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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

2475 HANOVER STREET

PALO ALTO, CA 94304

TELEPHONE:
+1-650-251-5000

FACSIMILE:
+1-650-251-5002

 Direct Dial Number

+1-650-251-5110

 E-mail Address

 wbrentani@stblaw.com

 January 16, 2020

Robert Shapiro

 Jim Allegretto

Daniel Morris

 Mara Ransom

Division of Corporation Finance

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 PPD, Inc. - Registration Statement on Form S-1 (CIK
No. 0001793294)

 Ladies and Gentlemen:

On behalf of PPD, Inc. (the “Company”), and in connection with Amendment No. 1 to the draft registration statement on
Form S-1 (“DRS Amendment No. 1”) confidentially submitted to the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) on December 20, 2019, we hereby submit for review by the Staff Amendment No. 1 to the registration statement on Form S-1 (“Amendment
No. 1”) filed with the Commission on the date hereof. The Company has revised Amendment No. 1 in response to the Staff’s comments in its letter, dated January 9, 2020, relating to DRS Amendment No. 1
(the “comment letter”), and to otherwise update its disclosure. Please note that the Company filed a registration statement on Form S-1 on January 9, 2020, which is amended by Amendment
No 1.

 For the Staff’s reference, we are providing the Staff by overnight delivery copies of this letter as well as both a clean copy
of Amendment No. 1 and a copy marked to show all changes from DRS Amendment No. 1.

 In addition, we are providing the following
responses to the comment letter. To assist your review, we have retyped the text of the Staff’s comments in italics below. Page references in the text of this letter correspond to the pages of Amendment No. 1. Unless otherwise defined
below, terms defined in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below are based upon information provided to us by the Company.

Further to the discussion between the undersigned and Daniel Morris of the Commission’s Staff on January 6, 2020, we have attached
as Annex A to this letter the Company’s proposed draft of (i) two paragraphs including preliminary expectations of financial results for the year ended December 31, 2019, to be included at the end of the “Overview”
subsection of the Summary section and (ii) the “Recent Developments” subsection of the Summary section, in each case, to be included in subsequent filings of the registration statement. When included in a filed version of the
registration statement, the bullets in Annex A will be replaced with the applicable amounts.

NEW YORK

BEIJING

HONG KONG

HOUSTON

LONDON

LOS ANGELES

SÃO PAULO

TOKYO

WASHINGTON, D.C.

 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.

In response to the Staff’s comments, the Company has removed Credit Adjusted EBITDA as a Non-GAAP
financial measure, including the items comprising the other credit agreement adjustments, in its disclosure on page 17 and elsewhere throughout Amendment No. 1, as applicable, for all periods presented.

As supplemental follow up to the Company’s discussion with the Staff on January 14, 2020, the Company advises the Staff that it has
included net income (loss) attributable to noncontrolling interest as an adjustment to calculate Adjusted EBITDA and Adjusted Net Income as the Company (1) consolidates the noncontrolling entity, (2) manages and evaluates the
Company’s performance based on consolidated metrics, including Adjusted EBITDA and Adjusted Net Income results of the Company as a whole, and not only on the basis of its controlled interests, and (3) has historically been valued based on
its consolidated Adjusted EBITDA results in connection with debt issuances and other recapitalization transactions, in accordance with commonly applied business valuation techniques. The Company also acknowledges that several other public companies
treat net income (loss) attributable to noncontrolling interest similar to the Company in including such amounts as Non-GAAP adjustments to Adjusted EBITDA and Adjusted Net Income. Finally, the Company notes
that the adjustment is immaterial as it represents less than 1% and 2%, of Adjusted EBITDA and Adjusted Net Income, respectively, for all periods presented in Amendment No. 1.

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.

In response to the Staff’s comments, the Company has removed the long-term incentive plan cash-based compensation adjustment from Adjusted
EBITDA and Adjusted Net Income on page 17 for all periods presented.

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.

 2

 The Company advises the Staff that the other compensation adjustment relates to two types of
expenses: (i) expenses associated with the long-term incentive plan (“LTIP”) and (ii) expenses associated with special cash bonuses paid to option holders in respect of their stock options as an equitable adjustment to such stock
options in connection with special cash dividends paid to the Company’s stockholders. As addressed above, the Company has removed the expenses associated with the LTIP from the calculation of Adjusted EBITDA and Adjusted Net Income and revised
the reconciliation and footnote (c) on pages 17 and 18 to indicate the remaining adjustments are attributable to special cash bonuses paid to option holders.

As noted in the Company’s previous response to the Staff’s prior comment 3, these special cash dividends were directly related to
unusual and intermittent recapitalization transactions and were based on a variety of factors, such as the performance of the Company, the Company’s ability to issue additional debt to finance the payment of cash dividends, conditions in the
debt markets, and the desire to return capital to the Company’s stockholders, among others. The Company also notes for the Staff that the Company’s Board of Directors (the “Board”) did not declare any special cash dividends or
award any related equitable special cash bonuses to option holders in 2017 or 2018. Furthermore, no expenses associated with the special cash bonuses were recognized from June 2017 to April 2019. The Board retains sole discretion regarding the
declaration of cash dividends, including special cash dividends, as well as the timing, extent and nature of any equitable adjustments required to be made for option holders under the Company’s equity incentive plans to offset the valuation
impacts of any cash dividends. Accordingly, the timing and declaration of these special cash bonuses were not, nor were they intended to be, a reward to option holders for performance, but rather a component of the equitable adjustment required to
be made for option holders under the Company’s incentive plans. To the extent special cash bonuses were included as part of these equitable adjustments to option holders, these bonuses were typically only made with respect to vested and
unvested time-based options and vested performance-based options, and were paid over time similar to option vesting.

 The Company further
advises the Staff that of the compensation expense disclosed in Note 4, 2016 included $3.3 million of non-cash stock-based compensation expense and $17.9 million of expense associated with special
cash bonuses to option holders and 2017 included $2.1 million of accelerated compensation expense settled as a part of the Recapitalization and $2.0 million of expense associated with special cash bonuses to option holders.

Consolidated Statements of Stockholders’ Deficit and Redeemable Non-Controlling 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.

 3

 The Company advises the Staff that the Company did not incur expenses on behalf of, or for
the benefit of new investors as noted in the Company’s previous response to the Staff’s comment number 11. The Company clarifies its previous response noting that the recapitalization transaction costs charged to accumulated deficit were
paid on behalf of, and for the benefit of, the new investors in the Recapitalization and not for obligations incurred by the Company. Said differently, the Company was not the primary obligor for the $7.3 million of recapitalization transaction
costs incurred on behalf of, and for the benefit of, the new investors; the new investors were the primary obligor and the Company paid those amounts on their behalf. Therefore, the Company’s treatment of such costs is in accordance with 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. The Company’s accounting treatment is also consistent
with the guidance in E&Y’s Financial Reporting Development, Business Combinations, Section B.8.1.2, Transaction costs in a recapitalization (emphasis added):

In connection with a recapitalization, the target entity frequently incurs fees and expenses associated with the transaction. Accounting
for fees associated with a recapitalization depends on the activities to which the fees relate and the structure of the transaction as follows:

1.
 To the extent the fees relate to the issuance of debt, the fees are capitalized as debt issuance costs and
amortized based on the effective interest method over the life of the debt.

2.
 To the extent the fees relate to the raising of capital (i.e., the issuance of equity), the fees are treated as
a reduction to the total amount of equity raised.

3.
 To the extent the fees relate to the acquisition of treasury stock, the fees are treated as an element of
the cost of the treasury stock.

4.
 To the extent the fees relate to other services such as advisory services or management services, the fees
are expensed.

 When fees are incurred by a new investor (e.g., a “sponsoring entity”) and charged to
the target entity, questions arise in practice on how the target entity should account for those fees. If the target entity is the primary obligor for the fees that were paid by the sponsoring entity, the fees are allocated to the target entity
consistent with the concepts described in items 1 through 4. When fees are billed to the target entity as a single amount, the fees are allocated by analogy to the guidance provided in ASC 340-10-S99-2 (SAB Topic 2.A.6). For example, the amounts allocated to debt issuance costs normally result in an effective interest rate on the subject debt that is
consistent with an effective market interest rate, and the amounts allocated to equity issuance costs would be consistent with fees an underwriter might charge in a public offering. On the other hand, if the sponsoring entity paid fees for which
it is the primary obligor and charges the target entity for reimbursement of those fees, then that transaction is treated as a capital transaction by the target entity.

As part of the Recapitalization, the Company was required to pay on behalf of, or reimburse, the new investors for their costs for which the
new investors were the primary obligor. Therefore, the transaction should be treated as a capital transaction by the Company, in effect representing a return of capital to the new investors. As such, the Company charged the $7.3 million of
recapitalization transaction costs to accumulated deficit, as additional paid-in-capital had been reduced to zero due to the sequencing of other events from the
Recapitalization.

 4

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 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.

The Company respectfully advises the Staff that prior to the issuance of Statement 141(R) (codified under ASC 805) there was no diversity in
practice. A historical cost accumulation model was consistently applied to all acquisitions with contingent consid