Business Days of receiving such request. The third arbitrator shall serve as Chairman of the Arbitral Tribunal.

(e) Except as may be required by applicable Law, stock exchange rules or court order, the parties agree to maintain confidentiality as to all aspects of any arbitration, including its existence and results, except that nothing herein shall prevent any Party from disclosing information regarding such arbitration for purposes of proceedings to enforce this clause or to enforce the award or for purposes of seeking provisional remedies from a court of competent jurisdiction. The Parties further agree to obtain the arbitrators’ agreement to preserve the confidentiality of the arbitration.

(f) The Parties agree that Sections 13.2(b) to 13.2(f) shall apply as the exclusive means of resolving any and all Disputes under this Agreement and any Local Transfer Agreement.

13.3 Headings

The headings herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

13.4 Entire Agreement

This Agreement and the Ancillary Agreements constitute the entire agreement among the Parties with respect to the subject matter of such documents and supersede all prior agreements, understandings and negotiations, both written and oral, among the Parties with respect to the subject matter thereof.

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13.5 Amendment and Modification

No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective.

13.6 Expenses; Taxes

Except as otherwise provided in this Agreement, all costs and expenses incurred in connection with the preparation, negotiation and performance of this Agreement and the transactions contemplated hereunder shall be paid by the Party incurring such cost or expense. Seller shall be liable for, and shall pay when due, any transfer, documentary, sales, use, registration, stamp, value added or other similar Taxes (the “Transfer Taxes”) resulting from or relating to the reorganization measures referred to in Sections 2.1 and 5.1, to the extent they are outstanding as of the Closing Date and not reflected as Financial Debt or as part of the Net Working Capital in the Closing Date Accounts, and shall file all necessary Tax Returns with respect to all such Transfer Taxes. If required by Law, Purchaser and/or the Companies will join in the execution of any such Tax Return. Any Transfer Taxes resulting from or relating to the transactions contemplated under this Agreement and any Ancillary Agreement other than the reorganization measures referred to in Sections 2.1 and 5.1 and those reflected in the definition of Financial Debt or as part of the Net Working Capital in the Closing Date Accounts shall be paid by Purchaser, and Purchaser shall file all necessary Tax Returns with respect to all such Transfer Taxes. If required by Law, Seller and/or the Companies will join in the execution of any such Tax Return.

13.7 Binding Effect, Benefits

This Agreement shall inure to the benefit of and be binding upon the Parties (and, to the extent provided in Section 11.1, the Purchaser Indemnified Persons) and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended to confer on any Person other than the Parties (and, to the extent provided in Section 11.1, the Purchaser Indemnified Persons) and their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement.

13.8 Severability

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. To the extent any provision of this Agreement is determined to be prohibited or unenforceable in any jurisdiction, the Parties agree to use reasonable efforts, and agree to cause their Subsidiaries to use reasonable efforts, to substitute one or more valid, legal and enforceable provision that, insofar as practicable, implement the purposes of the prohibited or unenforceable provision.

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13.9 Assignability

No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party hereto, and any such assignment shall be void, except that either Party may sell, transfer or assign, the Agreement in whole or from time to time in part, to one or more of its Affiliates, provided that no such transfer or assignment shall relieve the transferring Party of its obligations hereunder.

13.10 Specific Performance

The Parties agree that immediate and irreparable harm and damage would occur for which monetary damages alone would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that in the event of such breach or non-performance, no Party shall interfere with, delay, obstruct, or prevent the non-breaching Party from taking, or require such Party to take, any steps prior to taking action to seek an interim and interlocutory equitable remedy (including an injunction or order for specific performance) on notice or ex parte to enforce its rights or to preserve the status quo or prevent irreparable harm and each Party covenants and agrees not to contest, object to, or otherwise oppose an application for equitable relief by the other Party in such circumstances, and waives any and all immunities from any equitable relief to which it may be entitled. Any such relief or remedy shall not be exclusive, but shall be in addition to all other available legal or equitable remedies. Each Party agrees that the provisions of this Section 13.10 are fair and reasonable in the commercial circumstances of this Agreement, and that no Party would have entered into this Agreement but for each Party’s agreement with the provisions of this Section 13.10.

13.11 Schedules

Any fact or item disclosed on any Schedule to this Agreement shall be listed or described under a caption that specifically identifies the Section(s) of this Agreement to which the item relates. Unless this Agreement specifically provides otherwise, neither the specification of any item or matter in any representation or warranty contained in this Agreement nor the inclusion of any specific item in any Schedule hereto is intended to imply that such item or matter, or other items or matters, are or are not in the Ordinary Course of Business, and no Party shall use the fact of the setting forth or the inclusion of any such item or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in any Schedule is or is not in the Ordinary Course of Business for purposes of this Agreement.

(the following page is a signature page)

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Signed in [•], on [•] in [•] originals.

For Purchaser

By: [•]

Title: [•]

For Seller

By: [•]

Title: [•]

77

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 IMS Health 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)) 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) 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

(c) 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: July 30, 2014

/s/ Ari Bousbib

Ari Bousbib

Chairman, Chief Executive Officer & 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, Ronald E. Bruehlman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IMS Health 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)) 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) 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

(c) 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: July 30, 2014

/s/ Ronald E. Bruehlman

Ronald E. Bruehlman

Senior 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

In connection with the Quarterly Report of IMS Health Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2014 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ari Bousbib, Chairman, Chief Executive Officer & President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

· The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

· 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: July 30, 2014

/s/ Ari Bousbib

Ari Bousbib

Chairman, Chief Executive Officer & President

(Principal Executive Officer)

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

In connection with the Quarterly Report of IMS Health Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended June 30, 2014 filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ronald E. Bruehlman, Senior Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

· The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

· 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: July 30, 2014

/s/ Ronald E. Bruehlman

Ronald E. Bruehlman

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

XML

Severance, Impairment and Other Charges - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Restructuring Cost And Reserve [Line Items]
Other charges	$ 10	$ 1	$ 10	$ 2
Impaired leases for properties	7		7
Write-down of assets and contract-related charges	$ 3		$ 3

XML

Shareholders' Equity - Additional Information (Detail) (USD $)	1 Months Ended
	Mar. 24, 2014	Jun. 30, 2014	Apr. 09, 2014	Dec. 31, 2013
Shareholders Equity [Line Items]
Shareholders' equity, reverse stock split	The Company effected a 10-to-1 reverse stock split of its common stock. In connection with the split, the par value of the Company’s common stock changed from $.001 per share to $.01 per share.
Common stock, par value	$ 0.001	$ 0.01		$ 0.01
Preferred stock, shares authorized			50,000,000
Preferred stock, par value			$ 0.01
Common Stock, shares authorized		700,000,000		307,500,000
Reverse Stock Split
Shareholders Equity [Line Items]
Common stock, par value	$ 0.01

XML

Debt - Schedule of Debt (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Principal amount of Debt	$ 3,996	$ 5,027
Less: Unamortized Discounts	(26)	(67)
Total Debt	3,970	4,960
12.5% Senior Notes due 2018
Debt Instrument [Line Items]
Principal amount of Debt		1,000
7.375%/8.125% Senior PIK Toggle Notes due 2018
Debt Instrument [Line Items]
Principal amount of Debt		750
6.00% Senior Notes due 2020
Debt Instrument [Line Items]
Principal amount of Debt	500	500
USD LIBOR | Senior Secured Term A Loan due 2019
Debt Instrument [Line Items]
Principal amount of Debt	315
USD LIBOR | Senior Secured Term B Loan due 2021
Debt Instrument [Line Items]
Principal amount of Debt	1,743	1,747
USD LIBOR | Revolving Credit Facility due 2019
Debt Instrument [Line Items]
Principal amount of Debt	238
EUR LIBOR | Senior Secured Term A Loan due 2019
Debt Instrument [Line Items]
Principal amount of Debt	182
EUR LIBOR | Senior Secured Term B Loan due 2021
Debt Instrument [Line Items]
Principal amount of Debt	$ 1,018	$ 1,030

XML

Stock-Based Compensation - Additional Information (Detail) (USD $)	6 Months Ended
	Jun. 30, 2014
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock options, exercise price	$ 19.50
Stock options, vesting period	5 years
Stock options, shares granted	135,000
Phantom SARs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock units granted	15,000
Stock appreciation rights, exercise price	$ 19.50
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock units granted	1,442,000
Restricted stock units, vested percentage	50.00%

XML

Derivatives and Fair Value - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Assets
Derivatives assets	$ 18,000,000	$ 9,000,000
Liabilities
Contingent consideration, liability	60,000,000	65,000,000
Derivatives liabilities	24,000,000	27,000,000
Level 3
Liabilities
Contingent consideration, liability	60,000,000	65,000,000
Fair value measurements, recurring basis
Assets
Short-term investments	1,000,000	4,000,000
Derivatives assets	18,000,000	9,000,000
Total assets	19,000,000	13,000,000
Liabilities
Contingent consideration, liability	60,000,000	65,000,000
Derivatives liabilities	24,000,000	27,000,000
Total liabilities	84,000,000	92,000,000
Fair value measurements, recurring basis | Level 2
Assets
Short-term investments	1,000,000	4,000,000
Derivatives assets	18,000,000	9,000,000
Total assets	19,000,000	13,000,000
Liabilities
Derivatives liabilities	24,000,000	27,000,000
Total liabilities	24,000,000	27,000,000
Fair value measurements, recurring basis | Level 3
Liabilities
Contingent consideration, liability	60,000,000	65,000,000
Total liabilities	$ 60,000,000	$ 65,000,000

XML

Goodwill and Identifiable Intangible Assets - Summary of Changes in Goodwill (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Goodwill [Roll Forward]
Beginning Balance	$ 3,573
Goodwill assigned in purchase price allocations	13
Foreign currency translation adjustments and other	18
Ending Balance	$ 3,604

XML

Contingencies - Additional Information (Detail) (SKI Contingency, USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2010	Dec. 31, 2008
SKI Contingency
Loss Contingencies [Line Items]
Contingency reserve		$ 4
Additional contingency reserve	$ 2

XML

Derivatives and Fair Value (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Components of Foreign Exchange Gain (loss)

The following table details the components of foreign exchange gain (loss) included in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Loss:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Translation of non-functional currency debt	$	—		$	(11	)	$	—		$	12
Revaluation of other non-functional currency assets and liabilities(1)		(52	)		2			(56	)		3
Effect of derivatives		—			3			—			7
Total foreign exchange gain (loss)	$	(52	)	$	(6	)	$	(56	)	$	22

(1) The three and six months ended June 30, 2014 included a $49 million charge related to a change in the exchange rate used to remeasure the Company’s Venezuelan Bolívar account balances.  Additionally, the six months ended June 30, 2013 included a $14 million charge resulting from devaluation of Venezuelan Bolívars.  Both the 2014 and 2013 charges are further described below in this Note.

Schedule of Fair Value of Derivative Instruments

The fair value of derivative instruments in the Condensed Consolidated Statements of Financial Position are as follows:

		June 30, 2014						December 31, 2013
		Fair Value of Derivative				U.S. Dollar Notional		Fair Value of Derivative				U.S. Dollar Notional
(in millions)	Balance Sheet Caption	Asset		Liability				Asset		Liability
Derivatives designated as hedging instruments
Foreign exchange contracts	Accounts receivable/Accounts payable	$	1	$	2	$	208	$	6	$	4	$	202
Interest rate caps	Non-Current Assets		15		—		1,000		—		—		—
Interest rate swaps	See below(1)		—		7		600		—		—		—
Derivatives not designated as hedging instruments
Foreign exchange contracts	Accounts receivable/Accounts payable		2		7		390		3		11		219
Interest rate caps	—		—		—		110		—		—		365
Interest rate swaps	See below(1)		—		8		225		—		12		375
Total derivatives		$	18	$	24			$	9	$	27

⁽¹⁾ $3 million included in Accrued and other current liabilities and $12 million included in Other liabilities at June 30, 2014 and $12 million included in Other liabilities at December 31, 2013 in the Condensed Consolidated Statements of Financial Position.

Schedule of Effect of Derivatives on Financial Performance

The effect of derivative instruments on the Condensed Consolidated Statements of Comprehensive Loss are as follows:

(in millions)	Effect of Derivatives on Financial Performance
Derivatives in Cash Flow Hedging Relationships	Amount of Income/(Loss) Recognized in AOCI					Location of Income/(Loss)Reclassified from AOCI intoEarnings	Amount of Income/(Loss) Reclassified from AOCIinto Earnings
Three Months Ended June 30,	2014			2013			2014		2013
Foreign exchange contracts	$	(2	)	$	3	Other (loss) income, net	$	(1)	$	4
Interest rate derivatives		(13	)		—	Interest expense		—		—
Six Months Ended June 30,		2014			2013			2014		2013
Foreign exchange contracts	$	(3	)	$	14	Other (loss) income, net	$	—	$	7
Interest rate derivatives		(13	)		—	Interest expense		—		—

Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated:

	Basis of Fair Value Measurements
	June 30, 2014
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	—	$	1	$	—	$	1
Derivatives		—		18		—		18
Total	$	—	$	19	$	—	$	19
Liabilities
Contingent consideration	$	—	$	—	$	60	$	60
Derivatives		—		24		—		24
Total	$	—	$	24	$	60	$	84

	December 31, 2013
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	—	$	4	$	—	$	4
Derivatives		—		9		—		9
Total	$	—	$	13	$	—	$	13
Liabilities
Contingent consideration	$	—	$	—	$	65	$	65
Derivatives		—		27		—		27
Total	$	—	$	27	$	65	$	92

Schedule of Level 3 Acquisition-Related Contingent Consideration Liabilities Carried at Fair Value on a Recurring Basis

The following table summarizes Level 3 acquisition-related contingent consideration liabilities (see Note 2) carried at fair value on a recurring basis with the use of unobservable inputs for the period indicated.

(in millions)	Contingent Consideration Liabilities
Balance at December 31, 2013	$	65
New acquisitions		2
Cash payments		(1	)
Changes in fair value estimates included in Selling and administrative expenses		(6	)
Balance at June 30, 2014	$	60

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Debt - Schedule of Maturities of Long-Term Debt (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Long Term Debt By Maturity [Abstract]
Scheduled principal payments, 2014	$ 26
Scheduled principal payments, 2015	53
Scheduled principal payments, 2016	53
Scheduled principal payments, 2017	59
Scheduled principal payments, 2018	71
Scheduled principal payments, Thereafter	3,734
Total	$ 3,996	$ 5,027

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Derivatives and Fair Value - Schedule of Components of Foreign Exchange Gain (Loss) (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014	Jun. 30, 2013
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Losses on Venezuelan remeasurement		$ 49	$ 14
Venezuelan Bolivars
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Losses on Venezuelan remeasurement	$ 49	$ 49	$ 14

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Severance, Impairment and Other Charges - Schedule of Severance Related Reserves (Detail) (Severance, USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
2014 Plan
Restructuring Cost And Reserve [Line Items]
Charges	$ 15
Cash payments	(2)
Ending balance	13
2013 Plan
Restructuring Cost And Reserve [Line Items]
Beginning balance	12
Cash payments	(3)
Ending balance	9
2012 Plan
Restructuring Cost And Reserve [Line Items]
Beginning balance	6
Cash payments	(2)
Ending balance	$ 4

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Pension and Postretirement Benefits - Components of Net Periodic Benefit Cost (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
U.S. Plans Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	$ 3	$ 3	$ 5	$ 6
Interest cost	3	2	6	4
Expected return on plan assets	(5)	(5)	(10)	(9)
Net periodic benefit cost	1		1	1
Non-U.S. Plans Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Service cost	2	1	3	2
Interest cost	2	2	5	5
Expected return on plan assets	(3)	(2)	(6)	(5)
Net periodic benefit cost	$ 1	$ 1	$ 2	$ 2

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Operations by Business Segment - Schedule of Geographic Information for Operating Regions (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Geographical Information [Line Items]
Revenue	$ 662	$ 624	$ 1,307	$ 1,237
Operating Income (Loss)	(39)	97	28	176
Americas
Geographical Information [Line Items]
Revenue	297	285	584	557
Operating Income (Loss)	55	72	133	146
EMEA
Geographical Information [Line Items]
Revenue	255	231	499	455
Operating Income (Loss)	67	63	126	118
Asia Pacific
Geographical Information [Line Items]
Revenue	110	108	224	225
Operating Income (Loss)	32	37	68	78
Corporate and Other
Geographical Information [Line Items]
Operating Income (Loss)	$ (193)	$ (75)	$ (299)	$ (166)

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Derivatives and Fair Value - Schedule of Level 3 Acquisition-Related Contingent Consideration Liabilities Carried at Fair Value on a Recurring Basis (Detail) (USD $) In Millions, unless otherwise specified			6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 Level 3
Business Acquisition Contingent Consideration [Line Items]
Beginning balance	$ 60	$ 65	$ 65
New acquisitions			2
Cash payments			(1)
Changes in fair value estimates included in Selling and administrative expenses			(6)
Ending balance	$ 60	$ 65	$ 60

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Acquisitions

6 Months Ended

Jun. 30, 2014

Acquisitions

Note 2. Acquisitions

The Company makes acquisitions in order to expand its products, services and geographic reach. During the three months ended June 30, 2014, the Company completed the acquisition of Forcea NV, a Belgium-based company that specializes in business intelligence applications and analytics for hospitals and life sciences organizations. Additionally, in the first quarter of 2014, the Company completed the acquisitions of the consumer health business of Nielsen Holdings N.V. in certain European markets and Kent Capital in the U.S. The total cost for these acquisitions was approximately $29 million, of which $25 million was paid during the six months ended June 30, 2014 and the balance will be paid in 2015 subject to certain conditions. Acquisition-related costs related to these acquisitions were de minimis, and were expensed as incurred and recorded in Selling and administrative expense, exclusive of depreciation and amortization. These business combinations were accounted for under the acquisition method of accounting, and as such, the aggregate purchase prices were allocated on a preliminary basis to the assets acquired and liabilities assumed based on estimated fair values as of the closing dates. The purchase price allocation will be finalized after the completion of the valuation of certain intangible assets and any adjustments to the preliminary purchase price allocation are not expected to have a material impact on the Company’s results of operations. The Condensed Consolidated Financial Statements include the results of the acquisitions subsequent to the closing. Had these acquisitions occurred as of the beginning of 2013, the impact on the Company’s results of operations would not have been material. In connection with these acquisitions, the Company recorded goodwill of approximately $13 million, of which less than $1 million is deductible for tax purposes, computer software of $2 million (weighted-average amortization period of 5 years) and intangible assets of approximately $16 million during the six months ended June 30, 2014. The intangible assets acquired were comprised of client relationships and other of $15 million (weighted-average amortization period of 6.9 years) and databases of $1 million (weighted-average amortization period of 2.9 years).

During the six months ended June 30, 2014, the Company recorded measurement period adjustments related to acquisitions that occurred in 2013. These adjustments did not have a material impact on the Company’s Condensed Consolidated Financial Statements for any period reported, and therefore, the Company did not retrospectively adjust the Condensed Consolidated Statement of Financial Position as of December 31, 2013.

Contingent consideration

Under the terms of certain acquisition-related purchase agreements, the Company may be required to pay additional amounts as contingent consideration based on the achievement of certain financial performance related metrics, ranging from $0 to $85 million through 2017. The Company’s contingent consideration recorded on the balance sheet was approximately $60 million and $65 million at June 30, 2014 and December 31, 2013, respectively. The fair value measurement of this contingent consideration is classified within Level 3 of the fair value hierarchy (see Note 5) and reflects the Company’s own assumptions in measuring fair values using the income approach. In developing these estimates, the Company considered certain performance projections, historical results, and industry trends.

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Operations by Business Segment - Schedule of Geographic Information for Operating Regions (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Geographical Information [Line Items]
Revenue	$ 662	$ 624	$ 1,307	$ 1,237
Depreciation and amortization related to purchase accounting adjustments	115	100	222	205
United States
Geographical Information [Line Items]
Revenue	237	227	469	449
Japan
Geographical Information [Line Items]
Revenue	61	62	130	134
Americas
Geographical Information [Line Items]
Revenue	297	285	584	557
Depreciation and amortization related to purchase accounting adjustments	31	31	63	63
EMEA
Geographical Information [Line Items]
Revenue	255	231	499	455
Depreciation and amortization related to purchase accounting adjustments	23	21	45	43
Asia Pacific
Geographical Information [Line Items]
Revenue	110	108	224	225
Depreciation and amortization related to purchase accounting adjustments	$ 10	$ 11	$ 20	$ 22

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Derivatives and Fair Value - Schedule of Fair Value of Derivative Instruments (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013	Apr. 30, 2014 Interest Rate Caps	Jun. 30, 2014 Designated as Hedging Instrument Foreign Exchange Contracts	Dec. 31, 2013 Designated as Hedging Instrument Foreign Exchange Contracts	Jun. 30, 2014 Designated as Hedging Instrument Foreign Exchange Contracts Accounts receivable	Dec. 31, 2013 Designated as Hedging Instrument Foreign Exchange Contracts Accounts receivable	Jun. 30, 2014 Designated as Hedging Instrument Foreign Exchange Contracts Accounts payable	Dec. 31, 2013 Designated as Hedging Instrument Foreign Exchange Contracts Accounts payable	Jun. 30, 2014 Designated as Hedging Instrument Interest Rate Caps	Jun. 30, 2014 Designated as Hedging Instrument Interest Rate Caps Non-Current Assets	Jun. 30, 2014 Designated as Hedging Instrument Interest Rate Swap	Jun. 30, 2014 Not Designated as Hedging Instrument Foreign Exchange Contracts	Dec. 31, 2013 Not Designated as Hedging Instrument Foreign Exchange Contracts	Jun. 30, 2014 Not Designated as Hedging Instrument Foreign Exchange Contracts Accounts receivable	Dec. 31, 2013 Not Designated as Hedging Instrument Foreign Exchange Contracts Accounts receivable	Jun. 30, 2014 Not Designated as Hedging Instrument Foreign Exchange Contracts Accounts payable	Dec. 31, 2013 Not Designated as Hedging Instrument Foreign Exchange Contracts Accounts payable	Jun. 30, 2014 Not Designated as Hedging Instrument Interest Rate Caps	Dec. 31, 2013 Not Designated as Hedging Instrument Interest Rate Caps	Jun. 30, 2014 Not Designated as Hedging Instrument Interest Rate Swap	Dec. 31, 2013 Not Designated as Hedging Instrument Interest Rate Swap
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Asset Derivatives	$ 18	$ 9				$ 1	$ 6				$ 15				$ 2	$ 3
Liability Derivatives	24	27						2	4			7					7	11			8	12
Derivative, nominal value			$ 1	$ 208	$ 202					$ 1,000		$ 600	$ 390	$ 219					$ 110	$ 365	$ 225	$ 375

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Operations by Business Segment (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Geographic Information for Operating Regions

The following represents selected geographic information for the regions in which the Company operates.

(in millions)	Americas(1)		EMEA(2)		AsiaPacific(3)		Corporate& Other			Total
Three Months Ended:
June 30, 2014
Revenue(4)	$	297	$	255	$	110	$	—		$	662
Operating Income (Loss)(5)		55		67		32		(193	)		(39	)
June 30, 2013
Revenue(4)	$	285	$	231	$	108	$	—		$	624
Operating Income (Loss)(5)		72		63		37		(75	)		97
Six Months Ended:
June 30, 2014
Revenue(4)	$	584	$	499	$	224	$	—		$	1,307
Operating Income (Loss)(5)		133		126		68		(299	)		28
June 30, 2013
Revenue(4)	$	557	$	455	$	225	$	—		$	1,237
Operating Income (Loss)(5)		146		118		78		(166	)		176

Notes to Geographic Financial Information:

(1) Americas includes the United States, Canada and Latin America. Revenue in the United States was $237 million and $227 million for the second quarters of 2014 and 2013, respectively, and $469 million and $449 million for the first six months of 2014 and 2013, respectively.

(2) EMEA includes countries in Europe, the Middle East and Africa.

(3) Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region. Revenue in Japan was $61 million and $62 million for the second quarters of 2014 and 2013, respectively and $130 million and $134 million for the first six months of 2014 and 2013, respectively.

(4) Revenue relates to external clients and is primarily based on the location of the client. Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars.

(5) Operating Income for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating Income amounts for the geographic segments include the impact of foreign exchange in converting results into U.S. dollars. The following presents the depreciation and amortization related to purchase accounting adjustments for each region that are presented in Corporate and Other:

(in millions)	Americas		EMEA		Asia Pacific
Three Months Ended:
June 30, 2014	$	31	$	23	$	10
June 30, 2013		31		21		11
Six Months Ended:
June 30, 2014	$	63	$	45	$	20
June 30, 2013		63		43		22

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Related Party (Tables)

6 Months Ended

Jun. 30, 2014

Summary of Activity Transactions with Sponsors

The following is a summary of the activity with companies in which the Sponsors have investments:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Revenues (1)	$	2		$	2		$	4		$	5
Expenses(2)		(2	)		(1	)		(4	)		(2	)

⁽¹⁾ Sales of the Company’s offerings to companies in which the Company’s Sponsors have investments.

⁽²⁾ Purchases of goods and services from companies in which the Sponsors have investments.

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Income Tax [Line Items]
Benefit from (provision for) income taxes	$ 139	$ (9)	$ 152	$ (14)
Effective tax rate	38.80%	54.30%	38.40%	42.40%
Unrecognized tax benefits, interest and penalties			1	1
Tax expense related to unrecognized tax benefits	3	3	3	3
Unrecognized tax benefits to be recognized over the next 12 months	2		2
Conclusion of US Federal Income Tax Examination
Income Tax [Line Items]
Benefit from (provision for) income taxes			$ 6
Minimum
Income Tax [Line Items]
Number of countries in which the company transacts business	100		100

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Derivatives and Fair Value - Schedule of Fair Value of Derivative Instruments (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Accrued and other current liabilities	$ 478	$ 583
Other liabilities	98	111
Interest Rate Swap
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Accrued and other current liabilities	3
Other liabilities	$ 12	$ 12

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Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2014

Reconciliation of Basic and Diluted Weighted Average Shares Outstanding

The following table reconciles the basic and diluted weighted average shares outstanding:

	Three Months Ended June 30,				Six Months Ended June 30,
(Shares in millions)	2014		2013		2014		2013
Basic weighted-average common shares outstanding		329.7		280.0		304.9		280.0
Effect of dilutive options		—		8.9		—		8.8
Diluted weighted-average common shares outstanding		329.7		288.9		304.9		288.8

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Basis of Presentation and Recently Issued Accounting Standards - Additional Information (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	6 Months Ended				1 Months Ended	6 Months Ended					12 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Jun. 30, 2014 12.5% Senior Notes due 2018	Dec. 31, 2013 12.5% Senior Notes due 2018	Apr. 09, 2014 IPO	Jun. 30, 2014 IPO	Jun. 30, 2014 IPO 2010 Equity Incentive Plan	Jun. 30, 2014 IPO New Term Loans	Jun. 30, 2014 IPO Revolving Credit Facility	Jun. 30, 2014 IPO 12.5% Senior Notes due 2018	Dec. 31, 2013 Sales	Jun. 30, 2014 Minimum Country
Basis Of Presentation And Recent Accounting Pronouncements [Line Items]
Number of countries in which the company transacts business												100
Percentage of revenue generated from outside the United States											63.00%
Common stock price per share					$ 20.00
Common stock issued and sold in public offering					52.0
Common stock offered and sold in public offering by selling shareholders					22.75
Exercise of underwriters' allotment, stock issued					9.75
Proceeds from issuance of common stock after underwriting discounts, commission and related expenses	$ 989				$ 987
Underwriting discounts, commissions and related expenses					53
Borrowings under New Term Loans	3,996	5,027		1,000				500
Borrowings under line of credit									140
Cash						400
Debt instrument, interest rate			12.50%							12.50%
Cash paid to stock appreciation right holders							30
One-time fee paid to terminate management services agreement						$ 72

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Basis of Presentation and Recently Issued Accounting Standards

6 Months Ended

Jun. 30, 2014

Basis of Presentation and Recently Issued Accounting Standards

Note 1. Basis of Presentation and Recently Issued Accounting Standards

Background

IMS Health Holdings, Inc. (the “Company”) is a leading global information and technology services company providing clients in the healthcare industry with comprehensive solutions to measure and improve their performance. The Company has one of the largest and most comprehensive collections of healthcare information in the world, spanning sales, prescription and promotional data, medical claims, electronic medical records and social media. The Company standardizes, organizes, structures and integrates this data by applying its sophisticated analytics and leveraging its global technology infrastructure to help its clients run their organizations more efficiently and make better decisions to improve their operational and financial performance. The company has a presence in over 100 countries and generated 63% of its 2013 revenue from outside the United States.

The Company serves key healthcare organizations and decision makers around the world, spanning the breadth of life science companies, including pharmaceutical, biotechnology, consumer health and medical device manufacturers, as well as distributors, providers, payers, government agencies, policymakers, researchers and the financial community. The Company’s information and technology services offerings, which it has developed with significant investment over its 60-year history, are deeply integrated into its clients’ workflow.

On February 26, 2010, the Company was acquired by affiliates of TPG Global, LLC (together with its affiliates, “TPG”), CPP Investment Board Private Holdings, Inc. (“CPPIB-PHI”), a wholly owned subsidiary of the Canada Pension Plan Investment Board (together with its affiliates, “CPPIB”), and Leonard Green & Partners, L.P. (“LGP” and collectively with TPG and CPPIB, the “Sponsors”) in an all-cash transaction.

Initial Public Offering

On April 4, 2014, the Company’s common stock began trading on the New York Stock Exchange under the symbol “IMS”. On April 9, 2014, the Company completed its Initial Public Offering (“IPO”) of its common stock at a price to the public of $20.00 per share. The Company issued and sold 52 million shares of common stock in the IPO. The selling shareholders offered and sold 22.75 million shares of common stock in the IPO, including 9.75 million shares that were offered and sold by the selling shareholders pursuant to the full exercise of the underwriters’ allotment to purchase additional shares. Subsequent to the IPO and as of June 30, 2014, the Sponsors collectively remained the majority shareholders of the Company. The Company raised net proceeds of approximately $987 million from the IPO, after deducting underwriting discounts, commissions and related expenses totaling $53 million. The Company did not receive any of the proceeds from the sale of the shares sold by the selling shareholders.

Substantially all of the Company’s net proceeds of the IPO, approximately $500 million of borrowings under new term loans, $140 million of borrowings under the revolving credit facility and approximately $400 million of cash on the balance sheet were used to (i) fund the redemption of the Company’s 12.5% Senior Notes and Senior PIK Notes (defined in Note 6 below) and pay related fees and expenses, (ii) pay $30 million in the aggregate to holders of outstanding cash settled stock appreciation rights (“Phantom SARs”) granted under the 2010 Equity Incentive Plan and (iii) pay a one-time fee of $72 million to terminate the management services agreement with the Sponsors.

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The Condensed Consolidated Financial Statements do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair statement of financial position, results of operations and comprehensive loss, cash flows and shareholders’ equity for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The December 31, 2013 Condensed Consolidated Statement of Financial Position was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes of IMS Health Holdings, Inc. included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”) on April 4, 2014 (the “Prospectus”). Certain prior year amounts have been reclassified to conform to the 2014 presentation. Amounts presented in the Condensed Consolidated Financial Statements may not add due to rounding.

Recently Issued Accounting Standards

In June 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on accounting for share-based payments that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. The guidance is effective for the Company’s interim and annual periods beginning January 1, 2016. The Company does not believe the adoption of this guidance will have a material impact to its consolidated financial statements.

In May 2014, the FASB issued revised guidance on the recognition of revenue from contracts with customers. The guidance provides that revenue should be recognized for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires enhanced disclosures and is effective for the Company’s interim and annual periods beginning January 1, 2017. The Company is currently evaluating this guidance to determine any potential impact that it may have on its financial results.

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Acquisitions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Business Acquisition [Line Items]
Goodwill	$ 13
Intangible assets	16
Contingent consideration, minimum	0
Contingent consideration, maximum	85
Contingent consideration, liability	60	65
Client Relationships And Other
Business Acquisition [Line Items]
Intangible assets	15
Intangible assets, weighted-average amortization period	6 years 10 months 24 days
Databases
Business Acquisition [Line Items]
Intangible assets	1
Intangible assets, weighted-average amortization period	2 years 10 months 24 days
Computer software
Business Acquisition [Line Items]
Intangible assets	2
Intangible assets, weighted-average amortization period	5 years
Maximum
Business Acquisition [Line Items]
Amount of tax deductible from goodwill	1
Acquisitions during the period
Business Acquisition [Line Items]
Total cost of acquisitions	29
Acquisitions cost paid	$ 25

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Derivatives and Fair Value - Additional Information (Detail)	3 Months Ended	6 Months Ended					3 Months Ended		6 Months Ended		3 Months Ended	6 Months Ended					3 Months Ended									6 Months Ended									6 Months Ended						6 Months Ended
	Jun. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)	Jun. 30, 2014 Bolivars	Feb. 28, 2013 Bolivars	Jun. 30, 2014 SICAD II USD ($)	Jun. 30, 2014 Venezuelan Bolivars USD ($)	Jun. 30, 2014 Venezuelan Bolivars USD ($)	Jun. 30, 2013 Venezuelan Bolivars USD ($)	Jun. 30, 2014 Computer software USD ($)	Jun. 30, 2014 Computer software USD ($)	Jun. 30, 2014 Fair Value Measurements, Non-recurring Computer software USD ($)	Jun. 30, 2014 Fair Value Measurements, Non-recurring Lease Impairment USD ($)	Jun. 30, 2014 Level 2 USD ($)	Dec. 31, 2013 Level 2 USD ($)	Jun. 30, 2014 Not Designated as Hedging Instrument USD ($)	Jun. 30, 2013 Not Designated as Hedging Instrument USD ($)	Jun. 30, 2014 Foreign Exchange Contracts USD ($)	Apr. 30, 2014 Foreign Exchange Contracts EUR (€)	Jun. 30, 2014 Foreign Exchange Contracts Not Designated as Hedging Instrument USD ($)	Dec. 31, 2013 Foreign Exchange Contracts Not Designated as Hedging Instrument USD ($)	Apr. 30, 2014 Interest Rate Caps USD ($)	Jun. 30, 2014 Interest Rate Caps Not Designated as Hedging Instrument USD ($)	Dec. 31, 2013 Interest Rate Caps Not Designated as Hedging Instrument USD ($)	Jun. 30, 2014 Interest Rate Swap	Apr. 30, 2014 Interest Rate Swap USD ($)	May 31, 2010 Interest Rate Swap USD ($)	Jun. 30, 2014 Interest Rate Swap Not Designated as Hedging Instrument USD ($)	Dec. 31, 2013 Interest Rate Swap Not Designated as Hedging Instrument USD ($)	Jun. 30, 2014 Minimum Country	Apr. 30, 2014 Minimum	Apr. 30, 2014 Minimum Interest Rate Swap	May 31, 2010 Minimum Interest Rate Swap	Jun. 30, 2014 Minimum Interest Rate Swap Interest Rate Swap Agreements April 2014	Jun. 30, 2014 Maximum USD ($)	May 31, 2014 Maximum	Apr. 30, 2014 Maximum	Apr. 30, 2014 Maximum Interest Rate Swap	May 31, 2010 Maximum Interest Rate Swap	Jun. 30, 2014 Maximum Interest Rate Swap Interest Rate Swap Agreements April 2014	Jun. 30, 2014 Maximum Interest Rate Swap Interest Rate Swap Agreements May 2010
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Number of countries in which the company transacts business																															100
Principal amount of Debt	$ 3,996,000,000	$ 3,996,000,000		$ 5,027,000,000															$ 1,191,000,000	€ 872,000,000
Foreign exchange gain related to net investment hedge																			11,000,000
Derivative, nominal value																					390,000,000	219,000,000	1,000,000	110,000,000	365,000,000				225,000,000	375,000,000
Strike rate																																2.00%					4.00%	3.00%
Premiums paid		21,000,000
Notional amounts, borrowings																											600,000,000	375,000,000
Derivative, maturity year																																			2017						2021	2016
Fixed interest payment rate																																	1.40%	3.00%					2.10%	3.30%
Variable interest rate, basis																										variable rate of interest equal to the greater of three-month U.S. Dollar London Interbank Offered Rate (“LIBOR”) or three-month Euro Interbank Offered Rate (“EURIBOR”), and 1%
Derivative basis spread on variable rate																											1.00%
Unrealized (losses) gains on derivatives before tax																	1,000,000	(1,000,000)
Unrealized gain (loss) on foreign currency derivatives, net, before tax																																				(5,000,000)
Fair value of debt															4,022,000,000	5,280,000,000
Impairment charge for a leased facility	7,000,000	7,000,000
Impairment charges of computer software											2,000,000	2,000,000
Fair value measurement for impaired lease facility														9,000,000
Fair value measurement for impaired computer software													0
Adjustment of currency exchange rate					6.30	4.30	50
Losses on Venezuelan remeasurement		$ 49,000,000	$ 14,000,000				$ 49,000,000	$ 49,000,000	$ 49,000,000	$ 14,000,000

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Pension and Postretirement Benefits - Additional Information (Detail) (Other Benefits, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Defined Benefit Plan Disclosure [Line Items]
Contribution made to plans			$ 12
Expected contribution of remaining period			6
Maximum
Defined Benefit Plan Disclosure [Line Items]
Post-retirement benefit cost	$ 1	$ 1	$ 1	$ 1

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Condensed Consolidated Statements of Financial Position (USD $) In Millions, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents	$ 265	$ 725
Restricted cash	26	27
Short-term investments	1	4
Accounts receivable, net	336	313
Other current assets	303	258
Total Current Assets	931	1,327
Property, plant and equipment, at cost	330	262
Less accumulated depreciation	(172)	(145)
Property, plant and equipment, net	158	117
Computer software, net	261	263
Goodwill	3,604	3,573
Other identifiable intangibles, net	2,406	2,517
Other assets	201	202
Total Assets	7,561	7,999
Current Liabilities:
Accounts payable	106	103
Accrued and other current liabilities	478	583
Current portion of long-term debt	52	66
Deferred revenues	190	180
Total Current Liabilities	826	932
Postretirement and postemployment benefits	77	77
Long-term debt	3,918	4,894
Deferred tax liability	951	1,102
Other liabilities	98	111
Total Liabilities	5,870	7,116
Commitments and Contingencies (Note 11)
Shareholders’ Equity:
Common Stock, $.01 par value, 700.0 and 307.5 shares authorized, 332.8 and 280.5 shares issued at June 30, 2014 and December 31, 2013, respectively	3	3
Capital in excess of par	1,947	913
Accumulated deficit	(264)	(20)
Treasury stock, at cost, 0.8 and 0.5 shares at June 30, 2014 and December 31, 2013, respectively	(10)	(6)
Accumulated other comprehensive income (loss)	15	(7)
Total Shareholders’ Equity	1,691	883
Total Liabilities and Shareholders’ Equity	$ 7,561	$ 7,999

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Derivatives and Fair Value - Schedule of Effect of Derivatives on Financial Performance (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Other (Loss) Income, Net
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Amount of Income/(Loss) Reclassified from AOCI into Earnings	$ (1)	$ 4		$ 7
Foreign Exchange Contracts
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Amount of Income/(Loss) Recognized in AOCI	(2)	3	(3)	14
Interest Rate Derivatives
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Amount of Income/(Loss) Recognized in AOCI	$ (13)		$ (13)

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Condensed Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash Flows from Operating Activities:
Net (Loss) Income	$ (244)	$ 20
Adjustments to Reconcile Net (Loss) Income to Net Cash (Used in) Provided by Operating Activities:
Depreciation and amortization	222	205
Losses on extinguishment of debt	79	9
Deferred income taxes	(188)	(26)
Non-cash stock-based compensation charges	46	13
Foreign exchange gain on revaluation of foreign denominated debt		(12)
Non-cash (gains) losses on derivative instruments	(7)	2
Non-cash amortization of debt original issue discount and debt issuance costs	12	18
Losses on Venezuela remeasurement	49	14
Other	1
Change in assets and liabilities, excluding effects from acquisitions and dispositions:
Net increase in accounts receivable	(23)	(1)
Net increase in other current assets	(40)	(3)
Net increase (decrease) in accounts payable	2	(13)
Net decrease in accrued and other current liabilities	(120)	(98)
Net increase in deferred revenues	8	16
Increase in pension assets (net of liabilities)	(10)	(9)
Increase in other long-term assets (net of long-term liabilities)	(16)	(11)
Net Cash (Used in) Provided by Operating Activities	(229)	124
Cash Flows from Investing Activities:
Capital expenditures	(45)	(17)
Additions to computer software	(44)	(31)
Purchases of short-term investments		(24)
Payments for acquisitions of businesses, net of cash acquired	(27)	(70)
Purchase of interest rate caps	(21)
Other investing activities, net	1	(2)
Net Cash Used in Investing Activities	(136)	(144)
Cash Flows from Financing Activities:
Borrowings under revolving credit facility	372	135
Repayments of revolving credit facility	(134)	(135)
Repayments of debt	(1,757)	(25)
Proceeds from issuance of debt	499
Debt amendment fees	(22)
Proceeds from initial public offering, net of costs	989
Other financing activities	(3)	(3)
Net Cash Used in Financing Activities	(56)	(28)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(39)	(30)
Decrease in Cash and Cash Equivalents	(460)	(78)
Cash and Cash Equivalents, Beginning of Period	725	580
Cash and Cash Equivalents, End of Period	$ 265	$ 502

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Related Party - Summary of Activity Transactions with Sponsors (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Related Party Transaction [Line Items]
Related party transactions, proceeds from sale of offerings	$ 2	$ 2	$ 4	$ 5
Related party transactions, purchase of goods and services	$ (2)	$ (1)	$ (4)	$ (2)

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Goodwill and Identifiable Intangible Assets - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Finite Lived Intangible Assets [Line Items]
Intangible asset amortization expense	$ 74	$ 71	$ 147	$ 143

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Basis of Presentation and Recently Issued Accounting Standards (Policies)

6 Months Ended

Jun. 30, 2014

Basis of Presentation

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. The Condensed Consolidated Financial Statements do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, all of which are of a normal recurring nature, considered necessary for a fair statement of financial position, results of operations and comprehensive loss, cash flows and shareholders’ equity for the periods presented have been included. The results of operations for interim periods are not necessarily indicative of the results expected for the full year. The December 31, 2013 Condensed Consolidated Statement of Financial Position was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes of IMS Health Holdings, Inc. included in the Company’s prospectus filed pursuant to Rule 424(b) under the Securities Act of 1933, as amended, with the Securities and Exchange Commission (the “SEC”) on April 4, 2014 (the “Prospectus”). Certain prior year amounts have been reclassified to conform to the 2014 presentation. Amounts presented in the Condensed Consolidated Financial Statements may not add due to rounding.

Recently Issued Accounting Standards

In June 2014, the Financial Accounting Standards Board (“FASB”) issued guidance on accounting for share-based payments that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. The guidance is effective for the Company’s interim and annual periods beginning January 1, 2016. The Company does not believe the adoption of this guidance will have a material impact to its consolidated financial statements.

In May 2014, the FASB issued revised guidance on the recognition of revenue from contracts with customers. The guidance provides that revenue should be recognized for the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also requires enhanced disclosures and is effective for the Company’s interim and annual periods beginning January 1, 2017. The Company is currently evaluating this guidance to determine any potential impact that it may have on its financial results.

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Goodwill and Identifiable Intangible Assets - Schedule of Amortization Expense Associated With Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Jun. 30, 2014
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2014	$ 147
2015	178
2016	151
2017	138
2018	136
Thereafter	$ 1,095

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Severance, Impairment and Other Charges (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Severance Related Reserves

As a result of ongoing cost reduction efforts, the Company recorded severance charges consisting of global workforce reductions to streamline the Company’s organization. The following table sets forth the activity in the Company’s severance-related reserves for the six months ended June 30, 2014:

(in millions)	2014  Plan(1)			2013  Plan(2)			2012  Plan(3)
Balance at December 31, 2013	$	—		$	12		$	6
Charges		15			—			—
Cash payments		(2	)		(3	)		(2	)
Balance at June 30, 2014	$	13		$	9		$	4

⁽¹⁾ In May 2014, the Company implemented a restructuring plan (the “2014 Plan”) and recorded a pre-tax severance charge of $15 million. The Company expects that cash outlays related to the 2014 Plan will be substantially complete by the end of 2015.  

⁽²⁾ In December 2013, the Company implemented a restructuring plan (the “2013 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2013 Plan will be substantially complete by the end of 2015.

⁽³⁾ In December 2012, the Company implemented a restructuring plan (the “2012 Plan”) and recorded a pre-tax severance charge of $23 million. In the third quarter of 2013, $6 million of severance accruals were reversed.  The Company expects that cash outlays related to the 2012 Plan will be substantially complete by the end of 2014.

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Condensed Consolidated Statements of Shareholders' Equity (USD $) In Millions	Total	Common Stock	Treasury Stock	Capital in Excess of Par	Accumulated Deficit	Cumulative Translation Adjustment	Unamortized Postretirement & Postemployment Adjustment	Unrealized (Losses) Gains on Derivative Instruments	Losses (Gains) on Derivative Instruments Reclassified into Earnings	Accumulated Other Comprehensive Income (Loss)
Balance at Dec. 31, 2012	$ 1,683	$ 3	$ (4)	$ 1,634	$ (102)	$ 192	$ (41)	$ (8)	$ 9	$ 152
Balance, treasury shares at Dec. 31, 2012			0.4
Balance, common shares at Dec. 31, 2012		280.4
Net income (loss)	82				82
Issuances under stock plans and management investments	2			2
Issuances under stock plans and management investments, Shares		0.1
Repurchases of common stock	(2)		(2)
Repurchases of common stock, Shares			0.1
Stock-based compensation expense	22			22
Dividends paid to shareholders, net of tax	(745)			(745)
Cumulative translation adjustments, net of tax	(183)					(183)				(183)
Postretirement & postemployment adjustments, net of tax	24						24			24
Unrealized gains (losses) on derivative instruments, net of tax	9							9		9
Losses (gains) on derivative instruments, reclassified into earnings (net of taxes of $— and $1 for the three months ended and $— and $2 for the six months ended, respectively)	(9)								(9)	(9)
Balance at Dec. 31, 2013	883	3	(6)	913	(20)	9	(17)	1		(7)
Balance, treasury shares at Dec. 31, 2013	0.5		0.5
Balance, common shares at Dec. 31, 2013	280.5	280.5
Net income (loss)	(244)				(244)
Issuances of common stock	987			987
Issuances of common stock, Shares		52.3
Repurchases of common stock	(3)		(4)	1
Repurchases of common stock, Shares			0.3
Stock-based compensation expense	46			46
Cumulative translation adjustments, net of tax	37					37				37
Unrealized gains (losses) on derivative instruments, net of tax	(15)							(15)		(15)
Balance at Jun. 30, 2014	$ 1,691	$ 3	$ (10)	$ 1,947	$ (264)	$ 46	$ (17)	$ (14)		$ 15
Balance, treasury shares at Jun. 30, 2014	0.8		0.8
Balance, common shares at Jun. 30, 2014	332.8	332.8

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Condensed Consolidated Statements of Financial Position (Parenthetical) (USD $) In Millions, except Per Share data, unless otherwise specified	Jun. 30, 2014	Mar. 24, 2014	Dec. 31, 2013
Common stock, par value	$ 0.01	$ 0.001	$ 0.01
Common Stock, shares authorized	700.0		307.5
Common Stock, shares issued	332.8		280.5
Treasury stock, shares	0.8		0.5

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Income Taxes

6 Months Ended

Jun. 30, 2014

Income Taxes

Note 10. Income Taxes

The Company operates in more than 100 countries around the world and its earnings are taxed at the applicable income tax rate in each of these countries. As required, the Company computes interim taxes based on an estimated annual effective tax rate.

The Company recorded a benefit for income taxes in the amount of $139 million for the three months ended June 30, 2014 and $152 million for the six months ended June 30, 2014, which resulted in effective tax rates of 38.8% and 38.4%, respectively. The tax benefit in both periods was primarily due to a significant amount of deductible expenses in the U.S. related to the redemption of the Company’s 12.5% Senior Notes and Senior PIK Notes, the termination of the management services agreement with affiliates of the Sponsors, and non-executive Phantom SARs compensation expense. In addition, the tax benefit in both periods was impacted as a result of profits generated in non-U.S. tax jurisdictions with lower tax rates than the U.S. statutory tax rate and by deferred U.S. income tax expense related to non-U.S. earnings net of associated tax credits. The Company also recorded a tax benefit of $6 million as a result of the conclusion of a U.S. Federal income tax examination for 2010 and 2011. Also, under Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) (now incorporated into Accounting Standards Codification Topic 740, Income Taxes), the Company recorded $3 million of tax expense related to unrecognized tax benefits that if recognized would favorably impact the effective tax rate. Included in this amount is $1 million of interest and penalties.

The Company recorded a provision for income taxes in the amount of $9 million for the three months ended June 30, 2013 and $14 million for the six months ended June 30, 2013, which resulted in effective tax rates of 54.3% and 42.4%, respectively. The effective tax rate in both periods was higher than the U.S. statutory tax rate due to non-deductible expenses. The tax provision in both periods was also impacted as a result of profits generated in non-U.S. tax jurisdictions with lower tax rates than the U.S. statutory tax rate and by deferred U.S. income tax expense related to non-U.S. earnings net of associated tax credits. Also, under FIN 48, the Company recorded $3 million of tax expense related to unrecognized tax benefits that if recognized would favorably impact the effective tax rate. Included in this amount is $1 million of interest and penalties.

The Company files numerous consolidated and separate income tax returns in U.S. (federal and state) and non-U.S. jurisdictions. The Company is no longer subject to U.S. federal income tax examination by tax authorities for years before 2012. Further, with few exceptions, the Company is no longer subject to tax examination in state and local jurisdictions for years prior to 2009 and in its material non-U.S. jurisdictions prior to 2008. It is reasonably possible that within the next twelve months the Company could realize $2 million of unrecognized tax benefits as a result of the expiration of certain statutes of limitation.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2014	Jul. 22, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2
Trading Symbol	IMS
Entity Registrant Name	IMS Health Holdings, Inc.
Entity Central Index Key	0001595262
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		332,024,323

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Contingencies

6 Months Ended

Jun. 30, 2014

Contingencies

Note 11. Contingencies

The Company and its subsidiaries are involved in legal and tax proceedings, claims and litigation arising in the ordinary course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For those matters where management currently believes it is probable that the Company will incur a loss and that the probable loss or range of loss can be reasonably estimated, the Company has recorded reserves in the Condensed Consolidated Financial Statements based on its best estimates of such loss. In other instances, because of the uncertainties related to either the probable outcome or the amount or range of loss, management is unable to make a reasonable estimate of a liability, if any. However, even in many instances where the Company has recorded an estimated liability, the Company is unable to predict with certainty the final outcome of the matter or whether resolution of the matter will materially affect the Company’s results of operations, financial position or cash flows. As additional information becomes available, the Company adjusts its assessments and estimates of such liabilities accordingly.

The Company routinely enters into agreements with its suppliers to acquire data and with its clients to sell data, all in the normal course of business. In these agreements, the Company sometimes agrees to indemnify and hold harmless the other party for any damages such other party may suffer as a result of potential intellectual property infringement and other claims related to the use of the data. The Company has not accrued a liability with respect to these matters, as the exposure is considered remote.

Based on its review of the latest information available, management does not expect the impact of pending tax and legal proceedings, claims and litigation, either individually or in the aggregate, to have a material adverse effect on the Company’s results of operations, cash flows or financial position. However, one or more unfavorable outcomes in any claim or litigation against the Company could have a material adverse effect for the period in which it is resolved. The following is a summary of certain legal matters involving the Company.

IMS Health Government Solutions Voluntary Disclosure Program Participation

The Company’s wholly-owned subsidiary, IMS Government Solutions Inc. (“IMS Government Solutions”), is primarily engaged in providing services and products under contracts with the U.S. government. U.S. government contracts are subject to extensive legal and regulatory requirements and, from time to time, agencies of the U.S. government have the ability to investigate whether contractors’ operations are being conducted in accordance with such requirements. U.S. government investigations, whether relating to these contracts or conducted for other reasons, could result in administrative, civil or criminal liabilities, including repayments, fines or penalties being imposed on us, or could lead to suspension or debarment from future U.S. government contracting. U.S. government investigations often take years to complete and may result in no adverse action against the Company.

IMS Government Solutions discovered potential noncompliance with various contract clauses and requirements under its General Services Administration Contract (the “GSA Contract”) which was awarded in 2002 to its predecessor company, Synchronous Knowledge Inc. (Synchronous Knowledge Inc. was acquired by IMS Health in May 2005). The potential noncompliance arose from three primary areas: first, at the direction of the government, work performed under one task order was invoiced under another task order without the appropriate modifications to the orders being made; second, personnel who did not meet strict compliance with the labor categories component of the qualification requirements of the GSA Contract were assigned to contracts; and third, certain discounts that were given to commercial customers were not also offered to the government, in alleged violation of the GSA Contract’s Price Reductions Clause. Upon discovery of the potential noncompliance, the Company began remediation efforts, promptly disclosed the potential noncompliance to the U.S. government, and was accepted into the Department of Defense Voluntary Disclosure Program. The Company filed its Voluntary Disclosure Program Report (“Disclosure Report”) on August 29, 2008. Based on the Company’s findings as disclosed in the Disclosure Report, the Company recorded a reserve of approximately $4 million for this matter in 2008. During 2010, the Company recorded an additional reserve of approximately $2 million as a result of its ongoing investigation relating to this matter. The Company is currently unable to determine the outcome of these matters pending the resolution of the Voluntary Disclosure Program process and its ultimate liability arising from these matters could exceed its current reserves.

Symphony Health Solutions litigation

On July 24, 2013, Symphony Health Solutions filed a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania against IMS Health alleging that IMS Health is actively engaging in anticompetitive business practices in violation of the Sherman Antitrust Act and Pennsylvania state law. The complaint seeks trebled actual damages in an unspecified amount, punitive damages, costs and injunctive relief. The Company believes the complaint is without merit, rejects all claims raised and will vigorously defend IMS Health’s position.

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Condensed Consolidated Statements of Comprehensive Loss (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenue	$ 662	$ 624	$ 1,307	$ 1,237
Information	386	379	767	757
Technology services	276	245	540	480
Operating costs of information, exclusive of depreciation and amortization	174	157	338	317
Direct and incremental costs of technology services, exclusive of depreciation and amortization	140	124	276	247
Selling and administrative expenses, exclusive of depreciation and amortization	247	145	418	290
Depreciation and amortization	115	100	222	205
Severance, impairment and other charges	25	1	25	2
Operating (Loss) Income	(39)	97	28	176
Interest income		1	2	2
Interest expense	(49)	(75)	(138)	(154)
Other (loss) income, net	(271)	(6)	(288)	10
Non-Operating Loss, Net	(320)	(80)	(424)	(142)
(Loss) Income before income taxes	(359)	17	(396)	34
Benefit from (provision for) income taxes	139	(9)	152	(14)
Net (Loss) Income	(220)	8	(244)	20
(Loss) Earnings per Share Attributable to Common Shareholders:
Basic	$ (0.67)	$ 0.03	$ (0.80)	$ 0.07
Diluted	$ (0.67)	$ 0.03	$ (0.80)	$ 0.07
Weighted-Average Common Shares Outstanding:
Basic	329.7	280.0	304.9	280.0
Diluted	329.7	288.9	304.9	288.8
Other Comprehensive Income (Loss):
Net (Loss) Income	(220)	8	(244)	20
Cumulative translation adjustment (net of taxes of $(8) and $8, for the three months ended and $(10) and $22 for the six months ended, respectively)	19	(46)	37	(199)
Unrealized (losses) gains on derivatives (net of taxes of $1 and $(1) for the three months ended and $1 and $(5) for the six months ended, respectively)	(14)	2	(15)	9
Losses (gains) on derivative instruments, reclassified into earnings (net of taxes of $— and $1 for the three months ended and $— and $2 for the six months ended, respectively)	1	(2)		(4)
Other Comprehensive Income (Loss)	6	(46)	22	(194)
Total Comprehensive Loss	$ (214)	$ (38)	$ (222)	$ (174)

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Derivatives and Fair Value

6 Months Ended

Jun. 30, 2014

Derivatives and Fair Value

Note 5. Derivatives and Fair Value

Foreign exchange risk management

The Company transacts business in more than 100 countries and is subject to risks associated with changing foreign exchange rates. The Company’s objective is to reduce earnings and cash flow volatility associated with foreign exchange rate changes. Accordingly, the Company enters into foreign currency forward contracts to minimize the impact of foreign exchange movements on non–functional currency assets and liabilitiesand to hedge non-U.S. Dollar anticipated royalties (“Royalty Hedging”). Additionally, through March 2014, the Company utilized foreign currency forward contracts to minimize the impact of foreign exchange movements on EBITDA.  These contracts will unwind through the end of 2014.  It is the Company’s policy to enter into foreign currency transactions only to the extent necessary to meet its objectives as stated above. The Company does not enter into foreign currency transactions for investment or speculative purposes. The principal currencies hedged are the Euro, the Japanese Yen, the British Pound, the Swiss Franc and the Canadian Dollar.

The forward contracts entered into for balance sheet risk management purposes are not designated as hedges and are carried at fair value, with changes in the fair value recorded to Other (loss) income, net in the Condensed Consolidated Statements of Comprehensive Loss. These contracts do not subject the Company to material balance sheet risk because gains and losses on these derivatives are intended to offset gains and losses on the assets and liabilities being hedged.

Unrealized and realized gains and losses on the contracts entered into for managing foreign exchange movement on EBITDA did not qualify for hedge accounting, and therefore were not deferred and were included in the Condensed Consolidated Statements of Comprehensive Loss in Other (loss) income, net.

The forward contracts entered into for Royalty Hedging purposes are designated as hedges and are carried at fair value, with changes in the fair value recorded to Accumulated Other Comprehensive Income (Loss) (“AOCI”).  The change in fair value is reclassified from AOCI to earnings in the quarter in which the hedged royalty is paid.  

For derivatives designated as hedges, the Company assesses, both at the inception of the hedge and on an ongoing basis, whether the derivatives are highly effective in offsetting changes in fair values or cash flows of hedged items. If it is determined that a derivative ceases to be highly effective as a hedge, the Company will discontinue hedge accounting with respect to that derivative prospectively. When it is probable that a hedged forecasted transaction will not occur, the Company discontinues hedge accounting for the affected portion of the forecasted transaction, and reclassifies gains or losses that were accumulated in AOCI to earnings in Other (loss) income, net on the Condensed Consolidated Statements of Comprehensive Loss. Cash flows are classified consistent with the underlying hedged item.

Commencing in April 2014, the Company designated Euro currency borrowings (net of original issue discount) of €872 million ($1,191 million as of June 30, 2014) as hedges of its foreign currency exposures of the net investment in certain foreign affiliates. These long-term borrowings are designated as net investment hedges. The effective portion of foreign exchange gains or losses on the remeasurement of the debt is recognized in the cumulative translation adjustment component of AOCI with the related offset in long-term debt. Those amounts would be reclassified from AOCI to earnings upon the sale or substantial liquidation of these net investments. The amount of foreign exchange gains related to the net investment hedges included in cumulative translation adjustment for the three months ended June 30, 3014 was $11 million.

The following table details the components of foreign exchange gain (loss) included in Other income (loss), net on the Condensed Consolidated Statements of Comprehensive Loss:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Translation of non-functional currency debt	$	—		$	(11	)	$	—		$	12
Revaluation of other non-functional currency assets and liabilities(1)		(52	)		2			(56	)		3
Effect of derivatives		—			3			—			7
Total foreign exchange gain (loss)	$	(52	)	$	(6	)	$	(56	)	$	22

(1) The three and six months ended June 30, 2014 included a $49 million charge related to a change in the exchange rate used to remeasure the Company’s Venezuelan Bolívar account balances.  Additionally, the six months ended June 30, 2013 included a $14 million charge resulting from devaluation of Venezuelan Bolívars.  Both the 2014 and 2013 charges are further described below in this Note.

The foreign exchange forward contracts outstanding designated as hedges have various expiration dates through May 2015. The foreign exchange forward contracts outstanding not designated as hedges have various expiration dates through December 2014. Foreign exchange forward contracts are recorded at estimated fair value. The estimated fair values of the forward contracts are based on quoted market prices.

Interest rate risk management

The Company purchases interest rate caps and entered into interest rate swap agreements for purposes of managing its risk in interest rate fluctuations.

In April 2014, the Company purchased U.S. Dollar denominated interest rate caps (“2014 Caps”) for a total notional value of $1 billion at strike rates ranging between 2% and 3%. These caps are effective at various times between April 2014 and April 2016, and expire at various times between April 2017 and April 2019. The total premiums paid were $21 million. The 2014 Caps are designated as cash flow hedges. The 2014 Caps are in addition to the U.S. Dollar and Euro denominated interest rate caps that the Company purchased in May 2010 (“2010 Caps”). The 2010 Caps have strike rates of 4% and expire at various times through January 2015. The 2010 Caps are not designated as cash flow hedges.

The Company also entered into U.S. Dollar and Euro denominated interest rate swap agreements in April 2014 (“2014 Swaps”) to hedge interest rate exposure on notional amounts of approximately $600 million of its borrowings. The 2014 swaps were effective between April and June 2014, and expire at various times from March 2017 through March 2021. On these agreements, the Company pays a fixed rate ranging from 1.4% to 2.1% and receives a variable rate of interest equal to the greater of three-month U.S. Dollar London Interbank Offered Rate (“LIBOR”) or three-month Euro Interbank Offered Rate (“EURIBOR”), and 1%. The 2014 Swaps are designated as cash flow hedges. The Company also entered into interest rate swap agreements in May 2010 (“2010 Swaps”) to hedge interest rate exposure on notional amounts of $375 million of its borrowings. The 2010 Swaps were effective January 2012, and expire at various times through January 2016. On these agreements, the Company pays a fixed rate ranging from 3% to 3.3% and receives a variable rate of interest equal to the three-month LIBOR.  The 2010 Swaps are not designated as cash flow hedges.

The fair value of derivative instruments in the Condensed Consolidated Statements of Financial Position are as follows:

		June 30, 2014						December 31, 2013
		Fair Value of Derivative				U.S. Dollar Notional		Fair Value of Derivative				U.S. Dollar Notional
(in millions)	Balance Sheet Caption	Asset		Liability				Asset		Liability
Derivatives designated as hedging instruments
Foreign exchange contracts	Accounts receivable/Accounts payable	$	1	$	2	$	208	$	6	$	4	$	202
Interest rate caps	Non-Current Assets		15		—		1,000		—		—		—
Interest rate swaps	See below(1)		—		7		600		—		—		—
Derivatives not designated as hedging instruments
Foreign exchange contracts	Accounts receivable/Accounts payable		2		7		390		3		11		219
Interest rate caps	—		—		—		110		—		—		365
Interest rate swaps	See below(1)		—		8		225		—		12		375
Total derivatives		$	18	$	24			$	9	$	27

⁽¹⁾ $3 million included in Accrued and other current liabilities and $12 million included in Other liabilities at June 30, 2014 and $12 million included in Other liabilities at December 31, 2013 in the Condensed Consolidated Statements of Financial Position.

The effect of derivative instruments on the Condensed Consolidated Statements of Comprehensive Loss are as follows:

(in millions)	Effect of Derivatives on Financial Performance
Derivatives in Cash Flow Hedging Relationships	Amount of Income/(Loss) Recognized in AOCI					Location of Income/(Loss)Reclassified from AOCI intoEarnings	Amount of Income/(Loss) Reclassified from AOCIinto Earnings
Three Months Ended June 30,	2014			2013			2014		2013
Foreign exchange contracts	$	(2	)	$	3	Other (loss) income, net	$	(1)	$	4
Interest rate derivatives		(13	)		—	Interest expense		—		—
Six Months Ended June 30,		2014			2013			2014		2013
Foreign exchange contracts	$	(3	)	$	14	Other (loss) income, net	$	—	$	7
Interest rate derivatives		(13	)		—	Interest expense		—		—

The pre-tax gain (loss) recognized in earnings on derivatives not designated as hedging instruments was a $1 million gain for the three months ended June 30, 2014 and a $1 million loss for the three months ended June 30, 2013 included in Other (loss) income, net in the Condensed Consolidated Statements of Comprehensive Loss.

Changes in the fair value of derivatives that are designated as cash flow hedges are recorded in AOCI to the extent effective and reclassified into earnings in the same period or periods during which the transaction hedged by that derivative also affects earnings. The Company expects $5 million of pre-tax unrealized losses related to its foreign exchange contracts and interest rate derivatives included in AOCI at June 30, 2014 to be reclassified into earnings within the next twelve months.

Fair value disclosures

The Company is subject to authoritative guidance which requires a three-level hierarchy for disclosure of fair value measurements as follows:

Level 1 —	Quoted prices in active markets for identical assets or liabilities.
Level 2 —	Quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and model-derived valuations in which all significant inputs are observable in active markets.
Level 3 —	Unobservable inputs reflecting management’s own assumptions about the inputs used in pricing the asset or liability.

The carrying values of cash, cash equivalents, restricted cash, accounts receivable and accounts payable approximated their fair values at June 30, 2014 and December 31, 2013 due to the short-term nature of these instruments. At June 30, 2014 and December 31, 2013, the fair value of total debt approximated $4,022 million and $5,280 million, respectively, as determined under Level 2 measurements based on quoted prices for these financial instruments.

Recurring measurements

The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated:

	Basis of Fair Value Measurements
	June 30, 2014
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	—	$	1	$	—	$	1
Derivatives		—		18		—		18
Total	$	—	$	19	$	—	$	19
Liabilities
Contingent consideration	$	—	$	—	$	60	$	60
Derivatives		—		24		—		24
Total	$	—	$	24	$	60	$	84

	December 31, 2013
(in millions)	Level 1		Level 2		Level 3		Total
Assets
Short-term investments	$	—	$	4	$	—	$	4
Derivatives		—		9		—		9
Total	$	—	$	13	$	—	$	13
Liabilities
Contingent consideration	$	—	$	—	$	65	$	65
Derivatives		—		27		—		27
Total	$	—	$	27	$	65	$	92

Short-term investments consist of government bond funds. Derivatives consist of foreign exchange contracts and interest rate caps and swaps. The fair value of foreign exchange contracts is based on observable market inputs of spot and forward rates. The fair value of the interest rate caps and swaps is the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities.

The following table summarizes Level 3 acquisition-related contingent consideration liabilities (see Note 2) carried at fair value on a recurring basis with the use of unobservable inputs for the period indicated.

(in millions)	Contingent Consideration Liabilities
Balance at December 31, 2013	$	65
New acquisitions		2
Cash payments		(1	)
Changes in fair value estimates included in Selling and administrative expenses		(6	)
Balance at June 30, 2014	$	60

Non-recurring measurements

During the three and six months ended June 30, 2014, the Company recorded a $7 million impairment charge for a leased facility, resulting in a fair value measurement of $9 million at June 30, 2014. The fair value was based on a third party market assessment, a Level 2 measurement. Additionally during the three and six months ended June 30, 2014, the Company wrote off the value of computer software that was no longer in use to zero and recorded an impairment charge of $2 million. The fair value reflects an internal review of the net realizable value of the software and thus is a Level 3 measurement.  

Devaluation of Venezuelan Bolívars

In February 2013, the Venezuelan government announced the devaluation of its currency. The official exchange rate was adjusted from 4.30 Bolívars to each U.S. Dollar to 6.30. The Company’s Swiss operating subsidiary, IMS AG, maintains certain account balances in Bolívars (mainly cash and cash equivalents). As these balances are held in a non-functional currency of IMS AG, the Company is required to mark-to-market these balances at each reporting date and reflect these movements as gains or losses in income. Additionally, since January 2010, Venezuela has been designated as hyper-inflationary, and as such, all foreign currency fluctuations are recorded in income for certain account balances at the Company’s local Venezuelan operating subsidiary. The Company recorded a pre-tax charge of approximately $14 million to Other (loss) income, net, in the first six months of 2013 related to the remeasurement of the IMS AG Venezuelan Bolívar account balances and the remeasurement of certain local Bolívar account balances.

Recently, the Venezuelan government significantly expanded the use of the Supplementary Foreign Currency Administration System (“SICAD”) I exchange market and created a third exchange market called SICAD II. These markets have exchange rates significantly less favorable than the official exchange rate. As a result, the Company assessed its legal eligibility to access the available foreign exchange mechanisms, the transactions that would be eligible, and the Company’s past and expected future ability to transact through those mechanisms. Based on the Company’s analysis, the Company currently believes SICAD II represents the rate which best reflects the economics of the Company’s Venezuelan business activity, and as such, the Company concluded that it should utilize the SICAD II exchange rate to remeasure its Venezuelan Bolívar account balances as of June 30, 2014. The SICAD II rate at June 30, 2014 was approximately 50 Bolívars to one U.S. Dollar. As a result of the change to the SICAD II rate, the Company recorded a pre-tax charge of $49 million to foreign exchange loss within Other (loss) income, net in the second quarter of 2014.

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Severance, Impairment and Other Charges

6 Months Ended

Jun. 30, 2014

Severance, Impairment and Other Charges

Note 4. Severance, Impairment and Other Charges

As a result of ongoing cost reduction efforts, the Company recorded severance charges consisting of global workforce reductions to streamline the Company’s organization. The following table sets forth the activity in the Company’s severance-related reserves for the six months ended June 30, 2014:

(in millions)	2014  Plan(1)			2013  Plan(2)			2012  Plan(3)
Balance at December 31, 2013	$	—		$	12		$	6
Charges		15			—			—
Cash payments		(2	)		(3	)		(2	)
Balance at June 30, 2014	$	13		$	9		$	4

⁽¹⁾ In May 2014, the Company implemented a restructuring plan (the “2014 Plan”) and recorded a pre-tax severance charge of $15 million. The Company expects that cash outlays related to the 2014 Plan will be substantially complete by the end of 2015.  

⁽²⁾ In December 2013, the Company implemented a restructuring plan (the “2013 Plan”) and recorded a pre-tax severance charge of $12 million. The Company expects that cash outlays related to the 2013 Plan will be substantially complete by the end of 2015.

⁽³⁾ In December 2012, the Company implemented a restructuring plan (the “2012 Plan”) and recorded a pre-tax severance charge of $23 million. In the third quarter of 2013, $6 million of severance accruals were reversed.  The Company expects that cash outlays related to the 2012 Plan will be substantially complete by the end of 2014.

Other charges

During the three and six months ended June 30, 2014, the Company recorded impairment charges of $10 million, $7 million of which related to impaired leases for properties in the U.S. and $3 million for the write-down of certain assets and contract-related charges for which the Company will not realize any future economic benefits.  

During the three and six months ended June 30, 2013, the Company recorded impairment charges of $1 million and $2 million, respectively, related to impaired leases for properties vacated in the U.S. and contract-related charges for which the Company will not realize any future economic benefits.

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Goodwill and Identifiable Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2014

Summary of Changes in Goodwill

The following table sets forth changes in the Company’s goodwill for the six months ended June 30, 2014.

(in millions)	Goodwill
Balance at December 31, 2013	$	3,573
Goodwill assigned in purchase price allocations (see Note 2)		13
Foreign currency translation adjustments and other		18
Balance at June 30, 2014	$	3,604

Schedule of Intangible Assets

The gross carrying amounts, related accumulated amortization and the weighted average amortization periods of the Company’s intangible assets are listed in the following table:

	June 30, 2014						December 31, 2013
(in millions)	GrossCarryingAmount		Accumulated Amortization		Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization
Databases	$	725	$	621		0.8	$	725	$	549
Client Relationships and other		2,189		563		14.3		2,152		491
Trade Names (Finite-Lived)		151		36		14.4		151		31
Trade Names (Indefinite-Lived)		561		—		N/A		560		—
Total Intangible Assets	$	3,626	$	1,220		11.1	$	3,588	$	1,071

Schedule of Amortization Expense Associated With Intangible Assets

Based on current estimated useful lives, amortization expense associated with intangible assets at June 30, 2014 is estimated to be as follows:

(in millions) Year ended December 31,	Amortization Expense
Remainder of 2014	$	147
2015		178
2016		151
2017		138
2018		136
Thereafter		1,095

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Related Party

6 Months Ended

Jun. 30, 2014

Related Party

Note 12. Related Party

Due to related party relationships, it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.

Management services agreement

The Company had a management services agreement with affiliates of the Sponsors pursuant to which they would provide management services to the Company.  In conjunction with the Company’s IPO, the management services agreement was terminated for a settlement amount of $72 million and the Company recorded this charge as a component of Selling and administrative expenses, exclusive of depreciation and amortization in the Condensed Consolidated Statements of Comprehensive Loss for the three months ended June 30, 2014.  Prior to the termination of the management services agreement, the Company paid approximately $2 million during the six months ended June 30, 2014, and $2 million and $4 million during the three and six months ended June 30, 2013, respectively, in management fees pursuant to the management services agreement.

Transactions with other Sponsor portfolio companies

The Sponsors are private equity firms that have investments in companies that do business with IMS Health in the ordinary course of business. The Company believes these transactions are conducted on an arms-length basis. The following is a summary of the activity with companies in which the Sponsors have investments:

	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2014			2013			2014			2013
Revenues (1)	$	2		$	2		$	4		$	5
Expenses(2)		(2	)		(1	)		(4	)		(2	)

⁽¹⁾ Sales of the Company’s offerings to companies in which the Company’s Sponsors have investments.

⁽²⁾ Purchases of goods and services from companies in which the Sponsors have investments.

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Shareholders' Equity

6 Months Ended

Jun. 30, 2014

Shareholders' Equity

Note 8. Shareholders’ Equity

On March 24, 2014, the Company effected a 10-to-1 reverse stock split of its common stock. In connection with the split, the par value of the Company’s common stock changed from $.001 per share to $.01 per share. Unless otherwise noted, all references in these financial statements to number of shares, price per share and weighted average number of shares outstanding of common stock have been adjusted to reflect the reverse stock split on a retroactive basis. The split also applied to any outstanding equity-based awards.

The Company amended its Certification of Incorporation on April 9, 2014, in connection with the closing of the IPO.  The Amended and Restated Certificate of Incorporation authorizes the Board of Directors, at its discretion, to issue up to 50,000,000 shares of preferred stock with a par value of $0.01 per share. The preferred stock is issuable in series, which may vary as to certain rights and preferences. As of June 30, 2014, no preferred shares have been issued.  The Certificate also set the number of authorized common shares at 700,000,000 shares.

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Operations by Business Segment - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2014 Segment
Segment Reporting Information [Line Items]
Number of operating segments	1
Number of reportable segments	1
Minimum
Segment Reporting Information [Line Items]
Number of countries in which the company operates	100

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Debt

6 Months Ended

Jun. 30, 2014

Debt

Note 6. Debt

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

(in millions)	June 30,2014			December 31,2013
Senior Secured Credit Facilities:
Senior Secured Term A Loan due 2019—USD LIBOR at average floating rates of 2.40%	$	315		$	—
Senior Secured Term A Loan due 2019—EUR LIBOR at average floating rates of 2.51%		182			—
Senior Secured Term B Loan due 2021—USD LIBOR at average floating rates of 3.50%		1,743			1,747
Senior Secured Term B Loan due 2021—EUR LIBOR at average floating rates of 3.75%		1,018			1,030
Revolving Credit Facility due 2019—USD LIBOR at average floating rates of 2.40%		238			—
12.5% Senior Notes due 2018		—			1,000
7.375%/8.125% Senior PIK Toggle Notes due 2018		—			750
6.00% Senior Notes due 2020		500			500
Principal Amount of Debt		3,996			5,027
Less: Unamortized Discounts		(26	)		(67	)
Total Debt	$	3,970		$	4,960

Scheduled principal payments due on the Company’s debt as of June 30, 2014 for the remainder of 2014 and thereafter were as follows:

	Year
(in millions)	2014		2015		2016		2017		2018		Thereafter		Total
Debt	$	26	$	53	$	53	$	59	$	71	$	3,734	$	3,996

Senior Secured Credit Facilities

In March 2014, IMS Health Incorporated (“IMS Health”), an indirect wholly-owned subsidiary of the Company, and certain of its subsidiaries, as co-borrowers, entered into an amendment (the “2014 Amendment”) to amend and restate the Second Amended and Restated Credit and Guaranty Agreement, which until such date governed IMS Health’s senior secured credit facilities (the amended and restated credit agreement resulting from the 2014 Amendment, the “2014 Credit Agreement”). The 2014 Amendment added commitments in respect of new Term A loans (the “New Term Loans”) in the aggregate dollar equivalent amount of $500 million, increased outstanding commitments under the revolving credit facility to $500 million, modified certain interest rates and covenants and made additional modifications to IMS Health’s senior secured credit facilities. The commitments in respect of the New Term Loans consist of Term A loan commitments in the amount of $315 million and €133 million (or approximately $182 million based on exchange rates in effect on June 30, 2014) and mature in March 2019. The New Term Loans were funded in April 2014 concurrent with the Company’s IPO. See Note 1 for further information on the IPO. Additionally, IMS Health reduced the borrowing margins and the EUR LIBOR floor by 25 basis points each, respectively, extended the maturity date to March 2021 for the existing Term B loans and increased the capacity to $500 million and extended the maturity date to March 2019 for the existing Revolving Credit Facility. As a result of the 2014 Amendment, the Company recorded $11 million of debt extinguishment losses and $2 million of third party fees in Other (loss) income, net during the six months ended June 30, 2014.

In February 2013, IMS Health and certain of its subsidiaries entered into an amendment of the then existing senior secured term loans due 2017 (“Term Loan Amendment”) to reduce its borrowing costs. IMS Health reduced the borrowing margins and LIBOR floors by 50 basis points and 25 basis points, respectively, for both the USD and EUR tranches of debt. As a result of the Term Loan Amendment, the Company recorded $9 million of debt extinguishment losses and $3 million of third party fees in Other (loss) income, net during the six months ended June 30, 2013.

In October 2012, IMS Health and certain of its subsidiaries completed a recapitalization (the “Recapitalization”). The Recapitalization included an amendment (the “Amendment”) to its Amended and Restated Credit and Guaranty Agreement for additional term loans and (a) extended the maturity date of the Revolving Credit Facility to August 2017; and (b) increased the maximum leverage ratio.

IMS Health is required to make scheduled quarterly payments on the Term A loans at rates that vary from 1.25% to 2.50% of the original principal amount of the term loans, with the remaining balance paid at maturity. Additionally IMS Health is required to make scheduled quarterly payments on the Term B loans each equal to approximately 0.25% of the original principal amount of the term loans, with the remaining balance paid at maturity. IMS Health is also required to pay an annual commitment fee that ranges from 0.30% to 0.40% in respect of any unused commitments under the revolving credit facility.

At June 30, 2014, the Company had a $500 million revolving credit facility, of which $262 million was unused. The Senior Secured Credit Facilities are secured by a security interest in substantially all of Healthcare Technology Intermediate Holdings, Inc.’s, IMS Health’s and the subsidiary guarantors’ tangible and intangible assets, including the stock and the assets of certain of IMS Health’s current and certain future wholly-owned U.S. subsidiaries (and stock held by IMS Health’s current immediate direct parent holding company) and a portion of the stock of certain of IMS Health’s non-U.S. subsidiaries. In addition, certain of the assets of IMS Health’s Swiss subsidiaries have been pledged to secure any borrowings under the Senior Secured Credit Facilities by IMS AG. There have been no such borrowings to date.

Senior Notes

In February 2010, IMS Health issued an aggregate principal amount of $1 billion of senior unsecured notes due 2018 (“Old 12.5% Senior Notes”). In order to effect the Recapitalization, the Company conducted an exchange offer and consent solicitation to exchange the Old 12.5% Senior Notes for new 12.5% Senior Notes due 2018 (“New 12.5% Senior Notes” and, together with Old 12.5% Senior Notes, “12.5% Senior Notes”), and to solicit consents to proposed amendments to the indenture governing the Old 12.5% Senior Notes to permit the Recapitalization. The requisite consents were obtained and 99.96% of the holders of the Old 12.5% Senior Notes agreed to participate in the exchange and received New 12.5% Senior Notes in an equal principal amount. In connection with the IPO, the 12.5% Senior Notes were redeemed in April 2014 at a price equal to 100% of the principal amount of $1 billion, plus accrued interest of $17 million and a make-whole premium of $136 million.  The Company incurred a loss on extinguishment of debt of $189 million in the second quarter of 2014, consisting of the make-whole premium and the write-off of $53 million of debt issuance costs and discounts. See Note 1 for further information on the IPO.

The Recapitalization also included a new offering of $500 million aggregate principal amount of 6% Senior Notes due 2020 (the “6% Senior Notes”). Interest is payable semi-annually each year. The 6% Senior Notes are guaranteed on a senior unsecured basis by IMS Health’s wholly-owned domestic subsidiaries that are guarantors under the Senior Secured Credit Facilities. The 6% Senior Notes have a three-year no call redemption period.

Senior PIK Notes

In August 2013, Healthcare Technology Intermediate, Inc., a wholly-owned subsidiary of the Company, issued $750 million of Senior PIK Notes. The Senior PIK Notes were unsecured obligations of Healthcare Technology Intermediate, Inc. and had a maturity date of September 1, 2018. Interest was to be paid semi-annually in March and September of each year, commencing March 1, 2014. Subject to certain restrictions, the Company may elect to pay a portion of the interest due on the outstanding principal amount of the Senior PIK Notes by issuing PIK Notes in a principal amount equal to the interest due. The proceeds, along with cash provided by the Company, were used to pay an approximate $753 million dividend to shareholders of the Company and for the payment of fees and expenses of the transaction of approximately $17 million. In connection with the IPO, the Senior PIK Notes were redeemed in April 2014 at a price equal to 100% of the principal amount of $750 million, plus accrued interest of $6 million and a make-whole premium of $15 million.  The Company incurred a loss on extinguishment of debt of $30 million in the second quarter of 2014, consisting of the make-whole premium and the write-off of $15 million of debt issuance costs. See Note 1 for further information on the IPO.

Costs incurred to issue debt are generally deferred and amortized as a component of interest expense over the estimated term of the related debt using the effective interest rate method. As of June 30, 2014, the unamortized balance of original issue discount reflected as a reduction to long term debt and fees and expenses related to the issuance of the debt included in Other assets was $26 million and $62 million, respectively. The Company recorded interest expense of $2 million and $9 million for the three months ended June 30, 2014 and 2013, respectively, and $12 million and $18 million for the six months ended June 30, 2014 and 2013, respectively, related to the amortization of these balances.

The financing arrangements provide for certain covenants and events of default customary for similar instruments, including in the case of the revolving credit facility and New Term Loans beginning with the fiscal quarter ending June 30, 2014, a covenant not to exceed a specified ratio of consolidated senior secured net indebtedness to Consolidated EBITDA, as defined in the 2014 Credit Agreement and a covenant to maintain a specified minimum interest coverage ratio. If an event of default occurs under any of the Company’s or the Company’s subsidiaries’ financing arrangements, the creditors under such financing arrangements will be entitled to take various actions, including the acceleration of amounts due under such arrangements, and in the case of the lenders under the revolving credit facility and New Term Loans, other actions permitted to be taken by a secured creditor. At June 30, 2014, the Company was in compliance with the financial covenants under the Company’s financing arrangements.

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Pension and Postretirement Benefits

6 Months Ended

Jun. 30, 2014

Pension and Postretirement Benefits

Note 7. Pension and Postretirement Benefits

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

	Pension Benefits
	U.S. plans						Non-U.S. plans						U.S. plans						Non-U.S. plans
	Three Months Ended June 30,												Six Months Ended June 30,
(in millions)	2014			2013			2014			2013			2014			2013			2014			2013
Service cost	$	3		$	3		$	2		$	1		$	5		$	6		$	3		$	2
Interest cost		3			2			2			2			6			4			5			5
Expected return on plan assets		(5	)		(5	)		(3	)		(2	)		(10	)		(9	)		(6	)		(5	)
Net periodic benefit cost	$	1		$	—		$	1		$	1		$	1		$	1		$	2		$	2

The Company’s net periodic benefit cost for its postretirement benefits was less than $1 million for the three and six months ended June 30, 2014 and 2013, respectively. During the six months ended June 30, 2014, the Company contributed approximately $12 million to its pension and postretirement benefit plans and expects to contribute an additional $6 million for the remainder of 2014.

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Stock-Based Compensation

6 Months Ended

Jun. 30, 2014

Stock-Based Compensation

Note 9. Stock-Based Compensation

In March 2014, the Company’s board of directors adopted the IMS Health Holdings, Inc. 2014 Incentive and Stock Award Plan (the “2014 Plan”). Both annual award opportunities and equity-based awards for certain key employees, including the Company’s named executive officers, non-employee directors, consultants and other persons who provide substantial services to the Company, will be granted under the 2014 Plan. The 2014 Plan provides for grants of stock options (including incentive stock options), stock appreciation rights, restricted and deferred stock (including restricted stock units), dividend equivalents, other stock-based awards and performance awards, including annual incentive awards.

In the first six months of 2014, the Company granted to employees options to purchase 135,000 shares of its common stock in the aggregate, at an exercise price equal to $19.50, 15,000 cash settled stock appreciation rights (“Phantom SARs”) at an exercise price equal to $19.50, and granted to employees and non-employee directors approximately 1,442,000 restricted stock units. The stock options are subject to time- and performance-based vesting over a five-year period. The Phantom SARs vested and were automatically exercised at the time of the IPO. See Note 1 for further information.  The restricted stock units granted to employees vest in equal increments of fifty percent on each of the second and fourth anniversaries of the grant date. The restricted stock units granted to non-employee directors vest in full on the first anniversary of the grant date. The stock options and Phantom SARs were granted under the Company’s 2010 Equity Incentive Plan and the restricted stock units were granted under both the Company’s 2010 Equity Incentive Plan and the 2014 Plan.

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Earnings per Share - Additional Information (Detail) In Millions, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2014
Earnings Per Share [Abstract]
Anti-dilutive weighted average outstanding stock options	19.3	19.3

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Earnings per Share - Reconciliation of Basic and Diluted Weighted Average Shares Outstanding (Detail) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share [Abstract]
Basic weighted-average common shares outstanding	329.7	280.0	304.9	280.0
Effect of dilutive options		8.9		8.8
Diluted weighted-average common shares outstanding	329.7	288.9	304.9	288.8

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Goodwill and Identifiable Intangible Assets - Schedule of Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 3,626	$ 3,588
Accumulated amortization	1,220	1,071
Weighted average amortization period (years)	11 years 1 month 6 days
Databases
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Gross carrying amount	725	725
Accumulated amortization	621	549
Weighted average amortization period (years)	9 months 18 days
Client Relationships And Other
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Gross carrying amount	2,189	2,152
Accumulated amortization	563	491
Weighted average amortization period (years)	14 years 3 months 18 days
Trade Names (Finite-Lived)
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Gross carrying amount	151	151
Accumulated amortization	36	31
Weighted average amortization period (years)	14 years 4 months 24 days
Trade Names (Indefinite-Lived)
Finite Lived And Indefinite Lived Intangible Assets [Line Items]
Gross carrying amount	$ 561	$ 560

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Debt - Additional Information (Detail)	3 Months Ended		6 Months Ended		12 Months Ended		6 Months Ended		1 Months Ended	6 Months Ended	1 Months Ended			3 Months Ended	6 Months Ended	1 Months Ended			3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended			6 Months Ended					6 Months Ended				6 Months Ended
	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2013 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2014 USD ($)	Jun. 30, 2014 Minimum	Jun. 30, 2014 Maximum	Feb. 28, 2013 Term Loan Amendment	Jun. 30, 2013 Term Loan Amendment USD ($)	Oct. 31, 2012 Recapitalization	Apr. 30, 2014 12.5% Senior Notes due 2018 USD ($)	Feb. 28, 2010 12.5% Senior Notes due 2018 USD ($)	Jun. 30, 2014 12.5% Senior Notes due 2018 USD ($)	Jun. 30, 2014 12.5% Senior Notes due 2018 USD ($)	Feb. 28, 2010 6.00% Senior Notes due 2020 USD ($)	Apr. 30, 2014 7.375%/8.125% Senior PIK Toggle Notes due 2018 USD ($)	Aug. 31, 2013 7.375%/8.125% Senior PIK Toggle Notes due 2018 USD ($)	Jun. 30, 2014 7.375%/8.125% Senior PIK Toggle Notes due 2018 USD ($)	Jun. 30, 2014 7.375%/8.125% Senior PIK Toggle Notes due 2018 USD ($)	Mar. 31, 2014 2014 Term Loan Amended	Jun. 30, 2014 2014 Term Loan Amended USD ($)	Mar. 31, 2014 Senior Secured Term A Loan due 2019 USD ($)	Mar. 31, 2014 Senior Secured Term A Loan due 2019 EUR (€)	Jun. 30, 2014 Senior Secured Term A Loan due 2019 Minimum	Jun. 30, 2014 Senior Secured Term A Loan due 2019 Maximum	Jun. 30, 2014 Senior Secured Term A Loan due 2019 2014 Term Loan Amended	Mar. 31, 2014 Senior Secured Term A Loan due 2019 2014 Term Loan Amended USD ($)	Mar. 31, 2014 Senior Secured Term A Loan due 2019 Exchange Rate Effect USD ($)	Jun. 30, 2014 Senior Secured Term B Loan due 2021	Jun. 30, 2014 Senior Secured Term B Loan due 2021 2014 Term Loan Amended	Mar. 31, 2014 Senior Secured Term B Loan due 2021 2014 Term Loan Amended USD ($)	Jun. 30, 2014 Revolving Credit Facility USD ($)	Jun. 30, 2014 Revolving Credit Facility 2014 Term Loan Amended
Debt Instrument [Line Items]
New term loans commitments						$ 500,000,000																	$ 315,000,000	€ 133,000,000					$ 182,000,000				$ 262,000,000
Line of credit facility, borrowing capacity																												500,000,000				500,000,000	500,000,000
Reduced LIBOR floor on tranches of debt, basis points									0.25%												0.25%
Third party fees in other (loss) income, net										3,000,000												11,000,000
Debt extinguishment losses			(79,000,000)	(9,000,000)						9,000,000				189,000,000					30,000,000			2,000,000
Debt instrument maturity date																											2019-03				2021-03			2019-03
Reduced borrowing margins on tranches of debt, basis points									0.50%
Extended maturity date of Revolving Credit Facility											2017-08
Scheduled principal payments																									1.25%	2.50%				0.25%
Line of credit facility, unused capacity, commitment fee percentage							0.30%	0.40%
Debt instrument, principal amount												1,000,000,000	1,000,000,000			500,000,000	750,000,000	750,000,000
Debt instrument, maturity year															2018	2020
Percentage of exchange of 2018 notes													99.96%
Debt instrument, interest rate													12.50%			6.00%
Percentage of principal amount redeemed												100.00%					100.00%
Cash paid for accrued interest on debt												17,000,000					6,000,000
Debt instrument, make whole premium												136,000,000					15,000,000
Write-off of debt issuance costs and discounts															53,000,000					15,000,000
Debt instrument, no call redemption period																3 years
Debt maturity date																				Sep. 01, 2018
Dividends paid to shareholders					745,000,000													753,000,000
Payment of transaction fees and expenses																		17,000,000
Debt instrument interest payment commencing date																				Mar. 01, 2014
Debt instrument frequency of interest payment																				Interest was to be paid semi-annually in March and September of each year, commencing March 1, 2014
Debt instrument, unamortized discount	26,000,000		26,000,000		67,000,000
Fees and expenses related to issuance	62,000,000		62,000,000
Interest expense, amortization of fees and expenses related to debt issuance	$ 2,000,000	$ 9,000,000	$ 12,000,000	$ 18,000,000

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Earnings per Share

6 Months Ended

Jun. 30, 2014

Earnings per Share

Note 14. Earnings per Share

Computation of Net Income (Loss) per Share

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is computed, when the result is dilutive, using the weighted-average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares primarily consist of employee stock options and restricted stock units.

Employee equity share options, restricted stock units and similar equity instruments granted by the Company are treated as potential common shares outstanding in computing diluted earnings per share. Diluted shares outstanding include restricted stock units and the dilutive effect of in-the-money options which is calculated based on the average share price for each fiscal period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized, and the amount of benefits that would be recorded in additional paid-in capital when the award becomes deductible for tax purposes are assumed to be used to repurchase shares.

The following table reconciles the basic and diluted weighted average shares outstanding:

	Three Months Ended June 30,				Six Months Ended June 30,
(Shares in millions)	2014		2013		2014		2013
Basic weighted-average common shares outstanding		329.7		280.0		304.9		280.0
Effect of dilutive options		—		8.9		—		8.8
Diluted weighted-average common shares outstanding		329.7		288.9		304.9		288.8

Anti-dilutive weighted average outstanding stock options of approximately 19.3 million and – million were not included in the diluted earnings per share calculations for the three months ended June 30, 2014 and 2013, respectively, because their inclusion would have the effect of increasing earnings per share. Anti-dilutive weighted average stock options outstanding for the six months ended June 30, 2014 and 2013 were approximately 19.3 million and — million, respectively. Stock options will have a dilutive effect under the treasury method only when the respective period’s average market value of the Company’s common stock exceeds the exercise proceeds.

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Debt (Tables)

6 Months Ended

Jun. 30, 2014

Schedule of Debt

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

(in millions)	June 30,2014			December 31,2013
Senior Secured Credit Facilities:
Senior Secured Term A Loan due 2019—USD LIBOR at average floating rates of 2.40%	$	315		$	—
Senior Secured Term A Loan due 2019—EUR LIBOR at average floating rates of 2.51%		182			—
Senior Secured Term B Loan due 2021—USD LIBOR at average floating rates of 3.50%		1,743			1,747
Senior Secured Term B Loan due 2021—EUR LIBOR at average floating rates of 3.75%		1,018			1,030
Revolving Credit Facility due 2019—USD LIBOR at average floating rates of 2.40%		238			—
12.5% Senior Notes due 2018		—			1,000
7.375%/8.125% Senior PIK Toggle Notes due 2018		—			750
6.00% Senior Notes due 2020		500			500
Principal Amount of Debt		3,996			5,027
Less: Unamortized Discounts		(26	)		(67	)
Total Debt	$	3,970		$	4,960

Schedule of Maturities of Long-Term Debt

Scheduled principal payments due on the Company’s debt as of June 30, 2014 for the remainder of 2014 and thereafter were as follows:

	Year
(in millions)	2014		2015		2016		2017		2018		Thereafter		Total
Debt	$	26	$	53	$	53	$	59	$	71	$	3,734	$	3,996

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Debt - Schedule of Debt (Parenthetical) (Detail)	6 Months Ended
	Jun. 30, 2014
12.5% Senior Notes due 2018
Debt Instrument [Line Items]
Debt instrument, interest rate	12.50%
Debt instrument, maturity year	2018
7.375%/8.125% Senior PIK Toggle Notes due 2018
Debt Instrument [Line Items]
Debt instrument, maturity year	2018
6.00% Senior Notes due 2020
Debt Instrument [Line Items]
Debt instrument, interest rate	6.00%
Debt instrument, maturity year	2020
Interest rate related to the amount of cash interest rate | 7.375%/8.125% Senior PIK Toggle Notes due 2018
Debt Instrument [Line Items]
Debt instrument, interest rate	7.375%
Interest rate related to any additional paid in kind indebtedness | 7.375%/8.125% Senior PIK Toggle Notes due 2018
Debt Instrument [Line Items]
Debt instrument, interest rate	8.125%
USD LIBOR | Senior Secured Term A Loan due 2019
Debt Instrument [Line Items]
Debt instrument, average floating rate	2.40%
Debt instrument, maturity year	2019
USD LIBOR | Senior Secured Term B Loan due 2021
Debt Instrument [Line Items]
Debt instrument, average floating rate	3.50%
Debt instrument, maturity year	2021
USD LIBOR | Revolving Credit Facility due 2019
Debt Instrument [Line Items]
Debt instrument, average floating rate	2.40%
Debt instrument, maturity year	2019
EUR LIBOR | Senior Secured Term A Loan due 2019
Debt Instrument [Line Items]
Debt instrument, average floating rate	2.51%
Debt instrument, maturity year	2019
EUR LIBOR | Senior Secured Term B Loan due 2021
Debt Instrument [Line Items]
Debt instrument, average floating rate	3.75%
Debt instrument, maturity year	2021

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Derivatives and Fair Value - Schedule of Components of Foreign Exchange Gain (Loss) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Derivative Instruments And Hedging Activities Disclosures [Line Items]
Translation of non-functional currency debt		$ (11)		$ 12
Revaluation of other non-functional currency assets and liabilities	(52)	2	(56)	3
Effect of derivatives		3		7
Total foreign exchange gain (loss)	$ (52)	$ (6)	$ (56)	$ 22

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Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Cumulative translation adjustment, taxes	$ (8)	$ 8	$ (10)	$ 22
Unrealized (losses) gains on derivatives, taxes	1	(1)	1	(5)
Gains on derivative instruments, reclassified into earnings, taxes		$ 1		$ 2

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Goodwill and Identifiable Intangible Assets

6 Months Ended

Jun. 30, 2014

Goodwill and Identifiable Intangible Assets

Note 3. Goodwill and Identifiable Intangible Assets

The following table sets forth changes in the Company’s goodwill for the six months ended June 30, 2014.

(in millions)	Goodwill
Balance at December 31, 2013	$	3,573
Goodwill assigned in purchase price allocations (see Note 2)		13
Foreign currency translation adjustments and other		18
Balance at June 30, 2014	$	3,604

The gross carrying amounts, related accumulated amortization and the weighted average amortization periods of the Company’s intangible assets are listed in the following table:

	June 30, 2014						December 31, 2013
(in millions)	GrossCarryingAmount		Accumulated Amortization		Weighted Average Amortization Period (Years)		Gross Carrying Amount		Accumulated Amortization
Databases	$	725	$	621		0.8	$	725	$	549
Client Relationships and other		2,189		563		14.3		2,152		491
Trade Names (Finite-Lived)		151		36		14.4		151		31
Trade Names (Indefinite-Lived)		561		—		N/A		560		—
Total Intangible Assets	$	3,626	$	1,220		11.1	$	3,588	$	1,071

Intangible asset amortization expense was $74 million and $71 million during the three months ended June 30, 2014 and 2013, respectively, and $147 million and $143 million for the six months ended June 30, 2014 and 2013, respectively. Based on current estimated useful lives, amortization expense associated with intangible assets at June 30, 2014 is estimated to be as follows:

(in millions) Year ended December 31,	Amortization Expense
Remainder of 2014	$	147
2015		178
2016		151
2017		138
2018		136
Thereafter		1,095

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Related Party - Additional Information (Detail) (Management Services Agreement, USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Management Services Agreement
Related Party Transaction [Line Items]
Related party transaction, settlement amount	$ 72
Management fees paid for provision of services		$ 2	$ 2	$ 4

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Pension and Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2014

Components of Net Periodic Benefit Cost

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

	Pension Benefits
	U.S. plans						Non-U.S. plans						U.S. plans						Non-U.S. plans
	Three Months Ended June 30,												Six Months Ended June 30,
(in millions)	2014			2013			2014			2013			2014			2013			2014			2013
Service cost	$	3		$	3		$	2		$	1		$	5		$	6		$	3		$	2
Interest cost		3			2			2			2			6			4			5			5
Expected return on plan assets		(5	)		(5	)		(3	)		(2	)		(10	)		(9	)		(6	)		(5	)
Net periodic benefit cost	$	1		$	—		$	1		$	1		$	1		$	1		$	2		$	2

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Severance, Impairment and Other Charges - Schedule of Severance Related Reserves (Parenthetical) (Detail) (Severance, USD $) In Millions, unless otherwise specified	1 Months Ended			3 Months Ended
	May 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Sep. 30, 2013
Severance
Restructuring Cost And Reserve [Line Items]
Pre-tax severance charge	$ 15	$ 12	$ 23
Reversal of restructuring charge				$ 6

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Operations by Business Segment

6 Months Ended

Jun. 30, 2014

Operations by Business Segment

Note 13. Operations by Business Segment

Operating segments are defined as components of an enterprise about which financial information is available that is evaluated on a regular basis by the chief operating decision-maker, or decision-making groups, in deciding how to allocate resources to an individual segment and in assessing performance of the segment. The Company operates a globally consistent business model, offering pharmaceutical business information and related services to its clients in more than 100 countries.

The Company maintains regional geographic management who are responsible for bringing the Company’s full suite of offerings to their respective markets and to facilitate local execution of its global strategies. However, the Company maintains global leaders for the majority of its critical business processes; and the most significant performance evaluations and resource allocations made by the Company’s chief operating decision maker is made on a global basis. As such, the Company has concluded that it maintains one operating and reportable segment.

Geographic financial information:

The following represents selected geographic information for the regions in which the Company operates.

(in millions)	Americas(1)		EMEA(2)		AsiaPacific(3)		Corporate& Other			Total
Three Months Ended:
June 30, 2014
Revenue(4)	$	297	$	255	$	110	$	—		$	662
Operating Income (Loss)(5)		55		67		32		(193	)		(39	)
June 30, 2013
Revenue(4)	$	285	$	231	$	108	$	—		$	624
Operating Income (Loss)(5)		72		63		37		(75	)		97
Six Months Ended:
June 30, 2014
Revenue(4)	$	584	$	499	$	224	$	—		$	1,307
Operating Income (Loss)(5)		133		126		68		(299	)		28
June 30, 2013
Revenue(4)	$	557	$	455	$	225	$	—		$	1,237
Operating Income (Loss)(5)		146		118		78		(166	)		176

Notes to Geographic Financial Information:

(1) Americas includes the United States, Canada and Latin America. Revenue in the United States was $237 million and $227 million for the second quarters of 2014 and 2013, respectively, and $469 million and $449 million for the first six months of 2014 and 2013, respectively.

(2) EMEA includes countries in Europe, the Middle East and Africa.

(3) Asia Pacific includes Japan, Australia and other countries in the Asia Pacific region. Revenue in Japan was $61 million and $62 million for the second quarters of 2014 and 2013, respectively and $130 million and $134 million for the first six months of 2014 and 2013, respectively.

(4) Revenue relates to external clients and is primarily based on the location of the client. Revenue for the geographic regions includes the impact of foreign exchange in converting results into U.S. dollars.

(5) Operating Income for the three geographic regions does not reflect the allocation of certain expenses that are maintained in Corporate and Other and as such, is not a true measure of the respective regions’ profitability. The Operating Income amounts for the geographic segments include the impact of foreign exchange in converting results into U.S. dollars. The following presents the depreciation and amortization related to purchase accounting adjustments for each region that are presented in Corporate and Other:

(in millions)	Americas		EMEA		Asia Pacific
Three Months Ended:
June 30, 2014	$	31	$	23	$	10
June 30, 2013		31		21		11
Six Months Ended:
June 30, 2014	$	63	$	45	$	20
June 30, 2013		63		43		22