PRA Health Sciences, Inc. (Form: S-1/A, Received: 10/08/2014 16:42:14)

Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS 2

As filed with the Securities and Exchange Commission on October 8, 2014

Registration No. 333-198644

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PRA HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)		8731 (Primary Standard Industrial Classification Code Number)		46-3640387 (I.R.S. Employer Identification No.)

PRA Health Sciences, Inc.
4130 ParkLake Avenue
Suite 400
Raleigh, NC 27612
(919) 786-8200
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Colin Shannon
President and Chief Executive Officer
PRA Health Sciences, Inc.
4130 ParkLake Avenue
Suite 400
Raleigh, NC 27612
(919) 786-8200
(Name, address, including zip code, and telephone number, including area code, of agent for service)


Copies to:
Richard Fenyes, Esq. Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Telephone: (212) 455-2000 Telecopy: (212) 455-2502		Marc Jaffe, Esq. Rachel Sheridan, Esq. Latham & Watkins LLP 885 3rd Avenue New York, NY 10022 Telephone: (212) 906-1200 Telecopy: (212) 751-4864

Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


Large accelerated filer o		Accelerated filer o		Non accelerated filer ý (Do not check if a smaller reporting company)		Smaller reporting company o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)(3)




Common Stock, $0.01 par value per share	$375,000,000	$48,300

(1): Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
(2): Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.
(3): Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholder may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and neither we nor the selling stockholder is soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 8, 2014

Preliminary Prospectus

Shares

PRA Health Sciences, Inc.

Common Stock

PRA Health Sciences, Inc. is offering shares of its common stock and the selling stockholder is offering shares of common stock. We will not receive any proceeds from the sale of shares by the selling stockholder. This is our initial public offering, and no public market currently exists for our shares. We anticipate that the initial public offering price will be between $ and $ per share. We have applied to have our common stock listed on the NASDAQ Global Select Market under the symbol "PRAH".

We are an "emerging growth company" as defined by the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings.

Investing in our common stock involves risks. See "Risk Factors" beginning on page 19 to read about factors you should consider before purchasing our common stock.

Neither the Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

	PER SHARE	TOTAL

Public Offering Price	$	$
Underwriting Discounts and Commissions ⁽¹⁾
Proceeds to PRA Health Sciences, Inc., before expenses
Proceeds to Selling Stockholder, before expenses

(1): We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See "Underwriting."

Delivery of the shares of common stock is expected to be made on or about , 2014. The selling stockholder identified elsewhere in this prospectus has granted the underwriters an option for a period of 30 days to purchase up to an additional shares of common stock to cover over-allotments. If the underwriters exercise the option in full, the total underwriting discounts and commissions payable by the selling stockholder will be $ and the total proceeds to the selling stockholder, before expenses will be $ .

Joint Book-Running Managers


Jefferies	Citigroup	KKR	UBS Investment Bank
Credit Suisse			Wells Fargo Securities

Co-Managers


Baird		William Blair

The date of this prospectus is , 2014.

Table of Contents

Table of Contents

		Page

Prospectus Summary			1
Risk Factors			19
Special Note Regarding Forward Looking Statements			43
Use of Proceeds			44
Dividend Policy			45
Capitalization			46
Dilution			48
Unaudited Pro Forma Consolidated Financial Statements			50
Selected Historical Consolidated Financial Data of PRA			55
Management's Discussion and Analysis of Financial Condition and Results of Operations			60
Selected Historical Financial Data of RPS			94
Business			97
Management			113
Executive and Director Compensation			117
Certain Relationships and Related Person Transactions			137
Principal and Selling Stockholders			141
Description of Capital Stock			143
Shares Eligible for Future Sale			151
Material United States Federal Income and Estate Tax Consequences to Non-U.S. Holders			154
Underwriting			157
Conflicts of Interest			165
Legal Matters			165
Experts			165
Where You Can Find More Information			166
Index to Consolidated Financial Statements			F-1

Neither we, the selling stockholder nor the underwriters have authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our common stock means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy the shares of common stock in any circumstances under which the offer or solicitation is unlawful.

INDUSTRY AND OTHER DATA

In addition to the industry, market and competitive position data referenced throughout this prospectus from our own internal estimates and research, some market data and other statistical information used throughout this prospectus are based in part upon information provided by independent research and advisory firms, none of which have been commissioned by us, but for which we have paid a subscription fee. Third-party industry publications, studies and surveys generally state that they have been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such

information. We are responsible for all of the disclosure in this prospectus and while we believe that each of the publications, studies and surveys used throughout this prospectus are prepared by reputable sources, neither we nor the underwriters have independently verified market and industry data from third-party sources. While we believe our internal company research and estimates are reliable, such research and estimates have not been verified by any independent source. In addition, assumptions and estimates of our and our industry's future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors." These and other factors could cause our future performance to differ materially from our assumptions and estimates. See "Special Note Regarding Forward Looking Statements."

GLOSSARY

" Phase I ". Phase I trials are typically conducted in healthy individuals or, on occasion, in patients, and typically involve 20 to 80 subjects and typically range from a few months to several years. These trials are designed to establish the basic safety, dose tolerance, absorption, metabolism, distribution and excretion of the clinical product candidate, the side effects associated with increasing doses, and if possible, early evidence of effectiveness. If the trial establishes the basic safety and metabolism of the clinical product candidate, Phase II trials are generally initiated.

" Phase II ". Phase II trials are conducted in a limited population of patients with the disease or condition that the clinical product candidate is intended to treat. These trials typically test a few hundred patients and last on average 12 to 18 months. Phase II trials are typically designed to identify possible adverse effects and safety risks, to preliminarily evaluate the efficacy of the clinical product candidate for specific targeted diseases or conditions, and to determine dose tolerance, optimal dosage and dosing schedule. Phase II trials are sometimes divided into two phases: Phase IIa trials typically evaluate the dose response of the clinical product candidate and Phase IIb trials typically evaluate the efficacy of the clinical product candidate at the prescribed doses. If the Phase II trials indicate that the clinical product candidate may be safe and effective, Phase III trials are generally initiated.

" Phase III ". Phase III trials evaluate the clinical product candidate in significantly larger and more diverse patient populations than Phase I and II trials and are conducted at multiple, geographically dispersed sites. On average, this phase lasts from one to three years. Depending on the size and complexity, Phase III CRO contracts can exceed $10 million in some cases and may include multiple sequential trials. During this phase, the clinical product candidate's overall benefit/risk ratio and the basis for product approval are established. If the clinical product candidate successfully completes Phase III, then the sponsor may submit a New Drug Application, or NDA, for approval by the FDA or a similar marketing authorization application for approval by non-U.S. regulatory agencies.

" Phase IV ". Phase IV or "post-approval" trials are intended to monitor the drug's long-term risks and benefits, to analyze different dosage levels, to evaluate different safety and efficacy parameters in target populations or to substantiate marketing claims. Phase IV trials typically enroll thousands of patients and last from six months to several years. The FDA may require Phase IV testing and surveillance programs to monitor the effect of approved drugs which have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of post-marketing programs.

PRA® and our logo are two of our trademarks that are used in this prospectus. This prospectus also includes trademarks, tradenames and service marks that are the property of third parties. Trademarks, tradenames and service marks referred to in this prospectus may or may not appear with the ® and ™ symbols, but those references (or the lack thereof) are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable trademark law, our rights or that the applicable owner will not assert its rights to any such trademarks, tradenames and service marks.

Table of Contents

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common stock. You should read this entire prospectus carefully, including the matters discussed under the captions "Risk Factors," "Unaudited Pro Forma Consolidated Financial Statements" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes thereto appearing at the end of this prospectus, before making an investment decision.

As used in this prospectus, unless the context otherwise requires, references to "PRA Health Sciences," "PRA," "the Company," "our company," "we," "us," and "our" refer to PRA Health Sciences, Inc. and its consolidated subsidiaries.

Overview

We are one of the world's leading global contract research organizations, or CROs, by revenue, providing outsourced clinical development services to the biotechnology and pharmaceutical industries. We believe we are one of a select group of CROs with the expertise and capability to conduct clinical trials across all major therapeutic areas on a global basis. We have therapeutic expertise in areas that are among the largest in pharmaceutical development, including oncology, central nervous system, inflammation and infectious diseases. We believe we provide our clients with one of the most flexible clinical development service offerings, which includes both traditional, project-based Phase I through Phase IV services as well as embedded and functional outsourcing services. We believe we further differentiate ourselves from our competitors through our investments in medical informatics and clinical technologies designed to enhance efficiencies, improve study predictability and provide better transparency for our clients throughout their clinical development processes.

We are one of the largest CROs in the world by revenue, focused on executing clinical trials on a global basis. Our global clinical development platform includes more than 75 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East and more than 10,000 employees worldwide. Since 2000, we have performed approximately 2,300 clinical trials worldwide. We have worked on more than 100 marketed drugs across several therapeutic areas and conducted the pivotal or supportive trials that led to U.S. Food and Drug Administration, or FDA, or international regulatory approval of more than 45 drugs. We are focused on further expansion into high growth, emerging markets, which is demonstrated by the formation of our 2012 joint venture with WuXi AppTec (Shanghai) Co. Ltd., or WuXi, a CRO managing clinical trials in Asia, and our 2013 acquisition of ClinStar, LLC, or ClinStar, a CRO managing clinical research trials in Eastern Europe.

We believe we are a leader in the transformation of the CRO engagement model via our flexible clinical development service offerings, which include embedded and functional outsourcing services in addition to traditional, project-based clinical trial services. In September 2013, we completed the acquisition of ReSearch Pharmaceutical Services, or RPS, a global CRO providing clinical development services primarily to large pharmaceutical companies, which provides a highly complementary fit with our historical focus on biotechnology and small- to mid-sized pharmaceutical companies. RPS, now known as our Strategic Solutions offerings, provides Embedded Solutions™ and functional outsourcing services in which our teams are fully integrated within the client's internal clinical development operations and are responsible for managing functions across the entire breadth of the client's drug development pipeline. We believe that our Strategic Solutions offerings represent an innovative alternative to the traditional, project-based approach and allow our clients to maintain greater control over their clinical development processes. Our flexible clinical development service offerings expand our addressable market beyond the traditional outsourced clinical development market to include the clinical development spending that biopharmaceutical companies historically have retained in-house.

Table of Contents

Over the past 30 years, we have developed strong client relationships and have performed services for more than 300 biotechnology and pharmaceutical clients. In the first six months of 2014, we derived 20% of our service revenue from small- to mid-sized pharmaceutical companies, 26% of our service revenue from large biotechnology companies and 14% of our service revenue from emerging biotechnology companies. We believe that we have built a reputation as a strategic partner of choice for biotechnology and small- to mid-sized pharmaceutical companies as a result of our competitively differentiated platform and our long-term track record of serving these companies. We expect to benefit from growth in clinical development investment from these customers given the favorable capital raising environment in recent years. Our acquisition of RPS significantly expanded our relationships with large pharmaceutical companies, which represented 40% of our service revenue for the six months ended June 30, 2014 and include all of the top 20 largest pharmaceutical companies. We believe we are well positioned to broaden our relationships and pursue strategic alliances with these large pharmaceutical companies due to our global presence, broad therapeutic expertise and flexible clinical development service offerings.

Our Industry

Industry Standard Research, or ISR, a market research firm, estimated in its "2014 CRO Market Size Projections" report that the size of the worldwide CRO market was approximately $22 billion in 2013 and will grow at an 8% compound annual growth rate, or CAGR, to $32 billion over the next five years. This growth will be driven by an increase in the amount of research and development, or R&D, expenditures and higher levels of clinical development outsourcing by biopharmaceutical companies.

Increased R&D spending

ISR estimates that R&D expenditures by biopharmaceutical companies was approximately $240 billion in 2013 and will grow at more than 2% per year over the next five years. Of this amount, approximately $99 billion was spent on development, including $70 billion on Phase I through IV clinical development. Growth drivers of R&D spending among biopharmaceutical companies include the need to replenish approximately $84 billion in lost revenues since 2012 resulting from the patent expirations of a large number of high-profile drugs and a robust capital raising environment among biotechnology companies in which over $18 billion has been raised in the first six months of 2014.

Higher outsourcing penetration

ISR estimates that approximately 31% of Phase I through IV clinical development spend is outsourced to CROs, and that the level of penetration is expected to increase to approximately 43% by 2018. We believe this increase in outsourcing penetration is due to several factors, including the need to maximize R&D productivity, the increasing burden of clinical trial complexity, the desire to pursue simultaneous registration in multiple countries and strong growth in Phase II through Phase IV trials.

•: Maximizing Productivity and Reducing Cost — Productivity within the biopharmaceutical industry has declined over the past several years, while the cost of developing new drugs has increased significantly. We believe that the need for biopharmaceutical companies to maximize productivity and lower costs will cause them to look to CROs as partners that can improve efficiency and clinical success rates, and increase flexibility and speed across their clinical operations.
•: Increasing Clinical Trial Complexity — Over the last decade, the burden of clinical trial complexity has been increasingly difficult to manage due to requirements from regulatory authorities worldwide for greater amounts of clinical trial and safety data to support the approval of new drugs, and requirements for adherence to increasingly complex and diverse regulations and guidelines. To balance the conflicting demands of a growing market with the need to control R&D expenses, biopharmaceutical companies engage CROs to provide services designed to generate high quality and timely data in support of regulatory approvals of new drugs or the reformulations of existing drugs as well as support of post-approval regulatory requirements.

Table of Contents

•: Simultaneous Multi-Country Registration — Given their desire to maximize efficiency and global market penetration to achieve higher potential returns on their R&D expenditures, biopharmaceutical companies are increasingly pursuing simultaneous, rather than sequential, regulatory new drug submissions and approvals in multiple countries. However, most biotechnology and small- to mid-sized pharmaceutical companies do not possess the capability or capacity to simultaneously conduct large-scale clinical trials in more than one country.
•: Growth in Phase II through Phase IV Trials — Biopharmaceutical companies are also devoting an increasing amount of resources to Phase II through IV trials. Complex late-stage trials, especially those in which sponsors seek to recruit patients with specific conditions on a global basis, are ideally suited for outsourcing to the select group of global CROs with expertise to execute these studies and access to industry leading investigators and trial sites globally. We believe the increase in the quantity and complexity of clinical trials exceeds the capacity and expertise of many biopharmaceutical companies, and is causing them to increasingly seek outsourced solutions.

Our Competitive Strengths

Global CRO platform

We are one of the largest CROs in the world by revenue, focused on executing clinical trials on a global basis. We are dedicated to the seamless execution of integrated clinical trials on multiple continents concurrently. We believe our global presence and scale are important differentiators as biopharmaceutical companies are increasingly focused on greater patient access for increasingly complex clinical trials and gaining regulatory approval for new products in multiple jurisdictions simultaneously.

Broad and flexible service offering

Therapeutic expertise in large segments of drug development

Innovative approach to clinical trials using medical informatics

We are committed to being an industry leader in developing global, scalable and sustainable solutions for our clients. We have invested in and acquired large databases of aggregated patient medical data, which we refer to as medical informatics, to better understand patient distribution and location. Our medical informatics suite includes physician, hospital and pharmacy databases that cover more than 280 million patient lives and approximately 10 billion patient and pharmacy claims in the United States. We believe our proprietary analysis and application of this data are key differentiators and allow us to identify more productive investigative sites and speed up overall patient enrollment, thereby decreasing drug development timelines.

Attractive and diversified client base

Table of Contents

Innovative management team

We are led by a dedicated and experienced executive management team that has an average of 20 years of experience across the global clinical research, pharmaceutical and life sciences industries. This team has been responsible for building our global platform, developing our advanced IT-enabled infrastructure and realizing our significant growth in revenue and earnings over the past five years. In addition, this team has been responsible for successfully integrating the RPS, CRI Lifetree and ClinStar acquisitions, as well as structuring and successfully executing our WuXi joint venture.

Our Growth Strategy

Leverage our strong market position within the biotechnology and small- to mid-sized pharmaceutical market

We believe our long-term track record serving biotechnology and small- to mid-sized pharmaceutical companies has resulted in our earning a reputation as a strategic partner of choice for these companies. We intend to leverage our strong relationships with biotechnology and small- to mid-sized pharmaceutical companies to capture additional business from these companies. In particular we believe the CRO strategic alliances that have become prevalent with large pharmaceutical companies over the past several years will increasingly be utilized by biotechnology and small- to mid-sized pharmaceutical companies. We believe we are well positioned to take advantage of these opportunities.

Build deeper and broader relationships with large pharmaceutical companies

Large pharmaceutical companies have increasingly focused on partnering with multinational CROs that offer a wide array of global therapeutic and service capabilities. Our acquisition of RPS significantly increased the depth of our relationships with large pharmaceutical companies. We intend to expand these relationships beyond the Embedded Solutions provided through our Strategic Solutions offerings to include additional traditional, project-based clinical trial services.

Expand our leading therapeutic expertise in existing and new areas

Continue to realize financial synergies and strategic benefits from recent acquisitions

We believe we will continue to realize financial synergies and strategic benefits from the acquisitions we have completed over the past two years, resulting in additional revenue growth and margin improvements. We have substantially completed the operational integration of these acquisitions, and are in the process of executing our strategy to eliminate redundancies in corporate and overhead functions and achieve cost efficiencies resulting from the scale of the combined business. We are also in the early stages of benefitting from revenue opportunities gained by cross-selling our full set of services to our existing and new customers.

Pursue selective and complementary acquisition strategy

We are a selectively acquisitive company focused on growing our core service offerings, therapeutic capabilities and geographic reach into areas of high market growth. We have acquired 16 companies since 1997 and have established programs to help us identify acquisition targets and integrate them successfully. Our acquisition strategy is driven by our comprehensive commitment to serve client needs and we are continuously assessing the market for potential opportunities.

Table of Contents

Risk Factors

Our business is subject to numerous risks, including the following:

•: Most of our contracts may be terminated on short notice, and we may be unable to maintain large client contracts or to enter into new contracts.
•: The historical conversion rate of our backlog to service revenue may not be indicative of our future conversion rate.
•: The market for our services may not grow as we expect.
•: We may underprice our fixed-fee contracts or overrun our cost estimates.
•: We may be unable to maintain our IT systems or effectively update them.
•: Client concentration or concentration in therapeutic classes in which we conduct clinical trials could harm our business.
•: Our business is subject to risks associated with international operations, including economic, political and other risks, such as compliance with a myriad of non-U.S. laws and regulations, complications from conducting clinical trials in multiple countries simultaneously and changes in exchange rates.
•: We may be unable to successfully develop and market new services or enter new markets.
•: We may be unable to effectively integrate our acquisitions or manage our growth.
•: Our failure to perform services in accordance with contractual requirements, government regulations and ethical considerations may subject us to significant costs or liability, which could also damage our reputation and cause us to lose existing business or not receive new business.
•: Our services are related to treatment of human patients, and we could face liability if a patient is harmed.
•: We had approximately $1,258.3 million of total indebtedness as of June 30, 2014, of which $883.3 million is variable rate secured debt with a weighted average interest rate of 4.5%, and may incur further indebtedness.
•: Our current majority stockholder will retain significant influence over us and key decisions about our business following the offering that could limit other stockholders' ability to influence the outcome of matters submitted to stockholders for a vote.
•: Upon the listing of our shares on the NASDAQ Global Select Market, we intend to be a "controlled company" within the meaning of the NASDAQ rules. As a result, our stockholders will not have certain corporate governance protections concerning the independence of our board that would otherwise apply to us.

These and other risks are more fully described in the section entitled "Risk Factors" beginning on page 14. We urge you to carefully consider all the information presented in "Risk Factors" and elsewhere in this prospectus before purchasing our common stock.

Affiliates of Kohlberg Kravis Roberts & Co. L.P., or KKR, a private equity firm, beneficially own in excess of 10% of our issued and outstanding common stock. Because KKR Capital Markets LLC is an Underwriter in this offering and its affiliates own in excess of 10% of our issued and outstanding common stock, KKR Capital Markets LLC is deemed to have a "conflict of interest" under Rule 5121, or Rule 5121, of the Financial Industry Regulatory Authority, Inc., or FINRA. Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the member primarily responsible for managing the public offering does not have a conflict of interest, is not an affiliate of any member that has a conflict of interest and meets the requirements of paragraph (f)(12)(E) of Rule 5121. See "Conflicts of Interest."

Our History and Corporate Information

PRA Health Sciences, Inc. was incorporated in Delaware in June 2013 under the name Pinnacle Holdco Parent, Inc. On December 19, 2013, Pinnacle Holdco Parent, Inc. changed its name to PRA Global Holdings, Inc. and on July 10, 2014, PRA Global Holdings, Inc. changed its name to PRA Health

Table of Contents

Sciences, Inc. Our wholly-owned subsidiary, PRA Holdings, Inc., or PRA Holdings, was incorporated in Delaware in July 2007 and its predecessors date back to 1982. Our qualified and experienced clinical and scientific staff has been delivering clinical drug development services to our clients for more than 30 years and our service offerings now encompass the spectrum of the clinical drug development process.

On February 28, 2013, PRA Holdings acquired ClinStar, LLC, or ClinStar, a CRO and logistics provider organized in the United States with operations in Eastern Europe, for $45.0 million in cash and contingent consideration in the form of a potential earn-out payment of up to $5.0 million.

On September 23, 2013, affiliates of KKR acquired PRA Holdings for $1.4 billion pursuant to a plan of merger among Pinnacle Holdco Parent, Inc. (now known as PRA Health Sciences, Inc.), Pinnacle Merger Sub, Inc., or merger sub, and Genstar Capital Partners V, L.P, or Genstar, or the PRA Acquisition. Also on September 23, 2013, we acquired RPS Parent Holding Corp., a global CRO, for $274.3 million, or the RPS Acquisition. In this prospectus, we refer to the PRA Acquisition, RPS Acquisition, related debt financing transactions and the extinguishment of PRA's and RPS's existing debt as the KKR Transaction.

On December 2, 2013, we acquired CRI Holding Company, LLC, or CRI Lifetree, a specialized, early stage CRO, for $77.1 million in cash.

We are now a subsidiary of KKR PRA Investors L.P., a Delaware limited partnership controlled by KKR, or KKR PRA Investors. Following the completion of this offering, KKR PRA Investors will beneficially own approximately % of our outstanding common stock (or approximately % if the underwriters exercise their option to purchase additional shares in full). KKR PRA Investors is the selling stockholder in this offering.

Our principal executive offices are located at 4130 ParkLake Avenue, Suite 400, Raleigh, North Carolina 27612 and our telephone number is (919) 786-8200. Our website address is www.prahs.com. The information contained in, or accessible through, our website does not constitute part of this prospectus.

RECENT DEVELOPMENTS

The data presented below reflects our preliminary estimated financial results based upon information available to us as of the date of this prospectus, is not a comprehensive statement of our financial results for the three months or the nine months ended September 30, 2014 and has not been audited or reviewed by our independent registered public accounting firm. Our actual results may differ materially from this preliminary data. During the course of the preparation of our financial statements and related notes, additional adjustments to the preliminary financial information presented below may be identified. Any such adjustments may be material. Our financial results for the period from January 1, 2013 through September 22, 2013, for the period from July 1, 2013 through September 22, 2013 and for the period from September 23, 2013 through September 30, 2013 have been reviewed by our independent registered public accounting firm.

The following table sets forth our actual service revenue, EBITDA and Adjusted EBITDA (including a reconciliation to the comparable U.S. GAAP measure of income (loss) from operations) for the period from January 1, 2013 through September 22, 2013, for the period from September 23, 2013 through September 30, 2013, for the period from July 1, 2013 through September 22, 2013 and for the period from September 23, 2013 through September 30, 2013. Additionally, the table sets forth our estimated service revenue, income (loss) from operations, EBITDA and Adjusted EBITDA (including a reconciliation to income (loss) from operations) for the three months ended September 30, 2014 and the nine months

Table of Contents

ended September 30, 2014. For a further description of EBITDA and Adjusted EBITDA, see "—Summary Historical and Pro Forma Financial Data."

	Predecessor			Successor						Predecessor			Successor

(in millions)	July 1, 2013- September 22, 2013 (Actual)			September 23, 2013- September 30, 2013 (Actual)			Three Months Ended September 30, 2014 (Estimated)			January 1, 2013- September 22, 2013 (Actual)			September 23, 2013- September 30, 2013 (Actual)			Nine Months Ended September 30, 2014 (Estimated)
Service revenue	$	162.6		$	25.6		$	320.0		$	508.5		$	25.6		$	942.8
Income (loss) from operations		(36.4	)		(27.3	)		17.1			(11.3	)		(27.3	)		45.3
Depreciation and amortization		8.2			3.4			23.8			25.1			3.4			73.0
Loss on modification or extinguishment of debt		(20.0	)		(5.6	)		—			(21.7	)		(5.6	)		(1.4	)
Foreign currency transaction (loss) gain, net		(7.9	)		0.5			10.2			(3.6	)		0.5			1.1
Other (expense), net		(0.2	)		(0.1	)		—			(0.5	)		(0.1	)		(0.2	)
Equity in losses of unconsolidated joint venture		(0.4	)		—			(0.5	)		(0.6	)		—			(1.0	)

EBITDA		(56.7	)		(29.1	)		50.6			(12.6	)		(29.1	)		116.8
Management fees (a)		0.5			—			0.5			1.5			—			1.6
Stock based compensation expense (b)		8.9			—			1.0			24.6			—			2.8
Loss on disposal of fixed assets (c)		—			—			—			0.2			—			—
Loss on modification or extinguishment of debt (d)		20.0			5.6			—			21.7			5.6			1.4
Foreign currency transaction loss (gains), net (e)		7.9			(0.5	)		(10.2	)		3.6			(0.5	)		(1.1	)
Other expense (income), net (f)		0.2			0.1			—			0.5			0.1			0.2
Equity in losses of unconsolidated joint venture		0.4			—			0.5			0.6			—			1.0
Transaction and acquisition-related costs (g)		48.2			27.2			3.9			51.4			27.2			6.1
Severance and restructuring charges (h)		0.3			—			0.1			0.3			—			2.0
Non-cash rent adjustment (i)		—			—			0.5			—			—			1.3
Other one-time charges (j)		—			—			0.1			0.2			—			0.1

Adjusted EBITDA	$	29.7		$	3.3		$	47.0		$	92.0		$	3.3		$	132.2

Other Operating Metrics
Backlog	$	1,406.9		$	1,465.6		$	2,099.8		$	1,406.9		$	1,465.6		$	2,099.8
Net new business awards	$	79.4		$	110.4		$	375.0		$	462.0		$	110.4		$	1,098.2

(a): We have historically paid management fees to affiliates of our investors. These fees will terminate upon completion of this offering. See "Certain Relationships and Related Person Transactions—Arrangements with KKR—Monitoring Agreement" in this prospectus for further discussion on the termination of the agreement.
(b): Stock-based compensation expense represents the amount of non-cash expense related to the company's equity compensation programs. This amount also includes incremental stock-based compensation expense of $17.9 million for the period from January 1, 2013 through September 22, 2013, recorded in connection with the February 2013 modifications of equity awards. During December 2012 and February 2013, the Predecessor Company paid dividends to all shareholders and made related payments to holders of vested service-based options. The decision to provide cash payments to option holders to prevent the shareholder dividend from being dilutive to such option holders represented a modification of the options. In addition, the period from January 1, 2013 through September 22, 2013 includes $5.7 million related to the acceleration of expense associated with the KKR Transaction.
(c): Loss on disposal of fixed assets represents the costs incurred in connection with the sale or disposition of fixed assets, primarily IT equipment and furniture and fixtures. We exclude these losses from Adjusted EBITDA because they result from investing decisions rather than from decisions made related to our ongoing operations.
(d): Loss on modification or extinguishment of long-term debt relates to costs incurred in connection with changes to our long-term debt of $21.7 million for the period from January 1, 2013 through September 22, 2013, $5.6 million for the period from September 23, 2013 through September 30, 2013, $20.0 million for the period from July 1, 2013 through September 22, 2013, and $1.4 million for the nine

Table of Contents

months ended September 30, 2014. There was no loss on modification or extinguishment of long-term debt for the three months ended September 30, 2014. We exclude these losses from Adjusted EBITDA because they result from financing decisions rather than from decisions made related to our ongoing operations.

(e): Foreign currency transaction loss (gain), net primarily relates to gains or losses that arise in connection with the revaluation of short-term intercompany balances between our domestic and international subsidiaries. In addition, this amount includes gains or losses from foreign currency transactions, such as those resulting from the settlement of third-party accounts receivable and payables denominated in a currency other than the local currency of the entity making the payment. We exclude these gains and losses from Adjusted EBITDA because they result from financing decisions rather than from decisions made related to our ongoing operations and because fluctuations from period-to-period do not necessarily correspond to changes in our operating results.
(f): Other (income) expense, net represents income and expense that are non-operating and expenses whose fluctuation from period-to-period do not necessarily correspond to changes in our operating results.
(g): Transaction and acquisition-related costs primarily relate to costs incurred in connection with due diligence performed in connection with contemplated acquisitions and the closing of the KKR Transaction, the CRI Lifetree Acquisition and the ClinStar Acquisition; and the integration of ClinStar, RPS and CRI LifeTree acquisitions. The integration costs primarily consist of professional fees, rebranding costs, the elimination of redundant facilities and any other costs incurred directly related to the integration of these acquisitions. In addition, transaction and acquisition-related costs include costs incurred by PRA related to its 2013 withdrawn IPO.
(h): Severance and restructuring charges represent amounts incurred in connection with the elimination of redundant positions within the organization, including positions eliminated in connection with the KKR Transaction and the acquisitions of ClinStar, RPS and CRI Lifetree.
(i): The Company has escalating leases that require the amortization of rent expense on a straight-line basis over the life of the lease. The non-cash rent adjustment represents the difference between rent expense recorded in the Company's consolidated statement of operations and the amount of cash actually paid.
(j): Represents charges incurred that are not considered part of our core operating results.

Discussion of Estimated Third Quarter 2014 Service Revenue and Operating Income (Loss)

Estimated Service Revenue

Service revenue is estimated to be $320.0 million during the three months ended September 30, 2014 ("Successor Third Quarter 2014") and was $162.6 million during the Predecessor period from July 1, 2013 to September 22, 2013 ("Predecessor Third Quarter") and $25.6 million during the Successor period from September 23, 2013 to September 30, 2013 ("Successor Third Quarter 2013"). Service revenue in the Successor Third Quarter 2014 benefited from an increase in billable hours and was offset in part by a decrease in the effective rate of the hours billed on our studies. The increase in billable hours is related to an increase in net new business awards, which was driven by higher demand for our services and which increased the number of studies we have in our backlog. The decrease in our effective rate is attributable to contract pricing terms on our current mix of active studies and the mix of clients for which we are providing services. In addition, during 2013 we acquired ClinStar, RPS and CRI Lifetree, which resulted in approximately $110.4 million of incremental revenue during the Successor Third Quarter 2014.

Estimated Direct Costs

Direct costs are estimated to be $215.7 million during the Successor Third Quarter of 2014 and were $97.9 million during the Predecessor Third Quarter 2013 and $17.7 million during the Successor Third Quarter 2013. Direct costs increased as a percentage of service revenue due to an increase in salaries and benefits as we continue to hire billable staff to support our current projects and our growing portfolio of studies. In addition, a portion of the increase in salaries and benefits relates to the acquisition of RPS, which typically requires higher staffing levels and which operates at a lower margin than we have historically experienced.

Estimated Selling, General and Administrative Expenses

Selling, general and administrative expenses are estimated to be $63.4 million during the Successor Third Quarter 2014 and were $46.2 million during the Predecessor Third Quarter 2013 and $4.6 million during the Successor Third Quarter 2013. Selling, general and administrative expenses decreased as a percentage of service revenue due to a decrease in salaries and benefits as we realize synergies from our acquisitions, as well as our continued leverage of our selling and administrative functions.

Estimated Transaction-related Costs

There were no estimated transaction-related costs in the Successor Third Quarter 2014 and there were $46.7 million of transaction-related costs during the Predecessor Third Quarter 2013 and $27.2 million

Table of Contents

during the Successor Third Quarter 2013. The costs incurred in the Predecessor Third Quarter 2013 and the Successor Third Quarter 2013 were attributable to the KKR Transaction and the acquisition of RPS.

Estimated Depreciation and Amortization Expense

Depreciation and amortization expense is estimated to be $23.8 million during the Successor Third Quarter of 2014 and was $8.2 million during the Predecessor Third Quarter 2013 and $3.4 million during the Successor Third Quarter 2013. Depreciation and amortization expense increased as a percentage of service revenue due to the Merger and the RPS, ClinStar and CRI Lifetree acquisitions.

Discussion of Estimated Nine Months Ended September 30, 2014 Service Revenue and Operating Income (Loss)

Estimated Service Revenue

Service revenue is estimated to be $942.8 million during the nine months ended September 30, 2014 ("Successor YTD Period") and was $508.5 million during the Predecessor period from January 1, 2013 to September 22, 2013 ("Predecessor YTD Period") and $25.6 million during the Successor Third Quarter 2013. Service revenue in the Successor YTD Period benefited from an increase in billable hours and was offset in part by a decrease in the effective rate of the hours billed on our studies. The increase in billable hours is related to an increase in net new business awards, which was driven by higher demand for our services and which increased the number of studies we have in our backlog. The decrease in our effective rate is attributable to contract pricing terms on our current mix of active studies and the mix of clients for which we are providing services. In addition, during 2013 we acquired ClinStar, RPS and CRI Lifetree, which resulted in $349.5 million of incremental revenue during the Successor YTD Period.

Estimated Direct Costs

Direct costs are estimated to be $644.3 million during the Successor YTD Period and were $304.1 million during the Predecessor YTD Period and $17.7 million during the Successor Third Quarter 2013. Direct costs increased as a percentage of service revenue due to an increase in salaries and benefits as we continue to hire billable staff to support our current projects and our growing portfolio of studies. In addition, a portion of the increase in salaries and benefits relates to the acquisition of RPS, which typically requires higher staffing levels and which operates at a lower margin than we have historically experienced.

Estimated Selling, General and Administrative Expenses

Selling, general and administrative expenses are estimated to be $180.2 million during the Successor YTD Period and were $142.9 million during the Predecessor YTD Period and $4.6 million during the Successor Third Quarter 2013. Selling, general and administrative expenses decreased as a percentage of service revenue due to a decrease in salaries and benefits as we realize synergies from our acquisitions, as well as our continued leverage of our selling and administrative functions.

Estimated Transaction-related Costs

There were no estimated transaction-related costs during the Successor YTD Period and were $47.5 million during the Predecessor YTD Period and $27.2 million during the Successor Third Quarter 2013. The costs incurred in the Predecessor YTD Period and the Successor Third Quarter 2013 were attributable to the KKR Transaction and the acquisitions of RPS and ClinStar.

Estimated Depreciation and Amortization Expense

Depreciation and amortization expense is estimated to be $73.0 million during the Successor YTD Period and was $25.1 million during the Predecessor YTD Period and $3.4 million during the Successor Third Quarter 2013. Depreciation and amortization expense increased as a percentage of service revenue due to the Merger and the RPS, ClinStar and CRI Lifetree acquisitions.

Table of Contents

OWNERSHIP AND ORGANIZATIONAL STRUCTURE

The following diagram illustrates our organizational structure after giving effect to the consummation of this offering and the repayment with proceeds of this offering of a portion of our Senior Notes and our Senior Secured Revolving Credit Facility as described under "Use of Proceeds," assuming (i) an initial public offering price of $ per share, the midpoint of the initial public offering range indicated on the cover of this prospectus, and (ii) no exercise by the underwriters of their over-allotment option.

(1): Our Senior Secured Credit Facilities consist of a $125.0 million revolving credit facility with a five-year maturity, or the Senior Secured Revolving Credit Facility, and a term loan facility with a seven-year maturity, or the Senior Secured Term Loan Facility. As of June 30, 2014, we had no borrowings outstanding under the Senior Secured Revolving Credit Facility (excluding $2.5 million of outstanding letters of credit) and the aggregate outstanding principal amount of the Senior Secured Term Loan Facility was $883.3 million. See "Management's Discussion and Analysis of Financial Condition and Results from Operations — Liquidity and Capital Resources — Senior Secured Credit Facilities." We intend to use approximately $ million of the net proceeds of this offering to repay outstanding borrowings under the Senior Secured Term Loan Facility, plus accrued and unpaid interest. See "Use of Proceeds."
(2): As of June 30, 2014, we had $375.0 million principal amount of 9.5% senior notes due 2023, or the Senior Notes, outstanding. See "Management's Discussion and Analysis of Financial Condition and Results from Operations — Liquidity and Capital Resources — Senior Notes." We intend to use a portion of the proceeds of this offering to redeem $150.0 million aggregate principal amount of our Senior Notes for an amount equal to 109.5% of their face value, plus accrued and unpaid interest to, but not including, the redemption date. See "Use of Proceeds."

Table of Contents

IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY

As a company with less than $1.0 billion in gross revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, enacted in April 2012. An "emerging growth company" may take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

•: being permitted to present only two years of audited financial statements and only two years of related results of operations in the Management's Discussion and Analysis of Financial Condition and Results of Operations section in this prospectus;
•: not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act of 2002, or the Sarbanes Oxley Act;
•: reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and
•: exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended, or the Securities Act, which such fifth anniversary will occur in 2019. However, if specified events occur prior to the end of such five-year period, including if we become a "large accelerated filer," our annual gross revenues exceed $1.0 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have elected to take advantage of some of the reduced disclosure obligations listed above in this prospectus, and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

Table of Contents

THE OFFERING


Common stock offered by us		shares
Common stock offered by the selling stockholder		shares
Total shares offered		shares
Option to purchase additional shares		The selling stockholder has granted the underwriters a 30-day option from the date of this prospectus to purchase up to additional shares of common stock at the initial public offering price, less underwriting discounts and commissions.
Common stock to be outstanding after this offering		shares
Use of proceeds		We estimate that our net proceeds from the sale of the common stock that we are offering will be approximately $ million, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the proceeds of this offering to redeem $150.0 million aggregate principal amount of our Senior Notes for an amount equal to 109.5% of their face value, plus accrued and unpaid interest to, but not including, the redemption date, to repay approximately $ million of borrowings under the Senior Secured Term Loan Facility and for general corporate purposes. We will not receive any proceeds from the sale of shares by the selling stockholder. See "Use of Proceeds" for more information.
Directed share program		At our request, the underwriters have reserved up to shares of common stock, or approximately % of the shares being offered by us pursuant to this prospectus, for sale at the initial public offering price to our directors, officers and employees and certain other persons associated with us, as designated by us. The number of shares available for sale to the general public will be reduced to the extent that these individuals purchase all or a portion of the reserved shares. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same basis as the other shares offered by this prospectus. For further information regarding our directed share program, please see "Underwriting."
Proposed NASDAQ Global Select Market symbol		"PRAH"

Table of Contents


Risk factors		See "Risk Factors" beginning on page 14 of this prospectus for a discussion of factors you should carefully consider before deciding to invest in our common stock.

The number of shares of our common stock to be outstanding after this offering is based on the number of shares of our common stock outstanding as of September 23, 2014 and excludes:

•: 7,069,441 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2014 at a weighted average exercise price of $9.44 per share under our equity incentive plans; and
•: an additional 3,200,000 shares of common stock reserved as of September 30, 2014 for future issuance under the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan.

Unless otherwise indicated, all information in this prospectus:

•: assumes the filing of our amended restated certificate of incorporation and the adoption of our amended and restated by-laws immediately prior to the closing of this offering;
•: assumes an initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus;
•: gives effect to our 2.34539-to-one reverse split of our common stock, which occurred on September 29, 2014; and
•: assumes no exercise by the underwriters of their over-allotment option.

Table of Contents

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL DATA

The following tables set forth, for the periods and at the dates indicated, our summary historical and pro forma consolidated financial data.

We have derived the summary consolidated financial data for the year ended December 31, 2012, for the period from January 1 through September 22, 2013 and for the period from September 23 through December 31, 2013 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the summary historical consolidated financial data as of June 30, 2014 and for each of the six month periods ended June 30, 2013 and 2014 from our unaudited consolidated financial statements appearing elsewhere in this prospectus, which have been prepared on the same basis as our audited consolidated financial statements. In the opinion of our management, such unaudited financial data contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of such unaudited consolidated financial data.

We have derived the summary unaudited pro forma consolidated financial data for the year ended December 31, 2013 from our unaudited pro forma consolidated financial statements appearing elsewhere in this prospectus. See "Unaudited Pro Forma Consolidated Financial Statements."

The pro forma financial data for the year ended December 31, 2013 gives effect to the following transactions as if they had occurred on January 1, 2013:

•: the ClinStar Acquisition on February 28, 2013;
•: the acquisition of PRA by KKR on September 23, 2013;
•: the acquisition of RPS by PRA on September 23, 2013; and
•: our acquisition of CRI Lifetree on December 2, 2013 and the modification of our Senior Secured Term Loan Facility in connection therewith, or the CRI Lifetree Acquisition.

We refer to the foregoing collectively as the Transactions.

The summary unaudited pro forma consolidated financial data is for informational purposes only and does not purport to represent what our results of operations would have been if the Transactions had occurred as of those dates or what those results will be for future periods. We cannot assure you that the assumptions used by our management, which they believe are reasonable, for preparation of the summary unaudited pro forma consolidated financial data will prove to be correct.

The accompanying consolidated statements of operations, cash flows and stockholder's equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the KKR Transaction and the period succeeding the KKR Transaction, respectively. The Company refers to the operations of PRA Health Sciences, Inc. and subsidiaries for both the Predecessor and Successor periods.

Historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. You should read the following data together with the more detailed information contained in "Unaudited Pro Forma Consolidated Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

Table of Contents

	Historical															Pro Forma

	Predecessor						Successor			Predecessor			Successor
	December 31, 2012			January 1, 2013 – September 22, 2013			September 23, 2013 – December 31, 2013			Six Months Ended June 30, 2013			Six Months Ended June 30, 2014			Year Ended December 31, 2013
*(In thousands, except per share data)*
Consolidated statement of operations data:
Revenue:
Service revenue	$	597,072		$	508,539		$	324,362		$	345,971		$	622,774		$	1,198,292
Reimbursement revenue		102,664			103,531			54,854			67,881			89,511			191,869


Total revenue		699,736			612,070			379,216			413,852			712,285			1,390,161
Operating expenses:
Direct costs		358,572			304,102			222,776			206,253			428,529			815,405
Reimbursable out-of-pocket costs		102,664			103,531			54,854			67,881			89,511			191,869
Selling, general and administrative		160,643			142,880			69,730			97,504			116,849			270,703
Transaction-related costs		—			47,486			29,180			—			—			—
Depreciation and amortization		30,687			25,144			25,333			16,910			49,236			99,459
Loss on disposal of fixed assets		1,560			225			—			225			—			226


Income (loss) from operations		45,610			(11,298	)		(22,657	)		25,079			28,160			12,499
Interest expense, net		(32,823	)		(32,719	)		(23,703	)		(22,069	)		(42,584	)		(86,136	)
Loss on modification or extinguishment of long-term debt		(9,683	)		(21,678	)		(7,211	)		(1,641	)		(1,384	)		(1,641	)
Foreign currency transaction (losses) gains, net		(7,841	)		(3,641	)		(4,117	)		4,259			(9,099	)		(7,926	)
Other income (expense), net		183			(530	)		1,180			(295	)		(175	)		174


(Loss) income before income taxes and equity in losses of unconsolidated joint ventures		(4,554	)		(69,866	)		(56,508	)		5,333			(25,082	)		(83,030	)
(Benefit from) provision for income taxes		(1,847	)		(22,079	)		(17,186	)		654			(11,519	)		(22,041	)


(Loss) income before equity in losses of unconsolidated joint ventures		(2,707	)		(47,787	)		(39,322	)		4,679			(13,563	)		(60,989	)
Equity in losses of unconsolidated joint ventures, net of tax		—			(603	)		(621	)		(208	)		(534	)		(1,245	)


Net (loss) income	$	(2,707	)	$	(48,390	)	$	(39,943	)	$	4,471		$	(14,097	)	$	(62,234	)




Net (loss) income per share (1) :
Basic	$	(0.07	)	$	(1.22	)	$	(1.02	)	$	0.11		$	(0.35	)	$	(1.55	)
Diluted		(0.07	)		(1.22	)		(1.02	)		0.11			(0.35	)		(1.55	)
Cash dividends declared per common share	$	2.31		$	2.83			—		$	2.83			—
Weighted average common shares outstanding:
Basic		39,641			39,643			39,337			39,641			40,268			40,268
Diluted		39,641			39,643			39,337			40,597			40,268			40,268
Cash flow data:
Net cash provided by (used in) operating activities	$	99,259		$	49,208		$	(23,939	)	$	33,365		$	(3,260	)
Net cash (used in) provided by investing activities		(18,058	)		(60,179	)		(1,018,959	)		(56,269	)		3,188
Net cash (used in) provided by financing activities		(42,157	)		(37,267	)		1,115,041			(37,280	)		(14,417	)

Table of Contents

	Historical												Pro Forma

	Predecessor					Successor			Predecessor		Successor
	Year Ended December 31, 2012		January 1, 2013 – September 22, 2013			September 23, 2013 – December 31, 2013			Six Months Ended June 30, 2013		Six Months Ended June 30, 2014		Year Ended December 31, 2013
*(In thousands, except per share data)*
Other financial data:
EBITDA (2)	$	58,956	$	(12,606	)	$	(8,093	)	$	44,104	$	66,204	$	101,320
Adjusted EBITDA (2)		96,183		91,985			38,590			62,309		85,194		152,516
Adjusted net income (2)		31,898		24,301			1,119			21,667		22,604		19,524
Adjusted net income per diluted share (1)	$	0.78	$	0.59		$	0.02		$	0.53	$	0.56	$	0.49
Backlog (at period end) (3)		1,382,826		—			1,939,666			1,444,210		2,044,832
Net new business (4)		653,529		462,046			312,298			386,340		723,246

	As of June 30, 2014

	(unaudited) (In thousands)
Consolidated balance sheet data:
Cash and cash equivalents	$	57,646
Accounts receivable and unbilled services, net		339,956
Working capital		(3,700	)
Total assets		2,363,462
Total long-term debt, net		1,242,276
Total liabilities		1,901,401
Total stockholders' equity		462,061
Total liabilities and stockholders' equity		2,363,462

(1)

Because of the KKR Transaction, our capital structure for periods before and after the KKR Transaction are not comparable and therefore we are adjusting the number of shares to reflect the stock split only for the successor periods and the related pro forma data.

(2)

We report our financial results in accordance with GAAP. To supplement this information, we also use the following non-GAAP financial measures in this prospectus: "EBITDA," "Adjusted EBITDA" and "Adjusted net income" (including diluted adjusted net income per share) which should not be considered as alternatives to (loss) income from operations, net (loss) income, net (loss) income per share, or any other performance measures derived in accordance with GAAP.

Management believes that these measures are more indicative of our operating results as they exclude certain items whose fluctuation from period-to-period do not necessarily correspond to changes in the operating results of our business. As a result, management and our board of directors regularly use EBITDA and Adjusted EBITDA as a tool in evaluating our operating and financial performance and in establishing discretionary annual bonuses. Adjusted EBITDA is also the basis for covenant compliance EBITDA, which is used in certain covenants in the credit agreement governing our Senior Secured Credit Facilities and the indenture governing the Senior Notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Executive and Director Compensation — Narrative to Summary Compensation Table and Outstanding Equity Awards at December 31, 2013 — Bonuses." In addition, management believes that EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) facilitate comparisons of our operating results with those of other companies by backing out of GAAP net income items relating to variations in capital structures (affecting interest expense), taxation, and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. We believe that EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) are frequently used by securities analysts, investors, and other interested parties in the evaluation of issuers, many of which also present EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) when reporting their results in an effort to facilitate an understanding of their operating results.

These non-GAAP financial measures have limitations as analytical tools, and you should not consider these measures in isolation, or as a substitute for analysis of our results as reported under GAAP. Additionally, because not all companies use identical calculations, these presentations of EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) may not be comparable to similarly titled measures of other companies.

EBITDA represents net (loss) income before interest, taxes, depreciation and amortization. Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) represent EBITDA and net income (including diluted net income per share), respectively, adjusted to exclude management fees, stock-based compensation expense, loss on disposal of fixed assets, loss on modification or extinguishment of debt, foreign currency transaction losses and gains, other (expense) income, equity in losses of unconsolidated joint ventures, transaction and acquisition related costs, relocation costs, severance costs and restructuring charges, non-cash rent adjustments and other one-time charges. Adjusted net income is also adjusted to exclude amortization of intangible assets and amortization of deferred financing costs. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net (loss) income or other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as measures of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:

•: EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;
•: EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;
•: EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;
•: EBITDA and Adjusted EBITDA do not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;

Table of Contents

•: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and
•: other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.

Because of these limitations, EBITDA and Adjusted EBITDA should not be considered as discretionary cash available to us to reinvest in the growth of our business or as a measure of cash that will be available to us to meet our obligations.

Set forth below are the reconciliations of EBITDA and Adjusted EBITDA to net loss and Adjusted net income to net loss.

	Historical															Pro Forma

	Predecessor						Successor			Predecessor			Successor
	Year Ended December 31, 2012			January 1, 2013 — September 22, 2013			September 23, 2013 — December 31, 2013			Six Months Ended June 30, 2013			Six Months Ended June 30, 2014			Year Ended December 31, 2013
*(In thousands)*
Net (loss) income	$	(2,707	)	$	(48,390	)	$	(39,943	)	$	4,471		$	(14,097	)	$	(62,234	)
Depreciation and amortization		30,687			25,144			25,333			16,910			49,236			99,459
Interest expense, net		32,823			32,719			23,703			22,069			42,584			86,136
(Benefit from) provision for income taxes		(1,847	)		(22,079	)		(17,186	)		654			(11,519	)		(22,041	)


EBITDA		58,956			(12,606	)		(8,093	)		44,104			66,204			101,320
Management fees (a)		2,000			1,467			560			1,000			1,050			2,027
Stock-based compensation expense (b)		11,610			24,609			132			15,682			1,760			18,232
Loss on disposal of fixed assets (c)		1,560			225			—			225			—			226
Loss on modification or extinguishment of debt (d)		9,683			21,678			7,211			1,641			1,384			1,641
Foreign currency transaction loss (gain), net (e)		7,841			3,641			4,117			(4,259	)		9,099			7,926
Other (income) expense, net (f)		(183	)		530			(1,180	)		295			175			(174	)
Equity in losses of unconsolidated joint ventures		—			603			621			208			534			1,245
Transaction and acquisition related costs (g)		448			51,409			32,049			3,239			2,171			12,337
Relocation costs (h)		1,265			(18	)		—			(18	)		—			(18	)
Severance and restructuring charges (i)		2,412			235			2,353			—			1,988			6,722
Non-cash rent adjustment (j)		—			—			500			—			801			500
Other one-time charges (k)		591			212			320			192			28			532


Adjusted EBITDA	$	96,183		$	91,985		$	38,590		$	62,309		$	85,194		$	152,516




Net (loss) income	$	(2,707	)	$	(48,390	)	$	(39,943	)		4,471			(14,097	)	$	(62,234	)
Amortization of intangible assets		15,647			13,250			19,174			8,789			38,431			77,011
Amortization of deferred financing costs		4,324			1,916			1,608			1,294			2,893			6,117
Management fees (a)		2,000			1,467			560			1,000			1,050			2,027
Stock-based compensation expense (b)		11,610			24,609			132			15,682			1,760			18,232
Loss on disposal of fixed assets (c)		1,560			225			—			225			—			226
Loss on extinguishment of long-term debt (d)		9,683			21,678			7,211			1,641			1,384			1,641
Foreign currency transaction loss (gain), net (e)		7,841			3,641			4,117			(4,259	)		9,099			7,926
Other (income) expense, net (f)		(183	)		530			(1,180	)		295			175			(174	)
Equity in losses of unconsolidated joint ventures		—			603			621			208			534			1,245
Transaction and acquisition related costs (g)		448			51,409			32,049			3,239			2,171			12,337
Relocation costs (h)		1,265			(18	)		—			(18	)		—			(18	)
Severance and restructuring charges (i)		2,412			235			2,353			—			1,988			6,722
Non-cash rent adjustment (j)		—			—			500			—			801			500
Other one-time charges (k)		591			212			320			192			28			532


Total Adjustments		57,198			119,757			67,465			28,288			60,314			134,324
Tax effect of total adjustments (l)		22,593			47,066			26,403			11,092			23,613			52,566


Adjusted net income	$	31,898		$	24,301		$	1,119		$	21,667		$	22,604		$	19,524

(a): We have historically paid management fees to affiliates of our investors. These fees will terminate upon completion of this offering. See "Certain Relationships and Related Person Transactions—Arrangements with KKR—Monitoring Agreement" for further discussion on the termination of the agreement.

Table of Contents

(b): Stock-based compensation expense represents the amount of non-cash expense related to the company's equity compensation programs. This amount also includes incremental stock-based compensation expense of $10.6 million, $17.9 million and $15.0 million for the year ended December 31, 2012, the period from January 1, 2013 to September 22, 2013 and the six months ended June 30, 2013, respectively, recorded in connection with the December 2012 and February 2013 modifications of equity awards. During December 2012 and February 2013, the Predecessor Company paid dividends to all shareholders and made related payments to holders of vested service-based options. The decision to provide cash payments to option holders to prevent the shareholder dividend from being dilutive to such option holders represented a modification of the options. In addition, the period from January 1, 2013 to September 22, 2013 includes $5.7 million related to the acceleration of expense associated with the KKR Transaction.
(c): Loss on disposal of fixed assets represents the costs incurred in connection with the sale or disposition of fixed assets, primarily IT equipment and furniture and fixtures. We exclude these losses from Adjusted EBITDA and Adjusted net income because they result from investing decisions rather than from decisions made related to our ongoing operations.
(d): Loss on modification or extinguishment of long-term debt relates to costs incurred in connection with changes to our long-term debt of $9.7 million for the year ended December 31, 2012, $21.7 million for the period from January 1, 2013 to September 22, 2013, $7.2 million for the period from September 23, 2013 through December 31, 2013, and $1.4 million for the six months ended June 30, 2014. We exclude these losses from Adjusted EBITDA and Adjusted net income because they result from financing decisions rather than from decisions made related to our ongoing operations.
(e): Foreign currency transaction loss (gain), net primarily relates to gains or losses that arise in connection with the revaluation of short-term inter-company balances between our domestic and international subsidiaries. In addition, this amount includes gains or losses from foreign currency transactions, such as those resulting from the settlement of third-party accounts receivable and payables denominated in a currency other than the local currency of the entity making the payment. We exclude these gains and losses from Adjusted EBITDA and Adjusted net income because they result from financing decisions rather than from decisions made related to our ongoing operations and because fluctuations from period-to-period do not necessarily correspond to changes in our operating results.
(f): Other (income) expense, net represents income and expense that are non-operating and expenses whose fluctuation from period-to-period do not necessarily correspond to changes in our operating results.
(g): Transaction and acquisition related costs primarily relate to costs incurred in connection with due diligence performed in connection with contemplated acquisitions; the closing of the KKR Transaction, the CRI Lifetree Acquisition and the ClinStar Acquisition; and the integration of ClinStar, RPS and CRI Lifetree acquisitions. The integration costs primarily consist of professional fees, rebranding costs, the elimination of redundant facilities and any other costs incurred directly related to the integration of these acquisitions. In addition, transaction and acquisition related costs include costs incurred by PRA that are related to its 2013 withdrawn IPO.
(h): Relocation costs represent charges incurred in connection with the relocation of certain of its employees, including those employees relocated in connection with the KKR Transaction and the acquisitions of ClinStar, RPS and CRI Lifetree.
(i): Severance and restructuring charges represent amounts incurred in connection with the elimination of redundant positions within the organization, including positions eliminated in connection with the KKR Transaction and the acquisitions of ClinStar, RPS and CRI Lifetree.
(j): The Company has escalating leases that require the amortization of rent expense on a straight-line basis over the life of the lease. The non-cash rent adjustment represents the difference between rent expense recorded in the Company's consolidated statement of operations and the amount of cash actually paid.
(k): Represents charges incurred that are not considered part of our core operating results.
(l): Represents the tax effect of the total adjustments at our estimated statutory rate of 39.5%.

(3): Our backlog consists of anticipated service revenue from new business awards that either have not started or are but have not been completed. Backlog varies from period to period depending upon new business awards and contract increases, cancellations and the amount of service revenue recognized under existing contracts.
(4): For our Strategic Solutions offering, the value of new business awards is the anticipated service revenue to be recognized in the corresponding quarter of the next fiscal year. For the remainder of our business, net new business is the value of services awarded during the period from projects under signed contracts, letters of intent and, in some cases, pre-contract commitments that are supported by written communications, adjusted for contracts that were modified or canceled during the period. For the fiscal years 2012 and 2013, net new business excludes the RPS Acquisition.

Table of Contents

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below together with the other information included in this prospectus, including our consolidated financial statements and related notes included elsewhere in this prospectus, before deciding to purchase our common stock. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects. In this event, the market price of our common stock could decline, and you could lose part or all of your investment.

Risks Relating to Our Business

The potential loss, delay or non-renewal of our contracts, or the non-payment by our clients for services that we have performed, could adversely affect our results.

We routinely experience termination, cancellation and non-renewals of contracts by our clients in the ordinary course of business, and the number of cancellations can vary significantly from year to year.

Most of our clients for traditional, project-based clinical trial services can terminate our contracts without cause upon 30 to 60 days' notice. For example, our cancellation percentage for traditional, project-based Phase I through IV trials was 21% for the six months ended June 30, 2014 and 22% for the year ended December 31, 2013. Our traditional, project-based clients may delay, terminate or reduce the scope of our contracts for a variety of reasons beyond our control, including but not limited to:

•: decisions to forego or terminate a particular clinical trial;
•: lack of available financing, budgetary limits or changing priorities;
•: actions by regulatory authorities;
•: production problems resulting in shortages of the drug being tested;
•: failure of the drug being tested to satisfy safety requirements or efficacy criteria;
•: unexpected or undesired clinical results;
•: insufficient patient enrollment in a trial;
•: insufficient investigator recruitment;
•: decisions to downsize product development portfolios;
•: dissatisfaction with our performance, including the quality of data provided and our ability to meet agreed upon schedules;
•: shift of business to another CRO or internal resources;
•: product withdrawal following market launch; or
•: shut down of our clients' manufacturing facilities.

In addition, our clients for our Strategic Solutions offerings may elect not to renew our contracts for a variety of reasons beyond our control, including in the event that we are unable to provide staff sufficient in number or experience as required for a project.

In the event of termination, our contracts often provide for fees for winding down the study, but these fees may not be sufficient for us to maintain our profit margins, and termination or non-renewal may result in lower resource utilization rates, including with respect to personnel who we are not able to place on another client engagement.

Clinical trials can be costly and a material portion of our revenue is derived from emerging biotechnology and small to mid-sized pharmaceutical companies, which may have limited access to capital. In addition, we provide services to such companies before they pay us for some of our services. There is a risk that we may initiate a clinical trial for a client, and the client subsequently becomes unwilling or unable to fund the completion of the trial. In such a situation, notwithstanding the client's ability or willingness to pay for or

Table of Contents

otherwise facilitate the completion of the trial, we may be legally or ethically bound to complete or wind down the trial at our own expense.

Because the contracts included in our backlog are generally terminable without cause, we do not believe that our backlog as of any date is necessarily a meaningful predictor of future results. In addition, we may not realize the full benefits of our backlog of contractually committed services if our clients cancel, delay or reduce their commitments under our contracts with them. Thus, the loss or delay of a large contract or the loss or delay of multiple contracts could adversely affect our service revenue and profitability. In addition, the terminability of our contracts puts increased pressure on our quality control efforts, since not only can our contracts be terminated by clients as a result of poor performance, but any such termination may also affect our ability to obtain future contracts from the client involved and others. We believe the risk of loss or delay of multiple contracts is even greater in those cases where we are party to broader partnering arrangements with global biopharmaceutical companies.

We bear financial risk if we underprice our fixed-fee contracts or overrun cost estimates, and our financial results can also be adversely affected by failure to receive approval for change orders or delays in documenting change orders.

Most of our traditional, project-based Phase I through IV contracts are fixed-fee contracts. We bear the financial risk if we initially underprice our contracts or otherwise overrun our cost estimates. In addition, contracts with our clients are subject to change orders, which we commonly experience and which occur when the scope of work we perform needs to be modified from that originally contemplated by our contract with the client. Modifications can occur, for example, when there is a change in a key trial assumption or parameter, a significant change in timing or a change in staffing needs. Furthermore, if we are not successful in converting out-of-scope work into change orders under our current contracts, we bear the cost of the additional work. Such underpricing, significant cost overruns or delay in documentation of change orders could have a material adverse effect on our business, results of operations, financial condition or cash flows.

Our backlog may not convert to service revenue at the historical conversion rate.

Backlog represents anticipated service revenue from contracted new business awards for traditional, project-based clinical trial services that either have not started or are in process but have not been completed and was $2.0 billion at June 30, 2014. Our revenue conversion rate is based on a financial and operational analysis performed by our project management teams and represents the level of effort expected to be expended at a specific point in time. Our backlog at December 31, 2013 and 2012 was $1.9 billion and $1.4 billion, respectively. Once work begins on a project, revenue is recognized over the duration of the project. Projects may be terminated or delayed by the client or delayed by regulatory authorities for reasons beyond our control. To the extent projects are delayed, the timing of our revenue could be affected. In the event that a client cancels a contract, we typically would be entitled to receive payment for all services performed up to the cancellation date and subsequent client authorized services related to terminating the canceled project. Typically, however, we have no contractual right to the full amount of the revenue reflected in our backlog in the event of a contract cancellation. The duration of the projects included in our backlog, and the related revenue recognition, range from a few months to many years. Our backlog may not be indicative of our future results, and we may not realize all the anticipated future revenue reflected in our backlog. A number of factors may affect the realization of our revenue from backlog, including:

•: the size, complexity and duration of the projects;
•: the cancellation or delay of projects; and
•: change in the scope of work during the course of a project.

Fluctuations in our reported backlog levels also result from the fact that we may receive a small number of relatively large orders in any given reporting period that may be included in our backlog. Because of these

Table of Contents

large orders, our backlog in that reporting period may reach levels that may not be sustained in subsequent reporting periods.

As we increasingly compete for and enter into large contracts that are more global in nature, there can be no assurance about the rate at which our backlog will convert into revenue. A decrease in this conversion rate would mean that the rate of revenue recognized on contracts may be slower than what we have experienced in the past, which could impact our service revenue and results of operations on a quarterly and annual basis. The revenue recognition on larger, more global projects could be slower than on smaller, less global projects for a variety of reasons, including but not limited to, an extended period of negotiation between the time the project is awarded to us and the actual execution of the contract, as well as an increased timeframe for obtaining the necessary regulatory approvals. Additionally, delayed projects will remain in backlog and will not generate revenue at the rate originally expected. Thus, the relationship of backlog to realized revenues is indirect and may vary over time.

Our operating margins and profitability will be adversely affected if we are unable to either achieve efficiencies in our operating expenses or grow revenues at a rate faster than expenses.

We operate in a highly competitive environment and experience competitive pricing pressure. To achieve our operating margins over the last three years, we have implemented initiatives to control the rate of growth of our operating expenses. We will continue to utilize these initiatives in the future with a view to offsetting these pricing pressures; however, we cannot be certain that we will be able to achieve the efficiency gains necessary to maintain or grow our operating margins or that the magnitude of our growth in service revenue will be faster than the growth in our operating costs. If we are unable to grow our service revenue at a faster rate than our operating costs, our operating margins will be adversely affected. Our initiatives and any future cost initiatives may also adversely affect us, as they may decrease employee morale or make it more difficult for us to meet operational requirements.

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

The recruitment of investigators and patients for clinical trials is essential to our business. Patients typically include people from the communities in which the clinical trials are conducted. Our clinical development business could be adversely affected if we are unable to attract suitable and willing investigators or patients for clinical trials on a consistent basis. For example, if we are unable to engage investigators to conduct clinical trials as planned or enroll sufficient patients in clinical trials, we may need to expend additional funds to obtain access to resources or else be compelled to delay or modify the clinical trial plans, which may result in additional costs to us. These considerations might result in our being unable to successfully achieve our projected development timelines, or potentially even lead us to consider the termination of ongoing clinical trials or development of a product.

Our embedded and functional outsourcing solutions could subject us to significant employment liability.

With our embedded and functional outsourcing services, we place employees at the physical workplaces of our clients. The risks of this activity include claims of errors and omissions, misuse or misappropriation of client proprietary information, theft of client property and torts or other claims under employment liability, co-employment liability or joint employment liability. We have policies and guidelines in place to reduce our exposure to such risks, but if we fail to follow these policies and guidelines we may suffer reputational damage, loss of client relationships and business, and monetary damages.

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

Our success substantially depends on the collective performance, contributions and expertise of our senior management team and other key personnel including qualified management, professional, scientific and

Table of Contents

technical operating staff and qualified sales representatives for our contract sales services. There is significant competition for qualified personnel in the biopharmaceutical services industry, particularly those with higher educational degrees, such as a medical degree, a Ph.D or an equivalent degree. The departure of any key executive, the payment of increased compensation to attract and retain qualified personnel, or our inability to continue to identify, attract and retain qualified personnel or replace any departed personnel in a timely fashion, may impact our ability to grow our business and compete effectively in our industry and may negatively affect our ability to meet financial and operational goals.

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

Our effective income tax rate is influenced by our projected profitability in the various taxing jurisdictions in which we operate. The global nature of our business increases our tax risks. In addition, as a result of increased funding needs by governments resulting from fiscal stimulus measures, revenue authorities in many of the jurisdictions in which we operate are known to have become more active in their tax collection activities. Changes in the distribution of profits and losses among taxing jurisdictions may have a significant impact on our effective income tax rate, which in turn could have an adverse effect on our net income and earnings per share. The application of tax laws in various taxing jurisdictions, including the United States, is subject to interpretation, and tax authorities in various jurisdictions may have diverging and sometimes conflicting interpretations of the application of tax laws. Changes in tax laws or tax rulings, such as tax reform proposals currently under consideration in the United States or other tax jurisdictions in which we operate, could materially impact our effective tax rate.

Factors that may affect our effective income tax rate include, but are not limited to:

•: the requirement to exclude from our quarterly worldwide effective income tax calculations losses in jurisdictions where no income tax benefit can be recognized;
•: actual and projected full year pre-tax income, including differences between actual and anticipated income before taxes in various jurisdictions;
•: changes in tax laws, or in the interpretation or application of tax laws, in various taxing jurisdictions;
•: audits or other challenges by taxing authorities; and
•: the establishment of valuation allowances against a portion or all of certain deferred income tax assets if we determined that it is more likely than not that future income tax benefits will not be realized.

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

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

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

•: disruption, impairment or failure of data centers, telecommunications facilities or other key infrastructure platforms;
•: security breaches of, cyberattacks on and other failures or malfunctions in our critical application systems or their associated hardware; and
•: excessive costs, excessive delays or other deficiencies in systems development and deployment.

Table of Contents

The materialization of any of these risks may impede the processing of data, the delivery of databases and services, and the day-to-day management of our business and could result in the corruption, loss or unauthorized disclosure of proprietary, confidential or other data. While we have disaster recovery plans in place, they might not adequately protect us in the event of a system failure. Despite any precautions we take, damage from fire, floods, hurricanes, power loss, telecommunications failures, computer viruses, information system security breaches and similar events at our various computer facilities could result in interruptions in the flow of data to our servers and from our servers to our clients. Corruption or loss of data may result in the need to repeat a trial at no cost to the client, but at significant cost to us, or result in the termination of a contract or damage to our reputation. Additionally, significant delays in system enhancements or inadequate performance of new or upgraded systems once completed could damage our reputation and harm our business. Finally, long-term disruptions in the infrastructure caused by events such as natural disasters, the outbreak of war, the escalation of hostilities and acts of terrorism, particularly involving cities in which we have offices, could adversely affect our business. Although we carry property and business interruption insurance, our coverage might not be adequate to compensate us for all losses that may occur.

Unauthorized disclosure of sensitive or confidential data, whether through system failure or employee negligence, fraud or misappropriation, could damage our reputation and cause us to lose clients. Similarly, unauthorized access to or through our information systems or those we develop for our clients, whether by our employees or third parties, including a cyberattack by computer programmers and hackers who may develop and deploy viruses, worms or other malicious software programs could result in negative publicity, significant remediation costs, legal liability and damage to our reputation and could have a material adverse effect on our results of operations. In addition, our liability insurance might not be sufficient in type or amount to adequately cover us against claims related to security breaches, cyberattacks and other related breaches.

Upgrading the information systems that support our operating processes and evolving the technology platform for our services pose risks to our business.

Continued efficient operation of our business requires that we implement standardized global business processes and evolve our information systems to enable this implementation. We have continued to undertake significant programs to optimize business processes with respect to our services. Our inability to effectively manage the implementation and adapt to new processes designed into these new or upgraded systems in a timely and cost-effective manner may result in disruption to our business and negatively affect our operations.

We have entered into agreements with certain vendors to provide systems development and integration services that develop or license to us the IT platform for programs to optimize our business processes. If such vendors fail to perform as required or if there are substantial delays in developing, implementing and updating the IT platform, our client delivery may be impaired, and we may have to make substantial further investments, internally or with third parties, to achieve our objectives. Additionally, our progress may be limited by parties with existing or claimed patents who seek to enjoin us from using preferred technology or seek license payments from us.

Meeting our objectives is dependent on a number of factors which may not take place as we anticipate, including obtaining adequate technology enabled services, creating IT-enabled services that our clients will find desirable and implementing our business model with respect to these services. Also, increased IT-related expenditures may negatively impact our profitability.

Our operations might be affected by the occurrence of a natural disaster or other catastrophic event.

We depend on our clients, investigators, laboratories and other facilities for the continued operation of our business. Although we have contingency plans in place for natural disasters or other catastrophic events,

Table of Contents

these events, including terrorist attacks, pandemic flu, hurricanes and ice storms, could nevertheless disrupt our operations or those of our clients, investigators and collaboration partners, which could also affect us. In particular, our headquarters are in Raleigh, North Carolina where hurricanes might occur. Even though we carry business interruption insurance policies and typically have provisions in our contracts that protect us in certain events, we might suffer losses as a result of business interruptions that exceed the coverage available under our insurance policies or for which we do not have coverage. Any natural disaster or catastrophic event affecting us or our clients, investigators or collaboration partners could have a significant negative impact on our operations and financial performance.

We may be adversely affected by client concentration or concentration in therapeutic classes in which we conduct clinical trials.

We derive the majority of our revenues from a limited number of large clients. In 2013 and 2012, we derived 30% and 33%, respectively, of our service revenue from our top five clients. In addition, almost 46% of our backlog, as of June 30, 2014, is concentrated among five clients. If any large client decreases or terminates its relationship with us, our business, results of operations or financial condition could be materially adversely affected.

Additionally, we conduct multiple clinical trials for different clients in single therapeutic classes, particularly in the areas of oncology and central nervous system. For example, clinical trials in oncology and central nervous system represented, 34% of our backlog as of June 30, 2014 and 35% of our backlog as of December 31, 2013, respectively. Conducting multiple clinical trials for different clients in a single therapeutic class involving drugs with the same or similar chemical action has in the past, and may in the future, adversely affect our business if some or all of the trials are canceled because of new scientific information or regulatory judgments that affect the drugs as a class or if industry consolidation results in the rationalization of drug development pipelines.

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

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

•: conducting a single trial across multiple countries is complex, and issues in one country, such as a failure to comply with local regulations or restrictions, may affect the progress of the trial in the other countries, for example, by limiting the amount of data necessary for a trial to proceed, resulting in delays or potential cancellation of contracts, which in turn may result in loss of revenue;
•: non-U.S. countries could enact legislation or impose regulations or other restrictions, including unfavorable labor regulations or tax policies, which could have an adverse effect on our ability to conduct business in or expatriate profits from those countries;
•: tax rates in certain non-U.S. countries may exceed those in the United States and non-U.S. earnings may be subject to withholding requirements or the imposition of tariffs, exchange controls or other restrictions, including restrictions on repatriation;
•: certain non-U.S. countries are expanding or may expand their regulatory framework with respect to patient informed consent, protection and compensation in clinical trials, which could delay or inhibit our ability to conduct trials in such jurisdictions or which could materially increase the risks associated with performing trials in such jurisdictions;
•: the regulatory or judicial authorities of non-U.S. countries may not enforce legal rights and recognize business procedures in a manner to which we are accustomed or would reasonably expect;
•: we may have difficulty complying with a variety of laws and regulations in non-U.S. countries, some of which may conflict with laws in the United States;

Table of Contents

•: changes in political and economic conditions may lead to changes in the business environment in which we operate, as well as changes in non-U.S. currency exchange rates;
•: clients in non-U.S. jurisdictions may have longer payment cycles, and it may be more difficult to collect receivables in non-U.S. jurisdictions; and
•: natural disasters, pandemics or international conflict, including terrorist acts, could interrupt our services, endanger our personnel or cause project delays or loss of trial materials or results.

These risks and uncertainties could negatively impact our ability to, among other things, perform large, global projects for our clients. Furthermore, our ability to deal with these issues could be affected by applicable U.S. laws and the need to protect our assets. In addition, we may be more susceptible to these risks as we enter and continue to target growth in emerging countries and regions, including India, China, Eastern Europe and Latin America, which may be subject to a relatively higher risk of political instability, economic volatility, crime, corruption and social and ethnic unrest, all of which are exacerbated in many cases by a lack of an independent and experienced judiciary and uncertainties in how local law is applied and enforced. The materialization of any such risks could have an adverse impact on our financial condition and results of operations.

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

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

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

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

Table of Contents

markets, we will be unable to implement this element of our growth strategy, and our future business, reputation, results of operations and financial condition could be adversely affected.

If we fail to perform our services in accordance with contractual requirements, government regulations and ethical considerations, we could be subject to significant costs or liability and our reputation could be adversely affected.

We contract with biotechnology and pharmaceutical companies to perform a wide range of services to assist them in bringing new drugs to market. Our services include monitoring clinical trials, data and laboratory analysis, electronic data capture, patient recruitment and other related services. Such services are complex and subject to contractual requirements, government regulations, and ethical considerations. For example, we are subject to regulation by the FDA and comparable non-U.S. regulatory authorities relating to our activities in conducting pre-clinical and clinical trials. The clinical trial process must be conducted in accordance with regulations promulgated by the FDA under the Federal Food, Drug and Cosmetic Act, which requires the drug to be tested and studied in certain ways. In the United States, before human clinical testing may begin, a manufacturer must file an investigational new drug application, or IND, with the FDA. Further, an independent institutional review board, or IRB, for each medical center proposing to participate in the clinical trial must review and approve the protocol for the clinical trial before the medical center's investigators participate. Once initiated, clinical trials must be conducted pursuant to and in accordance with the applicable IND, the requirements of the relevant IRBs, and Good Clinical Practice, or GCP, regulations. Similarly, before clinical trials begin, a drug is tested in pre-clinical studies that are expected to comply with Good Laboratory Practice requirements. We are also subject to regulation by the Drug Enforcement Administration, or DEA, which regulates the distribution, recordkeeping, handling, security, and disposal of controlled substances. If we fail to perform our services in accordance with these requirements, regulatory authorities may take action against us. Such actions may include injunctions or failure to grant marketing approval of products, imposition of clinical holds or delays, suspension or withdrawal of approvals, rejection of data collected in our studies, license revocation, product seizures or recalls, operational restrictions, civil or criminal penalties or prosecutions, damages or fines. Clients may also bring claims against us for breach of our contractual obligations and patients in the clinical trials and patients taking drugs approved on the basis of those trials may bring personal injury claims against us. Any such action could have a material adverse effect on our results of operations, financial condition and reputation.

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

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

•: non-compliance generally could result in the termination of ongoing clinical trials or the disqualification of data for submission to regulatory authorities;
•: compromise of data from a particular trial, such as failure to verify that adequate informed consent was obtained from patients, could require us to repeat the trial under the terms of our contract at no further cost to our client, but at a potentially substantial cost to us; and
•: breach of a contractual term could result in liability for damages or termination of the contract.

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

Table of Contents

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

If we fail to comply with federal, state, and non-U.S. healthcare laws, including fraud and abuse laws, we could face substantial penalties and our business, results of operations, financial condition and prospects could be adversely affected.

Even though we do not order healthcare services or bill directly to Medicare, Medicaid or other third party payors, certain federal and state healthcare laws and regulations pertaining to fraud and abuse are and will be applicable to our business. We could be subject to healthcare fraud and abuse laws of both the federal government and the states in which we conduct our business. Because of the breadth of these laws and the narrowness of available statutory and regulatory exceptions, it is possible that some of our business activities could be subject to challenge under one or more of such laws. If we or our operations are found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines, imprisonment and the curtailment or restructuring of our operations, any of which could materially adversely affect our ability to operate our business and our financial results.

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

Our business involves the testing of new drugs on patients in clinical trials. Our involvement in the clinical trial and development process creates a risk of liability for personal injury to or death of patients, particularly those with life-threatening illnesses, resulting from adverse reactions to the drugs administered during testing or after regulatory approval. For example, we may be sued in the future by individuals alleging personal injury due to their participation in clinical trials and seeking damages from us under a variety of legal theories. If we are required to pay damages or incur defense costs in connection with any personal injury claim that is outside the scope of indemnification agreements we have with our clients, if any indemnification agreement is not performed in accordance with its terms or if our liability exceeds the amount of any applicable indemnification limits or available insurance coverage, our financial condition, results of operations and reputation could be materially and adversely affected. We might also not be able to obtain adequate insurance or indemnification for these types of risks at reasonable rates in the future.

We also contract with physicians to serve as investigators in conducting clinical trials. Investigators are typically located at hospitals, clinics or other sites and supervise the administration of the investigational drug to patients during the course of a clinical trial. If the investigators commit errors or make omissions during a clinical trial that result in harm to trial patients or after a clinical trial to a patient using the drug after it has received regulatory approval, claims for personal injury or products liability damages may result. Additionally, if the investigators engage in fraudulent or negligent behavior, trial data may be compromised, which may require us to repeat the clinical trial or subject us to liability or regulatory action. We do not believe we are legally responsible for the medical care rendered by such third party investigators, and we would vigorously defend any claims brought against us. However, it is possible we could be found liable for claims with respect to the actions of third party investigators.

Table of Contents

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

We operate facilities where Phase I to IIa clinical trials are conducted, which ordinarily involve testing an investigational drug on a limited number of individuals to evaluate its safety, determine a safe dosage range and identify side effects. Failure to operate such a facility in accordance with applicable regulations could result in disruptions to our operations. Additionally, we face risks associated with adverse events resulting from the administration of such drugs and the professional malpractice of medical care providers. We also directly employ nurses and other trained employees who assist in implementing the testing involved in our clinical trials, such as drawing blood from subjects. Any professional malpractice or negligence by such investigators, nurses or other employees could potentially result in liability to us in the event of personal injury to or death of a subject in clinical trials. This liability, particularly if it were to exceed the limits of any indemnification agreements and insurance coverage we may have, may adversely affect our financial condition, results of operations and reputation.

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

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

We do not currently maintain key person life insurance policies on any of our employees. If any of our key employees were to join a competitor or to form a competing company, some of our clients might choose to use the services of that competitor or new company instead of our own. Furthermore, clients or other companies seeking to develop in-house capabilities may hire some of our senior management or key employees. We cannot assure you that a court would enforce the non-competition provisions in our employment agreements.

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

During 2013, approximately 22% of our service revenue was denominated in currencies other than the U.S. dollar, particularly the Euro and the Pound Sterling. Because a large portion of our service revenue and expenses are denominated in currencies other than the U.S. dollar and our financial statements are reported in U.S. dollars, changes in non-U.S. currency exchange rates could significantly affect our results of operations and financial condition.

The revenue and expenses of our non-U.S. operations are generally denominated in local currencies and translated into U.S. dollars for financial reporting purposes. Accordingly, exchange rate fluctuations will affect the translation of non-U.S. results into U.S. dollars for purposes of reporting our consolidated results.

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

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

Table of Contents

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

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

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

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

If we are unable to successfully integrate our recent acquisitions, manage our joint ventures and identify, acquire and integrate future acquisitions and joint ventures with our existing business, services and technologies, our business, results of operations and financial condition could be adversely impacted.

We have historically grown our business both organically and through acquisitions, and we anticipate that a portion of our future growth may come from acquiring existing businesses, services or technologies and entering into strategic alliances and joint ventures. The success of any acquisition will depend upon, among other things, our ability to effectively integrate acquired personnel, operations, products and technologies into our business, to obtain regulatory approvals, and to retain the key personnel and clients of our acquired businesses. Failure to successfully integrate any acquired business may result in reduced levels of revenue, earnings or operating efficiency than might have been achieved if we had not acquired such businesses. In addition, any future acquisitions could result in the incurrence of additional debt and related interest expense, contingent liabilities and amortization expenses related to intangible assets, which could have a material adverse effect on our business, financial condition, operating results and cash flow.

The success of any joint venture, including our joint venture with WuXi, will involve, among other things, learning about new markets and regulations, ensuring quality controls are adequate and not inadvertently creating competitors. In addition, we may be unable to identify suitable acquisition opportunities, properly evaluate the price of such acquisitions or obtain any necessary financing on commercially acceptable terms.

We may also spend time and money investigating and negotiating with potential acquisition targets and strategic alliance partners but not complete the transaction. Acquisitions involve other risks, including,

Table of Contents

among others, the assumption of additional liabilities and expenses, difficulties and expenses in connection with integrating the acquired companies and achieving the expected benefits, issuances of potentially dilutive securities or debt, loss of key employees of the acquired companies, transaction costs, diversion of management's attention from other business concerns and, with respect to the acquisition of non-U.S. companies, the inability to overcome differences in non-U.S. business practices, language and customs. Our failure to identify potential acquisitions, complete targeted acquisitions and integrate completed acquisitions or identify and manage strategic alliances or joint ventures could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to achieve the estimated future cost savings expected to be realized as a result of the RPS Acquisition, the CRI Acquisition or future acquisitions. Failure to achieve such estimated future cost savings could have an adverse effect on our financial condition and result of operations.

We may not be able to realize anticipated cost savings, revenue enhancements or other synergies from the RPS Acquisition, the CRI Acquisition or other future acquisitions, either in the amount or within the time frame that we expect. In addition, the costs of achieving these benefits may be higher than, and the timing may differ from, what we expect. Our ability to realize anticipated cost savings, revenue enhancements or other synergies may be affected by a number of factors, including, but not limited to, the following:

•: the use of more cash or other financial resources on integration and implementation activities than we expect;
•: increases in other expenses unrelated to the acquisition, which may offset the cost savings, revenue enhancements and other synergies from the acquisition;
•: our ability to eliminate duplicative back office overhead and redundant selling, general and administrative functions, obtain procurement-related savings, rationalize our distribution and warehousing networks, rationalize manufacturing capacity and shift production to more economical facilities; and
•: our ability to avoid labor disruptions in connection with any integration, particularly in connection with any headcount reduction.

Anticipated cost savings reflect estimates and assumptions made by our management as to the benefits and associated expenses and capital spending with respect to our cost savings initiatives, and it is possible that these estimates and assumptions may not ultimately reflect actual results. In addition, these estimated cost savings may not actually be achieved in the timeframe anticipated or at all.

If we fail to realize anticipated cost savings, revenue enhancements or other synergies, our financial results may be adversely affected, and we may not generate the cash flow from operations that we anticipate.

We have a significant amount of goodwill and intangible assets on our balance sheet, and our results of operations may be adversely affected if we fail to realize the full value of our goodwill and intangible assets.

Our balance sheet reflects goodwill and intangibles assets of $1.1 billion and $0.7 billion, respectively, as of June 30, 2014. Collectively, goodwill and intangibles assets represented 74% of our total assets as of June 30, 2014. In accordance with GAAP, goodwill and indefinite lived intangible assets are not amortized, but are subject to a periodic impairment evaluation. We assess the realizability of our indefinite lived intangible assets and goodwill annually and conduct an interim evaluation whenever events or changes in circumstances, such as operating losses or a significant decline in earnings associated with the acquired business or asset, indicate that these assets may be impaired. In addition, we review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. If indicators of impairment are present, we evaluate the carrying value in relation to estimates of future undiscounted cash flows. Our ability to realize the value of the goodwill and intangible assets will depend on the future cash flows of the businesses we have acquired, which in turn depend in part on how well we have integrated these businesses into our own business. The carrying

Table of Contents

amount of the goodwill could be impaired if there is a downturn in our business or our industry or other factors that affect the fair value of our business, in which case a charge to earnings would become necessary. If we are not able to realize the value of the goodwill and intangible assets, we may be required to incur material charges relating to the impairment of those assets. Such impairment charges could materially and adversely affect our operating results and financial condition.

Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.

Under Sections 382 and 383 of the U.S. Internal Revenue Code, if a corporation undergoes an "ownership change" (generally defined as a greater than 50 percentage point change, by value, in the aggregate stock ownership of certain stockholders over a three-year period), the corporation's ability to use its pre-change net operating loss carryforwards to offset its future taxable income and other pre-change tax attributes may be limited. We have experienced at least one ownership change in the past. We may experience additional ownership changes in the future (including in connection with this offering). In addition, future changes in our stock ownership (including future sales by KKR) could result in additional ownership changes. Any such ownership changes could limit our ability to use our net operating loss carryforwards to offset any future taxable income and other tax attributes. State and non-U.S. tax laws may also impose limitations on our ability to utilize net operating loss carryforwards and other tax attributes.

Our business could be harmed if we are unable to manage our growth effectively.

We believe that sustained growth places a strain on operational, human and financial resources. To manage our growth, we must continue to improve our operating and administrative systems and to attract and retain qualified management, professional, scientific and technical operating personnel. We believe that maintaining and enhancing both our systems and personnel at reasonable cost are instrumental to our success. We cannot assure you that we will be able to enhance our current technology or obtain new technology that will enable our systems to keep pace with developments and the sophisticated needs of our clients. The nature and pace of our growth introduces risks associated with quality control and client dissatisfaction due to delays in performance or other problems. In addition, non-U.S. operations involve the additional risks of assimilating differences in non-U.S. business practices, hiring and retaining qualified personnel and overcoming language barriers. Failure to manage growth effectively could have an adverse effect on our business.

Our operations involve the use and disposal of hazardous substances and waste which can give rise to liability that could adversely impact our financial condition.

We conduct activities that have involved, and may continue to involve, the controlled use of hazardous materials and the creation of hazardous substances, including medical waste and other highly regulated substances. Although we believe that our safety procedures for handling the disposal of such materials generally comply with the standards prescribed by non-U.S., state and federal laws and regulations, our operations nevertheless pose the risk of accidental contamination or injury caused by the release of these materials and/or the creation of hazardous substances, including medical waste and other highly regulated substances. In the event of such an accident, we could be held liable for damages and cleanup costs which, to the extent not covered by existing insurance or indemnification, could harm our business. In addition, other adverse effects could result from such liability, including reputational damage resulting in the loss of additional business from certain clients.

We rely on third parties for important products and services.

We depend on certain third parties to provide us with products and services critical to our business. Such services include, among others, suppliers of drugs for patients participating in trials, suppliers of kits for use in our laboratories, suppliers of reagents for use in our testing equipment and providers of maintenance services for our equipment. The failure of any of these third parties to adequately provide the required

Table of Contents

products or services, or to do so in compliance with applicable regulatory requirements, could have a material adverse effect on our business.

We have only a limited ability to protect our intellectual property rights, and these rights are important to our success.

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

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

Our business has experienced substantial expansion and contraction in the past and we might not properly manage any expansion or contraction in the future.

Rapid expansion or contraction, both of which we have experienced, could strain our operational, human and financial resources and facilities. If we fail to properly manage any changes, our expenses might grow more than revenue and our results of operations and financial condition might be negatively affected. In order to manage expansion or contraction, we must, among other things, do the following:

•: continue to improve our operating, administrative and information systems;
•: accurately predict our future personnel, resource and facility needs to meet our commitments;
•: track the progress of ongoing projects; and
•: attract and retain qualified management, sales, professional, scientific and technical operating personnel.

In addition, we have numerous business groups, subsidiaries and divisions. If we cannot properly manage these groups, subsidiaries or divisions, it will disrupt our operations. We also face additional risks in expanding our non-U.S. operations. Specifically, we might find it difficult to:

•: assimilate differences in non-U.S. business practices and regulations;
•: properly integrate systems and operating procedures;
•: hire and retain qualified personnel; and
•: overcome language and cultural barriers.

Table of Contents

Risks Relating to Our Industry

The biopharmaceutical services industry is fragmented and highly competitive.

The biopharmaceutical services industry is fragmented and highly competitive and if we do not compete successfully, our business will suffer. We often compete for business with other biopharmaceutical services companies, universities, niche providers and discovery and development departments within our clients, some of which are large biopharmaceutical services companies in their own right with greater resources than ours. As part of our business model, we have formed preferred vendor relationships. These relationships generally are not contractual and are subject to change at any time. As a result of these relationships, we may find reduced access to certain potential clients due to preferred vendor arrangements with other competitors. There are few barriers to entry for smaller specialized companies considering entering the industry. Because of their size and focus, these companies might compete effectively against larger companies like us, which could have a material adverse impact on our business. Additionally, the industry is highly fragmented, with numerous smaller specialized companies and a handful of full-service companies with global capabilities similar to ours. Increased competition has led to price and other forms of competition, such as acceptance of less favorable contract terms, that could adversely affect our operating results. As a result of competitive pressures, in recent years our industry has experienced consolidation. This trend is likely to produce more competition from the resulting larger companies for both clients and acquisition candidates.

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

We provide services to the biopharmaceutical industry and our revenues depend on the outsourcing trends and R&D expenditures in the industry. Economic factors and industry trends that affect biopharmaceutical companies affect our business. Biopharmaceutical companies continue to seek long-term strategic collaborations with global CROs with favorable pricing terms. Competition for these collaborations is intense and we may decide to forego an opportunity or we may not be selected, in which case a competitor may enter into the collaboration and our business with the client, if any, may be limited. In addition, if the biopharmaceutical industry reduces its outsourcing of clinical trials or such outsourcing fails to grow at projected rates, our operations and financial condition could be materially and adversely affected. We may also be negatively affected by consolidation and other factors in the biopharmaceutical industry, which may slow decision making by our clients or result in the delay or cancellation of clinical trials. All of these events could adversely affect our business, results of operations or financial condition.

Recent consolidation in the biopharmaceutical industry could lead to a reduction in our revenues.

Several large biopharmaceutical companies have recently completed mergers and acquisitions that will consolidate the outsourcing trends and R&D expenditures into fewer companies. As a result of the RPS Acquisition and the expansion of our relationship with large pharmaceutical companies, pharmaceutical companies have become an increasing portion of our customer base. The pharmaceutical industry is currently undergoing a period of increased merger activity. As a result of this and future consolidations, our client diversity may decrease and our business may be adversely affected.

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

Numerous government bodies are considering or have adopted various healthcare reforms and may undertake, or are in the process of undertaking, efforts to control growing healthcare costs through legislation, regulation and voluntary agreements with medical care providers and biopharmaceutical companies. By way of example, in March 2010, the the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act, or collectively, the Affordable Care Act, was signed into law, which, among other things, expanded, over time, health insurance coverage, imposed health industry cost containment measures, enhanced remedies against healthcare fraud and abuse, added new transparency requirements for healthcare and health insurance industries, imposed new taxes and fees on pharmaceutical and medical device manufacturers and imposed additional health policy reforms, any of

Table of Contents

which may significantly impact the biopharmaceutical industry, including many of our customers. We are uncertain as to the effects of these recent reforms on our business and are unable to predict what legislative proposals, if any, will be adopted in the future. If regulatory cost containment efforts limit the profitability of new drugs, our clients may reduce their R&D spending, which could reduce the business they outsource to us. Similarly, if regulatory requirements are relaxed or simplified drug approval procedures are adopted, the demand for our services could decrease.

Government bodies may also adopt healthcare legislation or regulations that are more burdensome than existing regulations. For example, product safety concerns and recommendations by the Drug Safety Oversight Board could change the regulatory environment for drug products, and new or heightened regulatory requirements may increase our expenses or limit our ability to offer some of our services. Additionally, new or heightened regulatory requirements may have a negative impact on the ability of our clients to conduct industry sponsored clinical trials, which could reduce the need for our services. Furthermore, a relaxation of the scope of regulatory requirements, such as the introduction of simplified marketing applications for pharmaceuticals and biologics, could decrease the business opportunities available to us.

Actions by regulatory authorities or clients to limit the scope of or withdraw an approved drug from the market could result in a loss of revenue.

Government regulators have the authority, after approving a drug, to limit its indication for use by requiring additional labeled warnings or to withdraw the drug's approval for its approved indication based on safety concerns. Similarly, clients may act to voluntarily limit the availability of approved drugs or withdraw them from the market after we begin our work. If we are providing services to clients for drugs that are limited or withdrawn, we may be required to narrow the scope of or terminate our services with respect to such drugs, which would prevent us from earning the full amount of service revenue anticipated under the related service contracts.

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

The confidentiality, collection, use and disclosure of personal data, including clinical trial patient-specific information, are subject to governmental regulation generally in the country in which the personal data was collected or used. For example, U.S. federal regulations under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HIPAA, generally require individuals' written authorization, in addition to any required informed consent, before protected health information may be used for research and such regulations specify standards for de-identifications and for limited data sets. We may also be subject to applicable state privacy and security laws and regulations in states in which we operate. We are both directly and indirectly affected by the privacy provisions surrounding individual authorizations because many investigators with whom we are involved in clinical trials are directly subject to them as a HIPAA "covered entity" and because we obtain identifiable health information from third parties that are subject to such regulations. Because of recent amendments to the HIPAA data security and privacy rules that were promulgated on January 25, 2013, some of which went into effect on March 26, 2013, there are some instances where we may be a HIPAA "business associate" of a "covered entity," meaning that we may be directly liable for any breaches in protected health information and other HIPAA violations. These amendments may subject us to HIPAA's enforcement scheme, which, as amended, can result in up to $1.5 million in annual civil penalties for each HIPAA violation.

In the European Union, or the EU, personal data includes any information that relates to an identified or identifiable natural person with health information carrying additional obligations, including obtaining the explicit consent from the individual for collection, use or disclosure of the information. In addition, we are subject to EU rules with respect to cross-border transfers of such data out of the EU. The United States, the EU and its member states, and other countries where we have operations, such as Japan, continue to

Table of Contents

issue new privacy and data protection rules and regulations that relate to personal data and health information. Failure to comply with certain certification/registration and annual re-certification/registration provisions associated with these data protection and privacy regulations and rules in various jurisdictions, or to resolve any serious privacy or security complaints, could subject us to regulatory sanctions, criminal prosecution or civil liability. Federal, state and non-U.S. governments may propose or have adopted additional legislation governing the collection, possession, use or dissemination of personal data, such as personal health information, and personal financial data as well as security breach notification rules for loss or theft of such data. Additional legislation or regulation of this type might, among other things, require us to implement new security measures and processes or bring within the legislation or regulation de-identified health or other personal data, each of which may require substantial expenditures or limit our ability to offer some of our services. Additionally, if we violate applicable laws, regulations or duties relating to the use, privacy or security of personal data, we could be subject to civil liability or criminal prosecution, be forced to alter our business practices and suffer reputational harm. In the next few years, the European data protection framework may be revised as a generally applicable data regulation. The text has not yet been finalized, but it contains new provisions specifically directed at the processing of health information, sanctions of up to 2% of worldwide gross revenue and extra-territoriality measures intended to bring non-EU companies under the proposed regulation.

The biopharmaceutical industry has a history of patent and other intellectual property litigation, and we might be involved in costly intellectual property lawsuits.

The biopharmaceutical industry has a history of intellectual property litigation, and these lawsuits will likely continue in the future. Accordingly, we may face patent infringement suits by companies that have patents for similar business processes or other suits alleging infringement of their intellectual property rights. Legal proceedings relating to intellectual property could be expensive, take significant time and divert management's attention from other business concerns, regardless of the outcome of the litigation. If we do not prevail in an infringement lawsuit brought against us, we might have to pay substantial damages, and we could be required to stop the infringing activity or obtain a license to use technology on unfavorable terms.

Circumstances beyond our control could cause the CRO industry to suffer reputational or other harm that could result in an industry-wide reduction in demand for CRO services, which could harm our business.

Demand for our services may be affected by perceptions of our clients regarding the CRO industry as a whole. For example, other CROs could engage in conduct that could render our clients less willing to do business with us or any CRO. Although to date no event has occurred causing material industry-wide reputational harm, one or more CROs could engage in or fail to detect malfeasance, such as inadequately monitoring sites, producing inaccurate databases or analysis, falsifying patient records, and performing incomplete lab work, or take other actions that would reduce the confidence of our clients in the CRO industry. As a result, the willingness of biopharmaceutical companies to outsource R&D services to CROs could diminish and our business could thus be harmed materially by events outside our control.

Risks Relating to Our Indebtedness

Our substantial indebtedness could adversely affect our financial condition and prevent us from fulfilling our debt obligations and may otherwise restrict our activities.

As of June 30, 2014, we had total indebtedness of $1.3 billion, including the Senior Notes and the Senior Secured Credit Facilities.

Specifically, our high level of debt could have important consequences to the holders of the Senior Notes, including:

•: making it more difficult for us to satisfy our obligations with respect to the Senior Notes and our other debt;

Table of Contents

•: limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions or other general corporate requirements;
•: requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes;
•: increasing our vulnerability to adverse changes in general economic, industry and competitive conditions;
•: exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Senior Secured Credit Facilities, are at variable rates of interest;
•: limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
•: placing us at a disadvantage compared to other, less leveraged competitors; and
•: increasing our cost of borrowing.

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

Although the credit agreement governing the Senior Secured Credit Facilities and the indenture governing the Senior Notes contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could increase. To the extent new debt is added to our current debt levels, the risks to our financial condition would increase.

While the credit agreement governing the Senior Secured Credit Facilities and the indenture governing the Senior Notes also contain restrictions on our ability to make loans and investments, these restrictions are subject to a number of qualifications and exceptions, and the investments incurred in compliance with these restrictions could be substantial.

If we do not comply with the covenants in the credit agreement governing the Senior Secured Credit Facilities and the indenture governing the Senior Notes, we may not have the funds necessary to pay all of our indebtedness that could become due.

The credit agreement governing the Senior Secured Credit Facilities and the indenture governing the Senior Notes require us to comply with certain covenants. In particular, our credit agreement and indenture prohibit us from incurring any additional indebtedness, except in specified circumstances, or amending the terms of agreements relating to certain existing junior indebtedness, if any, in a manner materially adverse to the lenders under our credit agreement and holders of our Senior Notes, without their respective approval. Further, our credit agreement and indenture contain customary covenants, including covenants that restrict our ability to acquire and dispose of assets, engage in mergers or reorganizations, pay dividends or make investments. A violation of any of these covenants could cause an event of default under our credit agreement.

If we default on our credit agreement as a result of our failure to pay principal or interest when due, our material breach of any representation, warranty or covenant, or any other reason, all outstanding amounts could become immediately due and payable. In such case, we may not have sufficient funds to repay all the outstanding amounts. In addition, or in the alternative, the lenders under our credit agreement could exercise their rights under the security documents entered into in connection with the credit agreement. If any of the holders of our indebtedness accelerate the repayment of such indebtedness, there can be no assurance that we will have sufficient assets to repay our indebtedness. If we were unable to repay those amounts, the holders of our secured indebtedness could proceed against the collateral granted to them to secure that indebtedness. Any acceleration of amounts due under the credit agreement governing our outstanding Senior Secured Credit Facilities and the indenture governing the Senior Notes or the substantial exercise by the lenders of their rights under the security documents would likely have a material adverse effect on us.

Table of Contents

We may not be able to generate sufficient cash to service all of our indebtedness, and may be forced to take other actions to satisfy our obligations under our indebtedness that may not be successful.

Our ability to satisfy our debt obligations will depend upon, among other things:

•: our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, many of which are beyond our control; and
•: the future availability of borrowings under our Senior Secured Credit Facilities, which depends on, among other things, our complying with the covenants in those facilities.

It cannot be assured that our business will generate sufficient cash flow from operations, or that future borrowings will be available to us under our Senior Secured Credit Facilities or otherwise, in an amount sufficient to fund our liquidity needs.

If our cash flows and capital resources are insufficient to service our indebtedness, we may be forced to reduce or delay capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, may restrict us from adopting some of these alternatives. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value or at all, and any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due.

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

Because a substantial portion of our debt is variable-rate debt, fluctuations in interest rates could have a material effect on our business. We currently utilize derivative financial instruments such as interest rate swaps to hedge our exposure to interest rate fluctuations, but such instruments may not be effective in reducing our exposure to interest fluctuations, and we may discontinuing utilizing them at any time. As a result, we may incur higher interest costs if interest rates increase. These higher interest costs could have a material adverse impact on our financial condition and the levels of cash we maintain for working capital.

Risks Relating to Our Common Stock and This Offering

KKR will continue to have significant influence over us after this offering, including control over decisions that require the approval of stockholders, which could limit your ability to influence the outcome of matters submitted to stockholders for a vote.

Upon the completion of this offering, KKR will own approximately % of the outstanding shares of our common stock (or % if the underwriters exercise their over-allotment option in full). As long as KKR owns or controls a significant amount of our outstanding voting power, it has the ability to exercise substantial control over all corporate actions requiring stockholder approval, irrespective of how our other stockholders may vote, including:

•: the election and removal of directors and the size of our board of directors;
•: any amendment of our articles of incorporation or bylaws; or
•: the approval of mergers and other significant corporate transactions, including a sale of substantially all of our assets.

Table of Contents

Moreover, KKR's share ownership may also adversely affect the trading price for our common stock to the extent investors perceive disadvantages in owning shares of a company with a controlling shareholder. In addition, we have historically paid KKR an annual fee for certain advisory and consulting services pursuant to a monitoring agreement. See "Certain Relationships and Related Person Transactions — Arrangements with KKR — Monitoring Agreement." We will pay KKR a fee to terminate the monitoring agreement in connection with the consummation of this offering. In addition, KKR is in the business of making investments in companies and may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are significant existing or potential customers. KKR may acquire or seek to acquire assets that we seek to acquire and, as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue, and as a result, the interests of KKR may not coincide with the interests of our other stockholders.

Upon the listing of our shares on the NASDAQ Global Select Market, we will be a "controlled company" within the meaning of the rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

After completion of this offering, KKR will continue to control a majority of the voting power of our outstanding common stock. As a result, we will be a "controlled company" within the meaning of the corporate governance standards of the NASDAQ Global Select Market. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

•: we have a board of directors that is composed of a majority of "independent directors," as defined under the rules of such exchange;
•: we have a compensation committee that is composed entirely of independent directors; and
•: director nominations be made, or recommended to the full board, by our independent directors or by a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

After we cease to be a "controlled company," we will be required to comply with the above-referenced requirements within one year.

Following this offering, we intend to utilize certain of these exemptions. As a result, we will not have a majority of independent directors on our board of directors, will have no independent directors on our compensation committee and will have no nominating and corporate governance committee. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NASDAQ Global Select Market.

Provisions of our corporate governance documents and Delaware law could make any change in our board of directors or in control of our company more difficult.

Our amended and restated certificate of incorporation and our amended and restated bylaws, each of which will be effective immediately prior to the closing of this offering, and Delaware law contain provisions, such as provisions authorizing, without a vote of stockholders, the issuance of one or more series of preferred stock, that could make it difficult or expensive for a third party to pursue a tender offer, change in control or takeover attempt that is opposed by our management and board of directors even if such a transaction would be beneficial to our stockholders. We will also have a staggered board of directors that could make it more difficult for stockholders to change the composition of our board of directors in any one year. These anti-takeover provisions could substantially impede the ability of public stockholders to change our management or board of directors.

Table of Contents

If you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of your investment.

The initial public offering price of our common stock is substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after this offering. Based on an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, you will experience immediate dilution of $ per share, representing the difference between our as adjusted net tangible book value per share after giving effect to this offering and the initial public offering price. In addition, purchasers of common stock in this offering will have contributed % of the aggregate price paid by all purchasers of our stock but will own only approximately % of our common stock outstanding after this offering. We also have a large number of outstanding stock options to purchase common stock with exercise prices that may be below the estimated initial public offering price of our common stock. To the extent that these options are exercised, you will experience further dilution. See "Dilution" for more detail.

An active, liquid trading market for our common stock may not develop, which may limit your ability to sell your shares.

Prior to this offering, there has been no public market for our common stock. Although we have applied to list our common stock on the NASDAQ Global Select Market under the symbol "PRAH," an active trading market for our shares may never develop or be sustained following this offering. The initial public offering price will be determined by negotiations between us and the underwriters and may not be indicative of market prices of our common stock that will prevail in the open market after the offering. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely have a material adverse effect on the value of our common stock. The market price of our common stock may decline below the initial public offering price, and you may not be able to sell your shares of our common stock at or above the price you paid in this offering, or at all. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies by using our shares as consideration.

Our operating results and share price may be volatile, and the market price of our common stock after this offering may drop below the price you pay.

Our quarterly operating results are likely to fluctuate in the future as a publicly traded company. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market price of our shares to wide price fluctuations regardless of our operating performance. We and the underwriters will negotiate to determine the initial public offering price. You may not be able to resell your shares at or above the initial public offering price, or at all. Our operating results and the trading price of our shares may fluctuate in response to various factors, including:

•: market conditions in the broader stock market;
•: actual or anticipated fluctuations in our quarterly financial and operating results;
•: introduction of new products or services by us or our competitors;
•: the public's reaction to our press releases, our other public announcements and our filings with the SEC;
•: changes in, or failure to meet, earnings estimates or recommendations by research analysts who track our common stock or the stock of other companies in our industries;
•: strategic actions by us, our customers or our competitors, such as acquisitions or restructurings;
•: changes in accounting standards, policies, guidance, interpretations or principles;

Table of Contents

•: issuance of new or changed securities analysts' reports or recommendations or termination of coverage of our common stock by securities analysts;
•: sales, or anticipated sales, of large blocks of our stock;
•: the granting or exercise of employee stock options;
•: volume of trading in our common stock;
•: additions or departures of key personnel;
•: regulatory or political developments;
•: litigation and governmental investigations;
•: changing economic conditions;
•: defaults on our indebtedness; and
•: exchange rate fluctuations.

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

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. After this offering, we will have outstanding shares of common stock based on the number of shares outstanding as of June 30, 2014. This includes shares that we are selling in this offering as well as the shares that the selling stockholder is selling, which may be resold in the public market immediately, and assumes no exercises of outstanding options. Substantially all of the shares that are not being sold in this offering will be subject to a 180-day lock-up period provided under agreements executed in connection with this offering. These shares will, however, be able to be resold after the expiration of the lock-up agreements as described in the "Shares Eligible for Future Sale" section of this prospectus. KKR and certain of our stockholders have demand registration rights and "piggyback" registration rights with respect to future registered offerings of our common stock. See "Certain Relationships and Related Person Transactions" for more detail. KKR and other stockholders, who collectively are expected to own % of our common stock after this offering, may sell shares of our common stock after the expiration of the 180-day lock-up period. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock. We also intend to register all shares of common stock that we may issue under our equity compensation plans. Once we register these shares, they can be freely sold in the public market upon issuance, subject to the lock-up agreements described in the "Underwriting (Conflicts of Interest)" section of this prospectus. As restrictions on resale end, the market price of our stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Because we have no current plans to pay regular cash dividends on our common stock following this offering, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

Although we have previously declared dividends to our stockholders, we do not anticipate paying any regular cash dividends on our common stock following this offering. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things,

Table of Contents

our results of operations, financial condition, cash requirements, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we or our subsidiaries incur, including under our existing credit facilities. Therefore, any return on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which may not occur. See "Dividend Policy" for more detail.

Because a significant portion of our operations is conducted through our subsidiaries, we are largely dependent on our receipt of distributions or other payments from our subsidiaries for cash to fund all of our operations and expenses, including to make future dividend payments, if any.

A significant portion of our operations is conducted through our subsidiaries. As a result, our ability to service our debt or to make future dividend payments or other distributions, if any, is largely dependent on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Payments to us by our subsidiaries will be contingent upon our subsidiaries' earnings and other business considerations and may be subject to statutory or contractual restrictions. We do not currently expect to declare or pay dividends and other distributions on our common stock for the foreseeable future; however, to the extent that we determine in the future to pay dividends or other distributions on our common stock, the credit agreement governing our Senior Secured Credit Facilities and the indenture governing the Senior Notes significantly restrict the ability of our subsidiaries to pay dividends or otherwise transfer assets to us. Further, there may be significant tax and other legal restrictions on the ability of non-U.S. subsidiaries or associates to remit money to us.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations do not meet their expectations, our share price and trading volume could decline.

The trading market for our shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our share price could decline.

We are an "emerging growth company" and as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors.

We are an "emerging growth company" as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an emerging growth company. We could be an "emerging growth company" for up to five years. For additional information about the implications of qualifying as an emerging growth company, see "Prospectus Summary — Implications of Being an Emerging Growth Company."

Table of Contents

Failure to achieve and maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes Oxley Act could have a material adverse effect on our business and share price.

As a privately-held company, we were not required to evaluate our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a) of the Sarbanes Oxley Act, or Section 404(a). We anticipate being required to meet these standards in the course of preparing our financial statements as of and for the year ended December 31, 2014, and our management will be required to report on the effectiveness of our internal control over financial reporting for such year. The rules governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant documentation, testing and possible remediation.

In connection with the implementation of the necessary procedures and practices related to internal control over financial reporting, we may identify deficiencies that we may not be able to remediate in time to meet the deadline imposed by the Sarbanes Oxley Act for compliance with the requirements of Section 404. In addition, we may encounter problems or delays in completing the implementation of any requested improvements and receiving a favorable attestation in connection with the attestation provided by our independent registered public accounting firm. In the event we are unable to receive a favorable attestation report in a timely manner, the market price of our common stock could decline and we could be subject to sanctions or investigations by the NASDAQ Global Select Market, the SEC or other regulatory agencies, which could require additional financial and management resources. Additionally, we will be unable to issue securities in the public markets through the use of a shelf registration statement if we are not in compliance with Section 404. Furthermore, failure to achieve and maintain an effective internal control environment could have a material adverse effect on our business and share price and could limit our ability to report our financial results accurately and timely.

We will incur significant costs as a result of operating as a public company, and our management will devote substantial time to new compliance initiatives.

As a privately-held company, we were not required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an "emerging growth company" as defined under the JOBS Act. In addition, compliance with new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes Oxley Act, and the rules and regulations of the SEC, and the NASDAQ Global Market, will increase our legal and financial compliance costs and make some activities more difficult, time-consuming or costly. For example, the Securities Exchange Act of 1934, as amended, or the Exchange Act, will require us, among other things, to file annual, quarterly and current reports with respect to our business and operating results. We also expect that being a public company and being subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors may therefore strain our resources, divert management's attention and affect our ability to attract and retain qualified members of our board of directors.

Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management's attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.

Table of Contents

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus contains forward looking statements. All statements other than statements of historical facts contained in this prospectus, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, timing and likelihood of success, plans and objectives of management for future operations, and future results of current and anticipated products are forward looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements.

In some cases, you can identify forward looking statements by terms such as "may," "will," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions. The forward looking statements in this prospectus are only predictions. We have based these forward looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition and results of operations. These forward looking statements speak only as of the date of this prospectus and are subject to a number of risks, uncertainties and assumptions described under the sections in this prospectus entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this prospectus. Because forward looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward looking statements as predictions of future events. The events and circumstances reflected in our forward looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward looking statements. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties. Except as required by applicable law, we do not plan to publicly update or revise any forward looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Table of Contents

USE OF PROCEEDS

We estimate that our net proceeds from the sale of the common stock that we are offering will be approximately $ million, assuming an initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us. A $1.00 increase (decrease) in the assumed initial public offering price of $ per share would increase (decrease) the net proceeds to us from this offering by approximately $ million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same. We will not receive any of the net proceeds from the sale of shares by the selling stockholder.

We intend to use the net proceeds of this offering to redeem $150.0 million aggregate principal amount of our Senior Notes for an amount equal to 109.5% of their face value, plus accrued and unpaid interest to, but not including, the redemption date, to repay approximately $ million of borrowings under the Senior Secured Term Loan Facility and for general corporate purposes. To the extent that our net proceeds from this offering are greater than or less than $ million, we expect to increase or decrease the repayment of borrowings under the Senior Secured Term Loan Facility accordingly.

As of June 30, 2014, the aggregate principal amount of the Senior Notes outstanding was $375.0 million, excluding accrued and unpaid interest of $8.9 million. The Senior Notes bear interest at a rate of 9.5% per annum and mature on October 1, 2023. On or prior to October 1, 2016, under certain circumstances, we may redeem up to 40% of the aggregate principal amount of the Senior Notes at a redemption price of 109.5% of their principal amount plus accrued and unpaid interest to, but not including, the redemption date using the proceeds of certain equity offerings, including this initial public offering of our common stock. On or prior to October 1, 2018, we may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of their principal amount plus accrued and unpaid interest to the redemption date plus a make-whole premium as set forth in the indenture governing the Senior Notes. Thereafter, we may redeem the Senior Notes, in whole or in part, at redemption prices specified in the indenture.

The Senior Secured Term Loan Facility under our Senior Secured Credit Facilities had $883.3 million outstanding as of June 30, 2014 with a maturity date on September 23, 2020. Borrowings under the Senior Secured Term Loan Facility and the Senior Secured Revolving Credit Facility bear interest at a rate equal to, at PRA Holdings' option, either (a) LIBOR for the relevant interest period, plus 3.50% per annum; provided that solely with respect to the Senior Secured Term Loan Facility LIBOR shall be deemed to be no less than 1.00% per annum or (b) a base rate, plus 2.50% per annum; provided that solely with respect to the Senior Secured Term Loan Facility the base rate shall be deemed to be no less than 2.00% per annum. We may voluntarily prepay outstanding loans under the Senior Secured Term Loan Facility without premium or penalty, subject to reimbursements of the lenders' redeployment costs in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period. As of June 30, 2014, the interest applicable on the Senior Secured Term Loan Facility was 4.5%.

Pending use of the proceeds as described above, we intend to invest the proceeds in interest bearing cash or money market accounts.

Table of Contents

DIVIDEND POLICY

We have no current plans to pay any cash dividends on our common stock for the foreseeable future and instead intend to retain earnings, if any, for future operations, expansion and debt repayment. Any decision to declare and pay dividends in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition, contractual restrictions and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is limited by covenants in the credit agreement governing our Senior Secured Credit Facilities and in the indenture governing our Senior Notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operation — Liquidity and Capital Resources — Senior Secured Credit Facilities" and "— Senior Notes" for restrictions on our ability to pay dividends.

Table of Contents

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2014, as follows:

•: on an actual basis; and
•: on an as adjusted basis to (i) reflect the filing of our amended and restated certificate of incorporation as of the closing date of this offering; (ii) give further effect to our issuance and sale of shares of common stock in this offering at an assumed initial public offering price of $ per share, which is the midpoint of the price range listed on the cover page of this prospectus, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us; and (iii) reflect the payment of the termination fee to KKR as specified in the monitoring agreement; and (iv) give further effect to the use of proceeds from the offering as described under the caption "Use of Proceeds."

You should read this information in conjunction with our consolidated financial statements and the related notes appearing at the end of this prospectus and the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and other financial information contained in this prospectus.

	As of June 30, 2014

	Actual			As Adjusted
	(in thousands)
Cash and cash equivalents	$	57,646		$




Long-term debt, including current portion:
Senior Secured Term Loan Facility		883,325
Senior Notes		375,000
Senior Secured Revolving Credit Facility		—


Total long-term debt		1,258,325


Stockholders' equity:
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized, 40,279,390 shares issued and outstanding, actual; 1,000,000,000 shares authorized, shares issued and outstanding, as adjusted		403
Additional paid-in capital		491,799
Accumulated other comprehensive income		23,899
Accumulated deficit		(54,040	)


Total stockholders' equity		462,061


Total capitalization	$	1,720,386

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, would increase (decrease) the as adjusted amount of each of cash and cash equivalents, Senior Secured Term Loan Facility, additional paid-in capital, total stockholders' equity and total capitalization by approximately $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

As of September 30, 2014, we had approximately $49.3 million of unrestricted cash and cash equivalents. To the extent that our unrestricted cash at the time of the closing of this offering is insufficient to pay the

Table of Contents

termination fee to KKR as specified in the monitoring agreement, we expect to borrow under our Senior Secured Revolving Credit Facility to pay such termination fee.

The table above does not include:

•: 7,069,441 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2014 at a weighted average exercise price of $9.44 per share under our equity incentive plans; and
•: an additional 3,200,000 shares of common stock reserved as of September 30, 2014 for future issuance under the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan.

Table of Contents

DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share and the net tangible book value per share of our common stock after this offering. Our net tangible book deficit as of June 30, 2014 was $1.28 billion, or $(31.86) per share of our common stock. Net tangible book deficit per share represents our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of our common stock outstanding.

After giving effect to the sale of shares of common stock that we are offering at an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book deficit as of June 30, 2014 would have been approximately $ million, or approximately $ per share. This amount represents an immediate decrease in net tangible book deficit of $ per share to our existing stockholders and an immediate dilution in net tangible book value of approximately $ per share to new investors purchasing shares of common stock in this offering. We determine dilution by subtracting the as adjusted net tangible book deficit per share after this offering from the amount of cash that a new investor paid for a share of common stock. The following table illustrates this dilution:


Assumed initial public offering price per share			$
Net tangible book deficit per share as of June 30, 2014, before giving effect to this offering	(31.86	)
Decrease in net tangible book deficit per share attributable to investors purchasing shares in this offering


Pro forma net tangible book deficit per share, after giving effect to this offering			$	(	)


Dilution in as adjusted net tangible book deficit per share to investors in this offering			$

A $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, would decrease (increase) the as adjusted net tangible book deficit per share after this offering by approximately $ million, and increase (decrease) dilution in net tangible book value per share to new investors by approximately $ , assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The following table summarizes, as of June 30, 2014, the differences between the number of shares purchased from us, the total consideration paid to us in cash and the average price per share that existing stockholders and new investors paid. The calculation below is based on an assumed initial public offering price of $ per share, which is the midpoint of the range listed on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

Table of Contents

	Shares Purchased (000s)			Total Consideration (000s)

	Shares Purchased (000s)			Total Consideration (000s)			Average Price Per Share
	Number	Percent		Amount	Percent		Average Price Per Share
Existing stockholders			%	$		%	$
New Investors


Total			%	$		%	$

The foregoing table does not reflect sales by existing stockholders. Sales by the selling stockholder in this offering will reduce the number of shares held by existing stockholders to shares, or % of the total number of shares of our common stock outstanding after this offering, and will increase the number of shares held by new investors to shares, or % of the total number of shares of our common stock outstanding after this offering. In addition, if the underwriters exercise their option to purchase additional shares in full, the number of shares held by the existing stockholders after this offering would be reduced to , or % of the total number of shares of our common stock outstanding after this offering, and the number of shares held by new investors would increase to , or % of the total number of shares of our common stock outstanding after this offering.

The foregoing tables and calculations are based on the number of shares of our common stock outstanding as of June 30, 2014 and excludes:

•: 7,069,441 shares of common stock issuable upon exercise of stock options outstanding as of September 30, 2014 at a weighted average exercise price of $9.44 per share under our equity incentive plans; and
•: an additional 3,200,000 shares of common stock reserved as of September 30, 2014 for future issuance under the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan.

To the extent any of these outstanding options are exercised, there will be further dilution to new investors. To the extent all of such outstanding options had been exercised as of June 30, 2014, the as adjusted net tangible book value per share after this offering would be $ , and total dilution per share to new investors would be $ .

Table of Contents

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma combined financial information has been developed by applying pro forma adjustments to the historical audited consolidated financial statements appearing elsewhere in this prospectus. The unaudited pro forma combined statement of operations information gives pro forma effect to the consummation of the following transactions as if they had occurred on January 1, 2013:

•: the ClinStar Acquisition on February 28, 2013;
•: the acquisition of PRA by KKR on September 23, 2013;
•: the acquisition of RPS by PRA on September 23, 2013; and
•: our acquisition of CRI Lifetree on December 2, 2013 and the modification of our Senior Secured Term Loan Facility in connection therewith.

The unaudited pro forma combined financial information gives effect to events that are (1) directly attributable to the Transactions (2) factually supportable and (3) with respect to the unaudited pro forma combined statements of operations, expected to have a continuing impact on the combined company.

Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma combined financial information.

The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma combined financial information is presented for informational purposes only. The unaudited pro forma combined financial information does not purport to represent what our results of operations or financial condition would have been had the Transactions actually occurred on the dates indicated, nor do they purport to project our results of operations or financial condition for any future period or as of any future date. The unaudited pro forma combined financial information should be read in conjunction with the information included under the headings "Prospectus Summary — Selected Historical Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements, together with the related notes included elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma consolidated financial statements.

The Transactions were accounted for using purchase accounting. The allocation of the purchase prices are preliminary and are therefore subject to change. Accordingly, adjustments may be made to the value of the assets acquired and liabilities assumed as additional information is obtained; however, as of June 30, 2014 the final valuations were expected to be completed by the end of August 2014.

Table of Contents

Unaudited Pro Forma Combined Statement of Operations for the Year Ended December 31, 2013

										RPS Historical For the Period January 1, 2013 through September 22, 2013

							ClinStar Historical For the Two Months Ended February 28, 2013						CRI LifeTree Historical For the Eleven Months Ended November 30, 2013
	PRA Historical
	Successor			Predecessor												Adjustments			Pro Forma
(in thousands, except per share data)
Revenue:
Service revenue	$	324,362		$	508,539		$	3,938		$	324,393		$	37,060		$	—		$	1,198,292
Reimbursement revenue		54,854			103,531			2,656			29,395			1,433			—			191,869


Total revenue		379,216			612,070			6,594			353,788			38,493			—			1,390,161
Operating expenses:
Direct costs		222,776			304,102			2,882			262,382			23,263			—			815,405
Reimbursable out-of-pocket costs		54,854			103,531			2,656			29,395			1,433			—			191,869
Selling, general and administrative		69,730			142,880			960			56,014			8,044			(6,925	) (a)		270,703
Transaction-related expenses		29,180			47,486			4,518			36,778			5,794			(123,756	) (b)		—
Depreciation and amortization		25,333			25,144			90			7,339			1,321			40,232	(c),(d)		99,459
Loss on disposal of fixed assets		—			225			1			—			—			—			226


(Loss) income from operations		(22,657	)		(11,298	)		(4,513	)		(38,120	)		(1,362	)		90,449			12,499
Interest expense		(23,813	)		(33,173	)		—			(12,724	)		(529	)		(16,461	) (e),(f)		(86,700	)
Interest income		110			454			—			—			—			—			564
Loss on extinguishment of long-term debt		(7,211	)		(21,678	)		—			—			—			27,248	(g)		(1,641	)
Foreign exchange losses, net		(4,117	)		(3,641	)		(52	)		(116	)		—			—			(7,926	)
Other (expense) income, net		1,180			(530	)		43			149			(668	)		—			174


(Loss) income before income taxes and equity in losses of unconsolidated joint ventures		(56,508	)		(69,866	)		(4,522	)		(50,811	)		(2,559	)		101,236			(83,030	)
(Benefit from) provision for income taxes		(17,186	)		(22,079	)		(6	)		(19,969	)		(31	)		37,230	(h)		(22,041	)


(Loss) income before equity in losses of unconsolidated joint ventures		(39,322	)		(47,787	)		(4,516	)		(30,842	)		(2,528	)		64,006			(60,989	)
Equity in losses of unconsolidated joint ventures, net of tax		(621	)		(603	)		—			(21	)		—			—			(1,245	)


Net (loss) income	$	(39,943	)	$	(48,390	)	$	(4,516	)	$	(30,863	)	$	(2,528	)	$	64,006		$	(62,234	)




Net loss per share:
Basic	$	(1.02	)	$	(1.22	)													$	(1.55	)
Diluted		(1.02	)		(1.22	)														(1.55	)
Weighted average common shares:
Basic		39,337			39,643															40,268
Diluted		39,337			39,643															40,268

Table of Contents

Notes to Unaudited Pro Forma Consolidated Statements of Operations

(a): Reflects an adjustment of $6.9 million to reverse the non-recurring stock-based compensation expense recognized from the acceleration of stock options awarded resulting from the PRA Acquisition.
(b): Reflects an adjustment of $123.8 million to reverse the non-recurring transaction related expenses associated with the KKR Transaction, the CRI Lifetree Acquisition and the ClinStar Acquisition.
(c): Reflects an adjustment of (i) $31.1 million of incremental amortization expense on definite-lived intangible assets established in connection with the PRA Acquisition, (ii) $2.6 million of incremental amortization expense on definite-lived intangible assets established in connection with the RPS Acquisition, (iii) $5.7 million of incremental amortization expense on definite-lived intangible assets established in connection with the CRI Lifetree Acquisition. Incremental amortization expense has been calculated as follows:

	Amortization Expense

	(dollars in thousands)
Backlog	$	58,144
Customer relationships		10,009
Patient and employee recruiting databases		5,710
Tradenames		2,212
Non-Compete agreements		936


Subtotal		77,011
Less: Amortization expense included in PRA's, RPS's and CRI Lifetree's historical consolidated financial statements		(37,586	)


Incremental amortization expense	$	39,425

(d): Reflects an adjustment of $0.8 million of incremental depreciation expense related to the fair market value increase in PRA's fixed assets. This adjustment was recorded in connection with the PRA Acquisition.
(e): Reflects the incremental interest expense associated with the borrowing of $890.0 million under our Senior Secured Term Loan Facility, issuance of $375.0 million of Senior Notes and the commitment

Table of Contents

fee on our undrawn Senior Secured Revolving Facility. Incremental interest expense has been calculated as follows:

	Principal				Annual Interest

*(dollars in thousands)*
Senior Secured Term Loan Facility	$	890,000	5.0	%	$	44,333
Senior Notes		375,000	9.5	%		35,625


	$	1,265,000				79,958




0.5% Commitment Fee on Senior Secured Revolving Facility						625


Subtotal						80,583
Less: Interest expense included in PRA's, RPS's and CRI Lifetree's historical consolidated financial statements						(66,706	)


Incremental interest expense from new borrowings					$	13,877

(f): Reflects the incremental deferred financing costs related to our $890.0 million Senior Secured Term Loan Facility, $125.0 million Senior Secured Revolving Facility, and our $375.0 million Senior Notes. Incremental deferred financing costs has been calculated as follows:

	Deferred Financing Costs

	(dollars in thousands)
Senior Secured Term Loan Facility	$	4,436
Senior Secured Revolving Facility		759
Senior Notes		921


Subtotal		6,116
Less: Deferred financing costs included in PRA's, RPS's and CRI Lifetree's historical consolidated financial statements		(3,533	)


Incremental deferred financing costs	$	2,583

(g): Reflects an adjustment of $27.2 million to reverse the non-recurring loss on extinguishment or modification of long-term debt incurred in connection with the PRA Acquisition and the CRI Lifetree Acquisition.
(h): Reflects the adjustments for the benefit from income taxes calculated at an estimated statutory rate of 39.5%. In addition, since ClinStar and CRI Lifetree have historically been treated as pass-through entities for tax purposes we have included an adjustment to tax these entities losses at our statutory income tax rate. Because the tax rate used for these pro forma financial statements is an estimate, it

Table of Contents

may vary from actual effective tax rates in subsequent periods. A reconciliation of provision for income taxes is as follows:


*(dollars in thousands)*
Total Pro Forma adjustments	$	101,236
Estimated statutory tax rate		39.5	%


Provision for income taxes on Pro Forma Adjustments				$	39,990
ClinStar historical loss before income taxes	$	(4,522	)
Estimated statutory tax rate		39.5	%


Benefit from income taxes	$	(1,786	)
Benefit from income taxes included in ClinStar's historical consolidated financial statements		(6	)


Incremental benefit from income taxes				$	(1,780	)
CRI LifeTree historical loss before income taxes	$	(2,559	)
Estimated statutory tax rate		39.5	%


Benefit from income taxes	$	(1,011	)
Benefit from income taxes included in CRI LifeTree's historical consolidated financial statements		(31	)


Incremental benefit from income taxes				$	(980	)


Total provision for income taxes on Pro Forma Adjustments				$	37,230

Table of Contents

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PRA

The following tables set forth, for the periods and at the dates indicated, our selected historical consolidated financial data. We have derived the selected consolidated financial data for the year ended December 31, 2012, for the period from January 1 through September 22, 2013 and for the period from September 23 through December 31, 2013 from our audited consolidated financial statements appearing elsewhere in this prospectus. We have derived the selected consolidated financial data for the years ended 2009, 2010 and 2011 from our audited consolidated financial statements not appearing elsewhere in this prospectus. We have derived the selected historical consolidated financial data as of June 30, 2014 and for each of the three and six month periods ended June 30, 2013 and 2014 from our unaudited consolidated financial statements appearing elsewhere in this prospectus and we have derived the selected historical consolidated financial data as of June 30, 2013 from our unaudited consolidated financial statements appearing elsewhere in this prospectus, which in each case have been prepared on the same basis as our audited consolidated financial statements. In the opinion of our management, such unaudited financial data contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of such unaudited consolidated financial data.

The accompanying consolidated statements of operations, cash flows and stockholders' equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the KKR Transaction and the period succeeding the KKR Transaction, respectively. The Company refers to the operations of PRA Health Sciences, Inc. and subsidiaries for both the Predecessor and Successor periods.

Historical results are not indicative of the results to be expected in the future and results of interim periods are not necessarily indicative of results for the entire year. You should read the following information together with the more detailed information contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

Table of Contents

	Predecessor															Successor			Predecessor			Successor

	Year ended December 31, 2009			Year ended December 31, 2010			Year ended December 31, 2011			Year ended December 31, 2012			January 1, 2013- September 22, 2013			September 23, 2013- December 31, 2013			Six Months Ended June 30, 2013			Six Months Ended June 30, 2014
*(in thousands, except per share data)*
Consolidated statement of operations data:
Revenue:
Service revenue	$	409,077		$	451,223		$	547,669		$	597,072		$	508,539		$	324,362		$	345,971		$	622,774
Reimbursement revenue		46,848			68,554			87,143			102,664			103,531			54,854			67,881			89,511


Total revenue		455,925			519,777			634,812			699,736			612,070			379,216			413,852			712,285
Operating expenses:
Direct costs		222,291			248,446			321,240			358,572			304,102			222,776			206,253			428,529
Reimbursable out-of-pocket costs		46,848			68,554			87,143			102,664			103,531			54,854			67,881			89,511
Selling, general and administrative		117,448			119,839			138,323			160,643			142,880			69,730			97,504			116,849
Transaction-related costs		—			—			—			—			47,486			29,180			—			—
Depreciation and amortization		42,857			35,061			32,141			30,687			25,144			25,333			16,910			49,236
Loss on disposal of fixed, net assets		—			67			26			1,560			225			—			225			—
Impairment of intangible assets		4,284			—			—			—			—			—			—			—


Income (loss) from operations		22,197			47,810			55,939			45,610			(11,298	)		(22,657	)		25,079			28,160
Interest expense, net		(42,142	)		(38,259	)		(35,823	)		(32,823	)		(32,719	)		(23,703	)		(22,069	)		(42,584	)
Loss on modification or extinguishment of debt		—			—			—			(9,683	)		(21,678	)		(7,211	)		(1,641	)		(1,384	)
Foreign currency transaction (losses) gains, net		(7,291	)		(3,142	)		3,320			(7,841	)		(3,641	)		(4,117	)		4,259			(9,099	)
Other (expense) income, net		169			(769	)		(366	)		183			(530	)		1,180			(295	)		(175	)


(Loss) income before income taxes and equity in losses of unconsolidated joint ventures		(27,067	)		5,640			23,070			(4,554	)		(69,866	)		(56,508	)		5,333			(25,082	)
(Benefit from) provision for income taxes		(12,523	)		5,748			5,724			(1,847	)		(22,079	)		(17,186	)		654			(11,519	)


(Loss) income before equity in losses of unconsolidated joint ventures		(14,544	)		(108	)		17,346			(2,707	)		(47,787	)		(39,322	)		4,679			(13,563	)
Equity in losses of unconsolidated joint ventures, net of tax		—			—			—			—			(603	)		(621	)		(208	)		(534	)


Net (loss) income	$	(14,544	)	$	(108	)	$	17,346		$	(2,707	)	$	(48,390	)	$	(39,943	)	$	4,471		$	(14,097	)




Net (loss) income per share (1) :
Basic	$	(0.37	)	$	(0.00	)	$	0.44		$	(0.07	)	$	(1.22	)	$	(1.02	)	$	0.11		$	(0.35	)
Diluted		(0.37	)		(0.00	)		0.43			(0.07	)		(1.22	)		(1.02	)		0.11			(0.35	)
Cash dividends declared per common share		—			—			—			2.31			2.83			—			2.83			—
Weighted average common shares outstanding:
Basic		39,603			39,621			39,641			39,641			39,643			39,337			39,641			40,268
Diluted		39,603			39,621			40,607			39,641			39,643			39,337			40,597			40,268
Cash flow data:
Net cash provided by (used in) operating activities	$	70,848		$	31,410		$	28,305		$	99,259		$	49,208		$	(23,939	)	$	33,365		$	(3,260	)
Net cash (used in) provided by investing activities		(9,845	)		(17,099	)		(18,085	)		(18,058	)		(60,179	)		(1,018,959	)		(56,269	)		3,188
Net cash (used in) provided by financing activities		(41,531	)		(10,702	)		(7,112	)		(42,157	)		(37,267	)		1,115,041			(37,280	)		(14,417	)
Other financial data:
EBITDA (2)	$	57,932		$	78,960		$	91,034		$	58,956		$	(12,606	)	$	(8,093	)	$	44,104		$	66,204
Adjusted EBITDA (2)		77,969			91,156			95,076			96,183			91,985			38,590			62,309			85,194
Adjusted net income (2)		16,365			23,889			33,929			31,898			24,301			1,119			21,667			22,604
Adjusted net income per diluted share (2)	$	0.41		$	0.60		$	0.84		$	0.78		$	0.59		$	0.02		$	0.53		$	0.56
Backlog (at period end) (3)	$	998,168		$	1,128,348		$	1,314,208		$	1,382,826			—			1,939,666		$	1,444,210		$	2,044,832
Net new business (4)		663,321			599,894			736,481			653,529			462,046			312,298			386,340			723,246

	Predecessor									Successor			Predecessor			Successor

	As of December 31, 2009			As of December 31, 2010		As of December 31, 2011		As of December 31, 2012		As of December 31, 2013			As of June 30, 2013			As of June 30, 2014
Consolidated balance sheet data:
Cash and cash equivalents	$	64,730		$	66,405	$	69,380	$	109,211	$	72,155		$	47,883		$	57,646
Accounts receivable and unbilled services, net		114,880			148,108		201,752		184,891		294,984			213,590			339,956
Working capital		(12,356	)		8,359		26,269		18,317		(11,270	)		(34,185	)		(3,700	)
Total assets		911,448			921,375		958,134		982,525		2,394,734			992,283			2,363,462
Total long-term debt, net		401,418			389,313		384,456		451,076		1,245,812			543,200			1,242,276
Total liabilities		660,357			670,670		693,450		806,568		1,927,399			934,087			1,901,401
Total stockholders' equity		251,091			250,705		264,684		175,957		467,335			58,196			462,061
Total liabilities and stockholders' equity		911,448			921,375		958,134		982,525		2,394,734			992,283			2,363,462

(1): Because of the KKR Transaction, our capital structure for periods before and after the KKR Transaction are not comparable and therefore we are adjusting the number of shares to reflect the stock split only for the successor periods and the related pro forma data.
(2): We report our financial results in accordance with GAAP. To supplement this information, we also use the following non-GAAP financial measures in this prospectus: "EBITDA," "Adjusted EBITDA" and "Adjusted net income" (including diluted adjusted net income per share) which should not be considered as alternatives to (loss) income from operations, net (loss) income, net (loss) income per share, or any other performance measures derived in accordance with GAAP.

Management believes that these measures are more indicative of our operating results as they exclude certain items whose fluctuation from period-to-period do not necessarily correspond to changes in the operating results of our business. As a result, management and our board of directors regularly use EBITDA and Adjusted EBITDA as a tool in evaluating our operating and financial performance and in establishing discretionary annual bonuses. Adjusted EBITDA is also the basis for covenant compliance EBITDA, which is used in certain covenants in the credit agreement governing our Senior Secured Credit Facilities and the indenture governing the Senior Notes. See "Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources" and "Executive and Director Compensation — Narrative to Summary Compensation Table and Outstanding Equity Awards at December 31, 2013 — Bonuses." In addition, management believes that EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) facilitate comparisons of our operating results with those of other companies by backing out of GAAP net income items relating to variations in capital structures (affecting interest expense), taxation, and the age and book depreciation of facilities and equipment (affecting relative depreciation expense), which may vary for different companies for reasons

Table of Contents

unrelated to operating performance. We believe that EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) are frequently used by securities analysts, investors, and other interested parties in the evaluation of issuers, many of which also present EBITDA, Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) when reporting their results in an effort to facilitate an understanding of their operating results.

EBITDA represents net (loss) income before interest, taxes, depreciation and amortization. Adjusted EBITDA and Adjusted net income (including diluted adjusted net income per share) represent EBITDA and net income (including diluted net income per share), respectively, adjusted to exclude management fees, stock-based compensation expense, loss on disposal of fixed assets, loss on modification or extinguishment of debt, impairment of intangible assets, foreign currency transaction losses and gains, other (expense) income, equity in losses of unconsolidated joint ventures, transaction and acquisition related costs, relocation costs, severance costs and restructuring charges, non-cash rent adjustments and other one-time charges. Adjusted net income is also adjusted to exclude amortization of intangible assets and amortization of deferred financing costs. EBITDA and Adjusted EBITDA are not measurements of our financial performance under GAAP and should not be considered as alternatives to net (loss) income or other performance measures derived in accordance with GAAP, or as alternatives to cash flow from operating activities as measures of our liquidity. EBITDA and Adjusted EBITDA have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing our results as reported under GAAP. Some of these limitations are:

•

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

•

EBITDA and Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

•

EBITDA and Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;

•

EBITDA and Adjusted EBITDA do not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;

•

although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements; and

•

other companies in our industry may calculate EBITDA and Adjusted EBITDA differently, limiting their usefulness as comparative measures.

Set forth below are the reconciliations of EBITDA and Adjusted EBITDA to net loss and Adjusted net income to net loss.

	Predecessor															Successor

	Year Ended December 31, 2009			Year Ended December 31, 2010			Year Ended December 31, 2011			Year Ended December 31, 2012			January 1, 2013- September 22, 2013			September 23, 2013- December 31, 2013
*(In thousands)*
Net (loss) income	$	(14,544	)	$	(108	)	$	17,346		$	(2,707	)	$	(48,390	)	$	(39,943	)
Depreciation and amortization		42,857			35,061			32,141			30,687			25,144			25,333
Interest expense, net		42,142			38,259			35,823			32,823			32,719			23,703
(Benefit from) provision for income taxes		(12,523	)		5,748			5,724			(1,847	)		(22,079	)		(17,186	)


EBITDA		57,932			78,960			91,034			58,956			(12,606	)		(8,093	)
Management fees (a)		2,000			2,000			2,000			2,000			1,467			560
Stock-based compensation expense (b)		4,108			4,775			3,511			11,610			24,609			132
Loss on disposal of fixed assets (c)		—			67			26			1,560			225			—
Loss on modification or extinguishment of debt (d)		—			—			—			9,683			21,678			7,211
Impairment of intangible assets		4,284			—			—			—			—			—
Foreign currency transaction loss (gain), net (e)		7,291			3,142			(3,320	)		7,841			3,641			4,117
Other (income) expense, net (f)		(169	)		769			366			(183	)		530			(1,180	)
Equity in losses of unconsolidated joint ventures		—			—			—			—			603			621
Transaction and acquisition related costs (g)		—			—			—			448			51,409			32,049
Relocation costs (h)		752			1,443			(175	)		1,265			(18	)		—
Severance and restructuring charges (i)		1,757			—			1,634			2,412			235			2,353
Non-cash rent adjustments (j)		—			—			—			—			—			500
Other one-time charges (k)		14			—			—			591			212			320


Adjusted EBITDA	$	77,969		$	91,156		$	95,076		$	96,183		$	91,985		$	38,590




Net (loss) income	$	(14,544	)	$	(108	)	$	17,346		$	(2,707	)	$	(48,390	)	$	(39,943	)
Amortization of intangible assets		30,873			23,021			18,904			15,647			13,250			19,174
Amortization of deferred financing costs		4,464			4,448			4,464			4,324			1,916			1,608
Management fees (a)		2,000			2,000			2,000			2,000			1,467			560
Stock-based compensation expense (b)		4,108			4,775			3,511			11,610			24,609			132
Loss on disposal of fixed assets (c)		—			67			26			1,560			225			—
Loss on extinguishment of long-term debt (d)		—			—			—			9,683			21,678			7,211
Foreign currency transaction loss (gain), net (e)		7,291			3,142			(3,320	)		7,841			3,641			4,117
Other (income) expense, net (f)		(169	)		769			366			(183	)		530			(1,180	)
Equity in losses of unconsolidated joint ventures		—			—			—			—			603			621
Transaction and acquisition related costs (g)		—			—			—			448			51,409			32,049
Relocation costs (h)		752			1,443			(175	)		1,265			(18	)		—
Severance and restructuring charges (i)		1,757			—			1,634			2,412			235			2,353
Non-cash rent adjustments (j)		—			—			—			—			—			500
Other one-time charges (k)		14			—			—			591			212			320


Total Adjustments		51,090			39,665			27,410			57,198			119,757			67,465
Tax effect of total adjustments (l)		20,181			15,668			10,827			22,593			47,066			26,403


Adjusted net income	$	16,365		$	23,889		$	33,929		$	31,898		$	24,301		$	1,119

Table of Contents

	Predecessor			Successor			Predecessor			Successor

	Three Months Ended June 30, 2013			Three Months Ended June 30, 2014			Six Months Ended June 30, 2013			Six Months Ended June 30, 2014
*(In thousands)*
Net (loss) income	$	4,807		$	(4,056	)	$	4,471		$	(14,097	)
Depreciation and amortization		9,368			24, 598			16,910			49,236
Interest expense, net		11,679			20,818			22,069			42,584
(Benefit from) provision for income taxes		416			(5,186	)		654			(11,519	)


EBITDA		26,270			36,174			44,104			66,204
Management fees (a)		500			525			1,000			1,050
Stock-based compensation expense (b)		1,203			868			15,682			1,760
Loss on disposal of fixed assets (c)		—			—			225			—
Loss on modification or extinguishment of debt (d)		—			—			1,641			1,384
Foreign currency transaction loss (gain), net (e)		1,819			5,387			(4,259	)		9,099
Other (income) expense, net (f)		296			116			295			175
Equity in losses of unconsolidated joint ventures		208			357			208			534
Transaction and acquisition related costs (g)		2,557			1,601			3,239			2,171
Relocation costs (h)		(8	)		—			(18	)		—
Severance and restructuring charges (i)		1			47			—			1,988
Non-cash rent adjustments (j)		—			318			—			801
Other one-time charges (k)		192			79			192			28


Adjusted EBITDA	$	33,038		$	45,472		$	62,309		$	85,194




Net (loss) income	$	4,807		$	(4,056	)	$	4,471		$	(14,097	)
Amortization of intangible assets		5,390			19,688			8,789			38,431
Amortization of deferred financing costs		665			1,459			1,294			2,893
Management fees (a)		500			525			1,000			1,050
Stock-based compensation expense (b)		1,203			868			15,682			1,760
Loss on disposal of fixed assets (c)		—			—			225			—
Loss on modification or extinguishment of debt (d)		—			—			1,641			1,384
Foreign currency transaction loss (gain), net (e)		1,819			5,387			(4,259	)		9,099
Other (income) expense, net (f)		296			116			295			175
Equity in losses of unconsolidated joint ventures		208			357			208			534
Transaction and acquisition related costs (g)		2,557			1,601			3,239			2,171
Relocation costs (h)		(8	)		—			(18	)		—
Severance and restructuring charges (i)		1			47			—			1,988
Non-cash rent adjustments (j)		—			318			—			801
Other one-time charges (k)		192			79			192			28


Total Adjustments		12,823			30,445			28,288			60,314
Tax effect of total adjustments (l)		4,983			11,885			11,092			23,613


Adjusted net income	$	12,647		$	14,504		$	21,667		$	22,604

(a): We have historically paid management fees to affiliates of our investors. These fees will terminate upon completion of this offering. Please see "Certain Relationships and Related Person Transactions—Arrangements with KKR—Monitoring Agreement" for further discussion on the termination of the agreement.
(b): Stock-based compensation expense represents the amount of non-cash expense related to the company's equity compensation programs. This amount also includes incremental stock-based compensation expense of $10.6 million, $17.9 million and $15.0 million for the year ended December 31, 2012, the period from January 1, 2013 to September 22, 2013 and the six months ended June 30, 2013, respectively, recorded in connection with the December 2012 and February 2013 modifications of equity awards. During December 2012 and February 2013, the Predecessor Company paid dividends to all shareholders and made related payments to holders of vested service-based options. The decision to provide cash payments to option holders to prevent the shareholder dividend from being dilutive to such option holders represented a modification of the options. In addition, the period from January 1, 2013 to September 22, 2013 includes $5.7 million related to the acceleration of expense associated with the KKR Transaction.
(c): Loss on disposal of fixed assets represents the costs incurred in connection with the sale or disposition of fixed assets, primarily IT equipment and furniture and fixtures. We exclude these losses from Adjusted EBITDA and Adjusted net income because they result from investing decisions rather than from decisions made related to our ongoing operations.
(d): Loss on modification or extinguishment of long-term debt relates to costs incurred in connection with changes to our long-term debt of $9.7 million for the year ended December 31, 2012, $21.7 million for the period from January 1, 2013 to September 22, 2013, $7.2 million for the period from September 23, 2013 through December 31, 2013, and $1.4 million for the six months ended June 30, 2014. We exclude these losses from Adjusted EBITDA and Adjusted net income because they result from financing decisions rather than from decisions made related to our ongoing operations.
(e): Foreign currency transaction loss (gain), net primarily relates to gains or losses that arise in connection with the revaluation of short-term inter-company balances between our domestic and international subsidiaries. In addition, this amount includes gains or losses from foreign currency transactions, such as those resulting from the settlement of third-party accounts receivable and payables denominated in a currency other than the local currency of the entity making the payment. We exclude these gains and losses from Adjusted EBITDA and Adjusted net income because they result from financing decision rather than from decisions made related to our ongoing operations and because fluctuations from period-to-period do not necessarily correspond to changes in our operating results.
(f): Other (income) expense, net represents income and expense that are non-operating and expenses whose fluctuation from period-to-period do not necessarily correspond to changes in our operating results.

Table of Contents

(g): Transaction and acquisition related costs primarily relate to costs incurred in connection with due diligence performed in connection with contemplated acquisitions; the closing of the KKR Transaction, the CRI Lifetree Acquisition and the ClinStar Acquisition; and the integration of ClinStar, RPS and CRI LifeTree acquisitions. The integration costs primarily consist of professional fees, rebranding costs, the elimination of redundant facilities and any other costs incurred directly related to the integration of these acquisitions. In addition, transaction and acquisition related costs include costs incurred by PRA related to its 2013 withdrawn IPO.
(h): Relocation costs represent charges incurred in connection with the relocation of certain of its employees, including those employees relocated in connection with the KKR Transaction and the acquisitions of ClinStar, RPS and CRI Lifetree.
(i): Severance and restructuring charges represent amounts incurred in connection with the elimination of redundant positions within the organization, including positions eliminated in connection with the KKR Transaction and the acquisitions of ClinStar, RPS and CRI Lifetree.
(j): The Company has escalating leases that require the amortization of rent expense on a straight-line basis over the life of the lease. The non-cash rent adjustment represents the difference between rent expense recorded in the Company's consolidated statement of operations and the amount of cash actually paid.
(k): Represents charges incurred that are not considered part of our core operating results.
(l): Represents the tax effect of the total adjustments at our estimated statutory rate of 39.5%.

(3): Our backlog consists of anticipated service revenue from new business awards that either have not started or are but have not been completed. Backlog varies from period to period depending upon new business awards and contract increases, cancellations and the amount of service revenue recognized under existing contracts.
(4): For our Strategic Solutions offering, the value of new business awards is the anticipated service revenue to be recognized in the corresponding quarter of the next fiscal year. For the remainder of our business, net new business is the value of services awarded during the period from projects under signed contracts, letters of intent and, in some cases, pre-contract commitments that are supported by written communications, adjusted for contracts that were modified or canceled during the period. For the fiscal years 2012 and 2013, net new business excludes the RPS Acquisition.

Table of Contents

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis together with "Prospectus Summary — Selected Historical Consolidated Financial Data" and our consolidated financial statements and related notes included in this prospectus. The discussion in this prospectus contains forward looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in this prospectus should be read as applying to all related forward looking statements wherever they appear in this prospectus. Our actual results could differ materially from those discussed here. Factors that could cause or contribute to these differences include those discussed in "Risk Factors," as well as those discussed elsewhere in this prospectus. You should also read "Risk Factors" and "Special Note Regarding Forward Looking Statements."

The following discussion and analysis presents operations, cash flows and stockholder's equity for two periods: Predecessor and Successor, which relate to the period preceding the KKR Transaction and the period succeeding the KKR Transaction, respectively. The Company refers to the operations of PRA Health Sciences, Inc. and subsidiaries for both the Predecessor and Successor periods. We present the combined information for the year ended December 31, 2013 to assist readers in understanding and assessing the trends and significant changes in our results of operations on a comparable basis. We believe this combined presentation is appropriate because it provides a more relevant analysis of our results of operations for the year ended December 31, 2013, than a presentation of separate historical results for the Predecessor and Successor periods would provide, although the combined presentation is not in accordance with GAAP.

Overview

We are one of the world's leading global CROs, by revenue, providing outsourced clinical development services to the biotechnology and pharmaceutical industries. We believe we are one of a select group of CROs with the expertise and capability to conduct clinical trials across major therapeutic areas on a global basis. Our therapeutic expertise includes areas that are among the largest in pharmaceutical development, and we focus in particular on oncology, central nervous system inflammation, respiratory, cardiometabolic and infectious diseases. We believe that we further differentiate ourselves from our competitors through our investments in medical informatics and clinical technologies designed to enhance efficiencies, improve study predictability and provide better transparency for our clients throughout their clinical development processes.

Contracts define the relationships with our clients and establish the way we earn revenue. Three types of relationships are most common: a fixed-price contract, a time and materials contract and fee-for-service arrangements. In cases where the contracts are fixed price, we may bear the cost of overruns for the contracted scope, or we benefit if the costs are lower than we anticipated for the contracted scope. In cases where our contracts are fee-for-service, the contracts contain an overall budget for contracted resources. If actual resources used are lower than anticipated, the client generally keeps the savings and we may be responsible for covering the cost of the unused resource if we are unable to redeploy the resource. For time and material contracts, we bill the client only for the actual hours we spend to complete the contracted scope based upon stated hourly rates by position. The duration of our contracts range from a few months to several years. Revenue for services is recognized only after persuasive evidence of an arrangement exists, the sales price is determinable, services have been rendered, and collectability is reasonably assured. Once these criteria have been met, we recognize revenue for the services provided on fixed-fee contracts based on the proportional performance methodology, which determines the proportion of outputs or performance obligations which have been completed or delivered compared to the total contractual outputs for performance obligations. To measure performance, we compare the contract costs incurred to estimated total contract costs through completion. As part of the client proposal and contract negotiation process, we develop a detailed project budget for the direct costs based on the scope of the work, the complexity of the study, the geographical location involved and our historical experience. We then establish the individual

Table of Contents

contract pricing based on our internal pricing guidelines, discount agreements, if any, and negotiations with the client. The estimated total contract costs are reviewed and revised periodically throughout the lives of the contracts, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are first identified. Our costs consist of expenses necessary to carry out the clinical development project undertaken by us on behalf of the client. These costs primarily include the expense of obtaining appropriately qualified labor to administer the project, which we refer to as direct cost headcount. Other costs we incur are attributable to the expense of operating our business generally, such as leases and maintenance of information technology and equipment. Revenue from time and materials contracts is recognized as hours are incurred. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed.

How We Assess the Performance of Our Business

In addition to our GAAP financial measures, we review various financial and operational metrics, including, new business awards, cancellations, backlog, EBITDA, Adjusted EBITDA and EBITDA and Adjusted EBITDA as a percentage of service revenue to evaluate our financial performance. Many of our current contracts include clinical trials covering multiple geographic locations. We utilize the same management systems and reporting tools to monitor and manage these activities on the same basis worldwide. For this reason, we consider our operations to be a single business segment, and we present our results of operations as a single reportable segment.

Our gross new business awards for the three and six months ended June 30, 2014 and 2013 were $423.8 million, $846.6 million, $250.8 million and $492.0 million, respectively. Our gross new business awards, excluding the RPS Acquisition, for the years ended December 31, 2013 and 2012 were $997.7 million and $947.8 million, respectively. New business awards arise when a client selects us to execute its trial and is documented by written or electronic correspondence or for our Strategic Solutions offering when the amount of revenue expected to be recognized is measurable. The number of new business awards can vary significantly from year to year, and awards can have terms ranging from several months to several years. For our Strategic Solutions offering the value of a new business award is the anticipated service revenue to be recognized in the corresponding quarter of the next fiscal year. For the remainder of our business, the value of a new award is the anticipated service revenue over the life of the contract, which does not include reimbursement activity or investigator fees.

In the normal course of business, we experience contract cancellations, which are reflected as cancellations when the client provides us with written or electronic correspondence that the work should cease. During the three and six months ended June 30, 2014 and 2013 we had $51.9 million and $123.3 million, $51.5 million and $105.6 million, respectively, of cancellations for which we received correspondence from clients. During the years ended December 31, 2013 and 2012 we had $223.3 million and $294.3 million, respectively, of cancellations for which we received correspondence from the client. The number of cancellations can vary significantly from year to year. The value of the cancellation is the remaining amount of unrecognized service revenue, less the estimated effort to transition the work back to the client.

Our backlog consists of anticipated service revenue from new business awards that either have not started or are in process but have not been completed. Backlog varies from period to period depending upon new business awards and contract increases, cancellations, and the amount of service revenue recognized under existing contracts. Our backlog at March 31, 2014 and June 30, 2014 was $2.0 billion and our backlog at March 31, 2013 and June 30, 2013 was $1.4 billion. Our backlog at December 31, 2013 and 2012 was $1.9 billion and $1.4 billion, respectively. At June 30, 2014, from our backlog of $2.0 billion, we expect to generate $0.6 billion of service revenue during the remainder of 2014.

EBITDA represents net income (loss) before interest, taxes, depreciation and amortization. Adjusted EBITDA represents EBITDA adjusted to exclude loss on disposal of fixed assets, loss on modification or extinguishment of long term debt, foreign currency transaction losses and gains, other income (expense), management fees, stock-based compensation expense, relocation costs, severance costs, debt refinancing costs, acquisition related costs, and other one-time charges that we do not view as part of our core

Table of Contents

operating results. Our EBITDA for the six months ended June 30, 2014 and 2013 was $66.2 million and $44.1 million, respectively, and our Adjusted EBITDA for those same periods was $85.2 million and $62.3 million, respectively. Our EBITDA for the Successor 2013 period, Predecessor 2013 period and for the year ended December 31, 2012 was $(8.1) million, $(12.6) million and $59.0 million, respectively, and our Adjusted EBITDA for those same periods was $38.6 million, $92.0 million and $96.2 million, respectively. Our EBITDA as a percentage of service revenue was 10.6% and 12.7% for the six months ended June 30, 2014 and 2013, respectively, and our Adjusted EBITDA as a percentage of service revenue was 13.7% and 18.0% for the same periods, respectively. Our EBITDA as a percentage of service revenue was (2.5)%, (2.5)% and 9.9% for the Successor 2013 period, Predecessor 2013 period, and for the year ended December 31, 2012, and our Adjusted EBITDA as a percentage of service revenue was 11.9%, 18.1% and 16.1% for the same periods, respectively. See "Prospectus Summary — Selected Historical Consolidated Financial Data" for a reconciliation of EBITDA to net income (loss) and EBITDA to Adjusted EBITDA.

Industry Trends

ISR estimated in its "2014 CRO Market Size Projections" report, which we refer to as the ISR 2014 Market Report, that the size of the worldwide CRO market was approximately $22 billion in 2013 and will grow at an 8% CAGR to $32 billion over the next five years. This growth will be driven by an increase in the amount of research and development expenditures and higher levels of clinical development outsourcing by biopharmaceutical companies.

Acquisition of PRA by Kohlberg Kravis Roberts & Co. L.P.

Effective September 23, 2013, we were acquired by KKR for $1.4 billion pursuant to a plan of merger by and among the Company, Merger Sub and Genstar. Upon completion of the KKR Transaction, Merger Sub was merged with and into the Predecessor Company, which became a subsidiary of the Parent. On December 19, 2013, Pinnacle Holdco Parent, Inc. changed its name to PRA Global Holdings, Inc. and on July 10, 2014, PRA Global Holdings, Inc. changed its name to PRA Health Sciences, Inc.

Business Combinations

Acquisition by KKR

Concurrent with the closing of the KKR Transaction, KKR contributed equity of $454.8 million and we entered into debt agreements totaling $1.3 billion. The debt agreements were comprised of a $825.0 million first lien term loan, a $125.0 million revolving line of credit that was undrawn at closing, and $375.0 million in Senior Notes. The proceeds were used to fund a portion of the total consideration paid, repay all outstanding debt of the Predecessor company and pay transaction fees associated with the PRA Acquisition.

The allocation of the purchase price is preliminary and subject to change. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the PRA Acquisition date; however, as of June 30, 2014 the final valuations were expected to be completed by the end of August 2014. Measurement period adjustments that we determine to be material will be applied retrospectively to the PRA Acquisition date.

Upon consummation of the PRA Acquisition, stockholders received $17.37 in cash for each share of the stock owned. The transaction was accounted for as a business combination using the purchase method of accounting. As discussed above the purchase price allocation has not been finalized due to the jurisdictional allocation of intangibles and goodwill; however, as of June 30, 2014 the final valuation was expected to be completed by the end of August 2014, and in any case, no later than one year from the acquisition date in accordance with generally accepted accounting principles. In connection with the acquisition, we recorded approximately $852.8 million of goodwill, which is not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected our growth rates and profitability. The increase in expected growth rates is primarily related to growth in our

Table of Contents

revenue due to an increase in our global footprint and expansion of service offerings. The increase in expected profitability is primarily related to corporate wide initiatives to streamline and improve the efficiency in which the Company conducts clinical trials as well as continued leveraging of selling, general and administrative costs.

Since December 31, 2013, goodwill decreased by $30.3 million as a result of our preliminary jurisdictional allocation of acquisition related intangibles, which also required an adjustment to the acquired income tax balances. As previously discussed, we are in the process of finalizing our purchase price allocation, including the jurisdictional allocation of intangible assets, and we expect the final valuation to be complete by the end of August 2014.

Acquisition of RPS

On September 23, 2013, immediately following the PRA Acquisition, and using the proceeds from the borrowings issued on the same day, we acquired all of the outstanding shares of RPS, a global contract research organization based in the United States, for $289.3 million, subject to a working capital adjustment of up to $15 million. The acquisition of RPS provides us with a more diverse client mix, including 16 of the 20 largest pharmaceutical companies in the world.

The acquisition of RPS was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, we recorded approximately $158.7 million of goodwill, which is not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of RPS and expected synergies with our existing operations. Anticipated synergies include procurement leverage and lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, as the acquisition serves to significantly increase the depth of relationships with large pharmaceutical companies.

The allocation of the purchase price is preliminary due to timing for obtaining fixed asset valuations and our ongoing assessment of fair values of certain contracts, assessment of certain foreign net loss carryforwards, and is therefore subject to change. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the merger date; however, as of June 30, 2014 the final valuations were expected to be completed by the end of August 2014.

Customer relationships and trade name intangibles are being amortized on an accelerated method over 13 years and 10 years, and other intangibles are amortized on a straight-line basis over three years. Transaction costs related to the acquisition of RPS have been combined with those of the PRA Acquisition; these expenses were not separately allocated as both transactions closed on the same date. The results of operations for RPS are included in our consolidated financial statements from the date of acquisition.

Since December 31, 2013, goodwill increased by $1.1 million, primarily as a result of adjustments to the acquired income tax balances due to new information regarding the facts and circumstances that existed on the date of the acquisition.

At December 31, 2013, we had a $15.0 million acquisition-related receivable recorded for the working capital settlement.

Acquisition of CRI Lifetree

On December 2, 2013, we completed the acquisition of CRI Lifetree, a specialized research organization, for $77.1 million in cash. CRI Lifetree focuses on the conduct and design of early stage, patient population

Table of Contents

studies, and is therapeutically focused in human abuse liability, addiction, pain, psychiatry, neurology, pediatric and infectious disease services. CRI Lifetree has approximately 250 full-time employees and has three clinic locations: Marlton, NJ, Philadelphia, PA, and Salt Lake City, UT. In addition to inpatient and outpatient studies, CRI LifeTree provides highly-specialized early phase research support services such as data management, biostatistics, and study report writing.

In order to fund the acquisition of CRI Lifetree, KKR made an equity contribution of $13.5 million in cash and we increased our first lien term loan borrowings by $65.0 million. The acquisition of CRI Lifetree was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, we recorded approximately $49.8 million of goodwill, of which $15.4 million is tax deductible. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of CRI Lifetree and expected synergies with our existing operations. Anticipated synergies include lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, as the acquisition serves to significantly expand the Company's Phase I to Phase II services.

Due to the timing of the acquisition, as of June 30, 2014 the valuation of net assets acquired had not been finalized and was expected to be completed by the end of August 2014, and in any case, no later than one year from the acquisition date in accordance with generally accepted accounting principles.

We incurred approximately $1.4 million of acquisition-related costs, which were expensed as incurred and are recorded in transaction-related costs in the consolidated statement of operations during the Successor 2013 period. The results of operations for CRI Lifetree are included in our consolidated financial statements from the date of acquisition.

Acquisition of ClinStar

On February 28, 2013, we acquired all of the outstanding member's interest of ClinStar, a contract research organization and logistics provider based in the United States with operations in Eastern Europe, for $45.0 million in cash and contingent consideration in the form of a potential earn-out payment of up to $5.0 million. The earn-out payment is contingent upon the achievement of certain revenue and earnings targets during the 24-month period following closing. We recognized a liability of approximately $3.7 million as the estimated acquisition date fair value of the earn-out; the fair value was based on significant inputs not observed in the market and thus represented a Level 3 measurement. Any change in the fair value of the earn-out subsequent to the acquisition date will be recognized in earnings in the period of the change. From the date of the acquisition through September 22, 2013, there was a $0.4 million increase in the fair value of the contingent consideration; there was a $1.1 million decrease in the fair value of the contingent consideration during the Successor 2013 period. The current portion of this liability at December 31, 2013, totaling $1.5 million, is recorded in accrued expenses and the remaining long-term portion, totaling $1.5 million, is recorded in other long-term liabilities in the accompanying consolidated balance sheet.

The acquisition of ClinStar was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, we recorded approximately $15.1 million of goodwill, which was not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of ClinStar and expected synergies with our existing operations. Anticipated synergies include lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, as the acquisition serves to significantly increase the Company's presence in Eastern Europe.

We incurred approximately $0.5 million of transaction-related costs, which were expensed as incurred and recorded in transaction-related cost in the consolidated statement of operations during the Predecessor

Table of Contents

2013 period. The results of operations for ClinStar are included in our consolidated financial statements from the date of acquisition.

Joint Ventures

In December 2012, PRA and WuXi signed a joint venture agreement to offer a broad platform of Phase I-IV clinical trial services in China, Hong Kong and Macau. The joint venture provides services including clinical trial monitoring, project management, regulatory strategy and submissions, data management, biostatistics, drug safety reporting, and medical monitoring. The clinical operations of WuXi and PRA in China were combined to operate as an independent contract research organization and are jointly owned by PRA (49%) and WuXi (51%).

We contributed $4.6 million to the joint venture during March 2013 and recorded a $0.8 million and $0.7 million reduction to the investment balance during the Predecessor period from January 1, 2013 to September 22, 2013 and Successor period September 23, 2013 to December 31, 2013, respectively, for our equity in the venture's net loss for the period, which is recorded in the other (expenses) income, net in our consolidated statement of operations. The investment will be adjusted for our equity in the venture's net income (loss), cash contributions, distributions, and other adjustments required by the equity method of accounting.

In March 2013, RPS entered into a joint venture agreement with Asklep Inc., or Asklep. The joint venture provides research and development outsourcing solutions in Japan to the biopharmaceutical and medical device industries. This joint venture is based in Tokyo, Japan and is owned by RPS (49%) and AZ Healthcare (51%). On June 2, 2014, Asklep transferred its interest in the JV to AZ Healthcare, a subsidiary of Itociiu, a Japanese full service CRO.

The investment in Asklep totaled $0.3 million at December 31, 2013. The investment will be adjusted for RPS's equity in the venture's net income (loss), cash contributions, distributions, and other adjustments required by the equity method of accounting.

Sources of Revenue

Total revenues are comprised of service revenue and reimbursement revenue, each of which is described below.

Service Revenue

We generally enter into contracts with customers to provide services with payments based on either fixed-fee, time and materials, or fee-for-service arrangements. Revenue for services is recognized only after persuasive evidence of an arrangement exists, the sales price is determinable, services have been rendered, and collectability is reasonably assured.

Once these criteria have been met, we recognize revenue for the services provided on fixed-fee contracts based on the proportional performance methodology, which determines the proportion of outputs or performance obligations which have been completed or delivered compared to the total contractual outputs for performance obligations. To measure performance, we compare the contract costs incurred to estimated total contract costs through completion. As part of the client proposal and contract negotiation process, we develop a detailed project budget for the direct costs based on the scope of the work, the complexity of the study, the geographical location involved and our historical experience. We then establish the individual contract pricing based on our internal pricing guidelines, discount agreements, if any, and negotiations with the client. The estimated total contract costs are reviewed and revised periodically throughout the lives of the contracts, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are first identified. Revenue from time and materials contracts is recognized as hours are incurred. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed.

Table of Contents

A majority of our contracts undergo modifications over the contract period and our contracts provide for these modifications. During the modification process, we recognize revenue to the extent it incurs costs, provided client acceptance and payment is deemed reasonably assured.

We often offer volume discounts to our large customers based on annual volume thresholds. We record an estimate of the annual volume rebate as a reduction of revenue throughout the period based on the estimated total rebate to be earned for the period.

Most of our contracts can be terminated by the client either immediately or after a specified period, typically 30 to 60 days, following notice. In the case of early termination, these typically contracts require payment to us of fees earned to date, the fees, and in some cases, a termination fee or some portion of the fees or profit that we could have earned under the contract if it had not been terminated early. Based on ethical, regulatory, and health considerations, this wind-down activity may continue for several quarters or years. Therefore, revenue recognized prior to cancellation generally does not require a significant adjustment upon cancellation.

Increases in the estimated total direct costs to complete a contract without a corresponding proportional increase to the total contract price result in a cumulative adjustment to the amount of revenue recognized in the period the change in estimate is determined.

Reimbursement Revenue and Reimbursable Out-of-Pocket Costs

We incur out-of-pocket costs, which are reimbursable by our customers. We include these out-of-pocket costs as reimbursement revenue and reimbursable out-of-pocket expenses in our consolidated statement of operations.

As is customary in our industry, we also routinely enter into separate agreements on behalf of our clients with independent physician investigators in connection with clinical trials. We also receive funds from our clients for investigator fees, which are netted against the related costs, since such fees are the obligation of our clients, without risk or reward to us. We are not obligated either to perform the service or to pay the investigator in the event of default by the client. In addition, we do not pay the independent physician investigator until funds are received from the client. Accordingly, unlike reimbursable out-of-pocket costs, we do not recognize these investigator fees in revenue.

Reimbursement costs and investigator fees are not included in our backlog because they are pass-through costs to our clients.

We believe that the fluctuations in reimbursement costs and reimbursement revenue from period to period are not meaningful to our underlying performance.

Costs and Expenses

Our costs and expenses are comprised primarily of our direct costs, selling, general and administrative costs, depreciation and amortization and income taxes. In addition, we incur reimbursable out-of-pocket expenses; however, as noted above, our reimbursable out-of-pocket expenses are directly offset by our reimbursement revenue. Since reimbursement revenue is offset by our out-of-pocket reimbursable expenses, we monitor and measure costs as a percentage of service revenue rather than total revenue as we believe this is a more meaningful comparison and better reflects the operations of our business.

Direct Costs

Our direct costs are primarily labor-related charges. They include elements such as salaries, benefits and incentive compensation for our employees. In addition, we utilize staffing agencies to procure primarily part time individuals to perform work on our contracts. For the Successor 2013 Period, the Predecessor 2013 period, and the year ended December 31, 2012, the labor-related charges were 96.5%, 93.3% and 92.0% of our total direct costs, respectively. The cost of labor procured through staffing agencies is included in these percentages and represented 2.1%, 3.4% and 4.8% of total direct costs for Successor 2013 period, the Predecessor 2013 period, and the year ended December 31, 2012, respectively. For the six months

Table of Contents

ended June 30, 2014 and the six months ended June 30, 2013, labor related charges were 95% and 93% of our total direct costs, respectively. Our remaining direct costs are items such as travel, meals, postage and freight, patient costs, medical waste and supplies. The total of all these items was 3.5%, 6.7%, and 8.0% of total direct costs for Successor 2013 Period, the Predecessor 2013 Period, and the year ended December 31, 2012, respectively.

Historically, direct costs have increased with an increase in net service revenues. The future relationship between direct costs and net service revenues may vary from historical relationships. In the Successor 2013 period, Predecessor 2013 period, and the year ended December 31, 2012, direct costs represent 68.7%, 59.8% and 60.1%, respectively, of service revenues. On a forward looking basis, as a result of the acquisition of RPS and CRI Lifetree, we expect our direct costs as a percent of service revenue to be in the 65% to 70% range. Several factors will cause direct costs to decrease as a percentage of net service revenues. Deployment of our billable staff in an optimally efficient manner has the most impact on our ratio of direct cost to service revenue. The most effective deployment of our staff is when they are fully engaged in billable work and are accomplishing contract related activities at a rate that meets or exceeds budgeted targets. We also seek to optimize our efficiency by performing work using the employee with the lowest cost. Generally, the following factors may cause direct costs to increase as a percentage of net service revenues: our staff are not fully deployed, as is the case when there are unforeseen cancellations or delays, or when our staff are accomplishing tasks at levels of effort that exceed budget, such as rework; as well as pricing pressure from increased competition.

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of administration payroll and benefits, marketing expenditures, and overhead costs such as information technology and facilities costs. These expenses also include central overhead costs that are not directly attributable to our operating business and include certain costs related to insurance, professional fees and property.

Loss on Modification or Extinguishment of Debt

Loss on modification of debt consists of debt financing costs that were expensed due to the modification of Predecessor and Successor debt as a result of debt amendments.

Loss on extinguishment of debt consists of previously capitalized unamortized debt financing costs that were expensed as a result of the extinguishment of Predecessor debt as a result of the PRA Acquisition.

Transaction-Related Costs

Transaction-related costs consist of expenses incurred that relate directly to the Transactions. These expenses include attorney, accounting, advisory fees, and transaction-related bonuses.

Depreciation and Amortization

Depreciation represents the depreciation charged on our fixed assets. The charge is recorded on a straight-line method, based on estimated useful lives of three to seven years for computer hardware and software and five to seven years for furniture and equipment. Leasehold improvements are depreciated over the lesser of the life of the lease term or the useful life of the improvements. Amortization expense consists of amortization recorded on acquisition-related intangible assets. Customer relationships, backlog and finite-lived trade names are amortized on an accelerated basis, which coincides with the period of economic benefit we expect to receive. All other finite-lived intangibles are amortized on a straight-line basis. In accordance with generally accepted accounting principles, we do not amortize goodwill and indefinite-lived intangible assets.

Income Taxes

Because we conduct operations on a global basis, our effective tax rate has and will continue to depend upon the geographic distribution of our pre-tax earnings among several different taxing jurisdictions. Our effective tax rate can also vary based on changes in the tax rates of the different jurisdictions. Our effective tax rate is also impacted by tax credits and the establishment or release of deferred tax asset valuation allowances and tax reserves, as well as significant non-deductible items such as portions of transaction-related costs.

Table of Contents

Foreign subsidiaries are taxed separately in their respective jurisdictions. We have foreign net operating loss carryforwards in some jurisdictions. The carryforward periods for these losses vary from five years to an indefinite carryforward period depending on the jurisdiction. Our ability to offset future taxable income with the net operating loss carryforwards may be limited in certain instances, including changes in ownership.

Exchange Rate Fluctuations

The majority of our foreign operations transact in the Euro or Pound Sterling. As a result, our revenue and expenses are subject to exchange rate fluctuations with respect to these currencies. We have translated these currencies into U.S. Dollars using the following average exchange rates:

	Successor		Predecessor		Successor		Predecessor

	Six Months Ended June 30, 2014		Six Months Ended June 30, 2013		September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013		Year Ended December 31, 2012
U.S. Dollars per:
Euro		1.37		1.31		1.35		1.32		1.29
Pound Sterling		1.68		1.54		1.61		1.54		1.58

Results of Operations

Three Months Ended June 30, 2014 Compared to Three Months Ended June 30, 2013

	Three Months Ended June 30,

	Successor			Predecessor
*(Dollars in thousands)*	2014			2013			$ Change			% Change
Revenue:
Service revenue	$	311,422		$	179,463		$	131,959			73.5%
Reimbursement revenue		46,123			40,166			5,957			14.8%


Total revenue		357,545			219,629			137,916			62.8%
Operating expenses:
Direct costs		213,378			106,072			107,306			101.2%
Reimbursable out-of-pocket costs		46,123			40,166			5,957			14.8%
Selling, general and administrative		56,010			44,798			11,212			25.0%
Depreciation and amortization		24,598			9,368			15,230			162.6%


Income from operations		17,436			19,225			(1,789	)		(9.3%	)
Interest expense, net		(20,818	)		(11,679	)		(9,139	)
Foreign currency transaction losses, net		(5,387	)		(1,819	)		(3,568	)
Other expense, net		(116	)		(296	)		180


(Loss) income before income taxes and equity in losses of unconsolidated joint ventures		(8,885	)		5,431			(14,316	)
(Benefit from) provision for income taxes		(5,186	)		416			(5,602	)


(Loss) income before equity in losses of unconsolidated joint ventures		(3,699	)		5,015			(8,714	)
Equity in losses of unconsolidated joint ventures, net of tax		(357	)		(208	)		(149	)


Net (loss) income	$	(4,056	)	$	4,807		$	(8,863	)

Table of Contents

Service revenue increased by $132.0 million, or 73.5%, from $179.5 million during the three months ended June 30, 2013 (the "Predecessor Second Quarter") to $311.4 million during the three months ended June 30, 2014 (the "Successor Second Quarter"). The acquisitions of RPS and CRI Lifetree resulted in a $117.9 million increase in revenue as compared to the prior year. The remainder of the change is attributable to an $8.0 million increase related to an increase in billable hours, a $0.2 million increase in the effective rate of the hours billed, and a favorable impact of $6.7 million from foreign currency. The growth in service fee revenue and the increase in billable hours were due largely to the increase in our backlog resulting from increased levels of new business awards as a result of more effective sales efforts and the growth in the overall CRO market. New business awards arise when a client selects us to execute its trial, the number of awards can vary significantly from period to period, and they have terms ranging from several months to several years. The increased levels of new business awards and backlog acquired in connection with our acquisitions had the effect of increasing our backlog by $600.6 million as of June 30, 2014 compared to June 30, 2013. On a geographic basis, service revenue for the Successor Second Quarter was distributed as follows: North America $204.3 million, or 65.6%, Europe $100.8 million, or 32.4%, and rest of the world $6.3 million, or 2.0%. During the Predecessor Second Quarter, service revenue was distributed as follows: North America $96.7 million, or 53.9%, and Europe $82.8 million, or 46.1%. The increase in North America and rest of world revenue as a percentage of total revenue and the decrease in revenue in Europe were due to the change in geographic distribution of our backlog from studies awarded during the comparable periods and the acquisitions of RPS and CRI Lifetree.

Direct costs increased by $107.3 million, or 101.2%, from $106.0 million during the Predecessor Second Quarter to $213.4 million during the Successor Second Quarter. The increase is primarily attributable to an increase of $97.1 million related to increased internal labor and labor-related costs as we continue to hire billable staff to support our current projects and our growing portfolio of studies and the additional labor costs added as a result of our acquisitions, and an increase of $6.4 million related to increased levels of contract labor for the performance of clinical programming functions. The direct costs as a percentage of service revenue increased from 59.1% during the Predecessor Second Quarter to 68.5% during the Successor Second Quarter. This increase in direct costs as a percentage of revenue is primarily due to RPS which, because of the nature of its business, operates at a lower margin than we have historically experienced.

Selling, general and administrative expenses increased by $11.2 million, or 25.0%, from $44.8 million during the Predecessor Second Quarter to $56.0 million during the Successor Second Quarter. The increase in selling, general and administrative costs as compared to the prior year are primarily attributable to a $10.7 million increase in labor and facilities costs as we build infrastructure to support our growing business and as a result of our acquisitions, and an increase of $0.5 million in professional fees related to our acquisitions and their continued integration into our operations. Selling, general and administrative expenses, excluding stock-based compensation expense, as a percentage of service revenue were 24.3% during the Predecessor Second Quarter and 17.7% during the Successor Second Quarter.

Depreciation and amortization expense increased by approximately $15.2 million, or 162.6%, from $9.4 million during the Predecessor Second Quarter to $24.6 million during the Successor Second Quarter. This increase is primarily attributable to amortization of intangible assets associated with the Merger and the RPS, ClinStar, and CRI Lifetree acquisitions. Depreciation and amortization expense as a percentage of service revenue was 5.2% during the Predecessor Second Quarter and 7.9% during the Successor Second Quarter.

Income from operations decreased by $1.8 million from $19.2 million during the Predecessor Second Quarter to $17.4 million during the Successor Second Quarter. Increased service revenue was offset by increases in direct costs; selling, general and administrative expenses; and depreciation and amortization expense.

Table of Contents

Interest expense, net increased by $9.1 million from $11.7 million during the Predecessor Second Quarter to $20.8 million during the Successor Second Quarter. The increase is due to the additional debt assumed in connection with the Merger and the acquisitions of RPS, ClinStar and CRI Lifetree.

Foreign currency transaction losses increased $3.6 million from $1.8 million during the Predecessor Second Quarter to $5.4 million during the Successor Second Quarter. The foreign exchange losses are due to fluctuations in the U.S. dollar and the settling and revaluation of accounts that are denominated in a currency other than the U.S. dollar.

Provision for income taxes decreased $5.6 million from $0.4 million of income tax expense during the Predecessor Second Quarter to an income tax benefit of $5.2 million during the Successor Second Quarter. The decrease was attributable to a decrease in pre-tax income of $14.3 million driven by factors discussed above. Our effective income tax rate was 7.7% in the Predecessor Second Quarter compared to 58.4% in the Successor Second Quarter. The significant increase in the effective income tax rate is primarily due to the overall projected loss in the Successor period, which has the effect of increasing the Company's effective tax rate when combined with the projected income from foreign subsidiaries, which is taxed at rates lower than the U.S. statutory rate, with the projected loss in the United States. For the Predecessor Second Quarter, the lower effective income tax rate was due to overall projected income, which had the effect of decreasing the Company's effective tax rate when combined with the projected income from foreign subsidiaries, which is taxed at rates lower than the U.S. statutory rate, with the projected loss in the United States.

Six Months Ended June 30, 2014 Compared to Six Months Ended June 30, 2013

	Six Months Ended June 30,

	Successor			Predecessor
*(Dollars in thousands)*	2014			2013			$ Change			% Change
Revenue:
Service revenue	$	622,774		$	345,971		$	276,803			80.0%
Reimbursement revenue		89,511			67,881			21,630			31.9%


Total revenue		712,285			413,852			298,433			72.1%
Operating expenses:
Direct costs		428,529			206,253			222,276			107.8%
Reimbursable out-of-pocket costs		89,511			67,881			21,630			31.9%
Selling, general and administrative		116,849			97,504			19,345			19.8%
Depreciation and amortization		49,236			16,910			32,326			191.2%
Loss on disposal of fixed assets		—			225			(225	)		(100.0%	)


Income from operations		28,160			25,079			3,081			12.3%
Interest expense, net		(42,584	)		(22,069	)		(20,515	)
Loss on modification or extinguishment of debt		(1,384	)		(1,641	)		257
Foreign currency transaction (losses) gains, net		(9,099	)		4,259			(13,358	)
Other expense, net		(175	)		(295	)		120


(Loss) income before income taxes and equity in losses of unconsolidated joint ventures		(25,082	)		5,333			(30,415	)
(Benefit from) provision for income taxes		(11,519	)		654			(12,173	)


(Loss) income before equity in losses of unconsolidated joint ventures		(13,563	)		4,679			(18,242	)
Equity in losses of unconsolidated joint ventures, net of tax		(534	)		(208	)		(326	)


Net (loss) income	$	(14,097	)	$	4,471		$	(18,568	)

Table of Contents

Service revenue increased by $276.8 million, or 80.0%, from $346.0 million during the six months ended June 30, 2013 (the "Predecessor YTD Period") to $622.8 million during the six months ended June 30, 2014 (the "Successor YTD Period"). The acquisitions of ClinStar, RPS and CRI Lifetree resulted in a $239.1 million increase in revenue as compared to the prior year. The remainder of the change is attributable to a $43.6 million increase related to an increase in billable hours and a favorable impact of $10.9 million from foreign currency offset by a $19.9 million decrease in the effective rate of the hours billed. The growth in service fee revenue and the increase in billable hours were due largely to the increase in our backlog resulting from increased levels of new business awards as a result of more effective sales efforts and the growth in the overall CRO market. New business awards arise when a client selects us to execute its trial, the number of awards can vary significantly from period to period, and they have terms ranging from several months to several years. The increased levels of new business awards and backlog acquired in connection with our acquisitions had the effect of increasing our backlog by $600.6 million as of June 30, 2014 compared to June 30, 2013. On a geographic basis, service revenue for the Successor YTD Period was distributed as follows: North America $405.6 million, or 65.1%, Europe $204.5 million, or 32.8%, and rest of the world $12.7 million, or 2.0%. During the Predecessor YTD Period, service revenue was distributed as follows: North America $187.2 million, or 54.1% and Europe $158.7 million, or 45.9%.

Direct costs increased by $222.3 million, or 107.8%, from $206.3 million during the Predecessor YTD Period to $428.5 million during the Successor YTD Period. The increase is primarily attributable to an increase of $201.5 million related to increased internal labor and labor-related costs as we continue to hire billable staff to support our current projects and our growing portfolio of studies and the additional labor costs added as a result of our acquisitions, and an increase of $11.1 million related to increased levels of contract labor for the performance of clinical programming functions. The direct costs as a percentage of service revenue increased from 59.6% during the Predecessor YTD Period to 68.8% during the Successor YTD Period. This increase in direct costs as a percentage of revenue is primarily due to RPS which, because of the nature of its business, operates at a lower margin than our Predecessor Company.

Selling, general and administrative expenses increased by $19.3 million, or 19.8%, from $97.5 million during the Predecessor YTD Period to $116.8 million during the Successor YTD Period. The increase in selling, general and administrative costs as compared to the prior year are primarily attributable to a $27.7 million increase in labor and facilities costs as we build infrastructure to support our growing business and as a result of our acquisitions, and an increase of $3.9 million in professional fees related to our acquisitions and their continued integration into our operations, offset by a $13.9 million decrease in stock-based compensation expense associated with the payment we made to holders of vested service-based stock options in connection with the February 2013 dividend to option holders and the accelerated vesting of unvested options in the Predecessor YTD 2013 period. Selling, general and administrative expenses, excluding stock-based compensation expense, as a percentage of service revenue were 23.6% during the Predecessor YTD Period and 18.5% during Successor YTD Period.

Depreciation and amortization expense increased by approximately $32.3 million, or 191.2%, from $16.9 million during the Predecessor YTD Period to $49.2 million during the Successor YTD Period. This increase is primarily attributable to amortization of intangible assets associated with the Merger and the RPS, ClinStar and CRI Lifetree acquisitions. Depreciation and amortization expense as a percentage of service revenue was 4.9% during the six months ended June 30, 2013 and 7.9% during the Successor YTD Period.

Income from operations increased by $3.1 million from $25.1 million during the Predecessor YTD Period to $28.2 million during the Successor YTD Period due to aforementioned items.

Interest expense, net increased by $20.5 million from $22.1 million during the Predecessor YTD Period to $42.6 million during the Successor YTD Period. The increase is due to the additional debt assumed in connection with the Merger and the acquisitions of RPS, ClinStar and CRI Lifetree.

Table of Contents

Foreign currency transaction losses decreased $13.4 million from $4.3 million of income during the Predecessor YTD Period to $9.1 million of losses during the Successor YTD Period. The foreign exchange losses are due to fluctuations in the U.S. dollar and the settling and revaluation of accounts that are denominated in a currency other than the U.S. dollar.

Provision for income taxes decreased $12.2 million from $0.7 million of income tax expense during the Predecessor YTD Period to and income tax benefit of $11.5 million during the Successor YTD Period. The decrease was attributable to a decrease in pre-tax income of $30.4 million driven by factors discussed above. Our effective income tax rate was 12.3% in the six months ended June 30, 2013 compared to 45.9% in the Successor YTD Period. The significant increase in the effective income tax rate is primarily due to the overall projected loss in the Successor period, which has the effect of increasing the Company's effective tax rate when combined with the projected income from foreign subsidiaries, which is taxed at rates lower than the U.S. statutory rate, with the projected loss in the United States. For the Predecessor YTD Period, the lower effective income tax rate was due to overall projected income, which had the effect of decreasing the Company's effective tax rate when combined with the projected income from foreign subsidiaries, which is taxed at rates lower than the U.S. statutory rate, with the projected loss in the United States.

Predecessor 2013 Period and Year Ended December 31, 2012

The following table presents our results of operations for the predecessor period January 1, 2013 through September 22, 2013 ("Predecessor 2013 Period") and the year ended December 31, 2012.

	Predecessor			Predecessor

*(Dollars in thousands)*	January 1, 2013- September 22, 2013			December 31, 2012
Revenue:
Service revenue	$	508,539		$	597,072
Reimbursement revenue		103,531			102,664


Total revenue		612,070			699,736
Operating expenses:
Direct costs		304,102			358,572
Reimbursable out-of-pocket costs		103,531			102,664
Selling, general, and administrative		142,880			160,643
Transaction-related costs		47,486			—
Depreciation and amortization		25,144			30,687
Loss on disposal of fixed assets		225			1,560


(Loss) income from operations		(11,298	)		45,610
Interest expense, net		(32,719	)		(32,823	)
Loss on modification or extinguishment of debt		(21,678	)		(9,683	)
Foreign currency transaction losses, net		(3,641	)		(7,841	)
Other (expense) income, net		(530	)		183


Loss before income taxes and equity in losses of unconsolidated joint ventures		(69,866	)		(4,554	)
Benefit from for income taxes		(22,079	)		(1,847	)


Loss before equity in losses of unconsolidated joint ventures		(47,787	)		(2,707	)
Equity in losses of unconsolidated joint ventures, net of tax		(603	)		—


Net loss	$	(48,390	)	$	(2,707	)

Service revenue was $508.5 million for the Predecessor 2013 period and $597.1 million for the year ended December 31, 2012. Service revenue in the Predecessor 2013 period benefited from an increase in billable hours and was offset in part by a decrease in the effective rate of the hours billed on our studies. The increase in billable hours is related to an increase in net new business awards, which was driven by higher demand for our services and which increased the number of studies we have in our backlog. New

Table of Contents

business awards arise when a client selects us to execute its trial, the number of awards can vary significantly from period to period, and they have terms ranging from several months to several years. The decrease in our effective rate is attributable to contract pricing terms on our current mix of active studies and the mix of clients for which we are providing services as volume increases with specific customers resulted in decreases in their effective rates. In addition, during the Predecessor 2013 period we acquired ClinStar, which resulted in $16.7 million of incremental revenue during the Predecessor 2013 period.

Direct costs were $304.1 million for the Predecessor 2013 period and $358.6 million for the year ended December 31, 2012. Direct costs were 59.8% of total revenue during the Predecessor 2013 period and 60.1% of service revenue for the year ended December 31, 2012. The 0.3% decrease in direct costs as a percentage of service revenue is related to a decrease in salaries and benefits expense. The primary drivers of the decrease in salaries and benefit expense were our continued focus on leveraging our billable staff and a decrease in contract labor costs. The decrease in contract labor costs was due to the hiring permanent employees to replace temporary staff.

Selling, general and administrative expenses were $142.9 million for the Predecessor 2013 period and $160.6 million for the year ended December 31, 2012. Selling, general and administrative expenses were 28.1% of service revenue during the Predecessor 2013 period and 26.9% of service revenue for the year ended December 31, 2012. The 1.2% increase in selling, general and administrative expenses as a percentage of service revenue was primarily related to a $13.0 million increase in stock-based compensation expense associated with the payment we made to holders of vested service-based stock options in connection with the February 2013 dividend to option holders and the accelerated vesting of unvested options in connection with the KKR Transaction, offset by a $6.9 million decrease in overall selling, general and administrative expenses as we continue to leverage our support staff and administrative functions.

Transaction related costs were $47.5 million during the Predecessor 2013 period and there were no transaction related costs for year ended December 31, 2012. The costs incurred in the Predecessor 2013 period were attributable to the KKR Transaction and the acquisition of ClinStar.

Depreciation and amortization expense was $25.1 million for the Predecessor 2013 period and $30.7 million for the year ended December 31, 2012. Depreciation and amortization expense was 4.9% of service revenue during the Predecessor 2013 period and 5.1% of service revenue for the year ended December 31, 2012. The decrease in depreciation and amortization expense as a percentage of service revenue is primary related to the continued amortization of our acquisition related intangibles which are amortized on an accelerated basis, which aligns the time period over which the cash flows of each respective intangible asset is generated with the time period over which the asset is amortized.

Loss on modification or extinguishment of debt costs were $21.7 million for the Predecessor 2013 period and $9.7 million for the year ended December 31, 2012. The Predecessor 2013 period amount is attributable to the write-off of $15.2 million of previously recorded unamortized debt issuance costs and a prepayment penalty of $4.8 million during the Predecessor 2013 Period. The loss on modification or extinguishment of debt of $9.7 million incurred in the year ended December 31, 2012 was due to unamortized debt costs being written-off as a result of our refinancing which took place on December 10, 2012.

(Loss) income from operations was a loss of $11.3 million for the Predecessor 2013 period and income of $45.6 million for the year ended December 31, 2012. The decrease in income from operations of $56.9 million is due to the aforementioned items.

Interest expense, net was $32.7 million for the Predecessor 2013 period and $32.8 million for the year ended December 31, 2012. Interest expense was 6.4% of service revenue during the Predecessor 2013 period and 5.5% of service revenue for the year ended December 31, 2012. The 0.9% increase in interest

Table of Contents

expense as a percentage of service revenue was related to the additional debt incurred related to the December 2012 and February 2013 refinancing transactions.

Foreign currency transaction losses were $3.6 million for the Predecessor 2013 period and $7.8 million for the year ended December 31, 2012. The foreign exchange losses are due to fluctuations in the U.S dollar and the settling and revaluation of accounts that are denominated in currency other than the U.S. dollar.

Benefit from income taxes was $22.1 million for the Predecessor 2013 period and $1.8 million for the year ended December 31, 2012. The increase of $20.2 million was primarily attributable a larger loss before income taxes. Our effective tax rate was 31.5% in the Predecessor 2013 period and 40.6% during the year ended December 31, 2012. The decrease in the effective tax rate is primarily attributable to transaction costs incurred in the Predecessor 2013 period, the impact of the foreign rate differential, foreign earnings currently taxed in the United States under Subpart F and deemed dividends under Internal Revenue Code Section 956. The change in the geographic distribution of earnings, largely due to the significant change in the United States pre-tax loss, changed the impact of these items on a percentage basis in Predecessor 2013 period thereby decreasing the effective tax rate. Also, in 2012 there was an increase in our liability for uncertain tax positions related to state income taxes and an audit of our Canadian subsidiary. The increase in the uncertain tax position for state income taxes was related to an increase of potential exposure in certain states for which the Company has concluded it might have nexus. The increase in the uncertain tax position for the audit of Canadian subsidiary was related to a proposed adjustment from the Canadian Revenue Agency related to transfer pricing for the 2007 and 2008 tax years. These items resulted in an increase in tax expense. When the positive tax expense is calculated as a percentage of the overall pretax loss, the amount results in a negative adjustment to the rate in the amount of 27.8%.

Successor 2013 Period and Year Ended December 31, 2012

The following table presents our results of operations for the successor period September 23, 2013 through December 31, 2013 ("Successor 2013 period") and the year ended December 31, 2012.

	Successor			Predecessor

*(Dollars in thousands)*	September 23, 2013- December 31, 2013			December 31, 2012
Revenue:
Service revenue	$	324,362		$	597,072
Reimbursement revenue		54,854			102,664


Total revenue		379,216			699,736
Operating expenses:
Direct costs		222,776			358,572
Reimbursable out-of-pocket costs		54,854			102,664
Selling, general, and administrative		69,730			160,643
Transaction-related costs		29,180			—
Depreciation and amortization		25,333			30,687
Loss on disposal of fixed assets		—			1,560


(Loss) income from operations		(22,657	)		45,610
Interest expense, net		(23,703	)		(32,823	)
Loss on modification or extinguishment of debt		(7,211	)		(9,683	)
Foreign currency transaction losses, net		(4,117	)		(7,841	)
Other income, net		1,180			183


Loss before income taxes and equity in losses of unconsolidated joint ventures		(56,508	)		(4,554	)
Benefit from for income taxes		(17,186	)		(1,847	)


Loss before equity in losses of unconsolidated joint ventures		(39,322	)		(2,707	)
Equity in losses of unconsolidated joint ventures, net of tax		(621	)		—


Net loss	$	(39,943	)	$	(2,707	)

Table of Contents

Service revenue was $324.4 million for the Successor 2013 period and $597.1 million for the year ended December 31, 2012. Service revenue in the Successor 2013 period benefited from an increase in billable hours and was offset in part by a decrease in the effective rate of the hours billed on our studies. The increase in billable hours is related to an increase in net new business awards, which was driven by higher demand for our services and which increased the number of studies we have in our backlog. New business awards arise when a client selects us to execute its trial, the number of awards can vary significantly from period to period, and they have terms ranging from several months to several years. The increased levels of new business awards and backlog acquired in connection with our acquisitions had the effect of increasing our backlog by $556.8 million as of December 31, 2013 compared to December 31, 2012. The decrease in our effective rate is attributable to contract pricing terms on our current mix of active studies and the mix of clients for which we are providing services as volume increases with specific customers resulted in decreases in their effective rates. In addition, during 2013 we acquired ClinStar, RPS and CRI Lifetree, which resulted in $131.0 million of incremental revenue during the Successor 2013 period.

Direct costs were $222.8 million for the Successor 2013 period and $358.6 million for the year ended December 31, 2012. Direct costs were 68.7% of service revenue during the Successor 2013 period and 60.1% of service revenue for the year ended December 31, 2012. The 8.6% increase in direct costs as a percentage of service revenue is due to an increase in salaries and benefits as we continue to hire billable staff to support our current projects and our growing portfolio of studies. In addition, a portion of the increase in salaries and benefits relates to the acquisition of RPS, which typically requires higher staffing levels and which operates at a lower margin than we have historically experienced.

Selling, general and administrative expenses were $69.7 million for the Successor 2013 period and $160.6 million for the year ended December 31, 2012. Selling, general and administrative expenses were 21.5% of service revenue during the Successor 2013 period and 26.9% of service revenue for the year ended December 31, 2012. The 5.4% decrease in selling, general and administrative expenses as a percentage of service revenue is primarily related to the non-recurrence of $9.8 million of stock-based compensation expense recorded in 2012 associated with the payment we made to holders of vested service-based stock options in connection with the December 2012 dividend and a $7.7 million decrease in overall selling, general and administrative expense as we realize synergies from our acquisitions and continue to leverage our selling and administrative functions.

Transaction related costs were $29.2 million during the Successor 2013 period and there were no transaction related costs for year ended December 31, 2012. The costs incurred in the Successor 2013 period were attributable to the KKR Transaction and the acquisitions of RPS and CRI Lifetree.

Depreciation and amortization expense was $25.3 million for the Successor 2013 period and $30.7 million for the year ended December 31, 2012. The increase in depreciation and amortization expense as a percentage of total revenue (7.8% for the Successor 2013 period and 5.1% for the year ended December 31, 2012) is primary related to the increased amortization expense resulting from the KKR Transaction and the acquisitions of RPS and CRI Lifetree.

Loss on modification or extinguishment of debt costs were $7.2 million for the Successor 2013 period and $9.7 million for the year ended December 31, 2012. The Successor 2013 period amount represented a bank financing fee of $5.6 million on the bridge loan associated with the KKR Transaction that was not needed due to the successful completion of the offering of our Senior Notes and a loss of $1.6 million related to debt financing cost expensed as a result of the additional borrowings on December 2, 2013. The loss on modification or extinguishment of debt of $9.7 million incurred in the year ended December 31, 2012 was due to unamortized debt costs being written-off as a result of our refinancing which took place on December 10, 2012.

(Loss) income from operations was a loss of $22.7 million for the Successor 2013 period and income of $45.6 million for the year ended December 31, 2012. The decrease in income from operations was due to the aforementioned items.

Table of Contents

Interest expense, net was $23.7 million for the Successor 2013 period and $32.8 million for the year ended December 31, 2012. Interest expense was 7.3% of service revenue during the Successor 2013 period and 5.5% of service revenue for the year ended December 31, 2012. The 1.8% increase in interest expense as a percentage of total revenue was primarily related to the additional debt incurred related to the KKR Transaction and the acquisition of RPS and CRI Lifetree.

Foreign currency transaction losses were $4.1 million for the Successor 2013 period and $7.8 million for the year ended December 31, 2012. The foreign exchange losses are due to fluctuations in the U.S dollar and the settling and revaluation of accounts that are denominated in currency other than the U.S. dollar.

Benefit from income taxes was $17.2 million for the Successor 2013 period and $1.8 million for the year ended December 31, 2012. The increase of $15.3 million was primarily attributable a larger loss before income taxes due to increased transaction related costs, increased interest expense and increased amortization on acquisition related intangible assets. Our effective tax rate was 30.3% in the Successor 2013 period and 40.6% during the year ended December 31, 2012. The decrease in the effective tax rate is primarily attributable to transaction costs incurred in the Successor 2013 period, the impact of the foreign rate differential, foreign earnings currently taxed in the United States under Subpart F and deemed dividends under Internal Revenue Code Section 956. The change in the geographic distribution of earnings, largely due to the significant change in the United States pre-tax loss, changed the impact of these items on a percentage basis in the Successor 2013 period thereby decreasing the effective tax rate. Also, in 2012 there was an increase in our liability for uncertain tax positions related to state income taxes and an audit of our Canadian subsidiary. The increase in the uncertain tax position for state income taxes was related to an increase of potential exposure in certain states for which the Company has concluded it might have nexus. The increase in the uncertain tax position for the audit of Canadian subsidiary was related to a proposed adjustment from the Canadian Revenue Agency related to transfer pricing for the 2007 and 2008 tax years. These items resulted in an increase in tax expense. When the positive tax expense is calculated as a percentage of the overall pretax loss, the amount results in a negative adjustment to the rate in the amount of 27.8%.

Seasonality

Although our business is not generally seasonal, we typically experience a slight decrease in our revenue growth rate during the fourth quarter due to holiday vacations and a similar decrease in new business awards in the first quarter due to our clients' budgetary cycles and vacations during the year-end holiday period.

Liquidity and Capital Resources

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Our principal source of liquidity is operating cash flows. As of June 30, 2014, we had approximately $57.6 million of cash and cash equivalents of which $32.3 million is held by our foreign subsidiaries. Our expected primary cash needs on both a short and long-term basis are for capital expenditures, expansion of services, geographic expansion, and other general corporate purposes. We have historically funded our operations and growth, including acquisitions, with cash flow from operations, borrowings, and issuances of equity securities. We expect to continue expanding our operations through internal growth and strategic acquisitions and investments. We expect these activities will be funded from existing cash, cash flow from operations and, if necessary or appropriate, borrowings under our existing or future credit facilities. Our sources of liquidity could be affected by our dependence on a small number of industries and clients, compliance with regulations, international risks, and personal injury, environmental or other material litigation claims.

Cash Collections

Cash collections from accounts receivable were $764.9 million during Successor YTD period, as compared to $525.1 million during the Predecessor YTD period. Cash collections from accounts receivable were

Table of Contents

$475.3 million during the Successor 2013 period and $797.0 million during the Predecessor 2013 period, and $934.5 million during the year ended December 31, 2012. The increase in cash collections during the Successor YTD period of $239.8 million is attributable to an increase in revenue, driven by an increase in new business awards and backlog, the acquisitions of ClinStar, RPS and CRI Lifetree and improved cash payment schedules contained in our master service agreements and our statements of work. The increase in cash collections during the Predecessor 2013 and Successor periods of 2013 is also related to our increase in revenue, driven by an increase in new business awards and backlog and the acquisitions of ClinStar, RPS and CRI Lifetree and improved cash payment schedules contained in our master service agreements and our statements of work.

Discussion of Cash Flows

During the Successor YTD period, net cash used in operations was $3.3 million as compared to net cash provided by operations of $33.4 million for Predecessor YTD period. Cash used in operating activities decreased over the prior year due primarily to increased net working capital, primarily driven by an increase in accounts receivable and unbilled services, offset by an increase in advanced billings and accounts payable. The increase in accounts receivable and unbilled services is related to an increase in our DSO which was driven by a change in customer composition as a result of our acquisition of ClinStar, RPS and CRI Lifetree and the terms that had been negotiated with those customers prior to their acquisition. The increase in advanced billings was primarily related to an increase in the number of active studies and an improvement in our cash payments schedules contained in our master service agreement and our statements of work. The increase in accounts payable is primarily related to the timing of payments due third-party vendors, the implementation of an entity-wide corporate credit card and an increase in amounts due to investigators for services provided on our studies.

During the Predecessor 2013 period, net cash provided by operations was $49.2 million and $99.3 million for the year ended December 31, 2012. Cash provided by operating activities decreased over the prior year due to an increase in our loss from operations primarily due to transaction-related costs incurred in connection with the KKR Transaction and the ClinStar acquisition.

During the Successor 2013 period net cash used in operations was $23.9 million and net cash provided by operations was $99.3 million for the year ended December 31, 2012. Cash used in operating activities increased over the prior year due primarily to decreased cash flows from our net working capital, driven by inflows from accounts receivable and advanced billings, offset by increased outflows related to payments made on our accrued expenses and other liabilities. In addition, there was an increase in our loss from operations due to $29.2 million in transaction-related costs. The inflows from our accounts receivable are related to payments received from our customers during the Successor 2013 period. The increased outflows related to accrued expenses and other liabilities is attributable to our payment of transaction related expense associated with the KKR Transaction accrued for in the Predecessor 2013 period.

Net cash provided by investing activities was $3.2 million during the Successor YTD period, as compared to net cash used in investing activities of $56.3 million for Predecessor YTD period. The increase was attributable to the acquisitions of ClinStar as well as $4.6 million contributed to our joint venture with WuXi in the Predecessor YTD period, offset by $15 million in collections of an acquisition-related receivable by RPS in the Successor YTD period. Net cash used in investing activities was $60.2 million during the Predecessor 2013 period, and $18.1 million for the year ended December 31, 2012. The increase was primarily attributable to the acquisition of ClinStar, as well as the joint venture with WuXi.

Net cash used in investing activities was $1.0 billion during the Successor 2013 period and $18.1 million for the year ended December 31, 2012. The increase was attributable to the KKR Transaction and the acquisition of RPS and CRI Lifetree.

Net cash used in financing activities during the Successor YTD period was $14.4 million as compared to $37.3 million used in the Predecessor YTD period. During the Successor YTD period, we made $10.0 million in net repayments on our line of credit and made $4.5 million of principal payments on our

Table of Contents

term loan. During the Predecessor YTD period, we borrowed incremental funds under our existing credit agreement which resulted in an additional $93.2 million of net borrowings. The cash generated was offset by a $127.2 million use in the form of a dividend payment to our shareholders and the related payments to holders of vested service-based stock options in February 2013. Net cash used in the Predecessor 2013 period was $37.3 million and $42.2 million for the year ended December 2012. During the Predecessor 2013 Period, we borrowed $93.2 million of incremental funds for the February 2013 acquisition of ClinStar and a payment of a dividend. The cash generated was offset by a $127.3 million use in the form of a dividend payment to our shareholders and the related payment to holders of vested service-based stock options in February 2013. During the year ended December 31, 2012, we borrowed $283.7 million in the form of a term loan and repaid $222.5 million of previously existing bank and subordinated debt. The cash generated was offset by a $101.6 million dividend payment to our shareholders and the related payment to holders of vested service-based stock options in December 2012.

Net cash provided by financing activities during the Successor 2013 period was $1.1 billion and $42.2 million used in the year ended 2012. During the Successor 2013 period in connection with the KKR Transaction, the acquisition of RPS and the acquisition of CRI Lifetree, we borrowed funds under a new credit agreement and issued senior notes, which resulted in $1.2 billion of net borrowings. In addition, we repaid our existing term loan and subordinated debt which resulted in a payment of $567.1 million. In addition, we borrowed $50.0 million and repaid $40.0 million from our existing line of credit. In addition, we received $454.8 million of proceeds from the issuance of 38,782,463 shares of common stock in connection with the PRA Acquisition and $13.5 million from the issuance of 1,151,194 shares of common stock in connection with the CRI LifeTree Acquisition. Also, former members of CRI LifeTree's management contributed $2.1 million to purchase 179,075 shares of our common stock. Finally, former members of RPS's management converted $1.8 million of RPS stock options and equity into 155,288 shares of our common stock. This conversion was accounted for as a non-cash transaction in our consolidated statement of cash flows. During the year ended December 31, 2012, we borrowed $283.7 million in the form of a term loan and repaid $222.5 million of previously existing bank and subordinated debt. The cash generated was offset by a $101.6 million dividend payment to our shareholders and the related payment to holders of vested service-based stock options in December 2012.

Indebtedness

In September 2013, we entered into the Senior Secured Credit Facilities with a syndicate of banks led by UBS. We terminated our old credit facilities dated December 10, 2012. In September 2013, we also issued $375.0 million of our Senior Notes. The proceeds from our borrowings under the Senior Secured Credit Facilities and our issuance of the Senior Notes were used in conjunction with the acquisition by KKR, to fund the acquisition of RPS, repay existing debt, and pay for fees and expenses related to the aforementioned events. We paid $42.8 million of debt issuance costs in connection with the Senior Secured Credit Facilities and Senior Notes, which are recorded in deferred financing fees on the consolidated balance sheet.

In September 2013, PRA Holdings signed a commitment letter with certain lenders for a senior secured one year bridge loan, or the bridge loan, to ensure financing would be available for the RPS Acquisition in the event that the offering of the Senior Notes was not closed by the date of closing of the RPS Acquisition. Due to the closing of the issuance of the Senior Notes, the bridge loan was terminated. At the closing of the issuance of the Senior Notes and the RPS Acquisition, a commitment fee of $5.6 million was paid to the lenders who provided the bridge loan commitment; this amount is included in the Loss on modification or extinguishment of debt fee line on the consolidated statement of operations.

On December 2, 2013, we borrowed an incremental $65.0 million under our Senior Secured Term Loan Facility. The proceeds were used to fund the acquisition of CRI Lifetree.

Table of Contents

Senior Secured Credit Facilities

UBS Securities LLC, Jefferies Finance LLC, Credit Suisse Securities (USA) LLC, KKR Capital Markets LLC and Citigroup Global Markets Inc. act as joint lead arrangers and bookrunners for the Senior Secured Credit Facilities.

The Senior Secured Credit Facilities provide senior secured financing of up to $1,015.0 million, consisting of:

•: the Senior Secured Term Loan Facility in an aggregate principal amount of up to $890.0 million; and
•: the Senior Secured Revolving Credit Facility in an aggregate principal amount of up to $125.0 million.

The borrower of the Senior Secured Term Loan Facility and the Senior Secured Revolving Credit Facility is PRA Holdings, Inc. The Senior Secured Revolving Credit Facility includes borrowing capacity available for letters of credit up to $40.0 million and for up to $20.0 million of borrowings on same-day notice, referred to as swingline loans.

On March 24, 2014, we entered into Amendment No. 1 to the Senior Secured Credit Agreement with UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto. Pursuant to this Amendment, among other terms contained therein, the principal amount of the Senior Secured Term Loan Facility was increased from $825.0 million to $890.0 million and all lenders agreed to exchange Initial Term Loans under the Senior Secured Term Loan Facility for Tranche B-1 Loans with applicable margins of LIBOR plus 3.50% per annum. In addition, this Amendment established a 1.00% premium to prepayments to the Senior Secured Term Loan Facility made on or prior to September 24, 2014.

The Senior Secured Credit Facilities provides that we have the right at any time to request incremental term loans and/or revolving commitments in an aggregate principal amount of up to (a) $185.0 million, plus (b) all voluntary prepayments and corresponding voluntary commitment reductions of the Senior Secured Credit Facilities, other than from proceeds of refinancing indebtedness, prior to the date of any such incurrence, plus (c) an additional amount which, after giving effect to the incurrence of such amount, we would not exceed a consolidated net first lien leverage to consolidated EBITDA ratio of 4.5 to 1.0 pro forma for such incremental facilities, minus (d) the sum of (i) the aggregate principal amount of new term loan commitments and new revolving credit commitments incurred and (ii) the aggregate principal amount of certain other indebtedness incurred. The lenders under these facilities are not under any obligation to provide any such incremental commitments or loans, and any such addition of or increase in commitments or loans is subject to certain customary conditions precedent.

Interest Rate and Fees

Borrowings under the Senior Secured Term Loan Facility and the Senior Secured Revolving Credit Facility bear interest at a rate equal to, at our option, either (a) LIBOR for the relevant interest period, plus an applicable margin; provided that solely with respect to the Senior Secured Term Loan Facility LIBOR shall be deemed to be no less than 1.00% per annum or (b) a base rate, or the Base Rate, equal to the highest of (1) the rate of interest established by the administrative agent as its prime rate in effect at its principal office in Stamford, Connecticut, (2) the federal funds effective rate plus 0.50% and (3) LIBOR for an interest period of one month, plus 1.00%, in each case, plus an applicable margin; provided that solely with respect to the Senior Secured Term Loan Facility the Base Rate shall be deemed to be no less than 2.00% per annum.

The applicable margin for Base Rate borrowings under the Senior Secured Revolving Credit Facility is 3.00% per annum, for LIBOR borrowings under the Senior Secured Revolving Credit Facility is 4.00% per annum, for letter of credit loans under the Senior Secured Revolving Credit Facility is 4.00% per annum, for Base Rate borrowings under the Senior Secured Term Loan Facility is 2.50% per annum, for LIBOR borrowings under the Senior Secured Term Loan Facility is 3.50% per annum. The applicable margins under the Senior Secured Revolving Credit Facility will decrease, based upon PRA Holdings' achievement of certain specified consolidated net first lien leverage to consolidated EBITDA ratios.

Table of Contents

In addition to paying interest on outstanding principal under the Senior Secured Credit Facilities, PRA Holdings is required to pay a commitment fee of 0.50% per annum to the lenders under the Senior Secured Revolving Credit Facility in respect of the unutilized commitments thereunder. The commitment fee rate will be reduced to 0.375% subject to our achieving a consolidated net first lien leverage to consolidated EBITDA ratio of 3.25 to 1.0 on a given date. We are also required to pay customary letter of credit fees.

Prepayments

The Senior Secured Credit Facilities require us to prepay outstanding term loans, subject to certain exceptions, with:

•: 50% of our annual Excess Cash Flow (as defined in the Senior Secured Credit Agreement) commencing with the first full fiscal year of the borrower following the date of the closing of the PRA Acquisition and the RPS Acquisition (which percentage will be reduced to 25% and 0% if PRA Holdings achieves a consolidated net first lien leverage to consolidated EBITDA ratio of less than or equal to 3.75 to 1.0, but greater than 3.25 to 1.0 on the date of prepayment for the most recent test period);
•: 100% of the net cash proceeds of insurance proceeds of proceeds of a condemnation award in respect of any casualty to any equipment, fixed assets or real property;
•: 100% of the net cash proceeds of permitted sale leasebacks; and
•: 100% of the net cash proceeds of certain non-ordinary course asset sales or other dispositions of property in excess of $20.0 million and subject to our right to reinvest the proceeds within 450 days following receipt of the net cash proceeds of such disposition.

The foregoing mandatory prepayments will be applied first to accrued interest and fees and second, to the scheduled installments of principal of the Senior Secured Credit Facilities in direct order of maturity.

We may voluntarily repay outstanding loans under the Senior Secured Credit Facilities at any time without premium or penalty (other than as set forth in the immediately succeeding paragraph), subject to reimbursements of the lenders' redeployment costs actually incurred in the case of a prepayment of LIBOR borrowings other than on the last day of the relevant interest period.

In addition, on or prior to September 24, 2014, if we prepay any term loans outstanding under our Senior Secured Credit Facilities, such prepayment will be subject to a 1.00% premium. Amortization and Final Maturity.

The Senior Secured Term Loan Facility amortizes in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of the Senior Secured Term Loan Facility, with the balance being payable on the date that is on or about September 23, 2020. Principal amounts outstanding under the Senior Secured Revolving Credit Facility are due and payable in full at maturity, on or about September 23, 2018.

Guarantee and Security

All obligations of the borrower under the Senior Secured Credit Facilities are unconditionally guaranteed by us and all our material, wholly-owned U.S. restricted subsidiaries, with customary exceptions including where providing such guarantees is not permitted by law, regulation or contract or would result in material adverse tax consequences.

All obligations of the borrower under the Senior Secured Credit Facilities, and the guarantees of such obligations, are secured, subject to permitted liens and other exceptions, by substantially all of the assets of the borrower and each guarantor, including but not limited to: (i) a perfected pledge of all of the capital stock issued by the borrower and each guarantor and (ii) perfected security interests in substantially all other tangible and intangible assets of the borrower and the guarantors (subject to certain exceptions and exclusions).

Table of Contents

Certain Covenants and Events of Default

The Senior Secured Credit Facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our ability to:

•: incur additional indebtedness and guarantee indebtedness;
•: enter into sale-leaseback transactions
•: create or incur liens;
•: engage in mergers or consolidations;
•: sell, transfer or otherwise dispose of assets;
•: restrict distributions to the borrower or restricted subsidiaries from their subsidiaries;
•: engage in certain transactions with affiliates;
•: pay certain dividends and distributions or repurchase our capital stock;
•: make investments, loans or advances, prepayments of junior financings or other restricted payments; and
•: change the conduct of business.

Our Senior Secured Credit Facilities contain customary events of default (subject to exceptions, thresholds and grace periods), including, without limitation: (i) nonpayment of principal or interest; (ii) failure to perform or observe covenants; (iii) inaccuracy or breaches of representations and warranties; (iv) cross-defaults with certain other indebtedness; (v) certain bankruptcy related events; (vi) impairment of certain security interests in collateral, guarantees or invalidity or unenforceability of certain senior secured credit facility documents; (vii) monetary judgment defaults; (viii) certain ERISA matters; and (ix) certain change of control events.

In addition, the Senior Secured Revolving Credit Facility requires us to maintain a consolidated net first lien leverage to consolidated EBITDA ratio of 7.5 to 1.0 for any four consecutive fiscal quarters for which financial statements have been provided to the administrative agent as required by the Senior Secured Credit Agreement, when loans plus letters of credit under the Senior Secured Revolving Credit Facility (excluding (i) letters of credit existing on the date of the closing of the Senior Secured Credit Facilities and any extensions thereof, replacement letters of credit or letters of credit issued in lieu thereof, in each case, to the extent the face amount of such letters of credit is not increased above the face amount of the letter of credit being extended, replaced or substituted and (ii) other non-cash collateralized letters of credit in an aggregate amount not to exceed $15 million) are or would be outstanding in an amount exceeding 30.0% of the total facility amount under the Senior Secured Revolving Credit Facility.

The Senior Secured Credit Facilities also contain certain customary affirmative covenants and events of default, including a change of control.

Senior Notes

PRA Holdings has $375.0 million aggregate principal amount of 9.5% senior notes due 2023 outstanding, which mature on October 1, 2023, pursuant to the indenture. Interest on the notes is payable on April 1 and October 1 of each year. We intend to use a portion of the net proceeds of this offering to redeem $150.0 million aggregate principal amount of the Senior Notes at a redemption price equal to 109.5% of the face amount of such notes, plus accrued and unpaid interest.

Redemption

On or prior to October 1, 2016, under certain circumstances, we may redeem up to 40% of the aggregate principal amount of the Senior Notes at a redemption price of 109.5% plus accrued and unpaid interest to the redemption date using the proceeds of certain equity offerings, including this initial public offering of our common stock,

On or prior to October 1, 2018, we may redeem the Senior Notes, in whole or in part, at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest to the redemption date plus a make-whole premium as set forth in the indenture governing the Senior Notes.

Table of Contents

After October 1, 2018, we may redeem the Senior Notes, in whole or in part, at redemption prices specified in the indenture governing the Senior Notes.

Change of Control

Upon the occurrence of a change of control, which is defined in the indenture, each holder of the notes has the right to require PRA Holdings to repurchase some or all of such holder's notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the repurchase date.

Covenants

The indenture contains covenants limiting, among other things, PRA Holdings' ability and the ability of its restricted subsidiaries to (subject to certain exceptions):

•: incur additional debt or issue certain preferred shares;
•: pay dividends on or make other distributions in respect of capital stock, purchase or redeem equity interests of the issuer, prepay or repurchase subordinated indebtedness, make certain investments;
•: sell or transfer certain assets;
•: create liens on certain assets to secure debt;
•: consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
•: enter into certain transactions with affiliates; and
•: designate subsidiaries as unrestricted subsidiaries.

Events of Default

The indenture also provides for events of default which, if any of them occurs, would permit or require the principal of and accrued interest on the notes to become or to be declared due and payable, including without limitation: (i) nonpayment of principal or interest; (ii) failure to perform or observe covenants; (iii) cross-defaults with certain other indebtedness; (iv) certain bankruptcy related events; (v) impairment of certain security interests in collateral, guarantees or invalidity or unenforceability of certain senior secured credit facility documents; and (vi) monetary judgment defaults.

Covenant Compliance EBITDA

We present Covenant Compliance EBITDA because we believe it is an important supplemental measure relating to our financial condition as it is used in certain covenants in the credit agreement governing our Senior Secured Credit Facilities and the indenture governing the Senior Notes. Covenant Compliance EBITDA, which is not a financial measure presented under GAAP, reflects adjustments to Adjusted EBITDA permitted under the credit agreement and the indenture. Under the terms of the credit agreement, we are required under certain circumstances to maintain a consolidated net first lien leverage ratio of 7.5 to 1.0. Additionally, under the terms of the credit agreement and the indenture, our ability to engage in certain transactions, such as incurring additional indebtedness, making investments and paying dividends, remains tied to a leverage or fixed charge ratio based on Covenant Compliance EBITDA. Our ability to satisfy the requirements of these covenants in future periods will depend on events that may be beyond our control, and we cannot assure you that we will be able to do so. A breach of any of these covenants in the future could result in a default under, or an inability to undertake certain activities in compliance with, the credit agreement and the indenture. We caution investors that Covenant Compliance EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers and analysts present Covenant Compliance EBITDA in the same manner.

Table of Contents

Set forth below is a reconciliation of net loss to Covenant Compliance EBITDA.

	Last Twelve Months Ended June 30, 2014 (Non-GAAP) (a)

	(unaudited)
Net loss	$	(106,901	)
Depreciation and amortization		82,803
Interest expense, net		76,937
Benefit from income taxes		(51,438	)


EBITDA		1,401
Management fees ^(b)		2,077
Stock-based compensation expense ^(c)		10,818
Loss on modification or extinguishment of debt ^(d)		28,632
Foreign currency transaction loss, net ^(e)		21,116
Other income, net ^(f)		(770	)
Equity in losses of unconsolidated joint ventures		1,550
Transaction and acquisition related costs ^(g)		82,390
Severance and restructuring charges ^(h)		4,576
Non-cash rent adjustment ⁽ⁱ⁾		1,301
Other one-time charges ^(j)		368


Adjusted EBITDA	$	153,459
Cost Savings ^(k)		12,200
Pro forma Acquisition Adjustment ^(l)		5,218
Acquisition Synergies ^(m)		11,621


Covenant Compliance EBITDA	$	182,498

(a): The last twelve months ended June 30, 2014 results are derived using an arithmetical combination of the Predecessor and Successor results constituting the twelve month period presented. Specifically, the results are derived by taking the Predecessor period results from January 1, 2013 to September 22, 2013 less Predecessor period results from January 1, 2013 to June 30, 2013 plus Successor period results from September 23, 2013 to December 31, 2013 plus Successor period results from January 1, 2014 to June 30, 2014.
(b): We have historically paid management fees to affiliates of our investors. These fees will terminate upon completion of this offering. Please see "Certain Relationships and Related Person Transactions — Arrangements with KKR — Monitoring Agreement" for further discussion on the termination of the agreement.
(c): Stock-based compensation expense represents the amount of non-cash expense related to the company's equity compensation programs. This amount also includes incremental stock-based compensation expense of $2.9 million from July 1, 2013 to September 22, 2013 recorded in connection with the December 2012 and February 2013 modifications of equity awards. During December 2012 and February 2013, the Predecessor Company paid dividends to all shareholders and made related payments to holders of vested service-based options. The decision to provide cash payments to option holders to prevent the shareholder dividend from being dilutive to such option holders represented a modification of the options. In addition, the period from July 1, 2013 to September 22, 2013 includes $5.7 million related to the acceleration of expense associated with the KKR Transaction.
(d): Loss on modification or extinguishment of long-term debt relates to costs incurred in connection with the repricing of our long-term debt of $7.2 million for the period from September 23, 2013 through December 31, 2013, and $1.4 million for the six months ended June 30, 2014, and $20.0 million related to the extinguishment of our debt in connection with the KKR Transaction.
(e): Foreign currency transaction loss (gain), net primarily relates to gains or losses that arise in connection with the revaluation of short-term inter-company balances between our domestic and international subsidiaries. In addition, this amount includes gains or losses from foreign currency transactions, such as those resulting from the settlement of third-party accounts receivable and payables denominated in a currency other than the local currency of the entity making the payment.
(f): Other (income) expense, net represents income and expense that are non-operating and expenses whose fluctuation from period-to-period do not necessarily correspond to changes in our operating results.

Table of Contents

(g): Transaction and acquisition related costs primarily relate to costs incurred in connection with due diligence performed in connection with contemplated acquisitions; the closing of the KKR Transaction and the CRI Lifetree Acquisition; and the integration of ClinStar, RPS and CRI Lifetree acquisitions. The integration costs primarily consist of professional fees, rebranding costs, the elimination of redundant facilities and any other costs incurred directly related to the integration of these acquisitions. In addition, transaction and acquisition related costs include costs incurred by PRA that are related to its 2013 withdrawn IPO.
(h): Represents amounts incurred in connection with the elimination of redundant positions within the organization.
(i): The Company has escalating leases that require the amortization of rent expense on a straight-line basis over the life of the lease. The non-cash rent adjustment represents the difference between rent expense recorded in the Company's consolidated statement of operations and the amount of cash actually paid.
(j): Represents charges incurred that are not considered part of our core operating results.
(k): Represents cost savings expected to be realized by us of $5.4 million related to offshoring of non-client facing positions, $3.2 million of productivity improvements, $2.6 million in procurement savings and $1.0 million from reduced IT spend.
(l): Represents EBITDA attributable to RPS and CRI Lifetree prior to being acquired by us.
(m): Represents the unrealized cost synergies related to the RPS and CRI Lifetree acquisitions. Our original acquisition synergies expectation for RPS was $20.0 million, consisting of $8.9 million to eliminate overlapping roles in selling, general and administrative functions, $4.9 million for the rationalization of duplicative office space and the consolidation of marketing, audit and legal spend, $3.8 million related to the elimination of redundant clinical operations and rationalization of duplicative independent contractors and $3.4 million from the staffing of unutilized RPS full time employees on PRA projects. Our original acquisition synergies expectation for CRI Lifetree was $1.2 million related to the elimination of duplicative executive headcount.

Table of Contents

Our covenant requirements and actual ratios for the twelve months ended June 30, 2014 are as follows:

	Covenant Requirement

Senior Secured Credit Facilities
Net First Lien Leverage Ratio ⁽¹⁾	7.50 to 1.00	4.52	x
Net Total Leverage Ratio ⁽²⁾	Various	6.58	x
Fixed Charge Coverage Ratio ⁽³⁾	2.00 to 1.00	2.40	x
Senior Notes ⁽³⁾
Fixed Charge Coverage Ratio ⁽³⁾	2.00 to 1.00	2.22	x

(1): Pursuant to the terms of our credit agreement, to the extent outstanding loans and letters of credit under our Senior Secured Revolving Credit Facility (excluding letters of credit that existed at the closing of the Senior Secured Credit Facilities, cash collateralized letters of credit and other letters of credit in an amount not to exceed $15.0 million) exceed 30% of the aggregate commitments thereunder, we are required to maintain a ratio of Net First Lien Secured Debt to Covenant Compliance EBITDA of no greater than 7.50 to 1.00. Net First Lien Secured Debt is defined as our aggregate consolidated indebtedness secured by liens on a pari passu basis with the liens securing the obligations under the Senior Secured Credit Facilities, less the aggregate amount of all cash and cash equivalents that are not subject to any liens other than permitted liens. Net First Lien Secured Debt to Covenant Compliance EBITDA is also used to determine the pricing of borrowings under our Senior Secured Revolving Credit Facilities, as well as to determine whether we can engage in certain transactions.
(2): The Net Total Leverage Ratio is not a financial covenant but governs our ability to engage in certain transactions. The Net Total Leverage Ratio is calculated by dividing consolidated total debt less the aggregate amount of all cash and cash equivalents that are not subject to any liens other than permitted liens by Covenant Compliance EBITDA.
(3): The Fixed Charge Coverage Ratio is not a financial covenant but governs our ability to engage in certain transactions. The Fixed Charge Coverage Ratio is calculated by dividing Covenant Compliance EBITDA by consolidated fixed charges. Fixed charges is calculated by adding consolidated interest expense and certain cash dividend payments. The Senior Secured Credit Facilities exclude non-cash interest expense from fixed charges, however.

Contractual Obligations and Commercial Commitments

The following table summarizes our future minimum payments for all contractual obligations and commercial commitments for years subsequent to the year ended December 31, 2013:

	Payments Due by Period

	Less than One Year			1-3 Years			3-5 Years			More than 5 Years			Total
*(In thousands)*
Long-term debt, including interest payments ⁽¹⁾	$	88,142		$	177,366		$	175,562		$	1,460,702		$	1,901,772
Service purchase commitments ⁽²⁾		12,281			5,664			50			—			17,995
Operating leases		37,942			50,888			32,617			35,696			157,143
Less: sublease income		(1,436	)		(1,419	)		(657	)		(832	)		(4,344	)
Management fee ⁽³⁾		2,100			—			—			—			2,100
Uncertain income tax positions ⁽⁴⁾		1,538			—			—			—			1,538
Customer dispute settlement ⁽⁵⁾		4,500			3,000			1,500			—			9,000


Total	$	145,067		$	235,499		$	209,072		$	1,495,566		$	2,085,204

(1): Principal payments are based on the terms contained in our credit agreement. Interest payments are based on the interest rate in effect on December 31, 2013.
(2): Service purchase commitments are defined as agreements to purchase goods or services that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased.

Table of Contents

(3): Management fee represents the fee paid to KKR. This management fee is paid annually and in equal quarterly installments. The management fee agreement remains in effect from year to year unless amended or terminated by mutual agreement. However, this agreement terminates upon a change in control and would result in a one-time termination payment of $22.7 million, which is has not been included in the above table.
(4): As of December 31, 2013, our liability related to uncertain income tax positions was approximately $11.2 million, of which $9.7 million has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in timing of the settlement of the income tax positions.
(5): On May 5, 2014, we reached a settlement in the amount of $9.0 million related to a customer dispute. The $9.0 million is payable in installments through December 31, 2017.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements. The term "off-balance sheet arrangement" generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have any obligation arising under a guarantee contract, derivative instrument or variable interest or a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.

JOBS Act

On April 5, 2012, the Jumpstart Our Business Startups Act, or the JOBS Act, was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for an "emerging growth company."

We are irrevocably electing not to take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. However, we are in the process of evaluating the benefits of relying on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if as an "emerging growth company" we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404, and (ii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions will apply for a period of five years following the completion of our initial public offering or until we no longer meet the requirements of being an "emerging growth company," whichever is earlier.

Recent Accounting Pronouncements

In May 2014, the FASB issued an Accounting Standards Update, or ASU, No. 2014-09, "Revenue from Contracts with Customers," to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. We are currently assessing the potential impact of this ASU on its consolidated financial statements.

Critical Accounting Policies and Estimates

In preparing our financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates. We believe that the following are some of the more critical judgment areas in the application of our accounting policies that affect our financial condition and results of operations. We have discussed the application of these critical accounting policies with our board of directors.

Table of Contents

Revenue Recognition

The majority of our service revenue is recorded regionally on a proportional performance basis. Revenue for service is recognized only after persuasive evidence of an arrangement exists, the sales price is determinable and collectability is reasonably assured. To measure performance, we compare direct costs incurred to estimated total contract direct costs through completion. We believe this is the best indicator of the performance of the contract obligations because the costs relate to the amount of labor hours incurred to perform the service. Direct costs are primarily comprised of labor overhead related to the delivery of services. Each month we accumulate costs on each project and compare them to the total current estimated costs to determine the proportional performance. We then multiply the proportion completed by the contract value to determine the amount of revenue that can be recognized. Each month we review the total current estimated costs on each project to determine if these estimates are still accurate and, if necessary, we adjust the total estimated costs for each project. During our monthly contract review process, we review each contract's performance to date, current cost trends, and circumstances specific to each study. The original or current cost estimates are reviewed and if necessary the estimates are adjusted and refined to reflect any changes in the anticipated performance under the study. In the normal course of business, we conduct this review each month in all service delivery locations. As the work progresses, original estimates might be deemed incorrect due to, among other things, revisions in the scope of work or patient enrollment rate, and a contract modification might be negotiated with the customer to cover additional costs. If not, we bear the risk of costs exceeding our original estimates. Management assumes that actual costs incurred to date under the contract are a valid basis for estimating future costs. Should management's assumption of future cost trends fluctuate significantly, future margins could be reduced. In the past, we have had to commit unanticipated resources to complete projects, resulting in lower margins on those projects. Should our actual costs exceed our estimates on fixed price contracts, future margins could be reduced, absent our ability to negotiate a contract modification. We accumulate information on each project to refine our bidding process. Historically, the majority of our estimates and assumptions have been materially correct, but these estimates might not continue to be accurate in the future.

Allowance for Doubtful Accounts

Included in "Accounts receivable and unbilled services, net" on our consolidated balance sheets is an allowance for doubtful accounts. Generally, before we do business with a new client, we perform a credit check, as our allowance for doubtful accounts requires that we make an accurate assessment of our customers' creditworthiness. Approximately 20-30% of our client base is emerging biotech companies, creating a heightened risk related to the creditworthiness for a portion of our client base. We manage and assess our exposure to bad debt on each of our contracts. We age our billed accounts receivable and assess exposure by client type, by aged category, and by specific identification. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Historically, we have not had any write-offs in excess of our allowance. If at December 31, 2013, our aged accounts receivable balance greater than 90 days were to increase by 10% (for the U.S. operations), no material adjustments to bad debt expense would be required.

Income Taxes

Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of our effective tax rate and, consequently, our operating results. We consider many factors when evaluating and estimating our tax positions and tax benefits, which may require periodic adjustments and may not accurately anticipate actual outcomes.

We have to use estimates and judgments in calculating certain tax liabilities and determining the recoverability of certain deferred tax assets, which arise from net operating losses, tax credit carry forwards and temporary differences between the tax and financial statement recognition of revenue and expense. We are also required to reduce our deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

Table of Contents

In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent fiscal years and our forecast of future taxable income on a jurisdiction-by-jurisdiction basis. In determining future taxable income, assumptions include the amount of state, federal and international pretax operating income, international transfer pricing policies, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we use to manage the underlying businesses. Based on our analysis of the above factors, we determined that a valuation allowance of $6.1 million was required as of June 30, 2014 relating to certain foreign and state tax credits, U.S. capital loss carryforward and state tax credit carryforwards. Changes in our assumptions could result in an adjustment to the valuation allowance, up or down, in the future.

In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations in a multitude of jurisdictions. We determine our liability for uncertain tax positions globally under the provisions in Financial Accounting Standards Board's Accounting Standards Codification Topic 740, Income Taxes. As of June 30, 2014, we had recorded a liability for uncertain tax positions of $11.2 million. If events occur such that payment of these amounts ultimately proves to be unnecessary, the reversal of liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. If our calculation of liability related to uncertain tax positions proves to be more or less than the ultimate assessment, a tax expense or benefit to expense, respectively, would result. The total liability reversal that could affect the tax rate is $11.2 million.

Stock-Based Compensation

In accordance with the Financial Accounting Standards Board's Accounting Standards Codification Topic 718, Stock Compensation, as modified and supplemented, we estimate the value of employee stock options on the date of grant using either the Black-Scholes model for all options with a service condition or a Monte Carlo model for options with market and performance conditions. The determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by the stock price of similar entities as well as assumptions regarding a number of highly complex and subjective variables. These variables include the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The Black-Scholes and Monte Carlo models require extensive actual employee exercise behavior data and the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. As a result of our status as a private company for the last several years, we do not have sufficient history to estimate the volatility of our common share price. We calculate expected volatility based on reported data for selected reasonably similar publicly traded companies for which the historical information is available. For the purpose of identifying peer companies, we consider characteristics such as industry, length of trading history, similar vesting terms and in-the-money option status. We plan to continue to use the guideline peer group volatility information until the historical volatility of our common shares is relevant to measure expected volatility for future award grants. The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of our employee stock options. The dividend yield assumption is based on the history and expectation of dividend payouts. As stock-based compensation expense recognized in the consolidated statement of comprehensive income is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. Current accounting guidance requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Stock-based compensation expense recognized for six months ended June 30, 2014 and 2013 was $1.8 million and $15.7 million, respectively. Stock-based compensation expense was $0.1 million for the Successor period from September 23, 2013 to December 31, 2013, $24.6 million for the Predecessor period from January 1, 2013 to September 22, 2013 and $11.6 million for the year ended December 31, 2012. Stock-based compensation expense for the year ended December 31, 2012 included $10.1 million

Table of Contents

related to the modification of vested options previously granted to our employees, which resulted from the payment of cash to holders of these options. The decision to pay such amounts was discretionary and made by our board of directors after the payment of a cash dividend to our stockholders.

In determining our estimated stock-based compensation expense, our assessment of the forfeiture rate, volatility, and expected term of the equity instrument impacts the related option expense after the equity instrument is issued. Volatility is based upon overall industry experience. For those options valued using the Black-Scholes model, the expected term is based upon the guidance provided by the FASB. For those options with a market condition valued under the Monte Carlo model, the expected term varies depending on the target stock price that triggers vesting. Forfeitures are based on our company experience.

The following table presents the assumptions used in the Black-Scholes option-pricing model.

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Weighted-average fair value of options granted	$	5.04		$	4.55		$	4.56
Risk-free interest rate		2.2	%		1.3	%		1.4	%
Expected life, in years		6.50			7.00			7.00
Dividend yield		N/A			N/A			N/A
Volatility		39.7	%		41.2	%		41.7	%

The following table presents the grant dates, number of options and related exercise prices of awards granted to employees and non-employee directors, from January 1, 2013 through June 30, 2014, as well as the estimated fair value of the underlying common shares on the grant date.

Date of Issuance	Nature of Issuance		Exercise Price Per Share		Per Share Estimated Fair Value of Common Stock		Per Share Weighted Average Estimated Fair Value of Options

March 4, 2013	Option grant	115,000	$	10.34	$	10.34	$	4.55
December 20, 2013	Option grant	4,762,377		11.73		11.73		5.04

The estimated fair value per common share in the table above represents the determination by our board of directors of the fair value of our common shares as of the date of grant.

Due to the absence of an active market for our common shares, the fair value of our common shares for purposes of determining the exercise price for award grants was determined in good faith by our board of directors, with the assistance and upon the recommendation of management based on a number of market factors, including:

•: the illiquid nature of common shares in a private company;
•: our results of operations and financial position; and
•: the market performance of publicly traded companies comparable to us.

Table of Contents

Valuation Methodology

In establishing the exercise price, in addition to the objective and subjective factors discussed above, our board of directors also considered the most recent available common share valuation. The timing of the valuations performed relative to the date of grant was as described below:

With respect to the March 4, 2013 grant, in arriving at a per share estimated fair value, we considered (i) our historical financial information for the year ended December 31, 2012, (ii) our projected financial information for the year ended December 31, 2013 and (iii) changes in our business since December 2012, including the dividend we issued to our shareholders. We performed the valuation by identifying a group of public-company peers, analyzing the multiples of EBITDA at which their common stock traded and applying the derived multiple to our EBITDA to arrive at an implied enterprise value. We then reduced the implied enterprise value by our net debt and a discount rate, due to the illiquid nature of our common stock, to arrive at an equity value. We then divided this equity value by the number of shares outstanding to arrive at an implied price per share of $13.17. As a result of the February 2013 dividend issued to our shareholders, we reduced the implied price per share of $13.17 by the $2.83 dividend to arrive at per share estimated fair value of common stock of $10.34. For the purpose of identifying peer companies, we selected reasonably similar publicly-traded companies for which current financial information was available.

With respect to the December 20, 2013 grant, we determined that the fair value of our common stock was the per share purchase price paid by KKR in the KKR Transaction (or $11.73 per share), which our board of directors and management concluded was an arm's-length third-party transaction that independently established a fair value. Finally, the board of directors and management reviewed its financial projection and changes in the business after the date of the KKR Transaction and determined that a change in the per share fair value was not required.

The difference in the value per share when comparing the March 4, 2013 grant to the December 20, 2013 grant was impacted by the different number of shares used in calculating the per share estimated fair value in March 2013 and December 2013. In March 2013, the denominator used in the fair market value per share determination was approximately 41.5 million shares and in December 2013, the denominator used in the fair market value per share determination was approximately 40.3 million shares.

Long-Lived Assets, Goodwill and Indefinite-Lived Intangible Assets

As a result of our acquisitions we have recorded goodwill and other identifiable finite and indefinite-lived acquired intangibles. The identification and valuation of these intangible assets at the time of acquisition require significant management judgment and estimates.

We review long-lived asset groups for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group might not be recoverable. If indicators of impairment are present, we evaluate the carrying value of property and equipment in relation to estimates of future undiscounted cash flows. As a result of our acquisitions we have recorded goodwill and other identifiable finite and indefinite-lived acquired intangibles. The identification and valuation of these intangible assets at the time of acquisition require significant management judgment and estimates. In connection with the acquisition of PRA by KKR on September 23, 2013, the purchases of ClinStar on February 28, 2013, and RPS on September 23, 2013, valuations were completed, and value was assigned to identifiable intangible assets, indefinite-lived intangible assets and goodwill, based on the purchase price of the transactions. The valuation for CRI Lifetree has not been completed; however, we have preliminary allocated values to certain intangibles.

We test goodwill for impairment on at least an annual basis by comparing the carrying value to the estimated fair value of our reporting units. On October 1, 2013, we reviewed goodwill for impairment and our analysis indicated that the fair value of goodwill exceeded the carrying value and, therefore, no impairment exists. Due to the limited amount of time between the valuation date and the impairment testing date there was a minimal difference between the fair value and carrying value of goodwill. The

Table of Contents

measure of goodwill impairment, if any, would include additional fair market value measurements, as if the reporting unit was newly acquired. This model utilizes a discounted cash flow analysis utilizing the expected future in-flows and out-flows of our business and an appropriate discount rate.

We test indefinite lived intangible assets, principally trade names, on at least an annual basis by comparing the fair value of the trade name to our carrying value. On October 1, 2013, we reviewed our indefinite lived intangible assets for impairment and our analysis indicated a fair value in excess of book value. This model utilizes a discounted cash flow analysis utilizing the expected future in-flows and out-flows of our business and an appropriate discount rate.

This process is inherently subjective and dependent upon the estimates and assumptions we make. In determining the expected future cash flows of our company, we assume that we will continue to enter into new contracts, execute the work on these contracts profitably, collect receivables from customers, and thus generate positive cash flows. In addition, our analysis could be impacted by future adverse change such as future declines in our operating results, a further significant slowdown in the worldwide economy or pharmaceutical and biotechnology industry or failure to meet the performance projections included in our forecast.

Fair Value Measurements

We record certain assets and liabilities at fair value. Fair value is defined as a price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair value is further described in Note 4 to our audited consolidated financial statements included in this prospectus.

Fair Value Measurements on a Recurring Basis

At June 30, 2014 and December 31, 2013, we used Level 3 inputs to measure liabilities totaling $3.3 million and $3.0 million, respectively. This liability relates to contingent consideration issued in connection with our acquisition of ClinStar. No other liabilities or assets are remeasured at fair value.

Inflation

Our long-term contracts, those in excess of one year, generally include an inflation or cost of living adjustment for the portion of the services to be performed beyond one year from the contract date. As a result, we expect that inflation generally will not have a material adverse effect on our operations or financial condition. Historically our projection of inflation contained within our contracts has not significantly impacted our operating income. Should inflation be in excess of the estimates within our contracts our operating margins would be negatively impacted if we were unable to negotiate contract modifications with our clients.

Potential Liability and Insurance

Our clients provide us with contractual indemnification for all of our service related contracts. In addition, we attempt to manage our risk of liability for personal injury or death to patients from administration of products under study through measures such as stringent operating procedures and insurance. We monitor our clinical trials in a manner designed to ensure compliance with government regulations and guidelines. We have adopted global standard operating procedures intended to satisfy regulatory requirements in the United States and in many foreign countries and serve as a tool for controlling and enhancing the quality of our clinical trials. We currently maintain professional liability insurance coverage with limits we believe are adequate and appropriate. If our insurance coverage is not adequate to cover actual claims, or if insurance coverage does not continue to be available on terms acceptable to us, our business, financial condition, and operating results could be materially harmed. Historically we have experienced infrequent and immaterial claims. Should a material claim arise that exceeds our insurance coverage levels, there would be a dollar for dollar impact to operating income for the amount in excess of our insurance coverage.

Table of Contents

Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market rates and prices, such as foreign currency exchange rates, interest rates and other relevant market rate or price changes. In the ordinary course of business, we are exposed to various market risks, including changes in foreign currency exchange rates and interest rates, and we regularly evaluate our exposure to such changes. Our overall risk management strategy seeks to balance the magnitude of the exposure and the cost and availability of appropriate financial instruments.

Interest Rate Risk

We are subject to market risk associated with changes in interest rates. Our Senior Secured Term Loan Facility is subject to interest rates based on LIBOR, subject to a 1.0% LIBOR floor, plus an applicable margin of 3.5%. Our senior secured revolving credit facility is subject to interest rates based on LIBOR, plus an applicable margin of 4.00% per annum. At December 31, 2013, we had $887.8 million outstanding under our Senior Secured Term Loan Facility and $10.0 million outstanding under our Senior Secured Revolving Credit Facility subject to these variable interest rates. Each quarter percentage point increase in LIBOR above the libor floor would change our interest expense by approximately $2.2 million. In October 2013, we entered into an interest rate cap with an aggregate notional principal amount of $800.0 million. The interest rate cap is effective in September 23, 2014 and will be used to hedge the variable rate on our Senior Secured Credit Facility should LIBOR rise above 4.00%. In addition, we also entered into interest rate swap agreements with an aggregate notional principal amount of $620.0 million. The swaps will be used to hedge the variable rate on our Senior Secured Credit Facility and mature at various dates ranging from three to seven years.

Foreign Exchange Risk

Since we operate on a global basis, we are exposed to various foreign currency risks. First, our consolidated financial statements are denominated in U.S. dollars, but a significant portion of our revenue is generated in the local currency of our foreign subsidiaries. Accordingly, changes in exchange rates between the applicable foreign currency and the U.S. dollar will affect the translation of each foreign subsidiary's financial results into U.S. dollars for purposes of reporting consolidated financial results. A hypothetical change of 10% in average exchange rates used to translate all foreign currencies to U.S. dollars would have impacted income before income taxes by approximately $15.1 million for the year ended December 31, 2013. The process by which each foreign subsidiary's financial results are translated into U.S. dollars is as follows: income statement accounts are translated at average exchange rates for the period; balance sheet asset and liability accounts are translated at end of period exchange rates; and equity accounts are translated at historical exchange rates. Translation of the balance sheet in this manner affects the stockholders' equity account, referred to as the cumulative translation adjustment account. This account exists only in the foreign subsidiary's U.S. dollar balance sheet and is necessary to keep the foreign balance sheet stated in U.S. dollars in balance. To date such cumulative translation adjustments have not been material to our consolidated financial position.

In addition, two specific risks arise from the nature of the contracts we enter into with our clients, which from time to time are denominated in currencies different than the particular subsidiary's local currency. These risks are generally applicable only to a portion of the contracts executed by our foreign subsidiaries providing clinical services. The first risk occurs as revenue recognized for services rendered is denominated in a currency different from the currency in which the subsidiary's expenses are incurred. As a result, the subsidiary's earnings can be affected by fluctuations in exchange rates.

The second risk results from the passage of time between the invoicing of clients under these contracts and the ultimate collection of client payments against such invoices. Because the contract is denominated in a currency other than the subsidiary's local currency, we recognize a receivable at the time of invoicing for the local currency equivalent of the foreign currency invoice amount. Changes in exchange rates from the time the invoice is prepared until payment from the client is received will result in our receiving either more or

Table of Contents

less in local currency than the local currency equivalent of the invoice amount at the time the invoice was prepared and the receivable established. This difference is recognized by us as a foreign currency transaction gain or loss, as applicable, and is reported in other expense or income in our consolidated statements of operations. Historically, fluctuations in exchange rates from those in effect at the time contracts were executed have not had a material effect on our consolidated financial results.

Changes in Accounting Firm Relationships

We terminated PricewaterhouseCoopers LLP as our independent registered public accounting firm on September 23, 2013, and therefore the firm was not asked to report on our financial statements for the period from January 1, 2013 to September 22, 2013 and for the period from September 23, 2013 to December 31, 2013. Our board of directors approved our change in accountants. The reports of PricewaterhouseCoopers LLP on our financial statements for the fiscal years ended December 31, 2011 and 2012 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. During the fiscal years December 31, 2011 and 2012 and through September 23, 2013 there were no disagreements with PricewaterhouseCoopers LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which if not resolved to the satisfaction of PricewaterhouseCoopers LLP would have caused PricewaterhouseCoopers LLP to make reference thereto in their reports on our financial statements for such years.

We subsequently engaged Deloitte & Touche LLP as our independent registered public accounting firm in October 2013. Our audit committee of our board of directors approved this engagement. Prior to PricewaterhouseCoopers LLP's termination and prior to the appointment of Deloitte & Touche LLP, we did not consult with Deloitte & Touche LLP regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinion that might be rendered on our financial statements.

Dividend History

Dividends paid (including the related payments to holders of options) during the Successor 2013 period from September 23, 2013 to December 31, 2013 totaled $4.3 million and dividends paid during the Predecessor 2013 period from January 1, 2013 to September 22, 2013 totaled $127.3 million. Dividends paid during the year ended December 31, 2012 (including the related payments to holders of options) totaled $101.6 million. We have not declared or paid dividends during 2014.

Table of Contents

SELECTED HISTORICAL FINANCIAL DATA OF RPS

The following tables set forth RPS's selected historical financial data for the periods ended and as of the dates indicated. We are including RPS's selected historical financial data to allow for the comparison of the company's predecessor business to the company's successor business. The selected consolidated statements of operations data presented below for the period from January 1 through February 17, 2011 and the period from February 18, 2011 through December 31, 2011, and the fiscal year ended December 31, 2012, and the balance sheet data as of December 31, 2011 and 2012 have been derived from RPS's audited consolidated financial statements included elsewhere in this prospectus. The selected consolidated financial information for the fiscal years ended and as of December 31, 2009 and 2010 have been derived from RPS's audited consolidated financial statements not included in this prospectus.

The selected historical condensed consolidated financial data presented below as of June 30, 2013 and for the six months ended June 30, 2012 and 2013 have been derived RPS's unaudited condensed consolidated financial statements included elsewhere in this prospectus. The unaudited historical financial data have been prepared on a basis consistent with RPS's audited consolidated financial statements. In the opinion of RPS management, such unaudited financial data contain all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of such unaudited condensed consolidated financial data. RPS's historical operating results are not necessarily indicative of future operating results for this business in the Company's consolidated results, and the results of operations for interim periods presented are not necessarily indicative of the results to be expected for a full year or any future periods.

On December 27, 2010, ReSearch Pharmaceutical Services, Inc., or RPS, Inc., entered into an agreement and plan of merger with Roy RPS Holding Corp., or Roy, a Delaware corporation affiliated with Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners, which we collectively refer to as Warburg Pincus, and RPS Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Roy. Prior to the consummation of the transactions contemplated by the merger agreement, RPS Parent Holding Corp., a Delaware corporation, was formed and acquired all of the issued and outstanding capital stock of Roy. On February 18, 2011, RPS Merger Sub, Inc. merged with and into RPS, Inc., with RPS, Inc. surviving the merger as a wholly-owned subsidiary of Roy. As a result in this section only, "Predecessor" refers to RPS, Inc. prior to the consummation of the merger on February 18, 2011 and "Successor" refers to RPS Parent Holding Corp. following the consummation of the merger on February 18, 2011.

You should read the following data together with the more detailed information contained in "Unaudited Pro Forma Consolidated Financial Statements," "Selected Historical Consolidated Financial Data of PRA," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and RPS's consolidated financial statements and the accompanying notes appearing elsewhere in this prospectus.

Table of Contents

																Six Months Ended June 30,

	Predecessor									Successor
	Year Ended December 31, 2009			Year Ended December 31, 2010			Period from January 1 through February 17, 2011			Period from February 18, 2011 through December 31, 2011			Year Ended December 31, 2012			2012			2013			12 Months Ended June 30, 2013
*(In thousands)*
Consolidated statement of operations data:
Revenue:
Service revenue	$	200,472		$	262,932		$	47,194		$	279,493		$	427,092		$	204,405		$	224,004		$	446,691
Reimbursement revenue		23,696			30,219			4,006			30,583			38,791			18,243			19,954			40,502


Total revenue		224,168			293,151			51,200			310,076			465,883			222,648			243,958			487,193
Operating expenses:
Direct costs		144,933			188,623			35,282			208,879			339,801			163,006			177,849			354,644
Reimbursable out-of-pocket costs		23,696			30,219			4,006			30,583			38,791			18,243			19,954			40,502
Selling, general and administrative expenses		44,798			54,761			9,399			57,282			74,411			35,200			38,236			77,447
Transaction costs		—			1,940			2,998			—			—			—			—			—
Depreciation and amortization		3,723			4,629			527			8,033			9,539			4,692			4,356			9,203


Income (loss) from operations		7,018			12,979			(1,012	)		5,299			3,341			1,507			3,563			5,397
Interest expense, net		386			856			80			12,466			16,284			8,004			8,558			16,838
Other (income) expense, net		452			160			122			194			299			39			(107	)		153


Loss (income) before provision for income taxes		6,180			11,963			(1,214	)		(7,361	)		(13,242	)		(6,536	)		(4,888	)		(11,594	)
Provision for (benefit) from income taxes		3,560			6,877			1,233			(1,947	)		(4,753	)		(2,346	)		(2,580	)		(4,987	)


Net (loss) income	$	2,620		$	5,086		$	(2,447	)	$	(5,414	)	$	(8,489	)	$	(4,190	)	$	(2,308	)	$	(6,607	)




Cash flow data:
Net cash (used in) provided by operating activities	$	(744	)	$	5,389		$	(514	)	$	840		$	(2,293	)	$	(7,949	)	$	(4,544	)
Net cash used in investing activities		(3,615	)		(6,640	)		(713	)		(216,791	)		(4,769	)		(2,576	)		(1,008	)
Net cash provided by financing activities		1,311			2,743			8,747			225,969			13,895			12,767			4,436
Other financial data:
RPS Adjusted EBITDA (1)	$	11,338		$	20,015		$	2,702		$	16,474		$	24,656		$	8,579		$	11,670		$	27,747

	Predecessor				Successor

	December 31,								June 30,
	2009		2010		2011		2012		2013
*(In thousands)*
Consolidated balance sheet data (at period end):
Cash and cash equivalents	$	3,468	$	4,695	$	10,049	$	16,903	$	15,720
Accounts receivable, less allowance for doubtful accounts of $398 at December 31, 2009, $646 at December 31, 2010 and 2011, respectively, $826 at December 31, 2012 and $856 at June 30, 2013		54,517		61,978		68,864		93,254		96,098
Property and equipment, net		6,405		6,390		6,113		8,240		7,498
Total assets		96,261		107,617		333,965		355,338		353,924
Total debt		—		—		79,500		76,000		75,000
Shareholder notes		—		—		86,383		105,061		109,873
Total liabilities		49,955		58,223		233,185		261,952		262,593

(1): RPS historically used RPS Adjusted EBITDA to facilitate operating performance comparisons from period to period. In addition, RPS believes that RPS Adjusted EBITDA facilitates company-to-company comparisons by backing out potential differences caused by variations in capital structures (affecting interest expense), taxation, and the age and book depreciation of property and equipment (affecting relative depreciation expense), which may vary for different companies for reasons unrelated to operating performance. RPS further believes that metrics such as RPS Adjusted EBITDA are frequently used by securities analysts, investors, and other interested parties in the evaluation of issuers, many of which present Adjusted EBITDA when reporting their results.

RPS's Adjusted EBITDA is not a measurement of RPS's financial performance under GAAP and should not be considered as an alternative to net income or other performance measures derived in accordance with GAAP, or as an alternative to cash flow from operating activities as measures of RPS's liquidity. RPS Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure either in isolation or as a substitute for analyzing RPS's results as reported under GAAP. Some of these limitations are:

•: RPS Adjusted EBITDA does not reflect changes in, or cash requirements for, working capital needs;
•: RPS Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on debt;
•: RPS Adjusted EBITDA does not reflect tax expense or the cash requirements to pay taxes;
•: RPS Adjusted EBITDA does not reflect historical capital expenditures or future requirements for capital expenditures or contractual commitments;
•: although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and RPS Adjusted EBITDA does not reflect any cash requirements for such replacements; and
•: other companies in the industry may calculate their own adjusted EBITDA differently, limiting its usefulness as a comparative measure.

Because of these limitations, RPS Adjusted EBITDA should not be considered as discretionary cash available to reinvest in the growth of the business or as a measure of cash that will be available to meet obligations.

Table of Contents

Set forth below is the reconciliation of RPS Adjusted EBITDA to net income (loss).

														Six Months Ended June 30,

								Successor
	Predecessor							Successor
	Predecessor							Period from February 18, 2011 through December 31, 2011
	Year Ended December 31, 2009		Year Ended December 31, 2010		Period from January 1 through February 17, 2011			Period from February 18, 2011 through December 31, 2011			Year Ended December 31, 2012			2012			2013			12 Months Ended June 30, 2013
*(In thousands)*
Net income (loss)	$	2,620	$	5,086	$	(2,447	)	$	(5,414	)	$	(8,489	)	$	(4,190	)	$	(2,308	)	$	(6,607	)
Depreciation and amortization		3,723		4,629		527			8,033			9,539			4,692			4,356			9,203
Interest expense, net		386		856		80			12,466			16,284			8,004			8,558			16,838
Provision for (benefit from) income taxes		3,560		6,877		1,233			(1,947	)		(4,753	)		(2,346	)		(2,580	)		(4,987	)
Other expenses (income)		452		160		122			194			299			39			(107	)		153
Stock-based compensation expense		597		467		190			413			474			216			247			505
Severance and restructuring charges (a)		—		—		—			1,186			10,052			1,125			2,672			11,599
Acquisition, transaction and integration costs (b)		—		1,940		2,997			1,543			—			—			—			—
Other one-time charges (c)		—		—		—			—			1,250			1,039			832			1,043


RPS Adjusted EBITDA	$	11,338	$	20,015	$	2,702		$	16,474		$	24,656		$	8,579		$	11,670		$	27,747

(a): Severance and restructuring charges represent amounts incurred related primarily to the elimination of redundant positions within the organization.
(b): Acquisition, transaction and integration costs represent amounts incurred related to the February 2011 acquisition of RPS.
(c): Other one-time charges represent charges incurred that are not considered part of RPS's core operating results.

Table of Contents

BUSINESS

Overview

We are one of the largest CROs in the world by revenue, focused on executing clinical trials on a global basis. Our global clinical development platform includes more than 75 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East and more than 10,000 employees worldwide. Since 2000, we have performed approximately 2,300 clinical trials worldwide, we have worked on more than 100 marketed drugs across several therapeutic areas and conducted the pivotal or supportive trials that led to FDA, or international regulatory approval, of more than 45 drugs. We are focused on further expansion into high growth, emerging markets, which is demonstrated by the formation of our 2012 joint venture with WuXi AppTec (Shanghai) Co. Ltd., or WuXi, a CRO managing clinical trials in Asia, and our 2013 acquisition of ClinStar, LLC, or ClinStar, a CRO managing clinical research trials in Eastern Europe.

Table of Contents

pursue strategic alliances with these large pharmaceutical companies due to our global presence, broad therapeutic expertise and flexible clinical development service offerings.

CRO Industry

CROs provide drug development services, regulatory and scientific support, and infrastructure and staffing support to provide their clients with the flexibility to supplement their in-house capabilities or to provide a fully outsourced solution. The CRO industry has grown from providing limited clinical trial services in the 1970s to a full service industry characterized by broad relationships with clients and by service offerings that encompass the entire drug development process. Today, CROs provide a comprehensive range of clinical services, including protocol design and management and monitoring of Phase I through Phase IV clinical trials, data management, laboratory testing, medical and safety reviews and statistical analysis. In addition, CROs provide services that generate high quality and timely data in support of applications for regulatory approval of new drugs or reformulations of existing drugs as well as new and existing marketing claims. CROs leverage selected information technologies and procedures to efficiently capture, manage and analyze the large streams of data generated during a clinical trial.

Drug development processes

Discovering and developing new drugs is an expensive and time-consuming process and is highly regulated and monitored through approval processes that vary by region. Before a new prescription drug reaches commercialization, it must undergo extensive pre-clinical and clinical testing and regulatory review, to verify that the drug is safe and effective.

A drug is first tested in pre-clinical studies, which can take several years to complete. When a new molecule is synthesized or discovered, it is tested for therapeutic value using various animal and tissue models. If the drug warrants further development, additional studies are completed and an IND is submitted to the FDA. Once the IND becomes effective, the drug may proceed to the human clinical trial phase which generally consists of the following interrelated phases, which may overlap:

Stages of Clinical Development

Table of Contents

Market trends

ISR estimated in the ISR 2014 Market Report that the size of the worldwide CRO market was approximately $22 billion in 2013 and will grow at an 8% CAGR to $32 billion over the next five years. This growth will be driven by an increase in the amount of research and development expenditure and levels of clinical development outsourcing by biopharmaceutical companies.

Increased R&D spending

ISR estimates in the ISR 2014 Market Report that R&D expenditures by biopharmaceutical companies was approximately $240 billion in 2013 and will grow at more than 2% per year over the next five years. Of this amount, approximately $99 billion was spent on development, including $70 billion on Phase I through IV clinical development. Growth drivers of R&D spending among biopharmaceutical companies include the need to replenish lost revenues resulting from the patent expirations of a large number of high-profile drugs in recent years and, a robust capital raising environment among biotechnology companies.

•: Patent Expirations—Since 2012 a significant bolus of branded drugs have lost patent protection which represents in aggregate an estimated $84 billion in revenue. This surge of patent expirations has resulted in the need for biopharmaceutical companies to increase their R&D expenditures to eventually fill this revenue void with new drug approvals.
•: Biotechnology Capital Raising—According to BioWorld, over $23.8 billion has been raised by biotechnology companies for the year to date period ending on September 18, 2014. We believe these biotechnology companies primarily use the capital to fund clinical trials, and due to the general lack of existing infrastructure, these trials are often contracted to CROs. We expect the favorable capital raising environment will continue to be a source of strong growth for R&D spending.

The expected increase in R&D expenditures is supported by the recent increase in IND submissions, which will lead to higher clinical development spending as these compounds move through the drug development process. In 2013, the FDA received approximately 7,000 IND submissions, a 17% increase from the approximately 6,000 IND submissions in 2007.

Higher outsourcing penetration

ISR estimates in the ISR 2014 Market Report that approximately 31% of Phase I through IV of clinical development spend is outsourced to CROs, and the levels of penetration are expected to increase to approximately 43% by 2018. We believe this increase in outsourcing is due to several factors, including the need to maximize R&D productively, the increasing burden of clinical trial complexity the desire to pursue simultaneous registration in multiple countries, and strong growth in Phase II through Phase IV trials.

•: Maximizing Productivity and Reducing Cost—Productivity within the biopharmaceutical industry has declined over the past several years and the cost of developing a new drug, which is now estimated to be $1.2 billion per drug, has significantly increased. The combined impact of declining R&D productivity and increased development costs has translated into significant pressure on margins and short-term earnings for biopharmaceutical companies. We believe that the need for these companies to maximize productivity and lower costs will lead them to increasingly partner with CROs that can improve efficiency, and increase flexibility and speed across their clinical operations.
•: Increasing Clinical Trial Complexity — Over the last decade, the burden of clinical trial complexity has been increasingly difficult to manage due to requirements from regulatory authorities worldwide for greater amounts of clinical trial and safety data to support the approval of new drugs, and requirements for adherence to increasingly complex and diverse regulations and guidelines. In an effort to minimize potential risks, these regulatory agencies also typically require a greater amount of post-approval information and monitoring of drugs on the market. To balance the conflicting demands of a growing market with the need to control R&D expenses, biopharmaceutical companies partner with CROs that can provide services designed to generate high quality and timely data in support of regulatory approvals of new drugs or the reformulations of existing drugs as well as support of post-approval regulatory requirements.

Table of Contents

•: Simultaneous Multi-Country Registration — Given their desire to maximize efficiency and global market penetration to achieve higher potential returns on their R&D expenditures, biopharmaceutical companies are increasingly pursuing simultaneous, rather than sequential, regulatory new drug submissions and approvals in multiple countries. However, most biotechnology and small- to mid-sized pharmaceutical companies do not possess the capability or capacity to simultaneously conduct large-scale clinical trials in more than one country. In addition, establishing and maintaining internal global infrastructure to pursue multiple regulatory approvals in different therapeutic categories and jurisdictions can be costly.
•: Growth in Phase II through Phase IV Trials — Biopharmaceutical companies are also devoting an increasing amount of resources to Phase II through IV trials. According to clinicaltrials.gov, there were approximately 7,200 Phase II through IV of known status submitted in 2013, an increase of 10% when compared with the approximately 6,500 that were submitted in 2010. Complex late-stage trials, especially those in which sponsors seek to recruit patients with specific conditions on a global basis, are ideally suited for outsourcing to the select group of global CROs with expertise to execute these studies and access to industry leading investigators and trial sites globally. We believe the increase in the quantity and complexity of clinical trials exceeds the capacity and expertise of many biopharmaceutical companies, and is causing them to increasingly seek outsourced solutions.

Our Competitive Strengths

Global CRO platform

We are one of the largest CROs in the world by revenue focused on executing clinical trials on a global basis. Our global clinical development platform includes more than 75 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East and more than 10,000 employees worldwide. We are dedicated to the seamless execution of integrated clinical trials on multiple continents concurrently. We believe our global presence and scale are important differentiators as biopharmaceutical companies are increasingly focused on greater patient access for increasingly complex clinical trials and gaining regulatory approval for new products in multiple jurisdictions simultaneously. Our acquisition of ClinStar and our joint venture with WuXi are the most recent examples of our continued dedication to enhancing our global scale.

Broad and flexible service offering

We believe that we are one of a select group of CROs capable of providing both traditional, project-based CRO services as well as embedded and functional outsourcing services. Our broad and flexible service offering allows us to meet the clinical research needs of a wide range of clients, from small biotechnology companies to large pharmaceutical companies. Through more than 30 years of experience, we have developed significant expertise executing complex drug development projects that span Phase I through Phase IV clinical trials. We offer these traditional, project-based CRO services through our Product Registration Services, where we have gained the reputation as a strategic partner of choice to biotechnology and small- to mid-sized pharmaceutical companies. Our Strategic Solutions offerings primarily cater to the needs of large pharmaceutical companies that seek to maintain greater control over their clinical trial processes.

Therapeutic expertise in large segments of drug development

Our therapeutic expertise encompasses areas that are among the largest in pharmaceutical development, including oncology, central nervous system, inflammation and infectious diseases. We have participated in more than 950 clinical trials in these key areas since 2005, accounting for a substantial majority of our total clinical trials during this period. We employ drug development experts with extensive experience across numerous therapeutic areas in preparing development plans, establishing study and protocol designs, identifying investigative sites and patients and submitting regulatory filings. Our staff is highly experienced and includes approximately 350 Ph.Ds, 300 medical doctors and 140 doctors of pharmacy worldwide.

100

Table of Contents

Innovative approach to clinical trials using medical informatics

We are committed to being an industry leader in developing global, scalable and sustainable solutions for our clients. We aim to continuously improve our systems and processes by investing in medical informatics, technology, analytics and IT infrastructure. Our information delivery system enables rapid, web-based delivery of clinical trial data to clients and project teams. We believe our proprietary analysis and application of this data are key differentiators and allow us to identify more productive investigative sites and speed up overall patient enrollment, thereby decreasing drug development timelines. We have invested in and acquired large databases of aggregated patient medical data, which we refer to as medical informatics, to better understand patient distribution and location. Specifically, we have acquired data sources that give us significant amounts of information about patient populations within the United States to enhance enrollment, including medical claims data, hospital master charge data, pharmacy data, laboratory data and payor data. Capitalizing on our investments in medical informatics, we have the capability to identify potential patient populations by location, diagnostic code, treating physician, medications, date diagnosed, last treatment and other relevant metrics. Our medical informatics suite includes physician, hospital and pharmacy databases that cover more than 280 million patient lives and approximately 10 billion patient and pharmacy claims in the United States.

Diversified and attractive client base

Over the past 30 years, we have performed services for more than 300 biotechnology and pharmaceutical clients. We believe we are one of a select group of global, large scale CROs with a long-term track record serving biotechnology and small- to mid-sized pharmaceutical companies, and we believe that these companies represent an attractive growth opportunity. In the first six months of 2014, we derived 20% of our service revenue from small- to mid-sized pharmaceutical companies, 26% of our service revenue from large biotechnology companies and 14% of our service revenue from emerging biotechnology companies. Going forward, we believe that we will benefit from growth in clinical development investment from these customers that has resulted from the active capital raising environment over the past several years. In addition, our acquisition of RPS significantly expanded our relationships and positioned us to pursue strategic alliances with large pharmaceutical companies, which currently include all of the top 20 largest pharmaceutical companies. Our client relationships are also broad and diversified, and in the first six months of 2014 our top 10 clients represented 60% of service revenue, with our largest client representing 8% of service revenue and our largest single study accounting for approximately 4% of our service revenue.

Innovative management team

We are led by a dedicated and experienced executive management team that has an average of 20 years of experience across the global clinical research, pharmaceutical and life sciences industries. This team has been responsible for building our global platform, developing our advanced IT-enabled infrastructure and realizing our significant growth in revenue and earnings over the past five years. In addition, this team has been responsible for successfully integrating the RPS, CRI Lifetree and ClinStar acquisitions as well as structuring and successfully executing our WuXi joint venture.

Our Growth Strategy

Leverage our strong market position within the biotechnology and small- to mid-sized pharmaceutical market

We believe our long-term track record serving biotechnology and small- to mid-sized pharmaceutical companies has resulted in our earning a reputation as a strategic partner of choice for these companies. We believe that biotechnology and small- to mid-sized pharmaceutical companies rely on full service CROs to deliver fast, effective and thorough support throughout the clinical development and regulatory processes, as these companies generally lack a global clinical development infrastructure. We intend to leverage our strong relationships with biotechnology and small- to mid-sized pharmaceutical companies to capture additional business from these companies. In particular we believe the CRO strategic alliances that have become prevalent with large pharmaceutical companies over the past several years will increasingly be utilized by biotechnology and small- to mid-sized pharmaceutical companies. We believe we are well positioned to take advantage of these opportunities given the depth of our relationships and our proven track record serving these customers.

101

Table of Contents

Build deeper and broader relationships with large pharmaceutical companies

Large pharmaceutical companies have increasingly focused on partnering with multi national CROs that offer a wide array of global therapeutic and service capabilities. We have invested significantly in our global scale and infrastructure over the past several years to enhance our status as a service provider for these companies. Our acquisition of RPS significantly increased the depth of our relationships with large pharmaceutical companies. We intend to expand our relationships beyond the Embedded Solutions provided through our Strategic Solutions offering to include traditional, project-based clinical trial services.

Expand our leading therapeutic expertise in existing and new areas

We believe that our therapeutic expertise in all clinical phases of drug development is critical to the proper design and management of clinical trials and we intend to continue to capitalize on our strong market positions in several large therapeutic categories. We have established and will continue to refine our scientific and therapeutic business development initiatives, which link our organization to key clinical opinion leaders and medical informatics data to more effectively leverage therapeutic expertise throughout our client engagement. Specifically, we believe that oncology, central nervous system, inflammation and infectious diseases, which together represent the majority of all drug candidates currently in clinical development by biotechnology and pharmaceutical companies, will be significant drivers of our growth. In the area of oncology, we believe that the growth of targeted therapies, companion diagnostics and personalized medicine will continue to drive drug development. With the aging demographics we believe we will see significant growth in the area of dementia and Alzheimer's research and drug development, which is complemented by our specialty and focus in neurology. Additionally, we believe that development of niche therapeutic drugs (orphan drugs) will see considerable growth moving forward and we have a dedicated staff focused on the design and conduct of trials for these drugs.

Continue to realize financial synergies and strategic benefits from recent acquisitions

We believe we will continue to realize financial synergies and strategic benefits from the acquisitions we have completed over the past two years, resulting in additional revenue growth and margin improvements. We have substantially completed the operational integration of these acquisitions, and are in the process of executing our strategy to eliminate redundancies in corporate and overhead functions and achieve cost efficiencies resulting from the scale of the combined business. We believe that our strategic acquisitions are complementary to our customer base and expect to generate incremental revenue growth by cross-selling our full set of services to our existing and new customers, thereby expanding the scope of our customer relationships and generating additional revenue.

Pursue selective and complementary acquisition strategy

We are a selectively acquisitive company, focused on growing our core service offerings, therapeutic capabilities and geographic reach into areas of high market growth. We have acquired 16 companies since 1997 and have established programs to help us identify acquisition targets and integrate them successfully. Our acquisition strategy is driven by our comprehensive commitment to serve client needs and we are continuously assessing the market for potential opportunities.

Service Offerings

We perform a broad array of services across the spectrum of clinical development programs, from the filing of INDs and similar regulatory applications to conducting all phases of clinical trials. Our core service offerings include:

•: Product Registration Services, which includes Phase IIb through III product registration trials and Phase IV trials, inclusive of post-marketing commitments and registries;
•: Strategic Solutions, which provides Embedded Solutions and functional outsourcing services, in which our teams are fully integrated within the client's internal clinical development operations and responsible for managing functions across the entire breadth of the client's drug development pipeline; and

102

Table of Contents

•: Early Development Services, which includes Phase I through Phase IIa clinical trials and bioanalytical laboratory services.

We provide many back office services to clients as well, including processing the payments to investigators and volunteers. We also collaborate with third party vendors for services such as imaging, central lab and patient recruitment services.

Product Registration Services

Product Registration Services encompasses the design, management and implementation of study protocols for Phase II through Phase III clinical trials, which are the critical building blocks of product development programs, as well as Phase IV, or post-approval, clinical trials. We have extensive resources and expertise to design and conduct studies on a global basis, develop integrated global product databases, collect and analyze trial data and prepare and submit regulatory submissions in the United States, Europe and other jurisdictions. A typical full-scale program or project may involve the following components:

•: clinical program development, review and consultation and lifecycle management planning;
•: design of the clinical protocol and electronic case report forms, or CRFs;
•: feasibility studies for investigator interest and patient access and availability;
•: patient recruitment and retention services;
•: project management;
•: investigator and site analysis for selection and qualification;
•: investigator handbook and meetings;
•: investigational site support and clinical monitoring;
•: data management;
•: patient medical and safety management;
•: analysis and reporting;
•: medical and scientific publications; and
•: preparation of regulatory filings.

As described below, we offer a suite of product registration services to our clients to address the several components involved in conducting a full-scale program or project.

Clinical Trial Management — Our clinical trial management services, used by biotechnology and pharmaceutical clients, may be performed exclusively by us or in collaboration with the client's internal staff or other CROs. With our broad clinical trial management capabilities, we conduct single site studies, multi-site U.S. and international studies and global studies on multiple continents. Through our electronic trial master file, we can create, collect, store, edit and retrieve any electronic document in any of our office locations worldwide, enabling our global project teams to work together efficiently regardless of where they are physically located and allowing seamless transfer of work to a more efficient locale.

Project Management — Our project management group manages the development process, setting specific targets and utilizing various metrics to ensure that a project moves forward in the right trajectory, resources are used optimally and client satisfaction is met. This group also oversees the implementation of a work breakdown structure, communication plan, and a risk and contingency program for each study. We believe that the management structure of our service delivery model sets us apart in the industry. Each individual project is assigned a director of project delivery and key strategic accounts are also assigned a general partner. As a member of the senior management team, the general partner works with the director of project delivery, the project management group and client representatives to ensure the highest level of client satisfaction. With more than 250 project directors and project managers, we match our project management personnel to projects based on experience and study specific parameters.

103

Table of Contents

Regulatory Affairs — Our team of global regulatory professionals has extensive experience working with biotechnology and pharmaceutical companies and regulatory authorities worldwide. Our regulatory affairs group is comprised of an internal network of local regulatory experts who are native speakers in countries across North America, Latin America, Western and Eastern Europe, Africa and Asia Pacific. Regulatory team members and local regulatory experts act as clients' representatives for submissions and direct communications with regulatory authorities in all regions. The group's regulatory expertise enables rapid study start-up and facilitates competitive product development plans and effective submission strategies.

Therapeutic Expertise — Our therapeutic expertise group provides scientific and medical expertise and patient access and retention services worldwide across a broad range of therapeutic areas. Our broad experience throughout various therapeutic areas allows us to offer a more complete global service offering to our clients. Our diverse therapeutic expertise group leverages best-in-class data assets to assist our clients with the design and implementation of entire clinical development programs and our current and potential clients increasingly seek partners who can provide these capabilities. We provide clients with therapeutic expertise in the design and implementation of high-quality product development programs and help them achieve key development milestones in a cost and time effective manner. Our therapeutic expertise is used by both emerging biotechnology companies that lack clinical development infrastructure and pharmaceutical companies that have limited internal medical resources or are exploring new therapeutic areas.

Clinical Operations — Our clinical operations group provides clients with a full set of study site management and monitoring services in nearly 80 countries worldwide, through our highly experienced team of clinical research associates and specialists. This experience includes knowledge of local regulations, medical practices, safety and individual therapeutic areas. We provide our clients with fully trained and locally based clinical teams led by experienced clinical team managers that initiate site start-up, monitor activities and review data. Based in the Americas, Europe, Asia Pacific and Africa, these teams work from a strategic foundation that combines reliance on proven, consistent processes with the flexibility to adapt innovative ideas and technologies. Given our expertise executing clinical trials around the world we are positioned to meet our clients' diverse needs and expectations. Our study start-up services group, a unit within clinical operations, manages the key components of rapid site activation and investigational site set-up for clinical trials by utilizing our global and region specific expertise.

Data and Programming Services — Our global data and programming services group offers an innovative suite of technologies that gather and organize clinical trial data. We employ industry leading electronic data capture technologies and innovative delivery systems to produce high quality and standardized data and reports. We focus on evaluating a client's needs, presenting optimal solutions for each trial and implementing the chosen solution effectively during project execution. To support these goals, we have built group of technological experts in drug research that has a strong foundation in data management fundamentals and core programming abilities.

Safety and Risk Management — Our dedicated safety and risk management group helps clients design, implement and operationalize the proper safety procedures from development through to post-marketing, allowing for clear assessment and the communication of patient safety profiles. We have centralized drug safety centers in Mannheim, Germany; Swansea, United Kingdom; Charlottesville, Virginia, United States (with a satellite center in Lenexa, Kansas); São Paulo, Brazil; and Singapore. Centers are staffed with experienced drug safety associates. These associates are responsible for integrating an effective risk minimization strategy for a drug product and generating useable information through ongoing risk evaluation. Our safety and risk management team provides risk mitigation strategies for our clients at all stages of the drug development cycle along with core signal detection capabilities.

Biostatistics and Medical Writing — Our global biostatistics and medical writing operations integrate our biostatistics, medical writing, pharmacokinetics and regulatory publishing groups. With a staff of industry experienced and therapeutically trained biostatisticians and medical writers, we offer clients expertise in statistical analysis, data pooling and regulatory reporting. This global team provides specialist consulting

104

Table of Contents

expertise and support to clients from the first stage of protocol design through post-marketing surveillance and Phase IV studies. For publishing, we use a specialized electronic system that enables us to seamlessly assemble, manage and publish complex documents in compliance with applicable regulatory guidelines.

Quality Assurance Services — Our global quality assurance group is staffed by a team of experienced professionals in the Americas, Europe and Asia Pacific. Our quality assurance department is entirely separate from and independent of the personnel engaged in the direction and conduct of clinical trials. The objective of the quality assurance group is the global promotion of ongoing quality awareness and continuous improvement of our processes. This group serves these efforts by performing audits on the processes and systems used in the management of clinical trials to ensure compliance with study protocol and applicable regulatory requirements. This group has performed audits for a wide range of medical indications and in all phases of clinical trials across the globe.

Late Phase Services — Our global late phase services group supports global and regional post-approval trials with management locations centralized in Pennsylvania, Germany and Singapore. Our experienced late-phase services team assists clients with the post-marketing process by helping identify trends and signals in large populations as well as planning and conducting safety surveillance studies, large-sample trials, registries, restricted access programs, risk management programs, diagnostic trials and biomarker research. The team consists of industry leading strategic experts, operational specialists and epidemiologists who work with clients to identify post-marketing research objectives and goals and translate them into comprehensive study designs.

Strategic Solutions

Our Strategic Solutions offerings enable biotechnology and pharmaceutical companies to execute their internally-managed development portfolio with greater flexibility and to leverage their existing infrastructure to minimize redundancy. These offerings provide a broad spectrum of solutions that allow for the efficient management and execution of critical clinical development functions for pharmaceutical clients. These services are embedded or integrated within the client's internal clinical development operations to support the entire breadth of the client's drug development pipeline. By embedding our employees within our clients' infrastructure, we create a strategic and interdependent relationship that allows us to anticipate our clients' clinical trial demands and efficiently deploy our skilled clinical professionals to meet our clients' needs. Clinical functions supported by this service offering include study start-up activities, site monitoring, study management, data management, biostatistics, regulatory and product safety. We focus our solutions primarily on our clients' Phase II through Phase IV development programs. While traditional, project-based CRO offerings target the outsourced component of biopharmaceutical industry spending, our Strategic Solutions offerings address the total Phase II through IV development market. We pioneered the embedded services model described below, and have extensive experience helping customers re-align their operating model to more efficiently manage their development portfolio with greater flexibility and control.

Our Strategic Solutions offerings include:

Embedded Solutions — We believe we are the only company in the industry to offer a strategically scalable, fully-embedded clinical development solution. Our Embedded Solutions model is designed to merge clinical operations expertise, management, infrastructure and support to create a flexible and integrated operating model. The goal of our Embedded Solutions model is to enable our client's internally-managed development processes to be executed with greater flexibility. These solutions can be further enhanced by leveraging our systems and technology as required. In our Embedded Solutions model, we typically work with our partners to assist in redesigning existing systems and processes to drive greater efficiency, speed and quality and to implement innovative approaches and enhanced technology. We employ a strong joint governance structure and robust metrics to measure and ensure strong quality, cycle time, productivity and service-level performance.

105

Table of Contents

Functional Services Provider Solutions — Our functional services provider, or FSP, offering provides dedicated capacity management within a single operating platform and within one function or across multiple functions and geographies. While the customer provides direction and functional management, we provide resources and line management, training and support. We also utilize business level metrics to help ensure that staff are deployed with the relevant experience and are producing consistent, repeatable results.

Staff Augmentation Solutions — Our staff augmentation solutions offering provides customers with the ability to address their dynamic staffing needs by supplying access to resources qualified to meet their clinical development needs. This allows clients to maintain flexibility while also reducing fixed costs. In order to rapidly attract and recruit qualified employees for these situations, we have assembled what we believe is the largest team in the industry focused on personnel recruitment. These individual professionals are hired as our employees and managed by our teams, eliminating co-employment related issues. The customer has the ability to define the resources required according to the therapeutic- and disease-specific experience required. These resources can be on site at the customer's facility, at our offices, or regionally based.

Custom-Built Development Solutions — Our custom-built development solutions are designed to offer people, process, systems and development expertise that enable the efficient internal development of a company's product portfolio with greater control and flexibility, accelerated development timelines and substantially reduced costs. With the client's core leadership in control, we help to build the development team our clients need, while enabling them to maintain the flexibility to be nimble during the development lifecycle.

Commercialization Services — Through our commercialization services offering, we assist our clients in addressing the challenge of commercializing products. We do this by deploying professionals who are knowledgeable in launch preparation and product lifecycle management. We assist customers in managing the product lifecycle by working with them to create concise messaging, engage thought leadership and health care providers, generate consumer enthusiasm for the product, and prepare for post-marketing commitments. Our commercialization services offering utilizes our flexible service model and, as such, can be delivered as an Embedded Solution, through our functional service provider model, or through staff augmentation.

Early Development Services

Our Early Development Services business unit, or EDS, offers a full range of services for Phase I and Phase IIa studies as well as bioanalytical analysis. We have conducted studies for major pharmaceutical companies in Europe, the United States and Japan, as well as for many smaller and emerging biotechnology companies. We have also built direct relationships with a large base of available subjects, including healthy volunteers and patient populations with specific medical conditions.

Our December 2013 acquisition of CRI Lifetree significantly expanded our Phase I to Phase II services. CRI Lifetree is a specialized CRO focused on the conduct and design of early stage patient population studies, and is therapeutically focused in human abuse liability, or HAL, addiction, pain, psychiatric, neurological, pediatric and infectious disease services. CRI Lifetree is one of the largest providers of patient population for Phase I and confined Phase II to Phase III services in the United States, and is one of only a few CROs in the world which has the ability to design and conduct HAL studies, a regulatory-required study for central nervous system compounds. We believe this acquisition enables us to provide our clients with a full range of Phase I to Phase II clinical research services in specialized patient populations for both inpatient and outpatient settings.

EDS also supports a variety of additional services, ranging from protocol development to data management and pharmacy services, including manufacturing of investigational medicinal products. Our state-of-the-art laboratories provide pharmacokinetics, the branch of pharmacology concerned with the movement of drugs within the body, and pharmacodynamics, the branch of pharmacology concerned with the effects of drugs

106

Table of Contents

and the mechanism of their action analyses, including biomarkers, as needed. Our safety laboratory supports our own clinics and also acts as a central lab for medium sized Phase II trials. We also provide clinical study reports, statistical analysis, medical writing and regulatory support.

We focus on high-end Phase I studies and specialize in more complex types of studies in which safety, intelligent design, and a wide range of pharmacodynamics assessments are critical factors. We believe our Phase I team is a leader in new developments such as microdosing studies, pain models, HAL studies and multi purpose protocols with adaptive designs. We have developed extensive methodologies enabling us to conduct studies with pharmacokinetics and/or pharmacodynamics objectives.

We have more than 1,100 early development specialists working in nine clinical pharmacology units located across seven different countries, including the United States, the Netherlands and countries in Central and Eastern Europe. We are equipped with the technologies and infrastructure for high-quality, efficient studies on a wide range of drugs and indications. Over the past five years we have conducted more than 600 high-level, complex early development clinical trials and more than 1,500 bioanalytical studies.

Phase I through IIa Studies — For in-house Phase I studies, we offer approximately 500 beds worldwide and accommodate volunteers in our state-of-the-art clinical pharmacology, units some of which are hospital based. At these centers, volunteers are under constant medical supervision by a team of highly experienced medical professionals. We have an active pool of more than 60,000 study participants (both healthy volunteers and various specific patient populations).

In addition to in-house studies, we use an innovative "unit-on-demand" business model that brings a Phase I center to patients. This model establishes a Phase I study environment in central medical facilities that specialize in the treatment of the target patient population. Physicians can recruit high volumes of patients using extensive networks of referring specialists and general practitioners. The studies occur in single center and multi-national settings. We have also built an extensive patient network and database in areas including depression, schizophrenia, diabetes and hepatitis C. In addition to conducting Phase I and IIa studies in subjects, these sites act as investigative sites in Phase IIb and III trials.

We also offer full pharmacy capabilities and we operate a manufacturing site that complies with applicable current Good Manufacturing Practice regulations and is designed for fast and flexible manufacturing of small batches of investigational medicinal product for studies. In addition, dedicated data management professionals who can process clinical data into specific deliverables are integrated in each clinical pharmacology unit.

Since a large proportion of drug compounds do not succeed in Phase I, we utilize IND trials that include "microdose" or "low-dose" studies to screen multiple candidates at an early stage and minimize the number of failing clinical product candidates. We have been closely involved in the field of microdose studies over the past ten years and have conducted more than 35 microdose studies.

Bioanalytical Laboratory — We offer clients two state-of-the-art bioanalytical laboratories located in Assen, the Netherlands, and Lenexa, Kansas, United States. These bioanalytical laboratories have been harmonized with respect to standard operating procedures, work instructions and equipment. This provides a high level of consistency, continuity and efficiency. It also provides our clients with the ability to run studies in either laboratory, depending on the requirements of the study, and ensures that they will receive the same high level of service. Both bioanalytical laboratories are located within close proximity to their respective Phase I clinical pharmacology unit, ensuring rapid sample processing for critical dose escalation decision making involving pharmacokinetic assays. Both facilities include laboratories for mass spectrometry and ultra-performance liquid chromatography, typically applied to small molecule analysis. For large molecules, such as biologicals and biomarkers, our laboratories operate a wide variety of specialized assays, including ligand binding assays with a variety of detection methodologies and immunogenicity. In our fully licensed isotope laboratory, bioanalytical support is provided for mass balance and microdosing studies. The laboratories,

107

Table of Contents

combined with expert and highly educated staff, provide a full range of analytical services throughout the development process.

Clients and Suppliers

We serve a wide range of client types, including biotechnology and pharmaceutical companies. We have developed numerous strategic relationships in the last five years. In the first six months of 2014, we derived 40% of our service revenue from large pharmaceutical companies, 20% of our service revenue from small- to mid-sized pharmaceutical companies, 26% of our service revenue from large biotechnology companies and 14% of our service revenue from emerging biotechnology companies. In 2013, our top five clients represented approximately 30% of service revenue; this revenue was derived from a combination of fixed-fee contracts, fee-for-service contracts and time and materials contracts. No client or individual project accounted for 10% or more of service revenue for the year ended December 31, 2013. For the six months ended June 30, 2014, our top five clients represented approximately 37% of service revenue; this revenue was derived from a combination of fixed-fee contracts, fee-for-service contracts and time and materials contracts. No client or individual project accounted for 10% or more of service revenue for the six months ended June 30, 2014.

We utilize a number of suppliers in our business, including central laboratory services, drug storage and shipping, foreign language translation services and information technology. In 2013, our largest individual supplier was paid $29.1 million. In addition, our top 10 suppliers together received payments during 2013 of approximately $82.1 million. We believe that we will continue to be able to meet our current and future supply needs.

Sales and Marketing

We have a proven sales team with the ability to build relationships with new clients and to grow within existing clients. Critical to our sales process is the involvement of our operations and global scientific and medical affairs teams who contribute their knowledge to project implementation strategies presented in client proposals. These teams also work closely with the sales team to build long-term relationships with biotechnology and pharmaceutical companies. Our therapeutic expertise team supports the sales effort by developing robust service offerings in its core therapeutic areas, which link our organization to key clinical opinion leaders, global investigator networks and best-in-class vendors. We rely heavily on our past project performance, qualified teams, medical informatics data and therapeutic expertise in winning new business.

Our approach to proposal development, led by seasoned proposal developers in conjunction with insight from our drug development experts, allows us to submit proposals that address client requirements in a creative and tailored manner. Proposal teams conduct research on competing drugs and conduct feasibility studies among potential investigators to assess their interest and patient availability for proposals and presentations. Our proprietary, automated estimation system allows for rapid and accurate creation of project budgets, which forms the initial basis for business management of budgets subsequent to award of the study.

Competition

We compete primarily with other full-service CROs and in-house research and development departments of pharmaceutical and established biotech companies. Our principal traditional CRO competitors are Covance Inc., ICON plc, INC Research, Inc., PAREXEL International Corporation, Pharmaceutical Product Development LLC, Quintiles Transnational Corp. and inVentiv Health Inc.

CROs compete on the basis of a number of factors, including reliability, past performance, expertise and experience in specific therapeutic areas, scope of service offerings, strengths in various geographic markets, technological capabilities, ability to manage large scale global clinical trials, and price.

108

Table of Contents

The CRO industry remains fragmented, with several hundred smaller, limited service providers and a small number of full-service companies with global capabilities. We believe there are significant barriers to becoming a global provider offering a broad range of services and products. These barriers include:

•: the cost and experience necessary to develop broad therapeutic expertise;
•: the ability to manage large, complex international clinical programs;
•: the ability to deliver high-quality services consistently for large drug development projects;
•: the experience to prepare regulatory submissions on a global basis; and
•: the infrastructure and knowledge to respond to the global needs of clients.

Backlog

Our studies and projects are performed over varying durations, ranging from several months to several years. Backlog represents anticipated service revenue from contracted new business awards that either have not started or are in process but have not been completed. Cancelled contracts and scope reductions are removed from backlog as they occur. Our backlog at June 30, 2014, December 31, 2013 and 2012 was approximately $2.0 billion, $1.9 billion and $1.4 billion, respectively. Cancellations totaled $123.3 million, $223.3 million and $294.3 million for the six months ended June 30, 2014 and the years ended December 31, 2013 and 2012, respectively.

We believe our backlog as of any date is not necessarily a meaningful indicator of our future results for a variety of reasons. First, studies vary in duration. For instance, some studies that are included in our backlog may be completed in 2014, while others may be completed in later years. Second, the scope of studies may change, which may either increase or decrease the amount of backlog. Third, studies may be terminated or delayed at any time by the client or regulatory authorities. Delayed contracts remain in our backlog until a determination of whether to continue, modify or cancel the study is made.

We had $371.9 million and $723.2 million in net new business awards in the three and six months ended June 30, 2014, respectively, and were awarded $774.3 million in net new business awards for the year ended 2013. Net new business represents new business awards less cancellations for the period.

For more details regarding risks related to our backlog, see "Risk Factors — Our backlog may not convert to service revenue at the historical conversion rate."

Intellectual Property

We do not own any patent registrations, applications, or licenses. We do maintain and protect trade secrets, know-how and other proprietary information regarding many of our business processes and related systems. We also hold various federal trademark registrations and pending applications, including PRA Health Sciences® (including a design) PRA® (including a design) and PRA International®.

Government Regulation

In the United States, FDA governs the conduct of clinical trials of drug products in human subjects, the form and content of regulatory applications, including, but not limited to, IND applications for human clinical testing and the development, approval, manufacture, safety, labeling, storage, record keeping, and marketing of drug products. FDA has similar authority and similar requirements with respect to the clinical testing of biological products and medical devices. In the European Union, similar laws and regulations apply which may vary slightly from one member state to another and are enforced by the European Medicines Agency or respective national member states' authorities, depending on the case.

Governmental regulation directly affects our business. Increased regulation leads to more complex clinical trials and an increase in potential business for us. Conversely, a relaxation in the scope of regulatory requirements, such as the introduction of simplified marketing applications for pharmaceutical and biological products, could decrease the business opportunities available to us.

109

Table of Contents

In the United States, we must perform our clinical drug and biologic services in compliance with applicable laws, rules and regulations, including GCP, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials. Before a human clinical trial may begin, the manufacturer or sponsor of the clinical product candidate must file an IND with FDA, which contains, among other things, the results of preclinical tests, manufacturer information, and other analytical data. A separate submission to an existing IND must also be made for each successive clinical trial conducted during product development. Each clinical trial must be conducted in accordance with an effective IND. In addition, under GCP, each human clinical trial we conduct is subject to the oversight of an IRB, which is an independent committee that has the regulatory authority to review, approve and monitor a clinical trial for which the IRB has responsibility. FDA, the IRB, or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the study subjects are being exposed to an unacceptable health risk. In the European Union, we must perform our clinical drug services in compliance with essentially similar laws and regulations.

In order to comply with GCP and other regulations, we must, among other things:

•: comply with specific requirements governing the selection of qualified investigators;
•: obtain specific written commitments from the investigators;
•: obtain IRB review and approval of the clinical trial;
•: verify that appropriate patient informed consent is obtained before the patient participates in a clinical trial;
•: ensure adverse drug reactions resulting from the administration of a drug or biologic during a clinical trial are medically evaluated and reported in a timely manner;
•: monitor the validity and accuracy of data;
•: verify drug or biologic accountability;
•: instruct investigators and study staff to maintain records and reports; and
•: permit appropriate governmental authorities access to data for review.

We must also maintain reports in compliance with applicable regulatory requirements for each study for auditing by the client and FDA or similar regulatory authorities.

A failure to comply with applicable regulations relating to the conduct of clinical trials or the preparation of marketing applications could lead to a variety of sanctions. For example, violations of GCP could result, depending on the nature of the violation and the type of product involved, in the issuance of a warning letter, suspension or termination of a clinical study, refusal of FDA to approve clinical trial or marketing applications or withdrawal of such applications, injunction, seizure of investigational products, civil penalties, criminal prosecutions, or debarment from assisting in the submission of new drug applications.

We monitor our clinical trials to test for compliance with applicable laws and regulations in the United States and the non-U.S. jurisdictions in which we operate. We have adopted standard operating procedures that are designed to satisfy regulatory requirements and serve as a mechanism for controlling and enhancing the quality of our clinical trials. In the United States, our procedures were developed to ensure compliance with GCP and associated guidelines. Within Europe, all work is carried out in accordance with the European Community Note for Guidance, "Good Clinical Practice" (CPMP/ICH/135/95). In order to facilitate global clinical trials, we have implemented common standard operating procedures across our regions to assure consistency whenever feasible.

The Standards for Privacy of Individually Identifiable Health Information, or the Privacy Rule, and the Security Rule, issued under the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health, or HITECH, Act of 2009, collectively HIPAA, as well as applicable state privacy and security laws and regulations restrict the use and disclosure of certain protected health information, or PHI, and establishes national standards to protect

110

Table of Contents

individuals' electronic PHI that is created, received, used or maintained by certain entities. Under the Privacy Rule, "covered entities" may not use or disclose PHI without the authorization of the individual who is the subject of the PHI, unless such use or disclosure is specifically permitted by the Privacy Rule or required by law.

We are not a covered entity under HIPAA. However, in connection with our clinical development activities, we do receive PHI from covered entities subject to HIPAA. In order for those covered entities to disclose PHI to us, the covered entity must obtain an authorization from the research subject that meets the Privacy Rule requirements, or make such disclosure pursuant to an exception to the Privacy Rule's authorization requirement. We are both directly and indirectly affected by the privacy provisions surrounding individual authorizations because many investigators with whom we are involved in clinical trials are directly subject to them as a HIPAA "covered entity" and because we obtain identifiable health information from third parties that are subject to such regulations. Because of recent amendments to the HIPAA data security and privacy rules that were promulgated on January 25, 2013, some of which went into effect on March 26, 2013, there are some instances where we may be a HIPAA "business associate" of a "covered entity," meaning that we may be directly liable for any breaches in protected health information and other HIPAA violations. As part of our research activities, we require covered entities that perform research activities on our behalf to comply with HIPAA, including the Privacy Rule's authorization requirement, and applicable state privacy and security laws and regulations.

In Europe, EC Directive 95/46, or the Directive, is intended to protect the personal data of individuals by, among other things, imposing restrictions on the manner in which personal data can be collected, transferred, processed, and disclosed and the purposes for which personal data can be used. National laws and regulations implementing the Directive or dealing with personal data include provisions which, in certain EU Member States, are more stringent than the Directive's mandates and/or cover areas that do not fall within the scope of the Directive. While we strive to comply with all privacy laws potentially applicable to our operations in Europe, we cannot guarantee that our business complies with all of these laws, which vary in scope and complexity in the multiple jurisdictions in which we operate.

We maintain a registration with the Drug Enforcement Administration, or DEA, that enables us to use controlled substances in connection with our research services. Controlled substances are those drugs and drug products that appear on one of five schedules promulgated and administered by DEA under the Controlled Substances Act. This act governs, among other things, the distribution, recordkeeping, handling, security, and disposal of controlled substances. Our DEA registration authorizes us to receive, conduct testing on, and distribute controlled substances in Schedules II through V. A failure to comply with the DEA's regulations governing these activities could lead to a variety of sanctions, including the revocation or the denial of a renewal of our DEA registration, injunctions, or civil or criminal penalties.

Environmental Regulation and Liability

We are subject to various laws and regulations relating to the protection of the environment and human health and safety in the countries in which we do business, including laws and regulations governing the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites and the maintenance of a safe workplace. Our operations include the use, generation, and disposal of hazardous materials and medical wastes. We may, in the future, incur liability under environmental statutes and regulations for contamination of sites we own or operate (including contamination caused by prior owners or operators of such sites), the off-site disposal of hazardous substances and for personal injuries or property damage arising from exposure to hazardous materials from our operations. We believe that we have been and are in substantial compliance with all applicable environmental laws and regulations and that we currently have no liabilities under such environmental requirements that could reasonably be expected to materially harm our business, results of operations or financial condition.

111

Table of Contents

Liability and Insurance

We may be liable to our clients for any failure to conduct their studies properly according to the agreed-upon protocol and contract. If we fail to conduct a study properly in accordance with the agreed-upon procedures, we may have to repeat a study or a particular portion of the services at our expense, reimburse the client for the cost of the services and/or pay additional damages.

At our Phase I clinics, we study the effects of drugs on healthy volunteers. In addition, in our clinical business we, on behalf of our clients, contract with physicians who render professional services, including the administration of the substance being tested, to participants in clinical trials, many of whom are seriously ill and are at great risk of further illness or death as a result of factors other than their participation in a trial. As a result, we could be held liable for bodily injury, death, pain and suffering, loss of consortium, or other personal injury claims and medical expenses arising from a clinical trial. In addition, we sometimes engage the services of vendors necessary for the conduct of a clinical trial, such as laboratories or medical diagnostic specialists. Because these vendors are engaged as subcontractors, we are responsible for their performance and may be held liable for damages if the subcontractors fail to perform in the manner specified in their contract.

To reduce our potential liability, and as a requirement of the GCP regulations, informed consent is required from each volunteer and patient. In addition, our clients provide us with contractual indemnification for all of our service related contracts. These indemnities generally do not, however, protect us against certain of our own actions such as those involving negligence or misconduct. Our business, financial condition and operating results could be harmed if we were required to pay damages or incur defense costs in connection with a claim that is not indemnified, that is outside the scope of an indemnity or where the indemnity, although applicable, is not honored in accordance with its terms.

We maintain errors, omissions, and professional liability insurance in amounts we believe to be appropriate. This insurance provides coverage for vicarious liability due to negligence of the investigators who contract with us, as well as claims by our clients that a clinical trial was compromised due to an error or omission by us. If our insurance coverage is not adequate, or if insurance coverage does not continue to be available on terms acceptable to us, our business, financial condition, and operating results could be materially harmed.

Employees

As of June 30, 2014, we had approximately 10,300 employees, of which approximately 48% were in the United States, approximately 31% were in Europe, approximately 3% were in Canada, and approximately 18% were in Africa, Latin America, and Asia Pacific. Some of our employees located outside of the United States are represented by workers council or labor unions. We believe that our employee relations are satisfactory. Approximately 40% of employees hold a Master's level degree or higher. We have approximately 850 employees that hold a Ph.D, M.D. or other doctorate level degrees.

Properties

We lease a facility for our corporate headquarters in Raleigh, North Carolina. We also lease other offices in North America, Europe, Africa, Latin America, Australia and Asia. In 2013, our total rental expense for our facilities and offices was approximately $24.2 million. We do not own any real estate. We believe that our properties, taken as a whole, are in good operating condition and are suitable for our business operations.

Legal Proceedings

We are also currently involved, as we are from time to time, in legal proceedings that arise in the ordinary course of our business. We believe that we have adequately reserved for these liabilities and that there is no other litigation pending that could materially harm our results of operations and financial condition.

112

Table of Contents

MANAGEMENT

Executive Officers and Directors

The following table sets forth information regarding the individuals who will serve as our executive officers and directors following completion of this offering. There are no family relationships between any of our executive officers or directors. Our directors hold office until their respective successors are elected and qualified or until their earlier resignation or removal.

Name	Age	Position With Company

Colin Shannon	54	President, Chief Executive Officer and Chairman of the Board of Directors
Linda Baddour	56	Executive Vice President and Chief Financial Officer
David W. Dockhorn, Ph.D	53	Executive Vice President and Corporate Compliance Officer
James C. Momtazee	42	Director
Ali J. Satvat	37	Director
Max C. Lin	33	Director
Jeffrey T. Barber	61	Director

Colin Shannon, President, Chief Executive Officer and Chairman of the Board of Directors

Colin Shannon joined PRA in 2007, serving first as President and Chief Operating Officer. On January 1, 2010, Mr. Shannon was named PRA's President and Chief Executive Officer and a Director of PRA. Prior to joining PRA, Mr. Shannon was Executive Vice President, Global Clinical Operations at Pharmaceutical Product Development, Inc (now known as Pharmaceutical Product Development LLC) or PPD. During his 12 year tenure with PPD, he held various leadership roles including, Chief Operating Officer for its European division and Chief Financial and Administration Officer for Europe and the Pacific Rim. Prior to joining PPD, Mr. Shannon had more than 15 years of experience in a variety of financial and accounting positions in the utility and multimedia industries. Mr. Shannon earned his M.B.A. from London's City University and is a fellow member of the Chartered Association of Certified Accountants.

Linda Baddour, Executive Vice President and Chief Financial Officer

Linda Baddour joined PRA in 2007 as Executive Vice President and Chief Financial Officer. Before joining PRA, Ms. Baddour was Chief Financial Officer at PPD from 2002 to 2007, Chief Accounting Officer from 1997 to 2002 and Corporate Controller from 1995 to 1997. Ms. Baddour earned her M.B.A. from the University of North Carolina at Wilmington and is also a Certified Public Accountant.

David W. Dockhorn, Ph.D, Executive Vice President and Corporate Compliance Officer

David W. Dockhorn, Ph.D, joined PRA in 1997 as Vice President of Operations and Regional Director of our Lenexa, Kansas operations. In September 2007 Dr. Dockhorn was named Executive Vice President, Product Registration-The Americas and in January 2012 he was named Executive Vice President and Corporate Compliance Officer. Before joining PRA, Dr. Dockhorn worked for International Medical Technical Consultants, Inc., a CRO acquired by PRA in 1997. Dr. Dockhorn received his Ph.D in neuroscience from Texas Tech University.

James C. Momtazee, Director

James C. Momtazee is a Member of KKR and Head of the Americas Health Care industry team within KKR's Private Equity platform. He has been a member of the Company's board since September 2013. He also has served on the board of directors of Lake Region Medical since 2005. He previously served on the boards of directors of Jazz Pharmaceuticals plc from 2004 to 2014 and HCA Holdings Inc from 2006 to 2014. Prior to joining KKR, Mr. Momtazee was with Donaldson, Lufkin & Jenrette. He holds an A.B. from Stanford University and an M.B.A. from Stanford University Graduate School of Business.

113

Table of Contents

Ali J. Satvat, Director

Ali J. Satvat is a Director on the Health Care industry team within KKR's Private Equity platform. He has been a member of the Company's board since September 2013. He also has served on the board of directors of Coherus BioSciences, Inc. since May 2014. Prior to joining KKR, Mr. Satvat was a Principal with Apax Partners, where he invested in health care from 2006 to 2012, served as a director of Chiron Holdings (Kinetic Concepts, Inc. and LifeCell Corporation) from 2011 to 2012 and TZ Holdings (The TriZetto Group, Inc.) from 2008 to 2012 and was actively involved with many of the firm's successful growth investments. Previously, Mr. Satvat held various positions with Johnson & Johnson Development Corporation, Audax Group and The Blackstone Group, where he was involved in a broad range of transactions. He holds an A.B. from Harvard College and an M.B.A. from the Wharton School of the University of Pennsylvania. He also serves on the board of directors of the Healthcare Private Equity Association.

Max C. Lin, Director

Max C. Lin is a Director on the Health Care industry team within KKR's Private Equity Platform. He has been a member of the Company's board since September 2013. He also has served on the board of directors of Biomet, Inc since 2011. Prior to joining KKR, Mr. Lin was with Morgan Stanley from 2003 to 2005 where he was involved in a number of mergers, acquisitions and financing transactions. He holds a B.S. and B.A.S., from the University of Pennsylvania and an M.B.A. from Harvard Business School.

Jeffrey T. Barber, Director

Jeffrey T. Barber is a Managing Director with Fennebresque & Co., a Charlotte, NC-based investment banking firm where he focuses on healthcare and technology. Mr. Barber joined Fennebresque & Co. in 2009 after retiring from PricewaterhouseCoopers where he served as the Managing Partner of the Raleigh office for 14 years. Mr. Barber currently serves on the Board of Directors and as chair of the audit committees of Ply Gem Holdings, Inc. since January 2010, SciQuest, Inc. since March 2010 and LipoScience, Inc. since June 2013. He also currently serves on the Board of Trustees of Blue Cross and Blue Shield of North Carolina since January 2009. Mr. Barber holds a B.S. degree in Accounting from the University of Kentucky.

Composition of our Board of Directors

Background and Experience of Directors

When considering whether directors and nominees have the experience, qualifications, attributes or skills, taken as a whole, to enable our board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the board of directors focused primarily on each person's background and experience as reflected in the information discussed in each of the directors' individual biographies set forth above. We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business. Once appointed, directors serve until they resign or are removed by the stockholders.

In particular, the members of our board of directors considered the following important characteristics: (i) Mr. Momtazee, Mr. Satvat and Mr. Lin are representatives appointed by affiliates of KKR, our principal stockholder, and have significant financial, investment and operational experience from their involvement in KKR's investment in numerous portfolio companies and have played active roles in overseeing those businesses, (ii) Mr. Shannon, our Chief Executive Officer, has nearly 20 years of experience in our industry, having held leadership roles of increasing responsibility at PPD for twelve years before joining our company and (iii) Mr. Barber was a partner at PricewaterhouseCoopers for 20 years and has extensive experience with multi-national companies in the healthcare and technology industries.

114

Table of Contents

Director Independence

Our board of directions has affirmatively determined that Mr. Barber qualifies as an "independent" director in accordance with the listing requirements of the NASDAQ Global Select Market. After completion of this offering, we will be a "controlled company" within the meaning of the corporate governance standards of the NASDAQ Global Select Market. Under these rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a "controlled company." KKR holds more than 50% of our common stock. Accordingly, we may elect not to comply with certain corporate governance requirements, including the requirements that, within one year of the date of the listing of our common stock:

•: we have a board of directors that is composed of a majority of "independent directors," as defined under the rules of such exchange;
•: we have a compensation committee that is composed entirely of independent directors; and
•: director nominations be made or recommended to the full board by, our independent directors or by a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

After we cease to be a "controlled company," we will be required to comply with the above-referenced requirements within one year.

Classified Board of Directors

In accordance with our amended and restated certificate of incorporation that will go into effect immediately prior to the consummation of this offering, our board of directors will be divided into three classes with staggered, three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election. Effective upon the consummation of this offering, our directors will be divided among the three classes as follows:

•: the Class I director will be Mr. Lin, and his term will expire at the annual meeting of stockholders to be held in 2014;
•: the Class II directors will be Mr. Satvat and Mr. Barber, and their terms will expire at the annual meeting of stockholders to be held in 2015; and
•: the Class III directors will be Mr. Momtazee and Mr. Shannon, and their terms will expire at the annual meeting of stockholders to be held in 2016.

Our amended and restated certificate of incorporation that will go into effect immediately prior to the consummation of this offering will provide that the authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of our company. See "Description of Capital Stock — Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law."

Leadership Structure of our Board of Directors

Our amended and restated bylaws provide our board of directors with flexibility to combine or separate the positions of Chairman of the Board and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the best interests of our company. Upon completion of this offering, Mr. Shannon will serve as Chairman of the Board, President and Chief Executive Officer.

115

Table of Contents

Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Role of Board in Risk Oversight

Our Chief Executive Officer and other executive officers will regularly report to the non-executive directors and the audit committee to ensure effective and efficient oversight of our activities and to assist in proper risk management and the ongoing evaluation of management controls. Internal audit will report functionally and administratively to our Chief Financial Officer and directly to the audit committee. We believe that the leadership structure of our board of directors provides appropriate risk oversight of our activities given the controlling interests held by KKR.

Committees of our Board of Directors

Upon the listing of our shares on the NASDAQ Global Select Market, our board of directors will have an audit committee and a compensation committee, each of which will operate under a charter that has been approved by our board of directors. Upon the listing of our shares on the NASDAQ Global Market, copies of each committee's charter will be posted on our website, www.prahs.com.

Audit Committee

Upon the completion of this offering, we expect to have an audit committee, consisting of Mr. Barber, who will serve as the chairperson, Mr. Satvat and Mr. Lin. Mr. Barber qualifies as an independent director under NASDAQ corporate governance standards and the independence requirements of Rule 10A-3 of the Exchange Act. Our board of directors will appoint one or more additional independent directors to the audit committee within 90 days of the effective date of this registration statement and again within one year of the effective date of this registration statement. The non-independent members of the audit committee will resign from the audit committee as the additional independent directors are added, so that, within one year of the effective date of this registration statement, all of our audit committee members will be independent as such term is defined in Rule 10A-3(b)(1) under the Exchange Act and under NASDAQ Listing Rules. Our board of directors has determined that Mr. Barber qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)(5) of Regulation S-K.

The purpose of the audit committee will be to prepare the audit committee report required by the SEC to be included in our proxy statement and to assist our board of directors in overseeing and monitoring (1) the quality and integrity of our financial statements, (2) our independent registered public accounting firm's qualifications and independence and (3) the performance of our independent registered public accounting firm.

Compensation Committee

Upon the completion of the offering, we expect to have a compensation committee, consisting of Mr. Momtazee, who will serve as the chairperson, Mr. Satvat and Mr. Lin. The purpose of the compensation committee is to assist our board of directors in discharging its responsibilities relating to (1) setting our compensation program and compensation of our executive officers and directors, (2) monitoring our incentive and equity-based compensation plans and (3) preparing the compensation committee report required to be included in our proxy statement under the rules and regulations of the SEC.

Code of Ethics

We have adopted a written code of ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. Following the consummation of this offering, we will post a current copy of the code on our website, www.prahs.com. In addition, we intend to post on our website all disclosures that are required by law or the listing standards of the NASDAQ Global Select Market concerning any amendments to, or waivers from, any provision of the code. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be a part of this prospectus.

116

Table of Contents

EXECUTIVE AND DIRECTOR COMPENSATION

Our executive compensation plan is designed to attract and retain individuals with qualifications to manage and lead our company, as well as to motivate them to contribute to the achievement of our financial goals and ultimately create and grow our equity value. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our named executive officers, or NEOs, for fiscal year 2013 are as follows:

•: Colin Shannon, President and Chief Executive Officer;
•: Linda Baddour, Executive Vice President and Chief Financial Officer; and
•: David W. Dockhorn, Executive Vice President and Corporate Compliance Officer.

Summary Compensation Table

The following table sets forth all compensation paid to or accrued by our principal executive officer and our two other most highly compensated persons serving as executive officers as of December 31, 2013 for services rendered for the fiscal year ended December 31, 2013.

Name and Principal Position	Year

Colin Shannon	2013	536,250	4,175,000	1,594,500	2,510,714	8,816,464
President and Chief Executive Officer	2012	525,000	285,000	—	2,050,637	2,860,637
Linda Baddour	2013	367,500	2,625,000	999,750	1,861,300	5,853,550
Executive Vice President and Chief Financial Officer	2012	355,863	135,000	203,400	1,520,550	2,214,813
David W. Dockhorn	2013	338,931	110,000	430,000	1,707,767	2,586,698
Executive Vice President and Chief Compliance Officer	2012	335,724	120,000	—	1,395,228	1,850,952

(1): Amounts represent discretionary cash bonuses paid to our NEOs pursuant to our Management Incentive Plan in consideration of the services they performed in 2013. In addition to our NEOs annual discretionary cash bonus, the amounts reported also include a discretionary cash bonus of $4,000,000 for Mr. Shannon and $2,500,000 for Ms. Baddour for their contributions in 2013 in connection with the KKR Transaction. Please see the descriptions of the discretionary bonuses paid to our NEOs in "— Narrative to Summary Compensation Table and Outstanding Equity Awards at 2013 Fiscal Year End — Bonuses" below.
(2): Amounts represent the grant date fair value of time-based portions of the option awards granted in fiscal year 2013 as calculated in accordance with the FASB ASC Topic 718, or Topic 718. See Note 13 to our audited consolidated financial statements included in this prospectus for the assumptions used in calculating this amount. Achievement of the performance conditions for the performance-based portions of the option awards granted in fiscal year 2013 was not deemed probable on the date of grant, and, accordingly, pursuant to the SEC's disclosure rules, no value is included in this table for those portions of the awards. The fair value at the grant date of the option awards granted in 2013 assuming achievement of performance conditions was as follows: Mr. Shannon $721,000; Ms. Baddour $478,950 and Mr. Dockhorn $206,000. For a discussion of the general terms of our stock options, see "— Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End 2013 — Terms and Conditions of Equity Award Grants" below. In connection with the February 2013 dividend we paid to Mr. Shannon, the per share exercise prices on his 2010 and 2011 performance-based vesting options were reduced by an amount equal to the per share amounts of such dividend. There was incremental fair value calculated in accordance with Topic 718 with respect to the option awards that were modified. Therefore, amounts included in this column for Mr. Shannon also reflect incremental fair value calculated in accordance with Topic 718 in the amount of $89,500.
(3): Represents the value of perquisites and other personal benefits, including matching contributions to each NEO's 401(k) plan account in the amounts of $7,650, $7,650 and $7,650 for Messrs. Shannon and Dockhorn and Ms. Baddour, respectively,

117

Table of Contents

for 2013; $2,290,814, $1,700,117 and $1,747,525 for Messrs. Shannon and Dockhorn and Ms. Baddour, respectively, which is a cash payment received in the aggregate of $2.83 per share, an amount equal to the cash dividend paid to our stockholders in February 2013, which was payable as a one-time cash bonus to holders of vested options subject to time-based vesting and $212,250 and $106,125 for Mr. Shannon and Ms. Baddour, respectively, which is a cash dividend paid to holders of time-based vesting options that vested upon the KKR Transaction.

Outstanding Equity Awards at 2013 Fiscal Year End

The following table sets forth information concerning outstanding equity awards for each of our NEOs at December 31, 2013:

	Option Awards

Name	Number of securities underlying unexercised options (#) exercisable (1)		Number of securities underlying unexercised options (#) unexercisable (2)		Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) (3)		Option exercise price ($)		Option expiration date
Colin Shannon		53,434		—		—		2.93	05/07/2017
		273,585		—		—		2.93	12/21/2017
		146,471		—		—		2.93	01/01/2020
		146,471		—		—		2.93	01/11/2021
		—		298,457		298,456		11.73	12/20/2023
Linda Baddour		134,789		—		—		2.93	06/04/2017
		234,503		—		—		2.93	12/21/2017
		16,343		—		—		2.93	04/02/2022
		—		198,261		198,260		11.73	12/20/2023
David W. Dockhorn		169,658		—				2.93	12/21/2017
		—		85,273		85,272		11.73	12/20/2023

(1): These options were granted on September 23, 2013 in connection with our acquisition by KKR, whereby we granted our NEOs options to purchase shares of our common stock in exchange for options previously granted under prior equity plans. The newly issued options were fully vested as of the date of grant. See "— Narrative to Summary Compensation Table and Outstanding Equity Awards at 2013 Fiscal Year End — Rollover Options" for a description of these options.
(2): Reflects unvested outstanding time vesting option awards that vest 20% per year on each anniversary of September 23, 2013, subject to the holder continuing to provide services to us through such vesting date and subject to certain accelerated vesting provisions. See Narrative to Summary Compensation Table and Outstanding Equity Awards at 2013 Fiscal Year End — Terms and Conditions of Equity Award Grants."
(3): Reflects unvested outstanding performance vesting options. These options vest upon the occurrence of a transaction (i) as to 50% of the shares subject to such option if KKR has achieved a multiple of invested capital at least equal to 2.0x or a cumulative internal rate of return at least equal to 20% and (ii) as to 50% of the shares subject to such option if KKR has achieved a multiple of invested capital at least equal to 2.5x or a cumulative internal rate of return at least equal to 20%. The vesting of the options is subject to the holder continuing to provide services to us through such vesting date. See "— Narrative to Summary Compensation Table and Outstanding Equity Awards at 2013 Fiscal Year End — Terms and Conditions of Equity Award Grants."

118

Table of Contents

Narrative to Summary Compensation Table and Outstanding Equity Awards at December 31, 2013

Terms and Conditions of Employment Agreement for Colin Shannon and Linda Baddour

Effective as of July 1, 2014 we entered into an employment agreement with Mr. Shannon, or the Shannon Agreement, to continue to serve as our President and Chief Executive Officer for a term of four years and to nominate him for re-election as a member of our board of directors during such term. The Shannon Agreement provides for an annual base salary, which was $600,000 as of July 1, 2014, an annual target bonus of up to 60% of such base salary based upon achievement of specific performance goals and objectives to be established by our board of directors, and a one-time grant of time-vesting and a performance-vesting stock options. Mr. Shannon's base salary is subject to annual review for possible merit increases, as our board of directors deems appropriate. Pursuant to Mr. Shannon's prior employment agreement that was in effect as of January 1, 2010, Mr. Shannon was entitled to receive an annual base salary of $525,000 and an annual target bonus of up to 60% of such base salary based upon achievement of specific performance goals and objectives to be established by our board of directors. Effective April 1, 2013 the board of directors determined to increase his base salary to $540,000.

Effective as of June 4, 2007, we entered into an employment agreement with Ms. Baddour, or the Baddour Agreement, to serve as our Executive Vice President and Chief Financial Officer for a term of four years. The Baddour Agreement was subsequently renewed for an additional four year term which will expire on June 4, 2015. The Baddour Agreement provides for an annual base salary, which was $370,000 as of December 31, 2013 and an annual target bonus of $165,000 based upon achievement of performance goals and objectives. Ms. Baddour's base salary is subject to periodic review for possible merit increases, as our board of directors deems appropriate.

Pursuant to the Shannon Agreement and the Baddour Agreement, in the event Mr. Shannon's or Ms. Baddour's employment is terminated by us without "cause" or by the executive for "good reason" (each as defined below) and the executive executes and does not revoke a general release of claims in favor of us, then Mr. Shannon and Ms. Baddour will receive (i) a severance payment equal to the sum of the executive's base salary plus his or her target bonus amount, payable over 12 months, (ii) 12 months of continued medical, dental and other health benefit coverage with the same employee cost-sharing as is provided to employees generally and (iii) all accrued but unpaid obligations. In the event Mr. Shannon's or Ms. Baddour's employment is terminated by us without cause or by the executive for good reason on or prior to the one-year period immediately following a "change in control" (as defined below), then Mr. Shannon or Ms. Baddour will receive in lieu of any severance payable under their respective agreements (i) a severance payment equal to two times the sum of the executive's base salary plus his or her target bonus amount, payable in a lump-sum cash payment, (ii) 24 months of continued medical, dental and other health benefit coverage with the same employee cost-sharing as is provided to employees generally and (iii) all accrued but unpaid obligations.

In the event any payments to Mr. Shannon or Ms. Baddour would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, or the Code, then the executive will be entitled to receive an additional payment in an amount such that after payment by the executive of all federal, state and local taxes, including any income taxes and excise taxes imposed on the additional payment, the executive retains an amount of the additional gross-up payment equal to the excise tax imposed. However, if all taxes under Section 4999 of the Code could be eliminated if the aggregate value of all payments to Mr. Shannon or Ms. Baddour were reduced by no more than 10%, then such payments will be so reduced. In consideration for these benefits, Mr. Shannon and Ms. Baddour are also subject to certain restrictive covenants, including confidential information and non-disparagement covenants each for the term of his or her employment with us and thereafter, and covenants not to compete and not to solicit, each for the term of his or her employment with us and for 12 months following his or her termination date.

For purposes of the Shannon Agreement and the Baddour Agreement, "cause" means the occurrence of the following: (i) a material breach of the employment agreement by the executive (where the executive fails to

119

Table of Contents

cure such breach within ten (10) business days after being notified in writing by us of such breach); (ii) the executive's failure (except where due to a physical or mental incapacity) to substantially perform his or her material duties which continues beyond ten (10) days after a written demand for substantial performance is delivered to the executive; (iii) the executive engaging in or causing an act of willful misconduct that has a material adverse impact on our reputation, business, business relationships or financial condition; (iv) the executive's conviction of, or plea of guilty or nolo contendere to, a felony, or any crime involving moral turpitude not involving a traffic offence; and (v) the executive's willful refusal to perform the specific lawful directives of our board of directors which are consistent with the scope of his or her duties and responsibilities under the employment agreement, provided, however, that no action taken by the executive in the reasonable, good faith belief that it was in the best interest of the company shall be treated as a basis for termination of their employment for cause under clause (i) above, and no failure of the executives or our company to achieve performance goals, alone, shall be treated as a basis for termination of his or her employment for cause under clause (ii) or (v) above.

For purposes of the Shannon Agreement and the Baddour Agreement, "good reason" means: (i) any material breach of the Shannon or Baddour Agreement by us (where we fail to cure such breach within ten (10) business days after being notified in writing by the executive of such breach); (ii) the material diminution, without the executive's written consent, of the executive's position, authority, duties or responsibilities as indicated in the Shannon Agreement or Baddour Agreement, or the appointment of any other person, without his or her written consent, to perform any material part of such duties, including without limitation, the failure of the executive to have such duties and responsibilities with respect to the acquiring entity following a change in control; (iii) the involuntary material relocation of Mr. Shannon's then current principal place of business to a location more than 50 miles from his current principal place of business; and (iv) the failure by us to obtain the assumption in writing of our obligation to perform under the Shannon Agreement or the Baddour Agreement by any successor to all or substantially all of our assets. Clause (iii) above is only applicable to the Shannon Agreement. Mr. Shannon and Ms. Baddour may terminate their employment for good reason by providing us with 30 days' written notice setting forth in reasonable specificity the event that constitutes good reason, within 90 days of the occurrence of such event. During such 30 days' notice period, we have the opportunity to cure the event that constitutes good reason, and if not cured within such period, Mr. Shannon's or Ms. Baddour's termination will be effective upon the expiration of such cure period.

For purposes of the Shannon Agreement and the Baddour Agreement, "change in control" is defined under the 2013 Stock Incentive Plan for Key Employees of PRA, or the Stock Incentive Plan, on the date of the change in control or as defined under the Stock Incentive Plan as in effect on the effective date of the applicable employment agreement, whichever is more favorable to the executive.

Terms and Conditions of Employment Agreement for David W. Dockhorn

Effective as of March 1, 2009, we entered into an employment and non-competition agreement with Mr. Dockhorn, or the Dockhorn Agreement, to serve as our Executive Vice President and Corporate Compliance Officer for a term of two years with an automatic one-year term renewal, unless terminated with at least 90 days written notice from either Mr. Dockhorn or us. The Dockhorn Agreement provides for an annual base salary, which was $340,000 as of December 31, 2013, and an annual target bonus of $135,000 based upon achievement of performance goals and objectives.

Pursuant to the Dockhorn Agreement, in the event Mr. Dockhorn's employment is terminated (a) as a result of Mr. Dockhorn's death or disability, (b) by us without "cause" or (c) by Mr. Dockhorn for "good reason" (each as defined below) and Mr. Dockhorn executes and does not revoke a general release of claims in favor of us, then Mr. Dockhorn will receive (i) a severance payment equal to the sum of Mr. Dockhorn's base salary for a 12 month period, (ii) reimbursements for 12 months of continued medical, dental and other health benefit coverage and (iii) all accrued by unpaid obligations. In the event Mr. Dockhorn's employment is terminated (a) as a result of Mr. Dockhorn's death or disability, (b) by us without cause or (c) by Mr. Dockhorn for good reason within 12 months following a "change in control" (as defined below), then

120

Table of Contents

Mr. Dockhorn will receive (i) a severance payment equal to two times the sum of Mr. Dockhorn's base salary, payable in a lump-sum cash payment, (ii) reimbursements for 24 months of continued medical, dental and other health benefit coverage and (iii) all accrued but unpaid obligations.

In consideration for these severance benefits, Mr. Dockhorn is also subject to certain restrictive covenants, including confidential information and non-disparagement covenants each for the term of his employment with us and thereafter, and covenants not to compete and not to solicit, each for the term of his employment and for 12 months following his termination date. In addition, if Mr. Dockhorn receives his change in control termination benefits described above, Mr. Dockhorn will be subject to covenants not to compete and not to solicit for 24 months following the termination date in place of the original covenants not to compete or not to solicit.

For purposes of the Dockhorn Agreement, "cause" includes but is not limited to: (i) a material breach of the Dockhorn Agreement by Mr. Dockhorn (where Mr. Dockhorn fails to cure such breach within five business days after being notified in writing by us of such breach); (ii) Mr. Dockhorn's failure (except where due to a physical or mental incapacity) to substantially perform his material assigned duties as reasonably determined by us; (iii) Mr. Dockhorn engaging in or causing an act that has a material adverse impact on our reputation, business, business relationships or financial condition; (iv) Mr. Dockhorn's conviction of, or plea of guilty or nolo contendere to, a felony or any crime involving moral turpitude; (v) Mr. Dockhorn's gross misconduct, dishonesty, or fraud; or (vi) Mr. Dockhorn's willful refusal to perform the specific lawful directives of the CEO, or the CEO's designee, which are consistent with the scope, ethics and nature of Mr. Dockhorn's duties and responsibilities, provided, however, that no action taken by Mr. Dockhorn in a reasonable, good faith belief that it was in our best interest shall be treated as a basis for termination of his employment for cause under clause (i) above, and no failure of Mr. Dockhorn or our company to achieve performance goals, alone, shall be treated as a basis for termination of his employment for cause under clause (ii) or (vi) above.

For purposes of the Dockhorn Agreement, "good reason" means: (i) any material breach of the Dockhorn Agreement by us; or (ii) the appointment of any other person, without Mr. Dockhorn's written consent, to perform any substantial part of his duties, including Mr. Dockhorn's failure to have substantially the same duties and responsibilities with an acquiring entity after any change in control. Mr. Dockhorn may not resign for good reason unless he provides written notice to us within 90 days after the initial occurrence of the event or condition which constitutes good reason and we have not cured the existence of such event or condition within 30 days of the receipt of such written notice.

For purposes of the Dockhorn Agreement, "change in control" means: (i) the sale of all or substantially all of our assets; (ii) the consummation of a merger or other consolidation of our company with any other corporation other than (a) a merger or consolidation which would result in our voting securities outstanding immediately prior thereto continuing to represent more than 50% of the combined voting power of our voting securities, or any surviving company, outstanding immediately after such merger or consolidation, or (b) a merger or consolidation effected to implement a recapitalization of our company (or similar transaction) in which no person (as used in Sections 13(d) and 14(d) of the Exchange Act, excluding us or any corporation owned, directly or indirectly, by us or our shareholders in the same proportions as their ownership of our stock) acquires more than 30% of the combined voting power of the company's then-outstanding securities; or (iii) any person becomes the beneficial owner (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of our securities representing 30% or more of the combined voting power of our then-outstanding securities.

Base salaries

Base salaries may be adjusted from time to time based upon the board of directors' assessment of each executive officer's individual performance and the company's overall budgetary guidelines. In addition, base salaries may be adjusted in connection with promotions or increased responsibilities or to maintain competitiveness within the market. On April 1, 2013, the board of directors determined to increase the

121

Table of Contents

base salary of each of Ms. Baddour and Mr. Dockhorn to $370,000 and $340,000, respectively, after assessing each of their individual performances. In addition, effective July 1, 2014 the board of directors determined to increase Mr. Shannon's base salary to $600,000 after assessing his individual performance in connection with his new employment agreement.

Bonuses

Terms and Conditions of Discretionary Annual Bonuses Under the Management Incentive Plan

We maintain the Management Incentive Plan, or MIP, pursuant to which we award annual discretionary bonuses to our executive officers, including our NEOs. Our board of directors directly links the amount of the annual cash bonuses we pay to our corporate financial performance for the particular year. Each of NEOs has a target bonus amount set forth in his or her employment agreement. The actual amount of each bonus is determined by the board of directors in its sole discretion and may be higher or lower than the target amount.

The board of directors establishes performance goals for our corporate performance after considering our financial results from the prior year and the annual operating budget for the coming year. It uses these performance goals to establish a target for the company-wide bonus pool. After the completion of the relevant fiscal year, the board of directors evaluates the company's corporate financial performance in relation to the company performance goals and then evaluates the extent to which the MIP bonus pool should be funded. In fiscal 2013, the performance goal related to the achievement of an Adjusted EBITDA target. Adjusted EBITDA is defined in the same way as the definition of Adjusted EBITDA that is used for covenant calculations under our indenture that governs our Notes dated as of September 23, 2013 and the credit agreements governing our Senior Secured Credit Facilities, which define Adjusted EBITDA as net income (loss) before interest, taxes, depreciation and amortization, as further adjusted to exclude certain unusual, non-cash, and other items permitted under such covenants. Adjusted EBITDA is also one of the measures that is used by management to gauge operating performance from period to period and it is used by investors and analysts to value the company and compare our performance to that of our peers.

If the performance target set by the board of directors is met, the bonus pool will be set at the target amount set in the annual operating budget, subject to the board of directors' discretion as discussed below. If our performance exceeds the budgeted levels of Adjusted EBITDA, the bonus pool amount is increased based on the pre-established scale. If we do not meet the budgeted performance goals, the bonus pool amount is decreased from the target calculated based on the pre-established scale. The actual bonus amounts allocated to the bonus pool for the entire company are ultimately determined by the board of directors in its discretion taking into account the achievement of the performance goals, qualitative factors and management's recommendations. The board of directors has the discretion to adjust the initial bonus pool amount determined by reference to the pre-established scale upwards or downwards, considering management's recommendations, the achievement of the pre-established qualitative factors and other considerations the board of directors deems appropriate.

After determining the funding level of the MIP, the board of directors, together with input from Mr. Shannon and Ms. Baddour for all executive participants except for themselves, then determines the amounts of the individual performance bonuses awarded to participants in the MIP with the size of such amounts based on the target dollar values set by the board of directors for each participant compared to the total funding of the MIP bonus pool and individual performance. Our board of directors, in its discretion, evaluates the performance of each individual participant's performance and contributions to the company as a whole to decide the amount of cash bonus awarded. The board of directors considers a number of factors, including:

•: the performance of the executive;
•: past awards to the executive;
•: strategic positioning of the company;
•: the effective management of expenses;
•: the effective management of risk;

122

Table of Contents

•: demonstration of leadership, teamwork and innovation; and
•: the extent of accomplishment of the company's business plan.

The achievement, or inability to achieve, any particular financial or operational measure in a given year neither guarantees nor precludes the payment of an award but is considered by the board of directors as one of several factors in light of the other factors noted and any additional information available to it at the time, including market conditions in general. The board of directors does not use a formula or assign any particular relative weighting to any performance measure.

The NEOs' target bonus opportunities under the MIP are expressed as either a percentage of base salary or as a dollar value, each of which may be increased or decreased in the board of directors' discretion based on individual performance and contribution to our performance once the funding amount of the MIP is determined. For each of our NEOs, their target bonus opportunity was originally set in their employment agreements as described above. Our board of directors regularly reviews these target amounts to ensure they are appropriate, while reviewing these target amounts the board of directors does not follow a formula but rather uses certain factors as general background information prior to determining the target bonus opportunity rates for our NEOs. The board of directors sets these rates based on each participating executive's experience in her or his role with us and the level of responsibility held by each executive, which the board of directors believes directly correlates to her or his ability to influence corporate results. For fiscal year 2013, the board of directors used a guideline target bonus opportunity of $324,000 for Mr. Shannon, $150,000 for Ms. Baddour, and $135,000 for Mr. Dockhorn, and there was no minimum or maximum threshold.

In early 2014, the board of directors reviewed our performance with respect to our financial objectives to determine bonuses to executive officers for fiscal year 2013. The board of directors determined to fund the MIP at $7.0 million to be distributed to all participants in the MIP.

On the basis of the level of funding of the MIP, the board of directors determined to award discretionary cash bonuses to the NEOs under the MIP based on their individual performance and contributions. The board of directors determined that Mr. Shannon should receive a discretionary bonus payment of $175,000. The board of directors with input from Mr. Shannon determined that Ms. Baddour should receive a discretionary bonus payment of $125,000. The board of directors with input from Mr. Shannon and Ms. Baddour determined that Mr. Dockhorn should receive a discretionary bonus payment of $110,000. The 2013 bonuses awarded to our NEOs are set forth in the "—Summary Compensation Table" above.

KKR Transaction Bonuses

In fiscal 2013, in addition to the fiscal 2013 annual bonus under the Management Incentive Plan described above, the board of directors determined that it was appropriate to award an additional discretionary cash bonus of $4,000,000 for Mr. Shannon and $2,500,000 for Ms. Baddour for their significant contributions with the KKR Transaction.

Terms and Conditions of Equity Award Grants

Equity Award Grants

Each of Mr. Shannon, Ms. Baddour and Mr. Dockhorn received an equity award grant in fiscal year 2013. The table above entitled "—Outstanding Equity Awards at 2013 Fiscal Year End" describes the material terms of other option awards made in past fiscal years to our NEOs.

In December 2013 our board of directors granted Mr. Shannon, Ms. Baddour and Mr. Dockhorn an option to purchase 596,913, 396,521 and 170,545 shares of our common stock, respectively, pursuant to our Stock Incentive Plan, each with an exercise price of $11.73 per share, which the board of directors determined was at least equal to the fair market value on the date of grant. Such options consist of 50% time-based and 50% performance-based options for each of our NEOs.

123

Table of Contents

The time-based option vests as to 20% of the shares subject to such option on each anniversary of the vesting commencement date such that all of the shares subject to the option will be vested and exercisable on the fifth anniversary of the vesting commencement date, subject to the holder continuing to provide services through such vesting date. The performance-based option vests upon the occurrence of a transaction (which includes a change in control (as defined in our Stock Incentive Plan), extraordinary dividend payment(s), or a sale or other disposition of shares into the public market, wherein KKR receives cash, on a cumulative basis, in respect of its shares) (i) as to 50% of the shares subject to such option if KKR has achieved a multiple of invested capital at least equal to 2.0x or a cumulative internal rate of return at least equal to 20%, or the 2.0x Performance Option, and (ii) as to 50% of the shares subject to such option if KKR has achieved a multiple of invested capital at least equal to 2.5x or a cumulative internal rate of return at least equal to 20%, or the 2.5x Performance Option.

Rollover options

All outstanding options to acquire stock that were issued prior to our acquisition by KKR (other than the rollover options described below), whether or not fully vested, became fully vested immediately prior to such acquisition and were either rolled over into options to purchase shares of our common stock or canceled and converted into cash payments, based on the difference between the change in control price and the option's exercise price. The cash payments received by Mr. Shannon, Ms. Baddour and Mr. Dockhorn in the aggregate were $3,097,552, $1,921,598 and $4,402,844, respectively.

In addition, in connection with our acquisition by KKR, our NEOs were required to roll over portions of their outstanding options to acquire stock that were issued prior to our acquisition by KKR into options to purchase shares of our common stock. Mr. Shannon and Ms. Baddour agreed to rollover a portion of their stock options into options to purchase shares of common stock in each case having an aggregate spread value, or any combination of purchase or rollover in the aggregate, equal to the sum of 50% of their pre-tax value plus 30% of the pre-tax amount of the transaction bonus they were to receive in connection with the closing of the KKR Transaction. Mr. Dockhorn agreed to rollover a portion of his company stock options granted to him in 2007 into options to purchase shares of common stock equal to 50% of their pre-tax value. Pre-tax value means the aggregate pre-tax dollar amount they would otherwise receive in respect of their company options in cash under the merger agreement entered into in connection with the KKR Transaction. These "rollover options" were fully vested as of their date of grant and remain outstanding in accordance with the terms of the governing stock incentive plans and grant agreements and the separate rollover option agreements entered into with each of the individual option holders, including our NEOs. However, in connection with our acquisition by KKR, the exercise price and number of shares underlying the rollover options were adjusted as a result of the acquisition and the exercise price for all such options was adjusted to $2.93 per option.

Dividend payments

In February 2013, our board of directors approved a cash dividend of $2.83 per share, payable to holders of our common stock, or the February 2013 Dividend. To equitably reflect the impact of the February 2013 Dividend on the holders of outstanding options, our board of directors approved cash payments to be made with respect to vested options and unvested options subject to time-based vesting and approved reductions of the exercise prices for certain options which are subject to performance-based vesting as follows:

Vested Options. In February 2013, holders of vested options received a one-time cash bonus equal to $2.83, or the 2013 Option Dividend Payments, multiplied by the number of shares vested under outstanding options. Messrs. Shannon and Dockhorn and Ms. Baddour received an aggregate of $2,290,814, $1,700,117 and $1,747,525, respectively, in consideration of the 2013 Option Dividend Payments on their vested options.

Unvested Options. In February 2013, holders of unvested options that are subject to vesting solely on the basis of continued service with us, or the Time-Based Options, became entitled to receive the 2013 Option Dividend Payments as cash bonuses equal to $2.83 multiplied by the number of shares that vest on each

124

Table of Contents

vesting date under outstanding Time-Based Options, payable within 30 days following the date upon which such unvested Time-Based Options vest. Messrs. Shannon and Dockhorn and Ms. Baddour when they vested in connection with the KKR Transaction received an aggregate of $212,250, $0 and $106,125, respectively, in consideration of the 2013 Option Dividend Payments on their Time-Based Options, when they vested in connection with the KKR Transaction.

Performance-Based Options. In order to accurately reflect the impact of the payment of the February 2013 Dividend, the per share exercise prices of all options with performance-based vesting were reduced by an amount equal to the per share amounts of such dividends. Accordingly, in February 2013, the exercise price of each of Mr. Shannon's 100,000 performance options was reduced by $2.83 per share. Because we adjusted the exercise price of options with performance-based vesting previously awarded to Mr. Shannon as a result of the 2013 Dividend, the incremental fair value for such adjusted options, computed as of the dividend date is included in footnote (2) to the "—Summary Compensation Table" above. In addition, the target prices per share comprising the performance vesting targets with respect to 50,000 shares, set forth in the vesting schedules of the performance-based option agreements were also equitably reduced by $2.83 to reflect the 2013 Option Dividend Payments.

Terms and Conditions of 401(k) Plan

Our U.S. eligible employees, including our NEOs, participate in our 401(k) Plan. Enrollment in the 401(k) Plan is automatic for employees who meet eligibility requirements unless they decline participation. Under the 401(k) Plan, we match a maximum of 50% of the first 6% of a participant's salary contributions to the 401(k) Plan. The maximum contribution to the 401(k) Plan is 100% of an employee's annual eligible compensation, subject to regulatory and plan limitations.

Employee Equity Plans

The principal features of our equity incentive plans are summarized below. These summaries are qualified in their entirety by reference to the text of the plans or agreements, which are filed as exhibits to the registration statement.

2014 Omnibus Incentive Plan

In connection with this offering, our Board of Directors expects to adopt, and our stockholders expect to approve, the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan, or the 2014 Omnibus Incentive Plan, prior to the completion of the offering.

Purpose The purpose of our 2014 Omnibus Incentive Plan is to provide a means through which to attract and retain key personnel and to provide a means whereby our directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) can acquire and maintain an equity interest in us, or be paid incentive compensation, including incentive compensation measured by reference to the value of our common stock, thereby strengthening their commitment to our welfare and aligning their interests with those of our stockholders.

Administration Our 2014 Omnibus Incentive Plan will be administered by the compensation committee of our board of directors or such other committee of our board of directors to which it has delegated power, or if no such committee or subcommittee thereof exists, our board of directors (as applicable, the " Committee "). The Committee has the sole and plenary authority to establish the terms and conditions of any award, consistent with the provisions of our 2014 Omnibus Incentive Plan. The Committee is authorized to interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in our 2014 Omnibus Incentive Plan and any instrument or agreement relating to, or any award granted under, our 2014 Omnibus Incentive Plan; establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee deems appropriate for the proper administration of our 2014 Omnibus Incentive Plan; and to make any other determination and take any other action that the Committee deems necessary or desirable for the administration of our 2014 Omnibus Incentive Plan. Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which our securities are listed or traded, the Committee may

125

Table of Contents

allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it in accordance with the terms of our 2014 Omnibus Incentive Plan. Any such allocation or delegation may be revoked by the Committee at any time. Unless otherwise expressly provided in our 2014 Omnibus Incentive Plan, all designations, determinations, interpretations, and other decisions under or with respect to our 2014 Omnibus Incentive Plan or any award or any documents evidencing awards granted pursuant to our 2014 Omnibus Incentive Plan are within the sole discretion of the Committee, may be made at any time and are final, conclusive and binding upon all persons or entities, including, without limitation, us, any participant, any holder or beneficiary of any award, and any of our stockholders.

Shares Subject to our 2014 Omnibus Incentive Plan Our 2014 Omnibus Incentive Plan provides that the total number of shares of common stock that may be issued under our 2014 Omnibus Incentive Plan is 3,200,000, plus any shares of common stock subject to outstanding awards granted under the 2013 Stock Incentive Plan for Key Employees of PRA Health Sciences, Inc. and its Subsidiaries that, after this offering, expire or are otherwise forfeited or terminated in accordance with their terms, in each case, without the delivery of shares of common stock in settlement thereof. Of this amount, the maximum number of shares for which incentive stock options may be granted is 3,200,000; the maximum number of shares for which options or stock appreciation rights may be granted to any individual participant during any single fiscal year is 1,000,000; the maximum number of shares for which performance compensation awards denominated in shares may be granted to any individual participant in respect of a single fiscal year is 2,000,000 (or if any such awards are settled in cash, the maximum amount may not exceed the fair market value of such shares on the last day of the performance period to which such award relates); the maximum number of shares of common stock granted during a single fiscal year to any non-employee director, taken together with any cash fees paid to such non-employee director during the fiscal year, will not exceed $500,000 in total value; and the maximum amount that may be paid to any individual participant for a single fiscal year under a performance compensation award denominated in cash is $7,500,000. Except for substitute awards (as described below), in the event any award expires or is canceled, forfeited, terminated, lapses, or otherwise settled without the delivery of the full number of shares subject to such award, including as a result of net settlement of the award or as a result of the award being settled in cash, the undelivered shares may be granted again under our 2014 Omnibus Incentive Plan, unless the shares are surrendered after the termination of our 2014 Omnibus Incentive Plan, and only if stockholder approval is not required under the then-applicable rules of the exchange on which the shares of common stock are listed. Awards may, in the sole discretion of the Committee, be granted in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by us or with which we combine (referred to as "substitute awards"), and such substitute awards will not be counted against the total number of shares that may be issued under our 2014 Omnibus Incentive Plan, except that substitute awards intended to qualify as "incentive stock options" will count against the limit on incentive stock options described above. No award may be granted under our 2014 Omnibus Incentive Plan after the tenth anniversary of the effective date of the plan, but awards theretofore granted may extend beyond that date.

Options The Committee may grant non-qualified stock options and incentive stock options, under our 2014 Omnibus Incentive Plan, with terms and conditions determined by the Committee that are not inconsistent with our 2014 Omnibus Incentive Plan; provided , that all stock options granted under our 2014 Omnibus Incentive Plan are required to have a per share exercise price that is not less than 100% of the fair market value of our common stock underlying such stock options on the date such stock options are granted (other than in the case of options that are substitute awards), and all stock options that are intended to qualify as incentive stock options must be granted pursuant to an award agreement expressly stating that the options are intended to qualify as incentive stock options, and will be subject to the terms and conditions that comply with the rules as may be prescribed by Section 422 of the Code. The maximum term for stock options granted under our 2014 Omnibus Incentive Plan will be ten years from the initial date of grant, or with respect to any stock options intended to qualify as incentive stock options, such shorter period as prescribed by Section 422 of the Code. However, if a non-qualified stock option would

126

Table of Contents

expire at a time when trading of shares of common stock is prohibited by our insider trading policy (or "blackout period" imposed by us), the term will automatically be extended to the 30 ^th day following the end of such period. The purchase price for the shares as to which a stock option is exercised may be paid to us, to the extent permitted by law, (i) in cash or its equivalent at the time the stock option is exercised; (ii) in shares having a fair market value equal to the aggregate exercise price for the shares being purchased and satisfying any requirements that may be imposed by the Committee; or (iii) by such other method as the Committee may permit in its sole discretion, including, without limitation, (A) in other property having a fair market value on the date of exercise equal to the exercise price, (B) if there is a public market for the shares at such time, through the delivery of irrevocable instructions to a broker to sell the shares being acquired upon the exercise of the stock option and to deliver to us the amount of the proceeds of such sale equal to the aggregate exercise price for the shares being purchased or (C) through a "net exercise" procedure effected by withholding the minimum number of shares needed to pay the exercise price and all applicable required withholding taxes. Any fractional shares of common stock will be settled in cash.

Stock Appreciation Rights The Committee may grant stock appreciation rights, with terms and conditions determined by the Committee that are not inconsistent with our 2014 Omnibus Incentive Plan. Generally, each stock appreciation right will entitle the participant upon exercise to an amount (in cash, shares or a combination of cash and shares, as determined by the Committee) equal to the product of (i) the excess of (A) the fair market value on the exercise date of one share of common stock, over (B) the strike price per share, times (ii) the number of shares of common stock covered by the stock appreciation right. The strike price per share of a stock appreciation right will be determined by the Committee at the time of grant but in no event may such amount be less than the fair market value of a share of common stock on the date the stock appreciation right is granted (other than in the case of stock appreciation rights granted in substitution of previously granted awards). The Committee may in its sole discretion, substitute, without the consent of the holder or beneficiary of such stock appreciation rights, stock appreciation rights settled in shares of our common stock (or settled in shares or cash in the sole discretion of the Committee) for nonqualified stock options.

Restricted Shares and Restricted Stock Units The Committee may grant restricted shares of our common stock or restricted stock units, representing the right to receive, upon the expiration of the applicable restricted period, one share of common stock for each restricted stock unit, or, in the sole discretion of the Committee, the cash value thereof (or any combination thereof). As to restricted shares of our common stock, subject to the other provisions of our 2014 Omnibus Incentive Plan, the holder will generally have the rights and privileges of a stockholder as to such restricted shares of common stock, including, without limitation, the right to vote such restricted shares of common stock (except, that if the lapsing of restrictions with respect to such restricted shares of common stock is contingent on satisfaction of performance conditions other than, or in addition to, the passage of time, any dividends payable on such restricted shares of common stock will be retained, and delivered without interest to the holder of such shares when the restrictions on such shares lapse). To the extent provided in the applicable award agreement, the holder of outstanding restricted stock units will be entitled to be credited with dividend equivalent payments (upon the payment by us of dividends on shares of common stock) either in cash or, at the sole discretion of the Committee, in shares of common stock having a value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which will be payable at the same time as the underlying restricted stock units are settled following the release of restrictions on such restricted stock units.

Other Stock-Based Awards The Committee may issue unrestricted common stock, rights to receive grants of awards at a future date, or other awards denominated in shares of common stock (including, without limitation, performance shares or performance units) under our 2014 Omnibus Incentive Plan, including performance-based awards, with terms and conditions determined by the Committee that are not inconsistent with our 2014 Omnibus Incentive Plan.

127

Table of Contents

Performance Compensation Awards The Committee may also designate any award as a "performance compensation award" intended to qualify as "performance-based compensation" under Section 162(m) of the Code. The Committee also has the authority to make an award of a cash bonus to any participant and designate such award as a performance compensation award under our 2014 Omnibus Incentive Plan. The Committee has the sole discretion to select the length of any applicable performance periods, the types of performance compensation awards to be issued, the applicable performance criteria and performance goals, and the kinds and/or levels of performance goals that are to apply.

The performance criteria that will be used to establish the performance goals may be based on the attainment of specific levels of our performance (and/or one or more affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and are limited to the following: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other 'value creation' metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; or (xxviii) any combination of the foregoing.

Any one or more of the performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure our performance as a whole or any of our divisions or operational and/or business units, product lines, brands, business segments, administrative departments or any combination thereof as the Committee may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. Unless otherwise determined by the Committee at the time a performance compensation award is granted, the Committee will, during the first 90 days of a performance period (or, within any other maximum period allowed under Section 162(m) of the Code) or at any time thereafter to the extent the exercise of such authority at such time would not cause the performance compensation awards granted to any participant for such performance period to fail to qualify as "performance-based compensation" under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a performance goal for such performance period, based on and to appropriately reflect the following events: (1) asset write-downs; (2) litigation or claim judgments or settlements; (3) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (4) any reorganization and restructuring programs; (5) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management's discussion and analysis of financial condition and results of operations appearing in our annual report to stockholders for the applicable year; (6) acquisitions or divestitures; (7) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (8) foreign exchange gains and losses; (9) discontinued operations and nonrecurring charges; and (10) a change in our fiscal year.

128

Table of Contents

Following the completion of a performance period, the Committee will review and certify in writing whether, and to what extent, the performance goals for the performance period have been achieved and, if so, calculate and certify in writing that amount of the performance compensation awards earned for the period based upon the performance formula. In determining the actual amount of an individual participant's performance compensation award for a performance period, the Committee has the discretion to reduce or eliminate the amount of the performance compensation award consistent with Section 162(m) of the Code. Unless otherwise provided in the applicable award agreement, the Committee does not have the discretion to (A) grant or provide payment in respect of performance compensation awards for a performance period if the performance goals for such performance period have not been attained; or (B) increase a performance compensation award above the applicable limitations set forth in the 2014 Omnibus Incentive Plan.

Effect of Certain Events on 2014 Omnibus Incentive Plan and Awards In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of common stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of our shares of common stock or other securities, issuance of warrants or other rights to acquire our shares of common stock or other securities, or other similar corporate transaction or event (including, without limitation, a "change in control", as defined below) that affects the shares of common stock, or (b) unusual or nonrecurring events (including, without limitation, a change in control) affecting us, any affiliate, or the financial statements of us or any affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that, in either case, an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee must make any such adjustments in such manner as it may deem equitable, including, without limitation, any or all of: (i) adjusting any or all of (A) the share limits applicable under our 2014 Omnibus Incentive Plan with respect to the number of awards which may be granted thereunder; (B) the number of our shares of common stock or other securities which may be issued in respect of awards or with respect to which awards may be granted under our 2014 Omnibus Incentive Plan and (C) the terms of any outstanding award, including, without limitation, (1) the number of shares of common stock or other securities subject to outstanding awards or to which outstanding awards relate (with any increase requiring the approval of our board of directors), (2) the exercise price or strike price with respect to any award or (3) any applicable performance measures; (ii) providing for a substitution or assumption of awards, accelerating the exercisability of, lapse of restrictions on, or termination of, awards or providing for a period of time for participants to exercise outstanding awards prior to the occurrence of such event; and (iii) cancelling any one or more outstanding awards and causing to be paid to the holders holding vested awards (including any awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such awards, if any, as determined by the Committee (which if applicable may be based upon the price per share of common stock received or to be received by other stockholders in such event), including, without limitation, in the case of options and stock appreciation rights, a cash payment equal to the excess, if any, of the fair market value of the shares of common stock subject to the option or stock appreciation right over the aggregate exercise price or strike price thereof. For the avoidance of doubt, the Committee may cancel any stock option or stock appreciation right for no consideration if the fair market value of the shares subject to such option or stock appreciation right is less than or equal to the aggregate exercise price or strike price of such stock option or stock appreciation right.

"Change in control" under the 2014 Omnibus Incentive Plan means: (i) the acquisition by any person of beneficial ownership of more than 50% of either (A) the then outstanding shares of our common stock, taking into account as outstanding our common stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock or (B) the combined voting power of the then outstanding voting securities of the company entitled to vote generally in the election of directors; provided, however , the following acquisitions will not constitute a change in control: (I) any acquisition by the company or any of its affiliate; (II) any acquisition by any

129

Table of Contents

employee benefit plan sponsored or maintained by the company or any of its affiliate; or (III) in respect of an award held by a particular participant, any acquisition by the participant or any group of persons including the participant; (ii) during any period of 12 months, individuals who, at the beginning of such period, constitute our Board of Director (the " Incumbent Directors ") cease for any reason to constitute at least a majority of our Board of Directors, provided that any person becoming a director subsequent to the adoption of the 2014 Omnibus Incentive Plan, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board of Director shall be an Incumbent Director; provided, however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board of Directors shall be deemed to be an Incumbent Director; or (iii) the sale, transfer or other disposition of all or substantially all of the assets of the company to any person that is not an affiliate of the company.

Nontransferability of Awards An award will not be transferable or assignable by a participant other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance will be void and unenforceable against us or any affiliate. However, the Committee may, in its sole discretion, permit awards (other than incentive stock options) to be transferred, including transfers to a participant's family members, any trust established solely for the benefit of a participant or such participant's family members, any partnership or limited liability company of which a participant or such participant and such participant's family members, are the sole member(s), and a beneficiary to whom donations are eligible to be treated as "charitable contributions" for tax purposes.

Amendment and Termination Our board of directors may amend, alter, suspend, discontinue, or terminate our 2014 Omnibus Incentive Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuation or termination may be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirement applicable to our 2014 Omnibus Incentive Plan or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under our 2014 Omnibus Incentive Plan (except for adjustments in connection with certain corporate events) or (iii) it would materially modify the requirements for participation in our 2014 Omnibus Incentive Plan; provided , further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any participant or any holder or beneficiary of any award will not, to that extent, be effective without such individual's consent.

The Committee may also, to the extent consistent with the terms of any applicable award agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any award granted or the associated award agreement, prospectively or retroactively, subject to the consent of the affected participant if any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination would materially and adversely affect the rights of any participant with respect to such award; provided , that without stockholder approval, except as otherwise permitted in our 2014 Omnibus Incentive Plan, (i) no amendment or modification may reduce the exercise price of any option or the strike price of any stock appreciation right; (ii) the Committee may not cancel any outstanding option or stock appreciation right and replace it with a new option or stock appreciation right (with a lower exercise price or strike price, as the case may be) or other award or cash payment that is greater than the intrinsic value (if any) of the cancelled option or stock appreciation right and (iii) the Committee may not take any other action which is considered a "repricing" for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which our securities are listed or quoted.

Dividends and Dividend Equivalents The Committee, in its sole discretion, may provide part of an award with dividends or dividend equivalents, on such terms and conditions as may be determined by the Committee in its sole discretion; provided , that no dividends or dividend equivalents will be payable in respect of outstanding (i) options or stock appreciation rights or (ii) unearned performance compensation

130

Table of Contents

awards or other unearned awards subject to performance conditions (other than or in addition to the passage of time) (although dividends or dividend equivalents may be accumulated in respect of unearned awards and paid within 15 days after such awards are earned and become payable or distributable).

Clawback/Forfeiture An award agreement may provide that the Committee may, in its sole discretion, cancel such award if the participant, while employed by or providing services to us or any affiliate or after termination of such employment or service, violates a non-competition, non-solicitation or non-disclosure covenant or agreement or otherwise has engaged in or engages in other detrimental activity that is in conflict with or adverse to our interests or the interests of any affiliate, including fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion. The Committee may also provide in an award agreement that if the participant otherwise has engaged in or engages in any activity referred to in the preceding sentence, such participant will forfeit any gain realized on the vesting or exercise of such award, and must repay the gain to the Company. Without limiting the foregoing, all awards will be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

United States Federal Income Tax Consequences

The following is a general summary of certain material United States federal income tax consequences of the grant, vesting, settlement and exercise of certain awards under the 2014 Omnibus Incentive Plan and the disposition of shares acquired pursuant to the exercise of such awards. This summary is intended to reflect the current provisions of the Code and is neither intended to be a complete statement of applicable law, nor does it address foreign, state, local or payroll tax considerations. This summary assumes that all awards granted under the 2014 Omnibus Incentive Plan are exempt from, or comply with, the rules under Section 409A of the Code related to nonqualified deferred compensation. Moreover, the United States federal income tax consequences to any particular holder may differ from those described herein by reason of, among other things, the particular circumstances of such holder.

•: Incentive Stock Options An option granted as an "incentive stock option" ("ISO") under Section 422 of the Code may qualify for special tax treatment. The Code requires that, for treatment of an option as an ISO, common stock acquired through the exercise of the option cannot be disposed of before the later of: (i) two years from the date of grant of the option or (ii) one year from the date of exercise. Holders of ISOs will generally incur no federal income tax liability at the time of grant or upon exercise of those options. However, the option "spread value" at the time of exercise will be an "item of tax preference," which may give rise to "alternative minimum tax" liability for the taxable year in which the exercise occurs. If the holder does not dispose of the shares before two years following the date of grant and one year following the date of exercise, the difference between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as applicable. Assuming both holding periods are satisfied, we will not be allowed a deduction for federal income tax purposes in connection with the grant or exercise of the ISO. If, within two years following the date of grant or within one year following the date of exercise, the holder of shares acquired through the exercise of an ISO disposes of those shares, with certain exceptions, the holder will generally realize ordinary income at the time of such disposition equal to the difference between the exercise price and the fair market value of a share on the date of exercise and that amount will generally be deductible by us for federal income tax purposes, subject to the possible limitations on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections. Any additional gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss, as applicable, for which we are not entitled to a deduction. Finally, if an otherwise qualified ISO first becomes exercisable in any one year for shares having an aggregate value in excess of $100,000 (based on the grant date value), the portion of the ISO in respect of those excess shares will be treated as a non-qualified stock option for federal income tax purposes.

131

Table of Contents

•: Nonqualified Options In general, in the case of a nonqualified stock option, the holder has no federal income tax liability at the time of grant but realizes ordinary income upon exercise of the option in an amount equal to the excess, if any, of the fair market value of the shares acquired upon exercise over the exercise price. We will be able to deduct this same amount for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss, as applicable, for which we are not entitled to a deduction.
•: Stock Appreciation Rights No federal income tax liability will be realized by a holder upon the grant of a stock appreciation right ("SAR"). Upon the exercise of a SAR, the holder will recognize ordinary income in an amount equal to the fair market value of the shares of stock or cash payment received in respect of the SAR. We will be able to deduct this same amount for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the shares is treated as capital gain or loss, as applicable, for which we are not entitled to a deduction.
•: Restricted Stock A holder will not have any federal income tax liability upon the grant of an award of restricted stock unless the holder otherwise elects to be taxed at the time of grant pursuant to Section 83(b) of the Code. On the date an award of restricted stock becomes transferable or is no longer subject to a substantial risk of forfeiture, the holder will have ordinary income equal to the difference between the fair market value of the shares on that date over the amount the holder paid for such shares, if any, unless the holder made an election under Section 83(b) of the Code to be taxed at the time of grant. If the holder makes an election under Section 83(b) of the Code, the holder will have ordinary income at the time of grant equal to the difference between the fair market value of the shares on the date of grant over the amount the holder paid for such shares, if any. Special rules apply to the receipt and disposition of restricted stock received by officers and directors who are subject to Section 16(b) of the Exchange Act. Any future appreciation in the common stock will be taxable to the holder at capital gains rates. However, if the restricted stock award is later forfeited, the holder will not be able to recover the tax previously paid pursuant to his Section 83(b) election. We will be able to deduct, at the same time as it is recognized by the holder, the amount of ordinary income to the holder for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
•: Restricted Stock Units A holder will not have any federal income tax liability at the time a restricted stock unit is granted. Rather, upon the delivery of shares (or cash) pursuant to a restricted stock unit award, the holder will have ordinary income equal to the fair market value of the number of shares (or the amount of cash) the holder actually receives with respect to the award. We will be able to deduct the amount of ordinary income to the holder for federal income tax purposes, but the deduction may be limited under Sections 280G and 162(m) of the Code for ordinary income paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the stock (if settled in stock) is treated as capital gain or loss for which we are not entitled to a deduction.
•: Stock Bonus Awards A holder will have ordinary income equal to the difference between the fair market value of the shares on the date the common stock subject to the award is transferred to the holder over the amount the holder paid for such shares, if any. We will be able to deduct, at the same time as it is recognized by the holder, the amount of ordinary income to the holder for federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections. Any gain or loss recognized upon a subsequent sale or exchange of the stock is treated as capital gain or loss for which we are not entitled to a deduction.

132

Table of Contents

•: Cash-Based Performance Awards A holder will not have any federal income tax liability, and we will not be allowed a tax deduction, at the time a cash-based performance award is granted (for example, when the performance goals are established). Upon receipt of cash in settlement of the award, the holder will recognize ordinary income equal to the cash received, and we will be allowed a corresponding federal income tax deduction at that time, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.
•: Section 162(m) In general, Section 162(m) of the Code denies a publicly held corporation a deduction for federal income tax purposes for compensation in excess of $1 million per year per person to its principal executive officer, and the three other officers (other than the principal executive officer and principal financial officer) whose compensation is disclosed in its prospectus or proxy statement as a result of their total compensation, subject to certain exceptions. Subject to obtaining approval of the 2014 Omnibus Incentive Plan by our stockholders prior to the payment of any awards thereunder, the 2014 Omnibus Incentive Plan is intended to satisfy an exception with respect to grants of options to covered employees. In addition, the 2014 Omnibus Incentive Plan is designed to permit certain awards of restricted stock, restricted stock units, cash bonus awards and other awards to be awarded as performance compensation awards intended to qualify under the "performance-based compensation" exception to Section 162(m) of the Code. Finally, under a special Code Section 162(m) exception, any compensation paid pursuant to a compensation plan in existence before the effective date of this offering will not be subject to the $1,000,000 limitation until the earliest of: (i) the expiration of the compensation plan, (ii) a material modification of the compensation plan (as determined under Code Section 162(m)), (iii) the issuance of all the employer stock and other compensation allocated under the compensation plan, or (iv) the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which the offering occurs.

2013 Stock Incentive Plan

Our board of directors initially adopted the 2013 Stock Incentive Plan for Key Employees of PRA Health Sciences, Inc. and its Subsidiaries, or the Stock Incentive Plan (formerly known as the 2013 Stock Incentive Plan for Key Employees of PRA Global Holdings, Inc. and its Subsidiaries), on September 23, 2013 and it was approved by our stockholders on September 23, 2013. The principal purpose of the Stock Incentive Plan is to promote our long term financial interests and growth by attracting and retaining management and other personnel and key service providers, motivate management personnel by means of growth-related incentives to achieve long range goals and further the alignment of interests of participants with those of our stockholders. Following this offering, we do not intend to grant any additional awards under our Stock Incentive Plan.

Types of awards The Stock Incentive Plan provides for the grant of stock options and other stock-based awards to employees, non-employee members of our board of directors, consultants, and other persons having a service relationship with us.

Share reserve We have reserved an aggregate of 5,782,496 shares of our common stock for issuance under our Stock Incentive Plan. As of December 31, 2013, options to purchase a total of 4,762,377 shares of common stock were issued and outstanding, no shares of common stock had been issued upon the exercise of options granted under the Stock Incentive Plan and 1,020,119 shares remained available for future grants.

Administration Our board of directors or a committee thereof administers our Stock Incentive Plan. The board of directors may delegate to the Chief Executive Officer and to other senior officers (if any) duties under the Stock Incentive Plan, subject to applicable law and such conditions and limitations as the board of directors prescribes, except that only the board of directors may designate and make grants to participants. Notwithstanding the foregoing, our board of directors retains all rights to take all actions as it may have also delegated under the terms of the Stock Incentive Plan.

133

Table of Contents

Awards Our Stock Incentive Plan provides that the committee may grant or issue stock options or other stock-based awards. Each award will be set forth in a separate agreement with the person receiving the award and will set forth the terms, conditions and limitations applicable to the award.

•: Stock Options provide for the right to purchase shares of our common stock at a specified price, which may not be less than fair market value on the date of grant, and usually will become exercisable (at the discretion of the committee) in one or more installments after the grant date, subject to the participant's continued employment or service with us and/or subject to the satisfaction of corporate performance targets and individual performance targets established by the committee. Stock options may be granted for any term specified by the committee that does not exceed ten years from the grant date.
•: Other Stock-Based Awards may include awards of shares, awards of restricted shares and/or awards that are valued by reference to, or otherwise based on the fair market value of, shares (including, without limitation, restricted stock units, stock appreciation rights, and dividend equivalent rights).

Payment The exercise price of stock options granted under our Stock Incentive Plan may be paid for in cash, by wire transfer, or if the participant so elects, through the withholding of shares (any such shares valued at fair market value on the date of exercise) otherwise issuable upon the exercise of the stock option.

Transfer Our Stock Incentive Plan does not allow for the transfer of awards other than by will or the laws of descent and distribution.

Certain events In the event of any stock split, spin-off, share combination, reclassification, change of the legal form, recapitalization, liquidation, dissolution, reorganization, merger, change in control, payment of a dividend (other than a cash dividend paid as part of a regular dividend program) or other similar transaction or occurrence which affects our equity securities or the value thereof, the committee shall make appropriate adjustments to the number and kind of shares available under our Stock Incentive Plan, the share prices related to outstanding grants, and/or such other action as it deems necessary to address.

Change in control In the event of a "change in control" (as defined below), the committee (in its sole discretion) may provide that all awards outstanding, unexercised or otherwise unvested or subject to lapse restrictions as of immediately prior to such change in control may automatically become fully exercisable or otherwise vested or no longer subject to lapse restrictions, as the case may be. In addition, the committee (in its sole discretion) may provide prior to the occurrence of a change in control either (i) that the awards shall be cancelled for fair market value, (ii) for the issuance of substitute awards that will preserve in no less favorable a manner the otherwise applicable terms of any affected grants, or (iii) that for a period of at least ten business days prior to the change in control, any stock options shall be exercisable and that upon the occurrence of the change in control, such stock options shall terminate. "Change in control" under our Stock Incentive Plan means (i) the sale of all or substantially all (i.e., at least 80%) of our assets (in one transaction or a series of related transactions) to any person (or group of persons acting in concert), other than to (x) KKR or its affiliates or (y) any employee benefit plan (or trust forming a part thereof) maintained by us or any of our subsidiaries or other person of which a majority of its voting power or other equity securities is owned, directly or indirectly, by us (any entity in clause (y), a "Controlled Party"); or (ii) a merger, recapitalization or other sale (in one transaction or a series of related transactions) of the Parent to a person (or group of persons acting in concert) of our stock that results in any person (or group of persons acting in concert) (other than (x) KKR or its affiliates or (y) any Controlled Party) owning more than 50% of our common stock (or the equity securities of any resulting company after a merger); provided that none of the foregoing events in clause (i) or (ii) a merger, recapitalization, or other sale by us, KKR, or any of their respective affiliates, to a person (or group of persons acting in concert) of our common stock that results in more than 50% of our common stock (or the equity securities of any resulting company after a merger) being held by a person (or group of persons acting in concert) that does not include KKR or any Controlled Party; and in any event of clause (i) or (ii), which results in KKR and any Controlled Party ceasing to hold the ability to elect a majority of the members of the board of directors (or the resulting company after a merger).

134

Table of Contents

Amendment; termination Our board of directors may amend, suspend or terminate our Stock Incentive Plan, but no amendment, suspension or termination will materially impair the rights of a holder of an outstanding option without the holder's consent. In addition, other than with respect to certain actions in connection with adjustments or a change in control, no such action may be taken which would, without approval of our stockholders, increase the aggregate number of shares reserved for issuance under our Stock Incentive Plan, decrease the price of outstanding grants, change the requirements relating to the committee, or extend the term of the Stock Incentive Plan. Unless terminated sooner by our board of directors, our Stock Incentive Plan will terminate on September 23, 2023. No awards may be granted under our Stock Incentive Plan after it is terminated, but the terms of grants made on or before such termination shall extend beyond such termination in accordance with their terms.

Management Stockholders Agreement

Each of our executives officers and directors have entered into the Management Stockholders Agreement dated as of September 23, 2013, between the company and certain other parties thereto, or the Management Stockholders Agreement. The Management Stockholders Agreement provides the company with certain rights that effectively restrict the transfer of our shares except for (i) transfers pursuant to this offering, (ii) transfers effected to the public pursuant to Rule 144 after this offering, (iii) transfers effected by participants pursuant to our bring along rights, (iv) transfers effected by participants pursuant to their tag alone rights, (v) transfers effected pursuant to our rights of first refusal, and (vi) any permitted transfer that is a gift to a participant's immediate family. The Management Stockholders Agreement also contain agreements among the parties with respect to, among other things, restrictions on the issuance or transfer of shares, including tag-along rights and drag-along rights, registration rights (including customary indemnification provisions) and call options.

2013 Director Compensation Table

The following table sets forth information concerning the compensation for our non-employee directors during the fiscal year ended December 31, 2013. The employee directors, Genstar affiliated directors and KKR affiliated directors did not receive compensation for serving on the board of directors or its committees and, as a result, are not listed in the table below.

Name

Melvin D. Booth	127,055	—	198,100	325,155
Robert E. Conway	50,822	—	155,650	206,472
George T. Shaheen	50,822	—	155,650	206,472
Terrance J. Bieker	50,822	905,850	1,846,575	2,803,247

(1): The amounts for Messrs. Booth, Conway, Shaheen and Bieker reflect a pro-rated portion of the annual retainer due to their partial year as a director.
(2): We did not award any options to purchase our common stock to non-employee directors in fiscal year 2013 and our non-employee directors did not have any option awards outstanding as of December 31, 2013. In connection with the February 2013 dividend we paid to Mr. Bieker, the per share exercise prices on his 2007 performance based vesting options were reduced by an amount equal to the per share amounts of such dividend. There was incremental fair value calculated in accordance with Topic 718 with respect to the option awards that were modified. Therefore, amounts included in this column for Mr. Bieker reflect incremental fair value calculated in accordance with Topic 718 in the amount of $905,850.
(3): Includes $183,950, $141,500, $141,500 and $1,846,575 for Messrs. Booth, Conway, Shaheen and Bieker, respectively, which was a result of the February 2013 dividend, whereby a cash payment of $2.83 per share, an amount equal to the cash dividend paid to our stockholders in February 2013, which was payable as a one-time cash bonus to holders of vested options subject to time-based vesting and $14,150 for each of Messrs. Booth, Conway and Shaheen, which is a cash dividend paid to holders of time-based vesting options that vested upon the KKR Transaction.

135

Table of Contents

Narrative to 2013 Director Compensation Table

We compensate our non-employee independent directors for their service on our board of directors, but do not pay director fees to our directors who are our employees or who are affiliated with KKR or Genstar. Our chairman of the board receives an annual cash retainer of $175,000 and our remaining independent directors receive an annual cash retainer of $70,000. In connection with the KKR Transaction, all of the company's non-employee directors listed in the table above resigned from the board of directors and its committees effective September 23, 2013 and their annual cash retainer for service on the company's board of directors was pro-rated accordingly.

We do not have any annual equity program to compensate our non-employee independent directors. However, our non-employee independent directors each received an initial option grant to purchase our common stock in connection with their board service, with a per share exercise price equal to the per share fair market value of the underlying shares on the grant date. The shares subject to the option vest in equal installments on each of anniversary of the date of grant for the first four years following the date of grant, such that the option shall be fully vested four years after the date of grant, subject to the holder continuing to provide services to the company through each such vesting date. In addition, the option awards will vest in full upon a change in control (as defined in our Stock Incentive Plan).

In addition, we provide reimbursement to our non-employee directors for their reasonable expenses incurred in attending meetings of our board of directors and committees of our board of directors. Our non-employee independent directors are not entitled to receive any additional fees. We intend to adopt a formal non-employee director compensation policy following the completion of this offering. Members of our board of directors will continue to be reimbursed for travel and other out-of-pocket expenses.

In February 2013, our board of directors approved the February 2013 Dividend. Holders of vested options received the 2013 Option Dividend Payments multiplied by the number of shares vested under their outstanding options. In addition, in order to accurately reflect the impact of the payment of the February 2013 Dividend, the per share exercise prices of all options with performance-based vesting were reduced by an amount equal to the per share amounts of such dividends. Accordingly, in February 2013, the exercise price per share was reduced by $2.83 for an aggregate of 457,500 shares subject to outstanding options held by Bieker. Because we adjusted the exercise price of options with performance-based vesting previously awarded to Mr. Bieker as a result of the February 2013 Dividend, the incremental fair value for such adjusted options, computed as of the dividend date is included in footnote (2) to the "2013 Director Compensation Table" above. In addition, the target prices per share comprising the performance vesting targets set forth in the vesting schedules of the performance-based option agreements were also equitably reduced by $2.83 to reflect the 2013 Option Dividend Payments.

2014 Independent Director Compensation

Following the offering, Mr. Barber will be entitled to compensation as follows:

•: $45,000 in cash, paid quarterly in arrears for his membership on our board;
•: $20,000 in cash, paid quarterly in arrears for his membership on our audit committee; and
•: $10,000 in cash, paid quarterly in arrears for his Chairmanship of our audit committee.

We will also be granting a restricted stock award to Mr. Barber valued at approximately $100,000. Fifty percent of the award will vest on the first anniversary of the grant date and the remaining 50% of the award will vest on the second anniversary of the grant date. Within one year following a change in control, if Mr. Barber's service on our board is terminated without "cause", the restricted stock award will vest in full.

136

Table of Contents

CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

The following includes a summary of transactions during the last three years to which we have been a party and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than certain equity and other compensation, termination, change in control and other arrangements, which are described under "Executive and Director Compensation."

Arrangements with our Executive Officers

In connection with the PRA Acquisition, we entered into letter agreements with certain members of PRA Holdings' management, including each of our executive officers, pursuant to which such members agreed to invest in our stock, generally though the rolling over of a portion of their then current issuer stock options, and/or through the purchase of our shares with cash. Colin Shannon, our Chief Executive Officer and the Chairman of our board of directors, rolled over 619,961 options valued at approximately $5.5 million. Linda Baddour, our Chief Financial Officer, rolled over 385,635 options valued at approximately $3.4 million. David Dockhorn, our Corporate Compliance Officer, rolled over 169,658 options valued at approximately $1.5 million. None of Mr. Shannon, Ms. Baddour or Mr. Dockhorn purchased our shares with cash. Furthermore, our board of directors granted options to purchase shares of our common stock to certain members of management and key employees, including to our executive officers, in December 2013.

In connection with their rollover of existing options and the grants of new options described above, the participating members of our management, including our executive officers, were required to enter into a Management Stockholder's Agreement and a Sale Participation Agreement, as well as an option rollover agreement and/or stock option agreement, as applicable.

Below are brief summaries of the principal terms of the Management Stockholder's Agreement and the Sale Participation Agreement, each of which are qualified in their entirety by reference to the agreements themselves, forms of which were filed as exhibits to the registration statement of which this prospectus is a part.

Management Stockholder's Agreement

The Management Stockholder's Agreement imposes significant restrictions on transfers of shares of our common stock.

Generally, shares will be nontransferable by any means at any time prior to the earlier of a "Change in Control" (as defined in the Management Stockholder's Agreement) or the fifth anniversary of the closing date of the KKR Transaction (September 23, 2018), except (i) sales pursuant to an effective registration statement under the Securities Act filed by the Company in accordance with the Management Stockholder's Agreement, (ii) a sale pursuant to the Sale Participation Agreement (described below), (iii) a sale to certain "Permitted Transferees" (as defined in the Management Stockholder's Agreement) or (iv) as otherwise permitted by KKR PRA Investors.

In connection with this offering, we have agreed to waive such transfer restrictions for all employees subject to the Management Stockholder's Agreement (other than our senior management group, which includes our executive officers) that were not permitted to participate in this offering with respect to the number of shares of our common stock equal to the number of shares of common stock such employees could have required us to register in this offering had we elected to grant them "piggyback rights."

In the event that a registration statement is filed with respect to our common stock in the future, the Management Stockholder's Agreement prohibits management stockholders from selling shares not included

137

Table of Contents

in the registration statement from the time of receipt of notice until 180 days (in the case of an initial public offering) or 90 days (in the case of any other public offering) of the date of the related prospectus. The Management Stockholder's Agreement also provides for the management stockholder's ability to cause us to repurchase their outstanding stock and options in the event of the management stockholder's death or disability, and for our ability to cause the management stockholder to sell their stock or options back to the Company upon certain termination events.

Additionally, following the initial public offering of our common stock, management stockholders, including our senior management group, will have limited "piggyback" registration rights with respect to their shares of common stock. The maximum number of shares of common stock which a management stockholder may register is generally proportionate with the percentage of common stock being sold by KKR PRA Investors (relative to their holdings thereof).

Sale Participation Agreement

The Sale Participation Agreement grants management stockholders the right to participate in any private direct or indirect sale of shares of common stock by the KKR PRA Investors (such right being referred to herein as the "Tag-Along Right"), and requires all management stockholders to participate in any such private sale if so elected by KKR PRA Investors in the event that it is proposing to sell stock in a transaction that would constitute a "Change in Control" (as defined in the Management Stockholder's Agreement) (such right being referred to herein as the "Drag-Along Right"). The number of shares of common stock which would be required to be sold by a management stockholder pursuant to the exercise of the Drag-Along Right will be the sum of the number of shares of common stock then owned by the management stockholder and his affiliates plus all shares of common stock the management stockholder is entitled to acquire under any unexercised options (to the extent such options are exercisable or would become exercisable as a result of the consummation of the proposed sale), multiplied by a fraction (x) the numerator of which shall be the aggregate number of shares of common stock proposed to be transferred by KKR PRA Investors in the proposed sale and (y) the denominator of which shall be the total number of shares of common stock owned by KKR PRA Investors. Management stockholders will bear their pro rata share of any fees, commissions, adjustments to purchase price, expenses or indemnities in connection with any sale under the Sale Participation Agreement.

Arrangements with KKR

Stockholders Agreement

In connection with this offering, we expect to enter into a stockholders agreement with certain affiliates of KKR. This agreement will grant affiliates of KKR the right to nominate to our board of directors a number of designees equal to: (i) at least a majority of the total number of directors comprising our board of directors at such time as long as affiliates of KKR beneficially own at least 50% of the shares of our common stock entitled to vote generally in the election of our directors; (ii) at least 40% of the total number of directors comprising our board of directors at such time as long as affiliates of KKR beneficially own at least 40% but less than 50% of the shares of our common stock entitled to vote generally in the election of our directors; (iii) at least 30% of the total number of directors comprising our board of directors at such time as long as affiliates of KKR beneficially own at least 30% but less than 40% of the shares of our common stock entitled to vote generally in the election of our directors; (iv) at least 20% of the total number of directors comprising our board of directors at such time as long as affiliates of KKR beneficially own at least 20% but less 30% of the shares of our common stock entitled to vote generally in the election of our directors; and (v) at least 10% of the total number of directors comprising our board of directors at such time as long as affiliates of KKR beneficially own at least 5% but less than 20% of the shares of our common stock entitled to vote generally in the election of our directors. For purposes of calculating the number of directors that affiliates of KKR are entitled to nominate pursuant to the formula outlined above, any fractional amounts would be rounded up to the nearest whole number and the calculation would be made on a pro forma basis, taking into account any increase in the size of our board of directors (e.g., one

138

Table of Contents

and one quarter (1 ¹ / 4 ) directors shall equate to two directors). In addition, in the event a vacancy on the board of directors is created by the death, disability, retirement or resignation of a KKR director designee, affiliates of KKR shall, to the fullest extent permitted by law, have the right to have the vacancy filled by a new KKR director-designee.

Registration Rights Agreement

KKR PRA Investors and its general partner entered into a registration rights agreement with us in connection with the KKR Transaction. Pursuant to this agreement, the KKR PRA Investors can cause us to register shares of our common stock held by it under the Securities Act and, if requested, to maintain a shelf registration statement effective with respect to such shares. KKR PRA Investors is also entitled to participate on a pro rata basis in any registration of our common stock under the Securities Act that we may undertake. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify KKR PRA Investors and members of management participating in any offering against certain liabilities which may arise under the Securities Act of 1933, as amended.

Monitoring Agreement

In connection with the PRA Acquisition, we entered into a monitoring agreement with KKR pursuant to which KKR provides management services to us and our affiliates. Pursuant to such agreement, we paid an aggregate annual management fee equal to $2.0 million for the fiscal year ending December 31, 2013 to such entity, which will increase by 5.0% each fiscal year thereafter, and reimburse out-of-pocket expenses incurred in connection with the provision of services pursuant to the monitoring agreement. We paid management fees of $1.1 million to KKR during the six months end June 30, 2014. The monitoring agreement provides a termination fee based on the net present value of future payment obligations under the monitoring agreement, under certain circumstances in which the monitoring agreement is terminated by us. In connection with this offering, we expect to terminate the monitoring agreement in accordance with its terms and expect to pay a termination fee equal to approximately $22.7 million.

Transaction Fee Agreement

We entered into a transaction fee agreement with certain affiliates of KKR, pursuant to which we also paid to such entities fees which were approximately $18.0 million in the aggregate in connection with services provided in connection with the PRA Acquisition and the RPS Acquisition.

Indemnification Agreement

In connection with entering into the monitoring and transaction fee agreements, we also entered into a separate indemnification agreement with an affiliate of KKR which provides customary exculpation and indemnification provisions in favor of such entity and its affiliates in connection with the services provided to us under the monitoring and transaction fee agreements.

The KKR Transaction

On September 23, 2013, affiliates KKR, a private equity firm, acquired PRA Holdings for $1.4 billion pursuant to a plan of merger among us, the merger sub and Genstar. Also on September 23, 2013, we acquired RPS Parent Holding Corp., a global CRO, for $274.3 million, or the RPS Acquisition. These transactions included an equity contribution by affiliates of KKR to us of $454.8 million, as a result of which KKR PRA Investors acquired approximately 39 million shares of our common stock and became our controlling shareholder.

The CRI Lifetree Transaction

In order to fund the acquisition of CRI Lifetree on December 2, 2013, affiliates of KKR made an equity contribution to us of $13.5 million in return for the issuance to KKR PRA Investors of an additional 1.2 million shares of our common stock.

139

Table of Contents

Directed Share Program

The underwriters have reserved for sale, at the initial public offering price, up to shares our common stock being offered for sale to our directors, officers and employees and certain other persons associated with us, as designated by us. The directed share program will not limit the ability of our directors, officers and their family members, or holders of more than 5% of our capital stock, to purchase more than $120,000 in value of our common stock. We do not currently know the extent to which these related persons will participate in our directed share program, if at all, or the extent to which they will purchase more than $120,000 in value of our common stock.

Relationship with KKR Capital Markets

KKR Capital Markets LLC, an affiliate of KKR, acted as a lead arranger and joint bookrunner for our Senior Secured Credit Facilities and a joint book-running manager under the Senior Notes. We paid KKR Capital Markets LLC underwriter fees and transaction fees of $0.7 million and $0.9 million, respectively, during the period from September 23, 2013 to December 31, 2013.

Relationship with Capstone Consulting LLC

In connection with the September 23, 2013 closing of the PRA Acquisition and RPS Acquisition, we paid $2.3 million of fees to Capstone Consulting LLC, a consulting company that works exclusively with KKR's portfolio companies for services related to the Acquisitions and a one-year consulting engagement.

Relationship with KKR Asset Management LLC

At June 30, 2014 KKR Asset Management LLC, an affiliate of KKR, held $23.1 million of the Senior Secured Term Loan Facility. At December 31, 2013, KKR Asset Management LLC held $28.0 million of the Senior Secured Term Loan Facility.

Certain Family Relationships

Douglas Dockhorn, an employee of ours since August 2014, is the brother of David W. Dockhorn, our Executive Vice President and Corporate Compliance Officer. Our employment agreement with Douglas Dockhorn provides for an annual base salary of $210,000 and an annual MIP target bonus of $50,000. The actual amount of the MIP bonus is adjusted based upon our corporate financial performance and individual performance. See "Executive and Director Compensation — Narrative to Summary Compensation Table and Outstanding Equity Awards at December 31, 2013 — Bonuses" for more information on our MIP. We believe that the compensation for Douglas Dockhorn is comparable to the compensations paid by other companies in our industry for similar positions. Douglas Dockhorn also participates in employee benefit plans generally available to our employees.

Policies and Procedures for Related Person Transactions

Our board of directors intends to adopt a written related person transaction policy, to be effective upon the consummation of this offering, to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K under the Securities Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds $120,000 and a related person had or will have a direct or indirect material interest, including, without limitation, purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person.

140

Table of Contents

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common stock, as of September 23, 2014 by:

•: each person known by us to beneficially own more than 5% of our common stock;
•: each of our directors;
•: each of our named executive officers;
•: all of our executive officers and directors as a group; and
•: the selling stockholder.

A person is a "beneficial owner" of a security if that person has or shares voting or investment power over the security or if that person has the right to acquire beneficial ownership within 60 days. Unless otherwise noted, these persons may be contacted at our executive offices and, to our knowledge, have sole voting and investment power over the shares listed. Percentage computations are based on 40,285,637 shares of our common stock outstanding as of September 23, 2014 and shares of common stock expected to be outstanding following this offering, including the shares of our common stock offered by us hereby. As of September 23, 2014, there were nine holders of record of our common stock.

	Shares Beneficially Owned Prior to Offering							Shares Beneficially Owned After Offering						Shares Beneficially Owned After Over-Allotment

	Shares Beneficially Owned Prior to Offering					Shares to be Sold in This Offering		Shares Beneficially Owned After Offering				Shares to be Sold in This Over-Allotment		Shares Beneficially Owned After Over-Allotment
Name of Beneficial Owner	Number		Percentage			Shares to be Sold in This Offering		Number		Percentage		Shares to be Sold in This Over-Allotment		Number		Percentage
*5% Stockholders*
Investment funds affiliated with KKR (1)		39,933,657		93.16	%
*Named Executive Officers*
Colin Shannon (2)		619,961		*			—		619,961		*		—		619,961		*
Linda Baddour (3)		385,635		*			—		385,635		*		—		385,635		*
David Dockhorn (4)		169,658		*			—		169,658		*		—		169,658		*
*Directors*
James C. Momtazee (5)		—					—		—				—		—
Ali J. Satvat (5)		—					—		—				—		—
Max C. Lin (5)		—					—		—				—		—
Jeffrey T. Barber		—					—		—				—		—
*All executive officers and directors as a group (7 persons)* (6)		1,175,254		*			—		1,175,254		*		—		1,175,254		*

*: Less than 1%
(1): Includes 39,933,657 shares directly owned by KKR PRA Investors L.P. KKR PRA Investors L.P. has identified itself as an affiliate of a broker-dealer and has represented to us that (a) the shares of our common stock shown above as being held by such entity were purchased by it in the ordinary course of business, and (b) at the time of such purchase, such entity had no arrangements or understandings, directly or indirectly, with any person to distribute such shares of our common stock. KKR PRA Investors GP LLC is the sole general partner of KKR PRA Investors L.P. KKR North America Fund XI L.P. is the sole member of KKR PRA Investors GP LLC. KKR Associates North America XI L.P. is the general partner of KKR North America Fund XI L.P. KKR North America XI Limited is the general partner of KKR Associates North America XI L.P. KKR Fund Holdings L.P. is the sole shareholder of KKR North America XI Limited. KKR Fund Holdings GP Limited is a general partner of KKR Fund Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Fund Holdings GP Limited and a general partner of KKR Fund Holdings L.P. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC and may be deemed to share voting and dispositive power with respect to the shares directly owned or beneficially owned by KKR PRA Investors L.P. Each of KKR PRA Investors GP LLC, KKR North America Fund XI L.P., KKR Associates North America XI L.P., KKR North America XI Limited, KKR Fund Holdings L.P., KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC, and Messrs. Kravis and Roberts may be deemed to be the beneficial owner of the securities held by KKR PRA Investors L.P., but each disclaim beneficial ownership of such securities. The principal business address of each of the entities and persons identified in this and the paragraph above, except Mr. Roberts, is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, Suite 4200, New York, NY, 10019. The principal business address for Mr. Roberts is c/o Kohlberg Kravis Roberts & Co. L.P., 2800 Sand Hill Road, Suite 200, Menlo Park, CA 94025.
(2): Includes options exercisable for 619,961 shares granted in connection with the KKR Transaction in exchange for options granted under prior equity plans. On December 20, 2013, Mr. Shannon was granted an option to purchase an aggregate of 596,913 shares of Company common stock, 59,691 of which vested on September 23, 2014. A portion of the option will vest over a period of five years from the grant date and the balance of the option will vest, if at all, based on the attainment by KKR of specified returns on its investment in the Company.
(3): Includes options exercisable for 385,635 shares granted in connection with the KKR Transaction in exchange for options granted under prior equity plans. On December 20, 2013, Ms. Baddour was granted an option to purchase an aggregate of 396,521 shares of Company common

141

Table of Contents

stock, 39,652 of which vested on September 23, 2014. A portion of the option will vest over a period of five years from the grant date and the balance of the option will vest, if at all, based on the attainment by KKR of specified returns on its investment in the Company.

(4): Includes options exercisable for 169,658 shares granted in connection with the KKR Transaction in exchange for options granted under prior equity plans. On December 20, 2013, Mr. Dockhorn was granted an option to purchase an aggregate of 170,545 shares of Company common stock, 17,054 of which vested on September 23, 2014. A portion of the option will vest over a period of five years from the grant date and the balance of the option will vest, if at all, based on the attainment by KKR of specified returns on its investment in the Company.
(5): Mssrs. Momtazee, Satvat and Lin are executives of KKR. Each of Mssrs. Momtazee, Satvat and Lin disclaims beneficial ownership of shares beneficially owned by KKR PRA Investors L.P. or its affiliates.
(6): Includes shares that are owned or may be deemed to be owned by current directors and executive officers.

142

Table of Contents

DESCRIPTION OF CAPITAL STOCK

General

The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, each of which will be in effect upon the consummation of the offering, copies of which are filed as exhibits to the registration statement of which this prospectus is a part.

Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware, or the DGCL.

Authorized Capital

At the time of the closing of this offering, our authorized capital stock will consist of:

•: 1,000,000,000 shares of common stock, par value $0.01 per share, of which 40,285,637 shares are issued and outstanding as of September 23, 2014, and;
•: 100,000,000 shares of preferred stock, par value $0.01 per share, of which no shares are issued and outstanding.

As of September 23, 2014, there were nine holders of record of our common stock.

Immediately following the closing of this offering, there are expected to be shares of common stock issued and outstanding and no shares of preferred stock outstanding.

Unless our board of directors determines otherwise, we will issue all shares of our capital stock in uncertificated form.

Common Stock

Voting Rights — Holders of our common stock are entitled to one vote for each share held of record on all matters to which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

Dividends — The DGCL permits a corporation to declare and pay dividends out of "surplus" or, if there is no "surplus," out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. "Surplus" is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of dividends to stockholders and any other factors our board of directors may consider relevant.

Liquidation — Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution.

143

Table of Contents

Rights and Preferences — Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. The common stock will not be subject to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by NASDAQ, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative participations, optional or other special rights, and the qualifications, limitations or restrictions thereof, of that series, including, without limitation:

•: the designation of the series;
•: the number of shares of the series, which our Board may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);
•: whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;
•: the dates at which dividends, if any, will be payable;
•: the redemption rights and price or prices, if any, for shares of the series;
•: the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
•: the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our Company;
•: whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;
•: restrictions on the issuance of shares of the same series or of any other class or series; and
•: the voting rights, if any, of the holders of the series.

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of you might believe to be in your best interests or in which you might receive a premium for your common stock over the market price of the common stock. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on the common stock, diluting the voting power of the common stock or subordinating the liquidation rights of the common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law

Our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL, which are summarized in the following paragraphs, contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire

144

Table of Contents

us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of our Company by means of a tender offer, a proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but unissued capital stock

Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of NASDAQ, which would apply if and so long as our common stock remains listed on NASDAQ, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

Our board of directors may generally issue preferred shares on terms calculated to discourage, delay or prevent a change of control of our Company or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.

One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Classified board of directors

Our amended and restated certificate of incorporation provides that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors are elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors are fixed from time to time exclusively pursuant to a resolution adopted by the board of directors.

Business combinations

We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:

•: prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
•: upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or
•: at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66 ² / 3 % of the outstanding voting stock that is not owned by the interested stockholder.

Generally, a "business combination" includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an "interested stockholder" is a person who, together with that person's affiliates and associates, owns, or within the previous three years

145

Table of Contents

owned, 15% or more of our voting stock. For purposes of this section only, "voting stock" has the meaning given to it in Section 203 of the DGCL.

Under certain circumstances, this provision will make it more difficult for a person who would be an "interested stockholder" to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Our restated certificate of incorporation provides that KKR and its affiliates and any of their respective direct or indirect transferees and any group as to which such persons are a party do not constitute "interested stockholders" for purposes of this provision.

Removal of Directors; Vacancies

Under the DGCL, unless otherwise provided in our amended and restated certificate of incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our amended and restated certificate of incorporation provides that directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66 ² / 3 % in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. In addition, our amended and restated certificate of incorporation also provides that, subject to the rights granted to one or more series of preferred stock then outstanding or the rights granted under the stockholders agreement with affiliates of KKR, any vacancies on our board of directors are filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, by a sole remaining director or by the stockholders; provided, however, at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, any newly created directorship on the board of directors that results from an increase in the number of directors and any vacancy occurring in the board of directors may only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by stockholders).

No cumulative voting

Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our amended and restated certificate of incorporation does not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to vote generally in the election of directors are able to elect all our directors.

Special stockholder meetings

Our amended and restated certificate of incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of the board of directors or the chairman of the board of directors; provided, however, at any time when KKR and its affiliates beneficially own, in the aggregate, at least 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, special meetings of our stockholders shall also be called by the board of directors or the chairman of the board of directors at the request of KKR and its affiliates. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

146

Table of Contents

Requirements for advance notification of director nominations and stockholder proposals

Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder's notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated bylaws also specify requirements as to the form and content of a stockholder's notice. Our amended and restated bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions do not apply to KKR and its affiliates so long as the stockholders agreement with affiliates of KKR remains in effect. See "Certain Relationships and Related Party Transactions — Arrangements with KKR — Stockholders Agreement." These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to influence or obtain control of our Company.

Stockholder action by written consent

Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation precludes stockholder action by written consent at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors; provided, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken by written consent to the extent provided by the applicable certificate of designation relating to such series.

Supermajority provisions

Our amended and restated certificate of incorporation and amended and restated bylaws provide that the board of directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, our bylaws without a stockholder vote in any matter not inconsistent with the laws of the State of Delaware or our amended and restated certificate of incorporation. For as long as KKR and its affiliates beneficially own, in the aggregate, at least 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders requires the affirmative vote of a majority in voting power of the outstanding shares of our stock present in person or represented by proxy and entitled to vote on such amendment, alteration, rescission or repeal. At any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders requires the affirmative vote of the holders of at least 66 ² / 3 % in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.

The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation's certificate of incorporation, unless the certificate of incorporation requires a greater percentage.

Our amended and restated certificate of incorporation provides that at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, the following provisions in our amended and restated certificate

147

Table of Contents

of incorporation may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66 ² / 3 % in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class:

•: the provision requiring a 66 ² / 3 % supermajority vote for stockholders to amend our bylaws;
•: the provisions providing for a classified board of directors (the election and term of our directors);
•: the provisions regarding resignation and removal of directors;
•: the provisions regarding competition and corporate opportunities;
•: the provisions regarding entering into business combinations with interested stockholders;
•: the provisions regarding stockholder action by written consent;
•: the provisions regarding calling special meetings of stockholders;
•: the provisions regarding filling vacancies on our board of directors and newly created directorships;
•: the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and
•: the amendment provision requiring that the above provisions be amended only with a 66 ² / 3 % supermajority vote.

The combination of the classification of our board of directors, the lack of cumulative voting and the supermajority voting requirements make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.

These provisions may have the effect of deterring hostile takeovers, delaying, or preventing changes in control of our management or our Company, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management.

Dissenters' Rights of Appraisal and Payment

Under the DGCL, with certain exceptions, our stockholders have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders' Derivative Actions

Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder's stock thereafter devolved by operation of law.

Exclusive Forum

Our amended and restated certificate of incorporation provides that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director or officer of our

148

Table of Contents

Company to the Company or the Company's stockholders, creditors or other constituents, (iii) action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of our Company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. However, the enforceability of similar forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be unenforceable.

Conflicts of Interest

Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries' employees. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, each of KKR or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates has no duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. In addition, to the fullest extent permitted by law, in the event that KKR or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity. Our amended and restated certificate of incorporation does not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of the Company. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Limitations on Liability and Indemnification of Officers and Directors

The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders' derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends, repurchases or redemptions or derived an improper benefit from his or her actions as a director.

Our amended and restated bylaws provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors' and officers' liability insurance providing indemnification for our directors, officers and certain

149

Table of Contents

employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Wells Fargo Bank, N.A.

Listing

Our common stock will be listed on the NASDAQ Global Select Market under the symbol "PRAH."

150

Table of Contents

SHARES ELIGIBLE FOR FUTURE SALE

Immediately prior to this offering, there was no public market for our common stock. Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock. Although we have applied to have our common stock listed on the NASDAQ Global Select Market, we cannot assure you that there will be an active public market for our common stock.

Upon the closing of this offering, we will have outstanding an aggregate of shares of common stock, assuming the issuance of shares of common stock offered by us in this offering and no exercise of options after September 23, 2014. Of these shares, all shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our "affiliates," as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to the Rule 144 resale restrictions described below, other than the holding period requirement.

The remaining shares of common stock will be "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities are eligible for public sale only if they are registered under the Securities Act or if they qualify for an exemption from registration under Rules 144 or 701 under the Securities Act, which are summarized below.

In addition, of the 7,069,441 shares of our common stock that were subject to stock options outstanding as of September 23, 2014, options to purchase 2,578,368 shares of common stock were vested as of September 23, 2014 and, upon exercise, these shares will be eligible for sale subject to the lock-up agreements described below and Rules 144 and 701 under the Securities Act.

Rule 144

Affiliate resales of restricted securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is an affiliate of ours, or who was an affiliate at any time during the 90 days before a sale, who has beneficially owned shares of our common stock for at least six months would be entitled to sell in "broker's transactions" or certain "riskless principal transactions" or to market makers, a number of shares within any three month period that does not exceed the greater of:

•: 1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after this offering; or
•: the average weekly trading volume in our common stock on the NASDAQ Global Select Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Affiliate resales under Rule 144 are also subject to the availability of current public information about us. In addition, if the number of shares being sold under Rule 144 by an affiliate during any three month period exceeds 5,000 shares or has an aggregate sale price in excess of $50,000, the seller must file a notice on Form 144 with the Securities and Exchange Commission and NASDAQ concurrently with either the placing of a sale order with the broker or the execution directly with a market maker.

Non-affiliate resales of restricted securities

In general, beginning 90 days after the effective date of the registration statement of which this prospectus is a part, a person who is not an affiliate of ours at the time of sale, and has not been an affiliate at any time during the three months preceding a sale, and who has beneficially owned shares of our common stock for at least six months but less than a year, is entitled to sell such shares subject only to the availability of current public information about us. If such person has held our shares for at least one year, such person can resell under Rule 144(b)(1) without regard to any Rule 144 restrictions, including the 90-day public company requirement and the current public information requirement.

151

Table of Contents

Non-affiliate resales are not subject to the manner of sale, volume limitation or notice filing provisions of Rule 144.

Rule 701

In general, under Rule 701, any of an issuer's employees, directors, officers, consultants or advisors who purchases shares from the issuer in connection with a compensatory stock or option plan or other written agreement before the effective date of a registration statement under the Securities Act is entitled to sell such shares 90 days after such effective date in reliance on Rule 144. An affiliate of the issuer can resell shares in reliance on Rule 144 without having to comply with the holding period requirement, and non-affiliates of the issuer can resell shares in reliance on Rule 144 without having to comply with the current public information and holding period requirements.

The Securities and Exchange Commission has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after an issuer becomes subject to the reporting requirements of the Exchange Act.

Equity Plans

We intend to file one or more registration statements on Form S-8 under the Securities Act to register all shares of common stock subject to outstanding stock options and common stock issued or issuable under our equity incentive plans. We expect to file the registration statement covering shares offered pursuant to our equity incentive plans shortly after the date of this prospectus, permitting the resale of such shares by nonaffiliates in the public market without restriction under the Securities Act and the sale by affiliates in the public market, subject to compliance with the resale provisions of Rule 144, other than the holding period requirement.

Lock-Up Agreements

We, our officers, directors and holders of all or substantially all our outstanding capital stock have agreed, subject to specified exceptions, not to directly or indirectly:

•: sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or
•: otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially, or
•: publicly announce an intention to do any of the foregoing for a period of 180 days after the date of this prospectus without the prior joint written consent of Jefferies LLC, or Jefferies, and Citigroup Global Markets Inc., or Citi.

This restriction terminates after the close of trading of the common stock on and including the 180th day after the date of this prospectus.

Jefferies and Citi may, in their sole discretion and at any time or from time to time before the termination of the 180-day period release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period.

Registration Rights

Upon the closing of this offering, the holders of shares of common stock or their transferees will be entitled to various rights with respect to the registration of these shares under the Securities Act.

152

Table of Contents

Registration of these shares under the Securities Act would result in these shares becoming fully tradable without restriction under the Securities Act immediately upon the effectiveness of the registration, except for shares purchased by affiliates. See "Certain Relationships and Related Person Transactions — Registration Rights Agreement" for additional information. Shares covered by a registration statement will be eligible for sale in the public market upon the expiration or release from the terms of the lock-up agreement.

Management Stockholder's Agreement

Our Management Stockholder's Agreement provides that shares held by our management will not be transferable by any means at any time prior to the earlier of a "Change in Control" (as defined in the Management Stockholder's Agreement) or the fifth anniversary of the closing date of the KKR Transaction (September 23, 2018), except as described in "Certain Relationships and Related Party Transactions — Arrangements with our Executive Officers — Management Stockholder's Agreement."

153

Table of Contents

MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a summary of material United States federal income and estate tax consequences to a non-U.S. holder (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering as of the date hereof. Except where noted, this summary deals only with common stock that is held as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended, or the Code.

A "non-U.S. holder" means any beneficial owner of our common stock (other than a partnership for United States federal income tax purposes) that is not for United States federal income tax purposes any of the following:

•: an individual citizen or resident of the United States;
•: a corporation (or any other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
•: an estate the income of which is subject to United States federal income taxation regardless of its source; or
•: a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This summary is based upon provisions of the Code and regulations, rulings and judicial decisions, in each case in effect as of the date hereof. Those authorities may be changed or be subject to differing interpretations, perhaps retroactively, so as to result in United States federal income and estate tax consequences different from those summarized below and which may adversely affect a non-U.S. holder of our common stock. This summary does not address all aspects of United States federal income and estate taxes and does not deal with foreign, state, local or other tax considerations that may be relevant to non-U.S. holders in light of their particular circumstances (including the Medicare contribution tax on net investment income). In addition, it does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws (including if you are a United States expatriate, "controlled foreign corporation," "passive foreign investment company," or a partnership or other pass-through entity for United States federal income tax purposes). We cannot assure you that a change in law will not alter significantly the tax considerations that we describe in this summary.

If an entity treated as a partnership for United States federal income tax purposes holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our common stock, you should consult your tax advisors.

If you are considering the purchase of our common stock, you should consult your own tax advisors concerning the particular United States federal income and estate tax consequences to you of the ownership of the common stock, as well as the consequences to you arising under the laws of any other taxing jurisdiction.

Dividends

Dividends paid to a non-U.S. holder of our common stock generally will be subject to withholding of United States federal income tax at a 30% rate or such lower rate as may be specified by an applicable income tax treaty. However, dividends that are effectively connected with the conduct of a trade or business by the

154

Table of Contents

non-U.S. holder within the United States (and, if required by an applicable income tax treaty, are attributable to a United States permanent establishment) are not subject to the withholding tax, provided certain certification and disclosure requirements are satisfied, including timely furnishing to the applicable withholding agent a valid Internal Revenue Service Form W-8ECI. Instead, such dividends are subject to United States federal income tax on a net income basis generally in the same manner as if the non-U.S. holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A non-U.S. holder of our common stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable Internal Revenue Service Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if our common stock is held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury regulations. Special certification and other requirements apply to certain non-U.S. holders that are pass-through entities rather than corporations or individuals.

A non-U.S. holder of our common stock eligible for a reduced rate of United States withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the Internal Revenue Service.

Gain on Disposition of Common Stock

Any gain realized on the taxable disposition of our common stock generally will not be subject to United States federal income tax unless:

•: the gain is effectively connected with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment of the non-U.S. holder);
•: the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of that disposition, and certain other conditions are met; or
•: we are or have been a "United States real property holding corporation" for United States federal income tax purposes.

An individual non-U.S. holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the disposition under regular graduated United States federal income tax rates. An individual non-U.S. holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the disposition, which may be offset by United States source capital losses, even though the individual is not considered a resident of the United States. If a non-U.S. holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain generally in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

We believe we are not and do not anticipate becoming a "United States real property holding corporation" for United States federal income tax purposes.

Federal Estate Tax

Common stock held by an individual non-U.S. holder at the time of death will be included in such holder's gross estate for United States federal estate tax purposes, unless an applicable estate tax treaty provides otherwise.

155

Table of Contents

Information Reporting and Backup Withholding

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to such holder, the non-U.S. holder's name and address, and the tax withheld, if any, with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the non-U.S. holder resides under the provisions of an applicable income tax treaty.

A non-U.S. holder will be subject to backup withholding for dividends paid to such holder unless such holder certifies, on an applicable Internal Revenue Service Form W-8, under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding will apply to the proceeds of a sale of our common stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies, on an applicable Internal Revenue Service Form W-8, under penalty of perjury that it is a non-U.S. holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder's United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Additional Withholding Requirements

Under Sections 1471 through 1474 of the Code (such Sections commonly referred to as "FATCA"), a 30% United States federal withholding tax may apply to any dividends paid on our common stock, and, for a disposition of our common stock occurring after December 31, 2016, the gross proceeds from such disposition, in each case paid to (i) a "foreign financial institution" (as specifically defined in the Code) which does not provide sufficient documentation, typically on Internal Revenue Service Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) its compliance (or deemed compliance) with FATCA (which may alternatively be in the form of compliance with an intergovernmental agreement with the United States) in a manner that avoids withholding, or (ii) a "non-financial foreign entity" (as specifically defined in the Code) which does not provide sufficient documentation, typically on Internal Revenue Service Form W-8BEN-E, evidencing either (x) an exemption from FATCA, or (y) adequate information regarding certain substantial United States beneficial owners of such entity (if any). If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above under "—Dividends," the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. You should consult your own tax advisor regarding these requirements and whether they may be relevant to your ownership and disposition of our common stock.

156

Table of Contents

UNDERWRITING

We are offering the shares of common stock described in this prospectus through a number of underwriters. Jefferies and Citi are acting as joint book-running managers of the offering and representatives of the underwriters named below. In addition, KKR Capital Markets LLC, UBS Securities LLC, Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC are joint book-running managers in the offering. Subject to the terms and conditions set forth in the underwriting agreement, dated , 2014, among us, the selling stockholder and Jefferies and Citi, we and the selling stockholder have agreed to sell to the underwriters, and each of the underwriters has agreed, severally and not jointly, to purchase from us and the selling stockholder, the respective number of shares of common stock shown opposite its name below:

Underwriter		Number of Shares

Jefferies LLC
Citigroup Global Markets Inc
KKR Capital Markets LLC
UBS Securities LLC
Credit Suisse Securities (USA) LLC
Wells Fargo Securities, LLC
Robert W. Baird & Co. Incorporated
William Blair & Company, L.L.C


Total

The underwriting agreement provides that the obligations of the several underwriters are subject to certain conditions precedent such as the receipt by the underwriters of officers' certificates and legal opinions and approval of certain legal matters by their counsel. The underwriting agreement provides that the underwriters will purchase all of the shares of common stock if any of them are purchased. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated. We and the selling stockholder have agreed to indemnify the underwriters and certain of their controlling persons against certain liabilities, including liabilities under the Securities Act, and to contribute to payments that the underwriters may be required to make in respect of those liabilities.

The shares of common stock will constitute a new class of securities with no established trading market. The underwriters have advised us that, following the completion of this offering, they currently intend to make a market in the common stock as permitted by applicable laws and regulations. However, the underwriters are not obligated to do so, and the underwriters may discontinue any market-making activities at any time without notice in their sole discretion. Accordingly, no assurance can be given as to the liquidity of the trading market for the common stock, that you will be able to sell any of the common stock held by you at a particular time or that the prices that you receive when you sell will be favorable.

The underwriters are offering the shares of common stock subject to their acceptance of the shares of common stock from us and the selling stockholder and subject to prior sale. The underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part. In addition, the underwriters have advised us that they do not intend to confirm sales to any account over which they exercise discretionary authority.

157

Table of Contents

Commission and Expenses

The underwriters have advised us that they propose to offer the shares of common stock to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers, which may include the underwriters, at that price less a concession not in excess of $ per share of common stock. The underwriters may allow, and certain dealers may reallow, a discount from the concession not in excess of $ per share of common stock to certain brokers and dealers. After the offering, the initial public offering price, concession and reallowance to dealers may be reduced by the representatives. No such reduction will change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

The following table shows the public offering price, the underwriting discounts and commissions that we and the selling stockholder are to pay the underwriters and the proceeds, before expenses, to us and the selling stockholder in connection with this offering. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional shares.

	Per Share		Total

	Without Option to Purchase Additional Shares	With Option to Purchase Additional Shares	Without Option to Purchase Additional Shares	With Option to Purchase Additional Shares
Public offering price	$	$	$	$
Underwriting discounts and commissions paid by us
Proceeds to us, before expenses
Underwriting discounts and commissions paid by the selling stockholder
Proceeds to the selling stockholder before expenses

We estimate expenses payable by us in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $ . We estimate expenses payable by the selling stockholder in connection with this offering, other than the underwriting discounts and commissions referred to above, will be approximately $ . We have also agreed to reimburse the underwriters for certain expenses, including up to an aggregate of $25,000 in connection with the clearance of this offering with the Finra Industry Regulatory Authority, as set forth in the underwriting agreement.

Determination of Offering Price

Prior to this offering, there has not been a public market for our common stock. Consequently, the initial public offering price for our common stock will be determined by negotiations between us and the representatives. Among the factors to be considered in these negotiations will be prevailing market conditions, our financial information, market valuations of other companies that we and the underwriters believe to be comparable to us, estimates of our business potential, the present state of our development and other factors deemed relevant.

We offer no assurances that the initial public offering price will correspond to the price at which the common stock will trade in the public market subsequent to the offering or that an active trading market for the common stock will develop and continue after the offering.

158

Table of Contents

Listing

We have applied to have our common stock approved for listing on the NASDAQ Global Select Market under the trading symbol "PRAH".

Stamp Taxes

If you purchase shares of common stock offered in this prospectus, you may be required to pay stamp taxes and other charges under the laws and practices of the country of purchase, in addition to the offering price listed on the cover page of this prospectus.

Option to Purchase Additional Shares

The selling stockholder has granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase, from time to time, in whole or in part, up to an aggregate of shares from the selling stockholder at the public offering price set forth on the cover page of this prospectus, less underwriting discounts and commissions. If the underwriters exercise this option, each underwriter other than KKR Capital Markets LLC, or KCM, will be obligated, subject to specified conditions, to purchase a number of additional shares. The number of additional shares to be purchased shall be based on the proportion of (I) each applicable underwriter's initial purchase commitment to (II) the total initial purchase commitment reduced by KCM's initial purchase commitment, in each case as indicated in the table in the first paragraph of this section. This option may be exercised only if the underwriters sell more shares than the total number set forth on the cover page of this prospectus.

No Sales of Similar Securities

We, our officers, directors and holders of all or substantially all our outstanding capital stock have agreed, subject to specified exceptions, not to directly or indirectly:

•: sell, offer, contract or grant any option to sell (including any short sale), pledge, transfer, establish an open "put equivalent position" within the meaning of Rule 16a-l(h) under the Securities Exchange Act of 1934, as amended, or
•: otherwise dispose of any shares of common stock, options or warrants to acquire shares of common stock, or securities exchangeable or exercisable for or convertible into shares of common stock currently or hereafter owned either of record or beneficially, or
•: publicly announce an intention to do any of the foregoing for a period of 180 days after the date of this prospectus without the prior written consent of Jefferies and Citi acting together.

This restriction terminates after the close of trading of the common stock on and including the 180th day after the date of this prospectus.

Jefferies and Citi acting together may, in their sole discretion and at any time or from time to time before the termination of the 180th day period release all or any portion of the securities subject to lock-up agreements. There are no existing agreements between the underwriters and any of our shareholders who will execute a lock-up agreement, providing consent to the sale of shares prior to the expiration of the lock-up period.

Stabilization

The underwriters have advised us that they, pursuant to Regulation M under the Securities Exchange Act of 1934, as amended, may engage in short sale transactions, stabilizing transactions, syndicate covering transactions or the imposition of penalty bids in connection with this offering. These activities may have the effect of stabilizing or maintaining the market price of the common stock at a level above that which might otherwise prevail in the open market. Establishing short sales positions may involve either "covered" short sales or "naked" short sales.

159

Table of Contents

"Covered" short sales are sales made in an amount not greater than the underwriters' option to purchase additional shares of our common stock in this offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares of our common stock or purchasing shares of our common stock in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the option to purchase additional shares.

"Naked" short sales are sales in excess of the option to purchase additional shares of our common stock. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares of our common stock in the open market after pricing that could adversely affect investors who purchase in this offering.

A stabilizing bid is a bid for the purchase of shares of common stock on behalf of the underwriters for the purpose of fixing or maintaining the price of the common stock. A syndicate covering transaction is the bid for or the purchase of shares of common stock on behalf of the underwriters to reduce a short position incurred by the underwriters in connection with the offering. Similar to other purchase transactions, the underwriter's purchases to cover the syndicate short sales may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. A penalty bid is an arrangement permitting the underwriters to reclaim the selling concession otherwise accruing to a syndicate member in connection with the offering if the common stock originally sold by such syndicate member are purchased in a syndicate covering transaction and therefore have not been effectively placed by such syndicate member.

None of we, the selling stockholder or any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock. The underwriters are not obligated to engage in these activities and, if commenced, any of the activities may be discontinued at any time.

The underwriters may also engage in passive market making transactions in our common stock on the NASDAQ Global Select Market in accordance with Rule 103 of Regulation M during a period before the commencement of offers or sales of shares of our common stock in this offering and extending through the completion of distribution. A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive market maker's bid, that bid must then be lowered when specified purchase limits are exceeded.

Electronic Distribution

A prospectus in electronic format may be made available by e-mail or on the web sites or through online services maintained by one or more of the underwriters or their affiliates. In those cases, prospective investors may view offering terms online and may be allowed to place orders online. The underwriters may agree with us to allocate a specific number of common stock for sale to online brokerage account holders. Any such allocation for online distributions will be made by the underwriters on the same basis as other allocations. Other than the prospectus in electronic format, the information on the underwriters' web sites and any information contained in any other web site maintained by any of the underwriters is not part of this prospectus, has not been approved and/or endorsed by us or the underwriters and should not be relied upon by investors.

Directed Share Program

At our request, the underwriters have reserved up to % of the common stock being offered by this prospectus for sale at the initial public offering price to our directors, officers and employees and certain

160

Table of Contents

other persons associated with us, as designated by us. The sales will be made by Fidelity Capital Markets, a division of National Financial Services LLC, through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they do make will reduce the number of shares available to the general public. Any reserved shares not so purchased will be offered by the underwriters to the general public on the same terms as the other shares of common stock. We have agreed to indemnify the underwriters against certain liabilities and expenses, including liabilities under the Securities Act, in connection with sales of the directed shares.

Other Activities and Relationships

The underwriters and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The underwriters and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for us and our affiliates, for which they received or will receive customary fees and expenses.

An affiliate of UBS Securities LLC acts as sole and exclusive administrative and collateral agent in respect of the Senior Secured Term Loan Facility, and it, together with affiliates of Jefferies, Credit Suisse Securities (USA) LLC and KKR Capital Markets LLC act as joint lead arrangers and joint book-runners in respect of the Term Loan Facility. A portion of the net proceeds from this offering will be used to repay a portion of the borrowings under the Senior Secured Term Loan Facility. Affiliates of Jefferies, KKR Capital Markets LLC, Wells Fargo Securities, LLC and Citi are lenders under the Senior Secured Term Loan Facility and will receive a portion of the amounts repaid under the Senior Secured Term Loan Facility with the net proceeds from this offering. See "Use of Proceeds."

In the ordinary course of their various business activities, the underwriters and certain of their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or instruments issued by us and our affiliates. If the underwriters or their respective affiliates have a lending relationship with us, they routinely hedge their credit exposure to us consistent with their customary risk management policies. The underwriters and their respective affiliates may hedge such exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in our securities or the securities of our affiliates, including potentially the common stock offered hereby. Any such short positions could adversely affect future trading prices of the common stock offered hereby. The underwriters and certain of their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Selling Restrictions

This prospectus does not constitute an offer to sell to, or a solicitation of an offer to buy from, anyone in any country or jurisdiction (i) in which such an offer or solicitation is not authorized, (ii) in which any person making such offer or solicitation is not qualified to do so or (iii) in which any such offer or solicitation would otherwise be unlawful. No action has been taken that would, or is intended to, permit a public offer of the shares of common stock or possession or distribution of this prospectus or any other offering or publicity material relating to the shares of common stock in any country or jurisdiction (other than the United States) where any such action for that purpose is required. Accordingly, each underwriter has undertaken that it will not, directly or indirectly, offer or sell any shares of common stock or have in its possession, distribute or publish any prospectus, form of application, advertisement or other document or information in any country or jurisdiction except under circumstances that will, to the best of its knowledge

161

Table of Contents

and belief, result in compliance with any applicable laws and regulations and all offers and sales of the shares of common stock by it will be made on the same terms.

European Economic Area

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of any common shares which are the subject of the offering contemplated by this prospectus supplement and the accompanying prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any common shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

•: to any legal entity which is a "qualified investor" as defined in the Prospectus Directive;
•: to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the underwriters or the underwriters nominated by us for any such offer; or
•: in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of common shares shall require us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer common shares to the public" in relation to the common shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the common shares to be offered so as to enable an investor to decide to purchase or subscribe to the common shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, and/or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order and other persons to whom it may lawfully be communicated (each such person being referred to as a "relevant person").

This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Australia

This prospectus is not a disclosure document for the purposes of Australia's Corporations Act 2001 (Cth) of Australia, or Corporations Act, has not been lodged with the Australian Securities & Investments Commission and is only directed to the categories of exempt persons set out below. Accordingly, if you receive this prospectus in Australia:

You confirm and warrant that you are either:

•: a "sophisticated investor" under section 708(8)(a) or (b) of the Corporations Act;
•: a "sophisticated investor" under section 708(8)(c) or (d) of the Corporations Act and that you have provided an accountant's certificate to the Company which complies with the requirements of

162

Table of Contents

section 708(8)(c)(i) or (ii) of the Corporations Act and related regulations before the offer has been made;

•: a person associated with the Company under Section 708(12) of the Corporations Act; or
•: a "professional investor" within the meaning of section 708(11)(a) or (b) of the Corporations Act.

To the extent that you are unable to confirm or warrant that you are an exempt sophisticated investor, associated person or professional investor under the Corporations Act any offer made to you under this prospectus is void and incapable of acceptance.

You warrant and agree that you will not offer any of the securities issued to you pursuant to this prospectus for resale in Australia within 12 months of those securities being issued unless any such resale offer is exempt from the requirement to issue a disclosure document under section 708 of the Corporations Act.

Hong Kong

No securities have been offered or sold, and no securities may be offered or sold, in Hong Kong, by means of any document, other than to persons whose ordinary business is to buy or sell shares or debentures, whether as principal or agent; or to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong, or SFO, and any rules made under that Ordinance; or in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong, or CO, or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO. No document, invitation or advertisement relating to the securities has been issued or may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than with respect to securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under that Ordinance.

This prospectus has not been registered with the Registrar of Companies in Hong Kong. Accordingly, this prospectus may not be issued, circulated or distributed in Hong Kong, and the securities may not be offered for subscription to members of the public in Hong Kong. Each person acquiring the securities will be required, and is deemed by the acquisition of the securities, to confirm that he is aware of the restriction on offers of the securities described in this prospectus and the relevant offering documents and that he is not acquiring, and has not been offered any securities in circumstances that contravene any such restrictions.

Japan

The offering has not been and will not be registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 of Japan, as amended), or FIEL, and the Initial Purchaser will not offer or sell any securities, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and any other applicable laws, regulations and ministerial guidelines of Japan.

Singapore

This prospectus has not been and will not be lodged or registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the notes may not be circulated or distributed, nor may the notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA, (ii) to a relevant

163

Table of Contents

person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the notes are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•: a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or
•: a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries' rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the notes pursuant to an offer made under Section 275 of the SFA except:

•: to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
•: where no consideration is or will be given for the transfer;
•: where the transfer is by operation of law;
•: as specified in Section 276(7) of the SFA; or
•: as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.

Switzerland

The securities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this prospectus nor any other offering or marketing material relating to the securities or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this prospectus nor any other offering or marketing material relating to the offering, the Company or the securities have been or will be filed with or approved by any Swiss regulatory authority. In particular, this prospectus will not be filed with, and the offer of securities will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA, and the offer of securities has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of securities.

164

Table of Contents

CONFLICTS OF INTEREST

Affiliates of KKR beneficially own in excess of 10% of our issued and outstanding common stock. Because KKR Capital Markets LLC is an Underwriter in this offering and its affiliates own in excess of 10% of our issued and outstanding common stock, KKR Capital Markets LLC is deemed to have a "conflict of interest" under FINRA Rule 5121. Accordingly, this offering is being made in compliance with the requirements of Rule 5121. Pursuant to that rule, the appointment of a "qualified independent underwriter" is not required in connection with this offering as the member primarily responsible for managing the public offering does not have a conflict of interest, is not an affiliate of any member that has a conflict of interest and meets the requirements of paragraph (f)(12)(E) of Rule 5121. KKR Capital Markets LLC will not confirm sales of the securities to any account over which they exercise discretionary authority without the specific written approval of the account holder.

LEGAL MATTERS

The validity of the shares of common stock offered hereby will be passed upon for us by Simpson Thacher & Bartlett LLP, New York, New York. Latham & Watkins LLP, New York, New York has acted as counsel for the underwriters in connection with certain legal matters related to this offering.

Certain partners of Simpson Thacher & Bartlett LLP, members of their respective families, related persons and others have an indirect interest, through limited partnerships that are investors in funds affiliated with KKR, in less than 1% of our common stock.

EXPERTS

The consolidated financial statements of PRA Health Sciences, Inc. (formerly PRA Global Holdings, Inc.) and subsidiaries as of December 31, 2013 and for the period from September 23, 2013 to December 31, 2013 and the consolidated financial statements of PRA Holdings, Inc. and subsidiaries from January 1, 2013 to September 22, 2013 included in this prospectus have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report appearing herein, which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph related to the acquisition of PRA Holdings, Inc. by PRA Health Sciences, Inc. on September 23, 2013. Such financial statements have been so included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of PRA Holdings, Inc. and subsidiaries as of and for the year ended December 31, 2012 included in this Prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of ClinStar, LLC as of December 31, 2012 and 2011, and for each of the years then ended, included in this prospectus have been so included in reliance on the report of BDO USA, LLP, independent accountants, appearing elsewhere herein, given on the authority of said firm as experts in auditing and accounting.

The consolidated financial statements of RPS Parent Holding Corp. and subsidiaries at December 31, 2012 and 2011, and for the year ended December 31, 2012 and for the period from February 18, 2011 through December 31, 2011, and the consolidated financial statements of Research Pharmaceutical Services, Inc. and subsidiaries for the period from January 1, 2011 through February 17, 2011, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent registered

165

Table of Contents

public accounting firm, as set forth on their reports thereon appearing elsewhere herein, and are included in reliance on such reports, given on the authority of said firm as experts in accounting and auditing.

The consolidated balance sheets of CRI Holding Company, LLC and Subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, changes in members' equity, and cash flows for each of the years in the two-year period ended December 31, 2012 have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. Upon completion of this offering, we will be required to file periodic reports, proxy statements, and other information with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. You may read and copy this information at the Public Reference Room of the Securities and Exchange Commission, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference rooms by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission also maintains an Internet website that contains reports, proxy statements and other information about registrants, like us, that file electronically with the Securities and Exchange Commission. The address of that site is www.sec.gov.

166

Table of Contents

Index to Consolidated Financial Statements

		Page

Audited Consolidated Financial Statements of PRA Health Sciences, Inc.
Reports of Independent Registered Public Accounting Firms		F-3
Consolidated Balance Sheets as of December 31, 2013 and 2012		F-5
Consolidated Statements of Operations for the Periods September 23, 2013 to December 31, 2013, January 1, 2013 to September 22, 2013, and the Year Ended December 31, 2012		F-6
Consolidated Statements of Comprehensive (Loss) Income for the Periods September 23, 2013 to December 31, 2013, January 1, 2013 to September 22, 2013, and the Year Ended December 31, 2012		F-7
Consolidated Statements of Changes in Stockholders' Equity for the Periods September 23, 2013 to December 31, 2013, January 1, 2013 to September 22, 2013, and the December 31, 2012		F-8
Consolidated Statements of Cash Flows for the Periods September 23, 2013 to December 31, 2013, January 1, 2013 to September 22, 2013, and the Year Ended December 31, 2012		F-9
Notes to Consolidated Financial Statements		F-10
Unaudited Consolidated Financial Statements of PRA Health Sciences, Inc.
Consolidated Condensed Balance Sheets as of June 30, 2014 and December 31, 2013		F-52
Consolidated Condensed Statements of Operations for the Three and Six Months Ended June 30, 2014 and 2013		F-53
Consolidated Condensed Statements of Comprehensive Income (Loss) for the Six Months Ended June 30, 2014 and 2013		F-54
Consolidated Condensed Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013		F-55
Notes to Consolidated Condensed Financial Statements		F-56
Audited Consolidated Financial Statements of ClinStar, LLC
Independent Auditor's Report		F-76
Consolidated Balance Sheets as of December 31, 2012 and 2011		F-77
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2012 and 2011		F-78
Consolidated Statements of Member's Equity for the Years Ended December 31, 2012 and 2011		F-79
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011		F-80
Notes to Consolidated Financial Statements		F-81
Audited Consolidated Financial Statements of RPS Parent Holding Corp. and Subsidiaries (Successor and Predecessor)
Reports of Independent Auditors		F-90
Consolidated Balance Sheets as of December 31, 2012 and 2011		F-92
Consolidated Statements of Operations for the Year Ended December 31, 2012 (Successor) and the Period from February 18 through December 31, 2011 (Successor) and the Period from January 1 through February 17, 2011 (Predecessor)		F-93

F-1

Table of Contents

		Page

Consolidated Statements of Comprehensive Loss for the Year Ended December 31, 2012 (Successor) and the Period from February 18 through December 31, 2011 (Successor) and the Period from January 1 through February 17, 2011 (Predecessor)		F-94
Consolidated Statements of Stockholders' Equity for the Year Ended December 31, 2012 (Successor) and the Period from February 18, 2011 through December 31, 2011 (Successor) and the Period from January 1 through February 17, 2011 (Predecessor)		F-95
Consolidated Statements of Cash Flows for the Year Ended December 31, 2012 (Successor) and the period from February 18 through December 31, 2011 (Successor) and the Period from January 1 through February 17, 2011 (Predecessor)		F-96
Notes to Consolidated Financial Statements		F-97
Unaudited Consolidated Financial Statements of RPS Parent Holding Corp. and subsidiaries
Condensed Consolidated Balance Sheets as of June 30, 2013 and December 31, 2012		F-120
Condensed Consolidated Statements of Operations for the Six Months Ended June 30, 2013 and 2012		F-121
Condensed Consolidated Statements of Comprehensive Loss for the Six Months Ended June 30, 2013 and 2012		F-122
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012		F-123
Notes to Condensed Consolidated Financial Statements		F-124
Audited Consolidated Financial Statements of CRI Holding Company, LLC and Subsidiaries
Independent Auditors' Report		F-141
Consolidated Balance Sheets as of December 31, 2012 and 2011		F-142
Consolidated Statements of Income for the Years Ended December 31, 2012 and 2011		F-143
Consolidated Statements of Changes in Members' Equity for the Years Ended December 31, 2012 and 2011		F-144
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2011		F-145
Notes to Consolidated Financial Statements		F-146
Unaudited Consolidated Financial Statements of CRI Holding Company, LLC and Subsidiaries
Consolidated Condensed Balance Sheets as of September 30, 2013 and December 31, 2012		F-163
Consolidated Condensed Statements of Income for the Nine Months Ended September 30, 2013 and 2012		F-164
Consolidated Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012		F-165
Notes to Consolidated Condensed Financial Statements		F-166

F-2

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
PRA Health Sciences, Inc.
Raleigh, North Carolina

We have audited the accompanying consolidated balance sheet of PRA Health Sciences, Inc. (formerly PRA Global Holdings, Inc.) and subsidiaries (the "Company") as of December 31, 2013, and the related consolidated statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows for the period from September 23, 2013 to December 31, 2013. We have also audited the accompanying consolidated statements of operations, comprehensive loss, changes in stockholders' equity, and cash flows of PRA Holdings, Inc. and subsidiaries (the "Predecessor") for the period from January 1, 2013 to September 22, 2013. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements of the Predecessor as of and for the year ended December 31, 2012 were audited by other auditors whose report, dated February 27, 2013, except for Note 21, as to which the date is May 16, 2013, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Neither the Company nor the Predecessor are required to have, nor were we engaged to perform, an audit of their internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's or the Predecessor's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of PRA Health Sciences, Inc. and subsidiaries as of December 31, 2013, and the results of their operations and their cash flows for the period from September 23, 2013 to December 31, 2013, and the consolidated results of PRA Holdings, Inc. and subsidiaries' operations and cash flows for the period from January 1, 2013 to September 22, 2013, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 1, on September 23, 2013, PRA Holdings, Inc. together with its subsidiaries became a wholly-owned subsidiary of PRA Health Sciences, Inc.

/s/ DELOITTE & TOUCHE LLP
Raleigh, North Carolina
July 16, 2014 (October 8, 2014 as to the effects of the reverse stock split described in Notes 1 and 22)

F-3

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
PRA Holdings, Inc.:

In our opinion, the accompanying consolidated balance sheet and the related consolidated statement of operations, of comprehensive income, of changes in stockholders' equity and of cash flows present fairly, in all material respects, the financial position of PRA Holdings, Inc. and its subsidiaries at December 31, 2012, and the results of their operations and their cash flows for the period then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
February 27, 2013,
except for Note 21, as to which the date is May 16, 2013

F-4

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

	Successor			Predecessor

	December 31, 2013			December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	72,155		$	109,211
Restricted cash		8,760			—
Accounts receivable and unbilled services, net		294,984			184,891
Acquisition-related receivables		15,851			—
Prepaid expenses and other current assets		27,222			18,208
Income taxes receivable		9,798			3,092
Deferred tax assets		29,224			8,833


Total current assets		457,994			324,235
Fixed assets, net		75,827			50,961
Goodwill		1,099,081			490,675
Intangible assets, net		699,791			108,374
Deferred tax assets		1,026			422
Income taxes receivable		—			5,545
Investment in unconsolidated joint ventures		3,246			—
Deferred financing fees		41,373			—
Other assets		16,396			2,313


Total assets	$	2,394,734		$	982,525




LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of borrowings under credit facilities	$	10,000		$	—
Current portion of long-term debt		8,900			3,358
Accounts payable		27,686			17,314
Accrued expenses and other current liabilities		119,204			61,721
Income taxes payable		7,169			2,217
Deferred tax liabilities		416			146
Advance billings		295,889			221,162


Total current liabilities		469,264			305,918
Deferred tax liabilities		185,591			26,723
Long-term debt, net		1,245,812			451,076
Other long-term liabilities		26,732			22,851


Total liabilities		1,927,399			806,568


Commitments and contingencies (Note 15)
Stockholders' equity:
Preferred stock, $0.0001 par value, 5,000,000 authorized shares (Predecessor)		—			—
Common stock, $0.01 par value, 1,000,000,000 authorized shares; 40,268,020 issued and outstanding (Successor)		403			—
Common stock, $0.0001 par value, 95,000,000 authorized shares; 39,641,000 issued and outstanding (Predecessor)		—			4
Additional paid-in-capital		490,006			330,520
Accumulated other comprehensive income		16,869			2,176
Accumulated deficit		(39,943	)		(156,743	)


Total stockholders' equity		467,335			175,957


Total liabilities and stockholders' equity	$	2,394,734		$	982,525

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

F-5

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Revenue:
Service revenue	$	324,362		$	508,539		$	597,072
Reimbursement revenue		54,854			103,531			102,664


Total revenue		379,216			612,070			699,736
Operating expenses:
Direct costs		222,776			304,102			358,572
Reimbursable out-of-pocket costs		54,854			103,531			102,664
Selling, general and administrative		69,730			142,880			160,643
Transaction-related costs		29,180			47,486			—
Depreciation and amortization		25,333			25,144			30,687
Loss on disposal of fixed assets		—			225			1,560


(Loss) income from operations		(22,657	)		(11,298	)		45,610
Interest expense		(23,813	)		(33,173	)		(32,911	)
Interest income		110			454			88
Loss on modification or extinguishment of debt		(7,211	)		(21,678	)		(9,683	)
Foreign currency transaction losses, net		(4,117	)		(3,641	)		(7,841	)
Other income (expense), net		1,180			(530	)		183


Loss before income taxes and equity in losses of unconsolidated joint ventures		(56,508	)		(69,866	)		(4,554	)
Benefit from income taxes		(17,186	)		(22,079	)		(1,847	)


Loss before equity in losses of unconsolidated joint ventures		(39,322	)		(47,787	)		(2,707	)
Equity in losses of unconsolidated joint ventures, net of tax		(621	)		(603	)		—


Net loss	$	(39,943	)	$	(48,390	)	$	(2,707	)




Net loss per share:
Basic	$	(1.02	)	$	(1.22	)	$	(0.07	)
Diluted	$	(1.02	)	$	(1.22	)	$	(0.07	)
Weighted average common shares outstanding:
Basic		39,337			39,643			39,641
Diluted		39,337			39,643			39,641

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

F-6

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(IN THOUSANDS)

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Net loss	$	(39,943	)	$	(48,390	)	$	(2,707	)
Other comprehensive income:
Foreign currency translation adjustments		15,061			2,454			7,124
Unrealized gains on derivative instruments, net of income taxes of $1,273, $0, and $0		1,808			—			—


Comprehensive (loss) income	$	(23,074	)	$	(45,936	)	$	4,417

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

F-7

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(IN THOUSANDS)

	Common Stock							Accumulated Other Comprehensive (Loss) Income

	Common Stock				Additional Paid-in Capital						Accumulated Deficit
	Shares		Amount		Additional Paid-in Capital						Accumulated Deficit			Total
Predecessor
Balance at December 31, 2011		39,641	$	4	$	423,664		$	(4,948	)	$	(154,036	)	$	264,684
Stock-based compensation expense		—		—		11,610			—			—			11,610
Dividends declared		—		—		(104,754	)		—			—			(104,754	)
Net loss		—		—		—			—			(2,707	)		(2,707	)
Foreign currency translation		—		—		—			7,124			—			7,124


Balance at December 31, 2012		39,641	$	4	$	330,520		$	2,176		$	(156,743	)	$	175,957




Exercise of common stock options		—		—		105			—			—			105
Stock-based compensation expense		—		—		24,609			—			—			24,609
Dividends declared		—		—		(128,496	)		—			—			(128,496	)
Net loss		—		—		—			—			(48,390	)		(48,390	)
Foreign currency translation		—		—		—			2,454			—			2,454


Balance at September 22, 2013		39,641	$	4	$	226,738		$	4,630		$	(205,133	)	$	26,239




Successor
Balance at September 23, 2013		—	$	—	$	—		$	—		$	—		$	—
Issuance of common stock		40,268		403		471,818			—			—			472,221
Fair value of vested stock options rolled over		—		—		18,056			—			—			18,056
Stock-based compensation expense		—		—		132			—			—			132
Net loss		—		—		—			—			(39,943	)		(39,943	)
Foreign currency translation		—		—		—			15,061			—			15,061
Unrealized gains on derivative instruments, net of tax		—		—		—			1,808			—			1,808


Balance at December 31, 2013		40,268	$	403	$	490,006		$	16,869		$	(39,943	)	$	467,335

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

F-8

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Cash flows from operating activities:
Net loss	$	(39,943	)	$	(48,390	)	$	(2,707	)
Adjustment to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		25,333			25,144			30,687
Amortization of debt issuance costs		1,608			1,916			4,324
Stock-based compensation		132			24,609			11,610
Unrealized foreign currency transaction loss		2,057			1,178			3,911
Loss on modification or extinguishment of debt		7,211			16,880			9,683
Loss on disposal of fixed assets		—			225			1,560
Change in acquisition-related contingent consideration		(1,103	)		414			—
Equity in losses of unconsolidated joint ventures		795			807			—
Other reconciling items		(69	)		(116	)		937
Deferred income taxes		(21,980	)		(29,215	)		(7,378	)
Changes in operating assets and liabilities:
Accounts receivable and unbilled services		13,947			6,427			17,649
Prepaid expenses and other assets		2,858			(6,388	)		(4,430	)
Accounts payable and other liabilities		(46,209	)		70,270			4,982
Income taxes		3,130			(7,445	)		(9,529	)
Advance billings		28,294			(7,108	)		37,960


Net cash (used in) provided by operating activities		(23,939	)		49,208			99,259


Cash flows from investing activities:
Purchase of fixed assets		(4,910	)		(14,806	)		(18,067	)
Acquisition of PRA Holdings, Inc., net of cash acquired		(667,441	)		—			—
Acquisition of RPS Parent Holding Corp, net of cash acquired		(268,740	)		—			—
Acquisition of CRI Lifetree, net of cash acquired		(77,868	)		—			—
Acquisition of ClinStar LLC, net of cash acquired		—			(40,774	)		—
Investment in unconsolidated joint ventures		—			(4,609	)		—
Proceeds from the sale of fixed assets		—			10			9


Net cash used in investing activities		(1,018,959	)		(60,179	)		(18,058	)


Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs withheld		1,263,443			93,246			283,698
Payment of debt discount		(8,250	)		—			—
Payments for debt issuance costs		(48,957	)		(1,030	)		(206	)
Repayment of long-term debt		(567,063	)		(1,912	)		(222,498	)
Borrowings on line of credit		50,000			10,000			—
Repayments of line of credit		(40,000	)		(10,000	)		—
Proceeds from common stock issued		470,400			—			—
Proceeds from stock option exercises		—			105			—
Dividends paid		(4,346	)		(127,280	)		(101,607	)
Principal repayments of fixed assets purchased under a financing agreement		(186	)		(396	)		(1,544	)


Net cash provided by (used in) financing activities		1,115,041			(37,267	)		(42,157	)


Effects of foreign exchange changes on cash and cash equivalents		12			(462	)		787


Change in cash and cash equivalents		72,155			(48,700	)		39,831
Cash and cash equivalents, beginning of period		—			109,211			69,380


Cash and cash equivalents, end of period	$	72,155		$	60,511		$	109,211




Cash paid during the period for:
Income taxes, net of refunds	$	2,717		$	1,639		$	14,946
Interest	$	12,735		$	31,954		$	27,708
Non-cash investing and financing activities:
Dividends declared but not paid	$	—		$	2,506		$	3,147
Rollover of stock options and common shares	$	19,877		$	—		$	—

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

F-9

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013

(1) Basis of Presentation

The Company

PRA Health Sciences, Inc. and its subsidiaries (collectively, the "Company") is a full-service global contract research organization providing a broad range of product development services for pharmaceutical and biotechnology companies around the world. The Company's integrated services include data management, statistical analysis, clinical trial management, and regulatory and drug development consulting.

Effective September 23, 2013, all of the outstanding stock of PRA Holdings, Inc. ("PRA Holdings" or the "Predecessor Company") was acquired by affiliates of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a private equity firm, for a gross purchase price of approximately $1.4 billion pursuant to a plan of merger by and among Pinnacle Holdco Parent, Inc. ("Parent"), Pinnacle Merger Sub, Inc. ("Merger Sub") and Genstar Capital Partners V, L.P. ("Genstar"). Upon completion of the merger (the "Merger"), the Merger Sub was folded into the Predecessor Company, which became a subsidiary of the Parent. On December 19, 2013, Pinnacle Holdco Parent, Inc. changed its name to PRA Global Holdings, Inc. and, on July 10, 2014 PRA Global Holdings, Inc. changed its name to PRA Health Sciences, Inc. See Note 2 — Business Combinations for further information on the Merger.

Basis of Presentation

The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 805, "Business Combinations." KKR's costs of acquiring the Predecessor Company have been pushed-down to establish a new accounting basis for the Company. Accordingly, the consolidated financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Merger. A vertical line separates the Predecessor and Successor periods on the face of the consolidated financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting.

Successor — The consolidated financial statements as of December 31, 2013, and for the period from September 23, 2013 through December 31, 2013, include the accounts of the Company subsequent to the closing of the Merger on September 23, 2013.

Predecessor — The consolidated financial statements of the Predecessor Company through the closing of the Merger on September 22, 2013.

Reverse Stock Split

On September 29, 2014, the Board of Directors of the Company approved, and made legally effective, a 2.34539 to 1 reverse stock split of the Company's common stock. All shares, stock options and per share information presented in the consolidated financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all Successor periods presented. The Company will make a cash payment to shareholders for all fractional shares which would otherwise be required to be issued as a result of the stock split. There was no change in number of authorized shares or the par value of the Company's common stock.

F-10

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations

Acquisition by KKR

Concurrent with the closing of the Merger, KKR contributed equity of $454.8 million and the Company entered into debt agreements totaling $1.3 billion. The debt agreements were comprised of a $825.0 million first lien term loan, a $125.0 million revolving line of credit that was undrawn at closing, and $375.0 million in subordinated notes. The proceeds were used to fund a portion of the total consideration paid, repay all outstanding debt of the Predecessor Company and pay transaction fees associated with the Merger.

The allocation of the purchase price is preliminary and subject to change. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the Merger date. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the Merger date.

Upon consummation of the Merger, the Predecessor Company's stockholders received $17.37 in cash for each share of the Predecessor Company's stock owned. The transaction was accounted for as a business combination using the purchase method of accounting. As discussed above the purchase price allocation has not been finalized due to the jurisdictional allocation of intangibles and goodwill; however, the final valuation is expected to be completed by the end of June 2014, and in any case, no later than one year from the acquisition date in accordance with generally accepted accounting principles. In connection with the acquisition, the Company recorded approximately $882.8 million of goodwill, which is not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of the Predecessor Company. The increase in expected growth rates is primarily related to growth in our revenue due to an increase in our global footprint and expansion of service offerings. The increase in expected profitability is primarily related to corporate wide initiatives to streamline and improve the efficiency in which the Company conducts clinical trials as well as continued

F-11

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations (Continued)

leveraging of selling, general and administrative costs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Merger date (in thousands):

	Purchase Price Allocation			Weighted Amortization Period

Cash and cash equivalents	$	60,511
Restricted cash		5,464
Accounts receivable and unbilled services, net		192,847
Other current assets		44,291
Property, plant and equipment		62,960
Customer relationships		379,200		23 years
Customer backlog and other intangibles		133,290		5 years
Trade names (definitive-lived)		1,410		10 years
Trade name (indefinitive-lived)		118,010
Other assets		44,839
Accounts payable and accrued expenses		(101,759	)
Advanced billings		(222,160	)
Other long-term liabilities		(234,080	)


Estimated fair value of net assets acquired		484,823
Purchase price, net of working capital settlement		1,367,660


Total goodwill	$	882,837

Customer relationships, customer backlog and other intangibles, and definite-lived trade name intangibles are being amortized on an accelerated method over 23 years, five years, and 10 years, respectively. The Predecessor Company incurred approximately $46.7 million of acquisition-related costs, which were expensed as incurred and recorded in transaction-related costs in the consolidated statement of operations during the period from January 1, 2013 to September 22, 2013. The Successor Company incurred approximately $27.7 million of acquisition-related costs, which were expensed as incurred and recorded in transaction-related costs in the consolidated statement of operations during the period September 23, 2013 to December 31, 2013.

Acquisition of RPS

On September 23, 2013, immediately following the Merger, and using proceeds from the borrowings issued on the same day, the Company acquired all of the outstanding shares of RPS Parent Holding Corp ("RPS"), a global contract research organization based in the United States, for $289.3 million, subject to a working capital adjustment of up to $15 million. The acquisition of RPS provides the Company with a more diverse client mix, including 16 of the 20 largest pharmaceutical companies in the world.

F-12

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations (Continued)

profitability of RPS due to expected synergies with the Company's existing operations. Anticipated synergies include procurement leverage and lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, as the acquisition serves to significantly increase the depth of relationships with large pharmaceutical companies.

The allocation of the purchase price is preliminary due to timing for obtaining fixed asset valuations and our ongoing assessment of fair values of certain contracts and of certain foreign net loss carryforwards, and is therefore subject to change. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the merger date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	Purchase Price Allocation			Weighted Amortization Period

Cash and cash equivalents	$	18,370
Restricted cash		5,076
Accounts receivable and unbilled services, net		108,440
Other current assets		11,377
Property, plant and equipment		9,699
Customer relationships		19,900		13 years
Other intangibles		11,100		3 years
Trade names		22,000		10 years
Other assets		2,121
Accounts payable and accrued expenses		(47,351	)
Advanced billings		(33,637	)
Other long-term liabilities		(10,494	)


Estimated fair value of net assets acquired		116,601
Purchase price, net of working capital settlement		274,250


Total goodwill	$	157,649

F-13

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations (Continued)

Customer relationships and trade name intangibles are being amortized on an accelerated method over 13 years and 10 years, and other intangibles are amortized on a straight-line basis over three years. Transaction costs related to the acquisition of RPS have been combined with those of the Merger; these expenses were not separately allocated as both transactions closed on the same date. The results of operations for RPS are included in the consolidated financial statements of the Company from the date of acquisition. During this period, RPS' service revenues and net loss totaled $119.8 million and $1.6 million, respectively.

At December 31, 2013, the Company had a $15.0 million acquisition-related receivable recorded for the working capital settlement.

Acquisition of CRI Lifetree

On December 2, 2013, the Company completed the acquisition of CRI Holding Company, LLC ("CRI Lifetree"), a specialized research organization, for $77.1 million in cash. CRI Lifetree focuses on the conduct and design of early stage, patient population studies, and is therapeutically focused in human abuse liability, addiction, pain, psychiatry, neurology, pediatric and infectious disease services. CRI Lifetree has approximately 250 full-time employees and has three clinic locations: Marlton, NJ, Philadelphia, PA, and Salt Lake City, UT. In addition to inpatient and outpatient studies, the company provides highly-specialized early phase research support services such as data management, biostatistics, and study report writing.

In order to fund the acquisition of CRI Lifetree, KKR made an equity contribution of $13.5 million in cash and the Company increased its first lien term loan borrowings by $65.0 million.

The acquisition of CRI Lifetree was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, the Company recorded approximately $49.8 million of goodwill, of which $15.4 million is tax deductible. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of CRI Lifetree and expected synergies with the Company's existing operations. Anticipated synergies include lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, as the acquisition serves to significantly expand the Company's Phase I to Phase II services.

Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed by the end of June 2014, and in any case, no later than one year from the

F-14

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations (Continued)

acquisition date in accordance with generally accepted accounting principles. The Company's preliminary estimate of the purchase price allocation is as follows (in thousands):

	Purchase Price Allocation			Preliminary Amortization Period

Cash and cash equivalents	$	94
Accounts receivable and unbilled services, net		8,234
Other current assets		970
Property, plant and equipment		2,554
Customer relationships		15,915		12 years
Patient relationships		7,128		5 years
Trade name		4,752		10 years
Customer backlog		691		5 years
Other assets		67
Accounts payable and accrued expenses		(2,330	)
Advanced billings		(2,619	)
Other long-term liabilities		(8,112	)


Estimated fair value of net assets acquired		27,344
Purchase price, net of working capital settlement		77,112


Total goodwill	$	49,768

As the valuation of CRI Lifetree is still preliminary, customer relationships, patient relationships, trade name and customer backlog intangibles are being amortized on a straight-line basis over their respective preliminary amortization periods.

The Company incurred approximately $1.4 million of acquisition-related costs, which were expensed as incurred and are recorded in transaction-related costs in the consolidated statement of operations during the Successor period September 23, 2013 to December 31, 2013. The results of operations for CRI Lifetree are included in the consolidated financial statements of the Company from the date of acquisition. During this period, CRI Lifetree's service revenues and net income totaled $3.7 million and $0.5 million, respectively.

At December 31, 2013, the Company had a $0.9 million acquisition-related receivable recorded for the estimated working capital settlement.

Acquisition of ClinStar

On February 28, 2013, the Predecessor Company acquired all of the outstanding member's interest of ClinStar, LLC ("ClinStar"), a contract research organization and logistics provider based in the United States with operations in Eastern Europe, for $45.0 million in cash and contingent consideration in the form of a potential earn-out payment of up to $5.0 million. The earn-out payment is contingent upon the achievement of certain revenue and earnings targets during the 24-month period following closing. The Predecessor Company recognized a liability of approximately $3.7 million as the estimated acquisition date fair value of the earn-out; the fair value was based on significant inputs not observed in the market and thus represented a Level 3 measurement. Any change in the fair value of the earn-out subsequent to the acquisition date will be recognized in earnings in the period of the change. From the date of the acquisition through

F-15

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations (Continued)

September 22, 2013, there was a $0.4 million increase in the fair value of the contingent consideration; there was a $1.1 million decrease in the fair value of the contingent consideration during the Successor period. The current portion of this liability at December 31, 2013, totaling $1.5 million, is recorded in accrued expenses and the remaining long-term portion, totaling $1.5 million, is recorded in other long-term liabilities in the accompanying consolidated balance sheet. The acquisition of ClinStar provided the Predecessor Company with a stronger presence in Eastern Europe.

The acquisition of ClinStar was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, the Predecessor Company recorded approximately $15.1 million of goodwill, which was not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of ClinStar and expected synergies with the Company's existing operations. Anticipated synergies include lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service revenue expansion, as the acquisition serves to significantly increase the Company's presence in Eastern Europe.

The Company's purchase price allocation is as follows (in thousands):

	Purchase Price Allocation			Weighted Amortization Period

Cash and cash equivalents	$	4,260
Restricted cash		4,414
Accounts receivable and unbilled services, net		12,836
Other current assets		1,441
Property, plant and equipment		1,525
Customer relationships		20,100		21 years
Customer backlog		2,400		5 years
Trade names		1,370		10 years
Non-competition agreements		1,860		5 years
Other non-current assets		104
Advanced billings		(5,591	)
Other current liabilities		(4,267	)
Other long-term liabilities		(4,398	)


Estimated fair value of net assets acquired		36,054
Purchase price, including contingent consideration		51,126


Total goodwill	$	15,072

Customer relationships, customer backlog, and trade name intangibles are being amortized on an accelerated method over 21 years, five years, and 10 years, respectively. Non-competition agreements are being amortized on a straight-line basis over five years. The Company incurred approximately $0.5 million of acquisition-related costs, which were expensed as incurred and recorded in transaction-related cost in the consolidated statement of operations during the Predecessor period from January 1, 2013 to September 22, 2013; there were no costs recorded in the Successor period. The results of operations for ClinStar are included in the consolidated financial statements of the Company from the date of acquisition. During the Predecessor period, ClinStar's revenues and net income totaled $16.6 million and $0.9 million, respectively. During the Successor period, ClinStar's revenues and net loss totaled $7.4 million and $0.1 million, respectively.

F-16

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(2) Business Combinations (Continued)

The following unaudited pro forma information assumes the acquisitions the Company, RPS, CRI Lifetree, and ClinStar occurred as of the beginning of 2012. This pro forma financial information is not necessarily indicative of operating results if the acquisition had been completed at the date indicated, nor is it necessarily an indication of future operating results.

*(In thousands, except per share amounts)*	2013			2012

	For the year ended December 31,


Total revenue	$	1,390,161		$	1,248,285
Net loss		(46,232	)		(128,676	)
Net loss per share:
Basic	$	(1.15	)	$	(3.20	)
Diluted	$	(1.15	)	$	(3.20	)

The unaudited pro forma financial information for the year ended December 31, 2012 includes the following non-recurring adjustments:

•: a $6.9 million increase to stock-based compensation costs for expense triggered by the above transactions, with a corresponding $2.7 million increase to the benefit from income taxes;
•: a $75.9 million increase to transaction-related costs incurred by the Company during the year ended December 31, 2013 attributable to the above transactions, with a corresponding $30.0 million increase to the benefit from income taxes;
•: a $28.9 million increase to loss on the modification or extinguishment of long-term debt incurred by the Company during the year ended December 31, 2013 attributable to the above transactions, with a corresponding $11.4 million increase to the benefit from income taxes.

(3) Joint Ventures

In December 2012, the Predecessor Company and WuXi PharmaTech ("WuXi") signed a joint venture agreement to offer a broad platform of Phase I-IV clinical trial services in China, Hong Kong and Macau. The joint venture provides services including clinical trial monitoring, project management, regulatory strategy and submissions, data management, biostatistics, drug safety reporting, and medical monitoring. The clinical operations of WuXi and PRA in China were combined to operate as an independent contract research organization and are jointly owned by PRA (49%) and WuXi (51%).

The Predecessor Company contributed $4.6 million to the joint venture during March 2013 and recorded a $0.8 million and $0.7 million reduction to the investment balance during the Predecessor period from January 1, 2013 to September 22, 2013 and Successor period September 23, 2013 to December 31, 2013, respectively, for the Company's equity in the venture's net loss for the period. The investment will be adjusted for the Company's equity in the venture's net income (loss), cash contributions, distributions, and other adjustments required by the equity method of accounting.

In March 2013, RPS entered into a joint venture agreement with Asklep Inc ("Asklep"). The joint venture provides research and development outsourcing solutions in Japan to the biopharmaceutical and medical device industries. This joint venture is based in Tokyo, Japan and is owned by RPS (49%) and Asklep (51%).

F-17

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(3) Joint Ventures (Continued)

(4) Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts and results of operations of the Company. All intercompany balances and transactions have been eliminated.

Variable Interest Entities

FASB accounting guidance concerning variable interest entities ("VIE") addresses the consolidation of business enterprise to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance focuses on controlling financial interests that may be achieved through arrangements that do not involve voting interests. The guidance requires an assessment of who the primary beneficiary is and whether the primary beneficiary should consolidate the VIE. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the variable interest entity that most significantly impacts the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Application of the VIE consolidation requirements may require the exercise of significant judgment by management.

In order to comply with laws in New Jersey and Pennsylvania prohibiting the corporate practice of medicine, the Company has management contracts for medical services with a professional corporation, CNS Research Institute, Inc. ("CNS"), for physician investigators working in New Jersey and Pennsylvania. CNS is owned by a founder of CRI Lifetree, who is currently an employee of the Company. The management contracts expire on May 30, 2017.

The Company pays CNS a management fee equal to the salary, bonus and benefits for the physicians. The Company manages all aspects of CNS' operations including providing administrative support and making all significant operational decisions. Additionally, CNS cannot provide services to any other party without the prior written approval of the Company.

After evaluating all of the factors noted above, it was concluded that CNS should be included in the Company's consolidated financial statements as it is a variable interest entity and the Company is the primary beneficiary. During the Successor period, the Company paid CNS $0.1 million as compensation under the management contract, which was eliminated in consolidation. CNS had no net income for the Successor period ended December 31, 2013.

Risks and Other Factors

The Company's revenues are dependent on research and development expenditures of the pharmaceutical and biotechnology industries. Any significant reduction in research and development expenditures by the pharmaceutical and biotechnology industries could have a material adverse effect on the Company and its results of operations.

F-18

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Clients of the Company generally may terminate contracts without cause upon 30 to 60 days' notice. While the Company generally negotiates deposit payments and early termination fees up front, such terminations could significantly impact the future level of staff utilization and have a material adverse effect on the Company and the results of future operations.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, the Company's primary method of revenue recognition requires estimates of costs to be incurred to fulfill existing long-term contract obligations. Actual results could differ from those estimates. Estimates are also used when accounting for certain items such as allowance for doubtful accounts, depreciation and amortization, asset impairment, certain acquisition-related assets and liabilities, income taxes, fair market value determinations, and contingencies.

Reportable Segments

The Company's operations consist of one reportable segment, which represents management's view of the Company's operations based on its management and internal reporting structure.

Business Combinations

Business combinations are accounted for using the acquisition method and, accordingly, the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree are recorded at their estimated fair values on the date of the acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets.

Contingent Liabilities

The Company provides for contingent liabilities when (1) it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated financial statements and (2) the amount of the loss can be reasonably estimated. Disclosure in the notes to the consolidated financial statements is required for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred. The Company expenses as incurred the costs of defending legal claims against the Company.

Cash Equivalents

The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of December 31, 2013 and 2012, substantially all of the Company's cash and cash equivalents were held in or invested with large financial institutions. Certain bank deposits may at times be in excess of the FDIC insurance limits.

F-19

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Restricted cash

The Company receives cash advances from its customers to be used for the payment of investigator costs and other pass-through expenses. The terms of certain customer contracts require that such advances be maintained in separate escrow accounts; these accounts are not commingled with the Company's cash and cash equivalents and are presented separately in the consolidated balance sheet.

Additionally, as part of the ClinStar acquisition, the Company was required to transfer $1.0 million to an escrow account held by a subsidiary. The funds will be used to pay deferred compensation to certain former ClinStar employees. As of December 31, 2013, the balance of the cash held in escrow was $0.8 million. The remaining funds are expected to be distributed during 2014.

Accounts Receivable and Unbilled Services

Accounts receivable represent amounts for which invoices have been sent to clients based upon contract terms. Unbilled services represent amounts earned for services that have been rendered but for which clients have not been billed and include reimbursement revenue. Unbilled services are generally billable upon submission of appropriate billing information, achievement of contract milestones or contract completion.

Allowances for Doubtful Accounts

The Company maintains an allowance for estimated losses resulting from the inability of our customers to make required payments. The Company performs credit reviews of each customer, monitors collections and payments from our customers, and determines the allowance based upon historical experience and specific customer collection issues. The Company ages billed accounts receivable and assesses exposure by customer type, by aged category, and by specific identification. After all attempts to collect a receivable have failed, the receivable is written off against the allowance or, to the extent unreserved, to bad debt expense.

Advance Billings

Advance billings represent amounts associated with services, reimbursement revenue and investigator fees that have been received but have not yet been earned or paid.

Fixed Assets

Fixed assets and software purchased or developed for internal use are recorded at cost and are depreciated on a straight-line basis over the following estimated useful lives:


Furniture, fixtures and equipment		5-7 years
Computer hardware and software		3-7 years
Leasehold improvements		Lesser of the life of the lease or useful life of the improvements

F-20

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Internal Use Software

The Company accounts for internal use software in accordance with the provisions of accounting standards, which require certain direct costs and interest costs incurred during the application stage of development to be capitalized and amortized over the useful life of the software.

Derivative Financial Instruments

All derivatives are measured at fair value and recognized as either assets or liabilities on the consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of other comprehensive income and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur. The Company utilizes interest rate swap and cap agreements ("interest rate contracts") to manage changes in market conditions related to debt obligations.

Fair Value Measurements

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

•: Level 1 — Quoted prices in active markets for identical assets or liabilities.
•: Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•: Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, unbilled services, accounts payable, and advanced billings, approximate fair value due to the short maturities of these instruments.

F-21

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Recurring Fair Value Measurements

The following table summarizes the fair value of the Company's financial assets and liabilities that are measured on a recurring basis as of December 31, 2013 (in thousands):

	Level 1		Level 2		Level 3		Total

Assets:
Interest rate contracts	$	—	$	3,303	$	—	$	3,303


Total	$	—	$	3,303	$	—	$	3,303




Liabilities:
Interest rate contracts	$	—	$	42	$	—	$	42
Contingent consideration		—		—		2,996		2,996


Total	$	—	$	42	$	2,996	$	3,038

The Company values contingent consideration, related to business combinations, using a weighted probability of potential payment scenarios discounted at rates reflective of the weighted average cost of capital for the businesses acquired. Key assumptions used to estimate the fair value of contingent consideration include revenue and operating forecasts and the probability of achieving the specific targets. Interest rate swaps and caps are measured at fair value using a market approach valuation technique. The valuation is based on an estimate of net present value of the expected cash flows using relevant mid-market observable data inputs and based on the assumption of no unusual market conditions or forced liquidation.

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the year ended December 31 (in thousands):

	Contingent Considerations — Accrued expenses and Other long-term liabilities

Predecessor
Balance at December 31, 2012	$	—
Initial estimate of contingent consideration		3,685
Revaluations included in earnings		414


Balance, September 22, 2013	$	4,099




Successor
Balance, September 23, 2013	$	—
Acquired liability		4,099
Revaluations included in earnings		(1,103	)


Balance at December 31, 2013	$	2,996

F-22

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Non-recurring Fair Value Measurements

Certain assets and liabilities are carried on the accompanying consolidated balance sheets at cost and are not remeasured to fair value on a recurring basis. These assets include definite-lived intangible assets which are tested when a triggering event occurs and goodwill and identifiable indefinite-lived intangible assets which are tested for impairment annually on October 1 and when a triggering event occurs.

As of December 31, 2013, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaling approximately $1,798.9 million were identified as Level 3. These assets are comprised of goodwill of $1,099.1 million and identifiable intangible assets of $699.8 million.

Impairment of Long-Lived Assets

The Company reviews the recoverability of its long-lived asset groups, including furniture and equipment, computer hardware and software, leasehold improvements, and other finite-lived intangibles, when events or changes in circumstances occur that indicate the carrying value of the asset group may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on discounted cash flows. The measurement of impairment requires the Company to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.

Goodwill and Other Intangibles

Goodwill and indefinite-lived intangible assets are tested for impairment annually or more frequently if an event or circumstance indicates that an impairment loss may have been incurred. Separate intangible assets that have finite useful lives are amortized over their estimated useful lives or over the period in which economic benefit is received. The Company's primary finite lived intangibles are customer relationships and customer backlog, which are amortized on an accelerated basis, which coincides with the period of economic benefit received by the Company.

Revenue Recognition

The Company generally enters into contracts with customers to provide services with payments based on either fixed-fee, time and materials, or fee-for-service arrangements. Revenue for services is recognized only after persuasive evidence of an arrangement exists, the sales price is determinable, services have been rendered, and collectability is reasonably assured.

Once these criteria have been met, the Company recognizes revenue for the services provided on fixed-fee contracts based on the proportional performance methodology, which determines the proportion of outputs or performance obligations which have been completed or delivered compared to the total contractual outputs for performance obligations. To measure performance, the Company compares the contract costs incurred to estimated total contract costs through completion. As part of the client proposal and contract negotiation process, the Company develops a detailed project budget for the direct costs based on the scope of the work, the complexity of the study, the geographical location involved and the Company's historical

F-23

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

experience. The Company then establishes the individual contract pricing based on the Company's internal pricing guidelines, discount agreements, if any, and negotiations with the client. The estimated total contract costs are reviewed and revised periodically throughout the lives of the contracts, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are first identified. Contract costs consist primarily of direct labor and other project-related costs. Revenue from time and materials contracts is recognized as hours are incurred. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed.

A majority of the Company's contracts undergo modifications over the contract period and the Company's contracts provide for these modifications. During the modification process, the Company recognizes revenue to the extent it incurs costs, provided client acceptance and payment is deemed reasonably assured.

The Company often offers volume discounts to its large customers based on annual volume thresholds. The Company records an estimate of the annual volume rebate as a reduction of revenue throughout the period based on the estimated total rebate to be earned for the period.

Most of the Company's contracts can be terminated by the client either immediately or after a specified period following notice. These contracts require the client to pay the Company the fees earned through the termination date, the fees and expenses to wind down the study, and, in some cases, a termination fee or some portion of the fees or profit that the Company could have earned under the contract if it had not been terminated early. Therefore, revenue recognized prior to cancellation generally does not require a significant adjustment upon cancellation.

Reimbursement Revenue and Reimbursable Out-of-Pocket Costs

The Company incurs out-of-pocket costs, in excess of contract amounts, which are reimbursable by its customers. The Company includes out-of-pocket costs both as reimbursement revenue and as reimbursable out-of-pocket costs in the consolidated statements of operations.

As is customary in the industry, the Company routinely enters into separate agreements on behalf of its clients with independent physician investigators in connection with clinical trials. The funds received for investigator fees are netted against the related cost because such fees are the obligation of the Company's clients, without risk or reward to the Company. The Company is not obligated either to perform the service or to pay the investigator in the event of default by the client. In addition, the Company does not pay the independent physician investigator until funds are received from the client. Total payments to investigators were $46.8 million for the Successor period from September 23, 2013 to December 31, 2013, $153.6 million for the Predecessor period from January 1, 2013 to September 22, 2013, and $145.2 million for the period ended December 31, 2012, respectively.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, and unbilled services. As of December 31, 2013, substantially all of the Company's cash and cash equivalents were held in or invested with large financial institutions. Accounts receivable include amounts due from pharmaceutical and biotechnology companies. The Company establishes an allowance for potentially uncollectible receivables. In management's opinion, there is no additional material credit risk beyond amounts provided for such losses.

F-24

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Service revenue from individual customers greater than 10% of consolidated service revenue in the respective periods was as follows:

	Successor		Predecessor

	September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013			December 31, 2012
Customer A		—		10.7	%		—

Accounts receivable and unbilled receivables from individual customers that were equal to or greater than 10% of consolidated accounts receivable and unbilled receivables at the respective dates were as follows:

	Successor		Predecessor

	December 31, 2013		December 31, 2012
Customer A		—		10.1	%

Foreign Currency

The assets and liabilities of the Company's foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the period. Equity activities are translated at the spot rate effective at the date of the transaction. Revenue and expense accounts and cash flows of these operations are translated at average exchange rates prevailing during the period the transactions occurred. Translation gains and losses are included as an adjustment to the accumulated other comprehensive income account in stockholders' equity.

In addition, gains and losses from foreign currency transactions, such as those resulting from the settlement and revaluation of foreign receivables and payables, are included in the determination of net income. These amounts are included in foreign currency transaction losses, net in the consolidated statement of operations.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets are recognized for future deductible temporary differences, along with net operating loss carryforwards and credit carryforwards, if it is more likely than not that the tax benefits will be realized. To the extent a deferred tax asset cannot be recognized under the preceding criteria, a valuation allowance is established to reduce the deferred tax asset to the amount that is more likely than not to be realized. Deferred tax liabilities are recognized for future taxable temporary differences. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

There are inherent uncertainties related to the interpretation of tax regulations in the jurisdictions in which the Company transacts business. The judgments and estimates made at a point in time may change based on the outcome of tax audits, as well as changes to, or further interpretations of, regulations. Income tax expense is adjusted in the period in which these events occur, and these adjustments are included in the

F-25

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Company's consolidated statement of operations. If such changes take place, there is a risk that the Company's effective tax rate may increase or decrease in any period. A company must recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution.

Stock-Based Compensation

The primary type of share-based payment utilized by the Company is stock options. Stock options are awards which allow the employee to purchase shares of the Company's stock at a fixed price. The Company measures compensation cost at the grant date, based on fair value of the award, and recognizes it as expense over the employees' requisite service period.

The fair value of each option issued during these periods was estimated on the date of grant using the Black-Scholes option pricing model for service condition awards and a Monte Carlo model for market and performance condition awards issued during the Predecessor period, with the following weighted average assumptions:

	Successor			Predecessor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Risk-free interest rate		2.2	%		1.3	%		1.4	%
Expected life, in years		6.50			7.00			7.00
Dividend yield		N/A			N/A			N/A
Volatility		39.7	%		41.2	%		41.7	%

The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of the grant. The expected term represents the period of time the grants are expected to be outstanding. As a result of the Company's status as a private company for the last several years, the Company does not have sufficient history to estimate the volatility of its common share price. The Company calculates expected volatility based on reported data for selected reasonably similar publicly traded companies for which the historical information is available. For the purpose of identifying peer companies, the Company considers characteristics such as industry, length of trading history, similar vesting terms and in-the-money option status.

Due to the absence of an active market for the Company's common shares, the fair value of our common shares for purposes of determining the exercise price for award grants was determined in good faith by the Company's board of directors, with the assistance and upon the recommendation of management based on a number of market factors, including: the common shares underlying the award involved illiquid securities in a private company; results of operations and financial position; and the market performance of publically traded companies compared to the Company.

F-26

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

Net Income (Loss) Per Share

The calculation of net income (loss) per share ("EPS") is based on the weighted average number of common shares or common stock equivalents outstanding during the applicable period. The dilutive effect of common stock equivalents is excluded from basic earnings per share and is included in the calculation of diluted earnings per share.

Debt Issuance Costs

Debt issuance costs relating to the Company's long-term debt are deferred and amortized to interest expense using the effective interest method, over the respective terms of the related debt. Debt issuance costs relating to the Company's revolving credit facilities are deferred and amortized to interest expense using the straight-line method.

Compensated Absences

The Company accrues for the costs of compensated absences to the extent that the employee's right to receive payment relates to service already rendered, the obligation vests or accumulates, payment is probable and the amount can be reasonably estimated. The Company's policies related to compensate absences vary by jurisdiction and obligations are recorded net of estimated forfeiture due to turnover when reasonably predictable.

Operating Leases

The Company records rent expense for operating leases, some of which have escalating rent over the term of the lease, on a straight-line basis over the initial effective lease term. The Company begins depreciation on the date of initial possession, which is generally when the Company enters the space and begins to make improvements in preparation for its intended use. Some of the Company's facility leases provide for concessions by the landlords, including payments for leasehold improvements considered tenant assets, free rent periods, and other lease inducements. The Company reflects these concessions as deferred rent in the accompanying consolidated financial statements. The Company accounts for the difference between rent expense and rent paid as deferred rent. For tenant allowances for improvements considered to be tenant assets, rent holidays and other lease incentives, the Company records a deferred rent liability at the inception of the lease term and amortizes the deferred rent over the term of the lease as a reduction to rent expense. For tenant allowances considered to be property owner assets, the payment is treated as a reimbursement for the cost of the lessor asset.

Reclassifications

The Company reclassified $0.8 million in each of the periods September 23, 2013 to December 31, 2013 and January 1, 2013 to September 22, 2013 from other expense and $0.2 million in each of the aforementioned periods from benefit from income taxes resulting in $0.6 million being reflected as equity in losses of unconsolidated joint ventures, net of tax, for both periods.

Revisions

Certain revisions to the Company's previously-issued 2012 financial statements have been made to reflect the recording in the correct periods of out-of-period adjustments previously recorded during 2012. These

F-27

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

revisions, which had immaterial impacts on the previously-issued consolidated financial statements for all years, are summarized as follows:

(1) a $0.4 million reduction in the benefit from income taxes in 2012 due to amounts recorded in the incorrect tax jurisdiction previously corrected in 2012;

(2) a $1.0 million reduction in the benefit from income taxes in 2012 due primarily to an error in the treatment of debt issuance costs from 2007 previously corrected in 2012;

(3) a $0.3 million increase to the benefit from income taxes in 2012 due to transfer pricing errors previously corrected in 2012;

The net effect on the statements of operations of the above adjustments, including the impact of rounding, is a $1.2 million reduction in the benefit from income taxes in 2012.

The aggregate effects of the above revisions to the Company's previously-issued consolidated financial statements are as follows (in thousands):

	Predecessor

	December 31, 2012
	Original			Revised
Income from operations	$	45,610		$	45,610
Benefits from income taxes		(3,027	)		(1,847	)
Net loss		(1,527	)		(2,707	)

Recent Accounting Pronouncements

In July 2012, the FASB issued an Accounting Standards Update ("ASU") on testing indefinite-lived intangible assets for impairment. This guidance allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. The guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. This guidance is effective for fiscal years beginning after September 15, 2012. The Company adopted this guidance during the Predecessor period from January 1, 2013 to September 22, 2013, but the Company did not utilize the qualitative assessment during 2013.

In February 2013, the FASB issued an ASU on reclassifications out of other comprehensive income. The amendments in this update require an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This accounting standard update is effective prospectively for annual and interim periods beginning after December 15, 2012 and did not have a material impact on the Company's consolidated financial statements.

F-28

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(4) Significant Accounting Policies (Continued)

In March 2013, the FASB issued ASU No. 2013-05, "Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity." ASU 2013-05 addresses the accounting for the cumulative translation adjustment when a parent either sells a part or all of its investment in a foreign entity or no longer holds a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. ASU 2013-05 is effective prospectively for periods beginning after December 15, 2013 and early adoption is permitted. The adoption of this guidance is not expected to have a material impact on the consolidated financial statements.

In July 2013, the FASB issued an ASU on the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. This ASU requires that entities present an unrecognized tax benefit, or portion of an unrecognized tax benefit, as a reduction to a deferred tax asset in the financial statements for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, with certain exceptions. This accounting standard update is effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2013, however early adoption and retrospective application is permitted. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers," to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently assessing the potential impact of this ASU on its consolidated financial statements.

(5) Accounts Receivable and Unbilled Services

Accounts receivable and unbilled services include service revenue, reimbursement revenue, and amounts associated with work performed by investigators. Accounts receivable and unbilled services were (in thousands):

	Successor			Predecessor

	December 31, 2013			December 31, 2012
Accounts receivable	$	232,768		$	126,883
Unbilled services		62,345			59,752


		295,113			186,635
Less allowance for doubtful accounts		(129	)		(1,744	)


Total accounts receivable and unbilled services, net	$	294,984		$	184,891

F-29

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(5) Accounts Receivable and Unbilled Services (Continued)

A rollforward of the allowance for doubtful accounts is as follows (in thousands):

	Successor		Predecessor

	September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013			December 31, 2012
Beginning balance	$	—	$	1,744		$	822
Additions — charged to expenses		129		136			937
Deductions — write-offs, net of recoveries		—		(274	)		(15	)


Ending balance	$	129	$	1,606		$	1,744

(6) Fixed Assets

The changes in the carrying amount of fixed assets are as follows (in thousands):

	Successor			Predecessor

	December 31, 2013			December 31, 2012
Leasehold improvements	$	13,429		$	13,894
Computer hardware and software		47,829			73,729
Furniture and equipment		20,727			25,073


		81,985			112,696
Accumulated depreciation		(6,158	)		(61,735	)


Total fixed assets, net	$	75,827		$	50,961

All fixed assets are included as collateral for the payment and performance in full of the term loans pledged by the Company and its subsidiaries.

Depreciation expense was $6.2 million for the Successor period from September 23, 2013 to December 31, 2013, $11.9 million for the Predecessor period from January 1, 2013 to September 22, 2013, and $15.0 million for the period ended December 31, 2012.

F-30

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(7) Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill are as follows (in thousands):


Predecessor
Balance, December 31, 2011	$	488,600
Currency translation		2,075


Balance, December 31, 2012	$	490,675




Predecessor
Balance, December 31, 2012	$	490,675
Acquisition of ClinStar		15,072
Currency translation		2,706


Balance, September 22, 2013	$	508,453




Successor
Balance, September 23, 2013	$	—
Acquisition by KKR		882,837
Acquisition of RPS		157,649
Acquisition of CRI Lifetree		49,768
Currency translation		8,827


Balance, December 31, 2013	$	1,099,081

The Company conducts its annual impairment test of goodwill during the fourth quarter of the fiscal year. During 2013 and 2012, the Company concluded that the fair value of goodwill exceeded the carrying value and, therefore, no impairment exists. Accumulated impairment charges for the Predecessor as of December 31, 2012 were $109.7 million. There are no accumulated impairment charges for the Successor as of December 31, 2013.

F-31

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(7) Goodwill and Intangible Assets (Continued)

Intangible Assets

Intangible assets consist of the following (in thousands):

	Successor			Predecessor

	December 31, 2013			December 31, 2012
Customer relationships	$	419,519		$	128,090
Customer backlog		133,017			72,834
Trade names (definite-lived)		28,143			446
Patient list and other intangibles		17,128			—
Non-competition agreements		3,158			31


Total finite-lived intangible assets, gross		600,965			201,401
Accumulated amortization		(19,184	)		(136,237	)


Total finite-lived intangible assets, net		581,781			65,164
Trade names (indefinite-lived)		118,010			43,210


Total intangible assets, net	$	699,791		$	108,374

The Company conducts its annual impairment test of indefinite-lived intangibles during the fourth quarter of the fiscal year. For the periods ended December 31, 2013 and 2012, the Company concluded that the fair value of indefinite-lived intangibles exceeded the carrying value and, therefore, no impairment exists. Amortization expense was $19.2 million for the Successor period from September 23, 2013 to December 31, 2013, $13.3 million for the Predecessor period from January 1, 2013 to September 22, 2013, and $15.6 million for the year ended December 31, 2012. Estimated amortization expense related to finite-lived intangible assets for the next five years is as follows (in thousands):


2014	$	75,692
2015		61,132
2016		50,044
2017		37,632
2018		32,753
2019 and thereafter		324,528


Total	$	581,781

F-32

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(8) Accrued Expenses and Other Current Liabilities

Accrued expenses consisted of the following (in thousands):

	Successor		Predecessor

	December 31, 2013		December 31, 2012
Accrued salaries, benefits, and payroll taxes	$	52,757	$	29,541
Accrued bonuses		9,703		6,971
Accrued dividend payments, short-term		—		1,447
Accrued self insurance costs		1,383		1,220
Accrued contract labor and 3rd party CRO costs		4,064		3,271
Accrued accounting and legal fees		2,485		1,716
Accrued interest		10,824		2,206
Accrued other taxes		3,904		3,896
Other accrued expenses		18,425		11,057
Contingent consideration, short-term		1,472		—
Acquisition-related payable		2,442		—
Unfavorable contracts		5,170		—
Vendor financing liability		2,075		396
Accrued customer refunds, short-term		4,500		—


Total accrued expenses and other liabilities	$	119,204	$	61,721

(9) Other Long-Term Liabilities

Other long-term liabilities consisted of the following (in thousands):

	Successor		Predecessor

	December 31, 2013		December 31, 2012
Contingent tax reserves	$	13,420	$	11,499
Accrued customer refunds		4,500		—
Unfavorable lease accrual		1,780		—
Vendor financing		1,559		—
Contingent consideration		1,523		—
Deferred rent		1,065		9,027
Accrued dividend payments		—		1,714
Other long-term liabilities		2,885		611


Total other long-term liabilities	$	26,732	$	22,851

F-33

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(10) Current borrowings and long-term debt

Long-term debt consisted of the following (in thousands):

	Successor			Predecessor

	December 31, 2013			December 31, 2012
Term loans, first lien — U.S. dollar	$	887,775		$	299,729
Term loans, first lien — Euro		—			36,064
Term loans, second lien — U.S. dollar		—			135,000
Subordinated notes		375,000			—


		1,262,775			470,793
Less debt discount (Successor) and issuance costs (Predecessor)		(8,063	)		(16,359	)


		1,254,712			454,434
Less current portion		(8,900	)		(3,358	)


Total long-term debt, net	$	1,245,812		$	451,076

Principal payments on long-term debt are due as follows (in thousands):


2014	$	8,900
2015		8,900
2016		8,900
2017		8,900
2018 and thereafter		1,227,175


Total	$	1,262,775

The estimated fair value of borrowings under credit facilities and long-term debt was $1,301.2 million and $471.3 million at December 31, 2013 and December 31, 2012, respectively. The fair value of the subordinated notes were determined based on Level 2 inputs using the market approach, which is primarily based on rates at which the debt is traded among financial institutions. The fair value of the term loans and borrowings under credit facilities were determined based on Level 3 inputs, which is primarily based on rates at which the debt is traded among financial institutions adjusted for the Company's credit standing.

Successor

On December 2, 2013, the Company amended the first lien term loan ("the December Amendment") which provided for $65.0 million in additional borrowings. The proceeds were used to fund the acquisition of CRI Lifetree.

In accordance with the guidance in ASC 470-50, Debt-modifications and Extinguishments, the December Amendment was accounted for as a debt modification. The Company paid approximately $1.6 million of debt issuance costs in connection with the December Amendment; this amount is included in the Loss on modification or extinguishment of debt line on the consolidated statement of operations.

F-34

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(10) Current borrowings and long-term debt (Continued)

In September 2013, the Company entered into a new credit agreement (the "2013 Credit Agreement") with a syndicate of banks led by UBS for an aggregate principal amount of $825.0 million of first lien term loan and a $125.0 million revolving line of credit (the "New Credit Facility" or "Senior Secured Credit Facility"). Due to the Merger, on September 23, 2013, the Predecessor Company terminated its old credit facility dated December 10, 2012. In September 2013, the Company also issued $375.0 million in subordinated notes (the "Subordinated notes"). The proceeds from the 2013 Credit Agreement and the Subordinated notes issuances were used in conjunction with the acquisition by KKR, to fund the acquisition of RPS, repay existing debt, and pay for fees and expenses related to the aforementioned events. The Company paid $42.8 million of debt issuance costs in connection with the 2013 Credit Agreements and Subordinated notes, which are recorded in deferred financing fees on the consolidated balance sheet. The Company paid an $8.3 million debt discount in connection with the first lien term loans.

In September 2013, PRA Holdings signed a commitment letter with certain lenders for a senior secured bridge loan ("the bridge loan") to ensure financing would be available for the RPS Acquisition in the event that the offering of the Subordinated notes was not closed by the date of closing of the RPS Acquisition. Due to the closing of the issuance of the Subordinated notes, the bridge loan was terminated. At the closing of the issuance of the Subordinated notes and the RPS Acquisition, a commitment fee of $5.6 million was paid to the lenders who provided the bridge loan commitment; this amount is included in the Loss on modification or extinguishment of debt line on the consolidated statement of operations.

As collateral for borrowings under the 2013 Credit Agreement, the Company granted a pledge on primarily all of its assets, and the stock of designated subsidiaries. The Company is subject to certain financial covenants, which require the Company to maintain certain debt-to-EBITDA ratios. The 2013 Credit Agreement also contains covenants that, among other things, restrict the Company's ability to incur additional indebtedness, grant liens, make investments, loans, guarantees or advances, make restricted junior payments, including dividends, redemptions of capital stock and voluntary prepayments or repurchase of certain other indebtedness, engage in mergers, acquisitions or sales of assets, enter into sale and leaseback transactions or engage in certain transactions with affiliates and otherwise restrict certain corporate activities. The Company does not expect these covenants to restrict its liquidity, financial condition or access to capital resources in the foreseeable future. The 2013 Credit Agreement also contains customary representations, warranties, affirmative covenants, and events of default.

Beginning on December 31, 2014, the Company is required to make mandatory prepayments on borrowings under the 2013 Credit Agreement if its financial performance exceeds specified amounts.

Term Loans

The first lien term loan is a floating rate term loan with scheduled, fixed quarterly principal payments of 0.25% of the original principal balance through September 2020. The variable interest rate is based on the LIBOR, with a 1.0% LIBOR floor, plus an applicable margin of 4.0%. The applicable margin is dependent upon the Company's debt to consolidated EBITDA ratio as defined in the 2013 Credit Agreement.

The Company has the option of 1, 2, 3 or 6 month base interest rate. As of December 31, 2013, the weighted average interest rate on the first lien term loan was 5.0%. The 2013 Credit Agreement contains a prepayment penalty of 1.0% if repricing occurs during the six month after the closing date; there are no other prepayment penalties.

F-35

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(10) Current borrowings and long-term debt (Continued)

Revolving Credit Facilities

The Company's new credit facility provides for $125.0 million of potential borrowings and expires on September 23, 2018. The interest rate on the credit facility is based on the LIBOR plus an applicable rate, based on the leverage ratio of the Company. The Company, at its discretion, may choose interest periods of 1, 2, 3 or 6 months. In addition, the Company is required to pay to the lenders a commitment fee of 0.5% quarterly for unused commitments on the revolver, subject to a step-down to 0.375% based upon achievement of a certain leverage ratio. At December 31, 2013, the Company had outstanding borrowings under the credit facility of $10.0 million. As of December 31, 2013, the weighted average interest rate on the credit facility was 5.0%. In addition, at December 31, 2013, the Company had $2.5 million in letters of credit outstanding, which are secured by the New Credit Facility.

Subordinated Debt

In September 2013, the Company issued $375.0 million of Subordinated notes. The Subordinated notes do not require principal payments and mature on October 1, 2023. The Subordinated notes bear interest at a rate of 9.50% per year payable on April 1and October 1 of each year, beginning April 1, 2014.

The Company may redeem the Subordinated notes, in whole or in part, at any time prior to October 1, 2018 subject to a prepayment premium calculated in accordance with the Subordinated notes indenture. From October 1, 2018 through October 1, 2021, the prepayment premium is 1.58% - 4.75%; there is no prepayment premium after October 1, 2021. In the event of a change in control, holders of the Subordinated notes would be repaid the outstanding principal balance plus accrued interest and a 1% prepayment premium.

As collateral for the payment and performance in full of the Subordinated notes, the Company granted a pledge on primarily all of its assets, and the stock of designated subsidiaries. In addition, the covenants include limitations on incurring additional indebtedness, selling certain assets, and making certain distributions.

Predecessor

The Merger on September 23, 2013, required that all of the Predecessor Company's debt be repaid. This resulted in the recognition of a loss on modification or extinguishment of debt totaling $20.0 million, which was recorded in the Predecessor period from January 1, 2013 to September 22, 2013; this amount is included in the Loss on modification or extinguishment of debt line on the consolidated statement of operations.

The loss was made up of $15.2 million of previously recorded unamortized debt issuance costs and a prepayment penalty of $4.8 million.

The Predecessor Company maintained a credit agreement with a syndicate of lenders led by UBS (the "Credit Agreement"). In February 2013, the Predecessor Company amended the Credit Agreement (the "February Amendment"). The February Amendment provided for $95.0 million in additional borrowings, consisting of $70.0 million in secured incremental first lien U.S. Dollar term loans maturing in December 2017 and $25.0 million of secured incremental second lien U.S. Dollar term loans maturing in June 2019.

F-36

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(10) Current borrowings and long-term debt (Continued)

The proceeds were used to fund the acquisition of ClinStar and to partially fund the dividend declared in February 2013.

In accordance with the guidance in ASC 470-50, "Debt-Modifications and Extinguishments," the February Amendment was accounted for as a debt modification based on an analysis of the present value of the change in cash flows for each lender in the debt syndication. The Company paid $2.4 million of debt issuance costs in connection with the February Amendment, of which $0.8 million was capitalized to be amortized to interest expense over the term of the Credit Agreement and $1.6 million was expensed as a loss on modification of debt during the Predecessor period January 1, 2013 to September 22, 2013; this amount is included in the Loss on modification or extinguishment of debt line on the consolidated statement of operations.

Term Loans

The first lien U.S. dollar term loan was a floating rate term loan with scheduled, fixed quarterly principal payments of 0.25% of the original principal amount through December 2017. The variable interest rate was based on the LIBOR, with a 1.25% LIBOR floor, plus an applicable margin of 5.25%. The first lien Euro term loan was a floating rate term loan with scheduled, fixed quarterly principal payments of 0.25% of the original principal amount through December 2017. The variable interest rate was based on the EURIBOR, with a EURIBOR floor of 1.25%, plus an applicable margin of 5.50%.

The second lien U.S. dollar term loan was a floating rate term loan with no scheduled principal payments until the loan matures in June 2019. The incremental second lien U.S. dollar term loan was a floating rate term loan with scheduled, fixed quarterly principal payments of 0.25% of its original balance through June 2019. The variable interest rate was based on the LIBOR, with a LIBOR floor of 1.25%, plus an applicable margin of 9.25%.

For all of the term loans, the Predecessor Company had the option of 1, 2, 3 or 6 month base interest rate. As of December 31, 2012, the weighted average interest rate on the first lien U.S. dollar term loans, first lien Euro term loans, and the second lien U.S. dollar term loans was 6.50%, 6.75%, and 10.50%, respectively. The Predecessor Company had the option to repay all of the term loans at any time before maturity. The first lien term loans contained a prepayment penalty of 1.0% if repaid during the first year in connection with a repricing transaction and the second lien term loans contained a prepayment penalty of up to 3.0% based on the time to maturity.

As collateral for the payment and performance in full of all the term loans, the Predecessor Company granted a pledge on primarily all of its assets, and the stock of designated subsidiaries. The Predecessor Company was subject to certain financial covenants, which required the Company to maintain certain debt-to-EBITDA ratios. In addition, the covenants included limitations on additional indebtedness.

Revolving Credit Facilities

The Predecessor Company's credit facility provided for $40.0 million of potential borrowings and expired on December 10, 2017. The interest rate on the credit facility was based on the LIBOR plus an applicable rate, based on the leverage ratio of the Predecessor Company. The Predecessor Company, at its discretion, could choose interest periods of 1, 2, 3 or 6 months. In addition, the Predecessor Company was required to pay to the lenders a commitment fee of 0.5% quarterly for unused commitments on the revolver. There were

F-37

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(10) Current borrowings and long-term debt (Continued)

no borrowings outstanding under the revolving credit facility at December 31, 2012. In addition, at December 31, 2012, the Predecessor Company had $2.0 million in letters of credit outstanding, which were secured by the credit facility.

(11) Stockholders' Equity — Successor

Authorized Shares

The Company is authorized to issue up to one billion shares of common stock, with a par value of $0.01.

(12) Stockholders' Equity — Predecessor

Authorized Shares

The Predecessor Company was authorized to issue up to one hundred million shares of stock, with a par value of $0.0001, of which ninety five million have been designated as common stock and five million have been designated as preferred stock.

Dividends

In February 2013, the Predecessor Company declared a $2.83 per share dividend to all shareholders and made a related payment of $2.83 per share to holders of vested service-based stock options. The dividends were declared from additional paid-in capital and represent a return of capital to the common shareholders. Dividends paid (including the related payments to holders of options) during the Successor period from September 23, 2013 to December 31, 2013 totaled $4.3 million and $127.3 million during the Predecessor period from January 1, 2013 to September 22, 2013. The total dividends paid included $112.2 million paid to common stockholders, $16.3 million paid to holders of vested service-based options and $3.1 million paid to holders of service-based options that vested during the year related to dividends declared in December 2012.

(13) Stock-Based Compensation

Successor

On September 23, 2013 and in connection with the acquisition of the Company by KKR, the Board of Directors approved the formation of the 2013 Stock Incentive Plan for Key Employees of Pinnacle Holdco Parent, Inc. and its subsidiaries (the "Plan"). The Plan allows for the issuance of stock options and other stock-based awards as permitted by applicable laws. The number of shares available for grant under the plan is 12.5% of the outstanding shares at closing on a fully diluted basis. The Company rolled over 2,052,909 stock options under the Plan; this amount is comprised of 2,016,581 and 36,328 options rolled over by employees of the Predecessor Company and RPS, respectively. The fair value of the options that were rolled over equaled the fair value of the options in the Predecessor Company and, therefore, there was no additional stock-based compensation expense recorded.

During December 2013 the Board of Directors granted 4,762,377 stock options; this amount is comprised of 2,810,311 service-based options and 1,952,066 market-based options.

F-38

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(13) Stock-Based Compensation (Continued)

an exercise price less than $11.73 per share as determined by the board of directors. The stock option compensation cost calculated under the fair value approach is recognized on a pro-rata basis over the vesting period of the stock options (usually five years). Most stock option grants are subject to graded vesting as services are rendered and have a contractual life of ten years.

The market-based condition vest only upon the achievement of a specified internal rate of return from a liquidity event. No compensation expense has been recorded as the options vest upon a liquidity event, which is not considered probable until the date it occurs. At that time, compensation expense equal to the grant date fair value will be recorded, regardless of whether the market condition is satisfied. These options have a contractual life of ten years.

Predecessor

On March 24, 2011, the Board of Directors authorized an additional one million shares of the Predecessor Company's common stock to be available for grant under the Predecessor Company's stock option and incentive award plan, bringing the total number of shares available to 4,960,310. The stock option compensation cost calculated under the fair value approach was recognized on a pro-rata basis over the vesting period of the stock options (usually four years). Most stock option grants are subject to graded vesting as services are rendered and have a contractual life of ten years.

Under the Predecessor Company's stock option and incentive award plan all options vested in full upon a change in control. As a result of the Merger, $8.6 million of stock-based compensation expense was recorded in the Predecessor period from January 1, 2013 to September 22, 2013 due to the accelerated vesting of unvested options.

As stated in Note 12, during February 2013, the Predecessor Company paid a $2.83 per share dividend to all shareholders and made a related payment to holders of vested service-based options. This transaction represented an equity restructuring under ASC 718. The decision to provide cash payments to option holders to prevent the shareholder dividend from being dilutive to such option holders represented a modification of the options. The compensation expense associated with the modification was determined by calculating the change in the stock options' value immediately before and after the modification, plus any other consideration received by the option holders. Such expense was $14.9 million during the Predecessor period from January 1, 2013 to September 22, 2013.

Options with performance and market conditions were modified by adjusting the exercise prices noted in the agreements downward to compensate for the dividend payment. This resulted in an additional $0.9 million of compensation expense being recorded for options with a market condition during the Predecessor period from January 1, 2013 to September 22, 2013.

As of December 31, 2013, there was $14.1 million of unrecognized compensation cost related to unvested stock options, which is to be expected to be recognized over a weighted average period of 5 years. There were no shares that vested during the Successor period September 23, 2013 to December 31, 2013. The total fair value of shares vested during the Predecessor period from January 1, 2013 to September 22, 2013 was $7.1 million and $0.9 million during the year ended December 31, 2012.

F-39

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(13) Stock-Based Compensation (Continued)

Aggregated information regarding the Company's option plans is summarized below:

			Wtd. Average Exercise Price			Intrinsic Value

						(millions)
Predecessor
Outstanding at December 31, 2011	6,519,686		$	9.44
Granted	793,000			13.74
Expired/forfeited	(491,774	)		9.39


Outstanding at December 31, 2012	6,820,912			9.61	5.6	$	11.8




Exercisable at December 31, 2012	4,654,162			9.06	4.6	$	8.5




Predecessor
Outstanding at December 31, 2012	6,820,912		$	9.61
Granted	115,000			10.34
Exercised	(10,500	)		10.00
Expired/forfeited	(112,000	)		11.46


Outstanding at September 22, 2013	6,813,412		$	9.34




Successor
Equivalent outstanding September 23, 2013	—		$	—
Rollover options	2,052,909			2.93
Granted	4,762,377			11.73


Outstanding at December 31, 2013	6,815,286			9.08	8.6	$	18.1




Exercisable at December 31, 2013	2,052,909		$	2.93	5.3	$	18.1

As a result of the Merger, 4,265,931 of the options outstanding at September 22, 2013 were settled.

The weighted-average fair value of options granted during the Successor period from September 23, 2013 to December 31, 2013, and the Predecessor periods January 1, 2013 to September 22, 2013 and during the year ended December 31, 2012 was $5.04, $4.55, and $4.56 per share, respectively.

Selected information regarding the Company's stock options as of December 31, 2013 is as follows:

Options Outstanding								Options Exercisable

Exercise Price		Number of Options		Weighted Average Remaining Life (in Years)		Weighted Average Exercise Price		Number of Options		Weighted Average Remaining Life (in Years)		Weighted Average Exercise Price
$	2.93		2,052,909		5.3	$	2.93		2,052,909		5.3	$	2.93
$	11.73		4,762,377		10.0	$	11.73		—		—	$	—

F-40

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(13) Stock-Based Compensation (Continued)

Stock-based compensation expense related to employee stock options is summarized below (in thousands):

	Successor		Predecessor

	September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013		December 31, 2012
Direct costs	$	—	$	1,034	$	943
Selling, general and administrative		132		23,575		10,667


Total stock compensation expense	$	132	$	24,609	$	11,610

(14) Income Taxes

The components of loss before income taxes and equity in losses of unconsolidated joint ventures are as follows (in thousands):

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Domestic	$	(71,354	)	$	(105,728	)	$	(22,633	)
Foreign		14,846			35,862			18,079


	$	(56,508	)	$	(69,866	)	$	(4,554	)

The components of the provision for (benefit from) income taxes were as follows (in thousands):

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Current:
Federal	$	(141	)	$	372		$	719
State		230			37			1,924
Foreign		4,498			6,526			2,888


Total current income tax expense		4,587			6,935			5,531


Deferred:
Federal		(19,788	)		(26,776	)		(5,338	)
State		(3,222	)		(2,368	)		(1,705	)
Foreign		1,237			130			(335	)


Total deferred income tax benefit		(21,773	)		(29,014	)		(7,378	)


Total income tax benefit	$	(17,186	)	$	(22,079	)	$	(1,847	)

F-41

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(14) Income Taxes (Continued)

Income taxes computed at the statutory U.S. federal income tax rate of 35.0% are reconciled to the provision for (benefit from) income taxes as follows:

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal benefit		3.6	%		2.0	%		3.9	%
Tax on foreign earnings:
Foreign rate differential		-0.5	%		6.6	%		90.8	%
Foreign earnings taxed in the U.S.		-2.5	%		-3.0	%		-60.0	%
UK research and development credit		-0.4	%		1.0	%		0.0	%
Stock-based compensation		0.0	%		-2.8	%		-1.0	%
Debt issuance costs and related matters		0.0	%		0.0	%		1.7	%
Transaction costs		-5.6	%		-7.1	%		0.0	%
Change in liability for uncertain tax positions		0.5	%		0.2	%		-27.8	%
Nondeductible expenses		-0.2	%		-0.2	%		-3.9	%
Other		0.4	%		-0.2	%		1.9	%


Effective income tax rate		30.3	%		31.5	%		40.6	%

Components of the deferred tax assets and liabilities were as follows (in thousands):

	Successor			Predecessor

	December 31, 2013			December 31, 2012
Net operating loss carryforwards	$	60,310		$	12,071
Accruals and reserves		6,529			4,688
Equity based compensation		6,398			7,270
Prepaid expenses and other		21,391			875
Deferred and unbilled revenue		19,110			5,985
Tax credits		2,171			2,122


		115,909			33,011
Valuation allowance		(6,120	)		(6,391	)


Deferred tax assets		109,789			26,620


Identified intangibles		(253,296	)		(37,206	)
Depreciable, amortizable and other property		(12,250	)		(7,028	)


Deferred tax liabilities		(265,546	)		(44,234	)


Total deferred tax liability	$	(155,757	)	$	(17,614	)




Current deferred tax asset	$	28,809		$	8,687
Long-term deferred tax liability	$	(184,565	)	$	(26,301	)

F-42

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(14) Income Taxes (Continued)

The Company's foreign subsidiaries are taxed separately in their respective jurisdictions. As of December 31, 2013, the Company has cumulative foreign net operating loss carryforwards of approximately $36.7 million, of which $1.3 million were generated during the Predecessor period from January 1, 2013 to September 22, 2013 and $1.1 million during the Successor period from September 23, 2013 to December 31, 2013. In addition, the Company has federal net operating losses of approximately $130.1 million, of which $117.1 million were generated during the Predecessor period from January 1, 2013 to September 22, 2013 and $3.9 million during the Successor period from September 23, 2013 to December 31, 2013. The Company also has cumulative state net operating loss carryforwards of approximately $112.5 million, of which $98.6 million were generated during the Predecessor period from January 1, 2013 to September 22, 2013 and $4.0 million during the Successor period from September 23, 2013 to December 31, 2013.

The carryforward periods for the Company's net operating losses vary from five years to an indefinite number of years depending on the jurisdiction. The Company's ability to offset future taxable income with net operating loss carryforwards may be limited in certain instances, including changes in ownership.

The Company also has state income tax credit carryforwards available to potentially offset future state income tax of $1.6 million which begin expiring in eight years. The Company has provided a partial valuation allowance against the benefits of these credits.

In determining the extent to which a valuation allowance for deferred tax assets is required, the Company evaluates all available evidence including projections of future taxable income, carry back opportunities, reversal of certain deferred tax liabilities, and other tax-planning strategies. The valuation allowance at December 31, 2013 relates to certain foreign net operating losses, and state tax credit carryforwards. Based on the available evidence, the Company has concluded that it is not more likely than not that certain portions of these deferred tax assets will be realized. If the Company determines at some point in the future that utilization of these deferred tax assets becomes more likely than not, the Company will reduce the valuation allowance accordingly at that time.

A reconciliation of the beginning and ending amount of gross unrecognized income tax benefits is presented below (in thousands):

	Successor		Predecessor

	September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013			December 31, 2012
Beginning balance	$	—	$	9,212		$	8,671
Positions acquired		10,800
Additions based on tax positions related to current year		462		620			104
Additions for income tax positions of prior years		0		—			915
Impact of changes in exchange rates		22		63			68
Settlements with tax authorities		—		(293	)		—
Reductions for income tax positions of prior years		—		(542	)		—
Reductions due to lapse of the applicable statute of limitations		—		(466	)		(546	)


Ending balance	$	11,284	$	8,594		$	9,212

F-43

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(14) Income Taxes (Continued)

As of December 31, 2013 and 2012, the total gross unrecognized tax benefits were $11.3 million and $9.2 million, respectively. As of December 31, 2013, the total amount of gross unrecognized tax benefits which, if recognized, would impact the Company's effective tax rate is $11.2 million. The Company anticipates changes in total unrecognized tax benefits due to the expiration of statute of limitations within the next 12 months. Specifically, adjustments related to transfer pricing and foreign tax exposures are expected to be resolved in various jurisdictions. A reasonable estimate of the change in the total gross unrecognized tax benefit expected to be recognized as a result is $1.5 million as of the balance sheet date.

The Company's policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of income tax expense. The Company recorded a decrease of $0.1 million during the Successor period from September 23, 2013 to December 31, 2013, $0.1 million during the Predecessor period from January 1, 2013 to September 22, 2013, and $0.3 million during the year ended December 31, 2012. As of December 31, 2013, the Company has a total of $2.3 million recognized on uncertain tax positions. To the extent interest and penalties are not incurred with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction in income tax expense.

The Company has analyzed filing positions in all of the significant federal, state and foreign jurisdictions where the Company is required to file income tax returns. The only periods subject to examination by the major tax jurisdictions where the Company does business are the 2006 through 2012 tax years.

The Company has concluded that a portion of the undistributed earnings of its foreign subsidiaries are not permanently reinvested and as a result recorded a tax liability of $0.4 million as of December 31, 2012 for the effect of repatriating those foreign earnings. As of December 31, 2013 there was no liability recorded. For the remaining undistributed earnings of $171.9 million and $129.5 million as of December 31, 2013 and 2012, respectively, the Company has concluded that these earnings would be permanently reinvested in the local jurisdictions and not repatriated to the United States. Accordingly, the Company has not provided for U.S. federal and foreign withholding taxes on those undistributed earnings of its foreign subsidiaries. It is not practicable to estimate the amount that might be payable if some or all of such earnings were to be remitted. The amount of the tax liability that would result from a repatriation is impracticable to calculate given the uncertainty as to which repatriation structure would be used should the Company change its assertion and repatriate foreign earnings. Furthermore, given the uncertainty as to the repatriation structure, the Company cannot analyze the availability and amount of foreign tax credits that might be available. These earnings will provide the Company with the opportunity to continue to expand the Company's global footprint and fund the working capital needs of the Company's foreign locations for future growth.

F-44

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(14) Income Taxes (Continued)

A rollforward of the deferred tax asset valuation allowance accounts is as follows (in thousands):

	Successor			Predecessor

	September 23, 2013- December 31, 2013			January 1, 2013- September 22, 2013			December 31, 2012
Beginning balance	$	—		$	6,391		$	7,211
Additions — purchase accounting		6,114			—			—
Additions — charged to expense		14			1,346			104
Deductions — charged to expense		(8	)		(531	)		(924	)


Ending balance	$	6,120		$	7,206		$	6,391

(15) Commitments and Contingencies

Operating Leases

The Company leases office space under operating lease agreements expiring in various years through 2026. The Company has sublease agreements for certain facilities to reduce rent expense and accommodate expansion needs. The subleases expire at various times through 2022. The Company also leases certain office equipment under the terms of operating leases expiring at various times through 2015.

Rent expense under operating leases, net of sublease rental income, for the Successor period from September 23, 2013 to December 31, 2013, Predecessor period from January 1, 2013 to September 22, 2013, and the year ended December 31, 2012 was approximately $7.4 million, $16.8 million, and $20.0 million, respectively.

Future minimum lease commitments on non-cancelable operating leases are as follows (in thousands):

Year Ending December 31,	Leases		Sublease Rental Income			Net Total

2014	$	37,942	$	(1,436	)	$	36,506
2015		28,407		(976	)		27,431
2016		22,481		(443	)		22,038
2017		17,857		(395	)		17,462
2018		14,760		(262	)		14,498
2019 and thereafter		35,696		(832	)		34,864


Total	$	157,143	$	(4,344	)	$	152,799

Employment Agreements

The Company has entered into employment and non-compete agreements with certain management employees. In the event of termination of employment for certain instances, employees will receive severance payments for base salary and benefits for a specified period (six months for vice presidents, nine months for senior vice presidents and twelve months for executive vice presidents, the president and chief

F-45

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(15) Commitments and Contingencies (Continued)

executive officer). Each employment agreement also contains provisions that restrict the employees' ability to compete directly with the Company for a comparable period after employment terminates. In addition, stock option grant agreements for these employees provide the Company with the right to repurchase from the employee, or the employee with the right to sell to the Company, stock owned by the employee in certain limited instances of termination.

Legal Proceedings

The Company is involved in legal proceedings from time to time in the ordinary course of its business, including employment claims and claims related to other business transactions. Although the outcome of such claims is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

The Company is currently a party to litigation with the City of Sao Paulo, Brazil. The dispute relates to whether the export of services provided by the Company is subject to a local tax on services. The Company has not recorded a liability associated with the claim, which totaled $5.6 million at December 31, 2013, given it is not deemed probable the Company will incur a loss related to this case. However, a deposit totaling $5.4 million has been made to the Brazilian court in order to annul the potential tax obligation and to avoid the accrual of additional interest and penalties. This balance is recorded in Other assets on the consolidated balance sheet. The Company expects to recover the full amount of the deposit when the case is settled.

Insurance

The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services, and ownership of property. These policies provide coverage for a variety of potential losses, including, without limitation, loss or damage to property, bodily injury, general commercial liability, professional errors and omissions, and medical malpractice.

The Company's retentions and deductibles associated with these insurance policies range up to a maximum of $250,000.

Employee Health Insurance

The Company is self-insured for health insurance for employees within the United States, excluding employees of companies acquired in 2013. The Company maintains stop-loss insurance on a "claims made" basis for expenses in excess of $0.2 million per member per year. As of December 31, 2013 and 2012, the Company maintained a reserve of approximately $1.4 million and $1.2 million, respectively, included in accrued expense and other current liabilities on the consolidated balance sheets, to cover open claims and estimated claims incurred but not reported.

The Company retains a portion of the risk of employee health insurance benefits for legacy RPS employees located in the United States by reimbursing the employees for their deductibles not covered by the employee health insurance plan. At December 31, 2013, the Company maintained a reserve of approximately $1.0 million included in accrued expense and other current liabilities on the consolidated balance sheets, to cover open claims and estimated claims incurred but not reported.

F-46

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(16) Restructuring

European Restructuring

During 2012, the Board of Directors of RPS approved a restructuring plan to reduce support costs in its European Operations ("European Restructuring"). RPS offered severance benefits to the terminated employees and eliminated approximately 75 positions. The Company has elected to continue the European Restructuring Plan after the Merger. The Company expects to complete the restructurings by December 31, 2014. The Company does not expect to incur any additional cost for this restructuring plan.

U.S. Restructuring

During 2013, the Board of Directors of RPS approved a restructuring plan to reduce support costs in its U.S. Operations ("U.S. Restructuring"). RPS offered severance benefits to the terminated employees and eliminated approximately 30 positions. The Company has elected to continue the U.S. Restructuring Plan after the Merger. The Company has incurred total cost of $0.3 million and does not expect to incur any additional cost. The Company expects to complete the restructurings by December 31, 2014.

Merger Synergies

As a result of the Merger, the Company offered severance benefits to terminated employees and eliminated approximately 33 positions for synergies gained as a result of the Merger ("Merger Synergies"). The Company expects the total cost of the Merger Synergies to be approximately $6.4 million and the Company expects to complete the restructurings by December 31, 2014. The total expected cost of $6.4 million is primarily comprised of severance and benefit costs. For the period from September 23, 2013 through December 31, 2013, the Company recorded $2.4 million of restructuring expense related to severance benefit cost.

The table below outlines the components of the restructuring charges (in thousands):

	Balance at September 23, 2013		Acquired liabilities		Additional provisions		Payments			Foreign exchange adjustment		Balance at December 31, 2013

European Restructuring	$	—	$	839	$	—	$	—		$	15	$	854
U.S. Restructuring		—		1,225		297		(490	)		—		1,032
Merger Synergies		—		—		2,386		(1,036	)		—		1,350


Total	$	—	$	2,064	$	2,683	$	(1,526	)	$	15	$	3,236

A total of approximately $3.2 million is included in accrued expenses at December 31, 2013 related to the restructuring plans. For the period from September 23, 2013 through December 31, 2013, the Company recorded an additional $2.7 million of restructuring expense which is included in selling, general and administrative expenses of the consolidated statement of operations.

(17) Employee Benefit Plan

The Company maintains a 401(k) Plan (the "Plan") in the United States, which covers substantially all employees of its U.S. subsidiary excluding employees of companies acquired during 2013. Eligible employees may contribute up to 20% of their pre-tax salary, and the Company will match a maximum of 50% of employee contributions up to 6% of base salary. The employer contributions to the Plan were

F-47

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(17) Employee Benefit Plan (Continued)

approximately $1.0 million for the Successor period from September 23, 2013 to December 31, 2013, $2.7 million for the Predecessor period from January 1, 2013 to September 22, 2013, and $3.1 million for the year ended December 31, 2012.

(18) Derivatives

The Company is exposed to certain risks relating to our ongoing business operations. The primary risk that the Company seeks to manage by using derivative instruments is interest rate risk. Accordingly, the Company has instituted interest rate hedging programs that are accounted for in accordance with ASC 815, "Derivatives and Hedging." Our interest rate hedging program is a cash flow hedge program designed to minimize interest rate volatility. The Company swaps the difference between fixed and variable interest amounts calculated by reference to an agreed-upon notional principal amount, at specified intervals. The Company also employs an interest rate cap that compensates us if variable interest rates rise above a pre-determined rate. The Company's interest rate contracts are designated as hedging instruments.

On October 2, 2013, the Company entered into interest rate swap agreements with an aggregate notional principal amount of $620.0 million. The interest rate swaps will begin on September 23, 2015. The interest rate swaps will be used to hedge the variable rate of the Company's Senior Secured Credit Facility. The interest rate swaps have maturity dates ranging from one to five years.

In addition, on October 2, 2013 the Company also entered into an interest rate cap with an aggregate notional principal amount of $800.0 million. The interest rate cap will begin on September 23, 2014. The interest rate cap will be used to hedge the variable rate of the Company's Senior Secured Credit Facility to the extent that the LIBOR rises above 4.00%.

The following table presents the notional amounts and fair values (determined using level 2 inputs) of our derivatives as of December 31, 2013. All asset and liability amounts are reported in other assets and other long-term liabilities (in thousands):

		Successor

		December 31, 2013
	Balance Sheet Classification	Notional amount		Asset/ (Liability)
Derivatives in an asset position:
Interest rate contracts	Other assets	$	1,360,000	$	3,303
Derivatives in a liability position:
Interest rate contracts	Other long-term liabilities		60,000		(42	)


Total designated derivatives		$	1,420,000	$	3,261

The Company records the effective portion of any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated comprehensive income (loss) in our consolidated balance sheet, net of deferred taxes, and any ineffective portion to other income (expense), net in our consolidated statements of operations. The Company did not recognize any ineffectiveness and recognized unrealized gains of $3.1 million in other comprehensive income during the Successor period from September 23, 2013 to December 31, 2013. The Company will reclassify the unrealized holding gains on the interest rate contracts included in accumulated other comprehensive income when the hedged item

F-48

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(18) Derivatives (Continued)

affects earnings or is no longer expected to occur. The interest rate contracts had no impact on the Company's cash flows during the Successor period.

(19) Related Party Transactions

KKR, the majority shareholder of the Company, is a participant in the syndicate of lenders that provided financing under the 2013 Credit Agreement. For further discussion of the Credit Agreement transaction, see Note 10. KKR contributed $28.0 million of the $887.8 million of first lien term debt issued under the Credit Agreement, which makes up approximately 3% of the Credit Agreement. Based on the limited contribution of KKR in the Credit Agreement, the Company represents that the Credit Agreement was arranged at an arm's length basis. KKR and UBS were the underwriters of the December Amendment for $32.5 million each. The Company paid KKR underwriter fees and transaction fees of $0.7 million and $0.9 million, respectively, during the Successor period from September 23, 2013 to December 31, 2013. At December 31, 2013, KKR held $28.0 million in first lien term debt.

The Company incurred $21.9 million in merger and debt issuance-related expenses from KKR for the Successor period from September 23, 2013 to December 31, 2013 and $26.0 million in transaction and advisory fees from Genstar for the Predecessor period from January 1, 2013 to September 22, 2013. Approximately $7.0 million of the fees paid to KKR have been capitalized as debt issuance costs and will be amortized to interest expense using the effective interest method over the lives of the related loans.

The Company paid management fees of $0.6 million to KKR during the Successor period of September 23, 2013 to December 31, 2013. The Company also paid management fees of $1.5 million to Genstar during the Predecessor period of January 1, 2013 to September 22, 2013. During the year ended December 31, 2012, the Predecessor Company paid Genstar $2.0 million in management fees.

(20) Operations by Geographic Area

The table below presents certain enterprise-wide information about the Company's operations by geographic area for the periods from September 23, 2013 to December 31, 2013, January 1, 2013 to September 22, 2013, and the year ended December 31, 2012. The Company attributes revenues to geographical locations based upon where the services are performed.

F-49

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(20) Operations by Geographic Area (Continued)

The Company's operations within each geographical region are further broken down to show each country which accounts for 10% or more of the totals (in thousands):

	Successor		Predecessor

	September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013		December 31, 2012
Service revenues:
Americas:
United States	$	190,698	$	270,860	$	328,379
Other		14,295		—		—


Americas		204,993		270,860		328,379
Europe, Africa and Asia-Pacific:
United Kingdom		80,963		185,033		217,904
Netherlands		20,386		46,591		50,789
Other		18,020		6,055		—


Europe, Africa and Asia-Pacific		119,369		237,679		268,693
Total service revenues		324,362		508,539		597,072
Reimbursement revenues		54,854		103,531		102,664


Total revenues	$	379,216	$	612,070	$	699,736

	Successor		Predecessor

	December 31, 2013		December 31, 2012
Long-lived assets:
Americas:
United States	$	49,048	$	35,751
Other		1,877		1,363


Americas		50,925		37,114
Europe, Africa and Asia-Pacific:
United Kingdom		6,741		5,315
Netherlands		7,878		4,339
Other		10,283		6,506


Europe, Africa and Asia-Pacific		24,902		16,160


Total long-lived assets	$	75,827	$	53,274

(21) Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the applicable period. Diluted net income (loss) per share is calculated after adjusting the denominator of the basic net income (loss) per share calculation for the effect of all potentially dilutive common shares, which in the Company's case, includes shares issuable under the stock option and incentive award plan.

F-50

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2013

(21) Net Income (Loss) Per Share (Continued)

The following table reconciles the basic to diluted weighted average shares outstanding (in thousands):

	Successor		Predecessor

	September 23, 2013- December 31, 2013		January 1, 2013- September 22, 2013		December 31, 2012
Basic weighted average common shares outstanding		39,337		39,643		39,641
Effect of dilutive stock options		—		—		—


Diluted weighted average common shares outstanding		39,337		39,643		39,641




Anti-dilutive shares		1,393		1,904		1,310

The anti-dilutive shares disclosed above were calculated using the treasury stock method. As the Company was in a net loss position during all periods presented, all options outstanding (as disclosed in Note 13) would be anti-dilutive.

(22) Subsequent Events

The Company evaluated subsequent events through July 16, 2014, the date on which the December 31, 2013 consolidated financial statements were originally issued, and October 8, 2014, the date on which the retrospectively revised December 31, 2013 consolidated financial statements were issued (as to the reverse stock split described in Note 1), and determined that the following events required recognition or disclosure in the financial statements:

On March 24, 2014, the Company completed a repricing transaction associated with the first lien term loan that reduced the applicable margin from 4.0% to 3.5%. The Company incurred $0.1 million in expenses for the repricing transaction.

As disclosed in Note 1, the Board of Directors of the Company approved, and made legally effective, a 2.34539 to 1 reverse stock split of the Company's common stock on September 29, 2014.

F-51

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)

	June 30,			December 31,

	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	57,646		$	72,155
Restricted cash		8,199			8,760
Accounts receivable and unbilled services, net		339,956			294,984
Other current assets		78,311			82,095


Total current assets		484,112			457,994
Fixed assets, net		73,389			75,827
Goodwill		1,079,197			1,099,081
Intangible assets, net		666,046			699,791
Investment in unconsolidated joint ventures		2,792			3,246
Other assets		57,926			58,795


Total assets	$	2,363,462		$	2,394,734


LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of borrowings under credit facilities	$	—		$	10,000
Current portion of long-term debt		8,900			8,900
Accounts payable		45,108			27,686
Accrued expenses and other current liabilities		140,191			126,789
Advance billings		293,613			295,889


Total current liabilities		487,812			469,264
Long-term debt, net		1,242,276			1,245,812
Other long-term liabilities		171,313			212,323


Total liabilities		1,901,401			1,927,399


Commitments and contingencies (Note 11)
Stockholders' equity:
Common stock, $0.01 par value, 1,000,000,000 authorized shares; 40,279,390 and 40,268,020 issued and outstanding at June 30, 2014 and December 31, 2013		403			403
Additional paid-in-capital		491,799			490,006
Accumulated other comprehensive income		23,899			16,869
Accumulated deficit		(54,040	)		(39,943	)


Total stockholders' equity		462,061			467,335


Total liabilities and stockholders' equity	$	2,363,462		$	2,394,734

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

F-52

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Three Months Ended						Six Months Ended

	Successor			Predecessor			Successor			Predecessor
	June 30, 2014			June 30, 2013			June 30, 2014			June 30, 2013
Revenue:
Service revenue	$	311,422		$	179,463		$	622,774		$	345,971
Reimbursement revenue		46,123			40,166			89,511			67,881


Total revenue		357,545			219,629			712,285			413,852
Operating expenses:
Direct costs		213,378			106,072			428,529			206,253
Reimbursable out-of-pocket costs		46,123			40,166			89,511			67,881
Selling, general and administrative		56,010			44,798			116,849			97,504
Depreciation and amortization		24,598			9,368			49,236			16,910
Loss on disposal of fixed assets		—			—			—			225


Income from operations		17,436			19,225			28,160			25,079
Interest expense, net		(20,818	)		(11,679	)		(42,584	)		(22,069	)
Loss on modification or extinguishment of debt		—			—			(1,384	)		(1,641	)
Foreign currency transaction (losses) gains, net		(5,387	)		(1,819	)		(9,099	)		4,259
Other expense, net		(116	)		(296	)		(175	)		(295	)


(Loss) income before income taxes and equity in losses of unconsolidated joint ventures		(8,885	)		5,431			(25,082	)		5,333
(Benefit from) provision for income taxes		(5,186	)		416			(11,519	)		654


(Loss) income before equity in losses of unconsolidated joint ventures		(3,699	)		5,015			(13,563	)		4,679
Equity in losses of unconsolidated joint ventures, net of tax		(357	)		(208	)		(534	)		(208	)


Net (loss) income	$	(4,056	)	$	4,807		$	(14,097	)	$	4,471




Net (loss) income per share attributable to common shareholders:
Basic	$	(0.10	)	$	0.12		$	(0.35	)	$	0.11
Diluted		(0.10	)		0.12			(0.35	)		0.11
Cash dividends declared per common shareholders:		—			2.83			—			2.83
Weighted average common shares outstanding:
Basic		40,268			39,641			40,268			39,641
Diluted		40,268			40,251			40,268			40,597

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

F-53

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(IN THOUSANDS)

	Successor			Predecessor		Successor			Predecessor

	Three Months Ended June 30, 2014			Three Months Ended June 30, 2013		Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Net (loss) income	$	(4,056	)	$	4,807	$	(14,097	)	$	4,471
Other comprehensive income (loss):
Foreign currency translation adjustments		14,386			1,187		16,280			(9,418	)
Unrealized losses on derivative instruments, net of taxes of $3,204 and $5,924		(5,003	)		—		(9,250	)		—


Comprehensive income (loss)	$	5,327		$	5,994		(7,067	)	$	(4,947	)

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

F-54

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(IN THOUSANDS)

	Successor			Predecessor

	Six Months Ended June 30, 2014			Six Months Ended June 30, 2013
Cash flows from operating activities:
Net (loss) income	$	(14,097	)	$	4,471
Adjustment to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization		49,236			16,910
Amortization of debt issuance costs		2,893			1,294
Stock-based compensation		1,760			15,682
Unrealized foreign currency transaction loss (gain)		5,808			(5,484	)
Loss on modification or extinguishment of debt		1,384			1,641
Equity in losses of unconsolidated joint ventures		534			278
Other reconciling items		292			472
Deferred income taxes		(20,897	)		—
Changes in operating assets and liabilities:
Change in accounts receivables, unbilled services, and advance billings		(50,547	)		(8,322	)
Change in other operating assets and liabilities		20,374			6,423


Net cash (used in) provided by operating activities		(3,260	)		33,365


Cash flows from investing activities:
Purchase of fixed assets		(11,876	)		(10,896	)
Proceeds from RPS working capital settlement		15,000			—
Proceeds from CRI working capital settlement		851			—
Payment of amounts held in escrow		(787	)		—
Acquisition of ClinStar LLC, net of cash acquired		—			(40,774	)
Investment in unconsolidated joint ventures		—			(4,609	)
Proceeds from the sale of fixed assets		—			10


Net cash provided by (used in) investing activities		3,188			(56,269	)


Cash flows from financing activities:
Proceeds from issuance of long-term debt, net of debt issuance costs withheld		—			93,246
Proceeds from stock option exercises		33			—
Payments for debt issuance costs		—			(1,030	)
Repayment of long-term debt		(4,450	)		(1,912	)
Borrowings on line of credit		45,000			10,000
Repayments of line of credit		(55,000	)		(10,000	)
Dividends paid		—			(127,188	)
Principal repayments of fixed assets purchased under a financing agreement		—			(396	)


Net cash used in financing activities		(14,417	)		(37,280	)


Effects of foreign exchange changes on cash and cash equivalents		(20	)		(1,144	)


Change in cash and cash equivalents		(14,509	)		(61,328	)
Cash and cash equivalents, beginning of period		72,155			109,211


Cash and cash equivalents, end of period	$	57,646		$	47,883




Cash paid during the period for:
Income taxes, net of refunds	$	5,775		$	4,404
Interest	$	40,746		$	20,646
Non-cash investing and financing activities:
Dividends declared but not paid	$	—		$	2,566

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

F-55

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
June 30, 2014

(1) Basis of Presentation

The Company

Effective September 23, 2013, all of the outstanding stock of PRA Holdings, Inc. ("PRA Holdings" or the "Predecessor Company") was acquired by affiliates of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), a private equity firm, for a gross purchase price of approximately $1.4 billion pursuant to a plan of merger by and among Pinnacle Holdco Parent, Inc. ("Parent"), Pinnacle Merger Sub, Inc. ("Merger Sub") and Genstar Capital Partners V, L.P. ("Genstar"). Upon completion of the merger (the "Merger"), the Merger Sub was folded into the Predecessor Company, which became a subsidiary of the Parent. On December 19, 2013, Pinnacle Holdco Parent, Inc. changed its name to PRA Global Holdings, Inc. and on July 10, 2014, PRA Global Holdings, Inc. changed its name to PRA Health Sciences, Inc. See Note 2 — Business Combinations for further information on the Merger.

Basis of Presentation

The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification 805, "Business Combinations." KKR's costs of acquiring the Predecessor Company have been pushed-down to establish a new accounting basis for the Company. Accordingly, the consolidated condensed financial statements are presented for two periods, Predecessor and Successor, which relate to the accounting periods preceding and succeeding the completion of the Merger. A vertical line separates the Predecessor and Successor periods on the face of the consolidated condensed financial statements to highlight the fact that the financial information for such periods has been prepared under two different historical-cost bases of accounting.

Successor — The consolidated condensed financial statements as of and for the three and six months ended June 30, 2014 and as of December 31, 2013.

Predecessor — The consolidated condensed financial statements of the Predecessor Company through the closing of the Merger on September 22, 2013, including the three and six months ended June 30, 2013.

The accompanying unaudited consolidated condensed financial statements reflect the consolidated operations of the Company and have been prepared pursuant to accounting principles generally accepted in the United States of America (U.S. GAAP). In the opinion of management, all normal and recurring adjustments necessary to present fairly the consolidated financial position, results of operations and cash flows at June 30, 2014, and for all periods presented, have been made. The consolidated condensed balance sheet at December 31, 2013 has been derived from the audited financial statements as of that date.

Certain information and footnote disclosures normally included in financial statements presented in accordance with U.S. GAAP have been condensed or omitted. Although management believes that the disclosures made are adequate for a fair statement of the results of operations, financial condition and cash flows of the Company, it is suggested that these financial statements be read in conjunction with the

F-56

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(1) Basis of Presentation (Continued)

consolidated financial statements and notes thereto included in the Predecessor Company's annual audited financial statements for the year ended December 31, 2013. The results of operations for the three and six months ended June 30, 2013 and the three and six months ended June 30, 2014 are not necessarily indicative of the operating results that may be attained for the entire fiscal year.

Reverse Stock Split

On September 29, 2014, the Board of Directors of the Company approved, and made legally effective, a 2.34539 to 1 reverse stock split of the Company's common stock. All shares, stock options and per share information presented in the consolidated condensed financial statements have been adjusted to reflect the reverse stock split on a retroactive basis for all Successor periods presented. The Company will make a cash payment to shareholders for all fractional shares which would otherwise be required to be issued as a result of the stock split. There was no change in number of authorized shares or the par value of the Company's common stock.

(2) Business Combinations

Acquisition by KKR

The allocation of the purchase price is preliminary and subject to change. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the Merger date. Measurement period adjustments that the Company determines to be material will be applied retrospectively to the Merger date.

Upon consummation of the Merger, the Predecessor Company's stockholders received $17.37 in cash for each share of the Predecessor Company's stock owned. The transaction was accounted for as a business combination using the purchase method of accounting. As discussed above the purchase price allocation has not been finalized due to the jurisdictional allocation of intangibles and goodwill; however, the final valuation is expected to be completed by the end of August 2014, and in any case, no later than one year from the acquisition date in accordance with generally accepted accounting principles. In connection with the acquisition, the Company recorded $852.8 million of goodwill, which is not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected growth rates and profitability of the Predecessor Company. The increase in expected growth rates is primarily related to growth in our revenue due to an increase in our global footprint and expansion of service offerings. The increase in expected profitability is primarily related to corporate wide initiatives to streamline and improve the efficiency in which the Company conducts clinical trials as well as continued leveraging of

F-57

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(2) Business Combinations (Continued)

selling, general, and administrative costs. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the Merger date (in thousands):

	Purchase Price Allocation			Weighted Amortization Period

Cash and cash equivalents	$	60,511
Restricted cash		5,464
Accounts receivable and unbilled services, net		192,847
Other current assets		44,291
Property, plant and equipment		62,960
Customer relationships		379,200		23 years
Customer backlog and other intangibles		133,290		5 years
Trade names (definitive-lived)		1,410		10 years
Trade name (indefinitive-lived)		118,010
Other assets		44,839
Accounts payable and accrued expenses		(101,759	)
Advanced billings		(222,160	)
Other long-term liabilities		(204,067	)


Estimated fair value of net assets acquired		514,836
Purchase price, net of working capital settlement		1,367,660


Total goodwill	$	852,824

Since December 31, 2013, goodwill decreased by $30.3 million as a result of the jurisdictional allocation of acquisition related intangibles, which also required an adjustment to the acquired income tax balances.

Acquisition of RPS

On September 23, 2013, immediately following the Merger, and using proceeds from the borrowings issued on the same day, the Company acquired all of the outstanding shares of RPS Parent Holding Corp ("RPS"), a global contract research organization based in the United States, for $289.3 million, subject to a working capital adjustment of up to $15.0 million. The acquisition of RPS provides the Company with a more diverse client mix, including 16 of the 20 largest pharmaceutical companies in the world.

The acquisition of RPS was accounted for as a business combination and, accordingly, the assets acquired and the liabilities assumed have been recorded at their respective fair values as of the acquisition date. In connection with the acquisition, the Company recorded approximately $158.7 million of goodwill, which is not deductible for income tax purposes. Factors that contributed to the recognition of goodwill for the acquisition included expected growth in our revenue due to an increase in our global footprint and increased profitability of RPS due to expected synergies with the Company's existing operations. Anticipated synergies include procurement leverage and lower selling, general and administrative expenses, including reduced labor and facilities costs. Longer term, the Company expects to benefit from synergies related to service

F-58

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(2) Business Combinations (Continued)

revenue expansion, as the acquisition serves to significantly increase the depth of relationships with large pharmaceutical companies.

The allocation of the purchase price is preliminary due to timing for obtaining fixed asset valuations and our ongoing assessment of fair values of certain contracts and of certain foreign net loss carryforwards, and is therefore subject to change. Accordingly, adjustments may be made to the values of the assets acquired and liabilities assumed as additional information is obtained about the facts and circumstances that existed at the merger date; however, the final valuation is expected to be completed by the end of August 2014, and in any case, no later than one year from the acquisition date in accordance with generally accepted accounting principles. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (in thousands):

	Purchase Price Allocation			Weighted Amortization Period

Cash and cash equivalents	$	18,370
Restricted cash		5,076
Accounts receivable and unbilled services, net		110,928
Other current assets		13,383
Property, plant and equipment		9,699
Customer relationships		19,900		13 years
Other intangibles		11,100		3 years
Trade names		22,000		10 years
Other assets		3,974
Accounts payable and accrued expenses		(49,615	)
Advanced billings		(38,749	)
Other long-term liabilities		(10,494	)


Estimated fair value of net assets acquired		115,572
Purchase price, net of working capital settlement		274,250


Total goodwill	$	158,678

Since December 31, 2013, goodwill increased by $1.0 million, primarily as a result of adjustments to the acquired income tax balances and adjustments to the fair value on certain contracts.

The results of operations for RPS are included in the consolidated condensed financial statements of the Company from the date of acquisition.

Acquisition of CRI Lifetree

F-59

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(2) Business Combinations (Continued)

abuse liability, addiction, pain, psychiatry, neurology, pediatric and infectious disease services. CRI Lifetree has approximately 250 full-time employees and has three clinic locations: Marlton, NJ, Philadelphia, PA, and Salt Lake City, UT. In addition to inpatient and outpatient studies, the company provides highly-specialized early phase research support services such as data management, biostatistics, and study report writing.

In order to fund the acquisition of CRI Lifetree, KKR made an equity contribution of $13.5 million in cash and the Company increased its first lien term loan borrowings by $65.0 million.

Due to the timing of the acquisition, the valuation of net assets acquired has not been finalized and is expected to be completed by the end of August 2014, and in any case, no later than one year from the acquisition date in accordance with generally accepted accounting principles. The Company's preliminary estimate of the purchase price allocation is as follows (in thousands):

	Purchase Price Allocation

Cash and cash equivalents	$	94
Accounts receivable and unbilled services, net		8,234
Other current assets		970
Property, plant and equipment		2,554
Customer relationships		15,915		12 years
Patient relationships		7,128		5 years
Trade name		4,752		10 years
Customer backlog		691		5 years
Other assets		67
Accounts payable and accrued expenses		(2,330	)
Advanced billings		(2,619	)
Other long-term liabilities		(8,112	)


Estimated fair value of net assets acquired		27,344
Purchase price, net of working capital settlement		77,112


Total goodwill	$	49,768

The results of operations for CRI Lifetree are included in the consolidated condensed financial statements of the Company from the date of acquisition.

F-60

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(3) Joint Ventures

The Predecessor Company contributed $4.6 million to the joint venture during March 2013. The investment will be adjusted for the Company's equity in the venture's net income (loss), cash contributions, distributions, and other adjustments required by the equity method of accounting. The investment in WuXi totaled $2.8 million and $3.0 million at June 30, 2014 and December 31, 2013, respectively.

In March 2013, RPS entered into a joint venture agreement with A2 Healthcare Corporation (formerly part of Asklep, Inc.). The joint venture ("RPS-Asklep") provides research and development outsourcing solutions in Japan to the biopharmaceutical and medical device industries. This joint venture is based in Tokyo, Japan and is owned by RPS (49%) and Asklep (51%).

The investment in RPS-Asklep totaled $0.3 million at June 30, 2014 and December 31, 2013, respectively. The investment will be adjusted for RPS's equity in the venture's net income (loss), cash contributions, distributions, and other adjustments required by the equity method of accounting.

(4) Significant Accounting Policies

Principles of Consolidation

The consolidated condensed financial statements include the accounts and results of operations of the Company. All intercompany balances and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In particular, the Company's primary method of revenue recognition requires estimates of costs to be incurred to fulfill existing long-term contract obligations. Actual results could differ from those estimates. Estimates are also used when accounting for certain items such as allowance for doubtful accounts, depreciation and amortization, asset impairment, certain acquisition- related assets and liabilities, income taxes, fair market value determinations, and contingencies.

Reportable Segments

The Company's operations consist of one reportable segment, which represents management's view of the Company's operations based on its management and internal reporting structure.

Business Combinations

F-61

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(4) Significant Accounting Policies (Continued)

their estimated fair values on the date of the acquisition. Goodwill represents the excess of the purchase price over the estimated fair value of the net assets acquired, including the amount assigned to identifiable intangible assets.

Contingent Liabilities

The Company provides for contingent liabilities when (1) it is probable that an asset has been impaired or a liability has been incurred at the date of the consolidated condensed financial statements and (2) the amount of the loss can be reasonably estimated. Disclosure in the notes to the consolidated condensed financial statements is required for loss contingencies that do not meet both these conditions if there is a reasonable possibility that a loss may have been incurred. The Company expenses as incurred the costs of defending legal claims against the Company.

Cash Equivalents

The Company considers all highly-liquid investments purchased with an original maturity of three months or less to be cash equivalents. As of June 30, 2014 and December 31, 2013, substantially all of the Company's cash and cash equivalents were held in or invested with large financial institutions. Certain bank deposits may at times be in excess of the FDIC insurance limits.

Restricted cash

Additionally, as part of the ClinStar acquisition, the Company was required to transfer $1.0 million to an escrow account held by a subsidiary. The funds were used to pay deferred compensation to certain former ClinStar employees. During the six months ended June 30, 2014, the Company distributed all of the remaining funds held in the escrow account.

Accounts Receivable and Unbilled Services

Advance Billings

Advance billings represent amounts associated with services, reimbursement revenue and investigator fees that have been received but have not yet been earned or paid.

F-62

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(4) Significant Accounting Policies (Continued)

Derivative Financial Instruments

All derivatives are measured at fair value and recognized as either assets or liabilities on the consolidated condensed balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of other comprehensive income and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur. The Company utilizes interest rate swap and cap agreements ("interest rate contracts") to manage changes in market conditions related to debt obligations.

Fair Value Measurements

•: Level 1 — Quoted prices in active markets for identical assets or liabilities.
•: Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•: Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The carrying amount of financial instruments, including cash and cash equivalents, accounts receivable, unbilled services, accounts payable and advanced billings, approximate fair value due to the short maturities of these instruments.

Recurring Fair Value Measurements

The following table summarizes the fair value of the Company's financial assets and liabilities that are measured on a recurring basis as of June 30, 2014 (in thousands):

	Level 1		Level 2		Level 3		Total

Assets:
Interest rate contracts	$	—	$	17	$	—	$	17


Total	$	—	$	17	$	—	$	17




Liabilities:
Interest rate contracts	$	—	$	11,930	$		$	11,930
Contingent consideration		—		—		3,280		3,280


Total	$	—	$	11,930	$	3,280	$	15,210

F-63

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(4) Significant Accounting Policies (Continued)

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the six months ended June 30, 2014 (in thousands):

	Contingent Considerations — Accrued expenses and Other long-term liabilities

Balance at December 31, 2013	$	2,996
Revaluations included in earnings		284


Balance at June 30, 2014	$	3,280

Non-recurring Fair Value Measurements

Certain assets and liabilities are carried on the accompanying consolidated condensed balance sheets at cost and are not remeasured to fair value on a recurring basis. These assets include definite-lived intangible assets which are tested when a triggering event occurs and goodwill and identifiable indefinite-lived intangible assets which are tested for impairment annually on October 1 and when a triggering event occurs.

As of June 30, 2014, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaling approximately $1,745.2 million were identified as Level 3. These assets are comprised of goodwill of $1,079.2 million and identifiable intangible assets of $666.0 million.

Revenue Recognition

F-64

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(4) Significant Accounting Policies (Continued)

pricing guidelines, discount agreements, if any, and negotiations with the client. The estimated total contract costs are reviewed and revised periodically throughout the lives of the contracts, with adjustments to revenue resulting from such revisions being recorded on a cumulative basis in the period in which the revisions are first identified. Contract costs consist primarily of direct labor and other project-related costs.

Revenue from time and materials contracts is recognized as hours are incurred. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed.

Reimbursement Revenue and Reimbursable Out-of-Pocket Costs

As is customary in the industry, the Company routinely enters into separate agreements on behalf of its clients with independent physician investigators in connection with clinical trials. The funds received for investigator fees are netted against the related cost because such fees are the obligation of the Company's clients, without risk or reward to the Company. The Company is not obligated either to perform the service or to pay the investigator in the event of default by the client. In addition, the Company does not pay the independent physician investigator until funds are received from the client. Total payments to investigators were $48.0 million and $99.3 million for the three and six months ending June 30, 2014, respectively, and $51.1 million and $96.4 million for the three and six months ended June 30, 2013, respectively.

Net Income (Loss) Per Share

F-65

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(4) Significant Accounting Policies (Continued)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, accounts receivable, and unbilled services. As of June 30, 2014, substantially all of the Company's cash and cash equivalents were held in or invested with large financial institutions. Accounts receivable include amounts due from pharmaceutical and biotechnology companies. The Company establishes an allowance for potentially uncollectible receivables. In management's opinion, there is no additional material credit risk beyond amounts provided for such losses.

For the three and six months ended June 30, 2014 and June 30, 2013, respectively, there were no individual customers that were greater than or equal to 10% of service revenue.

As of June 30, 2014 and December 31, 2013, there were no individual customers that were greater than or equal to 10% of consolidated accounts receivable and unbilled receivables.

Recent Accounting Pronouncements

In May 2014, the FASB issued an Accounting Standards Update ("ASU") No. 2014-09, "Revenue from Contracts with Customers," to clarify the principles of recognizing revenue and create common revenue recognition guidance between U.S. GAAP and International Financial Reporting Standards. This ASU is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early adoption is not permitted. The Company is currently assessing the potential impact of this ASU on its consolidated condensed financial statements.

(5) Accounts Receivable and Unbilled Services

	June 30, 2014			December 31, 2013

Accounts receivable	$	243,649		$	232,768
Unbilled services		98,023			62,345


		341,672			295,113
Less allowance for doubtful accounts		(1,716	)		(129	)


Total accounts receivable and unbilled services, net	$	339,956		$	294,984

F-66

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(6) Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill are as follows (in thousands):


Balance at December 31, 2013	$	1,099,081
Adjustments to PRA/KKR Purchase Price Allocation		(30,031	)
Adjustments to RPS Purchase Price Allocation		1,029
Currency translation		9,118


Balance at June 30, 2014.	$	1,079,197

Intangible Assets

Intangible assets consist of the following (in thousands):

	June 30, 2014			December 31, 2013

Customer relationships	$	422,238		$	419,519
Customer backlog		135,177			133,017
Trade names (definite-lived)		27,890			28,143
Patient list and other intangibles		17,128			17,128
Non-competition agreements		3,133			3,158


Total finite-lived intangible assets, gross		605,566			600,965
Accumulated amortization		(57,530	)		(19,184	)


Total finite-lived intangible assets, net		548,036			581,781
Trade names (indefinite-lived)		118,010			118,010


Total intangible assets, net	$	666,046		$	699,791

Amortization expense was $19.7 million and $38.4 million for the three and six months ended June 30, 2014, respectively, and was $5.4 million and $8.8 million for the three and six months ended June 30, 2013, respectively. Estimated amortization expense related to finite-lived intangible assets for the next five years and thereafter is as follows (in thousands):


2014 (remaining)	$	37,662
2015		61,650
2016		50,468
2017		37,951
2018		33,030
2019 and thereafter		327,275


Total	$	548,036

F-67

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(7) Current borrowings and long-term debt

Long-term debt consisted of the following (in thousands):

	June 30, 2014			December 31, 2013

Term loans, first lien	$	883,325		$	887,775
Subordinated notes		375,000			375,000


		1,258,325			1,262,775
Less debt discount		(7,149	)		(8,063	)


		1,251,176			1,254,712
Less current portion		(8,900	)		(8,900	)


Total long-term debt, net	$	1,242,276		$	1,245,812

Principal payments on long-term debt are due as follows (in thousands):


2014 (remaining)	$	4,450
2015		8,900
2016		8,900
2017		8,900
2018 and thereafter		1,227,175


Total	$	1,258,325

The estimated fair value of borrowings under credit facilities and long-term debt was $1,298.0 million and $1,301.2 million at June 30, 2014 and December 31, 2013, respectively. The fair value of the subordinated notes were determined based on Level 2 inputs using the market approach, which is primarily based on rates at which the debt is traded among financial institutions. The fair value of the term loans and borrowings under credit facilities were determined based on Level 3 inputs, which is primarily based on rates at which the debt is traded among financial institutions adjusted for the Company's credit standing.

In September 2013, the Company entered into a new credit agreement (the "2013 Credit Agreement") with a syndicate of banks led by UBS for an aggregate principal amount of $825.0 million of first lien term loan and a $125.0 million revolving line of credit (the "New Credit Facility" or "Senior Secured Credit Facility"). Due to the Merger, on September 23, 2013, the Predecessor Company terminated its old credit facility dated December 10, 2012. In September 2013, the Company also issued $375.0 million in subordinated notes (the "Subordinated notes"). The proceeds from the 2013 Credit Agreement and the Subordinated notes issuances were used in conjunction with the acquisition by KKR, to fund the acquisition of RPS, repay existing debt, and pay for fees and expenses related to the aforementioned events. The Company paid an $8.3 million debt discount in connection with the first lien term loans.

On December 2, 2013, the Company borrowed $65.0 million under the first lien term loan facility of the 2013 Credit Agreement (the "Incremental Term Loan Borrowing"). The proceeds were used to fund the acquisition of CRI Lifetree. In accordance with the guidance in ASC 470-50, "Debt-Modifications and Extinguishments," the Incremental Term Loan Borrowing was accounted for as a debt modification.

F-68

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(7) Current borrowings and long-term debt (Continued)

On March 24, 2014, the Company completed a repricing transaction ("the Repricing") associated with the first lien term loan that reduced the applicable margin from 4.0% to 3.5%. As part of the repricing, eight previous lenders did not consent to the repricing terms; therefore the non-consenting lenders were replaced by new lenders. In accordance with the guidance in ASC 470-50, "Debt-Modifications and Extinguishments," the Repricing was accounted for as a partial debt extinguishment based on non-consenting lenders no longer having a holding interest. As a result of the partial debt extinguishment, the Company recognized a loss of extinguishment of debt totaling $1.4 million, which was recorded during the six months ended June 30, 2014. The Company incurred $0.1 million in expenses for the repricing transaction, which were expensed during the six months ended June 30, 2014.

Beginning on December 31, 2014, the Company is required to make mandatory prepayments on borrowings under the 2013 Credit Agreement if its financial performance exceeds specified amounts.

Term Loans

The first lien term loan is a floating rate term loan with scheduled, fixed quarterly principal payments of 0.25% of the original principal balance through September 2020. The variable interest rate is based on the LIBOR, with a 1.0% LIBOR floor, plus an applicable margin of 3.5%. The applicable margin is dependent upon the Company's debt to consolidated EBITDA ratio as defined in the 2013 Credit Agreement.

The Company has the option of 1, 2, 3 or 6 month base interest rate. As of June 30, 2014 and December 31, 2013, the weighted average interest rate on the first lien term loan was 4.5% and 5.0%, respectively. There are no prepayment penalties.

Revolving Credit Facilities

The Company's new credit facility provides for $125.0 million of potential borrowings and expires on September 23, 2018. The interest rate on the credit facility is based on the LIBOR plus an applicable rate, based on the leverage ratio of the Company. The Company, at its discretion, may choose interest periods of 1, 2, 3 or 6 months. In addition, the Company is required to pay to the lenders a commitment fee of 0.5% quarterly for unused commitments on the revolver, subject to a step-down to 0.375% based upon achievement of a certain leverage ratio. As of June 30, 2014 and December 31, 2013, the weighted average interest rate on the credit facility was 3.7% and 5.0%, respectively. At June 30, 2014, the

F-69

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(7) Current borrowings and long-term debt (Continued)

Company had no outstanding borrowings under the credit facility. In addition, at June 30, 2014, the Company had $2.5 million in letters of credit outstanding, which are secured by the New Credit Facility.

Subordinated Debt

In September 2013, the Company issued $375.0 million of Subordinated notes. The Subordinated notes do not require principal payments and mature on October 1, 2023. The Subordinated notes bear interest at a rate of 9.50% per year payable on April 1, and October 1 of each year, beginning April 1, 2014.

(8) Stockholders' Equity

Authorized Shares

The Company is authorized to issue up to one billion shares of common stock, with a par value of $0.01.

(9) Stock-Based Compensation

Successor

During December 2013, the Board of Directors granted 4,762,377 stock options; this amount is comprised of 2,810,311 service-based options and 1,952,066 market-based options.

Generally, the Company grants stock options with exercise prices greater than or equal to the fair market value of the Company's common stock on the date of grant; however, stock options will not be issued with an exercise price less than $11.73 per share as determined by the board of directors. The stock option compensation cost calculated under the fair value approach is recognized on a pro-rata basis over the

F-70

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(9) Stock-Based Compensation (Continued)

vesting period of the stock options (usually five years). Most stock option grants are subject to graded vesting as services are rendered and have a contractual life of ten years.

The options with a market-based condition vest only upon the achievement of a specified multiple of invested capital or internal rate of return from a liquidity event. No compensation expense has been recorded as the options vest upon a liquidity event, which is not considered probable until the date it occurs. At that time, compensation expense equal to the grant date fair value will be recorded, regardless of whether the market condition is satisfied. These options have a contractual life of ten years.

Aggregated information regarding the Company's option plans is summarized below:

					Intrinsic Value

Outstanding at December 31, 2013	6,815,286		9.08
Exercised	(11,369	)	2.93
Expired/forfeited	(81,957	)	10.69


Outstanding at June 30, 2014	6,721,960		9.07	8.1	$	46.6




Exercisable at June 30, 2014	2,031,848		2.93	4.8	$	26.5

Predecessor

During February 2013, the Predecessor Company paid a $2.83 per share dividend to all shareholders and made a related payment to holders of vested service-based options. This transaction represented an equity restructuring under ASC 718. The decision to provide cash payments to option holders to prevent the shareholder dividend from being dilutive to such option holders represented a modification of the options. The compensation expense associated with the modification was determined by calculating the change in the stock options' value immediately before and after the modification, plus any other consideration received by the option holders. Such expense was $13.1 million during the Predecessor period from January 1, 2013 to June 30, 2013.

Stock-based compensation expense related to employee stock options is summarized below (in thousands):

	Successor		Predecessor		Successor		Predecessor

	Three Months Ended June 30, 2014		Three Months Ended June 30, 2013		Six Months Ended June 30, 2014		Six Months Ended June 30, 2013
Direct costs	$	139	$	51	$	282	$	446
Selling, general and administrative		728		1,152		1,478		15,236


Total stock compensation expense	$	867	$	1,203		1,760		15,682

F-71

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(9) Stock-Based Compensation (Continued)

	Predecessor

	Six Months Ended June 30, 2013
Risk-free interest rate		1.3	%
Expected life, in years		7.00
Dividend yield		N/A
Volatility		41.2	%

The fair value of options granted during the three months ended June 30, 2013 was $4.55 per share. There were no options granted during the three months ended June 30, 2014.

(10) Income Taxes

The Company's effective income tax rate was 45.9% and 12.3% for the six months ended June 30, 2014 and 2013 respectively. The variation between the Company's effective income tax rate and the U.S. statutory rate of 35% for the six months ended June 30, 2014 is primarily due to (i) the overall projected loss which has the effect of increasing the Company's effective tax rate when combined with the projected income from foreign subsidiaries, which is taxed at rates lower than the U.S. statutory rate, with the projected losses in the U.S. and (ii) impact of certain foreign earnings being subject to current U.S. tax.

U.S. GAAP requires a two-step approach when evaluating uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence demonstrates that it is more likely than not that the position will be sustained upon audit, including resolution of any related appeals or litigation processes. The second step is to quantify the amount of tax benefit to recognize as the amount that is cumulatively more than 50% likely to be realized upon ultimate settlement with the taxing authorities.

As of June 30, 2014, the Company's liability for unrecognized tax benefits was $11.2 million. If any portion of this $11.2 million is recognized that impacts the effective tax rate, the Company will then include that portion in the computation of its effective tax rate. Although the ultimate timing of the resolution of audits is highly uncertain, the Company believes it is reasonably possible that approximately $1.5 million of gross unrecognized tax benefits will change in the next 12 months as a result of pending audit settlements or statute of limitations expirations.

The Company files U.S. federal, U.S. state, and foreign tax returns. For U.S. federal purposes, the Company is generally no longer subject to tax examinations for years ended December 31, 2009 and prior. For U.S. state tax returns, the Company is generally no longer subject to tax examinations for years prior to 2009. For foreign purposes, the Company is generally no longer subject to examination for tax periods 2008 and prior. Certain carryforward tax attributes generated in prior years remain subject to examination and adjustment.

F-72

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(11) Commitments and Contingencies

Legal Proceedings

The Company is currently a party to litigation with the City of Sao Paulo, Brazil. The dispute relates to whether the export of services provided by the Company is subject to a local tax on services. The Company has not recorded a liability associated with the claim, which totaled $6.3 million and $5.6 million at June 30, 2014 and December 31, 2013, respectively, given it is not deemed probable the Company will incur a loss related to this case. However, a deposit totaling $5.8 million has been made to the Brazilian court in order to annul the potential tax obligation and to avoid the accrual of additional interest and penalties. This balance is recorded in Other assets on the consolidated condensed balance sheet. The Company expects to recover the full amount of the deposit when the case is settled.

(12) Restructuring

European Restructuring

U.S. Restructuring

Merger Synergies

As a result of the Merger, the Company offered severance benefits to terminated employees and eliminated approximately 33 positions for synergies gained as a result of the Merger ("Merger Synergies"). The Company expects the total cost of the Merger Synergies to be approximately $6.4 million and the Company expects to complete the restructurings by December 31, 2014. The total expected cost of $6.4 million is primarily comprised of severance and benefit costs. For the three and six months ended June 30, 2014, the Company recorded $(0.2) million and $1.1 million of restructuring expense related to severance benefit cost, respectively, which is included in selling, general, and administrative expenses of the consolidated condensed statement of operations.

F-73

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(12) Restructuring (Continued)

The table below outlines the components of the restructuring charges (in thousands):

	Balance at December 31, 2013		Additional provisions		Payments			Foreign exchange adjustment		Balance at June 30, 2014

European Restructuring	$	854	$	—	$	—		$	—	$	854
U.S. Restructuring		1,032		21		(827	)		—		226
Merger Synergies		1,350		1,076		(2,081	)		3		348


Total	$	3,236	$	1,097	$	(2,908	)	$	3		1,428

A total of approximately $1.4 million and $3.2 million is included in accrued expenses as of June 30, 2014 and December 31, 2013, respectively, related to the restructuring plans.

(13) Derivatives

The following table presents the notional amounts and fair values (determined using level 2 inputs) of our derivatives as of June 30, 2014. All asset and liability amounts are reported in other assets and other long-term liabilities (in thousands):

		June 30, 2014					December 31, 2013

	Balance Sheet Classification	Notional amount		Asset/ (Liability)			Notional amount		Asset/ (Liability)
Derivatives in an asset position:
Interest rate contracts	Other assets	$	800,000	$	17		$	1,360,000	$	3,303
Derivatives in a liability position:
Interest rate contracts	Other long-term liabilities		620,000		(11,930	)		60,000		(42	)


Total designated derivatives		$	1,420,000	$	(11,913	)	$	1,420,000	$	3,261

The Company records the effective portion of any change in the fair value of derivatives designated as hedging instruments under ASC 815 to other accumulated comprehensive income (loss) in our consolidated condensed balance sheet, net of deferred taxes, and any ineffective portion to other income (expense), net in our consolidated condensed statements of operations. The Company did not recognize any ineffectiveness and recognized unrealized losses of $8.2 million and $15.2 million in other comprehensive income (loss) during the three and six months ended June 30, 2014, respectively. The Company will reclassify the unrealized holding losses on the interest rate contracts included in accumulated other comprehensive income when the hedged item affects earnings or is no longer expected to occur. The interest rate contracts had no impact on the Company's cash flows during the three and six months ended June 30, 2014.

F-74

Table of Contents

PRA HEALTH SCIENCES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Continued)
June 30, 2014

(14) Related Party Transactions

The Company paid management fees of $0.6 million and $1.1 million to KKR during the three and six months ended June 30, 2014, respectively. The Company also paid management fees of $0.5 million and $1.0 million to Genstar during the three and six months ended June 30, 2013, respectively.

At June 30, 2014 and December 31, 2013, KKR held $23.1 million and $28.0 million, respectively, in first lien term debt.

(15) Net Income (Loss) Per Share

	Successor		Predecessor		Successor		Predecessor

	Three Months Ended June 30, 2014		Three Months Ended June 30, 2013		Six Months Ended June 30, 2014		Six Months Ended June 30, 2013
Basic weighted average common shares outstanding		40,268		39,641		40,268		39,641
Effect of dilutive stock options		—		610		—		956
Diluted weighted average common shares outstanding		40,268		40,251		40,268		40,597
Anti-dilutive shares		424		532		390		429

The anti-dilutive shares disclosed above were calculated using the treasury stock method. During the periods the Company was in a net loss position, all options outstanding (as disclosed in Note 9) would be anti-dilutive.

(16) Subsequent Events

The Company evaluated subsequent events through September 8, 2014, the date on which the June 30, 2014 consolidated condensed financial statements were originally issued, and October 8, 2014, the date on which the retrospectively revised June 30, 2014 consolidated condensed financial statements were issued (as to the reverse stock split described in Note 1), and determined that the following event required recognition or disclosure in the financial statements:

As disclosed in Note 1, the Board of Directors of the Company approved, and made legally effective, a 2.34539 to 1 reverse stock split of the Company's common stock on September 29, 2014.

F-75

Table of Contents

Independent Auditor's Report

Board of Directors
Clinstar, LLC
Walnut Creek, California

We have audited the accompanying consolidated financial statements of Clinstar, LLC (the Company), which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive income, member's equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Clinstar, LLC (the Company) as of December 31, 2012 and 2011, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ BDO USA, LLP
San Jose, California
May 16, 2013

F-76

Table of Contents

Clinstar, LLC
Consolidated Balance Sheets
(in USD thousands)

	December 31,

	2012			2011
Assets
Current Assets
Cash and cash equivalents	$	7,002		$	12,320
Cash under escrow funds		4,718			4,460
Accounts receivable		9,028			4,951
Unbilled receivables		4,092			4,256
Prepaid expenses and other current assets		1,975			666


Total Current Assets		26,815			26,653


Property and Equipment, Net		1,568			1,257
Other Assets		104			99


Total Assets	$	28,487		$	28,009




Liabilities and Member's Equity
Current Liabilities
Accounts payable	$	665		$	577
Advances from customers		763			423
Deferred revenue		592			1,157
Escrow funds		4,718			4,460
Accrued liabilities		2,187			1,686


Total Current Liabilities		8,925			8,303


Commitments and Contingencies (see Note 3)
Member's Equity
Retained earnings, net of distributions		19,639			20,317
Accumulated other comprehensive loss		(77	)		(611	)


Total Member's Equity		19,562			19,706


Total Liabilities and Member's Equity	$	28,487		$	28,009

The accompanying notes are an integral part of these financial statements

F-77

Table of Contents

Clinstar, LLC
Consolidated Statements of Comprehensive Income
(in USD thousands)

	Years Ended December 31,

	2012		2011
Revenues
Service fees for clinical trials	$	19,258	$	17,709
Service fees for warehouse management		10,162		7,098
Reimbursement revenue		15,664		10,806


Total Revenue		45,084		35,613


Operating Costs and Expenses
Direct costs		15,928		14,427
Reimbursable out-of-pocket costs		15,664		10,806
Selling, general and administrative		5,583		4,882
Depreciation and amortization		467		393


Total Operating Costs and Expenses		37,642		30,508


Income from Operations		7,442		5,105


Other income		80		188


Income Before Income Taxes		7,522		5,293
Income tax expense		1,600		981


Net Income	$	5,922	$	4,312




Other comprehensive income (loss):
Foreign currency translation adjustment		534		(516	)


Comprehensive Income	$	6,456	$	3,796

The accompanying notes are an integral part of these financial statements

F-78

Table of Contents

Clinstar, LLC
Consolidated Statements of Member's Equity
(in USD thousands)

	Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Member's Equity

Balances, January 1, 2011	$	16,005		$	(95	)	$	15,910
Net income		4,312			—			4,312
Foreign currency translation adjustment		—			(516	)		(516	)


Balances, December 31, 2011		20,317			(611	)		19,706


Distributions		(6,600	)		—			(6,600	)
Net income		5,922			—			5,922
Foreign currency translation adjustment		—			534			534


Balances, December 31, 2012	$	19,639		$	(77	)	$	19,562

The accompanying notes are an integral part of these financial statements

F-79

Table of Contents

Clinstar, LLC
Consolidated Statements of Cash Flows
(in USD thousands)

	Years Ended December 31,

	2012			2011
Cash Flows from Operating Activities
Net income	$	5,922		$	4,312
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		467			393
Loss on disposal of fixed assets		25			—
Unrealized foreign currency loss		350			—
Net changes in operating assets and liabilities:
Accounts receivable		(4,191	)		1,455
Unbilled receivables		164			(2,495	)
Prepaid expenses and other current assets		(1,297	)		(54	)
Other assets		(5	)		3
Accounts payable		268			351
Advances from customers		340			(134	)
Accrued liabilities		455			15
Deferred revenue		(565	)		(886	)


Net Cash Provided by Operating Activities		1,933			2,960


Cash Flow from Investing Activities
Purchase of property and equipment		(782	)		(487	)


Cash Flow from Financing Activities
Distributions to members		(6,600	)		—


Effects of foreign exchange changes on cash and cash equivalents		131			—


Increase (decrease) in Cash and Cash Equivalents		(5,318	)		2,473
Cash and Cash Equivalents at Beginning of Year		12,320			9,847


Cash and Cash Equivalents at End of Year	$	7,002		$	12,320




Supplemental Disclosure of Cash Flow Information:
Income taxes paid	$	1,600		$	981

The accompanying notes are an integral part of these financial statements

F-80

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements

1. SUMMARY OF ACCOUNTING POLICIES

Nature of Business and Basis of Presentation — Clinstar, LLC (the Company or Clinstar) is a Limited Liability Company headquartered in Walnut Creek, California that was established in the state of California in 1999 under the name of "Russian R&D LLC," with a subsequent name change to Clinstar, LLC in 2002. The Company is a Contract Research Organization (CRO) that manages Phase I-IV clinical research trials in Russia, Ukraine, Belarus and the Baltic States. The Company has six wholly owned subsidiaries: Clinstar Europe LLC, Clinstar Ukraine LLC, Clinstar Global Holdings LLC, Clinstar Baltics OU and CJSC IMP-Logistics (IMP Logistics) (with subsidiaries in Ukraine — IMP-Logistics Ukraine LLC and in Belarus — IMP-Logistics Bel FLLC) with operations in Russia, Belarus and Ukraine. The Company provides two distinct business offerings to its customers: clinical trial management services and clinical trial supplies warehouse management services.

Through its locations in the United States of America, Russia, Ukraine, Belarus and the Baltic States, the Company provides a broad range of services related to managing clinical studies extending from feasibility analyses, regulatory submissions, site and investigator recruitment, managing clinical and medical affairs, conducting independent quality assurance audits, study monitoring, as well as project and site management.

The Company also provides clinical supply management services for study treatments (drugs, biologics or devices) being evaluated within clinical trials via its subsidiary, IMP Logistics (Russia, Belarus and Ukraine). These services include inventory planning and management, regional warehouse depot storage, product re-labeling, total investigative product accountability, purchase of ancillary and commercially available products, import/export coordination and management of product return and destruction. The Company's customer base consists of biotechnology and pharmaceutical companies. IMP Logistics operates a full-service import, storage and distribution depot in each of the following locations: Kiev, Ukraine; Minsk, Belarus; and Moscow, Russia.

The consolidated financial statements include the accounts of Clinstar, LLC and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidation.

The functional currency of IMP Logistics in Russia, Belarus and Ukraine is the Russian Ruble. The functional currency of all other subsidiaries is the US Dollar. The Company translates all assets and liabilities of IMP Logistics (Russia, Belarus and Ukraine) to US dollars at the current exchange rates as of the applicable balance sheet date. Revenues and expenses are translated using the average exchange rate for the period. Gains and losses resulting from the translation of the foreign subsidiaries' financial statements are reported as a separate component of accumulated other comprehensive income in member's equity. Net losses resulting from foreign exchange transactions, which are recorded in the consolidated statements of comprehensive income, were $538,395 and $291,401 for the years ended December 31, 2012 and 2011, respectively.

Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates are also used when accounting for certain items such as allowance for doubtful accounts, depreciation and amortization, asset impairment, customer rebates, income taxes, fair market value determinations and accrued liabilities. Actual results may differ materially from those estimates.

F-81

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

1. SUMMARY OF ACCOUNTING POLICIES (Continued)

Revenue Recognition — The Company generates revenue primarily from the following services:

1.: Service Fees for Clinical Trial-Related Services
2.: Reimbursement Revenue
3.: Service Fees for Warehouse Management Services

Service Fees for Clinical Trial-Related Services

Service fees for Clinical Trial-related services are derived from two types of contracts: "Milestone Based Contracts" and "Unit-Based" contracts. The Company uses signed contracts and subsequent amendments as evidence of arrangements. However, in limited situations, management may authorize the project teams to commence work prior to the finalization of the scope of contractual arrangements, as long as the customers make written requests for such activities, and the customers have agreed to reimburse the Company for all costs in connection with such tasks. No revenue is recorded until the Company has executed a contract with the customer and the total contract consideration is fixed or determinable.

Revenue for "Milestone Based Contracts" is recognized when the milestone is deemed substantive, has been achieved, payment is due and payable under the terms of the respective agreement and recoverability is probable. If any milestone is not deemed to be substantive, the amounts associated with such milestone are deferred and recognized over the remaining life of the agreement and any subsequent change orders.

The Company also enters into "Unit-Based" contracts, for which an overall fee is negotiated in connection with the clinical trial and comprises service fees for clinical trial-related activities, based on agreed-upon rates for each unit of related activities. Revenue from such "Unit-Based" contracts is generally recognized as units of output are delivered over the life of the contract.

Any excess payments collected in advance of the service being performed are recorded as deferred revenue and recognized as services are rendered in accordance with the policies described above.

Most of Clinstar's contracts can be terminated by its clients, either immediately or after a specified period following the notice of termination. These contracts typically require the client to pay Clinstar the fees earned to date, and the fees and expenses to wind down the respective clinical trials. If Clinstar determines that a loss will result from the performance of a contract, the entire amount of the estimated loss is charged against income in the period in which such determination is made. No such losses resulted for contracts performed during the years ended December 31, 2012 or 2011.

Reimbursement Revenue

In connection with the management of clinical trials, Clinstar may incur on behalf of its clients, out-of-pocket costs for items such as travel, printing, meetings and couriers, etc. The Company's clients reimburse it for these costs that are reported as reimbursement revenue. In certain contracts, these costs are fixed by the contract terms. Accordingly, the Company recognizes these costs as part of service revenues and direct costs.

Reimbursable Investigator Payments

As is customary in its industry, the Company routinely subcontracts, on behalf of its customers, with independent physician investigators in connection with clinical trials. The related investigator fees are not reflected in the Company's Service revenue, Reimbursement revenue or Direct costs, since such fees are reimbursed by clients on a "pass through basis," prior to payments to investigators and without risk or

F-82

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

1. SUMMARY OF ACCOUNTING POLICIES (Continued)

reward to Clinstar. The amounts of these investigator fees were approximately $8.9 million and $11.2 million for the years ended December 31, 2012 and 2011, respectively.

Service Fees for Warehouse Management Services

Service Fees comprise the revenue generated from logistics and warehouse management-related services provided by IMP Logistics (Russia, Belarus and Ukraine) to its customers. Service fees are recognized based on units of activities completed during the period as well as mark-ups on certain expenses paid by IMP Logistics on behalf of its clients and subsequently reimbursed by the clients.

Rebates

The Company also provides rebates to certain customers based on the volume of activity conducted with them during a specified period. The amount of rebate is calculated as a pre-determined percentage of revenue transacted over such specified period of time and accrued for with a corresponding reduction in revenue when such rebates are earned.

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

•: Level 1 — Quoted prices in active markets for identical assets or liabilities.
•: Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•: Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Cash and Cash Equivalents — All of the Company's cash assets are held in operating and money market bank accounts, held with reputable financial institutions, either in the US or overseas. The Company also receives cash advances from its customers in conjunction with reimbursable investigator payments. Such advances are maintained in separate escrow accounts as required under the contract terms with the Company's customers; these amounts are not commingled with the Company's cash and cash equivalents and are presented separately in the accompanying balance sheets.

Fair Value of Financial Instruments — At December 31, 2012 and 2011, financial instruments for which the fair value is the same as carrying value due to the short term nature of the instrument include cash, accounts receivable, unbilled receivables, accounts payable, and accrued liabilities.

Available-for-Sale Securities — During March 2012, the Company received 283,186 shares of Accentia Biopharmaceuticals, Inc. common stock as a settlement for its claim against Biovest International, Inc. and Accentia Biopharmaceuticals, Inc. initiated in 2008 for receivables of $385,133. The fair value of the shares, based on Level 1 quoted prices, was $385,133 on the date they were awarded and this amount was

F-83

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

1. SUMMARY OF ACCOUNTING POLICIES (Continued)

recorded in other income and expense in the accompanying consolidated statement of comprehensive income for the year ended December 31, 2012.

The shares, which are included in prepaid expenses and other current assets in the accompanying consolidated balance sheet, are classified as available-for-sale securities. On December 31, 2012, the fair value of the shares, based on Level 1 quoted prices, was $19,823. The Company has concluded that the decline in fair value is other than temporary and, as such, has recorded a realized loss totaling $365,310 in other income and expense in the accompanying consolidated statement of comprehensive income for the year ended December 31, 2012.

Accounts Receivable and Unbilled Receivable — Accounts receivable balances comprise invoices issued by the Company for which payments had not been received prior to December 31, 2012. Unbilled receivables are comprised of pass-through costs incurred by the Company on behalf of its clients and revenue recognized upon completion of milestones or delivery of units of output prior to the end of the year, for which invoices were not issued as of December 31, 2012. Revenue related to such unbilled receivables is recorded at the time when services are rendered or when the Company has incurred costs on behalf of its clients.

Allowance for Bad Debts — The allowance for bad debts is based upon management's evaluation of the collectability of outstanding receivables. Management's evaluation takes into consideration factors such as past bad debt experience, economic conditions and information about specific receivables. The allowance for bad debts is based on estimates and ultimate losses may vary from current estimates. As adjustments to these estimates become necessary, they are reported in earnings in the periods that they become known. As of December 31, 2012 and 2011, the Company had no allowance for bad debts.

Concentration of Credit Risk and Credit Risk Evaluations — Financial instruments that potentially subject the Company to concentration of credit risk consist primarily of money market accounts and trade accounts receivable. Substantially all of the Company's cash accounts are maintained with domestic and international financial institutions with high credit standing. At times, cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation (FDIC). FDIC has temporarily increased its deposit coverage insurance limits to $250,000 per account at each institution. In addition, unlimited deposit insurance coverage was available through December 31, 2012, for non-interest bearing transaction accounts at institutions participating in FDIC's Temporary Liquidity Guarantee Program. The Company held accounts that exceeded the FDIC limit by $3.4 million at December 31, 2012.

The Company performs periodic evaluations of the relative credit standing of these institutions and has not experienced any losses on its cash and cash equivalents to date.

The Company conducts business in the United States and internationally on a credit basis. The Company does not require collateral from its customers.

F-84

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

1. SUMMARY OF ACCOUNTING POLICIES (Continued)

Revenues from individual customers greater than 10% of consolidated service revenue in the respective periods was as follows:

	Year Ended December 31,

	2012			2011
Customer A		19	%		4	%
Customer B		12	%		2	%
Customer C		7	%		20	%
Customer D		9	%		11	%
Customer E		8	%		15	%
Customer F		9	%		10	%

Accounts receivable and unbilled receivables from individual customers that are equal to or greater than 10% of consolidated accounts receivable and unbilled receivables as of the respective dates were as follows:

	December 31,

	2012			2011
Customer A		24	%		6	%
Customer B		12	%		6	%
Customer C		11	%		11	%
Customer D		1	%		15	%
Customer E		7	%		16	%

Property, Plant, and Equipment — Property, plant, and equipment are stated at cost. Depreciation is provided using the straight-line method over the following estimated useful lives:


Computers, software and office equipment		3-5 years
Machinery, equipment and automobiles		4-6 years
Office furniture and warehouse equipment		10 years
Leasehold improvements		Lesser of the lease term or useful life of the asset

Maintenance and repairs are charged to expense as incurred. Improvements and betterments are capitalized. When assets are retired or disposed of, the costs and accumulated depreciation and amortization are removed from the accounts and any resulting gains or losses are reflected in operations in the period realized.

Impairment of Long-Lived Assets — The Company reviews the recoverability of its long-lived asset groups, including furniture and equipment, computer hardware and software, and leasehold improvements, when events or changes in circumstances occur that indicate the carrying value of the asset group may not be recoverable. The assessment of possible impairment is based on the Company's ability to recover the carrying value of the asset group from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. The Company's primary measure of fair value is based on discounted cash flows. The measurement of

F-85

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

1. SUMMARY OF ACCOUNTING POLICIES (Continued)

impairment requires the Company to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations. No impairment losses were recorded for the years ended December 31, 2012 or 2011.

Advances from Customers — Advances from customers represent amounts associated with reimbursable revenue and investigator fees that have been received but have not yet been paid.

Deferred Revenue — Deferred revenue reflects amounts received from customers for which the services are yet to be rendered by Clinstar. As the services are rendered, the liability is reduced by the amount invoiced to the customer.

Value Added Taxes — The Company remits Value Added Taxes (VAT) to various taxing jurisdictions as a result of revenue earned from the sale of services to its customers. VAT rates applicable to the Company's services vary by taxing jurisdiction and certain of the Company's services are deemed to be tax exempt. The Company records VAT as a current liability at the time the revenue is earned. The liability is relieved upon the remittance of the tax owed to the various taxing jurisdictions. The Company's presentation of VAT collected from customers and remitted to governmental authorities is on a net basis. As of December 31, 2012 and 2011, the liability associated with the payment of VAT was $502,043 and $359,253, respectively.

Income Taxes — The Company has been organized as a Limited Liability Company (LLC). As such, the Company pays no federal income taxes in the United States of America but is charged a fee at the state level using the statutory rates in effect for an LLC. Additionally, the members are individually taxed on their proportionate share of the Company's taxable income.

In Russia and Ukraine, the Company pays income taxes based on the Company's subsidiary profits for the year. The Company paid taxes amounting to $1,600,047 and $981,471 for the years ended December 31, 2012 and 2011, respectively. Income tax expense for each year represents current taxes and, due to insignificant timing differences, there are no deferred tax assets or liabilities relating to such foreign taxes.

Stock Appreciation Rights — During 2009, the Company issued cash-settled stock appreciation rights (SARs) that contain a performance condition to certain employees that vest only upon a liquidity event. No compensation expense has been recorded as a liquidity event is not considered probable until the date it occurs. At that time, compensation expense equal to the fair value at the time of a liquidity event will be recorded.

See Footnote 7, Subsequent Events, for disclosures regarding payments made by the Company after the date of the financial statements.

Recent Accounting Pronouncements — Recent accounting pronouncements that may be applicable to the Company include the following:

Accounting Standards Update (ASU) 2011-5, Comprehensive Income , and ASU 2011-12, Comprehensive Income , require entities to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. In both choices, an entity is required to present each component of net income, along with total net income, each component of other comprehensive income along with a total for other comprehensive income, and a total amount for comprehensive income. This update eliminates the option to present the components of other comprehensive income as part of the

F-86

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

1. SUMMARY OF ACCOUNTING POLICIES (Continued)

statement of changes in stockholders' equity. The amendments in this update do not change the items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income. The Company adopted this guidance during the year ended December 31, 2012, and retrospective application was required. This guidance changed the Company's financial statement presentation of comprehensive income but did not impact net income, financial position or cash flows.

ASU 2011-04, Fair Value Measurements and Disclosures , requires expanded disclosure of certain fair value measurements categorized in Level 3 of the fair value hierarchy. The Company adopted this ASU during the year ended December 31, 2012 and it did not have a material impact on its consolidated financial statements.

2. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	December 31,

	2012			2011
	(in USD thousands)
Leasehold improvements	$	467		$	253
Automobiles		85			20
Software		420			388
Computer equipment		1,403			1,303
Furniture & fixtures		385			363
Office equipment		337			322
Warehouse equipment		712			459


Total		3,809			3,108
Accumulated depreciation and amortization		(2,241	)		(1,851	)


Property and Equipment, Net	$	1,568		$	1,257

Depreciation and amortization expense was $466,605 and $392,688 for the years ended December 31, 2012 and 2011, respectively.

3. COMMITMENTS AND CONTINGENCIES

Operating Leases — The Company leases offices in the United States in Walnut Creek, California and Durham, North Carolina. Further, the Company leases seven facilities in foreign countries including offices in Kiev, Ukraine; St. Petersburg and Moscow in Russia and warehousing facilities in Moscow, Minsk and Kiev. These lease agreements expire at various dates through 2015 and can be renewed annually. The leases require the Company to pay operating costs, including property taxes, normal maintenance, and insurance. Rent expense related to the operating leases for the years ended December 31, 2012 and 2011 was $2,839,553 and $2,841,260, respectively.

F-87

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

3. COMMITMENTS AND CONTINGENCIES (Continued)

The following were the Company's lease commitments as of December 31, 2012:

Year	(in USD thousands)

2013	$	2,672
2014		1,568
2015		677


Total	$	4,917

Employment Agreements — The Company has entered into employment and non-compete agreements with certain management employees. Each employment agreement also contains provisions that restrict the employees' ability to compete directly with the Company for a comparable period after employment terminates.

Legal Proceedings — The Company is involved in legal proceedings from time to time in the ordinary course of its business, including employment claims and claims related to other business transactions. Although the outcome of such claims is uncertain, management believes that these legal proceedings will not have a material adverse effect on the financial condition or results of future operations of the Company.

Insurance — The Company currently maintains insurance for risks associated with the operation of its business, provision of professional services, and ownership of property. These policies provide coverage for a variety of potential losses, including, without limitation, loss or damage to property, bodily injury, general commercial liability, professional errors and omissions, and medical malpractice.

4. MEMBER'S EQUITY

Under the terms of the Company's Limited Liability Company Agreement (the "Agreement"), which has no expiration date, the Company has one class of member units. The rights, powers and duties of each member of the Company with respect to the property and obligations of the Company and the net profits and losses of the Company shall correspond to the respective member unit percentages. In addition, each member's liability shall be limited as set forth in the Beverly-Killea Limited Liability Company Act (the "Act") and other applicable law. Except as provided by the Act, no member shall be personally liable to any third party for any debt, obligation, or liability of the Company.

Net income and loss is allocated to the members as defined in the Agreement. Losses allocated to a member shall not exceed the maximum amount of losses that can be allocated without causing a member to have an adjusted capital account deficit at the end of any fiscal year unless all members are in a deficit position.

As of December 31, 2012, the Company was owned entirely by the Estate of Paul Loveday.

The Company disbursed a member's dividend of $2.6 million and $4.0 million to the Estate of Paul Loveday in April 2012 and December 2012, respectively.

F-88

Table of Contents

Clinstar, LLC
Notes to Consolidated Financial Statements (Continued)

5. Operations by Geographic Area

The following table presents certain enterprise-wide information about the Company's operations and assets by geographic area for the years ended and as of December 31, 2012 and 2011 (in thousands):

	Year Ended

	December 31, 2012		December 31, 2011
Service revenues:
United States	$	19,258	$	17,709
Eastern Europe		10,162		7,098


	$	29,420	$	24,807

	December 31, 2012		December 31, 2011

Property and Equipment, net
United States	$	554	$	629
Eastern Europe		1,014		628


	$	1,568	$	1,257

6. RELATED PARTY TRANSACTIONS

During each of the years ended December 31, 2012 and 2011 the Company paid $72,000 to members of the Members Representative Committee of the Company. These fees are paid monthly and in accordance with a resolution dated August 1, 2010.

7. SUBSEQUENT EVENTS

The Company disbursed a member's dividend of $0.6 million to the Estate of Paul Loveday on February 28, 2013.

On February 28, 2013, the Company was purchased by Pharmaceutical Research Associates, Inc. ("PRA"), a wholly-owned subsidiary of PRA Holdings, Inc., for $45.0 million in cash and contingent consideration in the form of a potential earn-out payment of up to $5.0 million. The earn-out payment is contingent upon the achievement of certain revenue and earnings targets during the 24 month period following closing.

On February 28, 2013, the Company paid $2.1 million to settle SARs issued to certain employees that vested upon the purchase of the Company by PRA. On this date, the Company also paid certain employees $1.1 million in bonuses associated with this transaction. An additional $1.0 million is payable to the holders of SARs in 2014.

The Company has evaluated the period after the balance sheet date up through May 16, 2013, the report release date, and noted no subsequent events or transactions, other than those discussed above, that require recognition or disclosure in the financial statements.

F-89

Table of Contents

Report of Independent Auditors

The Board of Directors
RPS Parent Holding Corp. and Subsidiaries

We have audited the accompanying consolidated financial statements of RPS Parent Holding Corp. and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of RPS Parent Holding Corp. and subsidiaries at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 in conformity with U.S. generally accepted accounting principles.

Restatement of 2012 Financial Statements

As discussed in Note 3 to the consolidated financial statements, the 2012 financial statements have been restated to correct a disclosure error related to a contingent liability. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 28, 2013, except for Note 3, as to
which the date is August 26, 2014

F-90

Table of Contents

Report of Independent Auditors

To the Board of Directors
RPS Parent Holding Corp. and Subsidiaries

We have audited the accompanying consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows of ReSearch Pharmaceutical Services, Inc. and Subsidiaries (predecessor to RPS Parent Holding Corp.) for the period from January 1, 2011 to February 17, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of the ReSearch Pharmaceutical Services, Inc. and Subsidiaries operations and cash flows for the period from January 1, 2011 to February 17, 2011, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
April 27, 2012

F-91

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	December 31,

	2012			2011
Assets
Current assets:
Cash and cash equivalents	$	16,903,458		$	10,049,214
Restricted cash		5,054,826			10,138,385
Accounts receivable, less allowance for doubtful accounts of $826,000 at December 31, 2012 and $646,000 at December 31, 2011, respectively		93,254,327			68,863,635
Deferred tax asset		334,543			268,357
Prepaid expenses and other current assets		4,534,596			7,634,508


Total current assets	$	120,081,750		$	96,954,099
Property and equipment, net		8,239,608			6,113,464
Other assets		5,457,462			2,826,995
Deferred financing costs		3,507,482			3,934,644
Intangible assets, net		53,378,598			59,463,312
Goodwill		164,672,945			164,672,945


Total assets	$	355,337,845		$	333,965,459




Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	4,277,646		$	3,243,578
Accrued expenses		21,941,795			12,049,195
Customer deposits		9,554,826			14,638,385
Deferred revenue		17,785,402			12,338,162
Line of credit		7,910,000			—
Deferred tax liability		—			54,626
Current portion of capital lease obligations		271,420			82,991
Current portion of long-term debt		4,000,000			3,500,000
Other current liabilities		828,980			730,231


Total current liabilities	$	66,570,069		$	46,637,168
Deferred tax liability		16,319,982			22,784,804
Other liabilities		1,397,662			1,166,042
Capital lease obligations		603,246			214,292
Long-term debt		72,000,000			76,000,000
Shareholder notes		105,060,959			86,382,912


Total liabilities	$	261,951,918		$	233,185,218
Stockholders' equity:
Common stock, $.01 par value:
Authorized shares — 66,000,000; issued and outstanding shares — 54,442,523 and 54,441,585 at December 31, 2012 and December 31, 2011, respectively		544,425			544,416
Additional paid-in capital		105,999,309			105,262,498
Accumulated other comprehensive income		745,130			387,086
Accumulated deficit		(13,902,937	)		(5,413,759	)


Total stockholders' equity	$	93,385,927		$	100,780,241




Total liabilities and stockholders' equity	$	355,337,845		$	333,965,459

See accompanying notes

F-92

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS

	Successor Company						Predecessor Company

	Year ended December 31, 2012			Period from February 18 through December 31, 2011			Period from January 1 through February 17, 2011
Service revenue	$	427,092,450		$	279,493,183		$	47,193,468
Reimbursement revenue		38,790,995			30,582,387			4,006,140


Total revenue		465,883,445			310,075,570			51,199,608
Direct costs		339,801,232			208,878,814			35,281,825
Reimbursable out-of-pocket costs		38,790,995			30,582,387			4,006,140
Selling, general, and administrative expenses		74,410,735			57,281,859			9,398,963
Transaction costs		—			—			2,997,444
Depreciation and amortization		9,539,455			8,033,141			527,324


Income (loss) from operations		3,341,028			5,299,369			(1,012,088	)
Interest expense, net		16,283,634			12,466,294			80,020
Other expense, net		299,262			193,971			121,957


Loss before provision for income taxes		(13,241,868	)		(7,360,896	)		(1,214,065	)
(Benefit from) provision for income taxes		(4,752,690	)		(1,947,137	)		1,233,053


Net loss	$	(8,489,178	)	$	(5,413,759	)	$	(2,447,118	)

See accompanying notes

F-93

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Successor Company						Predecessor Company

	Year ended December 31, 2012			Period from February 18 through December 31, 2011			Period from January 1 through February 17, 2011
Net loss as reported	$	(8,489,178	)	$	(5,413,759	)	$	(2,447,118	)
Other comprehensive income:
Foreign currency translation adjustment		358,044			387,086			1,969,797


Comprehensive loss	$	(8,131,134	)	$	(5,026,673	)	$	(477,321	)

See accompanying notes

F-94

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	Common Stock						Other Accumulated Comprehensive Income (Loss)			Retained Earning (Accumulated Deficit)

	Common Stock				Additional Paid-In Capital
	Shares		Amount		Additional Paid-In Capital								Total
*Predecessor Company*
Balance at December 31, 2010		37,264,215	$	3,726	$	45,970,098	$	(2,326,975	)	$	5,746,368		$	49,393,217




Stock-based compensation		—		—		190,000		—			—			190,000
Net loss		—		—		—		—			(2,447,118	)		(2,447,118	)
Foreign currency translation adjustment		—		—		—		1,969,797			—			1,969,797


Balance at February 17, 2011		37,264,215	$	3,726	$	46,160,098	$	(357,178	)	$	3,299,250		$	49,105,896




*Successor Company*
Issuance of common stock		54,441,585	$	544,416	$	104,849,962		—			—		$	105,394,378
Stock-based compensation		—		—		412,536		—			—			412,536
Net loss		—		—		—		—		$	(5,413,759	)		(5,413,759	)
Foreign currency translation adjustment		—		—		—	$	387,086			—			387,086


Balance at December 31, 2011		54,441,585	$	544,416	$	105,262,498	$	387,086		$	(5,413,759	)	$	100,780,241




Exercise of common stock options		938	$	9		1,866		—			—			1,875
Stock-based compensation		—				474,114		—			—			474,114
Net loss		—		—		—		—			(8,489,178	)		(8,489,178	)
Excess tax benefit from stock-based compensation		—		—		260,831		—			—			260,831
Foreign currency translation adjustment		—		—		—		358,044			—			358,044


Balance at December 31, 2012		54,442,523	$	544,425	$	105,999,309	$	745,130		$	(13,902,937	)	$	93,385,927

See accompanying notes

F-95

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

	Successor Company						Predecessor Company

	Year ended December 31, 2012			Period from February 18 through December 31, 2011			Period from January 1 through February 17, 2011
Net loss	$	(8,489,178	)	$	(5,413,759	)	$	(2,447,118	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		9,539,455			8,033,141			527,324
Stock-based compensation		474,114			412,536			190,000
Excess tax benefit from stock-based compensation		(260,831	)		—			—
Deferred tax benefit		(6,585,634	)		(3,204,738	)		1,156,051
Non-cash interest expense		10,000,423			7,155,855			—
Changes in operating assets and liabilities:
Accounts receivable		(24,362,154	)		(530,923	)		(6,364,183	)
Prepaid expenses and other assets		125,423			385,654			1,706,487
Accounts payable		1,043,043			(1,789,467	)		770,679
Accrued expenses and other liabilities		10,806,713			(1,430,322	)		1,040,984
Deferred revenue		5,415,849			(2,778,038	)		2,905,942


Net cash (used in) provided by operating activities		(2,292,777	)		839,939			(513,834	)
Investing activities
Purchase of property and equipment		(4,769,261	)		(2,420,074	)		(712,605	)
Predecessor acquisition, net of cash required		—			(214,371,330	)		—


Net cash used in investing activities		(4,769,261	)		(216,791,404	)		(712,605	)
Financing activities
Net borrowings on line of credit		7,910,000			—			8,768,029
Principal payments on capital lease obligations		(242,991	)		(142,402	)		(20,593	)
Proceeds from long-term debt		—			80,000,000			—
Proceeds from shareholder notes		10,000,000			80,000,000			—
Repayment of line of credit		—			(21,623,796	)		—
Principal payments on long term debt		(3,500,000	)		(500,000	)		—
Excess tax benefit from stock-based compensation		260,831			—			—
Proceeds from the exercise of options		1,875			—			—
Payments of deferred equity financing cost		(534,236	)		(4,707,587	)		—
Proceeds from issuance of common stock		—			92,942,355			—


Net cash provided by financing activities		13,895,479			225,968,570			8,747,436
Effect of exchange rates on cash and cash equivalents		20,803			32,109			23,254


Net change in cash and cash equivalents		6,854,244			10,049,214			7,544,251
Cash and cash equivalents, beginning of year	$	10,049,214		$	—		$	4,695,391


Cash and cash equivalents, end of year	$	16,903,458		$	10,049,214		$	12,239,642




Net borrowings on line of credit
Supplemental disclosures of cash flow information
Cash paid during the year for:
Interest	$	6,625,410			4,806,114			88,271


Income taxes		1,310,842			1,207,242		$	—


Non-cash investing activities:
Purchase of equipment financed by capital lease	$	820,404		$	—		$	—

See accompanying notes

F-96

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS
Year Ended December 31, 2012

1. Business and Organization

RPS Parent Holding Corp. and Subsidiaries (the Company, Parent or RPS) is a global next generation clinical research organization (CRO) serving biotechnology and pharmaceutical companies, which the Company refers to collectively as the biopharmaceutical industry. The Company's business model combines the expertise of a traditional CRO with the ability to provide flexible outsourcing solutions that are fully integrated within the Company's clients' clinical infrastructure. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development that meets the varied needs of small, medium and large biopharmaceutical companies.

On December 27, 2010, ReSearch Pharmaceutical Services, Inc. (RPS, Inc.) entered into an Agreement and Plan of Merger (the Merger Agreement) with Roy RPS Holdings Corp. (Roy), a Delaware corporation affiliated with Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners (Collectively Warburg Pincus), and RPS Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Roy (Merger Sub). Prior to consummation of the transactions contemplated by the Merger Agreement, RPS Parent Holding Corp. (Holdings), a Delaware corporation, was formed and acquired all of the issued and outstanding capital stock of Roy and serves as the ultimate parent entity.

On the date of the closing of the transactions contemplated by the Merger Agreement, February 18, 2011, Merger Sub merged with and into RPS, Inc., with RPS, Inc. surviving the merger as a wholly-owned subsidiary of Roy (the Merger). Each outstanding share of common stock of RPS, Inc. was cancelled and converted automatically into the right to receive $6.10 in cash, without interest, except for shares (i) in respect of which appraisal rights were properly exercised under Delaware law or (ii) owned by the Company as treasury stock, or by Roy or Merger Sub. Additionally, at the effective time of the Merger, each outstanding option to acquire shares of Common Stock issued under RPS, Inc.'s equity compensation plan that was vested and exercisable was cancelled in exchange for the right to receive an amount per share of Common Stock underlying the applicable stock option equal to the excess, if any, of the Merger consideration of $6.10 over the applicable exercise price of such stock option. Each outstanding option to acquire shares of Common Stock that was unvested at the effective time of the Merger and was not contractually entitled to accelerated vesting as of the effective time was exchanged by Roy for options having an aggregate intrinsic value equal to the value of such unvested options. In addition, a portion of the outstanding shares of Common Stock held by certain members of senior management, as well as a portion of vested options held by senior management, were exchanged for options and shares, respectively of Holdings. Subsequent to the closing of the Merger, the Company is now controlled by Warburg Pincus.

The accompanying consolidated statements of operations, comprehensive loss, cash flows and stockholders' equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Merger (January 1, 2011 through February 17, 2011) and the period succeeding the Merger (year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011), respectively. For purposes of identification, the "Company" is defined as RPS Parent Holding Corp. for the successor period and as ReSearch Pharmaceutical Services, Inc. for the Predecessor period. The Merger resulted in a new basis of accounting beginning on February 18, 2011 for the Company.

The Company owns subsidiaries in sixty-three countries with its core operations located in North America, Latin America, Europe and Asia. The Company's revenues are generated primarily from clients located in the United States.

F-97

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash and Customer Deposits

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded as restricted cash and customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company's revenues and accounts receivable are derived from biopharmaceutical companies located in the United States. The Successor Company's three largest customers accounted for approximately 22%, 20% and 12%, respectively, of service revenue for the year ended December 31, 2012. The Successor Company's three largest customers accounted for approximately 24%, 15% and 12%, respectively, of service revenue for the period from February 18, 2011 through December 31, 2011. The Predecessor Company's three largest customers accounted for approximately 24%, 15% and 14%, respectively, of service revenue for the period from January 1, 2011 through February 17, 2011.

The Successor Company's two largest customers account for approximately 20% and 15%, respectively, of the accounts receivable balance as of December 31, 2012. The Successor Company's two largest customers account for approximately 17% and 10%, respectively, of the accounts receivable balance as of December 31, 2011. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times for either the Successor Company or the Predecessor Company.

The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at estimated realizable value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

F-98

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

Derivative Financial Instruments

All derivatives are measured at fair value and recognized as either assets or liabilities on the consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of other comprehensive income and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur. The Company utilizes an interest rate collar agreement to manage changes in market conditions related to debt obligations.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments. In addition, the carrying value of debt instruments, which do not have readily determinable market values, approximate fair value given that the interest rates on outstanding borrowings approximate market rates.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range from one to seven years.

Goodwill and Intangible Assets

Intangible assets consist primarily of customer relationships, brand names, proprietary software and information, non-compete agreements and goodwill. Finite-lived intangible assets are amortized on a straight line basis over the following periods: customer relationships — seven years, proprietary software and information — five years, and non-compete agreements — five years. Indefinite-lived intangible assets are not amortized and consist of the Company's brand name. Goodwill represents the excess of the cost over the estimated fair value of net assets acquired in business combinations.

The Company accounts for goodwill, customer relationships, brand names, proprietary software and information and non-compete agreements in accordance with the Financial Accounting Standards Board (FASB) guidance for intangible assets. Goodwill is tested for impairment on an annual basis (as of October 1 of each year) and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company below its carrying value. If the fair value of the Company is less than the carrying value, goodwill may be impaired, and will be written down to its estimated fair market value, if necessary. For indefinite-lived intangibles, the annual impairment test consists of comparing the fair value of the asset to the carrying value.

Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated

F-99

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue and Cost Recognition

The majority of the Company's service revenue is derived from fee-for-service contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. The Company also recognizes revenue under units-based contracts by multiplying units completed by the applicable contract per-unit price. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are reported in the periods in which the facts that require the revisions become known.

FASB guidance requires reimbursable out-of-pocket expenses to be classified as revenue in the statements of operations. Reimbursements for out-of-pocket expenses included in total revenue in the Company's consolidated statements of operations were $38,790,995 and $30,582,387 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 for the Successor Company, respectively; and $4,006,140 for the period January 1, 2011 through February 17, 2011 for the Predecessor Company.

The Company excludes investigator fees from its out-of-pocket expenses because these fees are funded from the customer's restricted cash and are recorded on a "pass-through basis" without risk or reward to the Company. Investigator fees paid on behalf of customers by the Successor Company for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 were approximately $16,000,000 and $22,645,000, respectively. Investigator fees paid on behalf of customers by the Predecessor Company for the period from January 1, 2011 through February 17, 2011 were approximately $1,847,000.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered. The Company evaluates the need to establish a valuation allowance for deferred tax assets based on positive and negative evidence including past operating results, the amount of existing temporary differences to be recovered and expected future taxable income. A valuation allowance to reduce the deferred tax assets is established when it is "more likely than not" that some or all of the deferred tax assets will not be realized.

The Company follows the provisions of accounting for uncertainty in income taxes in ASC 740, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

F-100

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the respective balance sheet date with all translation gains or losses reported as a component of other comprehensive income. The statements of operations' amounts have been translated using average exchange rates in effect over the relevant periods. Foreign currency transactional gains (losses) have been reflected as a component of the Company's consolidated statements of operations within other expense, net.

Stock-Based Compensation

Share-based payments to employees, including grants of employee stock options, are required to be recognized in the financial statements based on their estimated fair values. This guidance requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such award over the period during which the employee is required to provide service in exchange for the award (vesting period).

Geographic Information

The Company's non-U.S. operations accounted for approximately 18% and 18% of service revenue during the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 for the Successor Company, respectively; and approximately 18% for the period from January 1, 2011 through February 17, 2011 for the Predecessor Company.

	Americas		Europe		Asia-Pacific		Total

Service revenue from external customers ⁽¹⁾
Year ended December 31, 2012	$	384,441,058	$	29,211,369	$	13,440,023	$	427,092,450
Period from February 18, 2011 through December 31, 2011		251,680,204		21,031,156		6,781,823		279,493,183
Period from January 1, 2011 through February 17, 2011		41,729,525		4,173,928		1,290,015		47,193,468
Long-lived assets ⁽²⁾
December 31, 2012		6,226,816		1,165,899		846,893		8,239,608
December 31, 2011		4,136,405		1,189,043		788,016		6,113,464

(1): Service revenue is attributable to geographic locations based on the physical location where the services are performed.
(2): Long-lived assets represents the net book value of property and equipment.

Reclassification

Certain prior period amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current period's presentation.

F-101

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

Stock Split

On August 5, 2011, the Board of Directors of the Company approved a stock split of the Company's common stock at a ratio of 2.5 shares for every 1 share previously held. All common stock share and per share data included in the Successor Company's consolidated financial statements reflect the stock split.

3. Restatement

In September 2012, a customer asserted that the Company was not in compliance with a clause contained in its Master Services Agreement (the "Agreement") with the customer. The Company evaluated the customer's assertion and believed that the Company was in compliance with the disputed clause and intended to vigorously defend the matter. However, the Company concluded that there was a reasonable possibility of a potential material loss related to this matter, and accordingly, the potential loss contingency should have been disclosed within the footnotes to the financial statements pursuant to the provisions of ASC 450, Contingencies. The accompanying financial statements have been restated to correct this disclosure error.

On May 5, 2014, the Company and the customer reached a settlement agreement in the amount of $9.0 million regarding this matter. The $9.0 million is payable in installments through December 31, 2017 and amends the terms of the Agreement to eliminate the disputed clause. The settlement agreement stipulates that the Company denies that it failed to comply with the disputed clause, and there is no admission of any wrongdoing by either party.

4. Merger

As discussed in Note 1, Business and Organization, the Company completed the Merger on February 18, 2011. The Merger was financed by a combination of borrowings under the Senior Secured Credit Facility and Shareholder Notes (Note 9, Debt Facilities) as well as from equity investments. The Merger has been accounted for as a business combination under FASB ASC Topic 805, Business Combinations. The

F-102

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

4. Merger (Continued)

purchase price has been assigned to the assets acquired and liabilities assumed based on their estimated fair values. The allocation of the purchase price is as follows:


Cash and cash equivalents	$	12,239,642
Accounts receivable		68,345,385
Deferred tax asset		829,250
Prepaid expenses and other assets		12,937,350
Property and equipment		6,748,314
Goodwill		164,672,945
Customer relationships		34,165,000
Brand name		24,530,000
Global recruitment database		3,745,000
Proprietary software		730,000
Non-compete agreement		1,545,000
Accounts payable		(5,033,745	)
Accrued expenses		(18,516,422	)
Customer deposits		(4,500,000	)
Deferred revenue		(15,145,690	)
Line of credit		(21,623,796	)
Deferred tax liability		(26,605,238	)


	$	239,062,995

The customer relationships, brand name and non-compete agreements were valued using an income approach and the global recruitment database and proprietary software were valued using the replacement cost approach. Fair values and useful lives assigned to intangible assets were based on the estimated value and use of these assets by a market participant.

In connection with the Merger, the Company has recorded $164,672,945 million of goodwill, none of which is tax deductible. Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company believes that the Merger resulted in the recognition of goodwill primarily as a result of the potential for further geographic expansion of its business and an increased market penetration in regions with existing operations.

The Company expensed transaction costs of $2,997,444 in the Predecessor Company's statements of operations for the period from January 1, 2011 through February 17, 2011. The transaction costs consist primarily of investment banking, tax, legal, and accounting fees related directly to the Merger. In addition, the Company has incurred debt financing costs of $4,707,587. These costs were capitalized in the Successor Company's consolidated financial statements and are classified as deferred financing costs on the consolidated balance sheet. The deferred financing costs are being amortized from the Merger date over the remaining term of the debt instruments using the effective interest method. All amortization related to the capitalized debt financing costs is recorded as interest expense in the statement of operations.

F-103

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

5. Goodwill and Intangible Assets

The following table summarizes the changes in the carrying amount of the Company's goodwill for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and the period from January 1, 2011 through February 17, 2011 (Predecessor Company), respectively:


Predecessor Company
Balance as of December 31, 2010	$	15,352,890
Currency exchange		610,416


Balance as of February 17, 2011	$	15,963,306




Successor Company
Goodwill related to the Merger	$	164,672,945


Balance as of December 31, 2012 and 2011	$	164,672,945

The following table summarizes intangible assets and their accumulated amortization for the periods noted:

	December 31, 2012							December 31, 2011

	Gross		Accumulated Amortization			Net		Gross		Accumulated Amortization			Net
Intangible assets subject to amortization
Customer relationships	$	34,165,000	$	(9,093,236	)	$	25,071,764	$	34,165,000	$	(4,212,521	)	$	29,952,479
Global recruitment database		3,745,000		(1,395,458	)		2,349,542		3,745,000		(646,458	)		3,098,542
Proprietary software		730,000		(272,012	)		457,988		730,000		(126,012	)		603,988
Non-compete agreements		1,545,000		(575,696	)		969,304		1,545,000		(266,697	)		1,278,303


Total	$	40,185,000	$	(11,336,402	)	$	28,848,598	$	40,185,000	$	(5,251,688	)	$	34,933,312

The weighted-average amortization period for the intangible assets is 6.7 years at December 31, 2012. In addition, the Company has $24,530,000 capitalized for brand name, as of December 31, 2012 and 2011 which has an indefinite life.

The estimated amortization expense for each of the five years ending December 31, 2017 and thereafter for the definite-lived intangibles is as follows:

2013		2014			2015			2016			2017			Thereafter

$6,085,000		$	6,085,000		$	6,085,000		$	5,046,000		$	4,881,000		$	667,000

F-104

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

6. Property and Equipment

Property and equipment consist of the following:

		December 31,

	Useful Life	2012			2011
Computers, software and other equipment	2 to 3 years	$	4,910,746		$	3,703,395
Automobiles	1 to 3 years		985,230			893,756
Leasehold improvements	Shorter of 7 years or life of lease		1,367,215			780,130
Software	2 to 3 years		2,462,772			1,560,932
Furniture and fixtures	5 years		2,344,622			1,956,704


			12,070,585			8,894,917
Less accumulated depreciation			(3,830,977	)		(2,781,453	)


		$	8,239,608		$	6,113,464

Automobiles include assets acquired under capital lease obligations (Note 15, Commitments and Contingencies). Total depreciation expense for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and for the period from January 1, 2011 through February 17, 2011 (Predecessor Company) was approximately $3,455,000, $2,781,000, and $409,000, respectively.

7. Accrued Expenses

Accrued expenses consist of the following:

	December 31

	2012		2011
Accrued compensation	$	7,386,556	$	5,392,334
Accrued professional fees		460,407		753,250
Volume rebate accrual		6,768,867		3,463,772
Accrued taxes		3,423,096		822,504
Contingency reserve (Note 15)		1,465,223		—
Other		2,437,646		1,617,335


	$	21,941,795	$	12,049,195

F-105

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

8. Restructuring

During the second quarter of 2012, the Company approved a restructuring plan to reduce support costs in its European Operations ("European Restructuring Plan"). The Company offered severance benefits to the terminated employees and eliminated approximately 75 positions. The table below outlines the components of the restructuring charges:

	Year ended December 31, 2012

Severance and benefits	$	6,380,380
Professional fees		2,206,679
Contingency reserve		1,465,223


Total	$	10,052,282

A total of approximately $1.9 million is included in accrued expenses at December 31, 2012 related to the European Restructuring Plan. Of this amount, $1.5 million relates to outstanding contingency claims for certain former employees that were terminated as part of the European Restructuring Plan (Note 15). Of the total charge of $10.1 million, approximately $3.0 million is included in direct costs and a total of approximately $7.1 million is included in selling, general and administrative expenses of the consolidated statement of operations.

9. Debt Facilities

Predecessor Company

In November 2006, RPS, Inc. entered into a bank line of credit agreement (the Credit Agreement), expiring October 31, 2009. The Credit Agreement provided for $15,000,000 of available borrowings, and was subject to certain borrowing base restrictions. Borrowings under the Credit Agreement required interest at the Federal Funds open rate, as defined, plus 1%. The Credit Agreement was secured by all corporate assets and also contained financial and nonfinancial covenants including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity.

In July 2009, the Credit Agreement was amended (the Amended Credit Agreement) to extend the termination date to October 31, 2012. The Amended Credit Agreement also provided for $30,000,000 of available borrowings, and was subject to certain borrowing base restrictions. Borrowings under the Amended Credit Agreement require interest at the Federal Funds open rate, as defined, plus 2%. The Amended Credit Agreement remained secured by all corporate assets and continued the financial and nonfinancial covenants including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity present under the Credit Agreement. This Amended Credit Agreement was repaid and terminated in connection with the Merger (Note 1).

Successor Company

On February 18, 2011, the Company entered into the Senior Secured Credit Facilities (the Senior Secured Credit Facilities). The Senior Secured Credit Facilities consist of a six-year $35,000,000 revolving credit facility (the Revolving Credit Facility) and a six-year $80,000,000 term loan facility (the Term Loan Facility). RPS, Inc. is the borrower under the Senior Secured Credit Facilities and Roy as well as certain

F-106

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

9. Debt Facilities (Continued)

subsidiaries are the guarantors under this facility. The Senior Secured Credit Facilities require quarterly principal payments commencing September 30, 2011 on the Term Loan Facility. The quarterly payments are made as follows: $500,000 for the periods from September 30, 2011 through June 30, 2012, $1,000,000 for the periods from September 30, 2012 through June 30, 2014, $1,500,000 for the periods from September 30, 2014 through June 30, 2015, and $2,000,000 for the periods from September 30, 2015 through December 31, 2016. The final principal payment of $52,000,000 is due on February 17, 2017. Prepayments may be required under defined cash flow events.

In March and April 2012, the Company entered into amendments to the Senior Secured Credit Facilities which, among other modifications, adjusted the applicable margins on both Eurodollar and Base Rate loans, and adjusted certain financial and operating covenant requirements.

The Revolving Credit Facility is available, subject to certain conditions, for general corporate purposes in the ordinary course of business and for other transactions permitted under the Senior Secured Credit Facilities. Borrowings under the Senior Secured Credit Facilities bear interest, at the Company's option, at the base rate or the Eurodollar rate plus a margin. The Revolving Credit Facility is guaranteed by the net assets of Roy RPS and its subsidiaries.

The interest rate on the Term Loan Facility was 6.75% at December 31, 2012 and the interest rate on the Revolving Credit Facility 7.5% at December 31, 2012.

The Company also agreed to pay a commitment fee on the unused portion of the Revolving Credit Facility of 0.25% to 0.50% per annum based upon the ratio of the Company's profit to debt as defined by the Senior Secured Credit Facilities. The commitment fee on unused borrowings for the Revolving Credit Facility was 0.50% for 2012.

The Senior Secured Credit Facilities require compliance with certain financial and operating covenants including a minimum consolidated cash interest coverage ratio and a maximum consolidated net leverage ratio. The Company is not permitted to declare, make or pay any cash dividends to RPS Parent Holding Corp. or other parties. The Company was in compliance with all required debt covenants at December 31, 2012. Upon a change in control, any amounts outstanding under the Senior Secured Credit Facilities shall immediately become due and the facilities shall immediately terminate.

In February 2011, the Company entered into Note Purchase Agreements (Note Purchase Agreements) with Warburg Pincus and other shareholders for an aggregate of $80,000,000 of 9% Subordinated Notes due February 2017. In addition, in April of 2012, the Company entered into an additional Note Purchase Agreement with Warburg Pincus for an additional $10,000,000 of 12% Subordinated Notes due February 2017. We will refer hereinafter to both the 9% Notes and the 12% Notes as "Shareholder Notes" or "Notes". The key provisions of the Shareholder Notes are as follows.

Interest accrues on the principal sum of the Shareholder Notes on a daily basis at an annual rate of 9% for the $80 million of principal and 12% for the $10 million of principal and is due and payable by increasing the principal amount of the Notes in arrears on a semi-annual basis. Any payment-in-kind (PIK) interest and principal will be paid-in-full in cash on the earliest to occur of the maturity date of the Notes (February 2017), a redemption in conjunction with a change of control, or the date under which payment on the Shareholder Notes is no longer restricted under the Senior Secured Credit Facilities and RPS Parent elects to pay the PIK interest. RPS Parent may redeem all or a portion of the Shareholder Notes, at its option and

F-107

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

9. Debt Facilities (Continued)

at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest. If less than all of the Shareholder Notes are redeemed, RPS Parent must redeem the Shareholder Notes ratably amongst all the holders of the Shareholder Notes. The holders of a majority of the outstanding principal under the Shareholder Notes may request redemption at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest upon a change of control.

As long as the Shareholder Notes remain outstanding, the Company will not make any acquisitions, including acquisitions of the stock or assets of another company, except the formation of new subsidiaries and any investment permitted under the terms of the Note Purchase Agreement. As long as the Shareholder Notes remain outstanding, the Company shall not create or enter into any indebtedness other than the Shareholder Notes, indebtedness to subsidiaries, guarantees of subsidiary debt, or other indebtedness not to exceed $12 million. The Shareholder Notes are subordinated to the Senior Secured Credit Facilities.

Owners of approximately 5.1% of the Shareholder Notes are members of management (Management Noteholders). The Management Noteholders may request borrowings (the Tax Notes) from the Company in an amount equal to the annual tax liability of each Management Noteholder under the Notes upon the request of the applicable Management Noteholder. Approximately $100,000 of Tax Notes have been issued through December 31, 2012.

The following summarizes the Company's required debt principal payments under the Term Loan Facility for the next five years and thereafter:

	Term Loan Facility Payment

2013	$	4,000,000
2014		5,000,000
2015		7,000,000
2016		8,000,000
2017		52,000,000


Total	$	76,000,000

10. Income Taxes

Loss before provision for income taxes consists of the following components:

	Successor Company						Predecessor Company

	Year ended December 31, 2012			Period from February 18 through December 31, 2011			Period from January 1 through February 17, 2011
Domestic	$	(16,882,927	)	$	(7,930,412	)	$	(1,046,519	)
Foreign		3,641,059			569,516			(167,546	)


Loss before income taxes	$	(13,241,868	)	$	(7,360,896	)	$	(1,214,065	)

F-108

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

10. Income Taxes (Continued)

The (benefit) provision for income taxes is as follows:

	Successor Company						Predecessor Company

	Year ended December 31, 2012			Period from February 18 through December 31, 2011			Period from January 1 through February 17, 2011
Current:
Federal	$	—		$	—		$	31,411
State		776,496			175,518			(53,680	)
Foreign		1,056,448			1,082,083			99,271


		1,832,944			1,257,601			77,002
Preferred:
Federal		(5,793,872	)		(2,547,462	)		657,566
State		(577,593	)		(498,745	)		125,788
Foreign		(214,169	)		(158,531	)		372,697


		(6,585,634	)		(3,204,738	)		1,156,051


Total	$	(4,752,690	)	$	(1,947,137	)	$	1,233,053

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

	December 31,

	2012			2011
Deferred tax assets:
Net operating loss carryforwards and tax credits	$	6,118,160		$	4,801,395
Interest expense limitation		2,929,931			—
Reserves, deferrals and accrued expenses		633,117			447,425
Stock based compensation		436,118			250,420


Total deferred tax assets		10,117,326			5,499,240
Deferred tax liabilities:
Property, plant and equipment		(600,418	)		(718,723	)
Intangible assets		(20,983,005	)		(23,528,906	)


Total deferred tax liabilities		(21,583,423	)		(24,247,629	)
Valuation allowance for deferred tax assets		(4,519,342	)		(3,822,684	)


Net deferred tax liabilities	$	(15,985,439	)	$	(22,571,073	)




As reported:
Deferred tax assets, current	$	334,543		$	268,357
Deferred tax liabilities, current		—			(54,626	)
Deferred tax liabilities, non-current		(16,319,982	)		(22,784,804	)


Net deferred tax liabilities	$	(15,985,439	)	$	(22,571,073	)

F-109

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

10. Income Taxes (Continued)

FASB ASC 740, Accounting for Income Taxes (FASB ASC 740), requires a company to evaluate its deferred tax assets on a regular basis to determine if a valuation allowance against the net deferred tax assets is required. Pursuant to FASB ASC 740, losses generated by entities that lack a history of prior operating results is significant negative evidence that is difficult to overcome in considering whether deferred tax assets are more likely than not realizable. The Company has concluded, based upon the evaluation of all available evidence, that it is more likely than not that certain foreign deferred tax assets will not be realized, and therefore, the Company has recorded a valuation allowance on those deferred tax assets, as of December 31, 2012.

A reconciliation of income taxes computed at the U.S. federal statutory rate to the provision for income taxes is as follows:

	Successor Company						Predecessor Company

	Year ended December 31, 2012			Period from February 18 through December 31, 2011			Period from January 1 through February 17, 2011
Federal statutory income tax (benefit)	$	(4,634,654	)	$	(2,576,288	)	$	(424,923	)
State taxes, net of federal benefit		227,780			(210,098	)		103,993
Impact of foreign taxes		(916,914	)		(450,344	)		(63,522	)
Increase in valuation allowance		696,658			1,176,213			561,009
Non deductible merger costs		—			—			1,049,105
Other permanent differences		(125,560	)		113,380			7,391


(Benefit from) provision for income taxes	$	(4,752,690	)	$	(1,947,137	)	$	1,233,053

The actual income tax benefit for the year ended December 31, 2011 and the period from February 18, 2011 through December 31, 2011 (Successor Company) was lower than the expected tax benefit using the federal statutory rate due primarily to valuation allowances related to tax benefits for net operating losses generated in certain of the Company's foreign subsidiaries as it may not realize the tax benefit of those operating losses.

The Company has a federal net operating loss carryforward aggregating $4,378,000 as of December 31, 2012 which will expire in 2032.

Additionally, the Company has state net operating loss carryforwards aggregating $2,402,000 as of December 31, 2012 which expire through 2032. The Company has additional state net operating loss carryforwards aggregating $3,719,000 which, if realized, would result in a credit to additional paid-in-capital and which expires through 2030.

The Company has foreign net operating loss carryforwards generated mostly among European affiliates at December 31, 2012 aggregating approximately $15,138,000 of which $6,873,000 have no expiration and the remainder of which expire through 2028.

The Company records accrued interest and penalties related to unrecognized tax benefits in the income tax provision. There have been no material changes to unrecognized tax benefits or accrued interest and penalties during the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and from January 1, 2011 through February 17, 2011

F-110

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

10. Income Taxes (Continued)

(Predecessor Company). The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

The Company files U.S. federal income tax returns as well as income tax returns in various states and for the many foreign jurisdictions in which it operates. The Company may be subject to examination by the various taxing authorities generally for calendar years 2008 through 2012. Additionally, any net operating losses and other tax attribute carryovers that were generated in prior years and utilized in these years may also be subject to examination. The Company cannot predict with certainty how these audits will be resolved and whether the Company will be required to make additional tax payments, which may or may not include penalties and interest. For most states where the Company conducts business, the Company is subject to examination for the preceding three to six years. In certain states, the period could be longer.

Management believes the Company has provided sufficient tax provisions for tax periods that are within the statutory period limitation not previously audited and that are potentially open for examination by taxing authorities. Potential liabilities associated with these years will be resolved when an event occurs to warrant closure, primarily through the completion of audits by the taxing jurisdictions. To the extent audits or other events result in material adjustment to the accrued estimates, the effect would be recognized during the period of the event. There can be no assurance, however, that the ultimate outcome of audits will not have a material adverse impact on the Company's financial position, results of operations or cash flows.

11. Stockholders' Equity

Predecessor Company

RPS, Inc. was authorized to issue up to 1,000,000 shares of preferred stock, $.0001 par value, and 150,000,000 shares of common stock, $.0001 par value. Of the shares authorized, 6,792,271 shares of common stock had been reserved for issuance pursuant to RPS, Inc.'s 2007 equity incentive plan.

Successor Company

There are 66,000,000 authorized shares of common stock of RPS Parent Holding Corp. as of December 31, 2012 and 2011 and 54,442,523 and 54,441,585 shares are issued and outstanding as of December 31, 2012 and December 31,2011, respectively. The majority of the common stock is owned by affiliates of Warburg Pincus. For so long as Warburg Pincus maintains specified ownership percentages of the Company's common stock, they will be entitled to certain protective provisions as defined in the Stockholders Agreement (Stockholders Agreement). This protective provisions would require Warburg Pincus to approve certain significant corporate actions, including any adoption or amendment, modification or supplement to the certificate of incorporation, and incurrence, assumption or any commitment for any indebtedness in excess of $1,000,000, among others.

As of December 31, 2012, 3,081,044 shares of common stock are owned by members of management (Management Stockholders). The Management Stockholders are subject to certain rights and provisions as per the terms of the Stockholders Agreement, which include certain restrictions on the transfer of Management Stockholder shares, tag along rights, put rights and call rights.

F-111

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

11. Stockholders' Equity (Continued)

Put Rights

In the event of a Management Stockholder's termination of service from the Company without cause or for cause or a Management Stockholder's resignation at any time during the period ending on the six-month anniversary of such termination of service, the Management Stockholder may cause the Company to repurchase from the Management Stockholder any shares of common stock held by the Management Stockholder at a repurchase price equal to the fair value of such common stock as of the date of repurchase; provided, that in the event of a Management Stockholder's termination of service from the Company for cause (or a voluntary resignation within 30 days after the occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable) of the common stock, if any, and (ii) the fair value of such common stock as of the date of repurchase.

If a Management Stockholder elects to exercise these put rights, such Management Stockholder must also sell to the Company as a condition to the Company's repayment obligations an amount of the aggregate principal amount of the Shareholder Notes (including any accrued but uncompounded interest thereon) held by such Management Stockholder or any transferees of such Management Stockholder equal to the product of (i) the quotient determined by dividing (A) the number of shares of common stock owned by such Management Stockholder proposed to be sold to the Company, divided by (B) the aggregate number of shares of common stock owned by such Management Stockholder, multiplied by (ii) the aggregate principal amount of Stockholder Notes (including any accrued but uncompounded interest thereon) held by such Management Stockholder or any transferees of such Management Stockholder.

Call Rights

In the event of a Management Stockholder's termination of service from the Company for any reason, at any time during the period ending on the six-month anniversary of such termination, the Company may repurchase from the Management Stockholder any shares of common stock held by such Management Stockholder or any transferees of such Management Stockholder at a repurchase price equal to the fair value as of the date of the repurchase; provided, that in the event of a Management Stockholder's termination of service from the Company for cause (or a voluntary resignation within 30 days after the occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable), if any, and (ii) the fair value of such common stock as of the date of repurchase; provided, further, that the Company shall be precluded from exercising the foregoing repurchase right until the later of six months after an award vests (in the case of a restricted stock reward) or six months after option exercise (in the case of an Option), in which case the repurchase right may be exercised during the six-month period following the date such repurchase right may be exercised.

As a consequence of the aforementioned put and call rights, the 3,081,444 shares of common stock held by the Management Stockholders are considered to be contingently redeemable for financial reporting purposes.

12. Stock Option Plans

Share-based payments to employees, including grants of employee stock options, are required to be recognized in the financial statements based on their fair values. This guidance requires that an entity

F-112

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

12. Stock Option Plans (Continued)

measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such award over the period during which the employee is required to provide service in exchange for the award (vesting period).

RPS, Inc. adopted the 2007 Stock Incentive Plan (the 2007 Incentive Plan) on August 30, 2007. The 2007 Incentive Plan awarded options and restricted stock. In connection with the Merger, on February 18, 2011, a total of 4,571,108 vested options in the 2007 Incentive Plan were cancelled in exchange for the right to receive an amount per share of common stock underlying the applicable stock option equal to the excess, if any, of the Merger consideration of $6.10 per share over the applicable exercise price of such stock option. In addition, a portion of vested options held by senior management were exchanged for options of RPS Parent Holding Corp. The remaining unvested options continue to be governed by the 2007 Incentive Plan, and vesting continuing under the original terms, which was generally over a three year period. The exercise period of awards under the 2007 plan is determined by the Board of Directors or a committee thereof, and may not exceed 10 years from the date of grant.

The RPS Parent Holding Corp. 2011 Stock Incentive Plan adopted on February 18, 2011 (the 2011 Option Plan) authorizes the award of stock-based incentives to eligible participants, including employees of the Company, non-employee directors, and eligible consultants. All stock-based incentives are non-qualified in nature. The 2011 Option Plan provides for three types of awards: time based vesting awards, performance vesting awards and outperformance vesting awards, all of which are described below. The exercise period for these awards cannot exceed ten years from the date of grant. Each option entitles the holder to purchase one share of common stock at the applicable exercise price. The provisions of each type of award are as follows:

Time-Based Vesting awards — As long as the participant remains employed by the Company or its subsidiaries on each vesting date, the awards generally vest and become exercisable on the following schedule: (i) 20% on the first anniversary of the grant date, and (ii) 5% on each three-month anniversary beginning on the fifteenth month following the grant date. Time-based vesting shall only occur on the vesting dates, and there will be no proportional or incremental vesting on the interim dates.

Performance vesting awards — These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 25% but less than 50%. An internal rate of return equal to or greater than 50% will result in vesting of the entire performance vesting tranche.

Outperformance Vesting — These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 50% but less than 75%. An internal rate of return equal to or greater than 75% will result in vesting of the entire outperformance vesting tranche.

F-113

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

12. Stock Option Plans (Continued)

The following table summarizes activity under the 2007 Incentive Plan and the 2011 Option Plan:

					Weighted Average Exercise Price

*Predecessor Company*
Balance at December 31, 2010	4,559,334		3,838,870		$	1.70
Authorized	—		—		$	—
Granted	—		—		$	—
Forfeited/cancelled	11,774		(11,774	)	$	0.40


Balance at February 17, 2011	4,571,108		3,827,096		$	1.70




*Successor Company*
Roll-over from Predecessor	—		1,344,575		$	0.40
Authorized	10,069,615		—		$	—
Granted	(7,078,538	)	7,078,538		$	2.00
Exercised	—		—		$	—
Forfeited/cancelled	—		—		$	—


Balance at December 31, 2011	2,991,077		8,423,113		$	1.75
Authorized	—		—		$	—
Granted	(1,342,728	)	1,342,728		$	2.25
Exercised	938		(938	)	$	2.00
Forfeited/cancelled	888,873		(888,873	)	$	1.91


Balance at December 31, 2012	2,538,160		8,876,030		$	1.80

The per share weighted average fair value of the options granted was estimated at $1.04 and $0.64 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and no grants were issued for the period from January 1, 2011 through February 17, 2011 (Predecessor Company).

At December 31, 2012, 1,857,455 options were exercisable at a weighted average exercise price of $0.90 per share. The weighted average remaining contractual life of all outstanding options at December 31, 2012 was 9.2 years. The weighted average remaining contractual life of vested options at December 31, 2012 was 5.6 years.

Stock-based compensation expense for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and for the period from January 1, 2011 through February 18, 2011 (Predecessor Company), was approximately $474,000 $413,000, and $190,000, respectively, and is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company recognizes the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of time-based awards options granted but not yet vested as of December 31, 2012 was approximately $1,845,000, net of estimated forfeitures, which is expected to be recognized over the weighted average period of 4.5 years.

F-114

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

12. Stock Option Plans (Continued)

Valuation of Time-Based Vesting Awards

The per-share weighted average fair value of time-based vesting awards granted was estimated at $1.11 and $1.00 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and no grants were issued for the period from January 1, 2011 through February 17, 2011 (Predecessor Company) on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions which are based upon the Company's history or industry comparative information:



Expected dividend yield	0.00	%	0.00	%
Expected volatility	55.00	%	55.00	%
Risk-free interest rate	1.29	%	1.43	%
Expected life	6.5 years		6.5 years

The Company's common stock is not publicly traded, as such the expected volatility has been calculated for each date of grant based on an alternative method (defined as the calculated value). The Company identified similar public entities for which share price information is available and has considered the historical volatility of these entities' share prices in determining its estimated expected volatility. The Company used the average volatility of these guideline companies over the expected term calculated using the simplified method pursuant to FASB guidance. The Company estimates the fair value of its common stock using the market and income valuation approaches, with the assistance of a valuation consultant.

Valuation of Performance and Outperformance Vesting Awards

Of the total 1,342,728 options granted during the year ended December 31, 2012, 610,052 are time-based awards, 562,676 are Performance Vesting awards and 170,000 are Outperformance Vesting awards. Of the total 7,078,538 options granted during the period from February 18, 2011 through December 31, 2011 (Successor Period), 1,961,750 are time-based awards, 1,835,250 are Performance Vesting awards and 3,281,538 are Outperformance Vesting awards. The Performance Vesting awards and Outperformance Vesting awards contain both performance and market conditions. The estimated fair value of these awards on the date of grant will be amortized to expense should the performance condition become probable of achievement. As of December 31, 2012 and 2011, the Company has not recognized any compensation expense to date related to these awards as the achievement of the performance condition is not deemed probable.

The Company estimated the fair value of the Performance Vesting awards and the Outperformance Vesting awards on the dates of grant in 2012 and 2011 by using a risk-neutral lattice methodology within a Monte Carlo simulation model. The primary inputs into the model include the estimated fair value of common stock, the exercise price, the risk free rate, stock price volatility and an estimated time until an exit event. The estimated fair value of the Performance Vesting Awards and Outperformance Vesting awards granted during the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Period) was $647,000 and $80,000; and $1.3 million and $1.1 million, respectively,

F-115

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

12. Stock Option Plans (Continued)

which will be recognized to expense when the underlying performance condition is deemed probable of occurrence.

As of February 17, 2011, the unvested options in the 2007 Incentive Plan were carried forward into the Successor period. The number of options and exercise prices were split effected in order to conform with the new equity basis of the Company in the Successor period.

13. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The fair value standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

The fair value guidance describes three levels of input that may be used to measure fair value.

•

Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

•

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following:

•: Quoted prices for similar assets or liabilities in active markets;
•: Quoted prices for identical or similar assets or liabilities in non-active markets;
•: Inputs other than quoted prices that are observable for substantially the full term of the asset or liability; and
•: Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability.

•

Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability.

F-116

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

13. Fair Value Measurements (Continued)

The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis at December 31, 2012 and 2011, respectively:

	2012

	Fair Value at December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured at fair value on a recurring basis:
Cash and cash equivalents	$	16,903,458	$	16,903,458	$	—	$	—
Restricted cash		5,054,826		5,054,826		—		—
Derivatives — interest rate collar (Note 14)		13,812		—		—		13,812


Total	$	21,972,096	$	21,958,284	$	—	$	13,812

	2011

	Fair Value at December 31, 2011		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured at fair value on a recurring basis:
Cash and cash equivalents	$	10,049,214	$	10,049,214	$	—	$	—
Restricted cash		10,138,385		10,138,385		—		—
Derivatives — interest rate Collar (Note 14)		275,331		—		—		275,331


Total	$	20,462,930	$	20,187,599	$	—	$	275,331

The reconciliation of the interest rate collar measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:

	Interest Rate Collar

Balance at February 18, 2011	$	—
Initial value		366,000
Change in fair value		(90,669	)


Balance at December 31, 2011		275,331
Change in fair value		(261,519	)


Balance at December 31, 2012	$	13,812

Interest rate collars are valued using discounted cash flows. The key input used is the LIBOR rate, which is observable at quoted intervals for the term of the cap. Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill. On February 18, 2011, the Company estimated the fair value of intangible assets in connection with the Merger using the income approach and

F-117

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

13. Fair Value Measurements (Continued)

the replacement cost approach. For these assets and liabilities, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired.

14. Derivative Financial Instruments

The Company manages interest rate exposure by using an interest rate collar agreement to reduce the variability of cash flows in interest payments for the principal amount of variable-rate debt. In August 2011, the Company entered into interest rate collar agreement with an aggregate notional principal amount of $80,000,000. This collar is used to hedge the variable rate of the Company's Senior Secured Credit Facilities. The Company paid $366,000 to enter into the interest rate collar, which is recorded in long-term assets. The interest rate collar is classified as an ineffective hedge, and changes in the fair value are recorded in interest expense. The fair value of the interest rate collar was $13,812 and $275,331 as of December 31, 2012 and 2011, respectively, and the Company recorded $261,519 and $90,669 of interest expense for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively, in order to mark the interest rate collar to fair value.

	Asset Derivatives

	2012			2011
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Balance Sheet Classification
Derivatives not designated as hedging instruments:
Interest rate collar	Other assets	$	13,812	Other assets		275,331

	Year Ended December 31, 2012				Year Ended December 31, 2012

	Location of Gain or Loss	Amount of Gain or Loss			Location of Gain or Loss	Amount of Gain or Loss
Derivatives not designated as cash flow hedge:
Interest rate collar	Interest expense	$	(261,519	)	Interest expense	$	(90,669	)

15. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various leases. The Company's current lease for its corporate headquarters expires in June 2017. Rent expense under such arrangements, including for rent obligations around the world, was approximately $5,266,000 and $4,520,000 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and $779,000 for the period from January 1, 2011 through February 17, 2011 (Predecessor Company). The Company is the lessee of approximately $1,000,000 of automobiles under capital leases expiring through 2015. The automobiles are recorded at the present value of minimum lease payments and are amortized over their estimated useful lives. Amortization of the assets under capital lease agreements of approximately $298,000 and $365,000 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and $61,000 for the period from January 1, 2011 through February 17, 2011 (Predecessor Company), is included in depreciation expense for the respective periods.

F-118

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Year Ended December 31, 2012

15. Commitments and Contingencies (Continued)

Future minimum lease payments subsequent to December 31, 2012 under capital and non- cancelable operating leases are as follows:

	Capital Leases			Operating Leases

2013	$	321,620		$	8,316,787
2014		333,675			6,697,043
2015		297,524			5,321,438
2016		—			3,553,486
2017		—			1,319,863
Thereafter		—			25,621


Total minimum lease payments	$	952,819		$	25,234,238




Less amount representing interest		(78,153	)


Present value of net minimum lease payments	$	874,666

The Company recorded an accrual in the amount of $1.5 million at December 31, 2012 related to outstanding claims in accordance with the European Restructuring Plan (Note 8). This accrual has been recorded based on management's best estimate of the range of the probable loss related to these disputes in accordance with the provisions of ASC 450, Contingencies. These estimates are based on management's assessment of the facts and circumstances for each of the outstanding matters, which includes analyses by external legal counsel. These estimates are subject to considerable judgment.

The Company is involved in various other claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company's financial position, results of operations or cash flows.

16. Subsequent Events

The Company has evaluated subsequent events through March 28, 2013, which represents the date these financial statements were available to be issued.

F-119

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2013			December 31, 2012

	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	15,720,435		$	16,903,458
Restricted cash		4,969,086			5,054,826
Accounts receivable, less allowance for doubtful accounts of $856,000 at June 30, 2013 and $826,000 at December 31, 2012, respectively		96,098,243			93,254,327
Deferred tax asset		334,543			334,543
Prepaid expenses and other current assets		5,959,372			4,534,596


Total current assets		123,081,679			120,081,750
Property and equipment, net		7,498,324			8,239,608
Other assets		5,307,117			5,457,462
Deferred financing costs		3,027,516			3,507,482
Intangible assets subject to amortization, net		50,336,241			53,378,598
Goodwill		164,672,945			164,672,945


Total assets	$	353,923,822		$	355,337,845




Liabilities and stockholders' equity
Current liabilities:
Accounts payable	$	6,213,929		$	4,277,646
Accrued expenses		19,607,474			21,941,795
Customer deposits		8,469,086			9,554,826
Deferred revenue		15,737,446			17,785,402
Line of credit		13,400,000			7,910,000
Current portion of capital lease obligations		340,143			271,420
Current portion of long -term debt		4,000,000			4,000,000
Current portion of shareholder notes		254,754			—
Other current liabilities		1,157,617			828,980


Total current liabilities		69,180,449			66,570,069
Deferred tax liability		11,223,030			16,319,982
Other liabilities		1,165,818			1,397,662
Capital lease obligations, less current portion		405,279			603,246
Long -term debt		71,000,000			72,000,000
Shareholder notes		109,618,090			105,060,959


Total liabilities		262,592,666			261,951,918
Stockholders' equity:
Common stock, $.0001 par value:
Authorized shares — 66,000,000 at June 30, 2013 and December 31, 2012, issued and outstanding shares — 54,443,847 and 54,442,523 at June 30, 2013 and December 31, 2012, respectively		544,438			544,425
Additional paid-in capital		106,321,520			105,999,309
Accumulated other comprehensive income		676,023			745,130
Accumulated deficit		(16,210,825	)		(13,902,937	)


Total stockholders' equity		91,331,156			93,385,927


Total liabilities and stockholders' equity	$	353,923,822		$	355,337,845

Please see accompanying notes.

F-120

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Six Months Ended June 30,

	2013			2012
	(unaudited)
Service revenue	$	224,004,149		$	204,404,610
Reimbursement revenue		19,953,646			18,243,148


Total revenue		243,957,795			222,647,758
Direct costs		177,849,026			163,005,524
Reimbursable out-of-pocket costs		19,953,646			18,243,148
Selling, general, and administrative expenses		38,235,885			35,200,346
Depreciation and amortization		4,355,761			4,691,433


Income from operations		3,563,477			1,507,307
Interest expense		(8,558,119	)		(8,004,453	)
Other income (expense), net		106,598			(38,799	)


Loss before income taxes		(4,888,044	)		(6,535,945	)
Benefit from income taxes		(2,580,156	)		(2,346,404	)


Net loss	$	(2,307,888	)	$	(4,189,541	)

Please see accompanying notes.

F-121

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

	Six Months Ended June 30,

	2013			2012
	(unaudited)
Net loss, as reported	$	(2,307,888	)	$	(4,189,541	)
Other comprehensive loss:
Foreign currency translation adjustment		(69,107	)		(205,051	)


Comprehensive loss	$	(2,376,995	)	$	(4,394,592	)

Please see accompanying notes.

F-122

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30,

	2013			2012
	(unaudited)
Net loss	$	(2,307,888	)	$	(4,189,541	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		4,355,761			4,691,433
Stock-based compensation		246,852			216,066
Excess tax benefit from stock-based compensation		(72,723	)		(260,831	)
Deferred tax benefit		(5,096,952	)		(3,292,817	)
Non-cash interest expense		5,446,837			4,775,733
Changes in operating assets and liabilities:
Accounts receivable		(2,916,053	)		(17,875,124	)
Prepaid expenses and other assets		(883,646	)		135,577
Accounts payable		1,964,946			430,763
Accrued expenses and other liabilities		(3,339,631	)		6,015,715
Deferred revenue		(1,941,241	)		1,404,474


Net cash used in operating activities		(4,543,738	)		(7,948,552	)
Investing activities
Purchase of property and equipment		(661,452	)		(2,576,257	)
Investment in unconsolidated joint venture		(346,087	)		—


Net cash used in investing activities		(1,007,539	)		(2,576,257	)
Financing activities
Net borrowings on line of credit		5,490,000			4,150,000
Principal payments on capital lease obligations		(129,243	)		(109,874	)
Proceeds from shareholder notes		—			10,000,000
Principal payments on long-term debt		(1,000,000	)		(1,000,000	)
Excess tax benefit from stock-based compensation		72,723			260,831
Payments on deferred equity financing costs		—			(534,236	)
Proceeds from exercise of options		2,648			—


Net cash provided by financing activities		4,436,128			12,766,721
Effect of exchange rates on cash and cash equivalents		(67,874	)		(40,267	)


Net change in cash and cash equivalents		(1,183,023	)		2,201,645
Cash and cash equivalents, beginning of period		16,903,458			10,049,214


Cash and cash equivalents, end of period	$	15,720,435		$	12,250,859




Supplemental disclosures of cash flow information
Cash paid during the period for:
Interest	$	2,802,404		$	3,220,003


Income taxes	$	1,774,564		$	134,613


Supplemental disclosures of noncash investing activities
Purchase of equipment financed by capital lease	$	—		$	820,404

Please see accompanying notes.

F-123

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 (UNAUDITED)

1. Business and Organization

RPS Parent Holding Corp. and Subsidiaries (the "Company" or "RPS") is a global next generation clinical research organization (CRO) serving biotechnology and pharmaceutical companies, which the Company refers to collectively as the biopharmaceutical industry. The Company's business model combines the expertise of a traditional CRO with the ability to provide flexible outsourcing solutions that are fully integrated within the Company's clients' clinical infrastructure. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development that meets the varied needs of small, medium and large biopharmaceutical companies.

The Company owns subsidiaries in sixty-three countries along with a joint venture in one country with its core operations located in North America, Latin America, Europe and Asia. The Company's revenues are generated primarily from clients located in the United States.

2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the financial position at June 30, 2013, and the results from operations, comprehensive income (loss) and cash flows for the six months ended June 30, 2013 and 2012, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements. The operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations for interim reporting. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended December 31, 2012.

New Accounting Pronouncements

During the fiscal first quarter of 2013, the Company adopted the Financial Accounting Standards Board (FASB) guidance and amendments related to testing indefinite-lived intangible assets for impairment. Under the amendments in this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to determine the fair value. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. This update became effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this standard is not expected to have a material impact on the Company's results of operations, cash flows or financial position.

New Accounting Pronouncements

In July 2013, the FASB adopted clarifying guidance on the presentation of unrecognized tax benefits when various qualifying tax credits exist. The amendment requires that unrecognized tax benefits be presented on

F-124

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

the Consolidated Balance Sheet as a reduction to deferred tax assets created by net operating losses or other tax credits from prior periods that occur in the same taxing jurisdiction. To the extent that the unrecognized tax benefit exceeds these credits, it shall be presented as a liability. This update is required to be adopted for all annual periods and interim reporting periods beginning after December 15, 2013, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the presentation of the Company's financial position.

Use of Estimates

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash and Customer Deposits

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company's revenues and accounts receivable are derived from biopharmaceutical companies located in the United States. The Company's four largest customers accounted for approximately 23%, 15%, 13% and 13%, respectively, of service revenue for the six months ended June 30, 2013. The Company's three largest customers accounted for approximately 20%, 18% and 10%, respectively, of service revenue for the six months ended June 30, 2012.

The Company's largest customer accounted for approximately 16% of the accounts receivable balance as of June 30, 2013. The Company's two largest customers account for approximately 20% and 15%, respectively, of the accounts receivable balance as of December 31, 2012. No other customers represented more than 10% of service revenues or accounts receivable during these periods.

Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

F-125

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

Derivative Financial Instruments

All derivatives are measured at fair value and recognized as either assets or liabilities on the condensed consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of other comprehensive income and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur. The Company utilizes an interest rate collar agreement to manage changes in market conditions related to debt obligations.

Fair Value of Financial Instruments

Property and Equipment

Goodwill and Intangible Assets

Intangible assets consist primarily of customer relationships, brand names, proprietary software and information, non-compete agreements and goodwill. Finite-lived intangible assets are amortized on a straight-line basis over the following periods: customer relationships — seven years, proprietary software and information — five years, and non-compete agreements — five years. Indefinite-lived intangible assets are not amortized and consist of the Company's brand name. Goodwill represents the excess of the cost over the estimated fair value of net assets acquired in business combinations.

The Company accounts for goodwill, customer relationships, brand names, proprietary software and information and non-compete agreements in accordance with the FASB guidance for intangible assets. Goodwill is tested for impairment on an annual basis (as of October 1 of each year) and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company below its carrying value. If the fair value of the Company is less than the carrying value, goodwill may be impaired, and will be written down to its estimated fair market value, if necessary. For indefinite-lived intangibles, the annual impairment test consists of comparing the fair value of the asset to the carrying value.

Goodwill and Intangible Assets

F-126

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue and Cost Recognition

FASB guidance requires reimbursable out-of-pocket expenses to be classified as revenue in the statements of income. Reimbursements for out-of-pocket expenses, included in total revenue in the Company's consolidated statements of income, were $19,954,000 and $18,243,000 for the six months ended June 30, 2013 and 2012, respectively.

The Company excludes investigator fees from its out-of-pocket expenses because these fees are funded from the customer's restricted cash and are recorded on a "pass-through basis" without risk or reward to the Company. Investigator fees paid on behalf of clients were approximately $6,206,000 and $7,113,000 for the six months ended June 30, 2013 and 2012, respectively.

Income Taxes

The Company has recorded a tax benefit for the current period which reflects the fact that it is subject to tax in multiple jurisdictions, consistent with the requirements of ASC 740-270.

Foreign Currency Translation

F-127

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

statements of operations' amounts have been translated using average exchange rates in effect over the relevant periods. Foreign currency transactional gains (losses) have been reflected as a component of the Company's condensed consolidated statements of operations within other income (expense), net.

Stock-Based Compensation

Geographic Information

The Company's non-U.S. operations accounted for approximately 20% and 17% of service revenue during the six months ended June 30, 2013 and 2012, respectively. In addition, approximately 26% and 29% of the Company's consolidated tangible assets were located in foreign locations at June 30, 2013 and December 31, 2012, respectively.

	Americas		Europe		Asia-Pacific		Total

Service revenue from customers ⁽¹⁾
Six months ended June 30, 2013	$	198,284,855	$	17,067,719	$	8,651,575	$	224,004,149
Six months ended June 30, 2012		184,251,119		13,791,376		6,362,115		204,404,610
Long-lived assets ⁽²⁾
As of June 30, 2013		5,858,149		1,077,659		562,516		7,498,324
As of December 31, 2012		6,226,816		1,165,899		846,893		8,239,608

(1): Service revenue is attributable to geographic locations based on the physical location where the services are performed.
(2): Long-lived assets represent the net book value of property and equipment.

3. Restatement

F-128

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

4. Joint Venture

In March 2013, the Company entered into a joint venture agreement with Asklep Inc. This joint venture is based in Tokyo, Japan and is 51%-owned and 49%-owned by Asklep Inc. and the Company, respectively. The joint venture will provide research and development outsourcing solutions in Japan to the biopharmaceutical and medical device industries. The Company contributed approximately $346,000 to the joint venture during May of 2013. The joint venture is accounted for under the equity method of accounting. Through June 30, 2013, there has been no substantive activity of the joint venture, and accordingly the $346,000 is included in other long -term assets on the condensed consolidated balance sheet at June 30, 2013.

5. Goodwill and Intangible Assets

There have been no changes in the goodwill balance from December 31, 2012 through June 30, 2013.

The following tables summarize intangible assets and their amortization as of:

Intangible assets subject to amortization:	Gross		June 30, 2013 Accumulated Amortization			Net

Customer contracts and lists	$	34,165,000	$	(11,533,593	)	$	22,631,407
Global recruitment database		3,745,000		(1,769,958	)		1,975,042
Proprietary software		730,000		(345,012	)		384,988
Non-compete agreements		1,545,000		(730,196	)		814,804


Total	$	40,185,000	$	(14,378,759	)	$	25,806,241

Intangible assets subject to amortization:	Gross		December 31, 2012 Accumulated Amortization			Net

Customer contracts and lists	$	34,165,000	$	(9,093,236	)	$	25,071,764
Global recruitment database		3,745,000		(1,395,458	)		2,349,542
Proprietary software		730,000		(272,012	)		457,988
Non-compete agreements		1,545,000		(575,696	)		969,304


Total	$	40,185,000	$	(11,336,402	)	$	28,848,598

The weighted-average amortization period for the intangible assets is 6.1 years at June 30, 2013. In addition, the Company has $24,530,000 capitalized for brand name, as of June 30, 2013 and December 31, 2012, respectively, which has an indefinite life.

The estimated amortization expense for the six months ending December 31, 2013 and each of the four years ending December 31, 2017 and thereafter for the definite-lived intangibles is as follows:

	Year ended

Six months ended December 31, 2013	2014		2015		2016		2017		Thereafter
$3,042,500	$	6,085,000	$	6,085,000	$	5,046,000	$	4,881,000	$	667,000

F-129

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

6. Restructuring

During the second half of 2012, the Company implemented a restructuring plan to reduce support costs in its European Operations ("European Restructuring Plan"). The Company offered severance benefits to the terminated employees and eliminated approximately 75 positions. The table below outlines the components of the restructuring charges, the payments made, and the remaining accrued balance, for the periods noted:

	Charges		Payments		Accrued Balance		Charges		Payments		Accrued Balance

	Year Ended As of December 31, 2012						Six months ended As of June 30, 2013
Severance and benefits	$	6,380,380	$	5,959,091	$	421,289	$	390,755	$	723,271	$	88,773
Professional fees		2,206,679		2,206,679		—		208,340		208,340		—
Contingency reserve		1,465,223		—		1,465,223		—		630,456		834,767


Total	$	10,052,282	$	8,165,770	$	1,886,512	$	599,095	$	1,562,067	$	923,540

Of the total charge of $10,100,000 during the year ended December 31, 2012, approximately $3,000,000 is included in direct costs and a total of approximately $7,100,000 is included in selling, general and administrative expenses on the condensed consolidated statement of operations. Of the total cost incurred in 2012, a total of approximately $1,125,000 was recorded during the six months ended June 30, 2012, which is included within selling, general and administrative expenses. Of the total charge of $599,000 recorded in the six months ended June 30, 2013, approximately $384,000 is included in direct costs and $215,000 in selling, general and administrative expenses on the condensed consolidated statement of operations.

In the second quarter of 2013 the Company restructured the U.S operations, ("U.S. Restructuring Plan"). The Company offered severance benefits to the terminated employees and eliminated approximately 30 positions. The table below outlines the components of the restructuring charges, the payments made and the remaining accrued balance for the periods noted:

	Charges		Payments		Accrued Balance

	Six months ended As of June 30, 2013
Severance and benefits	$	2,073,000	$	339,000	$	1,734,000

Of the total charge of $2,073,000, approximately $587,000 is included in direct costs and a total of approximately $1,486,000 is included in selling, general and administrative expenses in the condensed consolidated statement of operations.

The severance and benefits charge of $2,073,000 recorded during the six months ended June 30, 2013 includes a severance of $700,000 for a former executive officer of the Company, all of which remains accrued for as of June 30, 2013. In addition to these severance benefits, the Company also agreed to settle certain vested stock options for cash, and to repurchase common shares held by this executive as well as to repay this executive's outstanding shareholder notes. The option settlements repurchase of common shares and repayment of shareholder notes are scheduled to occur in the second half of 2013, with the exact payment dates and amounts contingent on whether or not a qualifying change of control occurs, as defined. Should a change of control not occur, the aggregate payment to be made to the executive for the option

F-130

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

6. Restructuring (Continued)

settlements, repurchase of common shares and repayment of shareholder notes is approximately $678,000. A total of approximately $255,000 of the executive's shareholder notes have been classified as current liabilities as of June 30, 2013, as settlement will occur within the second half of 2013. In addition, should a qualifying change of control occur by December 31, 2013, the executive will also be entitled to a transactional bonus based on the aggregate transaction value ("Transaction Value"), as defined. This transactional bonus would be paid out of the proceeds received from the qualifying change of control.

7. Debt Facilities

On February 18, 2011, the Company entered into the Senior Secured Credit Facilities. The Senior Secured Credit Facilities consist of a six-year $35,000,000 revolving credit facility (the Revolving Credit Facility) and a six-year $80,000,000 term loan facility (the Term Loan Facility). RPS, Inc. is the borrower under the Senior Secured Credit Facilities and Roy RPS Holdings Corp. ("Roy RPS") as well as certain subsidiaries are the guarantors under this facility. The Senior Secured Credit Facilities require quarterly principal payments commencing September 30, 2011 on the Term Loan Facility. The quarterly payments are made as follows: $500,000 for the periods from September 30, 2011 through June 30, 2012, $1,000,000 for the periods from September 30, 2012 through June 30, 2014, $1,500,000 for the periods from September 30, 2014 through June 30, 2015, and $2,000,000 for the periods from September 30, 2015 through December 31, 2016. The final principal payment of $52,000,000 is due on February 17, 2017. Prepayments may be required under defined cash flow events.

The interest rate on the Term Loan Facility was 6.75% at June 30, 2013 and the interest rate on the Revolving Credit Facility 7.5% at June 30, 2013. At June 30, 2013 there was $13,400,000 in borrowings outstanding on the revolving credit facility.

The Senior Secured Credit Facilities require compliance with certain financial and operating covenants including a minimum consolidated cash interest coverage ratio and a maximum consolidated net leverage ratio. The Company is not permitted to declare, make or pay any cash dividends to RPS Parent Holding Corp. or other parties. The Company was in compliance with all required debt covenants at June 30, 2013. Upon a change in control, any amounts outstanding under the Senior Secured Credit Facilities shall immediately become due and the facilities shall immediately terminate.

F-131

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

7. Debt Facilities (Continued)

In February 2011, the Company entered into Note Purchase Agreements with Warburg Pincus and other shareholders for an aggregate of $80,000,000 of 9% Subordinated Notes due February 2017. In addition, in April of 2012, the Company entered into an additional Note Purchase Agreement with Warburg Pincus for an additional $10,000,000 of 12% Subordinated Notes due February 2017. We will refer hereinafter to both the 9% Notes and the 12% Notes as "Shareholder Notes" or "Notes". The key provisions of the Shareholder Notes are as follows.

Interest accrues on the principal sum of the Shareholder Notes on a daily basis at an annual rate of 9% for the $80,000,000 of principal and 12% for the $10,000,000 of principal and is due and payable by increasing the principal amount of the Notes in arrears on a semi-annual basis. Any payment-in-kind (PIK) interest and principal will be paid-in-full in cash on the earliest to occur of the maturity date of the Notes (February 2017), a redemption in conjunction with a change of control, or the date under which payment on the Shareholder Notes is no longer restricted under the Senior Secured Credit Facilities and RPS Parent elects to pay the PIK interest. RPS Parent may redeem all or a portion of the Shareholder Notes, at its option and at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest. If less than all of the Shareholder Notes are redeemed, RPS Parent must redeem the Shareholder Notes ratably amongst all the holders of the Shareholder Notes. The holders of a majority of the outstanding principal under the Shareholder Notes may request redemption at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest upon a change of control.

As long as the Shareholder Notes remain outstanding, the Company will not make any acquisitions, including acquisitions of the stock or assets of another company, except the formation of new subsidiaries and any investment permitted under the terms of the Note Purchase Agreement. As long as the Shareholder Notes remain outstanding, the Company shall not create or enter into any indebtedness other than the Shareholder Notes, indebtedness to subsidiaries, guarantees of subsidiary debt, or other indebtedness not to exceed $12,000,000. The Shareholder Notes are subordinated to the Senior Secured Credit Facilities.

Owners of approximately 4.4% of the Shareholder Notes are members of management (Management Noteholders). The Management Noteholders may request borrowings (the Tax Notes) from the Company in an amount equal to the annual tax liability of each Management Noteholder under the Notes upon the request of the applicable Management Noteholder. Approximately $218,000 of Tax Notes have been issued through June 30, 2013.

The following summarizes the Company's required debt principal payments under the Term Loan Facility for the next five years and thereafter:

	Term Loan Facility Payment

For the six months ending December 31, 2013	$	3,000,000
2014		5,000,000
2015		7,000,000
2016		8,000,000
2017		52,000,000


Total	$	75,000,000

F-132

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

8. Stockholders' Equity

There are 66,000,000 authorized shares of common stock of RPS Parent Holding Corp. as of June 30, 2013 and December 31, 2012 and 54,443,847 and 54,442,523 shares are issued and outstanding as of June 30, 2013 and December 31, 2012, respectively. The majority of the common stock is owned by affiliates of Warburg Pincus. For so long as Warburg Pincus maintains specified ownership percentages of the Company's common stock, they will be entitled to certain protective provisions as defined in the Stockholders Agreement. These protective provisions would require Warburg Pincus to approve certain significant corporate actions, including any adoption or amendment, modification or supplement to the certificate of incorporation, and incurrence, assumption or any commitment for any indebtedness in excess of $1,000,000, among others.

As of June 30, 2013, 2,709,884 shares of common stock are owned by members of management (Management Stockholders). The Management Stockholders are subject to certain rights and provisions as per the terms of the Stockholders Agreement, which include certain restrictions on the transfer of Management Stockholder shares, tagalong rights, put rights and call rights.

Put Rights

Call Rights

F-133

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

8. Stockholders' Equity (Continued)

occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable), if any, and (ii) the fair value of such common stock as of the date of repurchase; provided, further, that the Company shall be precluded from exercising the foregoing repurchase right until the later of six months after an award vests (in the case of a restricted stock reward) or six months after option exercise (in the case of an Option), in which case the repurchase right may be exercised during the six-month period following the date such repurchase right may be exercised.

As a consequence of the aforementioned put and call rights, the 2,709,884 shares of common stock held by the Management Stockholders are considered to be contingently redeemable for financial reporting purposes.

9. Stock Option Plans

The Company adopted the 2007 Stock Incentive Plan (the 2007 Incentive Plan) on August 30, 2007. The 2007 Incentive Plan awarded options and restricted stock. In connection with the acquisition of the Company in February 2011, a total of 4,571,108 vested options in the 2007 Incentive Plan were cancelled in exchange for the right to receive an amount per share of common stock underlying the applicable stock option equal to the excess, if any, of the merger consideration of $6.10 per share over the applicable exercise price of such stock option. In addition, a portion of vested options held by senior management were exchanged for options of RPS Parent Holding Corp. The remaining unvested options continue to be governed by the 2007 Incentive Plan, and vesting continuing under the original terms, which was generally over a three-year period. The exercise period of awards under the 2007 Incentive plan is determined by the Board of Directors or a committee thereof, and may not exceed 10 years from the date of grant.

The RPS Parent Holding Corp. 2011 Stock Incentive Plan adopted on February 18, 2011 (the 2011 Option Plan) authorizes the award of stock-based incentives to eligible participants, including employees of the Company, non-employee directors, and eligible consultants. All stock-based incentives are non-qualified in nature. The 2011 Option Plan provides for three types of awards: time-based vesting awards, performance vesting awards and outperformance vesting awards, all of which are described below. The exercise period for these awards cannot exceed ten years from the date of grant. Each option entitles the holder to purchase one share of common stock at the applicable exercise price. The provisions of each type of award are as follows:

F-134

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

9. Stock Option Plans (Continued)

Outperformance Vesting awards — These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 50% but less than 75%. An internal rate of return equal to or greater than 75% will result in vesting of the entire outperformance vesting tranche.

The following table summarizes activity under the 2011 Option Plan:

					Weighted-Average Exercise Price

Balance, December 31, 2012	2,538,160		8,876,030		$	1.80
Authorized	—		—		$	—
Granted	(225,000	)	225,000		$	2.75
Exercised	1,324		(1,324	)	$	2.25
Forfeited/cancelled	163,732		(163,732	)	$	2.00


Balance, June 30, 2013	2,478,216		8,935,974		$	1.82

At June 30, 2013, 2,040,285 options were exercisable at a weighted-average exercise price of $0.99 per share. The weighted-average remaining contractual life of all outstanding options at June 30, 2013 was 8.2 years. The weighted-average remaining contractual life of vested options at June 30, 2013 was 7.1 years.

Stock-based compensation expense for the six months ended June 30, 2013 and June 30, 2012 was approximately $247,000 and $216,000, respectively, and is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company recognizes the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of time-based awards options granted but not yet vested as of June 30, 2013 was approximately $1,903,000, net of estimated forfeitures, which is expected to be recognized over the weighted-average period of 4.0 years.

Valuation of Time-Based Vesting Awards

The per-share weighted-average fair value of time-based vesting awards granted was estimated at $1.49 and $1.07 for the six months ended June 30, 2013 and June 30, 2012, respectively; on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions which are based upon the Company's history or industry comparative information:

	Six Months Ended June 30, 2013	Six Months Ended June 30, 2012

Expected dividend yield	0.00%	0.00%
Expected volatility	55.00%	55.00%
Risk-free interest rate	1.53%	1.61%
Expected life	6.5 years	6.5 years

F-135

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

9. Stock Option Plans (Continued)

The Company's common stock is not publicly traded; as such, the expected volatility has been calculated for each date of grant based on an alternative method (defined as the calculated value). The Company identified similar public entities for which share price information is available and has considered the historical volatility of these entities' share prices in determining its estimated expected volatility. The Company used the average volatility of these guideline companies over the expected term calculated using the simplified method pursuant to FASB guidance. The Company estimates the fair value of its common stock using the market and income valuation approaches, with the assistance of a valuation consultant.

Valuation of Performance and Outperformance Vesting Awards

Of the total 8,935,974 options granted outstanding at June 30, 2013, 3,756,901 are time-based awards, 2,140,035 are Performance Vesting awards and 3,039,038 are Outperformance Vesting awards. The Performance Vesting awards and Outperformance Vesting awards contain both performance and market conditions. The estimated fair value of these awards on the date of grant will be amortized to expense should the performance condition become probable of achievement. As of June 30, 2013, the Company has not recognized any compensation expense to date related to these awards as the achievement of the performance condition is not deemed probable.

The Company estimated the fair value of the Performance Vesting awards and the Outperformance Vesting awards on the dates of grant by using a risk-neutral lattice methodology within a Monte Carlo simulation model. The primary inputs into the model include the estimated fair value of common stock, the exercise price, the risk-free rate, stock price volatility and an estimated time until an exit event. There were no Performance Vesting Awards or Outperformance Vesting Awards issued during the six months ended June 30, 2013. The estimated fair value of the Performance Vesting Awards and Outperformance Vesting awards granted during the year ended December 31, 2012 was $647,000 and $1,300,000 respectively, which will be recognized to expense when the underlying performance condition is deemed probable of occurrence.

10. Fair Value Measurements

The fair value guidance describes three levels of input that may be used to measure fair value.

•

•: Quoted prices for similar assets or liabilities in active markets;
•: Quoted prices for identical or similar assets or liabilities in non-active markets;

F-136

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

10. Fair Value Measurements (Continued)

•: Inputs other than quoted prices that are observable for substantially the full term of the asset or liability; and
•: Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability.

•: Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability.

The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis at June 30, 2013 and December 31, 2012, respectively:

	2013

	Fair Value at June 30, 2013		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured at fair value on a recurring basis:
Cash and cash equivalents	$	15,720,435	$	15,720,435	$	—	$	—
Restricted cash		4,969,086		4,969,086		—		—
Derivatives — interest rate collar (Note 11)		5,728		—		—		5,728


Total	$	20,695,249	$	20,689,521	$	—	$	5,728

	2012

	Fair Value at December 31, 2012		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets measured at fair value on a recurring basis:
Cash and cash equivalents	$	16,903,458	$	16,903,458	$	—	$	—
Restricted cash		5,054,826		5,054,826		—		—
Derivatives — interest rate collar (Note 11)		13,812		—		—		13,812


Total	$	21,972,096	$	21,958,284	$	—	$	13,812

F-137

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

10. Fair Value Measurements (Continued)

The reconciliation of the interest rate collar measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:

	Interest Rate Collar

Balance at December 31, 2012	$	13,812
Change in fair value		(8,084	)


Balance at June 30, 2013	$	5,728

11. Derivative Financial Instruments

The Company manages interest rate exposure by using an interest rate collar agreement to reduce the variability of cash flows in interest payments for the principal amount of variable-rate debt. In August 2011, the Company entered into interest rate collar agreement with an aggregate notional principal amount of $80,000,000. This collar is used to hedge the variable rate of the Company's Senior Secured Credit Facilities. The Company paid $366,000 to enter into the interest rate collar, which is recorded in long-term assets. The interest rate collar is classified as an ineffective hedge, and changes in the fair value are recorded in interest expense. The fair value of the interest rate collar was $5,728 and $13,812 at June 30, 2013 and December 31, 2012, respectively, and the Company recorded $8,084 and $203,117 of interest expense during the six months ended June 30, 2013 and June 30, 2012, respectively, in order to mark the interest rate collar to fair value.

	Asset Derivatives

	June 30, 2013			December 31, 2012
	Balance Sheet Classification	Fair Value		Balance Sheet Classification	Fair Value
Derivatives not designated as hedging instruments:
Interest rate collar	Other assets	$	5,728	Other assets	$	13,812

	Six months ended June 30, 2013				Six months ended June 30, 2012

	Location of Gain or Loss	Amount of Gain or Loss			Location of Gain or Loss	Amount of Gain or Loss
Derivatives not designated as cash flow hedge:
Interest rate collar	Interest expense	$	(8,084	)	Interest expense	$	(203,117	)

12. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various operating leases. The Company's current lease for its corporate headquarters expires in June 2017. Rent and equipment expense under such lease arrangements was approximately $4,216,000 and $3,619,000 during the six months ended June 30, 2013 and 2012, respectively. The Company is the

F-138

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

12. Commitments and Contingencies (Continued)

lessee of approximately $796,000 of automobiles and equipment under capital leases expiring through 2015. The equipment is recorded at the present value of minimum lease payments and is amortized over its estimated useful life. Amortization of the assets under capital lease agreements of approximately $129,000 and $155,000 for the six months ended June 30, 2013 and 2012, respectively, and is included in depreciation expense.

Future minimum lease payments subsequent to June 30, 2013 under capital and noncancelable operating leases are as follows:

	Capital Leases			Operating Leases

Six months ending December 31, 2013	$	165,015		$	3,915,934
2014		333,675			6,697,043
2015		297,524			5,321,438
2016		—			3,553,486
2017		—			1,319,863
Thereafter		—			25,621


Total minimum lease payments		796,214		$	20,833,385




Less amount representing interest		(50,792	)


Present value of net minimum lease payments	$	745,422

The Company recorded an accrual in the amount of $1,500,000 million in the fourth quarter of 2012 related to outstanding claims in accordance with the European Restructuring Plan (Note 6). This accrual was recorded based on management's best estimate of the range of the probable loss related to these disputes in accordance with the provisions of ASC 450, Contingencies . These estimates are based on management's assessment of the facts and circumstances for each of the outstanding matters, which includes analyses by external legal counsel. These estimates are subject to considerable judgment. During the six months ended June 30, 2013, the Company settled certain of these disputes and paid out approximately $630,000 to former employees. The remaining accrued amount of $835,000 as of June 30, 2013 is management's best estimate of the remaining liability for these matters.

13. Subsequent Events

On July 24, 2013, the Company entered into a Letter Agreement with the Chief Executive Officer, whereby the officer agreed to terminate employment with the Company effective August 7, 2013. The executive will be entitled to severance benefits pursuant to the provisions of an existing employment agreement. In addition, the Company and executive agreed to the terms of transaction bonuses to be paid to the executive, should a qualifying change of control occur.

F-139

Table of Contents

RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
JUNE 30, 2013 (UNAUDITED)

13. Subsequent Events (Continued)

On July 29, 2013, RPS Parent Holding Corp. entered into an agreement and plan of merger (the "RPS Merger Agreement") with Redwood Holdco Parent, Inc. ("RPS Parent") and Redwood Merger Sub, Inc. ("RPS Merger Sub"). The RPS Merger Agreement provides for, upon the terms and subject to the conditions of the RPS Merger Agreement, the merger of RPS Merger Sub with and into RPS Parent Holding Corp., with RPS Parent Holding Corp. continuing as the surviving corporation in the merger as a wholly-owned subsidiary of RPS Parent (the "RPS Merger" and, together with the PRA Merger, the "Mergers"). RPS Parent and RPS Merger Sub are affiliates of Kohlberg Kravis Roberts & Co., L. P. ("KKR") and were formed by investment funds affiliated with KKR in order to acquire RPS Parent Holding Corp.

Pursuant to the RPS Merger Agreement, at the effective time of the RPS Merger, each issued and outstanding share of RPS Parent Holding Corp. (other than (i) any shares owned or held directly or indirectly by RPS Parent or RPS Parent Holding Corp. and (ii) shares owned by RPS Parent Holding Corp.'s stockholders who are entitled to and who properly exercise appraisal rights under Delaware law) will be converted into the right to receive cash (the "RPS Merger Consideration").

Should the merger close, the Company would be obligated to pay an investment banking fee related to the merger, totaling a minimum of 1% of the aggregate Transaction Value, as defined.

The Company has evaluated subsequent events through September 9, 2013, the date on which the condensed consolidated financial statements were available to be issued.

F-140

Table of Contents

INDEPENDENT AUDITORS' REPORT

To the Board of Managers and Members of
CRI Holding Company, LLC

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of CRI Holding Company, LLC and Subsidiaries, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of income, changes in members' equity, and cash flows for each of the years then ended, and the related notes to the consolidated financial statements.

Management's Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of CRI Holding Company, LLC and Subsidiaries as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for each of the years then ended in accordance with accounting principles generally accepted in the United States of America.

Jenkintown, Pennsylvania
April 15, 2013

F-141

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Balance Sheets

	December 31

	2012		2011
ASSETS
Current assets:
Cash and cash equivalents	$	2,136,759	$	3,325,738
Accounts receivable, net		6,536,290		8,931,685
Deferred income taxes		404,663		—
Prepaid expenses and other current assets		232,223		163,152


Total current assets		9,309,935		12,420,575
Property and equipment, net		2,874,077		786,912
Goodwill		15,220,764		15,220,764
Intangible assets, net		5,070,700		5,906,017
Deferred income taxes		1,375,299		—
Other assets		67,414		69,968


	$	33,918,189	$	34,404,236




LIABILITIES
Current liabilities:
Current portion of long-term debt	$	700,000	$	1,250,260
Accounts payable		1,034,526		1,560,707
Accrued expenses and other current liabilities		2,958,835		2,958,358
Current portion of contingent consideration		—		1,083,333
Deferred revenue		591,569		1,284,836


Total current liabilities		5,284,930		8,137,494
Other liability		1,883,869		3,021,042
Revolving line-of-credit		2,000,000		1,100,000
Long-term debt, net of discount		7,711,358		538,670
Deferred rent, net of current portion		883,287		136,700


Total liabilities		17,763,444		12,933,906
Commitments and contingencies
MEMBERS' EQUITY		16,154,745		21,470,330


	$	33,918,189	$	34,404,236

See notes to consolidated financial statements

F-142

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Statements of Income

	Years Ended December 31

	2012			2011
Revenue:
Service fees	$	36,156,183		$	33,040,147
Reimbursement revenue		1,426,206			1,684,925


		37,582,389			34,725,072


Operating expenses:
Costs of service fees		23,232,495			19,157,010
Reimbursable out-of-pocket expenses		1,426,206			1,684,925
Selling, general and administrative		7,437,060			6,894,176
Depreciation and amortization		1,324,199			1,642,073


		33,419,960			29,378,184


Income from operations		4,162,429			5,346,888


Other expense:
Interest expense, net		221,862			514,141
Change in fair value of warrant liabilities		476,354			—
Change in estimated contingent consideration		974,185			944,980


		1,672,401			1,459,121


Income before income tax (benefit) provision		2,490,028			3,887,767
Income tax (benefit) provision		(1,619,480	)		180,640


Net income	$	4,109,508		$	3,707,127

See notes to consolidated financial statements

F-143

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Statements of Changes in Members' Equity
Years Ended December 31, 2012 and 2011

	Series A Preferred		Series B Preferred			Series C Preferred			Incentive Shares		Accumulated Deficit			Total

Balance — January 1, 2011	$	22,700,000	$	5,719,134		$	500,000		$	—	$	(11,206,561	)	$	17,712,573
Issuance of incentive shares		—		—			—			50,630		—			50,630
Net income		—		—			—			—		3,707,127			3,707,127


Balance — December 31, 2011		22,700,000		5,719,134			500,000			50,630		(7,499,434	)		21,470,330
Reclassification of warrant liabilities		—		—			—			—		(380,677	)		(380,677	)
Issuance of incentive shares		—		—			—			98,552		—			98,552
Exercise of warrants		—		40,366			816,666			—		—			857,032
Distribution		—		(5,759,500	)		(1,316,666	)		—		(2,923,834	)		(10,000,000	)
Net income		—		—			—			—		4,109,508			4,109,508


Balance — December 31, 2012	$	22,700,000	$	—		$	—		$	149,182	$	(6,694,437	)	$	16,154,745

See notes to consolidated financial statements

F-144

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Statements of Cash Flows

	Years Ended December 31

	2012			2011
Cash flows from operating activities:
Net income	$	4,109,508		$	3,707,127
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization		1,324,199			1,642,073
Deferred income tax benefit		(1,779,962	)		—
Bad debt expense		—			10,014
Loss on dispositions of property and equipment		—			2,377
Noncash interest expense		75,234			174,273
Change in fair value of warrant liabilities		476,354			—
Incentive share expense		98,552			50,630
Change in estimated contingent consideration		974,185			944,980
Changes in:
Accounts receivable		2,395,395			(3,925,208	)
Prepaid expenses and other current assets		(87,072	)		175,179
Other assets		(23,923	)		(1,425	)
Accounts payable		(526,181	)		(464,548	)
Accrued expenses		479			1,451,404
Deferred rent		746,587			96,283
Deferred revenue		(693,267	)		862,063


Net cash provided by operating activities		7,090,088			4,725,222


Cash flows from investing activities:
Purchases of property and equipment		(2,558,046	)		(423,861	)
Proceeds from dispositions of property and equipment		—			1,250
Decrease in restricted cash		—			250,000
Proceeds from working capital adjustment		—			60,942


Net cash used in investing activities		(2,558,046	)		(111,669	)


Cash flows from financing activities:
Repayments of long-term debt		(1,837,688	)		(1,537,693	)
Proceeds from long-term debt		7,700,000			—
Net borrowings (repayments) under revolving line-of-credit		900,000			(1,905,778	)
Distribution to members		(10,000,000	)		—
Payment of contingent consideration		(2,483,333	)		—
Payments of capital lease obligations		—			(4,652	)


Net cash used in financing activities		(5,721,021	)		(3,448,123	)


Net increase (decrease) in cash and cash equivalents		(1,188,979	)		1,165,430
Cash and cash equivalents at beginning of year		3,325,738			2,160,308


Cash and cash equivalents at end of year	$	2,136,759		$	3,325,738




Supplemental disclosure of cash flow information:
Cash paid for interest during the year	$	156,361		$	357,326
Supplemental disclosure of noncash investing and financing activities:
Promissory notes issued as contingent consideration		711,358			—
Fully depreciated property and equipment disposed of during year		376,663			—

See notes to consolidated financial statements

F-145

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)

Notes to Consolidated Financial Statements
December 31, 2012 and 2011

NOTE A — ORGANIZATION AND BUSINESS

CRI Holding Company, LLC ("CRI Holdco"), a Delaware limited liability company headquartered in Mt. Laurel, New Jersey, was organized on May 30, 2007 as a holding company for CRI Worldwide, LLC ("CRI WW") and CRI NewCo, Inc. ("CRI NewCo"). CRI WW is wholly-owned by CRI NewCo. CRI NewCo, a Delaware corporation, is a wholly-owned subsidiary of the Company. On December 7, 2010, CRI WW purchased all of the outstanding membership units of Lifetree Clinical Research, L.C. ("Lifetree"), a Utah limited liability company.

CRI WW is a clinical research company which performs inpatient and outpatient clinical trials in the United States, ranging from Phase I to IV, as contracted by pharmaceutical and biotechnology companies, and other clinical research organizations.

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

[1] Principles of consolidation:

The accompanying consolidated financial statements include the accounts of CRI Holdco and its wholly-owned subsidiaries, CRI WW, CRI NewCo and Lifetree (the "Company") along with the accounts of CNS Research Institute, P.C. ("CNS"). All intercompany accounts and transactions are eliminated in consolidation.

Financial Accounting Standards Board's ("FASB") accounting guidance concerning variable interest entities ("VIE") addresses the consolidation of business enterprises to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This guidance focuses on controlling financial interests that may be achieved through arrangements that do not involve voting interests. The guidance requires an assessment of who the primary beneficiary is and whether the primary beneficiary should consolidate the VIE. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the variable interest entity that most significantly impacts the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. Application of the VIE consolidation requirements may require the exercise of significant judgment by management.

The Company has evaluated its relationship with CNS, and has determined that CNS is a variable interest entity. The Company considered many factors in connection with determining that it is appropriate to consolidate CNS. CNS was organized, and is controlled, by an officer and an owner of the Company for the purpose of conducting clinical trial research. The Company has a professional services agreement with CNS with an initial term expiring May 30, 2017. Under the terms of the agreement, CRI WW compensates CNS for services performed by CNS at a rate equal to direct costs incurred plus indirect costs as specified in the agreement. Additionally, CNS cannot provide services to any other party without the prior written approval of the Company. The Company manages all aspects of CNS' operations including providing all administrative support and making all significant operational decisions for CNS. During the years ended December 31, 2012 and 2011, the Company paid CNS $1,576,245 and $1,129,070, respectively, as compensation under this agreement, which was eliminated in consolidation. CNS had no net income for each of the years ended December 31, 2012 and 2011. The Company considered all of these factors and has determined that it is the primary beneficiary of this variable interest entity and that CNS is required to be consolidated.

F-146

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

[2] Estimates:

The preparation of the consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the consolidation of variable interest entities, the carrying amount of property and equipment, intangible assets and goodwill, assessment of impairment, valuation allowances for accounts receivable and deferred tax assets and the valuation of warrants, incentive shares and contingent consideration. Actual results could differ from those estimates.

[3] Cash and cash equivalents:

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

[4] Accounts receivable and unbilled services:

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The Company does not require collateral from its customers. The Company maintains an allowance for doubtful accounts for estimated losses inherent in its accounts receivable portfolio when deemed necessary. In establishing the required allowance, management considers historical losses and current receivables' aging. The Company reviews its allowance for doubtful accounts monthly. Account balances would be charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The allowance for doubtful accounts as of December 31, 2012 and 2011 was $-0- and $10,014, respectively.

Unbilled services represent amounts earned for services that have been rendered, but for which clients have not been billed, and include reimbursement revenue.

[5] Property and equipment:

Property and equipment are carried at cost, less accumulated depreciation. Depreciation, including amortization of assets held under capitalized leases, is computed using the straight-line method over the following estimated useful lives, or lease term, if shorter, of the respective assets:


Computers and office equipment		3-7 years
Vehicles		3-7 years
Furniture and fixtures		5 years
Leasehold improvements		Shorter of lease term or useful life

[6] Long-lived assets:

The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that an asset's carrying amount may not be recoverable. No impairment charges were recorded during the years ended December 31, 2012 and 2011.

F-147

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

[7] Deferred financing fees:

Included in other assets in the accompanying consolidated balance sheets is $-0-and $26,476 of deferred financing fees for the years ended December 31, 2012 and 2011, respectively. Deferred financing fees are costs incurred in connection with the issuance of debt that are deferred and amortized as a component of interest expense over the term of the related debt using the effective interest method. Amortization of deferred financing fees for the years ended December 31, 2012 and 2011 was $26,476 and $22,730, respectively.

[8] Goodwill and intangible assets:

The Company does not amortize goodwill and other identifiable intangible assets that have indefinite useful lives. Goodwill represents the excess cost of companies acquired over the fair value of their net assets at the dates of acquisition. The Company analyzes goodwill and other indefinite-lived intangible assets to determine any potential impairment loss annually as of December 31, unless conditions exist that require an updated analysis on an interim basis. A fair value approach is used to test for impairment. The fair value approach compares estimates related to the fair value of the reporting unit with the unit's carrying amount, including goodwill. The fair value is determined using both the market approach and the income approach, which consists of projected discounted cash flows. If the carrying amount of the reporting unit exceeds the fair value, the amount of the impairment loss must be measured. For the purpose of the impairment test, management has concluded that it has only one reporting unit. Management conducted its annual impairment test as of December 31, 2012 and 2011 and the results of the testing indicated that there was no impairment.

Intangible assets that have finite useful lives are amortized over the shorter of their useful lives or contractual lives. Intangible assets with finite useful lives are periodically reviewed to determine if facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of an asset may not be recoverable. If such facts and circumstances do exist, the recoverability of intangible assets is assessed by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets.

[9] Fair value measurements:

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A framework has been established for measuring fair value and providing disclosures regarding fair value measurement in accordance with accounting principles generally accepted in the United States of America. The framework established a three-level valuation hierarchy for fair value measurement. These valuation techniques are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions.

F-148

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose significant inputs are observable.

Level 3 — Instruments whose significant inputs are unobservable.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset's or liability's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The inputs used to estimate the Company's liability for contingent consideration and warrants to purchase Series B and Series C preferred shares are not observable. The fair values of these liabilities are based on Level 3 inputs. Management uses actual and projected operating results during the earn-out period to estimate the liability for contingent consideration. This valuation methodology involves a significant degree of judgment by management.

The following summarizes changes in the liabilities measured at fair value using Level 3 inputs on a recurring basis for the year ended December 31, 2012:

	Contingent Consideration			Preferred Warrants

Balance — January 1, 2012	$	4,104,375		$	380,677
Cash payments in 2012		(2,483,333	)		—
Issuance of promissory notes in 2012		(711,358	)		—
Change in estimated fair value		974,185			476,354
Exercise of preferred warrants		—			(857,031	)


Balance — December 31, 2012	$	1,883,869		$	—

The following provides information on the valuation techniques and nature of significant unobservable inputs used to determine the value of the Level 3 liability as of December 31, 2012. The inputs are not indicative of the unobservable inputs that may have been used for an individual asset or liability.

Liability	Fair Value December 31, 2012		Valuation Techniques	Unobservable Inputs

Liability for contingent consideration	$	1,883,869	Discounted cash flows	Discount rate	13	%

F-149

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

[10] Service revenue:

The Company recognizes revenue when all of the following conditions are satisfied:

•: There is persuasive evidence of an arrangement;
•: The service has been delivered to the client;
•: The collection of fees is probable; and
•: The amount of fees to be paid by the customer is fixed or determinable.

The Company's agreements with its customers generally involve multiple service deliverables, where bundled service deliverables are accounted for in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 605-25, Multiple-Element Arrangements . The Company recognizes revenue primarily using a units-based methodology whereby units completed are multiplied by the applicable contracted per-unit price. For a units-based contract, a typical unit could include such things as completion of a monitoring visit, monthly site management units or case report form pages entered. The Company tracks the units completed for each unit category included in the contract. Service revenue is recognized monthly based on the units actually completed in the period at the agreed-upon unit value or selling price. Revenue related to changes in contract scope, which are subject to client approval, is recognized when realization is assured and amounts are reasonably determinable. Contract provisions do not provide for rights of return or refund, but normally include rights of cancellation with notice, in which case services delivered through the cancellation date are due and payable by the customer, including certain costs to conclude the trial or study.

[11] Reimbursement revenue and reimbursable out-of-pocket expenses:

As the Company provides services on contracts, it also incurs third-party and other pass-through costs, which are reimbursable by its customers pursuant to the terms of contracts. The revenues and costs from these third-party and other pass-through costs are reflected in the accompanying consolidated statements of income as reimbursement revenue and reimbursable out-of-pocket expenses.

[12] Deferred revenue:

Deferred revenue represents amounts that have been received, but have not yet been earned.

[13] Concentrations of credit risk:

The Company maintains cash accounts which, at times, may exceed the federally insured limit. The Company mitigates this risk by only depositing funds with major financial institutions and has not experienced any losses from maintaining cash accounts in excess of the federally insured limit. The cash balance in excess of the federally insured limit of $250,000 as of December 31, 2012 was $1,666,050. Management believes that it is not exposed to any significant credit risks on its cash accounts.

[14] Incentive share compensation:

F-150

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

determine the fair value of incentive share awards and recognizes such value over the service period of the awards, which is generally equal to the vesting period.

[15] Income taxes:

The Company is a partnership for federal income tax purposes; therefore, all income tax consequences resulting from the operations of the Company are reported on the members' income tax returns. CRI NewCo is a corporation for both legal and tax purposes. The tax balances in the consolidated financial statements, if any, relate to CRI NewCo. Included in CRI NewCo's tax balances are the results of its two wholly-owned single member limited liability companies, CRI WW and Lifetree Clinical Research, L.C.

Income taxes are accounted for under the assets-and-liabilities method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Accounting principles generally accepted in the United States of America require entities to evaluate, measure, recognize and disclose any uncertain income tax positions taken on their income tax returns. There are no uncertain tax positions.

The Company recognizes accrued interest and penalties associated with uncertain tax positions, if any, as part of the income tax provision. There was no income tax related interest and penalties recorded for the years ended December 31, 2012 and 2011.

The income tax returns of the Company for the years ended December 31, 2009, 2010, and 2011 are subject to examination by the Internal Revenue Service and other various taxing authorities, generally for three years after they were filed.

[16] Advertising costs:

Advertising costs are expensed when incurred. Advertising expense was $1,579,160 and $1,467,347 for the years ended December 31, 2012 and 2011, respectively. For the years ended December 31, 2012 and 2011, the Company recognized $1,046,626 and $1,126,964, respectively, of reimbursement revenue related to advertising.

[17] Deferred rent:

For operating leases that contain rent escalation or rent concession provisions, the Company records the total rent payable during the lease term on a straight-line basis over the term of the lease. The Company records the difference between the rent paid and the straight-line rent as a deferred rent liability in the accompanying consolidated balance sheets.

F-151

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE B — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

For leases in which the landlord provides the Company with a reimbursement of costs related to leasehold improvements, any payments made by a landlord to or on behalf of the Company are reported by the Company as a deferred rent liability that reduces rent expense on a straight-line basis over the lease term. During 2012, the Company received reimbursements of $693,858 which was recorded as a deferred rent liability as of December 31, 2012.

The current portion of the deferred rent liability of $67,702 is included in accrued expenses and other current liabilities in the accompanying consolidated balance sheet as of December 31, 2012.

[18] Significant customers:

There were no customers that accounted for 10% or more of the Company's revenues or accounts receivable for the year ended December 31, 2012. For the year ended December 31, 2011, one customer accounted for 25% of the Company's revenue. As of December 31, 2011, this customer accounted for 24% of accounts receivable.

[19] New accounting pronouncement:

In June 2011, the Financial Accounting Standards Board issued ASU 2011-05, Presentation of Comprehensive Income , an amendment to FASB ASC Topic 220, Comprehensive Income . The update gave companies the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendments in the update do not change the items that must be reported in other comprehensive income or when an item of comprehensive income must be reclassified to net income. ASU 2011-05 was effective for the Company for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company has adopted ASU 2011-05 effective January 1, 2012. The Company does not have any comprehensive income for the years ended December 31, 2012 or 2011, and the adoption of ASU 2011-05 had no impact on the Company's consolidated financial statements.

[20] Reclassification:

In connection with the redemption of Series B and Series C shares in December 2012 (see Note G), the Company determined that a liability for the warrants to purchase Series B and Series C preferred shares should have been established upon the issuance of such warrants. Therefore, the Company reclassified $380,677 from equity as of January 1, 2012 for the liability related to the fair value of the warrants. The impact to the 2011 financial statements was not material. The Company also reclassified ($2,483,333) from cash flows used in investing activities to cash flows used in financing activities in the accompanying consolidated statements of cash flows for the year ended December 31, 2012.

NOTE C — BUSINESS ACQUISITION

On December 7, 2010, CRI WW purchased all of the outstanding membership units of Lifetree Clinical Research, L.C. ("Lifetree"), a Utah limited liability company engaged in the business of providing drug development, clinical trial management, contract research organization and site services to complement its existing business.

F-152

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE C — BUSINESS ACQUISITION (Continued)

The acquisition agreement contained an earn out provision that could result in the payment of up to $5,749,999 as additional purchase price in the event that Lifetree and the Company meet certain earnings before interest, taxes, depreciation and amortization thresholds, as defined, annually from 2011 through 2013. The maximum earn out that could be earned for 2011, 2012 and 2013 is $1,458,333, $1,933,333 and $2,358,333, respectively. Management estimated the fair value of the earn out liability as of the acquisition date to be $3,159,395. As of December 31, 2011, based upon actual results for 2011 and forecasted results for 2012 and 2013, the total present value of payments to be made in the future were estimated to be $4,104,375, resulting in a charge of $944,980 that was included in other expenses for the year ended December 31, 2011. In February 2012, the Company paid $1,083,333 of the estimated amount owed in cash, which was accrued as a current liability as of December 31, 2011. The remaining estimated amount owed of $3,021,042 was recorded as other liability in the accompanying consolidated balance sheet as of December 31, 2011. Included in that amount was a $375,000 promissory note issued in February 2012 pursuant to the terms of the acquisition agreement (see Note G).

Based upon actual results for 2012 and forecasted results for 2013, management estimated the present value of earn out payments remaining to be made to be $3,620,227, resulting in an additional charge of $974,185 that was included in other expenses for the year ended December 31, 2012. The amount owed based upon 2012 earnings was $1,933,333 of which $1,400,000 was paid in cash in December 2012. The remaining $533,333 was satisfied by a promissory note issued in December 2012 pursuant to the terms of the acquisition agreement (see Note G). As of December 31, 2012, the present value of the remaining payments to be made for the earn out provision was estimated to be $1,883,869, which will be satisfied in 2014 and is recorded as other liability in the accompanying consolidated balance sheet.

NOTE D — ACCOUNTS RECEIVABLE

Accounts receivable as of December 31, 2012 and 2011 consists of the following:

	2012		2011

Accounts receivable	$	5,621,035	$	7,984,818
Unbilled services		915,255		956,881


		6,536,290		8,941,699
Less allowance for doubful accounts		—		10,014


	$	6,536,290	$	8,931,685

F-153

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE E — PROPERTY AND EQUIPMENT

Property and equipment and the related accumulated depreciation and amortization consist of the following as of December 31, 2012 and 2011:

	2012		2011

Computers and office equipment	$	1,517,199	$	1,048,627
Vehicles		231,149		207,562
Furniture and fixtures		336,760		248,181
Leasehold improvements		2,457,083		856,438


		4,542,191		2,360,808
Less accumulated depreciation and amortization		1,668,114		1,573,896


	$	2,874,077	$	786,912

Depreciation and amortization related to property and equipment for the years ended December 31, 2012 and 2011 was $470,881 and $291,694, respectively.

NOTE F — INTANGIBLE ASSETS

The following is a summary of intangible assets and related accumulated amortization as of December 31, 2012 and 2011:

	2012

	Life (Years)	Gross		Accumulated Amortization			Net
Customer list	10	$	5,760,000	$	(2,632,307	)	$	3,127,693
Patient list	5		2,580,000		(2,356,993	)		223,007
Backlog	1		250,000		(250,000	)		—
Trade name	Indefinite		1,720,000		—			1,720,000


Total intangible assets		$	10,310,000	$	(5,239,300	)	$	5,070,700

	2011

	Life (Years)	Gross		Accumulated Amortization			Net
Customer list	10	$	5,760,000	$	(2,056,307	)	$	3,703,693
Patient list	5		2,580,000		(2,097,676	)		482,324
Backlog	1		250,000		(250,000	)		—
Trade name	Indefinite		1,720,000		—			1,720,000


Total intangible assets		$	10,310,000	$	(4,403,983	)	$	5,906,017

Amortization of intangible assets was $835,317 and $1,326,379 for the years ended December 31, 2012 and 2011, respectively.

F-154

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE F — INTANGIBLE ASSETS (Continued)

The estimated future amortization related to intangible assets as of December 31, 2012 is as follows:

Year Ending December 31

2013	$	652,000
2014		652,000
2015		647,003
2016		576,000
2017		336,833
Thereafter		486,864


		3,350,700
Indefinite life trade name		1,720,000


	$	5,070,700

NOTE G — LINE-OF-CREDIT, LONG-TERM DEBT AND WARRANTS

[1] Square 1 Bank credit facility:

As of December 31, 2011, the Company had a loan and security agreement with Square 1 Bank that provided for borrowing under a revolving line-of-credit of up to $4,850,000 and term loans of up to $3,494,222. On December 21, 2012, the Company entered into an amendment to the loan and security agreement which allowed the Company to increase available borrowing under the revolving line-of-credit to $6,000,000 and borrow $7,700,000 under an additional term loan.

The credit facility is collateralized by all assets of the Company. The line-of-credit facility provides borrowing up to a maximum of $6,000,000, subject to availability calculated under the borrowing base, which is 80% of the eligible accounts as defined in the agreement. The unused borrowing base was $3,092,234 as of December 31, 2012. Interest is due monthly and accrues at the greater of the prime rate plus 2.25% or 5.50% (5.50% as of December 31, 2012). The line-of-credit matures on December 21, 2014. The Company is required to pay quarterly, in arrears, a fee of 0.125% of the average unused available balance under the revolving line-of-credit for the quarter. Interest expense on the revolving line-of-credit was $54,426 and $148,079 for the years ended December 31, 2012 and 2011, respectively.

The proceeds from the $7,700,000 additional term loan were used to repay all other term loans with Square 1 Bank outstanding as of December 21, 2012, to redeem Series B Preferred and Series C Preferred shares of the Company (see Note H) and for general working capital purposes. The term loan matures in June 2016 with monthly payments of $233,333 commencing in October 2013, and bears interest, which is payable monthly, at the greater of the prime rate plus 3.25% or 6.50% (6.50% as of December 31, 2012). Interest expense on the term loans was $90,465 and $192,487 for the years ended December 31, 2012 and 2011, respectively.

F-155

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE G — LINE-OF-CREDIT, LONG-TERM DEBT AND WARRANTS (Continued)

and a minimum debt service coverage ratio covenant, as defined in the agreement. As of December 31, 2012 and 2011, the Company was in compliance with its financial covenants.

[2] Promissory notes payable to former members of Lifetree:

In connection with the acquisition of Lifetree, the Company issued an aggregate of $250,000 of promissory notes to the former members of Lifetree, which were due on December 7, 2011. If the Company became entitled to any indemnification in connection with the acquisition of Lifetree, the Company would have had the right to set off the indebtedness evidenced by the notes against any obligations or liabilities of the former members of Lifetree under the acquisition agreement. These notes were repaid during 2011.

In connection with the earn out provision included in the acquisition agreement for Lifetree, the Company issued two promissory notes during 2012 with an aggregate principal amount of $908,333 to the former members of Lifetree (see Note C). The promissory notes may be prepaid without premium or penalty and are due on March 1, 2015. The notes do not accrue interest unless a payment default, as defined, was to occur. Management has estimated the fair value of these notes to be $711,358 as of December 31, 2012, which is included in long-term debt as of December 31, 2012 in the accompanying consolidated balance sheet. At maturity, the holder of the notes has the option to be paid in cash or by the issuance of the most recent form of preferred shares issued by the Company. The notes are secured by all of the assets of the Company and are subordinate to the borrowings outstanding under the Square 1 Bank credit facility.

[3] Warrant issuance:

In conjunction with the December 2009 and 2010 debt agreements, the Company issued Square 1 Bank warrants to purchase 120,000 Series B Preferred Shares and 75,000 Series C Preferred Shares, respectively, at an exercise price of $1 per share. The warrants expire on December 10, 2016 and December 7, 2017, respectively. The fair value of the December 2009 and 2010 warrants was determined to be $116,439 and $141,509, respectively, and was recorded as a debt discount. The debt discount was allocated on a pro rata basis between the revolving line-of-credit and the term loans. Debt discount related to the warrants is amortized, as a charge to interest expense, over the corresponding terms of the revolving line-of-credit and term loans. Amortization of the debt discount was $48,757 and $151,543 for the years ended December 31, 2012 and 2011, respectively.

On December 21, 2012, Square 1 Bank exercised 40,366 of the Series B Preferred warrants and the 75,000 Series C Preferred warrants. The Series B and Series C Preferred Shares that were received upon exercise were redeemed for an aggregate cash payment of $190,366. As of December 31, 2012, Square 1 Bank holds warrants to purchase 79,634 Series B Preferred Shares at an exercise price of $1 per share, and the fair value of these remaining warrants was not material.

F-156

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE G — LINE-OF-CREDIT, LONG-TERM DEBT AND WARRANTS (Continued)

[4] Future maturities:

Aggregate maturities of the revolving line-of-credit and long-term debt subsequent to December 31, 2012 are as follows:

	Square 1 Bank

Year Ending December 31	Line-of- Credit		Long-term Debt		Promissory Notes		Debt Discount			Long-term Debt, Net
2013	$	—	$	700,000	$	—	$	—		$	700,000
2014		2,000,000		2,800,000		—		—			2,800,000
2015		—		2,800,000		908,333		(196,975	)		3,511,358
2016		—		1,400,000		—		—			1,400,000


	$	2,000,000	$	7,700,000	$	908,333	$	(196,975	)		8,411,358




		Less current portion									(700,000	)


		Long-term debt, net of discount								$	7,711,358

NOTE H — MEMBERS' EQUITY

[1] Units of interest:

The Company's authorized shares consist of Series A-1 and A-2 preferred shares, Series A-3 shares, Series B preferred shares and Series C preferred shares. On December 21, 2012, following the receipt of the additional financing from Square 1 Bank, as discussed in Note G, the Company redeemed and retired previously issued and outstanding Series C preferred shares and Series C Preferred warrants, paid a distribution to Series B Preferred shareholders and redeemed certain Series B Preferred warrants for an aggregate amount of $10,000,000. As of December 31, 2012, the Company has authorized and issued the following number of shares:



Series A-1 preferred	15,200,000	15,200,000
Series A-2 preferred	10,842,997	10,842,997
Series A-3	97	97
Series B preferred	5,839,134	5,719,134
Series C preferred	5,908,333	—


	37,790,561	31,762,228

The holders of shares are considered members of the Company and participate in the ownership, including voting rights, of the Company. The holders of Series A-1 and Series A-2 preferred shares are entitled to a preferred return of 8% per annum, cumulative and compounded monthly. The preferred return would also be payable upon the liquidation of the Company. The holders of Series B preferred shares are entitled to a preferred return equal to 100% of their contributions. The holders of Series C preferred shares are entitled

F-157

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE H — MEMBERS' EQUITY (Continued)

to a preferred return equal to 200% of their contributions. The holders of Series A-3 shares are not entitled to any distributions. The distribution preferences of the Series A-1 and A-2 preferred shareholders increased by $1,818,159 and $1,296,993, respectively, during the year ended December 31, 2012 and were $23,723,824 and $16,923,510, respectively, as of December 31, 2012. The remaining distribution preference of the Series B preferred shareholders was $3,795,300 as of December 31, 2012.

The holders of Series C preferred shares have priority for distribution before Series B, Series A-1 and Series A-2 preferred holders. The holders of Series B preferred shares have priority for distribution before Series A-1 and Series A-2 preferred holders. The holders of Series A-1 preferred shares have priority for distribution before Series A-2 preferred holders. No member is required to pay to any other member or the Company any deficit or negative balance that may exist from time to time in such member's capital account.

At the election of the members holding (a) two-thirds of the Series C preferred shares with respect to the Series C preferred shares, (b) two-thirds of the Series B preferred shares with respect to the Series B preferred shares, (c) two-thirds of the Series A-3 shares with respect to the Series A-1 preferred shares, and (d) two-thirds of the Series A-2 preferred shares with respect to the Series A-2 preferred shares, at any time on or after January 1, 2013 and the first and second anniversaries of such date (each, a "Redemption Date"), the Company would be required to redeem up to 33%, 67% and 100%, respectively, of the Series C, Series B, Series A-1 and/or Series A-2 preferred shares outstanding as of the date of the first such election, at an amount per share equal to the amount of the Series C, Series B, Series A-1 or A-2 preferred contribution amount, as defined, plus the Series C, Series B, Series A-1 or A-2 preferred return, in each case as applicable (the "Redemption Price"); provided that, the Company shall not redeem any (i) Series B preferred shares until all of the Series C preferred shares have been redeemed, (ii) Series A-1 or A-2 preferred shares until all of the Series B preferred shares have been redeemed or (iii) Series A-2 preferred shares until the members holding two-thirds of the Series A-3 shares have elected to have the Company redeem the Series A-1 preferred shares.

Upon receipt of approval by the majority directors, as defined, the Company has the option to redeem any or all of the Series C and/or Series B preferred shares upon 30 days prior written notice to each of the holders of Series C and/or Series B preferred shares. No Series B preferred shares may be redeemed until all of the Series C preferred shares have been redeemed. Since the Company is privately held, the redeemable preferred shares are classified as equity as they are not mandatorily redeemable.

In connection with the purchase agreement to acquire Lifetree (see Note C), CRI WW and the Company entered into a Make Well Agreement on December 7, 2010 pursuant to which certain members of the Company would be required to purchase up to 5,000,000 Series C preferred shares of the Company for $1.00 per share if any amount of any earn out payment or of principal under the promissory notes payable to the former members of Lifetree is due and payable and not timely paid by the Company. In consideration for the members' entry into the agreement, the members received warrants to purchase an aggregate of 333,333 Series C preferred shares at an exercise price of $1.00 per share. The warrants were exercisable upon grant and scheduled to expire in December 2020. In lieu of exercising via a cash payment, the warrants may be converted into Series C preferred shares, at the option of the holder, the number of shares to be determined by dividing (a) the aggregate fair market value of the shares, as determined by the Board

F-158

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE H — MEMBERS' EQUITY (Continued)

of Managers of the Company, issuable upon exercise minus the aggregate exercise price of such shares by (b) the fair market value of one share.

On December 21, 2012, the members holding the warrants to purchase 333,333 Series C preferred shares exercised the warrants via a cashless exercise. The Series C preferred Shares that were receivable upon exercise were redeemed for an aggregate cash payment of $666,666.

[2] Allocation of profits or losses:

Profits are allocated, as defined by the Limited Liability Company Agreement, to the members: 1) in proportion to and to the extent of their respective negative capital account balances, and 2) in proportion to their percentage interests. Losses are allocated, as defined, to the members: 1) in proportion to and to the extent of their respective positive capital account balances, and 2) in proportion to their percentage interests.

[3] Incentive shares:

Incentive share awards are granted by the Board to key employees of the Company under the terms of Incentive Share Agreements. Holders of incentive shares are not considered to be members and do not have voting rights. Incentive shares allow for the grantee to participate in the profits of the Company, and are paid in cash when approved by the Board. The maximum number of incentive shares that can be issued is 4,684,058.

Following is a summary of the activity in the incentive share awards plan:



Outstanding as of December 31, 2010	3,574,321
Granted	651,000
Forfeited	(9,482	)


Outstanding as of December 31, 2011	4,215,839
Granted	375,000
Forfeited	(20,000	)


Outstanding as of December 31, 2012	4,570,839

During the years ended December 31, 2012 and 2011, the Company recognized $98,552 and $50,630, respectively, of expense related to incentive shares, which is included in selling, general and administrative expenses in the accompanying consolidated statements of income. The fair value of the incentive shares

F-159

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE H — MEMBERS' EQUITY (Continued)

granted in 2012 and 2011 was estimated at the date of grant using the Black-Scholes option pricing model, assuming no dividends and using the following weighted average valuation assumptions:

	2012	2011

Risk-free rate	0.6%	0.9%
Expected life	5 years	5 years
Expected volatility	45.0%	45.0%

Incentive shares generally vest over a period of four years. As of December 31, 2012, 2,970,762 outstanding incentive shares were vested and there was $252,965 of unearned compensation related to nonvested incentive shares. In the event that employment with the Company is terminated for any reason other than cause, all unvested incentive shares would be cancelled and revert to the Company, and the Company may, but is not obligated to, repurchase all or any portion of any former employee's vested incentive shares from such former employee at the then fair market value, as determined by the Board in its sole discretion. In the event that employment with the Company is terminated for cause, all vested and unvested incentive shares would be forfeited and revert to the Company.

NOTE I — COMMITMENTS AND CONTINGENCIES

[1] Operating leases:

The Company leases office and other facilities under operating leases expiring at various dates through September 2022. Total rent expense under these leases was approximately $1,994,000 and $1,091,000 for the years ended December 31, 2012 and 2011, respectively.

The Company also leases certain office equipment under operating leases with various terms expiring through March 2016. Total rent expense under these leases was approximately $68,000 and $67,000 for the years ended December 31, 2012 and 2011, respectively.

Estimated future minimum lease payments required under operating leases as of December 31, 2012 are as follows:

Year Ending December 31

2013	$	1,312,906
2014		1,282,476
2015		1,286,349
2016		921,980
2017		667,404
Thereafter		1,878,583


	$	7,349,698

[2] Employment agreements:

The Company executed employment agreements with certain executive officers of the Company that provide for base salaries, discretionary bonus opportunities and Company-provided benefits. The agreements also

F-160

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE I — COMMITMENTS AND CONTINGENCIES (Continued)

provide for certain termination benefits to be provided to the officers in the event that their employment is terminated without cause. In addition, in the event that the Company terminates or is deemed to terminate an executive's employment within one year following a change in control, as defined, or within 135 days preceding a change in control, any incentive shares held by the executive would become immediately vested. Four of the employment agreements also provide for the payment of a bonus to the executive upon the sale of the Company meeting certain conditions.

NOTE J — RELATED PARTY TRANSACTIONS

Two of the Company's office and other facility leases are leased from partnerships controlled by certain officers and members of the Company as of December 31, 2012 and 2011. One of the leases expired in April 2011 and the second will expire in July 2014. Total rent expense under these agreements was approximately $80,000 and $127,000 for the years ended December 31, 2012 and 2011, respectively.

NOTE K — RETIREMENT PLAN

The Company provides a defined-contribution and profit-sharing plan available to substantially all employees under Section 401(k) of the Internal Revenue Code. Under the defined-contribution plan, the Company contributes a maximum of 4% of all eligible employees' salaries. The Company's contribution to the plan was $119,663 and $100,359 for the years ended December 31, 2012 and 2011, respectively. The Company, at its discretion, may also make profit-sharing contributions. No profit-sharing contributions were made in 2012 or 2011.

NOTE L — INCOME TAXES

The Company is not subject to income taxes because it is treated as a partnership for income tax purposes. As such, the Company's members are taxed on their allocable share of the Company's profit and loss. CRI NewCo is a corporation subject to income taxes. Accordingly, the income tax amounts in the consolidated financial statements relate to CRI NewCo.

The provision for income taxes for the years ended December 31, 2012 and 2011 consists of the following:

	2012			2011

Current tax provision:
Federal	$	51,357		$	87,500
State and local		109,125			93,140


		160,482			180,640


Deferred tax benefit:
Federal		(1,383,030	)		—
State and local		(396,932	)		—


		(1,779,962	)		—


Income tax (benefit) provision	$	(1,619,480	)	$	180,640

F-161

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Financial Statements (Continued)
December 31, 2012 and 2011

NOTE L — INCOME TAXES (Continued)

CRI NewCo had federal and state net operating loss carryforwards of approximately $1.0 million and $750,000, respectively, available to offset future taxable income as of December 31, 2012. If not utilized, such carryforwards expire in various years through 2030.

Deferred tax attributes resulting from differences between financial accounting amounts and tax bases of assets and liabilities of CRI NewCo as of December 31, 2012 and 2011 are as follows:

	2012			2011

Deferred tax assets — current:
Net operating loss carryforwards	$	404,663		$	—
Allowance for doubtful accounts		—			4,000


		404,663			4,000


Deferred tax assets — noncurrent:
Net operating loss carryforwards		—			1,327,000
AMT tax credit carryforward		113,695			78,000
Basis in property and equipment		(395,420	)		206,000
Basis in intangible assets		1,552,629			1,569,000
Deferred rent		103,004			—
Incentive shares		—			20,000
Charitable contribution carryforwards		1,391			1,000


		1,375,299			3,201,000


		1,779,962			3,205,000
Valuation allowance		—			(3,205,000	)


Net deferred tax assets	$	1,779,962		$	—

As of December 31, 2011, management recorded a full valuation allowance against the Company's net deferred tax assets. As of December 31, 2012, management determined that it is more likely than not that the Company will be able to utilize the full benefit of its deferred tax assets. Therefore, a valuation allowance against net deferred tax assets was no longer required given the Company's projected taxable income in future years and the timing and amount of the reversal of temporary differences.

NOTE M — SUBSEQUENT EVENTS

The Company has evaluated subsequent events through April 15, 2013, the date that the consolidated financial statements were available to be issued.

F-162

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Condensed Balance Sheets
(Unaudited)

	September 30, 2013		December 31, 2012

ASSETS
Current assets:
Cash and cash equivalents	$	2,488,132	$	2,136,759
Accounts receivable and unbilled services, net		9,324,895		6,536,290
Prepaid expenses and other current assets		1,442,168		636,886


Total current assets		13,255,195		9,309,935
Property and equipment, net		2,724,845		2,874,077
Goodwill		15,220,764		15,220,764
Intangible assets, net		4,581,700		5,070,700
Other assets		1,442,713		1,442,713


Total assets	$	37,225,217	$	33,918,189




LIABILITIES
Current liabilities:
Current portion of long-term debt	$	2,800,000	$	700,000
Accounts payable		700,830		1,034,526
Accrued expenses and other current liabilities		5,806,274		2,958,835
Deferred revenue		1,701,519		591,569


Total current liabilities		11,008,623		5,284,930
Revolving line-of-credit		—		2,000,000
Long-term debt		5,808,333		7,711,358
Other long-term liabilities		1,474,394		2,767,156


Total liabilities		18,291,350		17,763,444
Commitments and contingencies
MEMBERS' EQUITY		18,933,867		16,154,745


Total liabilities and members' equity	$	37,225,217	$	33,918,189

See notes to consolidated condensed financial statements

F-163

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Condensed Statements of Income
(Unaudited)

	Nine Months Ended September 30,

	2013		2012
Revenue:
Service fees	$	32,184,922	$	28,269,001
Reimbursement revenue		1,176,188		1,030,830


		33,361,110		29,299,831


Operating expenses:
Costs of service fees		19,868,338		18,762,007
Reimbursable out-of-pocket expenses		1,176,188		1,030,830
Selling, general and administrative		6,189,727		5,583,374
Depreciation and amortization		988,049		1,029,007


		28,222,302		26,405,218


Income from operations		5,138,808		2,894,613


Other expense:
Interest expense, net		638,537		174,836
Other expense		409,719		1,087,904


		1,048,256		1,262,740


Income before income tax provision		4,090,552		1,631,873
Income tax provision		1,375,855		571,155


Net income	$	2,714,697	$	1,060,718

See notes to consolidated condensed financial statements

F-164

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Consolidated Condensed Statements of Cash Flows
(Unaudited)

	Nine Months Ended September 30,

	2013			2012
Cash flows from operating activities:	$	2,701,189		$	4,456,506


Cash flows from investing activities:
Purchases of property and equipment		(349,816	)		(1,823,117	)


Net cash used in investing activities		(349,816	)		(1,823,117	)


Cash flows from financing activities:
Repayments of long-term debt		—			(965,765	)
Payment of contingent consideration		—			(1,083,333	)
Net repayments under revolving line-of-credit		(2,000,000	)		(1,100,000	)


Net cash used in financing activities		(2,000,000	)		(3,149,098	)


Net increase (decrease) in cash and cash equivalents		351,373			(515,709	)
Cash and cash equivalents at beginning of year		2,136,759			3,325,738


Cash and cash equivalents at end of period	$	2,488,132		$	2,810,029




Supplemental disclosure of noncash investing and financing activities:
Promissory notes issued as contingent consideration	$	—		$	375,000

See notes to consolidated condensed financial statements

F-165

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements

Note A — Organization and Business

Note B — Summary of Significant Accounting Policies

[1] Basis of Presentation:

The accompanying consolidated condensed financial statements of CRI Holdco and its wholly-owned subsidiaries, CRI WW, CRI NewCo and Lifetree (the "Company") along with the accounts of CNS Research Institute, P.C. ("CNS") are unaudited. All intercompany accounts and transactions are eliminated in consolidation.

The consolidated condensed financial statements for the unaudited interim periods presented include all adjustments (consisting only of normal, recurring adjustments) necessary for a fair presentation of financial position, results of operations and cash flows for such interim periods. Results of those interim periods are not necessarily indicative of results that may be expected for the full year.

The Company has evaluated its relationship with CNS, and has determined that CNS is a variable interest entity. The Company considered many factors in connection with determining that it is appropriate to consolidate CNS. CNS was organized, and is controlled, by an officer and an owner of the Company for the purpose of conducting clinical trial research. The Company has a professional services agreement with CNS with an initial term expiring May 30, 2017. Under the terms of the agreement, CRI WW compensates CNS for services performed by CNS at a rate equal to direct costs incurred plus indirect costs as specified in the agreement. Additionally, CNS cannot provide services to any other party without the prior written approval of the Company. The Company manages all aspects of CNS' operations including providing all administrative support and making all significant operational decisions for CNS. During the nine months ended September 30, 2013 and 2012, the Company paid CNS $883,595 and $1,263,053, respectively, as compensation under this agreement, which was eliminated in consolidation. CNS had no net income for

F-166

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements (Continued)

Note B — Summary of Significant Accounting Policies (Continued)

each of the nine months ended September 30, 2013 and 2012. The Company considered all of these factors and has determined that it is the primary beneficiary of this variable interest entity and that CNS is required to be consolidated.

[2] Estimates:

The preparation of the consolidated condensed financial statements, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to such estimates and assumptions include the consolidation of variable interest entities, the carrying amount of property and equipment, intangible assets and goodwill, assessment of impairment, valuation allowances for accounts receivable and deferred tax assets and the valuation of warrants, incentive shares and contingent consideration. Actual results could differ from those estimates.

[3] Cash and cash equivalents:

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

[4] Accounts receivable and unbilled services:

Unbilled services represent amounts earned for services that have been rendered, but for which clients have not been billed, and include reimbursement revenue.

[5] Long-lived assets:

[6] Goodwill and intangible assets:

F-167

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements (Continued)

Note B — Summary of Significant Accounting Policies (Continued)

fair value, the amount of the impairment loss must be measured. For the purpose of the impairment test, management has concluded that it has only one reporting unit. Management conducted its annual impairment test as of December 31, 2012 and the results of the testing indicated that there was no impairment.

[7] Fair value measurements:

These two types of inputs create the following fair value hierarchy:

Level 1 — Quoted prices for identical instruments in active markets.

Level 3 — Instruments whose significant inputs are unobservable.

The inputs used to estimate the Company's liability for contingent consideration are not observable. The fair value of this liability is based on Level 3 inputs. Management uses actual and projected operating results during the earn-out period to estimate the liability for contingent consideration. This valuation methodology involves a significant degree of judgment by management.

F-168

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements (Continued)

Note B — Summary of Significant Accounting Policies (Continued)

The following summarizes changes in the liability measured at fair value using Level 3 inputs on a recurring basis for the nine months ended September 30, 2013:

	Contingent Consideration

Balance — December 31, 2012	$	1,883,869
Change in estimated fair value		415,343


Balance — September 30, 2013	$	2,299,212

The following provides information on the valuation techniques and nature of significant unobservable inputs used to determine the value of the Level 3 liability as of September 30, 2013. The inputs are not indicative of the unobservable inputs that may have been used for an individual asset or liability.

Liability	Fair Value September 30, 2013		Valuation Techniques	Unobservable Inputs

Liability for contingent consideration	$	2,299,212	Discounted cash flows	Discount rate	13	%

The current portion of this liability at September 30, 2013, totaling $1,683,334, is recorded in accrued expenses and other current liabilities and the remaining long-term portion, totaling $615,878, is recorded in other long-term liabilities in the accompanying consolidated condensed balance sheets.

[8] Service revenue:

The Company recognizes revenue when all of the following conditions are satisfied:

•: There is persuasive evidence of an arrangement;
•: The service has been delivered to the client;
•: The collection of fees is probable; and
•: The amount of fees to be paid by the customer is fixed or determinable.

F-169

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements (Continued)

Note B — Summary of Significant Accounting Policies (Continued)

[9] Reimbursement revenue and reimbursable out-of-pocket expenses:

[10] Deferred revenue:

Deferred revenue represents amounts that have been received, but have not yet been earned.

[11] Concentrations of credit risk:

The Company maintains cash accounts which, at times, may exceed the federally insured limit. The Company mitigates this risk by only depositing funds with major financial institutions and has not experienced any losses from maintaining cash accounts in excess of the federally insured limit. The cash balance in excess of the federally insured limit of $250,000 as of September 30, 2013 was $2,210,403. Management believes that it is not exposed to any significant credit risks on its cash accounts.

[12] Incentive share compensation:

The Company records compensation expense associated with incentive shares issued to employees based on the estimated fair value at the grant date. The Company uses the Black-Scholes option pricing model to determine the fair value of incentive share awards and recognizes such value over the service period of the awards, which is generally equal to the vesting period.

[13] Income taxes:

The Company is a partnership for federal income tax purposes; therefore, all income tax consequences resulting from the operations of the Company are reported on the members' income tax returns. CRI NewCo is a corporation for both legal and tax purposes. The tax balances in the consolidated condensed financial statements, if any, relate to CRI NewCo. Included in CRI NewCo's tax balances are the results of its two wholly-owned single member limited liability companies, CRI WW and Lifetree Clinical Research, L.C.

F-170

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements (Continued)

Note B — Summary of Significant Accounting Policies (Continued)

The income tax returns of the Company for the years ended December 31, 2010, 2011, and 2012 are subject to examination by the Internal Revenue Service and other various taxing authorities, generally for three years after they were filed.

[14] Deferred rent:

The current portion of the deferred rent liability of $52,704 and $67,702 is included in accrued expenses and other current liabilities in the accompanying consolidated condensed balance sheets as of September 30, 2013 and December 31, 2012, respectively.

[15] Significant customers:

There were two customers that accounted for 10% or more of the Company's revenues for the nine months ended September 30, 2013 and one customer that accounted for more than 10% of accounts receivable as of September 30, 2013. Customer A accounted for 19% of our revenues and 21% of our accounts receivable balance at September 30, 2013. Customer B accounted for 11% of our revenues for the nine months ended September 30, 2013 and 2% of our accounts receivable balance at September 30, 2013. There were no customers that accounted for 10% or more of the Company's revenues for the nine months ended September 30, 2012.

[16] New accounting pronouncement:

In July 2012, the FASB issued an Accounting Standards Update ("ASU") on testing indefinite-lived intangible assets for impairment. This guidance allows entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. The guidance permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. This guidance is effective for fiscal years beginning after September 15, 2012. The Company has not yet determined if we will utilize the qualitative assessment for impairment during our annual impairment testing in the fourth quarter but we do not expect the adoption of this standard to have a material impact on the Company's financial statements.

F-171

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
( A Limited Liability Company )
Notes to Unaudited Consolidated Condensed Financial Statements (Continued)

Note B — Summary of Significant Accounting Policies (Continued)

accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional detail about those amounts. This accounting standard update is effective prospectively for annual and interim periods beginning after December 15, 2013 and will not have a material impact on the Company's consolidated financial statements, but will likely result in additional disclosures as described above.

Note C — Accounts Receivable

Accounts receivable as of September 30, 2013 and December 31, 2012 consists of the following:

	September 30, 2013		December 31, 2012

Accounts receivable	$	8,719,291	$	5,621,035
Unbilled services		605,604		915,255


	$	9,324,895	$	6,536,290

Note D — Intangible Assets

The following is a summary of intangible assets and related accumulated amortization as of September 30, 2013 and December 31, 2012:

	September 30, 2013

	Life (Years)	Gross		Accumulated Amortization			Net
Customer list	10	$	5,760,000	$	(3,064,307	)	$	2,695,693
Patient list	5		2,580,000		(2,413,993	)		166,007
Backlog	1		250,000		(250,000	)		—
Trade name	Indefinite		1,720,000		—			1,720,000


Total intangible assets		$	10,310,000	$	(5,728,300	)	$	4,581,700

F-172

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Condensed Financial Statements (Continued)

Note D — Intangible Assets (Continued)

	December 31, 2012

	Life (Years)	Gross		Accumulated Amortization			Net
Customer list	10	$	5,760,000	$	(2,632,307	)	$	3,127,693
Patient list	5		2,580,000		(2,356,993	)		223,007
Backlog	1		250,000		(250,000	)		—
Trade name	Indefinite		1,720,000		—			1,720,000


Total intangible assets		$	10,310,000	$	(5,239,300	)	$	5,070,700

Amortization of intangible assets was $489,000 and $690,317 for the nine months ended September 30, 2013 and 2012, respectively.

Note E — Line-of-Credit, Long-Term Debt and Warrants

[1] Square 1 Bank credit facility:

The credit facility is collateralized by all assets of the Company. The line-of-credit facility provides borrowing up to a maximum of $6,000,000, subject to availability calculated under the borrowing base, which is 80% of the eligible accounts as defined in the agreement. The unused borrowing base was $6,000,000 as of September 30, 2013. Interest is due monthly and accrues at the greater of the prime rate plus 2.25% or 5.50% (5.50% as of September 30, 2013). The line-of-credit matures on December 21, 2014. The Company is required to pay quarterly, in arrears, a fee of 0.125% of the average unused available balance under the revolving line-of-credit for the quarter.

The proceeds from the $7,700,000 additional term loan were used to repay all other term loans with Square 1 Bank outstanding as of December 21, 2012, to redeem Series B Preferred and Series C Preferred shares of the Company and for general working capital purposes. The term loan matures in June 2016 with monthly payments of $233,333 commencing in October 2013, and bears interest, which is payable monthly, at the greater of the prime rate plus 3.25% or 6.50% (6.50% as of September 30, 2013).

The loan and security agreement with Square 1 Bank contains financial covenants, including a minimum cash plus excess availability covenant that requires the Company to maintain cash held by Square 1 Bank plus amounts which are undrawn but available under the revolving line-of-credit of at least $1,500,000, and a minimum debt service coverage ratio covenant, as defined in the agreement. As of September 30, 2013 and December 31, 2012, the Company was in compliance with its financial covenants.

During the nine months ended September 30, 2013, the Company repaid all amounts outstanding on the line of credit.

F-173

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Condensed Financial Statements (Continued)

Note E — Line-of-Credit, Long-Term Debt and Warrants (Continued)

[2] Promissory notes payable to former members of Lifetree:

In connection with the earn out provision included in the acquisition agreement for Lifetree, the Company issued two promissory notes during 2012 with an aggregate principal amount of $908,333 to the former members of Lifetree. The promissory notes may be prepaid without premium or penalty and are due on March 1, 2015. The notes become due immediately upon change of control. The notes do not accrue interest unless a payment default, as defined, was to occur. Management has estimated the fair value of these notes to be $908,333 and $711,358 as of September 30, 2013 and December 31, 2012, respectively, which is included in long-term debt as of December 31, 2012 in the accompanying consolidated condensed balance sheets. At maturity, the holder of the notes has the option to be paid in cash or by the issuance of the most recent form of preferred shares issued by the Company. The notes are secured by all of the assets of the Company and are subordinate to the borrowings outstanding under the Square 1 Bank credit facility.

[3] Warrant issuance:

In conjunction with debt agreements executed with Square 1 Bank in December 2009 and 2010, the Company issued Square 1 Bank warrants to purchase 120,000 Series B Preferred Shares and 75,000 Series C Preferred Shares, respectively, at an exercise price of $1 per share. The warrants expire on December 10, 2016 and December 7, 2017, respectively.

On December 21, 2012, Square 1 Bank exercised 40,366 of the Series B Preferred warrants and the 75,000 Series C Preferred warrants. The Series B and Series C Preferred Shares that were received upon exercise were redeemed for an aggregate cash payment of $190,366. As of September 30, 2013, Square 1 Bank holds warrants to purchase 79,634 Series B Preferred Shares at an exercise price of $1 per share, and the fair value of these remaining warrants was not material.

[4] Future maturities:

Aggregate maturities of long-term debt subsequent to September 30, 2013, are as follows:

Year Ending December 31	Long-term Debt		Promissory Notes		Total Long-term Debt

2013 (remaining)	$	700,000	$	—	$	700,000
2014		2,800,000		—		2,800,000
2015		2,800,000		908,333		3,708,333
2016		1,400,000		—		1,400,000


	$	7,700,000	$	908,333		8,608,333




Less current portion						(2,800,000	)


Long-term debt					$	5,808,333

F-174

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Condensed Financial Statements (Continued)

Note F — Members' Equity

[1] Incentive shares:

Following is a summary of the activity in the incentive share awards plan:

		Number of Shares

Outstanding as of December 31, 2012			4,570,839
Granted			—
Forfeited			—


Outstanding as of September 30, 2013			4,570,839

During the nine months ended September 30, 2013 and 2012, the Company recognized $64,425 and $73,914, respectively, of expense related to incentive shares, which is included in selling, general and administrative expenses in the accompanying consolidated condensed statements of income.

The fair value of the incentive shares granted during the nine months ended September 30, 2012 was estimated at the date of grant using the Black-Scholes option pricing model, assuming no dividends and using the following weighted average valuation assumptions:


Risk-free rate	0.6	%
Expected life	5 years
Expected volatility	45.0	%

Incentive shares generally vest over a period of four years. As of September 30, 2013, 2,970,762 outstanding incentive shares were vested and there was $188,540 of unearned compensation related to nonvested incentive shares. In the event that employment with the Company is terminated for any reason other than cause, all unvested incentive shares would be cancelled and revert to the Company, and the Company may, but is not obligated to, repurchase all or any portion of any former employee's vested incentive shares from such former employee at the then fair market value, as determined by the Board in its sole discretion. In the event that employment with the Company is terminated for cause, all vested and unvested incentive shares would be forfeited and revert to the Company.

F-175

Table of Contents

CRI HOLDING COMPANY, LLC AND SUBSIDIARIES
(A Limited Liability Company)
Notes to Consolidated Condensed Financial Statements (Continued)

Note G — Related Party Transactions

One of the Company's facility leases is leased from partnerships controlled by certain officers and members of the Company as of September 30, 2013 and 2012. The lease will expire in July 2014. Total rent expense under these agreement was approximately $60,000 for the nine months ended September 30, 2013 and 2012, respectively.

Note H — Retirement Plan

The Company provides a defined-contribution and profit-sharing plan available to substantially all employees under Section 401(k) of the Internal Revenue Code. Under the defined-contribution plan, the Company contributes a maximum of 4% of all eligible employees' salaries. The Company did not make any contribution to the plan for the nine months ended September 30, 2013 and 2012, as the contributions are made during the fourth quarter of each year. The Company, at its discretion, may also make profit-sharing contributions. No profit-sharing contributions were made in 2013 or 2012.

Note I — Income Taxes

Note J — Subsequent Events

On December 2, 2013, the Company was acquired by PRA Global Holdings, Inc., a clinical research organization, for $77.1 million in cash.

F-176

Table of Contents

Shares

PRA Health Sciences, Inc.

Common Stock

PRELIMINARY PROSPECTUS

Joint Book-Running Managers
Jefferies
Citigroup
KKR
UBS Investment Bank
Credit Suisse
Wells Fargo Securities

Co-Managers
Baird
William Blair

, 2014

Until , 2014 (25 days after the commencement of this offering), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

Part II
Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

The following table indicates the expenses to be incurred in connection with the offering described in this registration statement, other than underwriting discounts and commissions, all of which will be paid by us. All amounts are estimated except the Securities and Exchange Commission registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the NASDAQ Global Market listing fee.

	Amount

Securities and Exchange Commission registration fee	$	48,300
FINRA filing fee		72,136
The NASDAQ Global Select Stock Market listing fee		200,000
Accountants' fees and expenses		1,900,000
Legal fees and expenses		2,500,000
Transfer Agent's fees and expenses		22,500
Printing and engraving expenses		400,000
Miscellaneous		107,064


Total expenses	$	5,250,000

Item 14. Indemnification of Directors and Officers.

Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL") allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides for this limitation of liability. We have entered into indemnification agreements with our directors pursuant to which we have agreed to indemnify them to the fullest extent permitted by Delaware law.

Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, provided further that no indemnification is permitted without

II-1

Table of Contents

judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys' fees) which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

Our amended and restated bylaws provide that we must indemnify, and advance expenses to, our directors and officers to the full extent authorized by the DGCL.

The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the board of directors pursuant to the applicable procedure outlined in the amended and restated bylaws.

Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

The underwriting agreement provides for indemnification by the underwriters of us and our officers and directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with this offering.

Item 15. Recent Sales of Unregistered Securities.

Set forth below is information regarding shares of capital stock issued by us within the past three years. Also included is the consideration received by us for such shares and information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed.

Stock Option Grants

On December 20, 2013, we granted stock options to purchase an aggregate of 11,170,000 shares of our common stock with exercise prices of $5.00 per share, to certain of our employees and directors in connection with services provided to us by such parties. On August 1, 2014, we granted stock options to purchase an aggregate of 857,500 shares of our common stock with exercise prices of $7.00 per share, to certain of our employees in connection with services provided to us by such parties. As of July 31, 2014, options to purchase 26,666 shares of common stock had been exercised for aggregate consideration in the amount of $33,333, and options to purchase 202,234 shares of common stock had been canceled or repurchased.

II-2

Table of Contents

The issuances of stock options and the shares of common stock issuable upon the exercise of the options described in this Item 15 were issued pursuant to written compensatory plans or arrangements with our employees, and directors, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 701 promulgated under the Securities Act or the exemption set forth in Section 4(2) under the Securities Act and Regulation D promulgated thereunder relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required.

All of the foregoing securities are deemed restricted securities for purposes of the Securities Act. All certificates representing the issued shares of capital stock described in this Item 15 included appropriate legends setting forth that the securities have not been registered and the applicable restrictions on transfer.

Item 16. Exhibits and Financial Statement Schedules.

See the Exhibit Index beginning on page II-7, which follows the signature pages hereof and is incorporated herein by reference.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriter, at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3): For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that

II-3

Table of Contents

is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(4)

In a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i): Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii): Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii): The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv): Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

II-4

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on this 8th day of October, 2014.


		PRA HEALTH SCIENCES, INC.
		By:		/s/ LINDA BADDOUR Linda Baddour Executive Vice President and Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.

Name		Title	Date


* Colin Shannon		President, Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	October 8, 2014
* Linda Baddour		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	October 8, 2014
* James C. Momtazee		Director	October 8, 2014
* Ali J. Satvat		Director	October 8, 2014
* Max C. Lin		Director	October 8, 2014
*By:	/s/ TIMOTHY MCCLAIN Name: Timothy McClain Title: Attorney in Fact

II-5

Table of Contents

EXHIBIT INDEX

		Description of Exhibit

1.1		Form of Underwriting Agreement
3.1		Form of Amended and Restated Certificate of Incorporation (to be effective immediately prior to the closing of this offering)
3.2		Form of Amended and Restated Bylaws (to be effective immediately prior to the closing of this offering)
4.1		Specimen Stock Certificate evidencing the shares of common stock
4.2	**	Form of Management Stockholder's Agreement of PRA Health Sciences, Inc.
4.3	**	Sale Participation Agreement of KKR PRA Investors L.P., dated September 23, 2013
5.1	*	Opinion of Simpson Thacher & Bartlett LLP
10.1		PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan
10.2	**	PRA Global Holdings, Inc. 2013 Equity Incentive Plan
10.3	**	PRA Holdings, Inc. 2007 Equity Incentive Plan
10.4	**	PRA International 2004 Incentive Award Plan
10.5	**	PRA Holdings, Inc. 2001 Stock Option Plan
10.6	**	Form of Stock Option Agreement
10.7	**	Form of Rollover Option Agreement
10.8	**	Amended and Restated Employment Agreement, effective as of January 1, 2010, by and between PRA International and Colin Shannon, as amended
10.9	**	Employment Agreement, effective July 1, 2014, between PRA Global Holdings, Inc., PRA International and Colin Shannon
10.10	**	Employment Agreement, dated as of June 4, 2007, by and between PRA International and Linda Baddour
10.11	**	Employment and Non-Competition Agreement, effective as of March 1, 2009, by and between Pharmaceutical Research Associates, Inc. and David W. Dockhorn
10.12	**	Senior Secured Credit Agreement, dated as of September 23, 2013, by and among PRA Holdings, Inc., UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto
10.13	**	Amendment No. 1 to the Senior Secured Credit Agreement, dated as of March 14, 2014, by and among PRA Holdings, Inc., UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto
10.14	**	Security Agreement, dated as of September 23, 2013, by and among PRA Holdings, Inc., UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto
10.15	**	Guarantee Agreement, dated as of September 23, 2013, by and among PRA Holdings, Inc., UBS AG, Stamford Branch, as administrative agent, and other agents and lenders party thereto

II-6

Table of Contents

		Description of Exhibit

10.16	**	Indenture, dated as of September 23, 2013, among Pinnacle Merger Sub, Inc., as Issuer, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee
10.17	**	Registration Rights Agreement among KKR PRA Investors L.P., KKR PRA Investors GP LLC and PRA Health Sciences, Inc. (f/k/a Pinnacle Holdco Parent, Inc.)
10.18	**	Monitoring Agreement of PRA Health Sciences, Inc. (f/k/a) Pinnacle Holdco Parent, Inc., dated September 23, 2013
10.19	**	Indemnification Agreement among KKR PRA Investors L.P., KKR PRA Investors GP LLC, PRA Health Sciences, Inc. (f/k/a Pinnacle Holdco Parent, Inc.), PRA Holdings, Inc. and Kohlberg Kravis Roberts & Co. L.P. dated September 23, 2013
10.20	**	Transaction Fee Agreement between PRA Health Sciences, Inc. (f/k/a Pinnacle Holdco Parent, Inc.) and Kohlberg Kravis Roberts & Co. L.P. dated September 23, 2013
10.21		Form of Stockholders Agreement among PRA Health Sciences, Inc., KKR PRA Investors L.P. and KKR Associates North America XI L.P.
10.22	**	Form of Non-Qualified Stock Option Agreement under the PRA Holdings, Inc. 2007 Equity Incentive Plan
10.23	**	Form of Non-Qualified Stock Option Agreement (Time-Based Vesting) under the PRA Holdings, Inc. 2007 Equity Incentive Plan
10.24	**	Form of Non-Qualified Stock Option Agreement (Performance-Based Vesting) under the PRA Holdings, Inc. 2007 Equity Incentive Plan
10.25	**	Form of Option Agreement of PRA International
10.26		Amendment to Employment Agreement effective July 1, 2014, dated as of September 22, 2014, between PRA Health Sciences, Inc., PRA International, and Colin Shannon
10.27		Form of Restricted Stock Grant Notice under the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan
16.1	**	Letter from PricewaterhouseCoopers LLP, dated July 16, 2014
21.1	**	Subsidiaries of the Registrant
23.1		Consent of Deloitte & Touche LLP
23.2		Consent of PricewaterhouseCoopers LLP
23.3		Consent of BDO USA, LLP
23.4		Consent of Ernst & Young LLP
23.5		Consent of EisnerAmper LLP
23.6		Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
23.7	**	Consent of Jeffrey T. Barber
24.1	**	Power of Attorney

*: To be filed by amendment.
**: Previously filed.

II-7

Exhibit 1.1

[Number of Shares]

PRA Health Sciences, Inc.

UNDERWRITING AGREEMENT

October [ · ], 2014

JEFFERIES LLC

CITIGROUP GLOBAL MARKETS INC.

As Representatives of the several Underwriters

KKR Capital Markets LLC
UBS Securities LLC
Credit Suisse Securities (USA) LLC
Wells Fargo Securities, LLC
Robert W. Baird & Co. Incorporated
William Blair & Company, L.L.C.

c/o JEFFERIES LLC
520 Madison Avenue
New York, New York 10022

c/o CITIGROUP GLOBAL MARKETS INC.
388 Greenwich Street
New York, New York 10013

Ladies and Gentlemen:

Introductory. PRA Health Sciences, Inc. , a Delaware corporation (the “ Company ”), proposes to issue and sell to the several underwriters named in Schedule A (the “ Underwriters ”) an aggregate of [ · ] shares of its common stock, par value $0.01 per share (the “ Shares ”); and the stockholder of the Company named in Schedule B (the “ Selling Stockholder ”) proposes to sell to the Underwriters an aggregate of [ · ] Shares. The [ · ] Shares to be sold by the Company and the [ · ] Shares to be sold by the Selling Stockholder are collectively called the “ Firm Shares .” In addition, the Selling Stockholder has granted to the Underwriters an option to purchase up to an additional [ · ] Shares. The additional [ · ] Shares to be sold by the Selling Stockholder pursuant to such option are collectively called the “ Optional Shares .” KKR Capital Markets LLC (“ KCM ”) shall not act as an Underwriter with respect to the Optional Shares. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “ Offered Shares .” Jefferies LLC (“ Jefferies ”) and Citigroup Global Markets Inc. (“ Citigroup ”) have agreed to act as representatives of the several Underwriters (in such capacity, the “ Representatives ”) in connection with the offering and sale of the Offered Shares.

The Representatives agree that up to [ · ] of the Firm Shares to be purchased by the Underwriters (the “ Directed Shares ”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “ Participants ”), as part of the distribution of the Offered Shares by the Underwriters (the “ Directed Share Program ”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“ FINRA ”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by Fidelity Capital Markets,

a division of National Financial Services LLC. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby.

The Company has prepared and filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-1, File No. 333-198644 which contains a form of prospectus to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “ Securities Act ”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A under the Securities Act, is called the “ Registration Statement .” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “ Rule 462(b) Registration Statement ,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “ Prospectus . ” The preliminary prospectus dated October [ · ], 2014 describing the Offered Shares and the offering thereof is called the “ Preliminary Prospectus ,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus is called a “ preliminary prospectus .” As used herein, “ Applicable Time ” is [ · ][a.m.][p. m.] (New York City time) on [ · ], 2014 . As used herein, “ free writing prospectus ” has the meaning set forth in Rule 405 under the Securities Act, and “ Time of Sale Prospectus ” means the Preliminary Prospectus together with the free writing prospectuses, if any, identified in Schedule C hereto. As used herein, “Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered Shares contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “ Section 5(d) Written Communication ” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company to one or more potential investors that are qualified institutional buyers (“ QIBs ”) and/or institutions that are accredited investors (“ IAIs ”), as such terms are respectively defined in Rule 144A and Rule 501(a) under the Securities Act, to determine whether such investors might have an interest in the offering of the Offered Shares; “ Section 5(d) Oral Communication ” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the offering of the Offered Shares; “ Marketing Materials ” means any materials or information provided to investors by, or with the approval of, the Company in connection with the marketing of the offering of the Offered Shares, including any roadshow or investor presentations made to investors by the Company (whether in person or electronically); and “ Permitted Section 5(d) Communication ” means the Section 5(d) Written Communication(s) and Marketing Materials listed on Schedule D attached hereto.

All references in this Agreement to (i) the Registration Statement, any preliminary prospectus (including the Preliminary Prospectus), or the Prospectus, or any amendments or supplements to any of the foregoing, or any free writing prospectus, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“ EDGAR ”) and (ii) the Prospectus shall be deemed to include any “electronic Prospectus” provided for use in connection with the offering of the Offered Shares as contemplated by Section 3A(o) of this Agreement.

In the event that the Company has only one subsidiary, then all references herein to “subsidiaries” of the Company shall be deemed to refer to such single subsidiary, mutatis mutandis .

The Company and the Selling Stockholder hereby confirm their respective agreements with the Underwriters as follows:

Section 1. Representations and Warranties of the Company.

A. Representations and Warranties of the Company . The Company hereby represents, warrants and covenants to each Underwriter as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

(a) Compliance with Registration Requirements . The Registration Statement has become effective under the Securities Act. The Company has complied, to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information, if any. No stop order suspending the effectiveness of the Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission.

(b) Disclosure . Each preliminary prospectus and the Prospectus when filed complied in all material respects with the Securities Act and, if filed by electronic transmission pursuant to EDGAR, was identical (except as may be permitted by Regulation S-T under the Securities Act) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Offered Shares. Each of the Registration Statement and any post-effective amendment thereto, at the time it became or becomes effective, complied and will comply in all material respects with the Securities Act and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, the Time of Sale Prospectus (including any preliminary prospectus wrapper) did not, and at the First Closing Date (as defined in Section 2) and at each applicable Option Closing Date (as defined in Section 2), will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus (including any Prospectus wrapper), as of its date, did not, and at the First Closing Date and at each applicable Option Closing Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto, or the Prospectus or the Time of Sale Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by the Representatives or their counsel expressly for use therein, it being understood and agreed that the only such information consists of the information described in Section 9(b) below. There are no contracts or other documents required to be described in the Time of Sale Prospectus or the Prospectus or to be filed as an exhibit to the Registration Statement which have not been described or filed as required.

(c) Free Writing Prospectuses; Road Show . As of the determination date referenced in Rule 164(h) under the Securities Act, the Company was not, is not or will not be (as applicable) an “ineligible issuer” in connection with the offering of the Offered Shares pursuant to Rules 164, 405 and 433 under the Securities Act. Each free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or on behalf of or used or

referred to by the Company complies or will comply in all material respects with the requirements of Rule 433 under the Securities Act, including timely filing with the Commission or retention where required and legending, and each such free writing prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus and not superseded or modified. Except for the free writing prospectuses, if any, identified in Schedule C , and electronic road shows, if any, furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any free writing prospectus. Each Road Show, when considered together with the Time of Sale Prospectus, did not, as of the Applicable Time, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(d) Directed Share Program . (i) The Registration Statement, the Prospectus, the Time of Sale Prospectus and any Preliminary Prospectus comply, and any further amendments or supplements thereto will comply, with any applicable laws or regulations of foreign jurisdictions in which the Prospectus, Time of Sale Prospectus or any Preliminary Prospectus, as amended or supplemented, if applicable, are distributed in connection with the Directed Share Program, and (ii) no authorization, approval, consent, license, order registration or qualification of or with any government, governmental instrumentality or court, other than such as have been obtained, is necessary under the securities laws and regulations of foreign jurisdictions in which the Directed Shares are offered outside the United States. The Company has not offered, or caused the Underwriters to offer, any Offered Shares to any person pursuant to the Directed Share Program with the intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products.

(e) Distribution of Offering Material By the Company . Prior to the later of (i) the expiration or termination of the option granted to the several Underwriters in Section 2, (ii) the completion of the Underwriters’ distribution of the Offered Shares and (iii) the expiration of 25 days after the date of the Prospectus , the Company has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Time of Sale Prospectus, the Prospectus or any free writing prospectus reviewed and consented to by the Representatives (which consent shall not be unreasonably withheld), the free writing prospectuses, if any, identified on Schedule C and any Permitted Section 5(d) Communications.

(f) The Underwriting Agreement . This Agreement has been duly authorized, executed and delivered by the Company.

(g) Authorization of the Offered Shares . The Offered Shares to be issued and sold by the Company have been duly authorized for issuance and sale pursuant to this Agreement and, when such Offered Shares are issued and delivered by the Company against payment therefor pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance and sale of the Offered Shares is not subject to any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase the Offered Shares.

(h) No Applicable Registration or Other Similar Rights . There are no persons with registration or other similar rights to have any equity or debt securities registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, other than the Selling Stockholder with respect to the Offered Shares included in the Registration Statement, except for such rights as have been duly waived.

(i) No Material Adverse Change . Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement, the Time of Sale Prospectus and the Prospectus: (i) there has been no change, or any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, business or properties of the Company and its subsidiaries taken as a whole which is material and adverse (any such change being referred to herein as a “ Material Adverse Change ”); and (ii) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or its subsidiaries and there has been no dividend or distribution of any kind declared, paid or made by the Company or, except for dividends paid to the Company or other subsidiaries, by any of the Company’s subsidiaries on any class of capital stock.

(j) Independent Auditors . Each of (i) Deloitte & Touche LLP and PricewaterhouseCoopers LLP, which expressed their respective opinions with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) of the Company filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (ii) BDO USA, LLP, which expressed their opinion with respect to the financial statements of ClinStar, LLC (“ ClinStar ”) filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus, (iii) Ernst & Young LLP, which expressed their opinion with respect to the financial statements of RPS Parent Holding Corp. (“ RPS ”) filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus and (iv) EisnerAmper LLP, which expressed their opinion with respect to the financial statements of CRI Holding Company, LLC (“ CRI ”) filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus, are (A) independent registered public accounting firms as required by the Securities Act, the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules of the Public Company Accounting Oversight Board (“ PCAOB ”) and (B) in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X under the Securities Act.

(k) Financial Statements . The financial statements filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in all material respects the financial position of (i) the Company and its consolidated subsidiaries, (ii) ClinStar and its consolidated subsidiaries, (iii) RPS and its consolidated subsidiaries and (iv) CRI and its consolidated subsidiaries as of the dates shown and their results of their operations, changes in stockholders’ equity and cash flows for the periods shown, and such financial statements have been prepared in conformity with the generally accepted accounting principles in the United States (“ U.S. GAAP ”) applied on a consistent basis; and the assumptions used in preparing the pro forma financial statements included in the Registration Statement, the Time of Sale Prospectus and the Prospectus provide a reasonable basis for presenting the significant effects directly attributable to the transactions or events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma columns therein reflect the proper application of those adjustments to the corresponding historical financial statement amounts. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Summary—Summary Historical and Pro Forma Financial Data,” “Selected Historical Consolidated Financial Data of PRA,” “Selected Historical Financial Data of RPS” and “Capitalization” fairly present the information set forth therein on a basis consistent with that of the related audited financial statements contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus. All disclosures contained in the Registration Statement, any preliminary prospectus or the Prospectus and any free writing prospectus, that constitute non-GAAP financial measures (as defined by the rules and regulations under the Securities Act and the Exchange Act) comply with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, as applicable. To the Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction

pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(l) Company’s Accounting System . The Company and its subsidiaries make and keep accurate books and records and maintain a system of internal controls (“Internal Controls”), that is sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. GAAP and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(m) Disclosure Controls and Procedures; Deficiencies in or Changes to Internal Control Over Financial Reporting . The Company has established and maintains disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), which (i) are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s principal executive officer and its principal financial officer by others within those entities, particularly during the periods in which the periodic reports required under the Exchange Act are being prepared; (ii) have been evaluated by management of the Company for effectiveness as of the end of the Company’s most recent fiscal quarter; and (iii) are effective in all material respects to perform the functions for which they were established. Since the end of the Company’s most recent audited fiscal year, there have been no significant deficiencies or material weakness in the Company’s internal control over financial reporting (whether or not remediated) and no change in the Company’s internal control over financial reporting, in each case, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. The Company is not aware of any change in its internal control over financial reporting that has occurred during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(n) Incorporation and Good Standing of the Company . The Company has been duly organized and is existing and in good standing under the laws of the State of Delaware with corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and the Company is duly qualified to do business as a foreign organization in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, business or properties of the Company and its subsidiaries taken as a whole (“ Material Adverse Effect ”).

(o) Subsidiaries . Each of the Company’s “subsidiaries” (for purposes of this Agreement, as defined in Rule 405 under the Securities Act) has been duly organized and is existing and in good standing under the laws of the jurisdiction of its organization, with power and authority (corporate and other) to own, lease and operate its properties and conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus; and each subsidiary of the Company is duly qualified to do business as a foreign organization in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified or be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; all of the issued and outstanding capital stock or other equity or ownership interests of each subsidiary of the Company has been duly authorized and validly issued and is fully paid and non-assessable; and the capital stock or other equity or ownership interests of each subsidiary owned

by the Company, directly or through subsidiaries, is owned free from liens, encumbrances and defects, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and other than liens securing the Company’s Senior Secured Credit Facility. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Exhibit 21 to the Registration Statement.

(p) Capitalization and Other Capital Stock Matters . The authorized, issued and outstanding capital stock of the Company is as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Capitalization” (other than for subsequent issuances, if any, pursuant to employee benefit plans, or upon the exercise of outstanding options or warrants, in each case described in the Registration Statement, the Time of Sale Prospectus and the Prospectus). The Shares (including the Offered Shares) conform (or will conform, when issued, as applicable) in all material respects to the description thereof contained in the Time of Sale Prospectus. All of the issued and outstanding Shares (including the Shares owned by the Selling Stockholder) have been duly authorized and validly issued, are fully paid and non-assessable and have been issued in compliance with all applicable Federal and state securities laws. None of the outstanding Shares was issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those described in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The descriptions of the Company’s stock option, stock bonus and other stock plans or arrangements, and the options or other rights granted thereunder, set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus accurately and fairly presents the information required to be shown with respect to such plans, arrangements, options and rights.

(q) Stock Exchange Listing . The Offered Shares have been approved for listing on The NASDAQ Global Select Market (the “ NASDAQ ”), subject only to official notice of issuance.

(r) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries is (i) in violation of its respective charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, or (ii) before giving effect to the transactions contemplated hereby and the issuance, as applicable, and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”), in default (or with the giving of notice or lapse of time would be in default) under any existing obligation agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties or assets of any of them is subject, except, in the case of the foregoing clause (ii) such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(s) Absence of Defaults and Conflicts Resulting from the Transactions. The execution, delivery and performance of this Agreement, consummation of the transactions contemplated hereby and the issuance, as applicable, and sale of the Offered Shares (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”) have been duly authorized by all necessary corporate action and compliance with the terms and provisions thereof will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, or result in the imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to (i) the charter or by-laws, partnership agreement or operating agreement or similar organizational documents, as applicable, of the Company or any of its subsidiaries, (ii) any statute, any rule, regulation or order of any

governmental agency or body or any court, domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their properties or (iii) any agreement or instrument to which the Company or its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties of the Company or any of its subsidiaries is subject, except in the cases of clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(t) Absence of Further Requirements. No consent, approval, authorization or order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company’s execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”), except such as have been obtained or made by the Company and are in full force and effect under the Securities Act, such as shall have been obtained or made prior to the Closing Date and such as may be required under applicable state securities or blue sky laws or FINRA.

(u) No Material Actions or Proceedings . Except as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company or its subsidiaries or any of their respective properties or assets that, if determined adversely to the Company or its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or would materially and adversely affect the Company’s execution, delivery and ability to perform its obligations under this Agreement (including the use of proceeds from the sale of the Offered Shares as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus under the caption “Use of Proceeds”), consummation of the transactions contemplated hereby and the issuance and sale of the Offered Shares; and no such actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) are, to the Company’s knowledge, threatened or contemplated. No labor dispute with the employees of the Company or any of its subsidiaries exists or, to the knowledge of the Company, is threatened or imminent that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(v) Intellectual Property Rights . Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (i) the Company and its subsidiaries own, have the right to use or can acquire on reasonable terms, adequate trademarks, trade names and other rights to inventions, know how, patents, copyrights, confidential information and other intellectual property (collectively, “ intellectual property rights ”) necessary to conduct the business now operated by them, or presently used by them, and (ii) have not received any notice of infringement of or conflict with asserted intellectual property rights of others that, in each case of clauses (i) and (ii), the failure of which or if determined adversely to the Company or any of its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(w) All Necessary Permits, etc . The Company and its subsidiaries possess, and are in compliance with the terms of, all certificates, authorizations, franchises, licenses and permits (“Licenses”) necessary or material to the conduct of the business now conducted or proposed in the Registration Statement, the Time of Sale Prospectus or the Prospectus to be conducted by them, except where the failure to possess or be in compliance with such Licenses would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and have not received any notice of proceedings relating to the revocation or modification of any Licenses that, if determined adversely to the Company or its subsidiaries, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(x) Title to Properties . Except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (i) the Company and its subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, in each case free from liens, charges, encumbrances and defects and (ii) the Company and its subsidiaries hold any leased real or personal property under valid and enforceable leases with no terms or provisions that would interfere with the use made or to be made thereof by them, except where such imperfections of title, liens and encumbrances would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(y) Tax Returns . Except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries have filed all federal, state, local and non-U.S. tax returns that are required to be filed or have requested extensions thereof (except in any case in which the failure so to file would not reasonably be expected to have a Material Adverse Effect); and, except as set forth in the Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and its subsidiaries have paid all taxes (including any assessments, fines or penalties) required to be paid by them, except for any such taxes, assessments, fines or penalties currently being contested in good faith or as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has adequately reserved, in accordance with U.S. GAAP, for income and other business related taxes in its consolidated financial statements for all tax periods for which the statute of limitations has not expired or for which the Company has waived the applicable statute of limitations.

(z) Insurance . The Company and its subsidiaries, taken as a whole, are insured against such losses and risks and in such amounts as are prudent and customary for the businesses in which they are engaged.

(aa) Compliance with Environmental Matters. Except as disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (i) neither the Company nor any of its subsidiaries is in violation of, or to the knowledge of the Company has any liability under, any federal, state, local or non-U.S. statute, law, rule, regulation, ordinance, code, other requirement or rule of law (including common law), or decision or order of any domestic or foreign governmental agency, governmental body or court, relating to pollution, to the use, handling, transportation, treatment, storage, discharge, disposal or release of Hazardous Substances, to the protection or restoration of the environment or natural resources (including biota), to health and safety as such relates to exposure to Hazardous Substances, and to natural resource damages (collectively, “Environmental Laws”), (ii) neither the Company nor any of its subsidiaries owns, occupies, operates or uses any real property that, to the knowledge of the Company, is contaminated with Hazardous Substances, (iii) neither the Company nor any of its subsidiaries is conducting or funding any investigation, remediation, remedial action or monitoring of actual or suspected Hazardous Substances in the environment, (iv) neither the Company nor any of its subsidiaries is alleged to be liable or, to the knowledge of the Company, liable for any release or threatened release of Hazardous Substances, including at any off-site treatment, storage or disposal site, (v) neither the Company nor any of its subsidiaries is subject to or has received any claim against it by any governmental agency or governmental body or person relating to Environmental Laws or Hazardous Substances, and (vi) the Company and its subsidiaries have received and are in compliance with all, and have no liability under any, permits, licenses, authorizations, identification numbers or other approvals required under applicable Environmental Laws to conduct their respective businesses, except in each case covered by clauses (i) through (vi) such as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. For purposes of this subsection “Hazardous Substances” means (A) petroleum and petroleum products, by-products or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and mold, and (B) any other chemical, material

or substance defined or regulated as toxic or hazardous or as a pollutant, contaminant or waste under applicable Environmental Laws.

(bb) ERISA Compliance . Except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect, with respect to any pension, profit sharing or other “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), as to which the Company or any of its subsidiaries has any liability (a “Plan”), none of the Company nor any of its subsidiaries has any liability for (A) any non-exempt prohibited transaction within the meaning of Section 406 of ERISA, (B) failure to satisfy minimum funding standards (within the meaning of Section 302 of ERISA) or (C) any complete or partial “withdrawal liability” within the meaning given such term under Part I of Subtitle E of Title IV of ERISA. All Plans have been maintained in compliance with their terms and all applicable laws, including ERISA and the Code, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

(cc) Company Not an “Investment Company”. The Company is not an open-end investment company, unit investment trust or face-amount certificate company that is or is required to be registered under Section 8 of the United States Investment Company Act of 1940, as amended (the “Investment Company Act”); and the Company will not, after giving effect to the offering and sale of the Offered Shares and the application of the proceeds thereof as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, be required to register as an “investment company” as defined in the Investment Company Act.

(dd) No Price Stabilization or Manipulation; Compliance with Regulation M . Neither the Company nor any of its subsidiaries has taken, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares or of any “reference security” (as defined in Rule 100 of Regulation M under the Exchange Act ( “ Regulation M” ) with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and has taken no action which would directly or indirectly violate Regulation M.

(ee) FINRA Matters . All of the information provided to the Underwriters or to counsel for the Underwriters by the Company, its counsel, its officers and directors and the holders of any securities (debt or equity) or options to acquire any securities of the Company in connection with the offering of the Offered Shares is true, complete, correct and compliant with FINRA’s rules and any letters, filings or other supplemental information provided to FINRA pursuant to FINRA Rules or NASD Conduct Rules is true, complete and correct.

(ff) Parties to Lock-Up Agreements . The Company has furnished to the Underwriters a letter agreement in the form and substance satisfactory to the Representatives (the “ Lock-up Agreement ”) from the Selling Stockholder and each of the persons agreed to by the Representatives. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

(gg) Statistical and Market-Related Data . Any third-party statistical and market-related data included in the Registration Statement, the Time of Sale Prospectus or the Prospectus, or any Free Writing Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects.

(hh) No Unlawful Contributions or Other Payments . Neither the Company nor any of its subsidiaries nor, to the best of the Company’s knowledge, any employee or agent (each while acting in his, her or its capacity as such) of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law.

(ii) Compliance with Anti-Bribery Laws. The Company and its subsidiaries and, to the best of the Company’s knowledge, their respective officers, directors, supervisors, managers, agents and employees (each while acting in his, her or its capacity as such) and affiliates (each while acting at the direction of or on behalf of the Company) have not violated, and their participation in this offering will not violate, and the Company maintains practices and procedures reasonably designed to ensure compliance with applicable anti-bribery laws, including but not limited to, any applicable law, rule, or regulation of any locality, including but not limited to any applicable law, rule, or regulation promulgated to implement the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, signed December 17, 1997, including the U.S. Foreign Corrupt Practices Act of 1977 or any other applicable anti-bribery law, rule or regulation of similar purpose and scope.

(jj) Compliance with Anti-Money Laundering . The Company and its subsidiaries and, to the best of the Company’s knowledge, their respective officers, directors, supervisors, managers, agents and employees (each while acting in his, her or its capacity as such) and affiliates (each while acting at the direction of or on behalf of the Company) have not violated, and their participation in this offering will not violate applicable anti-money laundering laws, including but not limited to, applicable federal, state, international, foreign or other laws, regulations or government guidance regarding anti-money laundering, including, without limitation, the anti-money laundering provisions of Title 18 U.S. Code sections 1956 and 1957, the Patriot Act, the Bank Secrecy Act, and international anti-money laundering principals or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering, of which the United States is a member and with which designation the United States representative to the group or organization continues to concur, all as amended, and any Executive order, directive, or regulation pursuant to the authority of any of the foregoing, or any orders or licenses issued thereunder (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, is threatened.

(kk) OFAC and Economic Sanctions Laws . Neither the Company nor any of its subsidiaries nor, to the best knowledge of the Company, their respective officers, directors, supervisors, managers, agents, employees and officers, are currently the target of any sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department, the United Nations Security Council, the European Union, Her Majesty’s Treasury or other applicable sanctions authority (collectively, “Sanctions”); and the Company will not directly or indirectly use the proceeds of this offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, or any joint venture partner or other person or entity, for the purpose of financing the activities of or business with any person, or in any country or territory, that currently is the target of comprehensive Sanctions or in any other manner that will result in a violation by any person (including any person participating in the transaction whether as underwriter, advisor, investor or otherwise) of any Sanctions.

(ll) Sarbanes-Oxley Act. There is and has been no failure on the part of the Company and any of the Company’s directors or officers, in their capacities as such, to comply with any provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “Sarbanes-Oxley Act”), including Section 402 relating to loans.

(mm) Brokers . Except pursuant to this Agreement, there are no contracts, agreements or understandings between the Company and any person that would give rise to a valid claim against the Company or the Selling Stockholder for a brokerage commission, finder’s fee or other like payment in connection with the offer and sale of the Shares contemplated by this Agreement.

(nn) Forward-Looking Statements. Each financial or operational projection or other “forward-looking statement” (as defined by Section 27A of the Securities Act or Section 21E of the Exchange Act) contained in the Registration Statement, the Time of Sale Prospectus or the Prospectus (i) was so included by the Company in good faith and with reasonable basis after due consideration by the Company of the underlying assumptions, estimates and other applicable facts and circumstances and (ii) is accompanied by meaningful cautionary statements identifying those factors that could cause actual results to differ materially from those in such forward-looking statement. No such statement was made with the knowledge of an executive officer or director of the Company that was false or misleading.

(oo) Emerging Growth Company Status . From the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on which the Company engaged in any Section 5(d) Written Communication or any Section 5(d) Oral Communication) through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the Securities Act (an “ Emerging Growth Company ”).

(pp) Communications . The Company (i) has not alone engaged in communications with potential investors in reliance on Section 5(d) of the Securities Act other than Permitted Section 5(d) Communications with the consent of the Representatives with entities that are QIBs or IAIs; (ii) has not authorized anyone other than the Representatives to engage in such communications; the Company reconfirms that the Representatives have been authorized to act on its behalf in undertaking Marketing Materials, Section 5(d) Oral Communications and Section 5(d) Written Communications; as of the Applicable Time, each Permitted Section 5(d) Communication, when considered together with the Time of Sale Prospectus, did not, as of the Applicable Time, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each Permitted Section 5(d) Communication, if any, does not, as of the date hereof, conflict with the information contained in the Registration Statement, the Preliminary Prospectus and the Prospectus and (iii) has filed publicly on EDGAR at least 21 calendar days prior to any “road show” (as defined in Rule 433 under the Act), any confidentially submitted registration statement and registration statement amendment relating to the offer and sale of the Offered Shares.

(qq) Clinical Data and Regulatory Compliance. To the knowledge of the Company, the preclinical tests and clinical trials, and other studies (collectively, “ studies ”) that are conducted by the Company’s business as described in the Registration Statement, the Time of Sale Prospectus or the Prospectus are being, and since January 1, 2010 have been, conducted in all material respects in accordance with the protocols, procedures and controls designed and approved for such studies. The Company and its subsidiaries have made all filings and obtained all approvals as may be required by the Food and Drug Administration of the U.S. Department of Health and Human Services or any committee thereof or from any other U.S. or foreign government or drug or medical device regulatory agency, or health care facility Institutional Review Board (collectively, the “ Regulatory Agencies ”), except where the failure to so file or obtain such approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, since January 1, 2010 the Company has not received written notice of any claim, action, suit, proceeding, hearing, enforcement, investigation, arbitration or other similar action from any Regulatory Agency alleging that any studies are in material violation of any applicable law or approval and the Company has no knowledge that any such Regulatory Agency is considering any such claim, litigation, arbitration, action, suit, investigation or proceeding. The Company has not received written or oral notice that any Regulatory Agency has taken, is

taking or intends to take action to limit, suspend, materially modify or revoke any material approvals and the Company has no knowledge that any such Regulatory Agency is considering such action.

(rr) Compliance with Health Care Laws . Neither the Company nor any of its subsidiaries is in violation of any Health Care Laws, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect. For purposes of this Agreement, “ Health Care Laws ” means: (i) the Federal Food, Drug, and Cosmetic Act and the regulations promulgated thereunder; (ii) all applicable federal, state, local and all applicable foreign health care related fraud and abuse laws, including, without limitation, the U.S. Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)) and the regulations promulgated pursuant to such statutes; (iii) the Standards for Privacy of Individually Identifiable Health Information (the “ Privacy Rule ”), the Security Standards, and the Standards for Electronic Transactions and Code Sets promulgated under the U.S. Health Insurance Portability and Accountability Act of 1996 (“ HIPAA ”) (42 U.S.C. Section 1320d et seq.), the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. Section 17921 et seq.), and the regulations promulgated thereunder and any state or non-U.S. counterpart thereof or other law or regulation the purpose of which is to protect the privacy of individuals or prescribers; (iv) the U.S. Controlled Substances Act (21 U.S.C. Section 801 et seq.); and (v) quality, safety and accreditation requirements under applicable federal, state, local or foreign laws or regulatory bodies. Additionally, neither the Company nor any of its subsidiaries, nor, to the knowledge of the Company, any of their respective employees, officers or directors has been excluded, suspended or debarred from participation in any U.S. federal health care program or human clinical research or, to the knowledge of the Company and its subsidiaries, is subject to a governmental inquiry, investigation, proceeding, or other similar action that would reasonably be expected to result in debarment, suspension, or exclusion.

Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to any Underwriter or to counsel for the Underwriters in connection with the offering, or the purchase and sale, of the Offered Shares shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

The Company has a reasonable basis for making each of the representations set forth in this Section 1A. The Company acknowledges that the Underwriters and, for purposes of the opinions to be delivered pursuant to Section 6 hereof, counsel to the Company and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

B. Representations and Warranties of the Selling Stockholder . In addition to the representations, warranties and covenants set forth in Section 1A, the Selling Stockholder represents, warrants and covenants to each Underwriter, as follows:

(a) The Underwriting Agreement . This Agreement has been duly authorized, executed and delivered by or on behalf of the Selling Stockholder.

(b) Title to Offered Shares to be Sold . The Selling Stockholder has, and on the First Closing Date and each applicable Option Closing Date will have, valid title to, or a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the New York Uniform Commercial Code (“ UCC ”)) to all of the Offered Shares subject to sale by the Selling Stockholder pursuant to this Agreement free and clear of all liens, encumbrances, equities and claims, and has the legal right to sell its interest in all of such Offered Shares and to comply with its other obligations hereunder, and, assuming that each Underwriter acquires its interest in the Offered Shares it has purchased from the Selling Stockholder without notice of any adverse claim (within the meaning of Section 8-105 of the UCC), each Underwriter that has purchased such Offered Shares delivered on the First Closing Date and each applicable Option Closing Date to The Depository Trust Company (“ DTC ”) or other securities intermediary by making payment therefor as

provided herein, and that has had such Offered Shares credited to the securities account or accounts of such Underwriters maintained with DTC or such other securities intermediary will have acquired a “security entitlement” (within the meaning of Section 8-102(a)(17) of the UCC) to such Offered Shares purchased by such Underwriter, and no action based on an adverse claim (within the meaning of Section 8-105 of the UCC) may be asserted against such Underwriter with respect to such securities entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Offered Shares will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC is a “clearing corporation,” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC.

(c) Non-Contravention; No Further Authorizations or Approvals Required . The execution and delivery by the Selling Stockholder of, and the performance by the Selling Stockholder of its obligations under, this Agreement will not contravene or conflict with, result in a breach of, or constitute a default (or, with the giving of notice or lapse of time, would be in default) under, or require the consent of any other party to, (i) the limited partnership agreement of the Selling Stockholder, (ii) any other agreement or instrument to which the Selling Stockholder is a party or by which it is bound or under which it is entitled to any right or benefit, or (iii) any provision of applicable law or any judgment, order, decree or regulation applicable to the Selling Stockholder of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Selling Stockholder, except, in the case of the foregoing clauses (ii) and (iii) as would not, individually or in the aggregate, reasonably be expected to materially impact the Selling Stockholder’s ability to perform its obligations under this Agreement. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental authority or agency, is required for the consummation by the Selling Stockholder of the transactions contemplated in this Agreement, except such as may be required under the Securities Act, applicable state securities or blue sky laws and from the FINRA and such other approvals as have been obtained on or prior to the date of this Agreement.

(d) Disclosure Made by the Selling Stockholder in the Prospectus . All information furnished to the Company or any Underwriter by or on behalf of the Selling Stockholder in writing expressly for use in the Registration Statement, the Time of Sale Prospectus or the Prospectus is, and on the First Closing Date and each applicable Option Closing Date will be, true, correct, and complete in all material respects, and did not, as of the Applicable Time, and on the First Closing Date and each applicable Option Closing Date will not, contain any untrue statement of a material fact or omit to state any material fact necessary to make such information not misleading, it being understood and agreed that the only such information consists of the information with respect to the Selling Stockholder under the caption “Principal and Selling Stockholders” in the Registration Statement, the Time of Sale Prospectus and the Prospectus (such information, the “ Selling Stockholder Information ”).

(e) Distribution of Offering Materials by the Selling Stockholder . Prior to the later of (i) the expiration or termination of the option granted to the several Underwriters under Section 2, (ii) the completion of the Underwriters’ distribution of the Offered Shares, the Selling Stockholder has not distributed and will not distribute any offering material in connection with the offering and sale of the Offered Shares other than the Registration Statement, the Preliminary Prospectus, the free writing prospectus listed on Schedule C and the Prospectus and (iii) the expiration of 25 days after the date of the Prospectus.

(f) No Price Stabilization or Manipulation . The Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to or that has constituted or that might

reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

Any certificate signed by the Selling Stockholder and delivered to any Underwriter or to counsel for the Underwriters shall be deemed a representation and warranty by the Selling Stockholder to each Underwriter as to the matters covered thereby.

The Selling Stockholder has a reasonable basis for making each of the representations set forth in this Section 1(B). The Selling Stockholder acknowledges that the Underwriters and, for purposes of the opinion to be delivered pursuant to Section 6 hereof, counsel to the Selling Stockholder and counsel to the Underwriters, will rely upon the accuracy and truthfulness of the foregoing representations and hereby consents to such reliance.

Section 2. Purchase, Sale and Delivery of the Offered Shares .

(a) The Firm Shares . Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of [ · ] Firm Shares and (ii) the Selling Stockholder agrees to sell to the several Underwriters an aggregate of [ · ] Firm Shares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholder the respective number of Firm Shares set forth opposite their names on Schedule A . The purchase price per Firm Share to be paid by the several Underwriters to the Company and the Selling Stockholder shall be $[ · ] per share.

(b) The First Closing Date . Delivery of certificates for the Firm Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of Latham & Watkins LLP (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on [ · ], 2014 , or such other time and date not later than 1:30 p.m. New York City time, on [ · ], 2014 as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “ First Closing Date ”). The Company and the Selling Stockholder hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company, the Selling Stockholder or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11 and 19.

(c) The Optional Shares; Option Closing Date . In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Selling Stockholder hereby grants an option to the several Underwriters (other than KCM) to purchase, severally and not jointly, up to an aggregate of [ · ] Optional Shares from the Selling Stockholder at the purchase price per share to be paid by the Underwriters for the Firm Shares. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representatives to the Selling Stockholder (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Shares as to which the Underwriters are exercising the option and (ii) the time, date and place at which certificates for the Optional Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “ First Closing Date ” shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “ Option Closing Date ,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, (a) each Underwriter

(other than KCM) agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as (I) the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to (II) the total number of Firm Shares reduced by the number of Firm Shares allocated to KCM on Schedule A and (b) the Selling Stockholder agrees to sell the number of Optional Shares to be sold as the number of Optional Shares set forth in Schedule B opposite the name of the Selling Stockholder. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholder (with a copy to the Company).

(d) Public Offering of the Offered Shares . The Representatives hereby advise the Company and the Selling Stockholder that the Underwriters intend to offer for sale to the public, initially on the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, their respective portions of the Offered Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.

(e) Payment for the Offered Shares . (i) Payment for the Offered Shares to be sold by the Company shall be made at the First Closing Date by wire transfer of immediately available funds to the order of the Company. Payment for the Offered Shares to be sold by the Selling Stockholder shall be made at the First Closing Date (and, if applicable, at each Option Closing Date) by wire transfer of immediately available funds to the order of the Selling Stockholder.

(ii) It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Shares and any Optional Shares the Underwriters have agreed to purchase. Each of Jefferies and Citigroup, individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Offered Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives by the First Closing Date or the applicable Option Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any of its obligations under this Agreement.

(iii) The Selling Stockholder hereby agrees that it will pay all stock transfer taxes, stamp duties and other similar taxes, if any, payable upon the sale or delivery of the Offered Shares to be sold by the Selling Stockholder to the several Underwriters, or upon the resale of the Offered Shares by the Underwriters, or otherwise in connection with the performance of the Selling Stockholder’s obligations hereunder.

(f) Delivery of the Offered Shares . The Company and the Selling Stockholder shall deliver, or cause to be delivered, through the book-entry facilities of DTC for the accounts of the several Underwriters the Firm Shares to be sold by them at the First Closing Date, against release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Selling Stockholder shall also deliver, or cause to be delivered, through the book-entry facilities of DTC, for the accounts of the several Underwriters, the Optional Shares the Underwriters have agreed to purchase from them at the First Closing Date or the applicable Option Closing Date, as the case may be, against the release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Offered Shares shall be delivered to such accounts and in such denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the applicable Option Closing Date, as the case may be).

Section 3. Additional Covenants of the Company.

A. Covenants of the Company . The Company further covenants and agrees with each Underwriter as follows:

(a) Delivery of Registration Statement, Time of Sale Prospectus and Prospectus . The Company shall furnish to you in New York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement and during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares, as many copies of the Time of Sale Prospectus, the Prospectus and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.

(b) Representatives’ Review of Proposed Amendments and Supplements . During the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), the Company (i) will furnish to the Representatives for review, a reasonable period of time prior to the proposed time of filing of any proposed amendment or supplement to the Registration Statement, a copy of each such amendment or supplement and (ii) will not amend or supplement the Registration Statement without the Representatives’ prior written consent (which consent shall not be unreasonably withheld). Prior to amending or supplementing any preliminary prospectus, the Time of Sale Prospectus or the Prospectus, the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the time of filing or use of the proposed amendment or supplement, a copy of each such proposed amendment or supplement. The Company shall not file or use any such proposed amendment or supplement without the Representatives’ prior written consent (which consent shall not be unreasonably withheld). The Company shall file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus required to be filed pursuant to such Rule.

(c) Free Writing Prospectuses . The Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of each proposed free writing prospectus or any amendment or supplement thereto prepared by or on behalf of, used by, or referred to by the Company, and the Company shall not file, use or refer to any proposed free writing prospectus or any amendment or supplement thereto without the Representatives’ prior written consent (which consent shall not be unreasonably withheld). The Company shall furnish to each Underwriter, without charge, as many copies of any free writing prospectus prepared by or on behalf of, used by or referred to by the Company as such Underwriter may reasonably request. If at any time when a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with sales of the Offered Shares (but in any event if at any time through and including the First Closing Date) there occurred or occurs an event or development as a result of which any free writing prospectus prepared by or on behalf of, used by, or referred to by the Company conflicted or would conflict with the information contained in the Registration Statement or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, the Company shall promptly amend or supplement such free writing prospectus to eliminate or correct such conflict so that the statements in such free writing prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at such time, not misleading, as the case may be; provided, however , that prior to amending or supplementing any such free writing prospectus, the Company shall furnish to the Representatives for review, a reasonable amount of time prior to the proposed time of filing or use thereof, a copy of such proposed amended or supplemented free writing prospectus, and the Company shall not file, use or refer to

any such amended or supplemented free writing prospectus without the Representatives’ prior written consent (which consent shall not be unreasonably withheld).

(d) Amendments and Supplements to Time of Sale Prospectus . If the Time of Sale Prospectus is being used to solicit offers to buy the Offered Shares at a time when the Prospectus is not yet available to prospective purchasers, and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus so that the Time of Sale Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading, or if any event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to comply with applicable law, the Company shall (subject to Section 3A(b) and Section 3A(c) hereof) promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in the Time of Sale Prospectus as so amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when delivered to a prospective purchaser, not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the information contained in the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.

(e) Certain Notifications and Required Actions . After the date of this Agreement, the Company shall promptly advise the Representatives in writing of: (i) the receipt of any comments of, or requests for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus; (iii) the time and date that any post-effective amendment to the Registration Statement becomes effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any amendment or supplement to any preliminary prospectus, the Time of Sale Prospectus or the Prospectus or of any order preventing or suspending the use of any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing or quotation the Shares from any securities exchange upon which they are listed for trading or included or designated for quotation, or of the threatening or initiation of any proceedings for any of such purposes. If the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment. Additionally, the Company agrees that it shall comply with all applicable provisions of Rule 424(b), Rule 433 and Rule 430A under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a timely manner by the Commission.

(f) Amendments and Supplements to the Prospectus and Other Securities Act Matters . If any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus so that the Prospectus does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading, or if in the opinion of the Representatives or counsel for the Underwriters it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, the Company agrees (subject to Section 3A(b) and Section 3A(c)) hereof to promptly prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, amendments or supplements to the Prospectus so that the statements in the Prospectus as so

amended or supplemented will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) to a purchaser, not misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. Neither the Representatives’ consent to, nor delivery of, any such amendment or supplement shall constitute a waiver of any of the Company’s obligations under Section 3A(b) or Section 3A(c).

(g) Blue Sky Compliance . The Company shall cooperate with the Representatives and counsel for the Underwriters to qualify or register the Offered Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws (or other foreign laws) of those jurisdictions designated by the Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Offered Shares. The Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Representatives promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Offered Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(h) Use of Proceeds . The Company shall apply the net proceeds from the sale of the Offered Shares sold by it in the manner described under the caption “Use of Proceeds” in the Registration Statement, the Time of Sale Prospectus and the Prospectus.

(i) Transfer Agent . The Company shall engage and maintain, at its expense, a registrar and transfer agent for the Shares.

(j) Earnings Statement . The Company will make generally available to its security holders and to the Representatives as soon as practicable an earnings statement (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.

(k) Continued Compliance with Securities Laws . The Company will comply with the Securities Act and the Exchange Act so as to permit the completion of the distribution of the Offered Shares as contemplated by this Agreement , the Registration Statement, the Time of Sale Prospectus and the Prospectus. Without limiting the generality of the foregoing, the Company will, during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), file on a timely basis with the Commission and the NASDAQ all reports and documents required to be filed under the Exchange Act. Additionally, the Company shall report the use of proceeds from the issuance of the Offered Shares as may be required under Rule 463 under the Securities Act.

(l) Listing . The Company will use its best efforts to list, subject to notice of issuance, the Offered Shares on the NASDAQ.

(m) Company to Provide Copy of the Prospectus in Form That May be Downloaded from the Internet . If requested by the Representatives, the Company shall cause to be prepared and delivered, at its expense, within one business day from the effective date of this Agreement, to the Representatives an

“ electronic Prospectus ” to be used by the Underwriters in connection with the offering and sale of the Offered Shares. As used herein, the term “ electronic Prospectus ” means a form of Time of Sale Prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be encoded in an electronic format, satisfactory to the Representatives, that may be transmitted electronically by the Representatives and the other Underwriters to offerees and purchasers of the Offered Shares; (ii) it shall disclose the same information as the paper Time of Sale Prospectus, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and image material shall be replaced in the electronic Prospectus with a fair and accurate narrative description or tabular representation of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory to the Representatives, that will allow investors to store and have continuously ready access to the Time of Sale Prospectus at any future time, without charge to investors (other than any fee charged for subscription to the Internet as a whole and for on-line time). The Company hereby confirms that it has included or will include in the Prospectus filed pursuant to EDGAR or otherwise with the Commission and in the Registration Statement at the time it was declared effective an undertaking that, upon receipt of a request by an investor or his or her representative, the Company shall transmit or cause to be transmitted promptly, without charge, a paper copy of the Time of Sale Prospectus.

(n) Agreement Not to Offer or Sell Additional Shares . During the period commencing on and including the date hereof and continuing through and including the 180th day following the date of the Prospectus (such period, as extended as described below, being referred to herein as the “ Lock-up Period ”), the Company will not, without the prior joint written consent of the Representatives (which consent may be withheld in their sole discretion), directly or indirectly: (i) sell, offer to sell, contract to sell or lend any Shares or Related Securities (as defined below); (ii) effect any short sale, or establish or increase any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) or liquidate or decrease any “call equivalent position” (as defined in Rule 16a-1(b) under the Exchange Act) of any Shares or Related Securities; (iii) pledge, hypothecate or grant any security interest in any Shares or Related Securities; (iv) in any other way transfer or dispose of any Shares or Related Securities; (v) enter into any swap, hedge or similar arrangement or agreement that transfers, in whole or in part, the economic risk of ownership of any Shares or Related Securities, regardless of whether any such transaction is to be settled in securities, in cash or otherwise; (vi) announce the offering of any Shares or Related Securities; (vii) file any registration statement under the Securities Act in respect of any Shares or Related Securities (other than as contemplated by this Agreement with respect to the Offered Shares); or (viii) publicly announce the intention to do any of the foregoing. The foregoing sentence shall not apply to (A) the Securities to be sold hereunder, (B) any shares of Common Stock issued by the Company upon the exercise of options to purchase shares of Common Stock or upon the vesting of restricted stock awards, in each case disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (C) the grant of awards pursuant to employee benefit plans or arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (D) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, to be registered pursuant to any registration statement on Form S-8 pursuant to employee benefit plans or arrangements described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, (E) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock; provided that such plan does not provide for the transfer of shares of Common Stock during the Lock-up Period, and the establishment of such plan does not require or otherwise result in any public filing or other public announcement of such plan during such Lock-up Period (as extended), (F) the issuance of shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or other assets of another person or business entity or pursuant to any employee benefit plan assumed by the Company in connection with any such acquisition or (G) the issuance of shares of Common Stock, of restricted stock awards or of options to purchase shares of Common Stock, in each case, in connection with joint ventures, commercial relationships or other

strategic transactions; provided that, in the case of immediately preceding clauses (F) and (G), the aggregate number of restricted stock awards and shares of Common Stock issued in connection with, or issuable pursuant to the exercise of any options issued in connection with, all such acquisitions and other transactions does not exceed 5% of the aggregate number of shares of Common Stock outstanding immediately following the offering of the Offered Shares pursuant to this Agreement and the recipient of the shares of Common Stock agrees in writing to be bound by the same terms described in the Lock-Up Agreement (as defined herein). For purposes of the foregoing, “ Related Securities ” shall mean any options or warrants or other rights to acquire Shares or any securities exchangeable or exercisable for or convertible into Shares, or to acquire other securities or rights ultimately exchangeable or exercisable for, or convertible into, Shares.

(o) No Stabilization or Manipulation; Compliance with Regulation M . The Company will not take, and will ensure that no affiliate of the Company will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares or any reference security with respect to the Shares, whether to facilitate the sale or resale of the Offered Shares or otherwise, and the Company will, and shall cause each of its affiliates to, comply with all applicable provisions of Regulation M.

(p) Amendments and Supplements to Permitted Section 5(d)Communications . If at any time following the distribution of any Permitted Section 5(d) Communication until the completion of the offering contemplated by this Agreement, there occurred or occurs an event or development as a result of which such Permitted Section 5(d) Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Permitted Section 5(d) Communication to eliminate or correct such untrue statement or omission.

B. Covenants of the Selling Stockholder. The Selling Stockholder further covenants and agrees with each Underwriter:

(a) Notification. The Selling Stockholder will advise you promptly, and if requested by you, will confirm such advice in writing, during the period when a prospectus relating to the Offered Shares is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), of any change in the Selling Stockholder Information in the Registration Statement, any preliminary prospectus, any free writing prospectus, the Prospectus or any amendment or supplement thereto relating to the Selling Stockholder.

(b) Delivery of Forms W-8 and W-9 . To deliver to the Representatives prior to the First Closing Date a properly completed and executed United States Treasury Department Form W-9, together with all required attachments, if any.

The Representatives, on behalf of the several Underwriters, may, in their sole discretion, waive in writing the performance by the Company or the Selling Stockholder of any one or more of the foregoing covenants or extend the time for their performance.

Section 4. Payment of Expenses. The Company agrees to pay all costs, fees and expenses incurred in connection with the performance of their obligations hereunder and in connection with the transactions contemplated hereby, including without limitation (i) all expenses incident to the issuance and delivery of the Offered Shares to be issued or sold by the Company (including all printing and engraving costs), (ii) all fees and expenses of the registrar and transfer agent of the Shares, (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Offered

Shares to the Underwriters and the resale of the Offered Shares to be issued or sold by the Company by the Underwriters, (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors, (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Time of Sale Prospectus, the Prospectus, each free writing prospectus prepared by or on behalf of, used by, or referred to by the Company, and each preliminary prospectus, each Permitted Section 5(d) Communication, and all amendments and supplements thereto, and this Agreement, (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Underwriters in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Offered Shares for offer and sale under the state securities or blue sky laws or the provincial securities laws of Canada, and, if requested by the Representatives, preparing and printing a “Blue Sky Survey” or memorandum and a “Canadian wrapper”, and any supplements thereto, advising the Underwriters of such qualifications, registrations and exemptions, (vii) the costs, fees and expenses incurred by the Underwriters not to exceed $25,000 in connection with determining their compliance with the rules and regulations of FINRA related to the Underwriters’ participation in the offering and distribution of the Offered Shares, including any related filing fees and the reasonable legal fees of, and disbursements by, counsel to the Underwriters, (viii) the costs and expenses of the Company relating to investor presentations on any “road show”, any Permitted Section 5(d) Communication or any Section 5(d) Oral Communication undertaken in connection with the offering of the Offered Shares, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, travel and lodging expenses of the representatives, employees and officers of the Company and any such consultants, and one-half of the cost of any aircraft chartered in connection with the road show, (ix) the fees and expenses associated with listing the Offered Shares on the NASDAQ, and (x) all other fees, costs and expenses of the nature referred to in Item 13 of Part II of the Registration Statement and (xi) all costs and expenses of the Underwriters, including the reasonable fees and disbursements of counsel for the Underwriters, in connection with matters related to the Directed Shares which are designated by the Company for sale to Participants. Except as provided in this Section 4 or in Section 7, Section 9 or Section 10 hereof, the Underwriters shall pay their own expenses, including the fees and disbursements of their counsel and travel and lodging expenses (including one half of the cost of any aircraft chartered in connection with the roadshow and stock transfer taxes on any resale of any of the Offered Shares by them).

The Selling Stockholder further agrees with each Underwriter to pay (directly or by reimbursement) all fees and expenses incident to the performance of their obligations under this Agreement that are not otherwise specifically provided for herein, including but not limited to (i) fees and expenses of counsel and other advisors for Selling Stockholder and (ii) fees, expenses and taxes incident to the sale and delivery of the Offered Shares to be sold by the Selling Stockholder to the Underwriters hereunder and the resale of such Offered Shares by the Underwriters (which taxes, if any, may be deducted by the Custodian under the provisions of Section 2 of this Agreement).

This Section 4 shall not affect or modify any separate, valid agreement relating to the allocation of payment of expenses between the Company, on the one hand, and the Selling Stockholder, on the other hand.

Section 5. Covenant of the Underwriters. Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

Section 6. Conditions of the Obligations of the Underwriters. The respective obligations of the several Underwriters hereunder to purchase and pay for the Offered Shares as provided herein on the First Closing Date and, with respect to the Optional Shares, each Option Closing Date, shall be subject to the accuracy of the representations and warranties on the part of the Company and the Selling Stockholder set forth in Section 1 hereof as of the date hereof and as of the First Closing Date as though then made and, with respect to the Optional Shares, as of each Option Closing Date as though then made, to the timely performance by the Company and the Selling Stockholder in all material respects (except to the extent qualified by materiality, in which case such covenants and obligations shall be subject to performance in all respects) of their respective covenants and other obligations hereunder, and to each of the following additional conditions:

(a) Comfort Letter . On the date hereof, the Representatives shall have received from each of PricewaterhouseCoopers LLP, Deloitte & Touche LLP and Ernst & Young LLP, independent registered public accountants for the Company or RPS, as appropriate, a letter dated the date hereof addressed to the Underwriters, in form and substance satisfactory to the Representatives, containing statements and information of the type ordinarily included in accountant’s “comfort letters” to underwriters, delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), with respect to the audited and unaudited financial statements and certain financial information contained in the Registration Statement, the Time of Sale Prospectus, and each free writing prospectus, if any.

(b) Compliance with Registration Requirements; No Stop Order; No Objection from FINRA .

(i) The Company shall have filed the Prospectus with the Commission (including the information required by Rule 430A under the Securities Act) in the manner and within the time period required by Rule 424(b) under the Securities Act; or the Company shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430A, and such post-effective amendment shall have become effective.

(ii) No stop order suspending the effectiveness of the Registration Statement or any post-effective amendment to the Registration Statement shall be in effect, and no proceedings for such purpose shall have been instituted or threatened by the Commission.

(iii) If a filing has been made with FINRA, FINRA shall have raised no objection to the fairness and reasonableness of the underwriting terms and arrangements.

(c) No Material Adverse Change or Ratings Agency Change . For the period from and after the date of this Agreement and through and including the First Closing Date and, with respect to any Optional Shares purchased after the First Closing Date, each Option Closing Date:

(i) in the judgment of the Representatives there shall not have occurred any Material Adverse Change, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the completion of the offering contemplated hereby on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities.

(ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any “nationally recognized statistical rating organization” as that term is used in Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act.

(d) Opinion of Counsel for the Company and the Selling Stockholder . On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion and 10b-5 statement of Simpson Thacher & Bartlett LLP, counsel for the Company, dated as of such date, in the form and substance satisfactory to the Representatives and to such further effect as the Representatives shall reasonably request.

(e) Opinion of Vice President of Legal Affairs for the Company . On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion of Timothy McClain, Vice President of Legal Affairs for the Company, dated as of such date, in the form and substance satisfactory to the Representatives and to such further effect as the Representatives shall reasonably request.

(f) Opinion of Counsel for the Underwriters . On each of the First Closing Date and each Option Closing Date the Representatives shall have received the opinion and 10b-5 statement of Latham & Watkins LLP, counsel for the Underwriters in connection with the offer and sale of the Offered Shares, in form and substance satisfactory to the Underwriters, dated as of such date, with executed copies for each of the other Underwriters named on the Prospectus cover page.

(g) Officers’ Certificate . On each of the First Closing Date and each Option Closing Date, the Representatives shall have received a certificate executed by the Chief Executive Officer or President of the Company and the Chief Financial Officer of the Company, dated as of such date, to the effect set forth in Section 6(b)(ii) and further to the effect that:

(i) for the period from and including the date of this Agreement through and including such date, there has not occurred any Material Adverse Change;

(ii) the representations and warranties of the Company set forth in Section 1A of this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case such representations and warranties shall be subject to accuracy in all respects) with the same force and effect as though expressly made on and as of such date; and

(iii) the Company has complied with all the agreements hereunder and satisfied all the conditions on its part to be performed or satisfied hereunder at or prior to such date in all material respects (except to the extent already qualified by materiality, in which case such representations and warranties shall be subject to accuracy in all respects).

(h) CFO’s Certificate . On the date hereof and on the First Closing Date and each applicable Option Closing Date, the Representatives shall receive from the Company’s Chief Financial Officer a certificate with respect to certain financial information contained in the Registration Statement, the Preliminary Prospectus, Time of Sale Prospectus, and each free writing prospectus, if any, and the Prospectus, in the form and substance satisfactory to the Representatives.

(i) Bring-down Comfort Letter . On each of the First Closing Date and each Option Closing Date the Representatives shall have received from each of PricewaterhouseCoopers LLP, Deloitte & Touche LLP, and Ernst & Young LLP independent registered public accountants for the Company or RPS, as applicable, a letter dated such date, in form and substance satisfactory to the Representatives, which letter shall: (i) reaffirm the statements made in the letter furnished by them pursuant to Section 6(a), except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the First Closing Date or the applicable Option Closing Date, as the case may be; and (ii) cover certain financial information contained in the Prospectus.

(j) Selling Stockholder’s Certificate . On each of the First Closing Date and each Option Closing Date, the Representatives shall receive a written certificate executed by the general partner of the Selling Stockholder, dated as of such date, to the effect that:

(i) the representations and warranties of the Selling Stockholder set forth in Section 1B of this Agreement are true and correct in all material respects (except to the extent already qualified by materiality, in which case such representations and warranties shall be subject to accuracy in all respects) with the same force and effect as though expressly made by the Selling Stockholder on and as of such date; and

(ii) the Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date.

(k) Selling Stockholder’s Documents . On the date hereof, the Selling Stockholder shall have furnished for review by the Representatives such further information, certificates and documents as the Representatives may reasonably request.

(l) Lock-Up Agreements. On or prior to the date hereof, the Company shall have furnished to the Representatives a Lock-Up Agreement from the Selling Stockholder and each of the persons agreed to by the Representatives, and each such agreement shall be in full force and effect on each of the First Closing Date and each Option Closing Date.

(m) Rule 462(b) Registration Statement . In the event that a Rule 462(b) Registration Statement is filed in connection with the offering contemplated by this Agreement, such Rule 462(b) Registration Statement shall have been filed with the Commission on the date of this Agreement and shall have become effective automatically upon such filing.

(n) Approval of Listing . At the First Closing Date, the Offered Shares shall have been approved for listing on the NASDAQ, subject only to official notice of issuance.

(o) Additional Documents . On or before each of the First Closing Date and each Option Closing Date, the Representatives and counsel for the Underwriters shall have received such information, documents and opinions as they may reasonably request for the purposes of enabling them to pass upon the issuance and sale of the Offered Shares as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Offered Shares as contemplated herein and in connection with the other transactions contemplated by this Agreement shall be satisfactory in form and substance to the Representatives and counsel for the Underwriters.

If any condition specified in this Section 6 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Representatives by notice from the Representatives to the Company and the Selling Stockholder at any time on or prior to the First Closing Date and, with respect to the Optional Shares, at any time on or prior to the applicable Option Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Section 7. Reimbursement of Underwriters’ Expenses . If this Agreement is terminated by the Representatives pursuant to Section 6, Section 11, Section 12(i)(a) or (iv) or Section 20, or if the sale to the Underwriters of the Offered Shares on the First Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to

perform any agreement herein or to comply with any provision hereof, the Company and the Selling Stockholder, jointly and severally, agree to reimburse the Representatives and the other Underwriters (or such Underwriters as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Representatives and the Underwriters in connection with the proposed purchase and the offering and sale of the Offered Shares, including, but not limited to, fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges.

Section 8. Effectiveness of this Agreement . This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.

Section 9. Indemnification .

(a) Indemnification of the Underwriters by the Company . The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents, and each person, if any, who controls such Underwriter within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and the Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) [or any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants], or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;; and to reimburse each Underwriter and each such affiliate, director, officer, employee, agent and controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action as such expenses are incurred; provided, however , that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company by the Representatives in writing expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any such free writing prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the information described in Section 9(b) below. The indemnity agreement set forth in this Section 9(c) shall be in addition to any liabilities that the Company and the Selling Stockholder may otherwise have.

(b) Indemnification of the Underwriters by the Selling Stockholder . The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors, officers, employees and agents, and each person, if any, who controls such Underwriter within the meaning of the Securities Act or the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such

Underwriter or such affiliate, director, officer, employee, agent or controlling person may become subject, under the Securities Act, the Exchange Act, other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Offered Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company and the Selling Stockholder), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises to the extent and in the manner set forth in Section 9(a)(i) and (ii) above; provided that the Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or filed, or is required to file pursuant to Rule 433(d) of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Selling Stockholder Information; provided, further, that the liability under this subsection of the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to the Selling Stockholder holder from the sale of Offered Shares sold by the Selling Stockholder hereunder

(c) Indemnification of the Company, its Directors and Officers and the Selling Stockholder . Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement, the Selling Stockholder and each person, if any, who controls the Company or Selling Stockholder within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer, Selling Stockholder or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433 of the Securities Act, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer, Selling Stockholder or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability, expense or action. The Company and the Selling Stockholder, hereby acknowledges that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (i) the second sentence of the third paragraph under the caption “Underwriting,” (ii) the first paragraph under the caption “Underwriting—Commission and Expenses,” (iii) the statements concerning stabilizing transactions and syndicate covering transactions under the caption “Underwriting—Stabilization” and (iv) the first sentence of the first paragraph under the caption “Underwriting—

Electronic Distribution” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

(d) Notifications and Other Indemnification Procedures . Promptly after receipt by an indemnified party under this Section 9 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 9, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve the indemnifying party from any liability which it may have to any indemnified party to the extent the indemnifying party is not materially prejudiced as a result of such failure and shall not in any event relieve the indemnifying party from any liability that it may have otherwise than on account of this agreement. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in, and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party’s election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 9 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the fees and expenses of more than one separate counsel (together with one local counsel in each relevant jurisdiction), representing the indemnified parties who are parties to such action), which counsel (together with one local counsel in each relevant jurisdiction) for the indemnified parties shall be selected by the Representatives (in the case of counsel for the indemnified parties referred to in Sections 9(a) and 9(b) above) or by the Company (in the case of counsel for the indemnified parties referred to in Section 9(c) above); (ii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action; or (iii) the indemnifying party has authorized in writing the employment of counsel for the indemnified party at the expense of the indemnifying party, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party and shall be paid as they are incurred.

(e) Settlements . The indemnifying party under this Section 9 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and does not include an admission of fault or culpability or a failure to act by or on behalf of such indemnified party.

Section 10. Contribution . If the indemnification provided for in Section 9 is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein (other than by virtue of the failure of such indemnified party to notify the indemnifying party of its right to indemnification pursuant to Section 9(d) to the extent that it has been materially prejudiced by such failure), then each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein (i) in such proportion as is appropriate to reflect the relative benefits received by the Company and/or the Selling Stockholder, as applicable, on the one hand, and the Underwriters, on the other hand, from the offering of the Offered Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and/or the Selling Stockholder, as applicable, on the one hand, and the Underwriters, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and/or the Selling Stockholder, as applicable, on the one hand, and the Underwriters, on the other hand, in connection with the offering of the Offered Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Offered Shares pursuant to this Agreement (before deducting expenses) received by the Company and/or the Selling Stockholder, as applicable, and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth on the front cover page of the Prospectus, bear to the aggregate initial public offering price of the Offered Shares as set forth on such cover. The relative fault of the Company and/or the Selling Stockholder, as applicable, on the one hand, and the Underwriters, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the Selling Stockholder, on the one hand, or the Underwriters, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 9(d), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim that is the subject of this Section 10. The provisions set forth in Section 9(d) with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 10; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 9(d) for purposes of indemnification.

The Company, the Selling Stockholder and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 10 were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 10.

Notwithstanding the provisions of this Section 10, no Underwriter shall be required to contribute any amount in excess of the underwriting discounts and commissions received by such Underwriter in connection with the Offered Shares underwritten by it and distributed to the public. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations to contribute pursuant to this Section 10 are several, and not joint, in proportion to their respective underwriting commitments as set forth opposite their respective names on Schedule A . For purposes of this Section 10, each affiliate, director, officer, employee and agent of an Underwriter and each person, if any, who controls an Underwriter within the meaning of the Securities Act or the Exchange Act shall have the same rights to contribution as such Underwriter, and each director of the Company, each

officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company.

Section 11. Default of One or More of the Several Underwriters . If, on the First Closing Date or any Option Closing Date any one or more of the several Underwriters shall fail or refuse to purchase Offered Shares that it or they have agreed to purchase hereunder on such date, and the aggregate number of Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Offered Shares to be purchased on such date, the Representatives may make arrangements satisfactory to the Company and the Selling Stockholder for the purchase of such Offered Shares by other persons, including any of the Underwriters, but if no such arrangements are made by such date, the other Underwriters shall be obligated, severally and not jointly, in the proportions that the number of Firm Shares set forth opposite their respective names on Schedule A bears to the aggregate number of Firm Shares set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the Representatives with the consent of the non-defaulting Underwriters, to purchase the Offered Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date. If, on the First Closing Date or any Option Closing Date any one or more of the Underwriters shall fail or refuse to purchase Offered Shares and the aggregate number of Offered Shares with respect to which such default occurs exceeds 10% of the aggregate number of Offered Shares to be purchased on such date, and arrangements satisfactory to the Representatives, the Company and the Selling Stockholders for the purchase of such Offered Shares are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 7, Section 9 and Section 10 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

As used in this Agreement, the term “ Underwriter ” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 11. Any action taken under this Section 11 shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

Section 12. Termination of this Agreement . Prior to the purchase of the Firm Shares by the Underwriters on the First Closing Date, this Agreement may be terminated by the Representatives by notice given to the Company and the Selling Stockholder if at any time: (i) (a) trading or quotation in any of the Company’s securities shall have been suspended or limited by the Commission or by the NASDAQ, or (b) trading in securities generally on either the NASDAQ or the NYSE shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges; (ii) a general banking moratorium shall have been declared by any of federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States’ or international political, financial or economic conditions, as in the judgment of the Representatives is material and adverse and makes it impracticable or inadvisable to proceed with the completion of the offering contemplated hereby on the terms and in the manner contemplated in the Time of Sale Prospectus or the Prospectus or to enforce contracts for the sale of securities; (iv) in the judgment of the Representatives there shall have occurred any Material Adverse Change; (v) there shall have occurred a material disruption in commercial banking or securities settlement or clearance services in the United States; or (vi) the Company shall have sustained a loss by strike, fire, flood, earthquake, accident or other

calamity of such character as in the judgment of the Representatives may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 12 shall be without liability on the part of (a) the Company or the Selling Stockholder to any Underwriter, except that the Company and the Selling Stockholder shall be obligated to reimburse the expenses of the Representatives and the Underwriters pursuant to Section 4 or Section 7 hereof or (b) any Underwriter to the Company or the Selling Stockholder; provided, however, that the provisions of Section 9 and Section 10 shall at all times be effective and shall survive such termination.

Section 13. No Advisory or Fiduciary Relationship. The Company and the Selling Stockholder acknowledge and agree that (a) the purchase and sale of the Offered Shares pursuant to this Agreement, including the determination of the public offering price of the Offered Shares and any related discounts and commissions, is an arm’s-length commercial transaction between the Company and the Selling Stockholder, on the one hand, and the several Underwriters, on the other hand, (b) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or the Selling Stockholder, or the Company’s other stockholders, creditors, employees or any other party, (c) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company or the Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company or the Selling Stockholder on other matters) and no Underwriter has any obligation to the Company or the Selling Stockholder with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company and the Selling Stockholder, and (e) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company and the Selling Stockholder have consulted their own legal, accounting, regulatory and tax advisors to the extent they deemed appropriate.

Section 14. Representations and Indemnities to Survive Delivery . The respective indemnities, agreements, representations, warranties and other statements of the Company, of its officers, of the Selling Stockholder and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company or any of its or their partners, officers or directors or any controlling person, or the Selling Stockholder, as the case may be, and, anything herein to the contrary notwithstanding, will survive delivery of and payment for the Offered Shares sold hereunder and any termination of this Agreement.

Section 15. Notices . All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows:

If to the Representatives:	Jefferies LLC
	520 Madison Avenue
	New York, New York 10022
	Facsimile: (646) 619-4437
	Attention: General Counsel

	Citigroup Global Markets Inc.
	388 Greenwich Street
	New York, New York 10013
	Facsimile: (212) 816-7912
	Attention: General Counsel

with a copy to:	Latham & Watkins LLP
	555 11 th Street NW, Suite 1000
	Washington, DC 20004
	Facsimile: (202) 637-2201
	Attention: Rachel Sheridan

If to the Company:	PRA Health Sciences, Inc.
	4130 ParkLake Avenue
	Suite 400
	Raleigh, NC 27612
	Facsimile: (919) 786-8201
	Attention: Timothy McClain

with a copy to:	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Facsimile: (212) 455-2502
	Attention: Richard Fenyes

If to the Selling Stockholder:	KKR PRA Investors L.P.
	C/o Kohlberg Kravis Roberts & Co. L.P.
	2800 Sand Hill Road
	Menlo Park, California 94025
	Facsimile: (650) 233-6561
	Attention: Ali J. Satvat

with a copy to:	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, New York 10017
	Facsimile: (212) 455-2502
	Attention: Richard Fenyes

Any party hereto may change the address for receipt of communications by giving written notice to the others.

Section 16. Successors . This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Underwriters pursuant to Section 11 hereof, and to the benefit of the affiliates, directors, officers, employees, agents and controlling persons referred to in Section 9 and Section 10, and in each case their respective successors and no other person will have any right or obligation hereunder. The term “ successors ” shall not include any purchaser of the Offered Shares as such from any of the Underwriters merely by reason of such purchase.

Section 17. Partial Unenforceability . The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Section 18. Governing Law Provisions . This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed in such state. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby (“ Related Proceedings ”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the Borough of Manhattan in the City of New York (collectively, the “ Specified Courts ”), and each party irrevocably submits to the exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a “ Related Judgment ”), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum.

Section 19. Waiver of Jury Trial. Each of the Company and the Selling Stockholder hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 20. Failure of the Selling Stockholder to Sell and Deliver Offered Shares. If the Selling Stockholder shall fail to sell and deliver to the Underwriters the Offered Shares to be sold and delivered by the Selling Stockholder at the First Closing Date pursuant to this Agreement, then the Underwriters may at their option, by written notice from the Representatives to the Company and the Selling Stockholder, either (i) terminate this Agreement without any liability on the part of any Underwriter or, except as provided in Section 4, Section 7, Section 9 and Section 10 hereof, the Company, or (ii) purchase the shares which the Company has agreed to sell and deliver in accordance with the terms hereof. If the Selling Stockholder shall fail to sell and deliver to the Underwriters the Offered Shares to be sold and delivered by the Selling Stockholder pursuant to this Agreement at the First Closing Date or the applicable Option Closing Date, then the Underwriters shall have the right, by written notice from the Representatives to the Company and the Selling Stockholder, to postpone the First Closing Date or the applicable Option Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Registration Statement and the Prospectus or any other documents or arrangements may be effected.

Section 21. Affiliated Selling Shareholders . With respect to any Underwriter (the “Affiliated Underwriter”) who is affiliated with any person or entity engaged to act as an investment adviser on behalf of an investor who has a direct or indirect interest in the Sale Shares being sold by the Selling Shareholder, the Sale Shares which such Affiliated Underwriter shall procure purchasers for or failing which shall underwrite, shall not include any Shares attributable to such investor (with any such Shares instead being allocated and sold to purchasers procured by, failing which underwritten by, the other Underwriters) and, accordingly, the fees or other amounts received by such Affiliated Underwriter in connection with the transactions contemplated hereby shall not include any fees or other amounts attributable to the Shares attributable to such investor.

Section 22. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be

amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification provisions of Section 9 and the contribution provisions of Section 10, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 9 and Section 10 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, each free writing prospectus and the Prospectus (and any amendments and supplements to the foregoing), as contemplated by the Securities Act and the Exchange Act.

If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company [and the Custodian] the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

Very truly yours,

PRA HEALTH SCIENCES, INC.


By:
	Name:
	Title:


KKR PRA INVESTORS L.P.

By:		KKR PRA Investors GP LLC, its general partner

By:
Name:
Title:

The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives in New York, New York as of the date first above written.

JEFFERIES LLC

CITIGROUP GLOBAL MARKETS INC.

Acting individually and as Representatives

of the several Underwriters named in

the attached Schedule A .

JEFFERIES LLC


By:
	Name:
	Title:


CITIGROUP GLOBAL MARKETS INC.


By:
	Name:
	Title:

Schedule A

Underwriters	Number of Firm Shares to be Purchased	Maximum Number of Optional Shares to be Purchased
Jefferies LLC	[ · ]	[ · ]
Citigroup Global Markets Inc.	[ · ]	[ · ]
KKR Capital Markets LLC	[ · ]	[ · ]
UBS Securities LLC	[ · ]	[ · ]
Credit Suisse Securities (USA) LLC	[ · ]	[ · ]
Wells Fargo Securities, LLC	[ · ]	[ · ]
Robert W. Baird & Co. Incorporated	[ · ]	[ · ]
William Blair & Company, L.L.C.	[ · ]	[ · ]

Total	[ · ]	[ · ]

Schedule B

Selling Stockholder	Number of Firm Shares to be Sold	Maximum Number of Optional Shares to be Sold
KKR PRA Investors L.P. c/o Kohlberg Kravis Roberts & Co. 2800 Sand Hill Road Menlo Park, California 94025 Attention: Ali J. Satvat	[ · ]	[ · ]

Total:	[ · ]	[ · ]

Schedule C

Free Writing Prospectuses Included in the Time of Sale Prospectus

[to be added]

Schedule D

Permitted Section 5(d) Communications

1. Presentation titled “PRA Health Sciences / The Future of Clinical Development / Corporate Presentation / July 2014.”

E-1

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF

PRA HEALTH SCIENCES, INC.

* * * * *

The present name of the corporation is PRA Health Sciences, Inc. (the “Corporation”). The Corporation was incorporated under the name “Pinnacle Holdco Parent, Inc.” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on June 21, 2013. This Amended and Restated Certificate of Incorporation of the Corporation, which restates and integrates and also further amends the provisions of the Corporation’s Certificate of Incorporation, as amended and restated, was duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware. The Certificate of Incorporation of the Corporation, as amended and restated, is hereby amended, integrated and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the Corporation is PRA Health Sciences, Inc.

ARTICLE II

REGISTERED OFFICE AND AGENT

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street in the City of Wilmington, County of New Castle, 19801. The name of the registered agent of the Corporation in the State of Delaware at such address is The Corporation Trust Company.

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of

Delaware (the “ DGCL ”).

ARTICLE IV

CAPITAL STOCK

The total number of shares of all classes of stock that the Corporation shall have authority to issue is 1,100,000,000, which shall be divided into two classes as follows:

1,000,000,000 shares of common stock, par value $0.01 per share (“ Common Stock ”); and

100,000,000 shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”).

I. Capital Stock .

A. Common Stock and Preferred Stock may be issued from time to time by the Corporation for such consideration as may be fixed by the Board of Directors of the Corporation. The Board of Directors is hereby expressly authorized, by resolution or resolutions, to provide, out of the unissued shares of Preferred Stock, for one or more series of Preferred Stock and, with respect to each such series, to fix, without further stockholder approval, the designation of such series, the powers (including voting powers), preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, of such series of Preferred Stock and the number of shares of such series, and as may be permitted by the DGCL. The powers, preferences and relative, participating, optional and other special rights of, and the qualifications, limitations or restrictions thereof, of each series of Preferred Stock, if any, may differ from those of any and all other series at any time outstanding.

B. Each holder of record of Common Stock, as such, shall have one vote for each share of Common Stock which is outstanding in his, her or its name on the books of the Corporation on all matters on which stockholders are entitled to vote generally. Except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock) or pursuant to the DGCL.

C. Except as otherwise required by law, holders of any series of Preferred Stock shall be entitled to only such voting rights, if any, as shall expressly be granted thereto by this Amended and Restated Certificate of Incorporation (including any certificate of designation relating to such series of Preferred Stock).

D. Subject to applicable law and the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the payment of dividends, dividends may be

declared and paid ratably on the Common Stock out of the assets of the Corporation which are legally available for this purpose at such times and in such amounts as the Board of Directors in its discretion shall determine.

E. Upon the dissolution, liquidation or winding up of the Corporation, after payment or provision for payment of the debts and other liabilities of the Corporation and subject to the rights, if any, of the holders of any outstanding series of Preferred Stock or any class or series of stock having a preference over or the right to participate with the Common Stock with respect to the distribution of assets of the Corporation upon such dissolution, liquidation or winding up of the Corporation, the holders of Common Stock shall be entitled to receive the remaining assets of the Corporation available for distribution to its stockholders ratably in proportion to the number of shares held by them.

F. The number of authorized shares of Preferred Stock or Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class shall be required therefor, unless a vote of any such holder is required pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock).

ARTICLE V

AMENDMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS

A. Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, at any time when KKR (as defined below) beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote required by applicable law, the following provisions in this Amended and Restated Certificate of Incorporation may be amended, altered, repealed or rescinded, in whole or in part, or any provision inconsistent therewith or herewith may be adopted, only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class: this Article V, Article VI, Article VII, Article VIII, Article IX and Article X. For the purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

B. The Board of Directors is expressly authorized to make, repeal, alter, amend and rescind, in whole or in part, the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or this Amended and Restated Certificate of Incorporation. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation or any provision of law which might otherwise permit a lesser vote of the stockholders, at any time when KKR (as defined below) beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote of the holders of any class or series of capital stock

of the Corporation required herein (including any certificate of designation relating to any series of Preferred Stock), the Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of the Bylaws or to adopt any provision inconsistent therewith.

ARTICLE VI

BOARD OF DIRECTORS

A. Except as otherwise provided in the Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Except as otherwise provided for or fixed pursuant to the provisions of Article IV (including any certificate of designation with respect to any series of Preferred Stock) and this Article VI relating to the rights of the holders of any series of Preferred Stock to elect additional directors, the total number of directors shall be determined from time to time exclusively by resolution adopted by the Board of Directors. The directors (other than those directors elected by the holders of any series of Preferred Stock, voting separately as a series or together with one or more other such series, as the case may be) shall be divided into three classes designated Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the date the Common Stock is first publicly traded (the “ IPO Date ”), Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the IPO Date and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the IPO Date. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders. If the number of such directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any such additional director of any class elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. Any such director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, or his or her death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective class.

B. Subject to the rights granted to the holders of any one or more series of Preferred Stock then outstanding or the rights granted pursuant to the Stockholders Agreement, dated as of [ ], 2014, by and among the Corporation and certain affiliates of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates and subsidiaries and its and their successors and assigns (other than the Corporation and its subsidiaries), collectively, “ KKR ”) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “ Stockholders Agreement ”), any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors (whether

by death, resignation, retirement, disqualification, removal or other cause) shall be filled by a majority of the directors then in office, although less than a quorum, by a sole remaining director or by the stockholders; provided, however, that at any time when KKR beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any newly-created directorship on the Board of Directors that results from an increase in the number of directors and any vacancy occurring in the Board of Directors shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by stockholders). Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

C. Any or all of the directors (other than the directors elected by the holders of any series of Preferred Stock of the Corporation, voting separately as a series or together with one or more other such series, as the case may be) may be removed at any time either with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock of the Corporation entitled to vote thereon, voting as a single class; provided, however, that at any time when KKR beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any such director or all such directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class.

D. Elections of directors need not be by written ballot unless the Bylaws shall so provide.

E. During any period when the holders of any series of Preferred Stock, voting separately as a series or together with one or more series, have the right to elect additional directors, then upon commencement and for the duration of the period during which such right continues: (i) the then otherwise total authorized number of directors of the Corporation shall automatically be increased by such specified number of directors, and the holders of such Preferred Stock shall be entitled to elect the additional directors so provided for or fixed pursuant to said provisions, and (ii) each such additional director shall serve until such director’s successor shall have been duly elected and qualified, or until such director’s right to hold such office terminates pursuant to said provisions, whichever occurs earlier, subject to his or her earlier death, resignation, retirement, disqualification or removal. Except as otherwise provided by the Board of Directors in the resolution or resolutions establishing such series, whenever the holders of any series of Preferred Stock having such right to elect additional directors are divested of such right pursuant to the provisions of such stock, the terms of office of all such additional directors elected by the holders of such stock, or elected to fill any vacancies resulting from the death, resignation, disqualification or removal of such additional directors, shall forthwith terminate and the total authorized number of directors of the Corporation shall be reduced accordingly.

ARTICLE VII

LIMITATION OF DIRECTOR LIABILITY

A. To the fullest extent permitted by the DGCL as it now exists or may hereafter be amended, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty owed to the Corporation or its stockholders.

B. Neither the amendment nor repeal of this Article VII, nor the adoption of any provision of this Amended and Restated Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of such amendment, repeal, adoption or modification.

ARTICLE VIII

CONSENT OF STOCKHOLDERS IN LIEU OF MEETING, ANNUAL AND SPECIAL MEETINGS OF STOCKHOLDERS

A. At any time when KKR beneficially owns, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the books in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation’s registered office shall be made by hand, overnight courier or by certified or registered mail, return receipt requested. At any time when KKR beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of such holders and may not be effected by any consent in writing by such holders; provided , however , that any action required or permitted to be taken by the holders of Preferred Stock, voting separately as a series or separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, to the extent expressly so provided by the applicable certificate of designation relating to such series of Preferred Stock.

B. Except as otherwise required by law and subject to the rights of the holders of any series of Preferred Stock, special meetings of the stockholders of the Corporation for any purpose or purposes may be called at any time only by or at the direction of the Board of Directors or the Chairman of the Board of Directors; provided, however, that at any time when KKR beneficially owns, in the aggregate, at least 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, special meetings of the stockholders of the Corporation for any purpose or purposes shall also be called by or at the

direction of the Board of Directors or the Chairman of the Board of Directors at the request of KKR.

C. An annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, if any, on such date, and at such time as shall be fixed exclusively by resolution of the Board of Directors or a duly authorized committee thereof.

ARTICLE IX

COMPETITION AND CORPORATE OPPORTUNITIES

A. In recognition and anticipation that (i) certain directors, principals, members, officers, employees and/or other representatives of Kohlberg Kravis Roberts & Co. L.P. ( “ KKR L.P. ”) and its Affiliates (as defined below) may serve as directors, officers or agents of the Corporation, (ii) KKR L.P. and its Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board of Directors who are not employees of the Corporation (“ Non-Employee Directors ”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article IX are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of KKR L.P., the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.

B. None of (i) KKR L.P. or any of its Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons (as defined below) identified in (i) and (ii) above being referred to, collectively, as “ Identified Persons ” and, individually, as an “ Identified Person ”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity which may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section (C) of this Article IX. Subject to said Section (C) of this Article IX, in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be

liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.

C. The Corporation does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation, and the provisions of Section (B) of this Article IX shall not apply to any such corporate opportunity.

D. In addition to and notwithstanding the foregoing provisions of this Article IX, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

E. For purposes of this Article IX, (i) “ Affiliate ” shall mean (a) in respect of KKR L.P., any Person that, directly or indirectly, is controlled by KKR L.P., controls KKR L.P. or is under common control with KKR L.P. and shall include any principal, member, director, partner, stockholder, officer, employee or other representative of any of the foregoing (other than the Corporation and any entity that is controlled by the Corporation), (b) in respect of a Non-Employee Director, any Person that, directly or indirectly, is controlled by such Non-Employee Director (other than the Corporation and any entity that is controlled by the Corporation) and (c) in respect of the Corporation, any Person that, directly or indirectly, is controlled by the Corporation; and (ii) “ Person ” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity.

F. To the fullest extent permitted by law, any Person purchasing or otherwise acquiring any interest in any shares of capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article IX.

ARTICLE X

DGCL SECTION 203 AND BUSINESS COMBINATIONS

A. The Corporation hereby expressly elects not to be governed by Section 203 of the DGCL.

B. Notwithstanding the foregoing, the Corporation shall not engage in any business combination (as defined below), at any point in time at which the Corporation’s Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, with any interested stockholder (as defined below) for a period of three (3) years following the time that such stockholder became an interested stockholder, unless:

1. prior to such time, the Board of Directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder, or

2. upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) those shares owned (i) by persons who are directors and also officers and (ii) employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer, or

3. at or subsequent to such time, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock of the Corporation which is not owned by the interested stockholder.

C. For purposes of this Article X, references to:

1. “ affiliate ” means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another person.

2. “ associate ,” when used to indicate a relationship with any person, means: (i) any corporation, partnership, unincorporated association or other entity of which such person is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock; (ii) any trust or other estate in which such person has at least a 20% beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and (iii) any relative or spouse of such person, or any relative of such spouse, who has the same residence as such person.

3. “ KKR Direct Transferee ” means any person that acquires (other than in a registered public offering) directly from KKR or any of its affiliates or successors or any “group”, or any member of any such group, of which such persons are a party under Rule 13d-5 of the Exchange Act beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

4. “ KKR Indirect Transferee ” means any person that acquires (other than in a registered public offering) directly from any KKR Direct Transferee or any other KKR Indirect Transferee beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation.

5. “ business combination ,” when used in reference to the Corporation and any interested stockholder of the Corporation, means:

(i) any merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a) with the interested stockholder, or (b) with any other corporation, partnership, unincorporated association or other entity if the merger or consolidation is caused by the interested stockholder and as a result of such merger or consolidation Section (B) of this Article X is not applicable to the surviving entity;

(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of transactions), except proportionately as a stockholder of the Corporation, to or with the interested stockholder, whether as part of a dissolution or otherwise, of assets of the Corporation or of any direct or indirect majority-owned subsidiary of the Corporation which assets have an aggregate market value equal to 10% or more of either the aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation;

(iii) any transaction which results in the issuance or transfer by the Corporation or by any direct or indirect majority-owned subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: (a) pursuant to the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which securities were outstanding prior to the time that the interested stockholder became such; (b) pursuant to a merger under Section 251(g) of the DGCL; (c) pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities exercisable for, exchangeable for or convertible into stock of the Corporation or any such subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the Corporation subsequent to the time the interested stockholder became such; (d) pursuant to an exchange offer by the Corporation to purchase stock made on the same terms to all holders of said stock; or (e) any issuance or transfer of stock by the Corporation; provided , however , that in no case under items (c)-(e) of this subsection (iii) shall there be an increase in the interested stockholder’s proportionate share of the stock of any class or series of the Corporation or of the voting stock of the Corporation (except as a result of immaterial changes due to fractional share adjustments);

(iv) any transaction involving the Corporation or any direct or indirect majority-owned subsidiary of the Corporation which has the effect, directly or indirectly, of increasing the proportionate share of the stock of any class or series, or securities convertible into the stock of any class or series, of the Corporation or of any such subsidiary which is owned by the interested stockholder, except as a result of

immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; or

(v) any receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges, or other financial benefits (other than those expressly permitted in subsections (i)-(iv) above) provided by or through the Corporation or any direct or indirect majority-owned subsidiary.

6. “ control ,” including the terms “ controlling ,” “ controlled by ” and “ under common control with ,” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. A person who is the owner of 20% or more of the outstanding voting stock of the Corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a presumption of control shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this Section, as an agent, bank, broker, nominee, custodian or trustee for one or more owners who do not individually or as a group have control of such entity.

7. “ interested stockholder ” means any person (other than the Corporation or any direct or indirect majority-owned subsidiary of the Corporation) that (i) is the owner of 15% or more of the outstanding voting stock of the Corporation, or (ii) is an affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation at any time within the three (3) year period immediately prior to the date on which it is sought to be determined whether such person is an interested stockholder; and the affiliates and associates of such person; but “interested stockholder” shall not include (a) KKR, any KKR Direct Transferee, any KKR Indirect Transferee or any of their respective affiliates or successors or any “group”, or any member of any such group, to which such persons are a party under Rule 13d-5 of the Exchange Act, or (b) any person whose ownership of shares in excess of the 15% limitation set forth herein is the result of any action taken solely by the Corporation, provided that such person shall be an interested stockholder if thereafter such person acquires additional shares of voting stock of the Corporation, except as a result of further corporate action not caused, directly or indirectly, by such person. For the purpose of determining whether a person is an interested stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the person through application of the definition of “owner” below but shall not include any other unissued stock of the Corporation which may be issuable pursuant to any agreement, arrangement or

understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

8. “ owner ,” including the terms “ own ” and “ owned ,” when used with respect to any stock, means a person that individually or with or through any of its affiliates or associates:

(i) beneficially owns such stock, directly or indirectly; or

(ii) has (a) the right to acquire such stock (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise; provided , however , that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by such person or any of such person’s affiliates or associates until such tendered stock is accepted for purchase or exchange; or (b) the right to vote such stock pursuant to any agreement, arrangement or understanding; provided , however , that a person shall not be deemed the owner of any stock because of such person’s right to vote such stock if the agreement, arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or

(iii) has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent as described in item (b) of subsection (ii) above), or disposing of such stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, such stock.

9. “ person ” means any individual, corporation, partnership, unincorporated association or other entity.

10. “ stock ” means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest.

11. “ voting stock ” means stock of any class or series entitled to vote generally in the election of directors.

ARTICLE XI

MISCELLANEOUS

A. If any provision or provisions of this Amended and Restated Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each portion of any paragraph of this Amended and

Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Amended and Restated Certificate of Incorporation (including, without limitation, each such portion of any paragraph of this Amended and Restated Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

B. Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, creditors or other constituents, (iii) any action asserting a claim against the Corporation or any director or officer of the Corporation arising pursuant to any provision of the DGCL or this Amended and Restated Certificate of Incorporation or the Bylaws (as either may be amended and/or restated from time to time), or (iv) any action asserting a claim against the Corporation or any director or officer of the Corporation governed by the internal affairs doctrine; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware. To the fullest extent permitted by law, any person purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consents to the provisions of this Article XI(B).

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, PRA Health Sciences, Inc. has caused this Amended and Restated Certificate of Incorporation to be executed by its duly authorized officer on this day of , 2014.

	PRA HEALTH SCIENCES, INC.


	By:
		Name:
		Title:

Exhibit 3.2

AMENDED AND RESTATED

BYLAWS

PRA HEALTH SCIENCES, INC.

ARTICLE I

Offices

SECTION 1.01 Registered Office . The registered office and registered agent of PRA Health Sciences, Inc. (the “ Corporation ”) in the State of Delaware shall be as set forth in the Amended and Restated Certificate of Incorporation (as defined below). The Corporation may also have offices in such other places in the United States or elsewhere (and may change the Corporation’s registered agent) as the Board of Directors may, from time to time, determine or as the business of the Corporation may require.

ARTICLE II

Meetings of Stockholders

SECTION 2.01 Annual Meetings . Annual meetings of stockholders may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may, in its sole discretion, determine that meetings of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as described in Section 2.11 of these Bylaws in accordance with Section 211(a)(2) of the General Corporation Law of the State of Delaware (the “ DGCL ”). The Board of Directors may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board of Directors.

SECTION 2.02 Special Meetings . Special meetings of the stockholders may only be called in the manner provided in the Corporation’s certificate of incorporation as then in effect (as the same may be amended and/or restated from time to time, the “Amended and Restated Certificate of Incorporation”) and may be held at such place, if any, either within or without the State of Delaware, and at such time and date as the Board of Directors or the Chairman of the Board of Directors shall determine and state in the notice of meeting. The Board of Directors may postpone, reschedule or cancel any special meeting of stockholders previously scheduled by the Board of Directors or the Chairman of the Board of Directors; provided, however, that with respect to any special meeting of stockholders previously scheduled by the Board of Directors or the Chairman of the Board of Directors at the request of KKR (as defined in the Amended and Restated Certificate of Incorporation), the Board of Directors shall not postpone, reschedule or cancel such special meeting without the prior written consent of KKR.

SECTION 2.03 Notice of Stockholder Business and Nominations .

(A) Annual Meetings of Stockholders .

(1) Nominations of persons for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) as provided in the Stockholders Agreement (as defined in the Amended and Restated Certificate of Incorporation) (with respect to nominations of persons for election to the Board of Directors only), (b) pursuant to the Corporation’s notice of meeting (or any supplement thereto) delivered pursuant to Section 2.04 of Article II of these Bylaws, (c) by or at the direction of the Board of Directors or any authorized committee thereof or (d) by any stockholder of the Corporation who is entitled to vote at the meeting, who, subject to paragraph (C)(4) of this Section 2.03, complied with the notice procedures set forth in paragraphs (A)(2) and (A)(3) of this Section 2.03 and who was a stockholder of record at the time such notice is delivered to the Secretary of the Corporation.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (d) of paragraph (A)(1) of this Section 2.03, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation, and, in the case of business other than nominations of persons for election to the Board of Directors, such other business must constitute a proper matter for stockholder action. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting (which date shall, for purposes of the Corporation’s first annual meeting of stockholders after its shares of Common Stock are first publicly traded, be deemed to have occurred on [ ], 2014); provided, however , that in the event that the date of the annual meeting is advanced by more than thirty (30) days, or delayed by more than seventy (70) days, from the anniversary date of the previous year’s meeting, or if no annual meeting was held in the preceding year, notice by the stockholder to be timely must be so delivered not earlier than one hundred and twenty (120) days prior to such annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made. Public announcement of an adjournment or postponement of an annual meeting shall not commence a new time period (or extend any time period) for the giving of a stockholder’s notice. Notwithstanding anything in this Section 2.03(A)(2) to the contrary, if the number of directors to be elected to the Board of Directors at an annual meeting is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least one hundred (100) calendar days prior to the first anniversary of the prior year’s annual meeting of stockholders, then a stockholder’s notice required by this Section shall be considered timely, but only with respect to nominees for any new positions created by such increase, if it is received by the Secretary of the Corporation not later than the close of business on the tenth (10th) calendar day following the day on which such public announcement is first made by the Corporation.

(3) Such stockholder’s notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend these Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books and records, and of such beneficial owner, (ii) the class or series and number of shares of capital stock of the Corporation which are owned, directly or indirectly, beneficially and of record by such stockholder and such beneficial owner, (iii) a representation that the stockholder is a holder of record of the stock of the Corporation at the time of the giving of the notice, will be entitled to vote at such meeting and will appear in person or by proxy at the meeting to propose such business or nomination, (iv) a representation whether the stockholder or the beneficial owner, if any, will be or is part of a group which will (x) deliver a proxy statement and/or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal or nomination, (v) a certification regarding whether such stockholder and beneficial owner, if any, have complied with all applicable federal, state and other legal requirements in connection with the stockholder’s and/or beneficial owner’s acquisition of shares of capital stock or other securities of the Corporation and/or the stockholder’s and/or beneficial owner’s acts or omissions as a stockholder of the Corporation and (vi) any other information relating to such stockholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder; (d) a description of any agreement, arrangement or understanding with respect to the nomination or proposal and/or the voting of shares of any class or series of stock of the Corporation between or among the stockholder giving the notice, the beneficial owner, if any, on whose behalf the nomination or proposal is made, any of their respective affiliates or associates and/or any others acting in concert with any of the foregoing (collectively, “ proponent persons ”); and (e) a description of any agreement, arrangement or understanding (including without limitation any contract to purchase or sell, acquisition or grant of any option, right or warrant to purchase or sell, swap or other instrument) to which any proponent person is a party, the intent or effect of which may be (i) to transfer to or from any proponent person, in whole or in part, any of the economic consequences of ownership of any security of the Corporation, (ii) to increase or decrease the voting power of any proponent person with respect to shares of any class or series

of stock of the Corporation and/or (iii) to provide any proponent person, directly or indirectly, with the opportunity to profit or share in any profit derived from, or to otherwise benefit economically from, any increase or decrease in the value of any security of the Corporation. A stockholder providing notice of a proposed nomination for election to the Board of Directors or other business proposed to be brought before a meeting (whether given pursuant to this paragraph (A)(3) or paragraph (B) of this Section 2.03 of these Bylaws) shall update and supplement such notice from time to time to the extent necessary so that the information provided or required to be provided in such notice shall be true and correct (x) as of the record date for determining the stockholders entitled to notice of the meeting and (y) as of the date that is fifteen (15) days prior to the meeting or any adjournment or postponement thereof, provided that if the record date for determining the stockholders entitled to vote at the meeting is less than fifteen (15) days prior to the meeting or any adjournment or postponement thereof, the information shall be supplemented and updated as of such later date. Any such update and supplement shall be delivered in writing to the Secretary of the Corporation at the principal executive offices of the Corporation not later than five (5) days after the record date for determining the stockholders entitled to notice of the meeting (in the case of any update and supplement required to be made as of the record date for determining the stockholders entitled to notice of the meeting), not later than ten (10) days prior to the date for the meeting or any adjournment or postponement thereof (in the case of any update or supplement required to be made as of fifteen (15) days prior to the meeting or adjournment or postponement thereof) and not later than five (5) days after the record date for determining the stockholders entitled to vote at the meeting, but no later than the date prior to the meeting or any adjournment or postponement thereof (in the case of any update and supplement required to be made as of a date less than fifteen (15) days prior the date of the meeting or any adjournment or postponement thereof). The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation and to determine the independence of such director under the Exchange Act and rules and regulations thereunder and applicable stock exchange rules.

(B) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (1) as provided in the Stockholders Agreement, (2) by or at the direction of the Board of Directors or any committee thereof or (3) provided that the Board of Directors (or KKR pursuant to Section B of Article VIII of the Amended and Restated Certificate of Incorporation) has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is entitled to vote at the meeting, who (subject to paragraph (C)(4) of this Section 2.03) complies with the notice procedures set forth in this Section 2.03 and who is a stockholder of record at the time such notice is delivered to the Secretary of the Corporation. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting if the stockholder’s notice as required by paragraph (A)(2) of this Section 2.03 shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of

business on the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described above.

(C) General . (1) Except as provided in paragraph (C)(4) of this Section 2.03, only such persons who are nominated in accordance with the procedures set forth in this Section 2.03 or the Stockholders Agreement shall be eligible to serve as directors and only such business shall be conducted at an annual or special meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Section. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, the chairman of the meeting shall, in addition to making any other determination that may be appropriate for the conduct of the meeting, have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded. The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the chairman of the meeting. The Board of Directors may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of the meeting shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting, (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Notwithstanding the foregoing provisions of this Section 2.03, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders of the Corporation to present a nomination or business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Corporation. For purposes of this Section 2.03, to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meeting of

stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(2) Whenever used in these Bylaws, “public announcement” shall mean disclosure (a) in a press release released by the Corporation, provided such press release is released by the Corporation following its customary procedures, is reported by the Dow Jones News Service, Associated Press or comparable national news service, or is generally available on internet news sites, or (b) in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of this Section 2.03, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder with respect to the matters set forth in this Section 2.03; provided, however , that, to the fullest extent permitted by law, any references in these Bylaws to the Exchange Act or the rules and regulations promulgated thereunder are not intended to and shall not limit any requirements applicable to nominations or proposals as to any other business to be considered pursuant to these Bylaws (including paragraphs (A)(1)(d) and (B) hereof), and compliance with paragraphs (A)(1)(d) and (B) of this Section 2.03 of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business. Nothing in these Bylaws shall be deemed to affect any rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or upon liquidation to elect directors under specified circumstances.

(4) Notwithstanding anything to the contrary contained in this Section 2.03, for as long as the Stockholders Agreement remains in effect with respect to KKR, KKR (to the extent then subject to the Stockholders Agreement) shall not be subject to the notice procedures set forth in paragraphs (A)(2), (A)(3) or (B) of this Section 2.03 with respect to any annual or special meeting of stockholders.

SECTION 2.04 Notice of Meetings . Whenever stockholders are required or permitted to take any action at a meeting, a timely notice in writing or by electronic transmission, in the manner provided in Section 232 of the DGCL, of the meeting, which shall state the place, if any, date and time of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of a special meeting, the purposes for which the meeting is called, shall be mailed to or transmitted electronically by the Secretary of the Corporation to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Unless otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, the notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

SECTION 2.05 Quorum . Unless otherwise required by law, the Amended and Restated Certificate of Incorporation or the rules of any stock exchange upon which the Corporation’s securities are listed, the holders of record of a majority of the voting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of stockholders. Notwithstanding the foregoing, where a separate vote by a class or series or classes or series is required, a majority in voting power of the outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on that matter. Once a quorum is present to organize a meeting, it shall not be broken by the subsequent withdrawal of any stockholders.

SECTION 2.06 Voting . Except as otherwise provided by or pursuant to the provisions of the Amended and Restated Certificate of Incorporation, each stockholder entitled to vote at any meeting of stockholders shall be entitled to one vote for each share of stock held by such stockholder which has voting power upon the matter in question. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by proxy in any manner provided by applicable law, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A stockholder may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by delivering to the Secretary of the Corporation a revocation of the proxy or a new proxy bearing a later date. Unless required by the Amended and Restated Certificate of Incorporation or applicable law, or determined by the chairman of the meeting to be advisable, the vote on any question need not be by ballot. On a vote by ballot, each ballot shall be signed by the stockholder voting, or by such stockholder’s proxy, if there be such proxy. When a quorum is present or represented at any meeting, the vote of the holders of a majority of the voting power of the shares of stock present in person or represented by proxy and entitled to vote on the subject matter shall decide any question brought before such meeting, unless the question is one upon which, by express provision of applicable law, of the rules or regulations of any stock exchange applicable to the Corporation, of any regulation applicable to the Corporation or its securities, of the Amended and Restated Certificate of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Notwithstanding the foregoing sentence and subject to the Amended and Restated Certificate of Incorporation, all elections of directors shall be determined by a plurality of the votes cast in respect of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

SECTION 2.07 Chairman of Meetings . The Chairman of the Board of Directors, if one is elected, or, in his or her absence or disability, the Chief Executive Officer of the Corporation, or in the absence of the Chairman of the Board of Directors and the Chief Executive Officer, a person designated by the Board of Directors shall be the chairman of the meeting and, as such, preside at all meetings of the stockholders.

SECTION 2.08 Secretary of Meetings . The Secretary of the Corporation shall act as secretary at all meetings of the stockholders. In the absence or disability of the Secretary, the Chairman of the Board of Directors or the Chief Executive Officer shall appoint a person to act as Secretary at such meetings.

SECTION 2.09 Consent of Stockholders in Lieu of Meeting . Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote only in the manner provided in the Amended and Restated Certificate of Incorporation and in accordance with applicable law.

SECTION 2.10 Adjournment . At any meeting of stockholders of the Corporation, if less than a quorum be present, the chairman of the meeting or stockholders holding a majority in voting power of the shares of stock of the Corporation, present in person or by proxy and entitled to vote thereat, shall have the power to adjourn the meeting from time to time without notice other than announcement at the meeting until a quorum shall be present. Any business may be transacted at the adjourned meeting that might have been transacted at the meeting originally noticed. If the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix as the record date for determining stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date so fixed for notice of such adjourned meeting.

SECTION 2.11 Remote Communication . If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxy holders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided , that

(i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder;

(ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

SECTION 2.12 Inspectors of Election . The Corporation may, and shall if required by law, in advance of any meeting of stockholders, appoint one or more inspectors of election, who may be employees of the Corporation, to act at the meeting or any adjournment thereof and to make a written report thereof. The Corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. In the event that no inspector so appointed or designated is able to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and the voting power of each such share, (ii) determine the shares of capital stock of the corporation represented at the meeting and the validity of proxies and ballots, (iii) count all votes and ballots, (iv) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, and (v) certify their determination of the number of shares of capital stock of the Corporation represented at the meeting and such inspectors’ count of all votes and ballots. Such certification and report shall specify such other information as may be required by law. In determining the validity and counting of proxies and ballots cast at any meeting of stockholders of the Corporation, the inspectors may consider such information as is permitted by applicable law. No person who is a candidate for an office at an election may serve as an inspector at such election.

ARTICLE III

Board of Directors

SECTION 3.01 Powers . Except as otherwise provided in the Amended and Restated Certificate of Incorporation or the DGCL, the business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors may exercise all such authority and powers of the Corporation and do all such lawful acts and things as are not by the DGCL or the Amended and Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.

SECTION 3.02 Number and Term; Chairman . Subject to the Amended and Restated Certificate of Incorporation, the number of directors shall be fixed exclusively by resolution of the Board of Directors. Directors shall be elected by the stockholders at their annual meeting, and the term of each director so elected shall be as set forth in the Amended and Restated Certificate of Incorporation. Directors need not be stockholders. The Board of Directors shall elect a Chairman of the Board, who shall have the powers and perform such duties as provided in these Bylaws and as the Board of Directors may from time to time prescribe. The Chairman of the Board shall preside at all meetings of the Board of Directors at which he or she is present. If the Chairman of the Board is not present at a meeting of the Board of Directors, the Chief Executive Officer (if the Chief Executive Officer is a director and is not also the Chairman

of the Board) shall preside at such meeting, and, if the Chief Executive Officer is not present at such meeting or is not a director, a majority of the directors present at such meeting shall elect one (1) of their members to preside.

SECTION 3.03 Resignations . Any director may resign at any time upon notice given in writing or by electronic transmission to the Board of Directors, the Chairman of the Board of Directors, the Chief Executive Officer or the Secretary of the Corporation. The resignation shall take effect at the time specified therein, and if no time is specified, at the time of its receipt. The acceptance of a resignation shall not be necessary to make it effective unless otherwise expressly provided in the resignation.

SECTION 3.04 Removal . Directors of the Corporation may be removed in the manner provided in the Amended and Restated Certificate of Incorporation and applicable law.

SECTION 3.05 Vacancies and Newly Created Directorships . Except as otherwise provided by law and subject to the Stockholders Agreement, vacancies occurring in any directorship (whether by death, resignation, retirement, disqualification, removal or other cause) and newly created directorships resulting from any increase in the number of directors shall be filled in accordance with the Amended and Restated Certificate of Incorporation. Any director elected to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified, or until his or her earlier death, resignation, retirement, disqualification or removal.

SECTION 3.06 Meetings . Regular meetings of the Board of Directors may be held at such places and times as shall be determined from time to time by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer of the Corporation or the Chairman of the Board of Directors, and shall be called by the Chief Executive Officer or the Secretary of the Corporation if directed by the Board of Directors and shall be at such places and times as they or he or she shall fix. Notice need not be given of regular meetings of the Board of Directors. At least twenty four (24) hours before each special meeting of the Board of Directors, either written notice, notice by electronic transmission or oral notice (either in person or by telephone) notice of the time, date and place of the meeting shall be given to each director. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.

SECTION 3.07 Quorum, Voting and Adjournment . A majority of the total number of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by law, the Amended and Restated Certificate of Incorporation or these Bylaws, the act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present thereat may adjourn such meeting to another time and place. Notice of such adjourned meeting need not be given if the time and place of such adjourned meeting are announced at the meeting so adjourned.

SECTION 3.08 Committees; Committee Rules . The Board of Directors may designate one or more committees, including but not limited to an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee, each such committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee to replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in the resolution of the Board of Directors establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to the following matters: (a) approving or adopting, or recommending to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval or (b) adopting, amending or repealing any Bylaw of the Corporation. All committees of the Board of Directors shall keep minutes of their meetings and shall report their proceedings to the Board of Directors when requested or required by the Board of Directors. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by a resolution of the Board of Directors designating such committee. Unless otherwise provided in such a resolution, the presence of at least a majority of the members of the committee shall be necessary to constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present at a meeting of the committee at which a quorum is present. Unless otherwise provided in such a resolution, in the event that a member and that member’s alternate, if alternates are designated by the Board of Directors, of such committee is or are absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member.

SECTION 3.09 Action Without a Meeting . Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or any committee thereof, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed in the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form or shall be in electronic form if the minutes are maintained in electronic form.

SECTION 3.10 Remote Meeting . Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting by means of conference telephone or other communications equipment in which all persons participating in the meeting can hear each other. Participation in a meeting by means of conference telephone or other communications equipment shall constitute presence in person at such meeting.

SECTION 3.11 Compensation. The Board of Directors shall have the authority to fix the compensation, including fees and reimbursement of expenses, of directors for services to the Corporation in any capacity.

SECTION 3.12 Reliance on Books and Records. A member of the Board of Directors, or a member of any committee designated by the Board of Directors shall, in the performance of such person’s duties, be fully protected in relying in good faith upon records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees of the Board of Directors, or by any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE IV

Officers

SECTION 4.01 Number. The officers of the Corporation shall include a Chief Executive Officer, a President and a Secretary, each of whom shall be elected by the Board of Directors and who shall hold office for such terms as shall be determined by the Board of Directors and until their successors are elected and qualify or until their earlier resignation or removal. In addition, the Board of Directors may elect one or more Vice Presidents, including one or more Executive Vice Presidents, Senior Vice Presidents, a Treasurer and one or more Assistant Treasurers and one or more Assistant Secretaries, who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors. Any number of offices may be held by the same person.

SECTION 4.02 Other Officers and Agents . The Board of Directors may appoint such other officers and agents as it deems advisable, who shall hold their office for such terms and shall exercise and perform such powers and duties as shall be determined from time to time by the Board of Directors. The Board of Directors may appoint one or more officers called a Vice Chairman, each of whom does not need to be a member of the Board of Directors.

SECTION 4.03 Chief Executive Officer/President . The Chief Executive Officer, who may also be the President, subject to the determination of the Board of Directors, shall have general executive charge, management, and control of the properties and operations of the Corporation in the ordinary course of its business, with all such powers with respect to such properties and operations as may be reasonably incident to such responsibilities. If the Board of Directors has not elected a Chairman of the Board or in the absence or inability to act as the Chairman of the Board, the Chief Executive Officer shall exercise all of the powers and discharge all of the duties of the Chairman of the Board, but only if the Chief Executive Officer is a director of the Corporation.

SECTION 4.04 Vice Presidents . Each Vice President, if any are elected, of whom one or more may be designated an Executive Vice President or Senior Vice President,

shall have such powers and shall perform such duties as shall be assigned to him or her by the Chief Executive Officer or the Board of Directors.

SECTION 4.05 Treasurer . The Treasurer shall have custody of the corporate funds, securities, evidences of indebtedness and other valuables of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors or its designees selected for such purposes. The Treasurer shall disburse the funds of the Corporation, taking proper vouchers therefor. The Treasurer shall render to the Chief Executive Officer and the Board of Directors, upon their request, a report of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond for the faithful discharge of his or her duties in such amount and with such surety as the Board of Directors shall prescribe.

In addition, the Treasurer shall have such further powers and perform such other duties incident to the office of Treasurer as from time to time are assigned to him or her by the Chief Executive Officer or the Board of Directors.

SECTION 4.06 Secretary . The Secretary shall: (a) cause minutes of all meetings of the stockholders and directors to be recorded and kept properly; (b) cause all notices required by these Bylaws or otherwise to be given properly; (c) see that the minute books, stock books, and other nonfinancial books, records and papers of the Corporation are kept properly; and (d) cause all reports, statements, returns, certificates and other documents to be prepared and filed when and as required. The Secretary shall have such further powers and perform such other duties as prescribed from time to time by the Chief Executive Officer or the Board of Directors.

SECTION 4.07 Assistant Treasurers and Assistant Secretaries . Each Assistant Treasurer and each Assistant Secretary, if any are elected, shall be vested with all the powers and shall perform all the duties of the Treasurer and Secretary, respectively, in the absence or disability of such officer, unless or until the Chief Executive Officer or the Board of Directors shall otherwise determine. In addition, Assistant Treasurers and Assistant Secretaries shall have such powers and shall perform such duties as shall be assigned to them by the Chief Executive Officer or the Board of Directors.

SECTION 4.08 Corporate Funds and Checks . The funds of the Corporation shall be kept in such depositories as shall from time to time be prescribed by the Board of Directors or its designees selected for such purposes. All checks or other orders for the payment of money shall be signed by the Chief Executive Officer, a Vice President, the Treasurer or the Secretary or such other person or agent as may from time to time be authorized and with such countersignature, if any, as may be required by the Board of Directors.

SECTION 4.09 Contracts and Other Documents . The Chief Executive Officer and the Secretary, or such other officer or officers as may from time to time be authorized by the Board of Directors or any other committee given specific authority in the premises by the Board of Directors during the intervals between the meetings of the Board of

Directors, shall have power to sign and execute on behalf of the Corporation deeds, conveyances and contracts, and any and all other documents requiring execution by the Corporation.

SECTION 4.10 Ownership of Stock of Another Corporation . Unless otherwise directed by the Board of Directors, the Chief Executive Officer, a Vice President, the Treasurer or the Secretary, or such other officer or agent as shall be authorized by the Board of Directors, shall have the power and authority, on behalf of the Corporation, to attend and to vote at any meeting of securityholders of any entity in which the Corporation holds securities or equity interests and may exercise, on behalf of the Corporation, any and all of the rights and powers incident to the ownership of such securities or equity interests at any such meeting, including the authority to execute and deliver proxies and consents on behalf of the Corporation.

SECTION 4.11 Delegation of Duties . In the absence, disability or refusal of any officer to exercise and perform his or her duties, the Board of Directors may delegate to another officer such powers or duties.

SECTION 4.12 Resignation and Removal . Any officer of the Corporation may be removed from office for or without cause at any time by the Board of Directors. Any officer may resign at any time in the same manner prescribed under Section 3.03 of these Bylaws.

SECTION 4.13 Vacancies . The Board of Directors shall have the power to fill vacancies occurring in any office.

ARTICLE V

Stock

SECTION 5.01 Shares With Certificates . The shares of stock of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock in the Corporation represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by, the Chairman of the Board of Directors or the Vice Chairman of the Board of Directors or, the President or a Vice President, and by the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary of the Corporation, certifying the number and class of shares of stock of the Corporation owned by such holder. Any or all of the signatures on the certificate may be a facsimile. The Board of Directors shall have the power to appoint one or more transfer agents and/or registrars for the transfer or registration of certificates of stock of any class, and may require stock certificates to be countersigned or registered by one or more of such transfer agents and/or registrars.

SECTION 5.02 Shares Without Certificates . If the Board of Directors chooses to issue shares of stock without certificates, the Corporation, if required by the DGCL, shall, within a reasonable time after the issue or transfer of shares without certificates, send the stockholder a written statement of the information required by the DGCL. The Corporation may

adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance of certificates, provided the use of such system by the Corporation is permitted in accordance with applicable law.

SECTION 5.03 Transfer of Shares . Shares of stock of the Corporation shall be transferable upon its books by the holders thereof, in person or by their duly authorized attorneys or legal representatives, upon surrender to the Corporation by delivery thereof (to the extent evidenced by a physical stock certificate) to the person in charge of the stock and transfer books and ledgers. Certificates representing such shares, if any, shall be cancelled and new certificates, if the shares are to be certificated, shall thereupon be issued. Shares of capital stock of the Corporation that are not represented by a certificate shall be transferred in accordance with applicable law. A record shall be made of each transfer. Whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented, both the transferor and transferee request the Corporation to do so. The Board of Directors shall have power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, transfer and registration of certificates for shares of stock of the Corporation.

SECTION 5.04 Lost, Stolen, Destroyed or Mutilated Certificates . A new certificate of stock or uncertificated shares may be issued in the place of any certificate previously issued by the Corporation alleged to have been lost, stolen or destroyed, and the Corporation may, in its discretion, require the owner of such lost, stolen or destroyed certificate, or his or her legal representative, to give the Corporation a bond, in such sum as the Corporation may direct, in order to indemnify the Corporation against any claims that may be made against it in connection therewith. A new certificate or uncertificated shares of stock may be issued in the place of any certificate previously issued by the Corporation that has become mutilated upon the surrender by such owner of such mutilated certificate and, if required by the Corporation, the posting of a bond by such owner in an amount sufficient to indemnify the Corporation against any claim that may be made against it in connection therewith.

SECTION 5.05 List of Stockholders Entitled To Vote . The officer who has charge of the stock ledger shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting ( provided, however , if the record date for determining the stockholders entitled to vote is less than ten (10) days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting at least ten (10) days prior to the meeting (a) on a reasonably accessible electronic network; provided that the information required to gain access to such list is provided with the notice of meeting or (b) during ordinary business hours at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder

who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 5.05 or to vote in person or by proxy at any meeting of stockholders.

SECTION 5.06 Fixing Date for Determination of Stockholders of Record.

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall, unless otherwise required by law, not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however , that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than sixty (60) days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

(C) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation, in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. If no record date for determining stockholders entitled to express consent to corporate

action in writing without a meeting is fixed by the Board of Directors, (i) when no prior action of the Board of Directors is required by law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board of Directors is required by law, the record date for such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

SECTION 5.07 Registered Stockholders . Prior to the surrender to the Corporation of the certificate or certificates for a share or shares of stock or notification to the Corporation of the transfer of uncertificated shares with a request to record the transfer of such share or shares, the Corporation may treat the registered owner of such share or shares as the person entitled to receive dividends, to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner of such share or shares. To the fullest extent permitted by law, the Corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof.

ARTICLE VI

Notice and Waiver of Notice

SECTION 6.01 Notice . If mailed, notice to stockholders shall be deemed given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the DGCL.

SECTION 6.02 Waiver of Notice . A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver. Attendance at any meeting (in person or by remote communication) shall constitute waiver of notice except attendance for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.

ARTICLE VII

Indemnification

SECTION 7.01 Right to Indemnification . Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “ proceeding ”), by reason of the fact that he or she is or was a director or an officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a

director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “ indemnitee ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee, agent or trustee or in any other capacity while serving as a director, officer, employee, agent or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by Delaware law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section 7.03 with respect to proceedings to enforce rights to indemnification or advancement of expenses or with respect to any compulsory counterclaim brought by such indemnitee, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors.

SECTION 7.02 Right to Advancement of Expenses . In addition to the right to indemnification conferred in Section 7.01, an indemnitee shall also have the right to be paid by the Corporation the expenses (including attorney’s fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under this Article VII (which shall be governed by Section 7.03 (hereinafter an “ advancement of expenses ”); provided, however, that, if the DGCL requires or in the case of an advance made in a proceeding brought to establish or enforce a right to indemnification or advancement, an advancement of expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made solely upon delivery to the Corporation of an undertaking (hereinafter an “ undertaking ”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “ final adjudication ”) that such indemnitee is not entitled to be indemnified or entitled to advancement of expenses under Sections 7.01 and 7.02 or otherwise.

SECTION 7.03 Right of Indemnitee to Bring Suit. If a claim under Section 7.01 or 7.02 is not paid in full by the Corporation within (i) 60 days after a written claim for indemnification has been received by the Corporation or (ii) 20 days after a claim for an advancement of expenses has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim or to obtain advancement of expenses, as applicable. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) any suit brought by the Corporation to recover an advancement of expenses pursuant to the

terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation.

SECTION 7.04 Indemnification Not Exclusive .

(A) The provision of indemnification to or the advancement of expenses and costs to any indemnitee under this Article VII, or the entitlement of any indemnitee to indemnification or advancement of expenses and costs under this Article VII, shall not limit or restrict in any way the power of the Corporation to indemnify or advance expenses and costs to such indemnitee in any other way permitted by law or be deemed exclusive of, or invalidate, any right to which any indemnitee seeking indemnification or advancement of expenses and costs may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such indemnitee’s capacity as an officer, director, employee or agent of the Corporation and as to action in any other capacity.

(B) Given that certain jointly indemnifiable claims (as defined below) may arise due to the service of the indemnitee as a director and/or officer of the Corporation at the request of the indemnitee-related entities (as defined below), the Corporation shall be fully and primarily responsible for the payment to the indemnitee in respect of indemnification or advancement of expenses in connection with any such jointly indemnifiable claims, pursuant to and in accordance with the terms of this Article VII, irrespective of any right of recovery the indemnitee may have from the indemnitee-related entities. Any obligation on the part of any indemnitee-related entities to indemnify or advance expenses to any indemnitee shall be secondary to the Corporation’s obligation and shall be reduced by any amount that the indemnitee may collect as indemnification or advancement from the Corporation. Under no circumstance shall the Corporation be entitled to any right of subrogation or contribution by the indemnitee-related entities and no right of advancement or recovery the indemnitee may have from the indemnitee-related entities shall reduce or otherwise alter the rights of the indemnitee or the obligations of the Corporation hereunder. In the event that any of the indemnitee-related entities shall make any payment to the indemnitee in respect of indemnification or advancement of expenses with respect to any jointly indemnifiable claim, the indemnitee-related entity making

such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the indemnitee against the Corporation, and the indemnitee shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the indemnitee-related entities effectively to bring suit to enforce such rights. Each of the indemnitee-related entities shall be third-party beneficiaries with respect to this Section 7.04(B) of Article VII, entitled to enforce this Section 7.04(B) of Article VII.

For purposes of this Section 7.04(B) of Article VII, the following terms shall have the following meanings:

(1) The term “ indemnitee-related entities ” means any corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Corporation or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for which the indemnitee has agreed, on behalf of the Corporation or at the Corporation’s request, to serve as a director, officer, employee or agent and which service is covered by the indemnity described herein) from whom an indemnitee may be entitled to indemnification or advancement of expenses with respect to which, in whole or in part, the Corporation may also have an indemnification or advancement obligation.

(2) The term “ jointly indemnifiable claims ” shall be broadly construed and shall include, without limitation, any action, suit or proceeding for which the indemnitee shall be entitled to indemnification or advancement of expenses from both the indemnitee-related entities and the Corporation pursuant to Delaware law, any agreement or certificate of incorporation, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Corporation or the indemnitee-related entities, as applicable.

SECTION 7.05 Corporate Obligations; Reliance . The rights granted pursuant to the provisions of this Article VII shall vest at the time a person becomes a director or officer of the Corporation and shall be deemed to create a binding contractual obligation on the part of the Corporation to the persons who from time to time are elected as officers or directors of the Corporation, and such persons in acting in their capacities as officers or directors of the Corporation or any subsidiary shall be entitled to rely on such provisions of this Article VII without giving notice thereof to the Corporation. Such rights shall continue as to an indemnitee who has ceased to be a director or officer and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. Any amendment, alteration or repeal of this Article VII that adversely affects any right of an indemnitee or its successors shall be propsective only an shall not limit, eliminate, or impar any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.

SECTION 7.06 Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense,

liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7.07 Indemnification of Employees and Agents of the Corporation . The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.

ARTICLE VIII

Miscellaneous

SECTION 8.01 Electronic Transmission . For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

SECTION 8.02 Corporate Seal . The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

SECTION 8.03 Fiscal Year . The fiscal year of the Corporation shall end on the last Sunday in December of each year, or such other day as the Board of Directors may designate.

SECTION 8.04 Section Headings . Section headings in these Bylaws are for convenience of reference only and shall not be given any substantive effect in limiting or otherwise construing any provision herein.

SECTION 8.05 Inconsistent Provisions . In the event that any provision of these Bylaws is or becomes inconsistent with any provision of the Amended and Restated Certificate of Incorporation, the DGCL or any other applicable law, such provision of these Bylaws shall not be given any effect to the extent of such inconsistency but shall otherwise be given full force and effect.

ARTICLE IX

Amendments

SECTION 9.01 Amendments . The Board of Directors is authorized to make, repeal, alter, amend and rescind, in whole or in part, these Bylaws without the assent or vote of the stockholders in any manner not inconsistent with the laws of the State of Delaware or the Amended and Restated Certificate of Incorporation. Notwithstanding any other provisions of

these Bylaws or any provision of law which might otherwise permit a lesser vote of the stockholders, at any time when KKR beneficially owns, in the aggregate, less than 40% in voting power of the stock of the Corporation entitled to vote generally in the election of directors, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by the Amended and Restated Certificate of Incorporation (including any certificate of designation relating to any series of Preferred Stock (as defined in the Amended and Restated Certificate of Incorporation), these Bylaws or applicable law, the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required in order for the stockholders of the Corporation to alter, amend, repeal or rescind, in whole or in part, any provision of these Bylaws (including, without limitation, this Section 9.01) or to adopt any provision inconsistent herewith.

[ Remainder of Page Intentionally Left Blank ]

Exhibit 4.1

NUMBER SHARES PRAHEALTHSCIENCES INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE SIDE FOR CERTAIN DEFINITIONS CUSIP 69354M 10 8 THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE COMMON SHARES, $0.01 PAR VALUE, OF PRA HEALTH SCIENCES, INC. transferable on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. IN WITNESS WHEREOF, the said Corporation has caused this certificate to be signed by facsimile signatures of its duly authorized officers. Dated: PRESIDENT TREASURER COUNTERSIGNED AND REGISTERED: WELLS FARGO BANK, N.A. TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE AMERICAN FINANCIAL PRINTING INCORPORATED – MINNEAPOLIS

THE BOARD OF THIS CORPORATION HAS THE AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK OTHER THAN COMMON STOCK. THIS CORPORATION WILL FURNISH TO ANY SHAREHOLDER UPON WRITTEN REQUEST SENT TO ITS PRINCIPAL EXECUTIVE OFFICES, AND WITHOUT CHARGE, A FULL STATEMENT OF THE BOARD’S AUTHORITY TO CREATE AND DETERMINE THE RELATIVE RIGHTS AND PREFERENCES OF CLASSES OR SERIES OF SHARES OF CAPITAL STOCK AS WELL AS THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS OF THE SHARES OF EACH CLASS OR SERIES THEN OUTSTANDING OR AUTHORIZED TO BE ISSUED. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM – as tenants in common UTMA – Custodian (Cust) (Minor) TEN ENT – as tenants by entireties under Uniform Transfers to Minors JT TEN – as joint tenants with right of survivorship Act and not as tenants in common (State) Additional abbreviations may also be used though not in the above list. For value received hereby sell, assign, and transfer unto (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE) Shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. SIGNATURE GUARANTEED ALL GUARANTEES MUST BE MADE BY A FINANCIAL INSTITUTION (SUCH AS A BANK OR BROKER) WHICH IS A PARTICIPANT IN THE SECURITIES TRANSFER AGENTS MEDALLION PROGRAM (“STAMP”), THE NEW YORK STOCK EXCHANGE, INC. MEDALLION SIGNATURE PROGRAM (“MSP”), OR THE STOCK EXCHANGES MEDALLION PROGRAM (“SEMP”) AND MUST NOT BE DATED. GUARANTEES BY A NOTARY PUBLIC ARE NOT ACCEPTABLE. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

Exhibit 10.1

PRA HEALTH SCIENCES, INC.
2014 OMNIBUS INCENTIVE PLAN

1. Purpose . The purpose of the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan is to provide a means through which the Company and its Affiliates may attract and retain key personnel and to provide a means whereby directors, officers, employees, consultants and advisors (and prospective directors, officers, employees, consultants and advisors) of the Company and its Affiliates can acquire and maintain an equity interest in the Company, or be paid incentive compensation, including incentive compensation measured by reference to the value of Common Stock, thereby strengthening their commitment to the welfare of the Company and its Affiliates and aligning their interests with those of the Company’s stockholders.

2. Definitions . The following definitions shall be applicable throughout the Plan.

(a) “ Absolute Share Limit ” has the meaning given such term in Section 5(a) of the Plan.

(b) “ Affiliate ” means any Person that directly or indirectly controls, is controlled by or is under common control with the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract or otherwise.

(c) “ Award ” means, individually or collectively, any Incentive Stock Option, Nonqualified Stock Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Other Stock-Based Award and Performance Compensation Award granted under the Plan.

(d) “ Award Agreement ” means the document or documents by which each Award is evidenced.

(e) “ Board ” means the Board of Directors of the Company.

(f) “ Cause ” means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Cause”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination, or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Cause” contained therein), the Participant’s (A) willful neglect in the performance of the Participant’s duties for the Service Recipient or willful or repeated failure or refusal to perform such duties; (B) engagement in conduct in connection with the Participant’s employment or service with the Service Recipient, which results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; (C) conviction of, or plea of guilty or no contest to, (I) any felony; or (II) any other crime that results, or could reasonably be expected to result in, material harm to the business or reputation of the Company or any Affiliate; (D) material violation of the written policies of the Service Recipient, including but not limited to those relating to sexual harassment or the disclosure or misuse of confidential information, or those set forth in the manuals or statements of policy of the Service Recipient; (E) fraud or misappropriation, embezzlement or misuse of funds or property belonging to the

Company or any Affiliate; or (F) act of personal dishonesty that involves personal profit in connection with the Participant’s employment or service to the Service Recipient.

(g) “ Change in Control ” means:

(i) the acquisition (whether by purchase, merger, consolidation, combination or other similar transaction) by any Person of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% (on a fully diluted basis) of either (A) the then outstanding shares of Common Stock, taking into account as outstanding for this purpose such Common Stock issuable upon the exercise of options or warrants, the conversion of convertible stock or debt, and the exercise of any similar right to acquire such Common Stock or (B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; provided, however , that for purposes of this Plan, the following acquisitions shall not constitute a Change in Control: (I) any acquisition by the Company or any Affiliate; (II) any acquisition by any employee benefit plan sponsored or maintained by the Company or any Affiliate; or (III) in respect of an Award held by a particular Participant, any acquisition by the Participant or any group of Persons including the Participant (or any entity controlled by the Participant or any group of Persons including the Participant);

(ii) during any period of twelve (12) months, individuals who, at the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof, whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however , that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director; or

(iii) the sale, transfer or other disposition of all or substantially all of the assets of the Company to any Person that is not an Affiliate of the Company.

(h) “ Code ” means the Internal Revenue Code of 1986, as amended, and any successor thereto. Reference in the Plan to any section of the Code shall be deemed to include any regulations or other interpretative guidance under such section, and any amendments or successor provisions to such section, regulations or guidance.

(i) “ Committee ” means the Compensation Committee of the Board or any properly delegated subcommittee thereof or, if no such Compensation Committee or subcommittee thereof exists, the Board.

(j) “ Common Stock ” means the common stock, par value $0.01 per share, of the Company (and any stock or other securities into which such Common Stock may be converted or into which it may be exchanged).

(k) “ Company ” means PRA Health Sciences, Inc., a Delaware corporation, and any successor thereto.

(l) “ Date of Grant ” means the date on which the granting of an Award is authorized, or such other date as may be specified in such authorization.

(m) “ Designated Foreign Subsidiaries ” means all Affiliates organized under the laws of any jurisdiction or country other than the United States of America that may be designated by the Board or the Committee from time to time.

(n) “ Detrimental Activity ” means any of the following: (i) unauthorized disclosure of any confidential or proprietary information of the Company or its Affiliates; (ii) any activity that would be grounds to terminate the Participant’s employment or service with the Service Recipient for Cause; (iii) the breach of any noncompetition, nonsolicitation or other agreement containing restrictive covenants, with the Company or its Affiliates; or (iv) fraud or conduct contributing to any financial restatements or irregularities, as determined by the Committee in its sole discretion.

(o) “ Disability ” means, as to any Participant, unless the applicable Award Agreement states otherwise, (i) “Disability”, as defined in any employment or consulting agreement between the Participant and the Service Recipient in effect at the time of such Termination; or (ii) in the absence of any such employment or consulting agreement (or the absence of any definition of “Disability” contained therein), a condition entitling the Participant to receive benefits under a long-term disability plan of the Company or an Affiliate, or, in the absence of such a plan, the complete and permanent inability by reason of illness or accident to perform the duties of the occupation at which a Participant was employed or served when such disability commenced. Any determination of whether Disability exists shall be made by the Company in its sole and absolute discretion.

(p) “ Effective Date ” means [ ], 2014.

(q) “ Eligible Director ” means a person who is (i) with respect to actions intended to obtain an exemption from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 under the Exchange Act, a “non-employee director” within the meaning of Rule 16b-3 under the Exchange Act; (ii) with respect to actions intended to obtain the exception for performance-based compensation under 162(m) of the Code, an “outside director” within the meaning of Section 162(m) of the Code; and (iii) with respect to actions undertaken to comply with the rules of the NASDAQ or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, an “independent director” under the rules of the NASDAQ or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted, or a person meeting any similar requirement under any successor rule or regulation.

(r) “ Eligible Person ” means any (i) individual employed by the Company or an Affiliate; provided, however , that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; (ii) director or officer of the Company or an Affiliate; (iii) consultant or advisor to the Company or an Affiliate who may be offered securities registrable pursuant to a registration statement on Form S-8 under the Securities Act; or (iv) any prospective employees, directors, officers, consultants or advisors who have accepted offers of employment or consultancy from the Company or one of its Affiliates (and would satisfy the provisions of clauses (i) through (iii) above once he or she begins employment with or providing services to the Company or one of its Affiliates), who, in the case of each of clauses (i) through (iv) above has entered into an Award Agreement or who has received written notification from the Committee or its designee that they have been selected to participate in the Plan. Solely for purposes of this Section 2(r), “Affiliate” shall be limited to: (1) a Subsidiary; (2) any parent corporation of the Company within the meaning of Section 424(e) of the Code (“ Parent ”); (3) any corporation, trade or business of which 50% or more of the combined voting power of such entity’s outstanding securities is directly or indirectly controlled by the Company or any Subsidiary or Parent; or (4) any corporation, trade or business which, directly or indirectly, controls 50% or more of the combined voting power of the outstanding securities of the Company.

(s) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Exchange Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(t) “ Exercise Price ” has the meaning given such term in Section 7(b) of the Plan.

(u) “ Fair Market Value ” means, on a given date, if (i) the Common Stock is listed on a national securities exchange, the closing sales price of the Common Stock reported on the primary exchange on which the Common Stock is listed and traded on such date, or, if there are no such sales on that date, then on the last preceding date on which such sales were reported; (ii) the Common Stock is not listed on any national securities exchange but is quoted in an inter-dealer quotation system on a last sale basis, the average between the closing bid price and ask price reported on such date, or, if there is no such sale on that date, then on the last preceding date on which a sale was reported; or (iii) the Common Stock is not listed on a national securities exchange or quoted in an inter-dealer quotation system on a last sale basis, the amount determined by the Committee in good faith to be the fair market value of the Common Stock; provided , however , as to any Awards granted on or with a Date of Grant of the date of the pricing of the Company’s initial public offering, “Fair Market Value” shall be equal to the per share price the Common Stock is offered to the public in connection with such initial public offering.

(v) “ GAAP ” has the meaning given such term in Section 14(b) of the Plan

(w) “ Immediate Family Members ” has the meaning given such term in Section 14(b) of the Plan.

(x) “ Incentive Stock Option ” means an Option which is designated by the Committee as an incentive stock option as described in Section 422 of the Code and otherwise meets the requirements set forth in the Plan.

(y) “ Indemnifiable Person ” has the meaning given such term in Section 4(e) of the Plan.

(z) “ NASDAQ ” means The NASDAQ Global Market.

(aa) “ Negative Discretion ” means the discretion authorized by the Plan to be applied by the Committee to eliminate or reduce the size of a Performance Compensation Award consistent with Section 162(m) of the Code.

(bb) “ Nonqualified Stock Option ” means an Option which is not designated by the Committee as an Incentive Stock Option.

(cc) “ Non-Employee Director ” means a member of the Board who is not an employee of the Company or any Affiliate.

(dd) “ Option ” means an Award granted under Section 7 of the Plan.

(ee) “ Option Period ” has the meaning given such term in Section 7(c) of the Plan.

(ff) “ Other Stock-Based Award ” means an Award granted under Section 10 of the Plan.

(gg) “ Participant ” means an Eligible Person who has been selected by the Committee to participate in the Plan and to receive an Award pursuant to the Plan.

(hh) “ Performance Compensation Award ” means any Award designated by the Committee as a Performance Compensation Award pursuant to Section 11 of the Plan.

(ii) “ Performance Criteria ” means the criterion or criteria that the Committee shall select for purposes of establishing the Performance Goals for a Performance Period with respect to any Performance Compensation Award under the Plan.

(jj) “ Performance Formula ” means, for a Performance Period, the one or more objective formulae applied against the relevant Performance Goal to determine, with regard to the Performance Compensation Award of a particular Participant, whether all, some portion but less than all, or none of the Performance Compensation Award has been earned for the Performance Period.

(kk) “ Performance Goals ” means, for a Performance Period, the one or more goals established by the Committee for the Performance Period based upon the Performance Criteria.

(ll) “ Performance Period ” means the one or more periods of time of not less than 12 months, as the Committee may select, over which the attainment of one or more Performance

Goals will be measured for the purpose of determining a Participant’s right to, and the payment of, a Performance Compensation Award.

(mm) “ Permitted Transferee ” has the meaning given such term in Section 14(b) of the Plan.

(nn) “ Person ” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).

(oo) “ Plan ” means this PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan, as it may be amended from time to time.

(pp) “ Restricted Period ” means the period of time determined by the Committee during which an Award is subject to restrictions or, as applicable, the period of time within which performance is measured for purposes of determining whether an Award has been earned.

(qq) “ Restricted Stock ” means Common Stock, subject to certain specified restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(rr) “ Restricted Stock Unit ” means an unfunded and unsecured promise to deliver shares of Common Stock, cash, other securities or other property, subject to certain restrictions (which may include, without limitation, a requirement that the Participant remain continuously employed or provide continuous services for a specified period of time), granted under Section 9 of the Plan.

(ss) “ SAR Period ” has the meaning given such term in Section 8(c) of the Plan.

(tt) “ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto. Reference in the Plan to any section of (or rule promulgated under) the Securities Act shall be deemed to include any rules, regulations or other interpretative guidance under such section or rule, and any amendments or successor provisions to such section, rules, regulations or guidance.

(uu) “ Service Recipient ” means, with respect to a Participant holding a given Award, either the Company or an Affiliate of the Company by which the original recipient of such Award is, or following a Termination was most recently, principally employed or to which such original recipient provides, or following a Termination was most recently providing, services, as applicable.

(vv) “ Stock Appreciation Right ” or “ SAR ” means an Award granted under Section 8 of the Plan.

(ww) “ Strike Price ” has the meaning given such term in Section 8(b) of the Plan.

(xx) “ Subsidiary ” means, with respect to any specified Person:

(i) any corporation, association or other business entity of which more than 50% of the total voting power of shares of such entity’s voting securities (without regard to the occurrence of any contingency and after giving effect to any voting agreement or stockholders’ agreement that effectively transfers voting power) is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(ii) any partnership (or any comparable foreign entity) (A) the sole general partner (or functional equivalent thereof) or the managing general partner of which is such Person or Subsidiary of such Person or (B) the only general partners (or functional equivalents thereof) of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

(yy) “ Substitute Award ” has the meaning given such term in Section 5(e) of the Plan.

(zz) “ Sub-Plans ” means any sub-plan to this Plan that has been adopted by the Board or the Committee for the purpose of permitting the offering of Awards to employees of certain Designated Foreign Subsidiaries or otherwise outside the United States of America, with each such sub-plan designed to comply with local laws applicable to offerings in such foreign jurisdictions. Although any Sub-Plan may be designated a separate and independent plan from the Plan in order to comply with applicable local laws, the Absolute Share Limit and the other limits specified in Section 5(b) shall apply in the aggregate to the Plan and any Sub-Plan adopted hereunder.

(aaa) “ Termination ” means the termination of a Participant’s employment or service, as applicable, with the Service Recipient.

3. Effective Date; Duration . The Plan shall be effective as of the Effective Date. The expiration date of the Plan, on and after which date no Awards may be granted hereunder, shall be the tenth anniversary of the Effective Date; provided, however , that such expiration shall not affect Awards then outstanding, and the terms and conditions of the Plan shall continue to apply to such Awards.

4. Administration .

(a) The Committee shall administer the Plan. To the extent required to comply with the provisions of Rule 16b-3 promulgated under the Exchange Act (if the Board is not acting as the Committee under the Plan) or necessary to obtain the exception for performance-based compensation under Section 162(m) of the Code, as applicable, it is intended that each member of the Committee shall, at the time he or she takes any action with respect to an Award under the Plan that is subject to Rule 16b-3 or Section 162(m) of the Code, as applicable, be an Eligible Director. However, the fact that a Committee member shall fail to qualify as an Eligible Director shall not invalidate any Award granted by the Committee that is otherwise validly granted under the Plan.

(b) Subject to the provisions of the Plan and applicable law, the Committee shall have the sole and plenary authority, in addition to other express powers and authorizations conferred on the Committee by the Plan, to: (i) designate Participants; (ii) determine the type or

types of Awards to be granted to a Participant; (iii) determine the number of shares of Common Stock to be covered by, or with respect to which payments, rights, or other matters are to be calculated in connection with, Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled in, or exercised for, cash, shares of Common Stock, other securities, other Awards or other property, or canceled, forfeited, or suspended and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances the delivery of cash, shares of Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall be deferred either automatically or at the election of the Participant or of the Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any defect in and/or supply any omission in the Plan and any instrument or agreement relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of the Plan; (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan; and (x) adopt Sub-Plans.

(c) Except to the extent prohibited by applicable law or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. Without limiting the generality of the foregoing, the Committee may delegate to one or more officers of the Company or any Subsidiary, the authority to act on behalf of the Committee with respect to any matter, right, obligation, or election which is the responsibility of, or which is allocated to, the Committee herein, and which may be so delegated as a matter of law, except for grants of Awards to persons (i) who are Non-Employee Directors or otherwise are subject to Section 16 of the Exchange Act or (ii) who are, or who are reasonably expected to be, “covered employees” for purposes of Section 162(m) of the Code.

(d) Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award or any documents evidencing Awards granted pursuant to the Plan shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons or entities, including, without limitation, the Company, any of its Affiliates, any Participant, any holder or beneficiary of any Award, and any stockholder of the Company.

(e) No member of the Board, the Committee or any employee or agent of the Company or any Subsidiary (each such person, an “ Indemnifiable Person ”) shall be liable for any action taken or omitted to be taken or any determination made with respect to the Plan or any Award hereunder (unless constituting fraud or a willful criminal act or omission). Each Indemnifiable Person shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense (including attorneys’ fees) that may be imposed upon or incurred by such Indemnifiable Person in connection with or resulting from any action, suit or proceeding to which such Indemnifiable Person may be a party or in which such Indemnifiable Person may be involved by reason of any action taken or omitted to be taken or determination

made under the Plan or any Award Agreement and against and from any and all amounts paid by such Indemnifiable Person with the Company’s approval, in settlement thereof, or paid by such Indemnifiable Person in satisfaction of any judgment in any such action, suit or proceeding against such Indemnifiable Person, and the Company shall advance to such Indemnifiable Person any such expenses promptly upon written request (which request shall include an undertaking by the Indemnifiable Person to repay the amount of such advance if it shall ultimately be determined, as provided below, that the Indemnifiable Person is not entitled to be indemnified); provided , that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company’s choice. The foregoing right of indemnification shall not be available to an Indemnifiable Person to the extent that a final judgment or other final adjudication (in either case not subject to further appeal) binding upon such Indemnifiable Person determines that the acts, omissions or determinations of such Indemnifiable Person giving rise to the indemnification claim resulted from such Indemnifiable Person’s fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company’s or any Subsidiary’s organizational documents. The foregoing right of indemnification shall not be exclusive of or otherwise supersede any other rights of indemnification to which such Indemnifiable Persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, individual indemnification agreement or contract or otherwise, or any other power that the Company may have to indemnify such Indemnifiable Persons or hold them harmless.

(f) Notwithstanding anything to the contrary contained in the Plan, the Board may, in its sole discretion, at any time and from time to time, grant Awards and administer the Plan with respect to such Awards. Any such actions by the Board shall be subject to the applicable rules of the NASDAQ or any other securities exchange or inter-dealer quotation system on which the Common Stock is listed or quoted. In any such case, the Board shall have all the authority granted to the Committee under the Plan.

5. Grant of Awards; Shares Subject to the Plan; Limitations .

(a) The Committee may, from time to time, grant Awards to one or more Eligible Persons.

(b) Awards granted under the Plan shall be subject to the following limitations: (i) subject to Section 12 of the Plan, no more than 3,200,000 shares of Common Stock, plus any shares of Common Stock subject to outstanding awards granted under the 2013 Stock Incentive Plan for Key Employees of PRA Health Sciences, Inc. and its Subsidiaries that, after the Effective Date, expire or are otherwise forfeited or terminated in accordance with their terms, in each case, without the delivery of shares of Common Stock in settlement thereof (the “ Absolute Share Limit ”), shall be available for Awards under the Plan; (ii) subject to Section 12 of the Plan, grants of Options or SARs under the Plan in respect of no more than 1,000,000 shares of Common Stock may be made to any individual Participant during any single fiscal year of the Company (for this purpose, if a SAR is granted in tandem with an Option (such that the SAR expires with respect to the number of shares of Common Stock for which the Option is exercised), only the shares underlying the Option shall count against this limitation); (iii)

subject to Section 12 of the Plan, no more than 3,200,000 shares of Common Stock may be issued in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; (iv) subject to Section 12 of the Plan, no more than 2,000,000 shares of Common Stock may be issued in respect of Performance Compensation Awards denominated in shares of Common Stock granted pursuant to Section 11 of the Plan to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year), or in the event such share denominated Performance Compensation Award is paid in cash, other securities, other Awards or other property, no more than the Fair Market Value of such shares of Common Stock on the last day of the Performance Period to which such Award relates; (v) the maximum number of shares of Common Stock subject to Awards granted during a single fiscal year to any Non-Employee Director, taken together with any cash fees paid to such Non-Employee Director during the fiscal year, shall not exceed $500,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes); and (vi) the maximum amount that can be paid to any individual Participant for a single fiscal year during a Performance Period (or with respect to each single fiscal year in the event a Performance Period extends beyond a single fiscal year) pursuant to a Performance Compensation Award denominated in cash (described in Section 11(a) of the Plan) shall be $10,000,000.

(c) Other than with respect to Substitute Awards, to the extent that an Award expires or is canceled, forfeited, terminated, settled in cash, or otherwise is settled without delivery to the Participant of the full number of shares of Common Stock to which the Award related, the undelivered shares will again be available for grant. Shares of Common Stock withheld in payment of the exercise price or taxes relating to an Award and shares equal to the number of shares surrendered in payment of any Exercise Price or Strike Price, or taxes relating to an Award, shall be deemed to constitute shares not issued to the Participant and shall be deemed to again be available for Awards under the Plan; provided, however , that such shares shall not become available for issuance hereunder if either: (i) the applicable shares are withheld or surrendered following the termination of the Plan; or (ii) at the time the applicable shares are withheld or surrendered, it would constitute a material revision of the Plan subject to stockholder approval under any then-applicable rules of the national securities exchange on which the Common Stock is listed.

(d) Shares of Common Stock issued by the Company in settlement of Awards may be authorized and unissued shares, shares held in the treasury of the Company, shares purchased on the open market or by private purchase or a combination of the foregoing.

(e) Awards may, in the sole discretion of the Committee, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity directly or indirectly acquired by the Company or with which the Company combines (“ Substitute Awards ”). Substitute Awards shall not be counted against the Absolute Share Limit; provided , that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding options intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code shall be counted against the aggregate number of shares of Common Stock available for Awards of Incentive Stock Options under the Plan. Subject to applicable stock exchange requirements, available shares under a stockholder approved plan of an entity

directly or indirectly acquired by the Company or with which the Company combines (as appropriately adjusted to reflect the acquisition or combination transaction) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock available for issuance under the Plan.

6. Eligibility . Participation in the Plan shall be limited to Eligible Persons.

7. Options .

(a) General . Each Option granted under the Plan shall be evidenced by an Award Agreement, in written or electronic form, which agreement need not be the same for each Participant. Each Option so granted shall be subject to the conditions set forth in this Section 7, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. All Options granted under the Plan shall be Nonqualified Stock Options unless the applicable Award Agreement expressly states that the Option is intended to be an Incentive Stock Option. Incentive Stock Options shall be granted only to Eligible Persons who are employees of the Company and its Affiliates, and no Incentive Stock Option shall be granted to any Eligible Person who is ineligible to receive an Incentive Stock Option under the Code. No Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Section 422(b)(1) of the Code, provided that any Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained. In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to, and comply with, such rules as may be prescribed by Section 422 of the Code. If for any reason an Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

(b) Exercise Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the exercise price (“ Exercise Price ”) per share of Common Stock for each Option shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant); provided, however , that in the case of an Incentive Stock Option granted to an employee who, at the time of the grant of such Option, owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate, the Exercise Price per share shall be no less than 110% of the Fair Market Value per share on the Date of Grant.

(i) Options shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided , however , that notwithstanding any such vesting dates or events, the Committee may in its sole discretion accelerate the vesting of any Options at any time and for any reason. Options shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “ Option Period ”); provided , that if the Option Period (other than in the case of an Incentive Stock Option) would expire at a time when trading in the shares

of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the Option Period shall be automatically extended until the 30 th day following the expiration of such prohibition. Notwithstanding the foregoing, in no event shall the Option Period exceed five (5) years from the Date of Grant in the case of an Incentive Stock Option granted to a Participant who on the Date of Grant owns stock representing more than 10% of the voting power of all classes of stock of the Company or any Affiliate.

(ii) Unless otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination by the Service Recipient for Cause, all outstanding Options granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for one year thereafter (but in no event beyond the expiration of the Option Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested Option granted to such Participant shall immediately terminate and expire, and each outstanding vested Option shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the Option Period).

(d) Method of Exercise and Form of Payment . No shares of Common Stock shall be issued pursuant to any exercise of an Option until payment in full of the Exercise Price therefor is received by the Company and the Participant has paid to the Company an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. Options which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company (or telephonic instructions to the extent provided by the Committee) in accordance with the terms of the Option accompanied by payment of the Exercise Price. The Exercise Price shall be payable: (i) in cash, check, cash equivalent and/or shares of Common Stock valued at the Fair Market Value at the time the Option is exercised (including, pursuant to procedures approved by the Committee, by means of attestation of ownership of a sufficient number of shares of Common Stock in lieu of actual issuance of such shares to the Company); provided , that such shares of Common Stock are not subject to any pledge or other security interest; or (ii) by such other method as the Committee may permit in its sole discretion, including, without limitation: (A) in other property having a fair market value on the date of exercise equal to the Exercise Price; (B) if there is a public market for the shares of Common Stock at such time, by means of a broker-assisted “cashless exercise” pursuant to which the Company is delivered (including telephonically to the extent permitted by the Committee) a copy of irrevocable instructions to a stockbroker to sell the shares of Common Stock otherwise issuable upon the exercise of the Option and to deliver promptly to the Company an amount equal to the Exercise Price; or (C) a “net exercise” procedure effected by withholding the minimum number of shares of Common Stock otherwise issuable in respect of an Option that are needed to pay the Exercise Price and all applicable required withholding and any other applicable taxes. Any fractional shares of Common Stock shall be settled in cash.

(e) Notification upon Disqualifying Disposition of an Incentive Stock Option . Each Participant awarded an Incentive Stock Option under the Plan shall notify the Company in

writing immediately after the date he or she makes a disqualifying disposition of any Common Stock acquired pursuant to the exercise of such Incentive Stock Option. A disqualifying disposition is any disposition (including, without limitation, any sale) of such Common Stock before the later of (A) two years after the Date of Grant of the Incentive Stock Option or (B) one year after the date of exercise of the Incentive Stock Option. The Company may, if determined by the Committee and in accordance with procedures established by the Committee, retain possession, as agent for the applicable Participant, of any Common Stock acquired pursuant to the exercise of an Incentive Stock Option until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such Common Stock.

(f) Compliance With Laws, etc . Notwithstanding the foregoing, in no event shall a Participant be permitted to exercise an Option in a manner which the Committee determines would violate the Sarbanes-Oxley Act of 2002, as it may be amended from time to time, or any other applicable law or the applicable rules and regulations of the Securities and Exchange Commission or the applicable rules and regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or traded.

8. Stock Appreciation Rights .

(a) General . Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may include tandem SARs. The Committee also may award SARs to Eligible Persons independent of any Option.

(b) Strike Price . Except as otherwise provided by the Committee in the case of Substitute Awards, the strike price (“ Strike Price ”) per share of Common Stock for each SAR shall not be less than 100% of the Fair Market Value of such share (determined as of the Date of Grant). Notwithstanding the foregoing, a SAR granted in tandem with (or in substitution for) an Option previously granted shall have a Strike Price equal to the Exercise Price of the corresponding Option.

(i) A SAR granted in connection with an Option shall become exercisable and shall expire according to the same vesting schedule and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall vest and become exercisable in such manner and on such date or dates or upon such events as determined by the Committee; provided , however , that notwithstanding any such vesting dates or events, the Committee may, in its sole discretion, accelerate the vesting of any SAR at any time and for any reason. SARs shall expire upon a date determined by the Committee, not to exceed ten (10) years from the Date of Grant (the “ SAR Period ”); provided , that if the SAR Period would expire at a time when trading in the shares of Common Stock is prohibited by the Company’s insider trading policy (or Company-imposed “blackout period”), then the SAR Period shall be automatically extended until the 30th day following the expiration of such prohibition.

(ii) Unless otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of: (A) a Participant’s Termination by the Service Recipient for Cause, all outstanding SARs granted to such Participant shall immediately terminate and expire; (B) a Participant’s Termination due to death or Disability, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for one (1) year thereafter (but in no event beyond the expiration of the SAR Period); and (C) a Participant’s Termination for any other reason, each outstanding unvested SAR granted to such Participant shall immediately terminate and expire, and each outstanding vested SAR shall remain exercisable for ninety (90) days thereafter (but in no event beyond the expiration of the SAR Period).

(d) Method of Exercise . SARs which have become exercisable may be exercised by delivery of written or electronic notice of exercise to the Company in accordance with the terms of the Award, specifying the number of SARs to be exercised and the date on which such SARs were awarded.

(e) Payment . Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local and non-U.S. income, employment and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.

9. Restricted Stock and Restricted Stock Units .

(a) General . Each grant of Restricted Stock and Restricted Stock Units shall be evidenced by an Award Agreement. Each Restricted Stock and Restricted Stock Unit so granted shall be subject to the conditions set forth in this Section 9, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement.

(b) Stock Certificates and Book-Entry; Escrow or Similar Arrangement . Upon the grant of Restricted Stock, the Committee shall cause a stock certificate registered in the name of the Participant to be issued or shall cause share(s) of Common Stock to be registered in the name of the Participant and held in book-entry form subject to the Company’s directions and, if the Committee determines that the Restricted Stock shall be held by the Company or in escrow rather than issued to the Participant pending the release of the applicable restrictions, the Committee may require the Participant to additionally execute and deliver to the Company (i) an escrow agreement satisfactory to the Committee, if applicable and (ii) the appropriate stock power (endorsed in blank) with respect to the Restricted Stock covered by such agreement. If a Participant shall fail to execute and deliver (in a manner permitted under Section 14(a) of the Plan or as otherwise determined by the Committee) an agreement evidencing an Award of Restricted Stock and, if applicable, an escrow agreement and blank stock power within the amount of time specified by the Committee, the Award shall be null and void. Subject to the restrictions set forth in this Section 9 and the applicable Award Agreement, the Participant

generally shall have the rights and privileges of a stockholder as to such Restricted Stock, including, without limitation, the right to vote such Restricted Stock; provided , that if the lapsing of restrictions with respect to any grant of Restricted Stock is contingent on satisfaction of performance conditions (other than, or in addition to, the passage of time), any dividends payable on such shares of Restricted Stock shall be held by the Company and delivered (without interest) to the Participant within fifteen (15) days following the date on which the restrictions on such Restricted Stock lapse (and the right to any such accumulated dividends shall be forfeited upon the forfeiture of the Restricted Stock to which such dividends relate). To the extent shares of Restricted Stock are forfeited, any stock certificates issued to the Participant evidencing such shares shall be returned to the Company, and all rights of the Participant to such shares and as a stockholder with respect thereto shall terminate without further obligation on the part of the Company.

(i) Restricted Stock and Restricted Stock Units shall vest, and any applicable Restricted Period shall lapse, in such manner and on such date or dates or upon such event or events as determined by the Committee; provided , however , that, notwithstanding any such dates or events, the Committee may, in its sole discretion, accelerate the vesting of any Restricted Stock or Restricted Stock Unit or the lapsing of any applicable Restricted Period at any time and for any reason.

(ii) Unless otherwise provided by the Committee, whether in an Award Agreement or otherwise, in the event of a Participant’s Termination for any reason prior to the time that such Participant’s Restricted Stock or Restricted Stock Units, as applicable, have vested, (x) all vesting with respect to such Participant’s Restricted Stock or Restricted Stock Units shall cease and (y) unvested shares of Restricted Stock and unvested Restricted Stock Units, as applicable, shall be forfeited to the Company by the Participant for no consideration as of the date of such Termination.

(d) Issuance of Restricted Stock and Settlement of Restricted Stock Units .

(i) Upon the expiration of the Restricted Period with respect to any shares of Restricted Stock, the restrictions set forth in the applicable Award Agreement shall be of no further force or effect with respect to such shares, except as set forth in the applicable Award Agreement. If an escrow arrangement is used, upon such expiration, the Company shall issue to the Participant, or his or her beneficiary, without charge, the stock certificate (or, if applicable, a notice evidencing a book-entry notation) evidencing the shares of Restricted Stock which have not then been forfeited and with respect to which the Restricted Period has expired (rounded down to the nearest full share). Dividends, if any, that may have been withheld by the Committee and attributable to any particular share of Restricted Stock shall be distributed to the Participant in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value (on the date of distribution) equal to the amount of such dividends, upon the release of restrictions on such share and, if such share is forfeited, the Participant shall have no right to such dividends.

(ii) Unless otherwise provided by the Committee in an Award Agreement or otherwise, upon the expiration of the Restricted Period with respect to any outstanding Restricted Stock Units, the Company shall issue to the Participant or his or her beneficiary, without charge, one (1)share of Common Stock (or other securities or other property, as applicable) for each such outstanding Restricted Stock Unit; provided, however , that the Committee may, in its sole discretion, elect to (i) pay cash or part cash and part shares of Common Stock in lieu of issuing only shares of Common Stock in respect of such Restricted Stock Units; or (ii) defer the issuance of shares of Common Stock (or cash or part shares of Common Stock and part cash, as the case may be) beyond the expiration of the Restricted Period if such extension would not cause adverse tax consequences under Section 409A of the Code. If a cash payment is made in lieu of issuing shares of Common Stock, the amount of such payment shall be equal to the Fair Market Value of the Common Stock as of the date on which the Restricted Period lapsed with respect to such Restricted Stock Units. To the extent provided in an Award Agreement, the holder of outstanding Restricted Stock Units shall be entitled to be credited with dividend equivalent payments (upon the payment by the Company of dividends on shares of Common Stock) either in cash or, at the sole discretion of the Committee, in shares of Common Stock having a Fair Market Value equal to the amount of such dividends (and interest may, at the sole discretion of the Committee, be credited on the amount of cash dividend equivalents at a rate and subject to such terms as determined by the Committee), which accumulated dividend equivalents (and interest thereon, if applicable) shall be payable at the same time as the underlying Restricted Stock Units are settled following the release of restrictions on such Restricted Stock Units, and, if such Restricted Stock Units are forfeited, the Participant shall have no right to such dividend equivalent payments.

(e) Legends on Restricted Stock . Each certificate, if any, representing Restricted Stock awarded under the Plan, if any, shall bear a legend substantially in the form of the following, in addition to any other information the Company deems appropriate, until the lapse of all restrictions with respect to such shares of Common Stock:

TRANSFER OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY IS RESTRICTED PURSUANT TO THE TERMS OF THE PRA HEALTH SCIENCES, INC. 2014 OMNIBUS INCENTIVE PLAN AND A RESTRICTED STOCK AWARD AGREEMENT BETWEEN PRA HEALTH SCIENCES, INC. AND PARTICIPANT. A COPY OF SUCH PLAN AND AWARD AGREEMENT IS ON FILE AT THE PRINCIPAL EXECUTIVE OFFICES OF PRA HEALTH SCIENCES, INC.

10. Other Stock-Based Awards . The Committee may issue unrestricted Common Stock, rights to receive grants of Awards at a future date, or other Awards denominated in Common Stock (including, without limitation, performance shares or performance units), under the Plan to Eligible Persons, alone or in tandem with other Awards, in such amounts as the Committee shall from time to time in its sole discretion determine. Each Other Stock-Based Award granted under the Plan shall be evidenced by an Award Agreement. Each Other Stock-Based Award so granted shall be subject to such conditions not inconsistent with the Plan as may

be reflected in the applicable Award Agreement, including, without limitation, those set forth in Section 14(c) of the Plan.

11. Performance Compensation Awards .

(a) General . The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. The Committee shall also have the authority to make an award of a cash bonus to any Participant and designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determines that a Participant who has been granted an Award designated as a Performance Compensation Award is not (or is no longer) a “covered employee” (within the meaning of Section 162(m) of the Code), the terms and conditions of such Award may be modified without regard to any restrictions or limitations set forth in this Section 11 (but subject otherwise to the provisions of Section 13 of the Plan).

(b) Discretion of Committee with Respect to Performance Compensation Awards . With regard to a particular Performance Period, the Committee shall have sole discretion to select the length of such Performance Period, the type(s) of Performance Compensation Awards to be issued, the Performance Criteria that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of the Performance Goal(s) that is (are) to apply and the Performance Formula(e). Within the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), the Committee shall, with regard to the Performance Compensation Awards to be issued for such Performance Period, exercise its discretion with respect to each of the matters enumerated in the immediately preceding sentence and record the same in writing.

(c) Performance Criteria . The Performance Criteria that will be used to establish the Performance Goal(s) may be based on the attainment of specific levels of performance of the Company (and/or one or more Affiliates, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing) and shall be limited to the following, which may be determined in accordance with generally accepted accounting principles (“ GAAP ”) or on a non-GAAP basis: (i) net earnings, net income (before or after taxes) or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) net revenue or net revenue growth; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may but are not required to be measured on a per share basis; (viii) earnings before or after interest, taxes, depreciation and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder

return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals or completion of projects (including but not limited to succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations or other corporate transactions or capital-raising transactions, expansions of specific business operations and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) cost of capital, debt leverage year-end cash position or book value; (xxvii) strategic objectives; or (xxviii) any combination of the foregoing. Any one or more of the Performance Criteria may be stated as a percentage of another Performance Criteria, or used on an absolute or relative basis to measure the performance of the Company and/or one or more Affiliates as a whole or any divisions or operational and/or business units, product lines, brands, business segments, administrative departments of the Company and/or one or more Affiliates or any combination thereof, as the Committee may deem appropriate, or any of the above Performance Criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Committee also has the authority to provide for accelerated vesting of any Award based on the achievement of Performance Goals pursuant to the Performance Criteria specified in this paragraph. To the extent required under Section 162(m) of the Code, the Committee shall, within the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), define in an objective fashion the manner of calculating the Performance Criteria it selects to use for such Performance Period.

(d) Modification of Performance Goal(s) . In the event that applicable tax and/or securities laws change to permit Committee discretion to alter the governing Performance Criteria without obtaining stockholder approval of such alterations, the Committee shall have sole discretion to make such alterations without obtaining stockholder approval. Unless otherwise determined by the Committee at the time a Performance Compensation Award is granted, the Committee shall, during the first ninety (90) days of a Performance Period (or, within any other maximum period allowed under Section 162(m) of the Code), or at any time thereafter to the extent the exercise of such authority at such time would not cause the Performance Compensation Awards granted to any Participant for such Performance Period to fail to qualify as “performance-based compensation” under Section 162(m) of the Code, specify adjustments or modifications to be made to the calculation of a Performance Goal for such Performance Period, based on and in order to appropriately reflect the following events: (i) asset write-downs; (ii) litigation or claim judgments or settlements; (iii) the effect of changes in tax laws, accounting principles, or other laws or regulatory rules affecting reported results; (iv) any reorganization and restructuring programs; (v) extraordinary nonrecurring items as described in Accounting Standards Codification Topic 225-20 (or any successor pronouncement thereto) and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any other specific, unusual or nonrecurring events, or objectively determinable category thereof; (viii) foreign exchange gains and losses; (ix) discontinued operations and nonrecurring charges; and (x) a change in the Company’s fiscal year.

(e) Payment of Performance Compensation Awards .

(i) Condition to Receipt of Payment . Unless otherwise provided in the applicable Award agreement, a Participant must be employed by the Company on the last day of a Performance Period to be eligible for payment in respect of a Performance Compensation Award for such Performance Period.

(ii) Limitation . Unless otherwise provided in the applicable Award agreement, a Participant shall be eligible to receive payment in respect of a Performance Compensation Award only to the extent that: (A) the Performance Goals for such period are achieved; and (B) all or some of the portion of such Participant’s Performance Compensation Award has been earned for the Performance Period based on the application of the Performance Formula to such achieved Performance Goals.

(iii) Certification . Following the completion of a Performance Period, the Committee shall review and certify in writing whether, and to what extent, the Performance Goals for the Performance Period have been achieved and, if so, calculate and certify in writing that amount of the Performance Compensation Awards earned for the period based upon the Performance Formula. The Committee shall then determine the amount of each Participant’s Performance Compensation Award actually payable for the Performance Period and, in so doing, may apply Negative Discretion.

(iv) Use of Negative Discretion . In determining the actual amount of an individual Participant’s Performance Compensation Award for a Performance Period, the Committee may reduce or eliminate the amount of the Performance Compensation Award earned under the Performance Formula in the Performance Period through the use of Negative Discretion. Unless otherwise provided in the applicable Award Agreement, the Committee shall not have the discretion to: (A) grant or provide payment in respect of Performance Compensation Awards for a Performance Period if the Performance Goals for such Performance Period have not been attained; or (B) increase a Performance Compensation Award above the applicable limitations set forth in Section 5 of the Plan.

(f) Timing of Award Payments . Unless otherwise provided in the applicable Award Agreement, Performance Compensation Awards granted for a Performance Period shall be paid to Participants as soon as administratively practicable following completion of the certifications required by this Section 11. Any Performance Compensation Award that has been deferred shall not (between the date as of which the Award is deferred and the payment date) increase (i) with respect to a Performance Compensation Award that is payable in cash, by a measuring factor for each fiscal year greater than a reasonable rate of interest set by the Committee or (ii) with respect to a Performance Compensation Award that is payable in shares of Common Stock, by an amount greater than the appreciation of a share of Common Stock from the date such Award is deferred to the payment date. Any Performance Compensation Award that is deferred and is otherwise payable in shares of Common Stock shall be credited (during the period between the date as of which the Award is deferred and the payment date) with dividend equivalents (in a manner consistent with the methodology set forth in the last sentence of Section 9(d)(ii) of the Plan).

12. Changes in Capital Structure and Similar Events . In the event of (a) any dividend (other than regular cash dividends) or other distribution (whether in the form of cash, shares of Common Stock, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, split-off, spin-off, combination, repurchase or exchange of shares of Common Stock or other securities of the Company, issuance of warrants or other rights to acquire shares of Common Stock or other securities of the Company, or other similar corporate transaction or event (including, without limitation, a Change in Control) that affects the shares of Common Stock, or (b) unusual or nonrecurring events (including, without limitation, a Change in Control) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange or inter-dealer quotation system, accounting principles or law, such that in either case an adjustment is determined by the Committee in its sole discretion to be necessary or appropriate, then the Committee shall make any such adjustments in such manner as it may deem equitable, including, without limitation, any or all of the following:

(i) adjusting any or all of (A) the Absolute Share Limit, or any other limit applicable under the Plan with respect to the number of Awards which may be granted hereunder; (B) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) which may be issued in respect of Awards or with respect to which Awards may be granted under the Plan (including, without limitation, adjusting any or all of the limitations under Section 5 of the Plan); and (C) the terms of any outstanding Award, including, without limitation, (1) the number of shares of Common Stock or other securities of the Company (or number and kind of other securities or other property) subject to outstanding Awards or to which outstanding Awards relate; (2) the Exercise Price or Strike Price with respect to any Award; or (3) any applicable performance measures (including, without limitation, Performance Criteria and Performance Goals);

(ii) providing for a substitution or assumption of Awards (or awards of an acquiring company), accelerating the exercisability of, lapse of restrictions on, or termination of, Awards or providing for a period of time (which shall not be required to be more than ten (10) days) for Participants to exercise outstanding Awards prior to the occurrence of such event (and any such Award not so exercised shall terminate upon the occurrence of such event); and

(iii) cancelling any one or more outstanding Awards and causing to be paid to the holders holding vested Awards (including any Awards that would vest as a result of the occurrence of such event but for such cancellation) the value of such Awards, if any, as determined by the Committee (which, if applicable, may be based upon the price per share of Common Stock received or to be received by other stockholders of the Company in such event), including, without limitation, in the case of an outstanding Option or SAR, a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Committee) of the shares of Common Stock subject to such Option or SAR over the aggregate Exercise Price or Strike Price of such Option or SAR, respectively (it being understood that, in such event, any Option or SAR having a per share Exercise Price or Strike Price equal to, or in excess of, the Fair Market Value of a

share of Common Stock subject thereto may be canceled and terminated without any payment or consideration therefor);

provided, however , that in the case of any “equity restructuring” (within the meaning of the Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor pronouncement thereto)), the Committee shall make an equitable or proportionate adjustment to outstanding Awards to reflect such equity restructuring. Any adjustment in Incentive Stock Options under this Section 12 (other than any cancellation of Incentive Stock Options) shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code, and any adjustments under this Section 12 shall be made in a manner which does not adversely affect the exemption provided pursuant to Rule 16b-3 under the Exchange Act. Any such adjustment shall be conclusive and binding for all purposes. Payments to holders pursuant to clause (iii) above shall be made in cash or, in the sole discretion of the Committee, in the form of such other consideration necessary for a Participant to receive property, cash, or securities (or combination thereof) as such Participant would have been entitled to receive upon the occurrence of the transaction if the Participant had been, immediately prior to such transaction, the holder of the number of shares of Common Stock covered by the Award at such time (less any applicable Exercise Price or Strike Price). In addition, prior to any payment or adjustment contemplated under this Section 12, the Committee may require a Participant to (A) represent and warrant as to the unencumbered title to his or her Awards; (B) bear such Participant’s pro rata share of any post-closing indemnity obligations, and be subject to the same post-closing purchase price adjustments, escrow terms, offset rights, holdback terms, and similar conditions as the other holders of Common Stock and (C) deliver customary transfer documentation as reasonably determined by the Committee.

13. Amendments and Termination .

(a) Amendment and Termination of the Plan . The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuation or termination shall be made without stockholder approval if: (i) such approval is necessary to comply with any regulatory requirement applicable to the Plan (including, without limitation, as necessary to comply with any rules or regulations of any securities exchange or inter-dealer quotation system on which the securities of the Company may be listed or quoted) or for changes in GAAP to new accounting standards; (ii) it would materially increase the number of securities which may be issued under the Plan (except for increases pursuant to Section 5 or 12 of the Plan) or (iii) it would materially modify the requirements for participation in the Plan; provided, further , that any such amendment, alteration, suspension, discontinuance or termination that would materially and adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant, holder or beneficiary. Notwithstanding the foregoing, no amendment shall be made to the last proviso of Section 13(b) of the Plan without stockholder approval.

(b) Amendment of Award Agreements . The Committee may, to the extent consistent with the terms of any applicable Award Agreement, waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted or the associated Award Agreement, prospectively or retroactively

(including after a Participant’s Termination); provided , that any such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would materially and adversely affect the rights of any Participant with respect to any Award theretofore granted shall not to that extent be effective without the consent of the affected Participant; provided, further , that without stockholder approval, except as otherwise permitted under Section 12 of the Plan, (i) no amendment or modification may reduce the Exercise Price of any Option or the Strike Price of any SAR; (ii) the Committee may not cancel any outstanding Option or SAR and replace it with a new Option or SAR (with a lower Exercise Price or Strike Price, as the case may be) or other Award or cash payment that is greater than the intrinsic value (if any) of the cancelled Option or SAR and (iii) the Committee may not take any other action which is considered a “repricing” for purposes of the stockholder approval rules of any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted.

14. General .

(a) Award Agreements . Each Award under the Plan shall be evidenced by an Award Agreement, which shall be delivered to the Participant and shall specify the terms and conditions of the Award and any rules applicable thereto, including, without limitation, the effect on such Award of the death, Disability or Termination of a Participant, or of such other events as may be determined by the Committee. For purposes of the Plan, an Award Agreement may be in any such form (written or electronic) as determined by the Committee (including, without limitation, a Board or Committee resolution, an employment agreement, a notice, a certificate or a letter) evidencing the Award. The Committee need not require an Award Agreement to be signed by the Participant or a duly authorized representative of the Company.

(b) Nontransferability.

(i) Each Award shall be exercisable only by a Participant during the Participant’s lifetime, or, if permissible under applicable law, by the Participant’s legal guardian or representative. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant (including, without limitation, except as may be prohibited by applicable law, pursuant to a domestic relations order) other than by will or by the laws of descent and distribution and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or an Affiliate; provided , that the designation of a beneficiary shall not constitute an assignment, alienation, pledge, attachment, sale, transfer or encumbrance.

(ii) Notwithstanding the foregoing, the Committee may, in its sole discretion, permit Awards (other than Incentive Stock Options) to be transferred by a Participant, without consideration, subject to such rules as the Committee may adopt consistent with any applicable Award Agreement to preserve the purposes of the Plan, to: (A) any person who is a “family member” of the Participant, as such term is used in the instructions to Form S-8 under the Securities Act or any successor form of registration statement promulgated by the Securities and Exchange Commission (collectively, the “ Immediate Family Members ”); (B) a trust solely for the benefit of the Participant and his or her

Immediate Family Members; (C) a partnership or limited liability company whose only partners or stockholders are the Participant and his or her Immediate Family Members; or (D) a beneficiary to whom donations are eligible to be treated as “charitable contributions” for federal income tax purposes (each transferee described in clauses (A), (B), (C) and (D) above is hereinafter referred to as a “ Permitted Transferee ”); provided , that the Participant gives the Committee advance written notice describing the terms and conditions of the proposed transfer and the Committee notifies the Participant in writing that such a transfer would comply with the requirements of the Plan.

(iii) The terms of any Award transferred in accordance with the immediately preceding sentence shall apply to the Permitted Transferee and any reference in the Plan, or in any applicable Award Agreement, to a Participant shall be deemed to refer to the Permitted Transferee, except that: (A) Permitted Transferees shall not be entitled to transfer any Award, other than by will or the laws of descent and distribution; (B) Permitted Transferees shall not be entitled to exercise any transferred Option unless there shall be in effect a registration statement on an appropriate form covering the shares of Common Stock to be acquired pursuant to the exercise of such Option if the Committee determines, consistent with any applicable Award Agreement, that such a registration statement is necessary or appropriate; (C) the Committee or the Company shall not be required to provide any notice to a Permitted Transferee, whether or not such notice is or would otherwise have been required to be given to the Participant under the Plan or otherwise; and (D) the consequences of the Termination of the Participant under the terms of the Plan and the applicable Award Agreement shall continue to be applied with respect to the Participant, including, without limitation, that an Option shall be exercisable by the Permitted Transferee only to the extent, and for the periods, specified in the Plan and the applicable Award Agreement.

(c) Dividends and Dividend Equivalents . The Committee, in its sole discretion, may provide a Participant as part of an Award with dividends, dividend equivalents, or similar payments in respect of Awards, payable in cash, shares of Common Stock, other securities, other Awards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Committee in its sole discretion, including, without limitation, payment directly to the Participant, withholding of such amounts by the Company subject to vesting of the Award or reinvestment in additional shares of Common Stock, Restricted Stock or other Awards; provided , that no dividends, dividend equivalents or other similar payments shall be payable in respect of outstanding (i) Options or SARs; or (ii) unearned Performance Compensation Awards or other unearned Awards subject to performance conditions (other than, or in addition to, the passage of time) (although dividends, dividend equivalents or other similar payments may be accumulated in respect of unearned Awards and paid within fifteen (15) days after such Awards are earned and become payable or distributable).

(d) Tax Withholding .

(ii) A Participant shall be required to pay to the Company or any Affiliate, and the Company or any Affiliate shall have the right and is hereby authorized to withhold, from any cash, shares of Common Stock, other securities or other property issuable or deliverable under any Award or from any compensation or other amounts owing to a

Participant, the amount (in cash, shares of Common Stock, other securities or other property) of any required withholding or any other applicable taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Committee or the Company to satisfy all obligations for the payment of such withholding or any other applicable taxes.

(iii) Without limiting the generality of clause (i) above, the Committee may, in its sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing withholding liability by (A) the delivery of shares of Common Stock (which are not subject to any pledge or other security interest) owned by the Participant having a Fair Market Value equal to such withholding liability or (B) having the Company withhold from the number of shares of Common Stock otherwise issuable or deliverable pursuant to the exercise or settlement of the Award a number of shares with a Fair Market Value equal to such withholding liability, provided that with respect to shares withheld pursuant to clause (B), the number of such shares may not have a Fair Market Value greater than the minimum required statutory withholding liability.

(e) No Claim to Awards; No Rights to Continued Employment; Waiver . No employee of the Company or any Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the same with respect to each Participant and may be made selectively among Participants, whether or not such Participants are similarly situated. Neither the Plan nor any action taken hereunder shall be construed as giving any Participant any right to be retained in the employ or service of the Company or any Affiliate, nor shall it be construed as giving any Participant any rights to continued service on the Board. The Company or any of its Affiliates may at any time dismiss a Participant from employment or discontinue any consulting relationship, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or any Award Agreement. By accepting an Award under the Plan, a Participant shall thereby be deemed to have waived any claim to continued exercise or vesting of an Award or to damages or severance entitlement related to non-continuation of the Award beyond the period provided under the Plan or any Award Agreement, except to the extent of any provision to the contrary in any written employment contract or other agreement between the Company and its Affiliates and the Participant, whether any such agreement is executed before, on or after the Date of Grant.

(f) International Participants . With respect to Participants who reside or work outside of the United States of America and who are not (and who are not expected to be) “covered employees” within the meaning of Section 162(m) of the Code, the Committee may, in its sole discretion, amend the terms of the Plan and create or amend Sub-Plans or amend outstanding Awards with respect to such Participants in order to conform such terms with the requirements of local law or to obtain more favorable tax or other treatment for a Participant, the Company or its Affiliates.

(g) Designation and Change of Beneficiary . Each Participant may file with the Committee a written designation of one or more persons as the beneficiary(ies) who shall be entitled to receive the amounts payable with respect to an Award, if any, due under the Plan upon his or her death. A Participant may, from time to time, revoke or change his or her beneficiary designation without the consent of any prior beneficiary by filing a new designation with the Committee. The last such designation received by the Committee shall be controlling; provided, however , that no designation, or change or revocation thereof, shall be effective unless received by the Committee prior to the Participant’s death, and in no event shall it be effective as of a date prior to such receipt. If no beneficiary designation is filed by a Participant, the beneficiary shall be deemed to be his or her spouse or, if the Participant is unmarried at the time of death, his or her estate.

(h) Termination . Except as otherwise provided in an Award Agreement, unless determined otherwise by the Committee at any point following such event: (i) neither a temporary absence from employment or service due to illness, vacation or leave of absence (including, without limitation, a call to active duty for military service through a Reserve or National Guard unit) nor a transfer from employment or service with one Service Recipient to employment or service with another Service Recipient (or vice-versa) shall be considered a Termination; and (ii) if a Participant undergoes a Termination of employment, but such Participant continues to provide services to the Company and its Affiliates in a non-employee capacity, such change in status shall not be considered a Termination for purposes of the Plan. Further, unless otherwise determined by the Committee, in the event that any Service Recipient ceases to be an Affiliate of the Company (by reason of sale, divestiture, spin-off or other similar transaction), unless a Participant’s employment or service is transferred to another entity that would constitute a Service Recipient immediately following such transaction, such Participant shall be deemed to have suffered a Termination hereunder as of the date of the consummation of such transaction.

(i) No Rights as a Stockholder . Except as otherwise specifically provided in the Plan or any Award Agreement, no person shall be entitled to the privileges of ownership in respect of shares of Common Stock which are subject to Awards hereunder until such shares have been issued or delivered to such person.

(j) Government and Other Regulations .

(ii) The obligation of the Company to settle Awards in shares of Common Stock or other consideration shall be subject to all applicable laws, rules, and regulations, and to such approvals by governmental agencies as may be required. Notwithstanding any terms or conditions of any Award to the contrary, the Company shall be under no obligation to offer to sell or to sell, and shall be prohibited from offering to sell or selling, any shares of Common Stock pursuant to an Award unless such shares have been properly registered for sale pursuant to the Securities Act with the Securities and Exchange Commission or unless the Company has received an opinion of counsel (if the Company has requested such an opinion), satisfactory to the Company, that such shares may be offered or sold without such registration pursuant to an available exemption therefrom and the terms and conditions of such exemption have been fully complied with. The Company shall be under no obligation to register for sale under the Securities Act

any of the shares of Common Stock to be offered or sold under the Plan. The Committee shall have the authority to provide that all shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan, the applicable Award Agreement, the Federal securities laws, or the rules, regulations and other requirements of the Securities and Exchange Commission, any securities exchange or inter-dealer quotation system on which the securities of the Company are listed or quoted and any other applicable Federal, state, local or non-U.S. laws, rules, regulations and other requirements, and, without limiting the generality of Section 9 of the Plan, the Committee may cause a legend or legends to be put on certificates representing shares of Common Stock or other securities of the Company or any Affiliate issued under the Plan to make appropriate reference to such restrictions or may cause such Common Stock or other securities of the Company or any Affiliate issued under the Plan in book-entry form to be held subject to the Company’s instructions or subject to appropriate stop-transfer orders. Notwithstanding any provision in the Plan to the contrary, the Committee reserves the right to add any additional terms or provisions to any Award granted under the Plan that it, in its sole discretion, deems necessary or advisable in order that such Award complies with the legal requirements of any governmental entity to whose jurisdiction the Award is subject.

(iii) The Committee may cancel an Award or any portion thereof if it determines, in its sole discretion, that legal or contractual restrictions and/or blockage and/or other market considerations would make the Company’s acquisition of shares of Common Stock from the public markets, the Company’s issuance of Common Stock to the Participant, the Participant’s acquisition of Common Stock from the Company and/or the Participant’s sale of Common Stock to the public markets, illegal, impracticable or inadvisable. If the Committee determines to cancel all or any portion of an Award in accordance with the foregoing, the Company shall pay to the Participant an amount equal to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock subject to such Award or portion thereof canceled (determined as of the applicable exercise date, or the date that the shares would have been vested or issued, as applicable), over (B) the aggregate Exercise Price or Strike Price (in the case of an Option or SAR, respectively) or any amount payable as a condition of issuance of shares of Common Stock (in the case of any other Award). Such amount shall be delivered to the Participant as soon as practicable following the cancellation of such Award or portion thereof.

(k) No Section 83(b) Elections Without Consent of Company . No election under Section 83(b) of the Code or under a similar provision of law may be made unless expressly permitted by the terms of the applicable Award Agreement or by action of the Committee in writing prior to the making of such election. If a Participant, in connection with the acquisition of shares of Common Stock under the Plan or otherwise, is expressly permitted to make such election and the Participant makes the election, the Participant shall notify the Company of such election within ten (10) days of filing notice of the election with the Internal Revenue Service or other governmental authority, in addition to any filing and notification required pursuant to Section 83(b) of the Code or other applicable provision.

(l) Payments to Persons Other Than Participants . If the Committee shall find that any person to whom any amount is payable under the Plan is unable to care for his or her affairs because of illness or accident, or is a minor, or has died, then any payment due to such person or his or her estate (unless a prior claim therefor has been made by a duly appointed legal representative) may, if the Committee so directs the Company, be paid to his or her spouse, child, relative, an institution maintaining or having custody of such person, or any other person deemed by the Committee to be a proper recipient on behalf of such person otherwise entitled to payment. Any such payment shall be a complete discharge of the liability of the Committee and the Company therefor.

(m) Nonexclusivity of the Plan . Neither the adoption of this Plan by the Board nor the submission of this Plan to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other incentive arrangements as it may deem desirable, including, without limitation, the granting of stock options otherwise than under this Plan, and such arrangements may be either applicable generally or only in specific cases.

(n) No Trust or Fund Created . Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate, on the one hand, and a Participant or other person or entity, on the other hand. No provision of the Plan or any Award shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company, except that insofar as they may have become entitled to payment of additional compensation by performance of services, they shall have the same rights as other employees under general law.

(o) Reliance on Reports . Each member of the Committee and each member of the Board shall be fully justified in acting or failing to act, as the case may be, and shall not be liable for having so acted or failed to act in good faith, in reliance upon any report made by the independent public accountant of the Company and its Affiliates and/or any other information furnished in connection with the Plan by any agent of the Company or the Committee or the Board, other than himself.

(p) Relationship to Other Benefits . No payment under the Plan shall be taken into account in determining any benefits under any pension, retirement, profit sharing, group insurance or other benefit plan of the Company except as otherwise specifically provided in such other plan or as required by applicable law.

(q) Governing Law . The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to contracts made and performed wholly within the State of Delaware, without giving effect to the conflict of laws provisions thereof.

(r) Severability . If any provision of the Plan or any Award or Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any person or entity or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be construed or deemed stricken as to such jurisdiction, person or entity or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

(s) Obligations Binding on Successors . The obligations of the Company under the Plan shall be binding upon any successor corporation or organization resulting from the merger, consolidation or other reorganization of the Company, or upon any successor corporation or organization succeeding to substantially all of the assets and business of the Company.

(t) 409A of the Code .

(ii) Notwithstanding any provision of the Plan to the contrary, it is intended that the provisions of this Plan comply with Section 409A of the Code, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. Each Participant is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or in respect of such Participant in connection with this Plan (including any taxes and penalties under Section 409A of the Code), and neither the Company nor any Affiliate shall have any obligation to indemnify or otherwise hold such Participant (or any beneficiary) harmless from any or all of such taxes or penalties. With respect to any Award that is considered “deferred compensation” subject to Section 409A of the Code, references in the Plan to “termination of employment” (and substantially similar phrases) shall mean “separation from service” within the meaning of Section 409A of the Code. For purposes of Section 409A of the Code, each of the payments that may be made in respect of any Award granted under the Plan is designated as separate payments.

(iii) Notwithstanding anything in the Plan to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, no payments in respect of any Awards that are “deferred compensation” subject to Section 409A of the Code and which would otherwise be payable upon the Participant’s “separation from service” (as defined in Section 409A of the Code) shall be made to such Participant prior to the date that is six months after the date of such Participant’s “separation from service” or, if earlier, the Participant’s date of death. Following any applicable six month delay, all such delayed payments will be paid in a single lump sum on the earliest date permitted under Section 409A of the Code that is also a business day.

(iv) Unless otherwise provided by the Committee in an Award Agreement or otherwise, in the event that the timing of payments in respect of any Award (that would otherwise be considered “deferred compensation” subject to Section 409A of the Code) would be accelerated upon the occurrence of (A) a Change in Control, no such acceleration shall be permitted unless the event giving rise to the Change in Control

satisfies the definition of a change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder or (B) a Disability, no such acceleration shall be permitted unless the Disability also satisfies the definition of “Disability” pursuant to Section 409A of the Code and any Treasury Regulations promulgated thereunder.

(u) Clawback/Forfeiture . Notwithstanding anything to the contrary contained herein, an Award Agreement may provide that the Committee may, in its sole discretion, cancel such Award if the Participant has engaged in or engages in any Detrimental Activity. The Committee may also provide in an Award Agreement that if the Participant otherwise has engaged in or engages in any Detrimental Activity, the Participant will forfeit any gain realized on the vesting or exercise of such Award, and must repay the gain to the Company. The Committee may also provide in an Award Agreement that if the Participant receives any amount in excess of what the Participant should have received under the terms of the Award for any reason (including, without limitation, by reason of a financial restatement, mistake in calculations or other administrative error), then the Participant shall be required to repay any such excess amount to the Company. Without limiting the foregoing, all Awards shall be subject to reduction, cancellation, forfeiture or recoupment to the extent necessary to comply with applicable law.

(v) Right of Offset . The Company will have the right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any Awards, or amounts repayable to the Company pursuant to tax equalization, housing, automobile or other employee programs) that the Participant then owes to the Company or an Affiliate, as applicable, and any amounts the Committee otherwise deems appropriate pursuant to any tax equalization policy or agreement. Notwithstanding the foregoing, if an Award is “deferred compensation” subject to Section 409A of the Code, the Committee will have no right to offset against its obligation to deliver shares of Common Stock (or other property or cash) under the Plan or any Award Agreement if such offset could subject the Participant to the additional tax imposed under Section 409A of the Code in respect of an outstanding Award.

(w) Expenses; Gender; Titles and Headings . The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.

Exhibit 10.21

STOCKHOLDERS AGREEMENT

DATED AS OF , 2014

AMONG

PRA HEALTH SCIENCES, INC.

AND

THE OTHER PARTIES HERETO

Table of Contents

		Page

ARTICLE I. INTRODUCTORY MATTERS		1

1.1	Defined Terms	1
1.2	Construction	3

ARTICLE II. CORPORATE GOVERNANCE MATTERS		3

2.1	Election of Directors	3

ARTICLE III. INFORMATION; VCOC		5

3.1	Books and Records; Access	5
3.2	Certain Reports	5
3.3	VCOC	5

ARTICLE IV. GENERAL PROVISIONS		7

4.1	Termination	7
4.2	Notices	7
4.3	Amendment; Waiver	8
4.4	Further Assurances	8
4.5	Assignment	9
4.6	Third Parties	9
4.7	Governing Law	9
4.8	Jurisdiction; Waiver of Jury Trial	9
4.9	Specific Performance	9
4.10	Entire Agreement	10
4.11	Severability	10
4.12	Table of Contents, Headings and Captions	10
4.13	Grant of Consent	10
4.14	Counterparts	10
4.15	Effectiveness	10
4.16	No Recourse	10

STOCKHOLDERS AGREEMENT

This Stockholders Agreement is entered into as of , 2014 by and among PRA Health Sciences, Inc., a Delaware corporation (the “ Company ”), and each of the other parties identified on the signature pages hereto (the “ Investor Parties ”).

BACKGROUND:

WHEREAS, the Company is currently contemplating an underwritten initial public offering (“ IPO ”) of shares of its Common Stock (as defined below); and

WHEREAS, in connection with, and effective upon, the date of completion of the IPO (the “ Closing Date ”), the Company and the Investor Parties wish to set forth certain understandings between such parties, including with respect to certain governance matters.

NOW, THEREFORE, the parties agree as follows:

ARTICLE I.
INTRODUCTORY MATTERS

1.1 Defined Terms . In addition to the terms defined elsewhere herein, the following terms have the following meanings when used herein with initial capital letters:

“ Affiliate ” has the meaning set forth in Rule 12b-2 promulgated under the Exchange Act, as in effect on the date hereof.

“ Agreement ” means this Stockholders Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof.

“ beneficially own ” has the meaning set forth in Rule 13d-3 promulgated under the Exchange Act.

“ KKR Designee ” has the meaning set forth in Section 2.1(b).

“ KKR Group ” means the entities listed on the signature pages hereto under the heading “KKR Group.”

“ KKR Entities ” means the entities comprising the KKR Group, their Affiliates and their respective successors and Permitted Assigns.

“ Board ” means the board of directors of the Company.

“ Business Day ” means a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in New York City are authorized or required by law to close.

“ Closing Date ” has the meaning set forth in the Background.

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

“ Common Stock ” means the shares of common stock, par value $0.01 per share, of the Company, and any other capital stock of the Company into which such stock is reclassified or reconstituted and any other common stock of the Company.

“ Control ” (including its correlative meanings, “ Controlled by ” and “ under common Control with ”) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise) of a Person.

“ Director ” means any member of the Board.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as the same may be amended from time to time.

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Investor Parties ” has the meaning set forth in the Preamble.

“ IPO ” has the meaning set forth in the Background.

“ Law ” means any statute, law, regulation, ordinance, rule, injunction, order, decree, governmental approval, directive, requirement, or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority.

“ Permitted Assigns ” means with respect to a KKR Entity, a Transferee of shares of Common Stock that agrees to become party to, and to be bound to the same extent as its Transferor by the terms of, this Agreement.

“ Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity under applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“ Plan Asset Regulation ” has the meaning set forth in Section 3.3.

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which: (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors,

representatives or trustees thereof is at the time owned or Controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof; or (ii) if a limited liability company, partnership, association or other business entity, a majority of the total voting power of stock (or equivalent ownership interest) of the limited liability company, partnership, association or other business entity is at the time owned or Controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or Control the managing member, managing director or other governing body or general partner of such limited liability company, partnership, association or other business entity.

“ Total Number of Directors ” means the total number of directors comprising the Board.

“ Transfer ” (including its correlative meanings, “ Transferor ”, “ Transferee ” and “ Transferred ”) shall mean, with respect to any security, directly or indirectly, to sell, contract to sell, give, assign, hypothecate, pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to such security. When used as a noun, “ Transfer ” shall have such correlative meaning as the context may require.

“ VCOC Investor ” has the meaning set forth in Section 3.3.

1.2 Construction The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “ or ” is disjunctive but not exclusive, (b) words in the singular include the plural, and in the plural include the singular, and (c) the words “ hereof ”, “ herein ”, and “ hereunder ” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section references are to this Agreement unless otherwise specified.

ARTICLE II.
CORPORATE GOVERNANCE MATTERS

2.1 Election of Directors

(a) Following the Closing Date, the KKR Group shall have the right, but not the obligation, to nominate to the Board a number of designees equal to at least: (i) a majority of the Total Number of Directors, so long as the KKR Entities collectively beneficially own 50% or more of the outstanding shares of Common Stock; (ii) 40% of the Total Number of Directors, in the event that the KKR Entities collectively beneficially own 40% or more, but less than 50%, of the outstanding shares of Common

Stock; (iii) 30% of the Total Number of Directors, in the event that the KKR Entities collectively beneficially own 30% or more, but less than 40%, of the outstanding shares of Common Stock; ({iv) 20% of the Total Number of Directors, in the event that the KKR Entities collectively beneficially own 20% or more, but less than 30%, of the outstanding shares of Common Stock; and (v) 10% of the Total Number of Directors, in the event that the KKR Entities collectively beneficially own 5% or more, but less than 20%, of the outstanding shares of Common Stock. For purposes of calculating the number of directors that the KKR Group is entitled to designate pursuant to the immediately preceding sentence, any fractional amounts shall automatically be rounded up to the nearest whole number (e.g., one and one quarter (1 1 / 4 ) Directors shall equate to two (2) Directors) and any such calculations shall be made after taking into account any increase in the Total Number of Directors.

(b) In the event that the KKR Group has nominated less than the total number of designees the KKR Group shall be entitled to nominate pursuant to Section 2.1(a), the KKR Group shall have the right, at any time, to nominate such additional designees to which it is entitled, in which case, the Company and the Directors shall take all necessary corporation action, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to (x) enable the KKR Group to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board, or otherwise and (y) to designate such additional individuals nominated by the KKR Group to fill such newly-created vacancies or to fill any other existing vacancies. Each such person whom the KKR Group shall actually nominate pursuant to this Section 2.1 and who is thereafter elected to the Board to serve as a Director shall be referred to herein as a “ KKR Designee ”.

(c) In the event that a vacancy is created at any time by the death, retirement or resignation of any Director designated pursuant to this Section 2.1, the remaining Directors and the Company shall, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), cause the vacancy created thereby to be filled by a new designee of the KKR Group as soon as possible, and the Company hereby agrees to take, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), at any time and from time to time, all actions necessary to accomplish the same.

(d) The Company agrees, to the fullest extent permitted by applicable law (including with respect to fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to this Section 2.1 and to use its best efforts to cause the election of each such designee to the Board, including nominating each such individual to be elected as a Director as provided herein, recommending such individual’s election and soliciting proxies or consents in favor thereof.

2.2 Confidentiality . Each KKR Designee is permitted to disclose to the KKR Entities information about the Company and its Affiliates he or she receives as a result of being a Director.

ARTICLE III.
INFORMATION; VCOC

3.1 Books and Records; Access . The Company shall, and shall cause its Subsidiaries to, keep proper books, records and accounts, in which full and correct entries shall be made of all financial transactions and the assets and business of the Company and each of its Subsidiaries in accordance with generally accepted accounting principles. The Company shall, and shall cause its Subsidiaries to, permit the KKR Entities and their respective designated representatives, at reasonable times and upon reasonable prior notice to the Company, to review the books and records of the Company or any of such Subsidiaries and to discuss the affairs, finances and condition of the Company or any of such Subsidiaries with the officers of the Company or any such Subsidiary; provided , however , that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its best efforts to enter into an arrangement pursuant to which it may provide such information to the KKR Entities without the loss of any such privilege.

3.2 Certain Reports . The Company shall deliver or cause to be delivered to the KKR Entities, at their request:

(a) to the extent otherwise prepared by the Company, operating and capital expenditure budgets and periodic information packages relating to the operations and cash flows of the Company and its Subsidiaries; and

(b) such other reports and information as may be reasonably requested by the KKR Entities;

provided , however , that the Company shall not be required to disclose any privileged information of the Company so long as the Company has used its best efforts to enter into an arrangement pursuant to which it may provide such information to the KKR Entities without the loss of any such privilege.

3.3 VCOC . With respect to each KKR Entity that is intended to qualify its direct or indirect investment in the Company as a “venture capital investment” as defined in the Department of Labor regulations codified at 29 CFR Section 2510.3-101 (the “ Plan Asset Regulation ”) (each, a “ VCOC Investor ”), for so long as the VCOC Investor, directly or through one or more subsidiaries, continues to hold any shares of Common Stock (or other securities of the Company into which such shares of Common Stock may be converted or for which such shares of Common Stock may be exchanged), without limitation or prejudice of any the rights provided to the KKR Entities hereunder, the Company shall, with respect to each such VCOC Investor:

(a) provide each VCOC Investor or its designated representative with:

(i) the right to visit and inspect any of the offices and properties of the Company and its Subsidiaries and inspect and copy the books and records of the Company and its Subsidiaries, at such times as the VCOC Investor shall reasonably request;

(ii) as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of the Company, consolidated balance sheets of the Company and its Subsidiaries as of the end of such period, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the period then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, and subject to the absence of footnotes and to year-end adjustments;

(iii) as soon as available and in any event within 120 days after the end of each fiscal year of the Company, a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, and consolidated statements of income and cash flows of the Company and its Subsidiaries for the year then ended prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis, except as otherwise noted therein, together with an auditor’s report thereon of a firm of established national reputation;

(iv) to the extent the Company is required by law or pursuant to the terms of any outstanding indebtedness of the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports pursuant to Section 13 or 15(d) of the Exchange Act, actually prepared by the Company as soon as available; and

(v) copies of all materials provided to the Board, subject to appropriate protections with respect to confidentiality and preservation of attorney-client privilege;

provided , that , in each case, if the Company makes the information described in clauses (ii), (iii) and (iv) of this clause (a) available through public filings on the EDGAR System or any successor or replacement system of the U.S. Securities and Exchange Commission, the delivery of such information shall be deemed satisfied;

(b) make appropriate officers and/or Directors of the Company available, and cause the officers and directors of its Subsidiaries to be made available, periodically and at such times as reasonably requested by each VCOC Investor for consultation with such VCOC Investor or its designated representative with respect to matters relating to the business and affairs of the Company and its Subsidiaries;

(c) to the extent consistent with applicable law, rule, regulation or listing standards (and with respect to events which require public disclosure, only following the Company’s public disclosure thereof through applicable securities law filings or otherwise), inform each VCOC Investor or its designated representative in advance with respect to any significant corporate actions, and to provide (or cause to be provided) each VCOC Investor or its designated representative with the right to consult with the Company and its Subsidiaries with respect to such actions should the VCOC Investor elect to do so and provided that the Company shall be under no obligation to

provide the VCOC Investor with any material non-public information with respect to such corporate action; and

(d) provide each VCOC Investor or its designated representative with such other rights of consultation which the VCOC Investor’s counsel may determine to be reasonably necessary under applicable legal authorities promulgated after the date hereof to qualify its investment in the Company as a “venture capital investment” for purposes of the United States Department of Labor Regulation published the Plan Asset Regulation.

The Company agrees to consider, in good faith, the recommendations of each VCOC Investor or its designated representative in connection with the matters on which it is consulted as described above in this Section 3.3, recognizing that the ultimate discretion with respect to all such matters shall be retained by the Company.

In the event the VCOC Investor or any of its Affiliates transfers all or any portion of their investment in the Company to an Affiliated entity that is intended to qualify as a “venture capital operating company” (as defined in the Plan Asset Regulation), such Transferee shall be afforded the same rights with respect to the Company afforded to the VCOC Investor hereunder and shall be treated, for such purposes, as a third party beneficiary hereunder.

In the event that the Company ceases to qualify as an “operating company” (as defined in the first sentence of 2510.3-101(c)(1) of the Plan Asset Regulation), or the investment in the Company by a VCOC Investor does not qualify as a “venture capital investment” as defined in the Plan Asset Regulation, then the Company and each KKR Entity will cooperate in good faith to take all reasonable actions necessary, subject to applicable law, to preserve the VCOC status of each VCOC Investor or the qualification of the investment as a “venture capital investment,” it being understood that such reasonable actions shall not require a VCOC Investor to purchase or sell any investments.

ARTICLE IV.
GENERAL PROVISIONS

4.1 Termination . This Agreement shall terminate on the earlier to occur of (i) such time as the KKR Group is no longer entitled to nominate a Director pursuant to Section 2.1(a) and (ii) upon the delivery of a written notice by the KKR Group to the Company requesting that this Agreement terminate.

4.2 Notices . Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the address indicated on the Company’s records, or at such address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder when sent by facsimile (receipt confirmed)

delivered personally, five (5) days after deposit in the U.S. mail and one (1) day after deposit with a reputable overnight courier service.

The Company’s address is:

PRA Health Services, Inc.

4130 Park Lake Avenue, Suite 480

Raleigh, North Carolina 27612

Attention: General Counsel

Fax: (919) 786-8201

with a copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Gary Horowitz, Esq.

Fax: (212) 455-7113

The KKR Entities’ address is:

Kohlberg Kravis Roberts & Co.

2800 Sand Hill Road

Menlo Park, California 94025

Attention: Ali J. Satvat

Fax: (650) 233-6561

with a copy (not constituting notice) to:

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
Attention: Gary Horowitz, Esq.

Fax: (212) 455-7113

4.3 Amendment; Waiver . This Agreement may be amended, supplemented or otherwise modified only by a written instrument executed by the Company and the other parties hereto. Neither the failure nor delay on the part of any party hereto to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

4.4 Further Assurances . The parties hereto will sign such further documents, cause such meetings to be held, resolutions passed, exercise their votes and

do and perform and cause to be done such further acts and things necessary, proper or advisable in order to give full effect to this Agreement and every provision hereof. To the fullest extent permitted by law, the Company shall not directly or indirectly take any action that is intended to, or would reasonably be expected to result in, any KKR Entity being deprived of the rights contemplated by this Agreement.

4.5 Assignment . This Agreement will inure to the benefit of and be binding on the parties hereto and their respective successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided , however , that each KKR Entity shall be entitled to assign, in whole or in part, to any of its Permitted Assigns without such prior written consent any of its rights hereunder.

4.6 Third Parties . Except as provided for in Section 3.3 with respect to any KKR Entity, this Agreement does not create any rights, claims or benefits inuring to any person that is not a party hereto nor create or establish any third party beneficiary hereto.

4.7 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof.

4.8 Jurisdiction; Waiver of Jury Trial . In any judicial proceeding involving any dispute, controversy or claim arising out of or relating to this Agreement, each of the parties unconditionally accepts the jurisdiction and venue of or, if the Court of Chancery does not have subject matter jurisdiction over this matter, the Superior Court of the State of Delaware (Complex Commercial Division), or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for the District of Delaware, and the appellate courts to which orders and judgments thereof may be appealed. In any such judicial proceeding, the parties agree that in addition to any method for the service of process permitted or required by such courts, to the fullest extent permitted by law, service of process may be made by delivery provided pursuant to the directions in Section 4.2. EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY DISPUTE, CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

4.9 Specific Performance . Each party hereto acknowledges and agrees that in the event of any breach of this Agreement by any of them, the other parties hereto would be irreparably harmed and could not be made whole by monetary damages. Each party accordingly agrees to waive the defense in any action for specific performance that a remedy at law would be adequate and that the parties, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to specific performance of this Agreement without the posting of bond.

4.10 Entire Agreement . This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or understandings with respect to the subject matter hereof or thereof other than those expressly set forth herein and therein. This Agreement supersedes all other prior agreements and understandings between the parties with respect to such subject matter.

4.11 Severability . If any provision of this Agreement, or the application of such provision to any Person or circumstance or in any jurisdiction, shall be held to be invalid or unenforceable to any extent, (i) the remainder of this Agreement shall not be affected thereby, and each other provision hereof shall be valid and enforceable to the fullest extent permitted by law, (ii) as to such Person or circumstance or in such jurisdiction such provision shall be reformed to be valid and enforceable to the fullest extent permitted by law and (iii) the application of such provision to other Persons or circumstances or in other jurisdictions shall not be affected thereby.

4.12 Table of Contents, Headings and Captions . The table of contents, headings, subheadings and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this Agreement or the intent of any provision hereof.

4.13 Grant of Consent . Any vote, consent or approval of the KKR Group or a KKR Entity hereunder shall be deemed to be given with respect to such entities or entity if such vote, consent or approval is given by members of such entities or entity having a pecuniary interest in a majority of the shares of Common Stock over which all members of such entities or entity then have a pecuniary interest.

4.14 Counterparts . This Agreement and any amendment hereto may be signed in any number of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable).

4.15 Effectiveness . This Agreement shall become effective upon the Closing Date.

4.16 No Recourse . This Agreement may only be enforced against, and any claims or cause of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement may only be made against the entities that are expressly identified as parties hereto and no past, present or future Affiliate, director, officer, employee, incorporator, member, manager, partner, stockholder, agent, attorney or representative of any party hereto shall have any liability for any obligations or liabilities of the parties to this Agreement or for any claim based on, in respect of, or by reason of, the transactions contemplated hereby.

[ Remainder Of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, the parties hereto have executed this Stockholders Agreement on the day and year first above written.

	COMPANY

	PRA HEALTH SCIENCES, INC.

	By:
	Name:
	Title:

[Signature Page to Stockholders Agreement]

	KKR GROUP:

	KKR PRA INVESTORS L.P.

	By:	KKR PRA Investors GP LLC, its general partner

	By:
		Name:
		Title:


	KKR NORTH AMERICA FUND XI L.P.

	By:	KKR Associates North America XI L.P.,
		its general partner


	By:	KKR North America XI Limited,
		its general partner

	By:
		Name:
		Title:

[Signature Page to Stockholders Agreement]

Exhibit 10.26

AMENDMENT TO EMPLOYMENT AGREEMENT

This amendment to the Employment Agreement, dated July 1, 2014 (the “ Agreement ”), is made as of September 22, 2014, between PRA Health Sciences, Inc. (f/k/a PRA Global Holdings, Inc.), a Delaware corporation (the “ Parent ”), PRA International, a Delaware corporation (the “ Company ”), and Colin Shannon (the “ Executive ” and together with the Parent and the Company, the “ Parties ”) (this “ Amendment ”).

WHEREAS , the Parties desire to amend the Agreement, as set forth below.

NOW THEREFORE , the Agreement is hereby amended as follows:

1. The following shall be inserted after the last sentence of Section 22(b) of the Agreement:

“Notwithstanding anything in this Agreement to the contrary, if the Executive is deemed by the Company at the time of the Executive’s separation from service to be a “specified employee” for purposes of Section 409A and to the extent delayed commencement of any portion of the payments to which the Executive is entitled under this Agreement is required in order to avoid subjecting the Executive to additional tax or interest (or both) under Section 409A, then any such payment shall not be provided to the Executive prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the separation from service or (ii) the date of the Executive’s death. Upon the first business day following the expiration of the applicable period, all payments deferred pursuant to the preceding sentence shall be paid in a lump sum to the Executive (or, if applicable, the Executive’s estate, heirs or legal representatives), and any remaining payments due to the Executive under this Agreement shall be paid as otherwise provided herein.”

2. Except as provided herein, all other terms of the Agreement will remain in full force and effect. The laws of the State of North Carolina shall be the controlling law in all matters relating to this Amendment without giving effect to principles of conflicts of laws, and any dispute arising out of, relating to or in connection with this Amendment shall be subject to the same dispute resolution procedures as provided in the Agreement with respect to any dispute thereunder.

3. This Amendment shall be effective upon execution by the Parties. This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

[ The remainder of this page intentionally left blank .]

IN WITNESS WHEREOF, the Parties have executed this Amendment.

Executive


/s/ Colin Shannon
Colin Shannon


PRA Health Sciences, Inc.


By:	/s/ Ali J. Satvat
	Name:	Ali J. Satvat
	Title:	Director


PRA International


By:	/s/ Linda Baddour
	Name:	Linda Baddour
	Title:	Chief Financial Officer

[ Signature Page for Colin Shannon’s Amendment to Employment Agreement ]

Exhibit 10.27

RESTRICTED STOCK GRANT NOTICE
UNDER THE
PRA HEALTH SCIENCES, INC.
2014 OMNIBUS INCENTIVE PLAN
(Time-Based Vesting Award for Directors)

PRA Health Sciences, Inc. (the “ Company ”), pursuant to its 2014 Omnibus Incentive Plan (the “ Plan ”), hereby grants to the Participant set forth below the number of shares of Restricted Stock set forth below. The shares of Restricted Stock are subject to all of the terms and conditions as set forth herein, in the Restricted Stock Agreement (attached hereto or previously provided to the Participant in connection with a prior grant), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have the meaning set forth in the Plan.

Participant :

Vesting Commencement Date :

Number of Shares of

Restricted Stock :

Vesting Schedule : Provided the Participant has not undergone a Termination at the time of each applicable vesting date (or event):

· One half (1/2) of the Restricted Stock will vest on the first anniversary of the Vesting Commencement Date; and

· One half (1/2) of the Restricted Stock will vest on the second anniversary of the Vesting Commencement Date;

provided , however , that in the event that (i) the Participant undergoes a Termination as a result of such Participant’s death, or (ii) on or following a Change in Control but prior to the first anniversary of such Change in Control, such Participant undergoes a Termination by the Service Recipient without Cause, such Participant shall fully vest in such Participant’s Restricted Stock.

Additional Terms :

· You must notify us immediately if you are making an Internal Revenue Code Section 83(b) Election, and you must send us a copy of the same.

· For purposes hereof, prior to the finding of the existence of Cause under clauses (ii)(A), (B) and (D) of the definition thereof, the Company must provide (x) the Participant written notice setting forth the alleged Cause event and (y) such Participant not less than ten (10) days to fully cure such alleged Cause event.

* * *

THE UNDERSIGNED PARTICIPANT ACKNOWLEDGES RECEIPT OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF SHARES OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF THIS RESTRICTED STOCK GRANT NOTICE, THE RESTRICTED STOCK AGREEMENT AND THE PLAN.

PRA HEALTH SCIENCES, INC.		PARTICIPANT



By:
Title:

[ Signature Page to Restricted Stock Award ]

RESTRICTED STOCK AGREEMENT
UNDER THE
PRA HEALTH SCIENCES, INC.
2014 OMNIBUS INCENTIVE PLAN

Pursuant to the Restricted Stock Grant Notice (the “ Grant Notice ”) delivered to the Participant (as defined in the Grant Notice), and subject to the terms of this Restricted Stock Agreement (this “ Restricted Stock Agreement ”) and the PRA Health Sciences, Inc. 2014 Omnibus Incentive Plan (the “ Plan ”), PRA Health Sciences, Inc. (the “ Company ”) and the Participant agree as follows. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.

1. Grant of Shares of Restricted Stock . Subject to the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant the number of shares of Restricted Stock provided in the Grant Notice. The Company may make one or more additional grants of shares of Restricted Stock to the Participant under this Restricted Stock Agreement by providing the Participant with a new Grant Notice, which may also include any terms and conditions differing from this Restricted Stock Agreement to the extent provided therein. The Company reserves all rights with respect to the granting of additional shares of Restricted Stock hereunder and makes no implied promise to grant additional shares of Restricted Stock.

2. Vesting . Subject to the conditions contained herein and in the Plan, the shares of Restricted Stock shall vest and the restrictions on such shares of Restricted Stock shall lapse as provided in the Grant Notice. With respect to any share of Restricted Stock, the period of time that such share of Restricted Stock remains subject to vesting shall be its Restricted Period.

3. Issuance of Shares of Restricted Stock . The provisions of Section 9(d)(i) of the Plan are incorporated herein by reference and made a part hereof.

4. Treatment of Shares of Restricted Stock Upon Termination . The provisions of Section 9(c)(ii) of the Plan are incorporated herein by reference and made a part hereof.

5. Company; Participant .

(a) The term “Company” as used in this Restricted Stock Agreement shall include the Company and its Subsidiaries.

(b) Whenever the word “Participant” is used in any provision of this Restricted Stock Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, or the person or persons to whom the shares of Restricted Stock may be transferred by will or by the laws of descent and distribution, the word “Participant” shall be deemed to include such person or persons.

6. Non-Transferability . The shares of Restricted Stock are not transferable by the Participant except to Permitted Transferees in accordance with Section 14(b) of the Plan. Except as otherwise provided herein, no assignment or transfer of the shares of Restricted Stock, or of the rights represented thereby, whether voluntary or involuntary, by operation of law or otherwise, shall vest in the assignee or transferee any interest or right herein whatsoever, but immediately upon such assignment or transfer the shares of Restricted Stock shall terminate and become of no further effect.

7. Rights as Stockholder; Legend . The provisions of Sections 9(b) and 9(e) of the Plan are incorporated herein by reference and made a part hereof.

8. Notice . Every notice or other communication relating to this Restricted Stock Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by such party in a notice mailed or delivered to the other party as herein provided; provided that, unless and until some other address be so designated, all notices or communications by the Participant to the Company shall be mailed or delivered to the Company at its principal executive office, to the attention of the Company General Counsel, and all notices or communications by the Company to the Participant may be given to the Participant personally or may be mailed to the Participant at the Participant’s last known address, as reflected in the Company’s records. Notwithstanding the above, all notices and communications between the Participant and any third-party plan administrator shall be mailed, delivered, transmitted or sent in accordance with the procedures established by such third-party plan administrator and communicated to the Participant from time to time.

9. No Right to Continued Service . This Restricted Stock Agreement does not confer upon the Participant any right to continue as a Non-Employee Director of the Company.

10. Binding Effect . This Restricted Stock Agreement shall be binding upon the heirs, executors, administrators and successors of the parties hereto.

11. Waiver and Amendments . Except as otherwise set forth in Section 13 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Restricted Stock Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however , that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.

12. Governing Law . This Restricted Stock Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.

13. Plan . The terms and provisions of the Plan are incorporated herein by reference. In the event of a conflict or inconsistency between the terms and provisions of the Plan and the provisions of this Restricted Stock Agreement, the Plan shall govern and control.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Amendment No. 2 to Registration Statement No. 333-198644 of our report dated July 16, 2014 (October 8, 2014, as to the effects of the reverse stock split described in Notes 1 and 22), relating to the consolidated financial statements of PRA Health Sciences, Inc. (formerly PRA Global Holdings, Inc.) and subsidiaries as of December 31, 2013 and for the period from September 23, 2013 to December 31, 2013, and the consolidated financial statements of PRA Holdings, Inc. and subsidiaries (the “Predecessor”) for the period from January 1, 2013 to September 22, 2013 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the acquisition of the Predecessor on September 23, 2013), appearing in the Prospectus, which is part of such Registration Statement.

We also consent to the reference to us under the heading “Experts” in such Prospectus.

/s/ Deloitte & Touche LLP

Raleigh, North Carolina

October 8, 2014

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of PRA Health Sciences, Inc. of our report dated February 27, 2013 relating to the financial statements of PRA Holdings, Inc., which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Raleigh, North Carolina
October 8, 2014

Exhibit 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

PRA Health Sciences, Inc.

Raleigh, North Carolina

We hereby consent to the use in the Prospectus constituting a part of the PRA Health Sciences, Inc. Registration Statement of our report dated May 16, 2013 relating to the consolidated financial statements of Clinstar, LLC, which is contained in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BDO USA, LLP

San Jose, California

October 8, 2014

Exhibit 23.4

Consent of Independent Auditors

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 28, 2013 (except for Note 3, as to which the date is August 26, 2014), with respect to the consolidated financial statements of RPS Parent Holding Corp. and subsidiaries, and to the use of our report dated April 27, 2012 with respect to the consolidated financial statements of ReSearch Pharmaceutical Services, Inc. and subsidiaries, in Amendment No. 2 to the Registration Statement (Form S-1 No. 333-198644) and related Prospectus of PRA Health Sciences, Inc., for the registration of shares of its common stock.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

October 8, 2014

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the inclusion in this Amendment No. 2 to the Registration Statement of PRA Health Sciences, Inc. on Form S-1 (No. 333-198644) to be filed on or about October 7, 2014 of our report dated April 15, 2013, on our audits of the consolidated financial statements of CRI Holding Company, LLC and Subsidiaries as of December 31, 2012 and 2011 and for each of the years in the two-year period ended December 31, 2012. We also consent to the reference to our firm under the caption “Experts” in the Registration Statement on Form S-1.

/s/ EisnerAmper LLP

Jenkintown, Pennsylvania
October 8, 2014

EXPERTS PARAGRAPH

The consolidated balance sheets of CRI Holding Company, LLC and Subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of income, changes in members’ equity, and cash flows for each of the years in the two-year period ended December, 31, 2012 have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts in accounting and auditing.