SecProbe.io

January 9, 2020
B. Judd Hartman
General Counsel
PPD, Inc.
929 North Front Street
Wilmington, North Carolina 28401
Re:PPD, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted December 20, 2019
CIK No. 0001793294
Dear Mr. Hartman:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and submitting an
amended registration statement on EDGAR.  If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.
            After reviewing the information you provide in response to these comments and your
amended registration statement, we may have additional comments.
Amendment No. 1 to Draft Registration Statement Filed December 20, 2019
Summary Consolidated Financial Information, page 13
1.We note your response to comment 2.  Please provide us with the types of items
comprising the other credit agreement adjustments on page 17.  Because Credit Adjusted
EBITDA removes the effect on net income due to certain accounting pronouncements and
you state that you are presenting Credit Adjusted EBITDA as a performance measure,
such a measure appears to be a tailored Non-GAAP financial measure that could
violate Rule 100(b) of Regulation G.  Therefore, we believe you should omit this measure
from the presentation.  Refer to Compliance and Disclosure Interpretations on Non-GAAP
Financial Measures (updated April 4, 2018), Question 100.04.

 FirstName LastNameB. Judd Hartman
 Comapany NamePPD, Inc.
 January 9, 2020 Page 2
 FirstName LastName
B. Judd Hartman
PPD, Inc.
January 9, 2020
Page 2
2.We note your response to comment 3.  Referencing footnote (c) on page 18, cash-based
compensation under the Long-Term Incentive Plan is a normal, recurring cash operating
expense of the company and should not be included as an adjustment to calculate
Adjusted EBITDA or Adjusted Net Income.  Please remove this adjustment for all periods
presented.  Refer to Rule 100(b) of Regulation G and Compliance and Disclosure
Interpretations on Non-GAAP Financial Measures (revised April 4, 2018), Question
100.01.
3.We note your response to comment 3.   Referencing footnote (c) on page 18, please
provide us with a breakdown of the amount of long-term incentive compensation under
the LTIP versus the amount related to the special cash bonus compensation paid to option
holders for each period presented.  Please reconcile the amount of the adjustment related
to the special cash bonus to compensation expense disclosed in Note 4 for fiscal years
2016 and 2017 resulting from the November 2016 declaration and payment of a special
cash dividend to option holders (Special Cash Bonuses).  If possible, please quantify the
portion of the Special Cash Bonus Compensation adjustment that was paid in cash and the
portion that is non-cash.
Consolidated Statements of Stockholders' Deficit and Redeemable NonControlling Interest, page
F-8
4.We have read your response to comment number 11 regarding recapitalization transaction
costs.  We note your references to SAB Topics 1.B [sic] and 5.T [sic] as well as
Deloitte's A Roadmap to Accounting for Business Combinations, Section 6.7.1
Transaction Costs in a Recapitalization.   It appears the cited references relate to fact
patterns in which expenses are incurred by new investors on behalf of new investors.  In
those cases, we agree that such expenses would not be reflected as an expense of the
company and a contribution of capital pursuant to SAB Topics 1:B and 5:T.  However, the
referenced transaction costs represent expenses incurred by the company that benefit new
investors.  Because such expenses were incurred by the company, we are unclear the basis
for excluding company incurred expenses that have no future benefit from the
determination of company net income.  Please revise or advise of your accounting
basis supporting the direct charge to accumulated deficit of company incurred transaction
costs.
Recapitalization Investment Portfolio Liability, page F-23
5.We have read your response to comment no 13.  We note your reference to the definition
of contingent consideration provided in the ASC Master Glossary and your
acknowledgment that it was written in the context of business combination transactions in
which guidance for contingent consideration is provided in ASC 805.  You further state
that you believe it would be appropriate to analogize to the accounting alternatives
acceptable in practice for contingent consideration associated with asset acquisitions even
though this transaction was not an asset acquisition.  In this regard, you provide your

 FirstName LastNameB. Judd Hartman
 Comapany NamePPD, Inc.
 January 9, 2020 Page 3
 FirstName LastName
B. Judd Hartman
PPD, Inc.
January 9, 2020
Page 3
assessment of the different accounting frameworks utilized in practice yet it is unclear
when such practices emerged or which view represents predominant practice.  Please
provide a summary of your research regarding the number of participants adopting
View A or B and whether such accounting was adopted after the issuance of SFAS 141R.
Lastly, you imply that the liability associated with the Investment Portfolio meets the
criteria in ASC 450-20-25-2, however the accounting for subsequent  changes in the
liability recorded under ASC 450 would be reflected as an expense in the statement of
income as opposed to a direct entry to accumulated deficit.  Given your preceding
analogies to ASC 450 and 805 as well as your adoption of the fair value option for such
underlying investments,  please explain why the subsequent accounting for changes in the
liability was not classified via analogy to ASC 805-30-35-1.b.
Note 7. Other Investments, page F-39
6.We note your responses to comments 13 and 14 regarding the Recapitalization Investment
Portfolio.  Your response indicates that "...one could infer that the ultimate settlement of
the Recapitalization Investment Portfolio Liability would be triggered by distributions
received from, or the disposal of, investments in Auven and venBio, the fair value of the
investments accrues to the Pre-Closing Shareholders."  Please provide disclosure in this
footnote to describe how you are economically impacted by the Additional
Recapitalization Consideration as well as identification of the specific investments that
give rise to the economic impact.
            You may contact Robert Shapiro at (202) 551-3273 or Jim Allegretto at (202) 551-3849
if you have questions regarding comments on the financial statements and related
matters.  Please contact Daniel Morris at (202) 551-3314 or Mara Ransom at (202) 551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       William Brentani, Esq.