10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2018

or

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

For the transition period from            to            .

Commission File Number: 001-36730

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	27-3403111
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604-1547

(Address of principal executive offices and Zip Code)

(919) 876-9300

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    YesýNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): 

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨Noý

As of May 1, 2018, there were approximately 102,781,233 shares of the registrant’s common stock outstanding.

SYNEOS HEALTH, INC.

FORM 10-Q

TABLE OF CONTENTS

	PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2018 and 2017 (unaudited)	3
	Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017 (unaudited)	4
	Condensed Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	48
Item 4.	Controls and Procedures	48
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	50
Item 5.	Other Information	51
Item 6.	Exhibits	52
	Signatures	53
	Exhibit Index	54

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(In thousands, except per share data)
Service revenue	$	1,057,196		$	252,078
Reimbursable out-of-pocket expenses	—			129,840
Total revenue	1,057,196			381,918
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)	532,057			154,835
Reimbursable out-of-pocket expenses	308,766			129,840
Selling, general, and administrative	99,259			44,934
Restructuring and other costs	13,707			1,927
Transaction and integration-related expenses	25,211			2
Depreciation	18,028			6,164
Amortization	49,993			9,464
Total operating expenses	1,047,021			347,166
Income from operations	10,175			34,752
Other (expense) income, net:
Interest income	839			112
Interest expense	(31,736		)	(3,100		)
Loss on extinguishment of debt	(248		)	—
Other expense, net	(12,554		)	(3,457		)
Total other expense, net	(43,699		)	(6,445		)
(Loss) income before provision for income taxes	(33,524		)	28,307
Income tax benefit (expense)	8,972			(7,120		)
Net (loss) income	$	(24,552	)	$	21,187
(Loss) earnings per share:
Basic	$	(0.24	)	$	0.39
Diluted	$	(0.24	)	$	0.38
Weighted average common shares outstanding:
Basic	104,449			54,015
Diluted	104,449			55,123

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(In thousands)
Net (loss) income	$	(24,552	)	$	21,187
Unrealized gain on derivative instruments, net of income tax (expense) of $0 and $(87), respectively	434			150
Foreign currency translation adjustments, net of income tax (expense) of $(2,868) and $0, respectively	33,923			4,846
Comprehensive income	$	9,805		$	26,183

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2018			December 31, 2017
	(In thousands, except share data)
ASSETS
Current assets:
Cash and cash equivalents	$	186,719		$	321,262
Restricted cash	2,236			714
Accounts receivable billed, net	600,796			642,985
Accounts receivable unbilled	392,536			373,003
Contract assets	111,934			—
Prepaid expenses and other current assets	94,291			84,215
Total current assets	1,388,512			1,422,179
Property and equipment, net	173,051			180,412
Goodwill	4,306,244			4,292,571
Intangible assets, net	1,241,709			1,286,050
Deferred income tax assets	27,709			20,159
Other long-term assets	104,679			84,496
Total assets	$	7,241,904		$	7,285,867
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	69,500		$	58,575
Accrued liabilities	518,383			500,303
Contract liabilities	643,338			559,270
Current portion of capital lease obligations	15,889			16,414
Current portion of long-term debt	31,250			25,000
Total current liabilities	1,278,360			1,159,562
Capital lease obligations, non-current	15,607			20,376
Long-term debt, non-current	2,908,366			2,945,934
Deferred income tax liabilities	22,265			37,807
Other long-term liabilities	110,047			99,609
Total liabilities	4,334,645			4,263,288
Commitments and contingencies (Note 15)
Shareholders' equity:
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	—			—
Common stock, $0.01 par value; 600,000,000 shares authorized, 103,803,581 and 104,435,501 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	1,038			1,044
Additional paid-in capital	3,394,586			3,414,389
Accumulated other comprehensive income (loss), net of tax	15,822			(22,385		)
Accumulated deficit	(504,187		)	(370,469		)
Total shareholders' equity	2,907,259			3,022,579
Total liabilities and shareholders' equity	$	7,241,904		$	7,285,867

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

SYNEOS HEALTH, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Three Months Ended March 31,
	2018			2017
	(In thousands)
Cash flows from operating activities:
Net (loss) income	$	(24,552	)	$	21,187
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	68,021			15,628
Amortization of capitalized loan fees and original issue discount, net of Senior Notes premium	(34		)	201
Share-based compensation	7,879			5,819
Provision for (recovery of) doubtful accounts	171			(7		)
Provision for deferred income taxes	(10,735		)	87
Foreign currency transaction losses	6,364			2,707
Fair value adjustment of contingent tax-sharing obligation	1,194			—
Loss on extinguishment of debt	248			—
Other non-cash items	1,796			364
Changes in operating assets and liabilities, net of effect of business combinations:
Accounts receivable, unbilled services, and advanced billings	(90,617		)	47,496
Accounts payable and accrued expenses	(14,241		)	(20,457		)
Other assets and liabilities	7,521			2,674
Net cash (used in) provided by operating activities	(46,985		)	75,699
Cash flows from investing activities:
Purchases of property and equipment	(21,286		)	(10,571		)
Net cash used in investing activities	(21,286		)	(10,571		)
Cash flows from financing activities:
Repayments of long-term debt	(31,250		)	—
Proceeds from revolving line of credit	—			15,000
Repayments of revolving line of credit	—			(25,000		)
Payments of capital leases	(4,479		)	—
Payments for repurchase of common stock	(37,493		)	—
Proceeds from exercise of stock options	5,668			5,153
Payments related to tax withholding for share-based compensation	(2,323		)	(1,173		)
Net cash used in financing activities	(69,877		)	(6,020		)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	5,127			2,854
Net change in cash, cash equivalents, and restricted cash	(133,021		)	61,962
Cash, cash equivalents, and restricted cash - beginning of period	321,976			103,078
Cash, cash equivalents, and restricted cash - end of period	$	188,955		$	165,040
Supplemental disclosures of non-cash investing activities:
Purchases of property and equipment included in liabilities	$	5,494		$	1,757
Vehicles acquired through capital lease agreements	$	1,184		$	—

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

SYNEOS HEALTH, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation and Changes in Significant Accounting Policies

Nature of Operations

Syneos Health, Inc. (the “Company”) is a global end-to-end outsourcing biopharmaceutical solutions organization. The Company operates under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to enhance its customers’ ability to successfully develop, launch, and market their products. The Company offers its solutions on both a standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I-IV clinical trial services to services associated with the commercialization of biopharmaceutical products. The Company’s customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries.

Merger

On August 1, 2017, the Company completed the merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc. Upon closing, inVentiv was merged with and into the Company, with the Company continuing as the surviving corporation. Beginning August 1, 2017, inVentiv’s results of operations are included in the accompanying unaudited condensed consolidated financial statements. For additional information related to the Merger, see “Note 3 - Business Combinations.”

Unaudited Interim Financial Information

The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.

The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on February 28, 2018. The results of operations for the three months endedMarch 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2017 is derived from the amounts in the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Recently Adopted Accounting Standards

Revenue from Contracts with Customers. The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605, Revenue Recognition (“ASC 605”). For additional information related to the impact of adopting this standard, see “Note 10 - Revenue from Contracts with Customers.”

7

Statement of Cash Flows - Restricted Cash. Effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash using the retrospective transition method, as required by the new standard. The adoption of this ASU had an immaterial impact to the Company’s unaudited condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets at March 31, 2018 and December 31, 2017, that sum to the total of such amounts in the consolidated statements of cash flows (in thousands):

	March 31, 2018		December 31, 2017
Cash and cash equivalents	$	186,719	$	321,262
Restricted cash	2,236		714
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	188,955	$	321,976

Comprehensive Income - Reclassifications of Certain Tax Effects. Effective January 1, 2018, the Company elected to early adopt ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the updated accounting guidance, the Company is allowed to reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate resulting from the Tax Cuts and Jobs Act (“Tax Act”) is recorded. Upon adoption, the Company recorded an increase to other comprehensive income of $3.9 million and a reduction in retained earnings of $3.9 million. There was no impact on prior periods.

Recently Issued Accounting Standards Not Yet Adopted

Leases. In February 2016, the Financial Accounting Standards board (“FASB”) issued ASU No. 2016-02, Leases. ASU 2016-02 requires organizations to recognize lease assets and lease liabilities on the balance sheet, including leases that were previously classified as operating leases. The ASU also requires additional disclosures about leasing arrangements related to the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments is permitted and the new guidance will be applied using a modified retrospective approach. The Company plans to adopt the standard on January 1, 2019 and is currently assessing the potential impact of this standard on its consolidated financial statements.

2. Financial Statement Details

Cash and Cash Equivalents

Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. The parties to the arrangement combine their cash balances in pooling accounts with the ability to offset bank overdrafts of one subsidiary against positive cash account balances maintained in another subsidiary’s bank account at the same financial institution. The net cash balance related to this pooling arrangement is included in the “Cash and cash equivalents” line item in the unaudited condensed consolidated balance sheet. The Company’s net cash pool position consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Gross cash position	$	145,210		$	195,376
Less: cash borrowings	(128,578		)	(88,226		)
Net cash position	$	16,632		$	107,150

8

Billed Accounts Receivable, Net

Billed accounts receivable, net consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Accounts receivable billed	$	610,333		$	652,061
Allowance for doubtful accounts	(9,537		)	(9,076		)
Accounts receivable billed, net	$	600,796		$	642,985

In May 2017, the Company entered into an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, without recourse, to an unrelated third-party financial institution for cash. Under the terms of the agreement, the Company retains no rights or interest and has no obligations with respect to the sold accounts receivable. The Company accounts for sales of trade accounts receivable under this agreement as true sales, and trade accounts receivable balances that are sold are derecognized from the consolidated balance sheets. The cash proceeds received are reflected as cash provided by operating activities on the Company’s consolidated statements of cash flows. For the three months endedMarch 31, 2018, the Company factored $45.4 million of trade accounts receivable on a non-recourse basis and received $45.2 million in cash proceeds from the sale. The fees associated with this transaction were immaterial. The Company did not sell any trade accounts receivables under this agreement during the year ended December 31, 2017.

Goodwill

Changes in the carrying amount of goodwill by segment for the three months endedMarch 31, 2018 were as follows (in thousands):

	Total			Clinical Solutions			Commercial Solutions
Balance at December 31, 2017:
Gross carrying amount	$	4,308,737		$	2,808,975		$	1,499,762
Accumulated impairment losses (a)	(16,166		)	(8,142		)	(8,024		)
Goodwill net of accumulated impairment losses	4,292,571			2,800,833			1,491,738
2018 Activity:
Business combinations (b)	(4,214		)	(2,529		)	(1,685		)
Impact of foreign currency translation	17,887			11,927			5,960
Balance at March 31, 2018:
Gross carrying amount	4,322,410			2,818,373			1,504,037
Accumulated impairment losses (a)	(16,166		)	(8,142		)	(8,024		)
Goodwill net of accumulated impairment losses	$	4,306,244		$	2,810,231		$	1,496,013

^(a) Accumulated impairment losses associated with the Clinical Solutions segment were recorded in fiscal periods prior to 2018 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. Accumulated impairment losses associated with the Commercial Solutions segment were recorded in fiscal periods prior to 2018 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the three months endedMarch 31, 2018.

^(b) Amount represents measurement period adjustments to goodwill recognized in connection with the Merger. Goodwill associated with the Merger is not deductible for income tax purposes. See “Note 3 - Business Combinations” for further information.

9

Accumulated Other Comprehensive Income (Loss), Net of Tax

Accumulated other comprehensive income (loss), net of tax, consisted of the following (in thousands):

	March 31, 2018		December 31, 2017
Foreign currency translation adjustments, net of tax	$	14,003	$	(23,514	)
Unrealized gains on derivative instruments, net of tax	1,819		1,129
Accumulated other comprehensive income (loss), net of tax	$	15,822	$	(22,385	)

Changes in accumulated other comprehensive income (loss), net of tax for the three months endedMarch 31, 2018 were as follows (in thousands):

	Unrealized gain on derivative instruments, net of tax			Foreign currency translation adjustments, net of tax			Total
Balance at December 31, 2017	$	1,129		$	(23,514	)	$	(22,385	)
Reclassification of income tax benefit due to adoption of ASU 2018-02	256			3,594			3,850
Balance at January 1, 2018	1,385			(19,920		)	(18,535		)
Other comprehensive gain before reclassifications	711			33,923			34,634
Amount of gain reclassified from accumulated other comprehensive income (loss) into the statements of operations	(277		)	—			(277		)
Net current period other comprehensive gain, net of tax	434			33,923			34,357
Balance at March 31, 2018	$	1,819		$	14,003		$	15,822

Unrealized gains on derivative instruments represent the effective portion of gains associated with interest rate swaps. Designated as cash flow hedges, the interest rate swaps limit the variable interest rate exposure associated with the Company’s term loans. The Company reclassifies these gains into net income as it makes interest payments on its term loan. Amounts to be reclassified to net income in the next 12 months are expected to be immaterial.

The tax effects allocated to each component of other comprehensive income for the three months endedMarch 31, 2018 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Foreign currency translation adjustments	$	36,791		$	(2,868	)	$	33,923
Unrealized gain on derivative instruments:
Unrealized gains arising during period	711			—			711
Reclassification adjustment of realized gains to net income	(277		)	—			(277		)
Net unrealized gain	434			—			434
Other comprehensive income	$	37,225		$	(2,868	)	$	34,357

10

The tax effects allocated to each component of other comprehensive income for the three months endedMarch 31, 2017 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Foreign currency translation adjustments	$	4,846		$	—		$	4,846
Unrealized gain on derivative instruments:
Unrealized gains arising during the period	305			(112		)	193
Reclassification adjustment of realized gains to net income	(68		)	25			(43		)
Net unrealized gain	237			(87		)	150
Other comprehensive income	$	5,083		$	(87	)	$	4,996

Other Expense, Net

Other expense, net consisted of the following (in thousands):

	Three Months Ended March 31,
	2018			2017
Net realized foreign currency loss	$	(5,517	)	$	(670	)
Net unrealized foreign currency loss	(6,364		)	(2,707		)
Other, net	(673		)	(80		)
Total other expense, net	$	(12,554	)	$	(3,457	)

3. Business Combinations

Transaction Overview

On August 1, 2017 (the “Merger Date”), the Company completed the Merger with inVentiv with the Company surviving as the accounting and legal entity acquirer. The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The goodwill in connection with the Merger is primarily attributable to the assembled workforce of inVentiv and the expected synergies of the Merger.

For the three months endedMarch 31, 2018, the Company incurred $25.2 million of integration-related expenses which were accounted for separately from the business combination and expensed as incurred within the “Transaction and integration-related expenses” line item of the unaudited condensed consolidated statements of operations. These costs consisted primarily of consulting, accounting fees, and employee retention bonuses.

In connection with the Merger, the Company assumed certain contingent tax-sharing obligations of inVentiv. The fair value of the contingent tax-sharing liability is remeasured at the end of each reporting period, with changes in the estimated fair value reflected in earnings until the liability is fully settled. The estimated fair value of the contingent tax-sharing obligation liability was $51.7 million and $50.5 million as of March 31, 2018 and December 31, 2017, respectively. The liability is included in the “Accrued liabilities” and “Other long-term liabilities” line items of the accompanying unaudited condensed consolidated balance sheet.

The results of inVentiv’s operations have been included in the Company’s statements of operations since the Merger Date. Computing separate measures of inVentiv’s stand-alone revenue and profitability for the period after the Merger Date is impracticable.

11

Allocation of Consideration Transferred

The Merger Date fair value of the consideration transferred was $4.51 billion. The following table summarizes the preliminary allocation of the consideration transferred based on management’s estimates of Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill (in thousands):     

	March 31, 2018
Assets acquired:
Cash and cash equivalents	$	57,338
Restricted cash	433
Accounts receivable	367,169
Unbilled accounts receivable	261,585
Other current assets	95,506
Property and equipment	113,674
Intangible assets	1,334,200
Other assets	50,052
Total assets acquired	2,279,957
Liabilities assumed:
Accounts payable	38,072
Accrued liabilities	306,649
Contract liabilities	247,474
Capital leases	40,928
Long-term debt, current and non-current	737,872
Deferred income taxes, net	11,382
Other liabilities	121,238
Total liabilities assumed	1,503,615
Total identifiable assets acquired, net	776,342
Goodwill	$	3,729,281

The goodwill recognized in connection with the Merger was $3.73 billion, with $2.24 billion of the goodwill assigned to the Clinical Solutions segment and $1.49 billion assigned to the Commercial Solutions segment. Goodwill generated in the Merger is not deductible for income tax purposes. The Company’s assessment of fair value and purchase price allocation are preliminary and subject to change upon completion of the measurement period. During the three months endedMarch 31, 2018, the Company made adjustments to the preliminary fair value of acquired assets and assumed liabilities to reflect additional information obtained in connection with the Merger. The net effect of the adjustments was a decrease in goodwill of $4.2 million. Further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the Merger Date).

12

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information was derived from the historical financial statements of the Company and inVentiv and presents the combined results of operations as if the Merger had occurred on January 1, 2016. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have actually occurred had the Merger been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may result from the Merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of inVentiv. Consequently, actual future results of the Company will differ from the unaudited pro forma financial information presented.

	Three Months Ended March 31, 2017
	(In thousands, except per share data)
Pro forma total revenue	$	1,064,963
Pro forma net income	3,119
Pro forma income per share:
Basic	$	0.03
Diluted	$	0.03

The unaudited pro forma adjustments primarily relate to the depreciation of acquired property and equipment, amortization of acquired intangible assets and interest expense and amortization of deferred financing costs related to the new financing arrangements.

4. Fair Value Measurements

Assets and Liabilities Carried at Fair Value

As of March 31, 2018 and December 31, 2017, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, billed and unbilled accounts receivable, contract assets, accounts payable, accrued liabilities, contract liabilities, assumed contingent tax-sharing obligations, capital leases, and interest rate derivative instruments.

The fair value of cash and cash equivalents, restricted cash, billed and unbilled accounts receivable, contract assets, accounts payable, accrued liabilities, and contract liabilities approximates their respective carrying amounts because of the liquidity and short-term nature of these financial instruments.

Financial Instruments Subject to Recurring Fair Value Measurements

As of March 31, 2018, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,137	$	—	$	—	$	16,137
Derivative instruments	—		2,601		—		2,601
Total assets	$	16,137	$	2,601	$	—	$	18,738
Liabilities:
Contingent tax-sharing obligation assumed through business combinations	$	—	$	—	$	51,674	$	51,674
Total liabilities	$	—	$	—	$	51,674	$	51,674

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As of December 31, 2017, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,318	$	—	$	—	$	16,318
Derivative instruments	—		2,179		—		2,179
Total assets	$	16,318	$	2,179	$	—	$	18,497
Liabilities:
Contingent tax-sharing obligation assumed through business combinations	$	—	$	—	$	50,480	$	50,480
Total liabilities	$	—	$	—	$	50,480	$	50,480

The following table presents changes in the carrying amount of contingent tax-sharing obligations classified as Level 3 category within the fair value hierarchy for the three months endedMarch 31, 2018 (in thousands):

Balance at December 31, 2017	$	50,480
Changes in fair value recognized in earnings	1,194
Payments	—
Balance at March 31, 2018	$	51,674

During the three months endedMarch 31, 2018, there were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 fair value measurements.

Financial Instruments Subject to Non-Recurring Fair Value Measurements

Certain assets, including goodwill and identifiable intangible assets, are carried on the balance sheets at cost and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering events. As of March 31, 2018 and December 31, 2017, assets subject to non-recurring fair value measurements totaled $5.55 billion and $5.58 billion, respectively.

Fair Value Disclosures for Debt Not Carried at Fair Value

The estimated fair value of the outstanding term loans and Senior Unsecured Notes is determined based on the exit price that the Company would have to pay to settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company’s outstanding term loans and Senior Unsecured Notes were as follows (in thousands):

	March 31, 2018				December 31, 2017
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Term Loan A due August 2022	$	993,750	$	993,750	$	1,000,000	$	1,000,000
Term Loan B due August 2024 (net of original issue debt discount)	1,523,261		1,525,000		1,548,149		1,550,000
7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium)	442,092		433,225		443,507		433,729

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5. Restructuring and Other Costs

Merger-Related Restructuring

In connection with the Merger, the Company established a restructuring plan to eliminate redundant positions and reduce its facility footprint worldwide. The Company expects to continue the ongoing evaluations of its workforce and facilities infrastructure needs through 2020 in an effort to optimize its resources. Additionally, in conjunction with the Merger, the Company assumed certain liabilities related to employee severance and facility closure costs as a result of actions taken by inVentiv prior to the Merger. During the three months endedMarch 31, 2018, the Company recognized approximately: (i) $8.4 million of employee severance and benefits related costs; (ii) $2.2 million of facility closure and lease termination costs; and (iii) $0.3 million of other costs related to the Merger. Over the next several years, the Company expects to incur significant costs related to the restructuring of its operations in order to achieve targeted synergies from the Merger. The timing and the amount of these costs may differ significantly from current management’s estimates and depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of the Company’s operations.

Other Restructuring

During the three months endedMarch 31, 2018, the Company incurred $0.8 million of facility closure and lease termination costs related to the Company’s pre-Merger activities aimed at optimizing its resources worldwide. Additionally, during the three months endedMarch 31, 2018, the Company recognized (i) approximately $1.7 million of consulting costs related to the restructuring of its contract management processes to meet the requirements of the newly adopted revenue recognition accounting standard; (ii) $0.2 million of employee severance and benefits related costs, and (iii) $0.1 million of other costs.

Accrued Restructuring Liabilities

The following table summarizes activity related to the liabilities associated with restructuring and other costs during the three months endedMarch 31, 2018 (in thousands):

	Employee Severance Costs, Including Executive Transition Costs			Facility Closure and Lease Termination Costs			Other Costs			Total
Balance at December 31, 2017	$	8,858		$	7,411		$	524		$	16,793
Expenses incurred(a)	8,572			1,303			1,801			11,676
Cash payments made	(9,511		)	(1,697		)	(1,683		)	(12,891		)
Balance at March 31, 2018	$	7,919		$	7,017		$	642		$	15,578

^(a) The amount of expenses incurred presented in the reconciliation of accrued restructuring liabilities excludes $2.0 million of non-cash restructuring and other expenses incurred for the three months endedMarch 31, 2018 as these expenses were not subject to accrual prior to the period in which they were incurred.

The Company expects that substantially all of the employee severance costs accrued as of March 31, 2018 will be paid within the next twelve months. Certain facility costs will be paid over the remaining terms of exited facility leases, which range from 2018 through 2027. Liabilities associated with these costs are included in the “Accrued liabilities” and “Other long-term liabilities” line items in the accompanying unaudited condensed consolidated balance sheets. Restructuring and other costs included in net loss for three months endedMarch 31, 2018 are presented in the “Restructuring and other costs” line item in the unaudited condensed consolidated statements of operations.

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6. Shareholders' Equity

2018 Stock Repurchase Program

On February 26, 2018, the Company’s Board of Directors authorized the repurchase of up to an aggregate of $250.0 million of the Company’s common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades or through privately negotiated transactions (“2018 stock repurchase program”). The 2018 stock repurchase program commenced on March 1, 2018 and will end no later than December 31, 2019. The Company intends to use cash on hand and future operating cash flow to fund the stock repurchase program.

The 2018 stock repurchase program does not obligate the Company to repurchase any particular amount of the Company’s common stock, and may be modified, extended, suspended or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate requirements for cash, and overall market conditions. The stock repurchase program will be subject to applicable legal requirements, including federal and state securities laws. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law.

In March 2018, the Company repurchased 948,100 shares of its common stock in open market transactions at an average price of $39.55 per share, resulting in a total purchase price of approximately $37.5 million. The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The excess of the repurchase price over par was applied on a pro rata basis against additional paid-in-capital, with the remainder applied to accumulated deficit.

As of March 31, 2018, the Company has remaining authorization to repurchase up to $212.5 million of shares of its common stock under the 2018 stock repurchase program.

7. Share-Based Compensation

Restricted Stock Unit Award Activity

The following table summarizes the RSU activity during the three months endedMarch 31, 2018:

	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2017	907,580		$	49.30
Granted	1,798,554		$	38.22
Vested	(172,277	)	$	49.39
Forfeited	(4,387	)	$	39.68
Non-vested at March 31, 2018	2,529,470		$	41.44

At March 31, 2018, total unrecognized compensation expense related to unvested RSUs was $91.7 million, which is expected to be recognized over a weighted average period of 2.6 years.

2018 Performance-Based RSU Awards

In February 2018, the Compensation Committee of the Company’s Board of Directors granted performance-based RSU awards (“PRSUs”) to certain executive officers. The total number of PRSUs granted was 185,432 which will vest in a percentage ranging from 0% to 150% depending on the level of achievement of the performance targets. Each award is scheduled to cliff-vest in approximately three

16

years from the grant date and consists of three equal tranches with vesting conditional upon: (i) the attainment of performance targets related to the Company’s revenue growth for fiscal years 2018, 2019, and 2020; and (ii) the continued employment and service of the employee from the grant date through the date when determination of the target attainment level for the last performance period is made. The Company recognizes share-based compensation expense for PRSUs when attainment of each performance target is probable of achievement.

Share-based Compensation Expense

The total amount of share-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands):

	Three Months Ended March 31,
Statement of Operations Classification	2018		2017
Direct costs	$	3,752	$	2,713
Selling, general, and administrative expenses	4,036		3,106
Restructuring and other costs	91		—
Total share-based compensation expense	$	7,879	$	5,819

8. Earnings Per Share

Basic earnings per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. A reconciliation of the numerators and denominators of the basic and diluted per share computations of weighted average common shares outstanding based on the Company’s consolidated net (loss) income is as follows (in thousands, except per share amounts):

	Three Months Ended March 31,
	2018			2017
Numerator:
Net (loss) income	$	(24,552	)	$	21,187
Denominator:
Basic weighted average common shares outstanding	104,449			54,015
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation programs	—			1,108
Diluted weighted average common shares outstanding	104,449			55,123
(Loss) earnings per share:
Basic	$	(0.24	)	$	0.39
Diluted	$	(0.24	)	$	0.38

Potential common shares outstanding that are considered antidilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under deferred share-based compensation programs may be determined to be antidilutive based on the application of the treasury stock method. Potential common shares are also considered antidilutive in the event of net loss from operations.

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The number of potential shares outstanding that were considered antidilutive using the treasury stock method and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding are as follows (in thousands):

	Three Months Ended March 31,
	2018	2017
Anti-dilutive stock options and other awards	1,097	908
Anti-dilutive stock options and other awards under deferred share-based compensation programs excluded based on reporting of net loss for the period	898	—
Total common stock equivalents excluded from diluted earnings per share computation	1,995	908

9. Income Taxes

Income Tax Expense

For the three months endedMarch 31, 2018, the Company recorded income tax benefit of $9.0 million, representing an effective tax rate of 26.8%. The effective tax rate for the three months endedMarch 31, 2018 varied from the U.S. federal statutory income tax rate of 21.0% primarily due to: (i) research tax credits in foreign jurisdictions; (ii) a decrease in unrecognized tax benefits; and (iii) a valuation allowance change on domestic deferred tax assets.

For the three months endedMarch 31, 2017, the Company recorded income tax expense of $7.1 million, representing an effective tax rate of 25.2%. The effective tax rate for the three months endedMarch 31, 2017 was lower than the U.S. federal statutory income tax rate of 35.0% primarily due to: (i) income earned in various international tax jurisdictions that apply lower income tax rates; (ii) research tax credits; and (iii) discrete tax adjustments related to excess tax benefits on share-based compensation payments.

Unrecognized Tax Benefits

The Company's gross unrecognized tax benefits, exclusive of associated interest and penalties, were $42.4 million and $43.7 million as of March 31, 2018 and December 31, 2017, respectively. The decrease of $1.3 million during the three months endedMarch 31, 2018 was due to the settlement of a tax audit in a foreign jurisdiction.

Tax Cuts and Jobs Act of 2017

The Company’s accounting for the effects of the Tax Act is incomplete as of March 31, 2018. However, as discussed in “Note 12 - Income Taxes” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Company was able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and remeasurement of net deferred tax assets. The Company did not make any additional measurement-period adjustments related to these items during the three months endedMarch 31, 2018, because the Company has not completed its analysis of the components of the computation, including: (i) the amount of foreign earnings subject to the U.S. income tax; (ii) the portion of foreign earnings held in cash or other specified assets; and (iii) the state tax treatment of the provisions of the Tax Act. The Company is continuing to gather additional information for these items and expects to complete its accounting within the prescribed measurement period.

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10. Revenue from Contracts with Customers

Service Revenue

The Company adopted ASC 606 - Revenue from Contracts with Customers and all the related amendments (“new revenue standard” or “ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605 - Revenue Recognition and other authoritative guidance in effect for this period. In accordance with ASC 606, revenue is now recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.

A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue, when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.

The majority of the Company's revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of the Company’s performance obligations, and associated revenue, are transferred to the customer over time. The Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. The Company is also reimbursed for certain third party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based on the assessment of the Company’s anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future.

Most of the Company's contracts can be terminated by the customer without cause with a 30-day notice. In the event of termination, the Company's contracts generally provide that the customer pay the Company for: (i) fees earned through the termination date; (ii) fees and expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company’s long term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition purposes.

Changes in the scope of work are common, especially under long-term contracts, and generally result in a renegotiation of future contract pricing terms and change in contract transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the Company’s contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification.

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Contract Balances

Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at the end of each reporting period.

Capitalized Costs

The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment because these costs are incurred in obtaining contracts that have a term greater than one year. The Company amortizes these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses obtainment costs for contracts that have a term of one year or less.

Additionally, certain recruiting and training costs within the selling solutions services offering are incurred prior to deployment of the contract field promotion teams that are reimbursed by the customer. These costs are capitalized and amortized ratably from the deployment date through the end of the accounting contract term. Capitalized costs and the related amortization are as follows (in thousands):

	March 31, 2018
Capitalized costs incurred to obtain or fulfill contracts with customers	$	20,973

	Three Months Ended March 31, 2018
Amortization of capitalized costs	$	3,134

Clinical Solutions

The Company’s Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company provides biopharmaceutical program development services through the Full Service Clinical Development (“Full Service”) platform, discrete services for any part of a customer clinical trial through a Functional Service Provider offering, Early Stage services, and Real World and Late Phase services. The services provided via the Full Service platform generally span several years and a significant benefit to the customer is provided by integrating those services provided by the Company’s employees as well as those performed by third parties.

As the Company provides a significant benefit to the customer of integrating the services provided by the Full Service offering, there is one performance obligation for revenue recognition purposes. Revenue is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through costs.

The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (“series”). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.

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The estimate of total revenue and costs at completion requires significant judgment. Contract estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch up basis in the period they become known.

Unsatisfied Performance Obligations

As of March 31, 2018, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with a contract term greater than one year and which are not accounted for as a series pursuant to ASC 606 was $4.86 billion. This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is presented net of any constraints and as a result, is lower than the potential contractual revenue. Specifically, certain contracts which do not commence within a certain period of time require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control. Accordingly, such contracts have been excluded from the unsatisfied performance obligations balance presented above.

Commercial Solutions

The Company’s Commercial Solutions segment provides a broad suite of complementary commercialization services including selling solutions, communications (advertising and public relations), and consulting services. The largest of the service offerings within the Commercial Solutions segment relates to selling solutions. Selling solutions contracts are comprised of a single performance obligation that represents a series of daily outsourced detailing services to promote and sell commercial products on behalf of a customer.

The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.

Pass-through and out-of-pocket costs are recognized in service revenue in the unaudited condensed consolidated income statement as incurred. Certain media purchases and the related reimbursements are recorded on a net basis in the unaudited condensed consolidated income statement as such activities are controlled by the customer.

The Commercial Solutions segment does not have material unsatisfied performance obligations that are required to be disclosed under ASC 606 because the contracts are short-term in nature or represent a series pursuant to ASC 606.

Timing of Billing and Performance

Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable, unbilled accounts receivable, contract assets and contract liabilities on the unaudited condensed consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual milestones. Billings generally occur subsequent to revenue recognition, resulting in recording of: (i) unbilled accounts receivable in instances where the right to bill is contingent solely on the passage of time (e.g., in the following month); and (ii) contract assets in instances where the right to bill is associated with a contingency (e.g., achievement of a milestone). Cash payments received in advance of the Company’s performance result in recording of contract liabilities which are liquidated as revenue is recognized.

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Contract assets and liabilities are recorded net on a contract-by-contract basis at the end of each reporting period. The changes in contract assets and liabilities balances generally reflect: (i) revenue recognized in the current period from services completed in prior periods, including adjustments attributable to changes in estimates such as estimated total contract costs; (ii) contract modifications on long-term fixed price contracts executed in the current period, which result in changes to the transaction price; and (iii) revenue recognized related to advance billings recorded as of January 1, 2018.

Impact of Adopting ASC 606

The Company adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date, with the impact primarily related to the performance obligations related to the Full Service customer clinical trials in the Clinical Solutions segment.

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As a result of applying the modified retrospective method to adopt the new accounting guidance, the following adjustments were made to the unaudited condensed consolidated balance sheet as of January 1, 2018 (in thousands):

	As Reported			Adjustments			Adjusted
	December 31, 2017			ASC 606 Adoption			January 1, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	321,262		$	—		$	321,262
Restricted cash	714			—			714
Accounts receivable billed, net	642,985			—			642,985
Accounts receivable unbilled	373,003			(152,644		)	220,359
Contract assets	—			94,567			94,567
Prepaid expenses and other current assets	84,215			19,452			103,667
Total current assets	1,422,179			(38,625		)	1,383,554
Property and equipment, net	180,412			—			180,412
Goodwill	4,292,571			—			4,292,571
Intangible assets, net	1,286,050			—			1,286,050
Deferred income tax assets	20,159			5,857			26,016
Other long-term assets	84,496			12,601			97,097
Total assets	$	7,285,867		$	(20,167	)	$	7,265,700
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	58,575		$	—		$	58,575
Accrued liabilities	500,303			49,611			549,914
Contract liabilities	559,270			34,075			593,345
Current portion of capital lease obligations	16,414			—			16,414
Current portion of long-term debt	25,000			—			25,000
Total current liabilities	1,159,562			83,686			1,243,248
Capital lease obligations, non-current	20,376			—			20,376
Long-term debt, non-current	2,945,934			—			2,945,934
Deferred income tax liabilities	37,807			(8,355		)	29,452
Other long-term liabilities	99,609			3,317			102,926
Total liabilities	4,263,288			78,648			4,341,936
Shareholders' equity:
Preferred stock	—			—			—
Common stock	1,044			—			1,044
Additional paid-in capital	3,414,389			—			3,414,389
Accumulated other comprehensive loss, net of tax	(22,385		)	—			(22,385		)
Accumulated deficit	(370,469		)	(98,815		)	(469,284		)
Total shareholders' equity	3,022,579			(98,815		)	2,923,764
Total liabilities and shareholders' equity	$	7,285,867		$	(20,167	)	$	7,265,700

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The following table compares the reported unaudited condensed consolidated statement of operations for the three months endedMarch 31, 2018 to the amounts as if the previous revenue recognition guidance remained in effect for the three months endedMarch 31, 2018 (in thousands, except per share amounts):

	Three Months Ended March 31, 2018
	ASC 606 As Reported			ASC 605 As Adjusted
Service revenue	$	1,057,196		$	760,058
Reimbursable out-of-pocket expenses	—			310,098
Total revenue	1,057,196			1,070,156
Direct costs (exclusive of depreciation and amortization)	532,057			536,888
Reimbursable out-of-pocket expenses	308,766			310,098
Selling, general, and administrative	99,259			99,716
Restructuring and other costs	13,707			13,707
Transaction and integration-related expenses	25,211			25,211
Depreciation	18,028			18,028
Amortization	49,993			49,993
Total operating expenses	1,047,021			1,053,641
Income from operations	10,175			16,515
Other expense, net:
Interest income	839			839
Interest expense	(31,736		)	(31,736		)
Loss on extinguishment of debt	(248		)	(248		)
Other expense, net	(12,554		)	(12,554		)
Total other expense, net	(43,699		)	(43,699		)
Loss before provision for income taxes	(33,524		)	(27,184		)
Income tax benefit	8,972			8,177
Net loss	$	(24,552	)	$	(19,007	)
Loss per share attributable to common shareholders:
Basic	$	(0.24	)	$	(0.18	)
Diluted	$	(0.24	)	$	(0.18	)
Weighted average common shares outstanding:
Basic	104,449			104,449
Diluted	104,449			104,449

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The following is a summary of the significant changes in the Company’s unaudited condensed consolidated statement of operations as a result of adopting ASC 606 on January 1, 2018, compared to the amounts as if the Company had continued to report its results under ASC 605:

• ASC 606 delayed the recognition of revenue principally related to Full Service customer clinical trials in the Company’s Clinical Solutions segment as revenue was previously recognized when contractual items (i.e. “units”) were delivered or on a proportional performance basis, generally using output measures of progress specific to the services provided, such as site or investigator recruitment, patient enrollment and data management. These measures excluded reimbursed investigator payments, other pass-through costs, and out-of-pocket expenses, which were recognized as incurred and presented separately as a component of total revenue in the unaudited condensed consolidated statement of operations. Pursuant to the adoption of ASC 606, the majority of revenue recognized related to Full Service customer clinical trials is accounted for using project costs as an input measure of progress, and includes reimbursable pass-through costs and out-of-pocket expenses.

• ASC 606 delayed the recognition of revenue in the Company’s Commercial Solutions segment as certain costs to recruit and train the contract field promotion teams, and revenue for the related reimbursements, are deferred and amortized over the contract term under ASC 606. These amounts were previously recognized as each separate service was delivered to the customer. These delays were partially offset by the acceleration of revenue recognition on certain incentive fee programs that were previously recognized upon customer approval.

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The following table compares the reported unaudited condensed consolidated balance sheets as of March 31, 2018 to the amounts as if the previous revenue recognition guidance remained in effect as of March 31, 2018 (in thousands):

	March 31, 2018
	ASC 606 As Reported			ASC 605 As Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	186,719		$	186,719
Restricted cash	2,236			2,236
Accounts receivable billed, net	600,796			600,796
Accounts receivable unbilled	392,536			578,043
Contract assets	111,934			—
Prepaid expenses and other current assets	94,291			72,981
Total current assets	1,388,512			1,440,775
Property and equipment, net	173,051			173,051
Goodwill	4,306,244			4,306,244
Intangible assets, net	1,241,709			1,241,709
Deferred income tax assets	27,709			21,617
Other long-term assets	104,679			92,402
Total assets	$	7,241,904		$	7,275,798
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	69,500		$	69,500
Accrued liabilities	518,383			466,185
Contract liabilities	643,338			617,236
Current portion of capital lease obligations	15,889			15,889
Current portion of long-term debt	31,250			31,250
Total current liabilities	1,278,360			1,200,060
Capital lease obligations, non-current	15,607			15,607
Long-term debt, non-current	2,908,366			2,908,366
Deferred income tax liabilities	22,265			31,536
Other long-term liabilities	110,047			106,500
Total liabilities	4,334,645			4,262,069
Shareholders' equity:
Preferred stock	—			—
Common stock	1,038			1,038
Additional paid-in capital	3,394,586			3,394,586
Accumulated other comprehensive income, net of tax	15,822			17,932
Accumulated deficit	(504,187		)	(399,827		)
Total shareholders' equity	2,907,259			3,013,729
Total liabilities and shareholders' equity	$	7,241,904		$	7,275,798

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The following is a summary of the significant changes in the Company’s unaudited condensed consolidated balance sheets as a result of adopting ASC 606 on January 1, 2018, compared to the amounts as if the Company had continued to report its results under ASC 605:

• The reported assets were less than the total assets that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to unbilled accounts receivable and contract assets being derecognized on certain Clinical Solutions contracts for which ASC 606 adoption delayed revenue recognition, partially offset by the deferral of certain recruiting and training costs in Commercial Solutions contracts and capitalized sales commissions. The reported liabilities were greater than the total liabilities that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to advances and deferred revenue in excess of contract assets that are required to be presented net on a contract-by-contract basis.

• The adoption of ASC 606 primarily resulted in a revenue recognition delay as of January 1, 2018, which resulted in an increase of the Company’s deferred tax asset position. As the Company records full reserves for its net federal deferred tax assets in the United States, a portion of the impact was offset by a corresponding increase to the valuation allowance against the deferred tax asset position.

The adoption of ASC 606 had no net impact on the Company’s cash flows from operations.

11. Segment Information

During the third quarter of 2017, the Company realigned its operating segments as a result of the Merger to reflect the current structure under which performance is evaluated, strategic decisions are made and resources are allocated. As a result of this realignment, effective August 1, 2017, the Company began evaluating its financial performance based on two reportable segments: Clinical Solutions and Commercial Solutions. Historical segment reporting has been revised to reflect these changes to the Company’s segment structure.

Each reportable business segment is comprised of multiple service offerings that, when combined, create a fully integrated biopharmaceutical solutions organization. Clinical Solutions offers a variety of services spanning Phase I to Phase IV of clinical development, including full-service global studies, as well as individual service offerings such as clinical monitoring, investigator recruitment, patient recruitment, data management, and study startup to assist customers with their drug development process. Commercial Solutions provides commercialization services to the pharmaceutical, biotechnology, and healthcare industries, which include outsourced selling solutions, communication solutions (public relations and advertising), and consulting related services.

The Company’s Chief Operating Decision Maker (“CODM”) reviews segment performance and allocates resources based upon segment revenue and income from operations. Beginning in 2018, as a result of the Company’s adoption of ASC 606, revenue and costs for reimbursed out-of-pocket expenses are allocated to the Company’s segments. Prior to 2018, revenue and costs for reimbursed out-of-pocket expenses were not allocated to the Company’s segments. Inter-segment revenue is eliminated from the segment reporting presented to the CODM and is not included in the segment revenue presented in the table below. Certain costs are not allocated to the Company’s reportable segments and are reported as general corporate expenses. These costs primarily consist of share-based compensation and general operating expenses associated with the Company’s senior leadership, finance, Board of Directors, investors relations, and internal audit functions. The Company does not allocate depreciation, amortization, restructuring, or transaction and integration-related costs to its segments. Additionally, the CODM reviews the Company’s assets on a consolidated basis and the Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance or allocating resources.

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Information about reportable segment operating results is as follows (in thousands):

	Three Months Ended March 31,
	2018		2017
Revenue:
Clinical Solutions service revenue	$	786,839	$	249,497
Commercial Solutions service revenue	270,357		2,581
Total segment service revenue	1,057,196		252,078
Reimbursable out-of-pocket expenses not allocated to segments	—		129,840
Total consolidated revenue	$	1,057,196	$	381,918
Segment direct costs:
Clinical Solutions	$	353,893	$	149,887
Commercial Solutions	174,412		2,235
Total segment direct costs	528,305		152,122
Reimbursable out-of-pocket expenses:
Clinical Solutions	$	261,478	$	—
Commercial Solutions	47,288		—
Total segment reimbursable out-of-pocket expenses	308,766		—
Segment selling, general, and administrative expenses:
Clinical Solutions	$	65,946	$	36,790
Commercial Solutions	19,518		—
Total segment selling, general, and administrative expenses	85,464		36,790
Segment operating income:
Clinical Solutions	$	105,522	$	62,820
Commercial Solutions	29,139		346
Total segment operating income	134,661		63,166
Operating expenses not allocated to segments:
Reimbursable out-of-pocket expenses not allocated to segments	$	—	$	129,840
Corporate selling, general, and administrative expenses not allocated to segments	9,759		5,038
Share-based compensation included in direct costs not allocated to segments	3,752		2,713
Share-based compensation included in selling, general, and administrative expenses not allocated to segments	4,036		3,106
Restructuring and other costs	13,707		1,927
Transaction and integration-related expenses	25,211		2
Depreciation and amortization	68,021		15,628
Total consolidated income from operations	$	10,175	$	34,752

12. Operations by Geographic Location

The Company conducts its global operations through wholly-owned subsidiaries and representative sales offices. Prior to the Merger, service revenue was attributed to geographical locations based upon the location to which the Company invoiced the end customer. Following the Merger, the Company began to attribute service revenues to geographical locations based upon the location of where the work is performed to reflect its expanded geographic presence and increased scale of operations. All prior periods have been recast to reflect the effect of this change.

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The following table summarizes information about revenue by geographic area (in thousands and with all intercompany transactions eliminated):

	Three Months Ended March 31,
	2018		2017
Revenue:
North America (a)	$	731,766	$	142,759
Europe, Middle East, and Africa	228,837		80,012
Asia-Pacific	77,980		20,209
Latin America	18,613		9,098
Total service revenue	1,057,196		252,078
Reimbursable-out-of-pocket expenses	—		129,840
Total revenue	$	1,057,196	$	381,918

(a)Service revenue for the North America region includes revenue attributable to the United States of $696.4 million and $136.3 million, or 65.9% and 54.1% of service revenue, for the three months endedMarch 31, 2018 and March 31, 2017, respectively. No other country represented more than 10% of service revenue for any period.

Long-lived assets by geographic area for each period were as follows (in thousands and all intercompany transactions have been eliminated):

	March 31, 2018		December 31, 2017
Property and equipment, net:
North America (a)	$	127,171	$	136,101
Europe, Middle East and Africa	27,733		25,517
Asia-Pacific	13,879		14,700
Latin America	4,268		4,094
Total property and equipment, net	$	173,051	$	180,412

^(a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $120.4 million and $128.5 million as of March 31, 2018 and December 31, 2017, respectively.

13. Concentration of Credit Risk

The Company maintains cash depository accounts with several financial institutions worldwide and is exposed to credit risk related to the potential inability to access liquidity in financial institutions where its cash and cash equivalents are concentrated. The Company has not historically incurred any losses with respect to these balances and believes that they bear minimal credit risk.

As of March 31, 2018, the amount of cash and cash equivalents held outside the United States by the Company’s foreign subsidiaries was $62.1 million, or 33% of the total consolidated cash and cash equivalents balance. As of December 31, 2017, the amount of cash and cash equivalents held outside the United States by the Company’s foreign subsidiaries was $192.0 million, or 60% of the total consolidated cash and cash equivalents balance.

During the three months endedMarch 31, 2018, one customer accounted for approximately 11% of the Company’s total consolidated service revenue (including reimbursable out-of-pocket expenses as a result of the adoption of ASC 606 described in “Note 10 - Revenue from Contracts with Customers”). No single customer accounted for greater than 10% of the Company’s total consolidated service revenue for the three months endedMarch 31, 2017.

As of March 31, 2018 and December 31, 2017, one customer accounted for approximately 13% of the Company’s billed accounts receivable, unbilled accounts receivable, and contract assets balances.

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14. Related-Party Transactions

For the three months endedMarch 31, 2018, the Company incurred reimbursable out-of-pocket expenses of $0.2 million for professional services obtained from a provider whose significant shareholder was also a significant shareholder of the Company. No related-party revenue was recorded for the three months endedMarch 31, 2018. There were no related party transactions for the three months endedMarch 31, 2017.

15. Commitments and Contingencies

Legal Proceedings

Through the Merger, the Company became a party to a lawsuit initiated and outstanding against inVentiv prior to the Merger. On October 31, 2013, Cel-Sci Corporation (“Claimant”) made a demand for arbitration under a Master Services Agreement (the “MSA”), dated as of April 6, 2010 between Claimant and two of the Company’s subsidiaries, inVentiv Health Clinical, LLC (formerly known as PharmaNet, LLC) and PharmaNet GmbH (currently known as inVentiv Health Switzerland GmbH and formerly known as PharmaNet AG) (collectively, “PharmaNet”). Under the MSA and related project agreement, which were terminated by Claimant in April 2013, Claimant engaged PharmaNet in connection with a Phase III Clinical Trial of its investigational drug. The arbitration claim alleges (i) breach of contract, (ii) fraud in the inducement, and (iii) common law fraud on the part of PharmaNet, and seeks damages of at least $50.0 million. In December 2013, inVentiv Health Clinical, LLC filed a counterclaim against Claimant that alleges breach of contract and seeks at least $2.0 million in damages. The matter proceeded to the discovery phase. In January 2015, inVentiv Health Clinical, LLC filed additional counterclaims against Claimant that allege (i) breach of contract, (ii) opportunistic breach, restitution and unjust enrichment, and (iii) defamation, and seek at least $2.0 million in damages and $20.0 million in other equitable remedies. The arbitration hearings have completed, and the parties are now awaiting a decision by the arbitrator. The Company continues to maintain its position in this matter. In the Company’s opinion, the ultimate outcome of this matter, net of liabilities accrued on the Company’s balance sheet, is not expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

Self-Insurance Reserves

The Company is self-insured for certain losses relating to health insurance claims for the majority of its employees located within the United States. Additionally, the Company maintains certain self-insurance retention limits related to automobile and workers’ compensation insurance. As of March 31, 2018 and December 31, 2017, the total accrual for self-insurance reserves was $20.8 million and $16.6 million, respectively.

Assumed Contingent Tax-Sharing Obligations

As a result of the Merger, the Company assumed contingent tax-sharing obligations arising from inVentiv’s 2016 merger with Double Eagle Parent, Inc. As of March 31, 2018 and December 31, 2017, the estimated fair value of the assumed contingent tax-sharing obligations was $51.7 million and $50.5 million, respectively. For additional information regarding the assumed contingent tax-sharing obligations, refer to “Note 3 - Business Combinations.”

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16. Subsequent Events

Repricing Amendment to Credit Agreement

On May 4, 2018, the Company entered into Amendment No. 1 (the “Repricing Amendment”) to the Credit Agreement dated August 1, 2017 (the “Credit Agreement”), among the Company; the lenders party thereto; Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as Administrative Agent; and each of the other parties thereto. The Repricing Amendment, among other things, modifies the terms of the Credit Agreement to:

(1) reduce by 0.25% overall the applicable margins for alternate base rate (“ABR”) loans and Adjusted Eurocurrency Rate loans with respect to both Term Loan A and Term Loan B, resulting in:

(i) for Term Loan A, a margin spread of (a) 0.25% to 0.50% for ABR loans and (b) 1.25% to 1.50% for Adjusted Eurocurrency Rate loans (with the specific applicable margins determined by reference to the First Lien Leverage Ratio), and

(ii) for Term Loan B, a margin spread of (a) 0.75% to 1.00% for ABR loans and (b) 1.75% to 2.00% for Adjusted Eurocurrency Rate loans (with the specific applicable margins determined by reference to the Secured Leverage Ratio as modified so that the higher rate applies when the Secured Leverage Ratio is greater than 2.75 to 1.00); and

(2) reset the period in which a prepayment premium with respect to Term Loan B is required for a “Repricing Transaction” (as defined in the Credit Agreement) to six months after the closing date of the Repricing Amendment.

In connection with the execution of the Repricing Amendment, the Company paid certain fees and expenses to Credit Suisse and ING Capital LLC, as lead arrangers. As of May 4, 2018, $1.53 billion of Term Loan B principal were outstanding and $987.5 million of the Term Loan A principal was outstanding.

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

Forward Looking Statements

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

In addition to historical condensed consolidated financial information, the following discussion contains forward-looking statements that reflect, among other things, our current expectations and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements and should be evaluated as such. Without limiting the foregoing, the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “should,” “targets,” “will” and the negative thereof, and similar words and expressions are intended to identify forward-looking statements. Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information.

We caution you that any such forward-looking statements are further qualified by important factors that could cause our actual operating results to differ materially from those in the forward-looking statements, including without limitation, regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following: risks associated with the integration of our business with the business of inVentiv and our operation of the combined business following the closing of the Merger; the need to hire, develop, and retain key personnel; the impact of potentially underpricing our contracts, overrunning our cost estimates, or failing to receive approval for or experiencing delays with documentation of change orders; the impact of unfavorable economic conditions, including the uncertain economic environment, changes in exchange rates, and effective income tax rate fluctuations; our potential failure to generate a large number of new business awards and the risk of delay, termination, reduction in scope, or failure to go to contract of our business awards; our potential failure to convert backlog to revenue; the cyber-security and other risks associated with our information systems infrastructure; any adverse effects from customer or therapeutic area concentration; the risks associated with doing business internationally; the impact of adoption of the new accounting standard of recognizing revenue from customers; impact of the Tax Act; our potential failure to successfully increase our market share, grow our business, and execute our growth strategies; our failure to perform our services in accordance with contractual requirements, regulatory standards, and ethical considerations; the risk of litigation and personal injury claims; the risks associated with potential future acquisitions or investments in our customers’ businesses or drugs; the impact of changes in government regulations and healthcare reform; and our ability to service our substantial indebtedness. For a further discussion of the risks relating to our business, see “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Overview of Our Business and Services

Syneos Health, Inc. (the “Company,” “we,” “us,” and “our”) is a leading global biopharmaceutical services organization comprised of an end-to-end clinical contract research organization (“CRO”) and contract commercial organization (“CCO”). We offer both standalone and integrated biopharmaceutical development and commercialization services ranging from Phase I to Phase IV clinical trial services to services associated with the commercialization of biopharmaceutical products. Our customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries, and our revenue is derived through a broad suite of services designed to enhance our customers’ ability to successfully develop, launch, and market their products. We consistently and

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predictably deliver our services in a complex environment and offer a proprietary, operational approach to the delivery of our projects through our Trusted Process^® methodology.

On August 1, 2017, we completed a merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc. under the terms of the merger agreement, dated May 10, 2017 (the “Merger Agreement”). Upon closing, inVentiv was merged with and into us, and the separate corporate existence of inVentiv ceased. See further discussion in “Note 3 - Business Combinations” to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional details on the Merger.

Following the Merger, we realigned our operating segments to reflect the current structure under which we evaluate our performance, make strategic decisions, and allocate resources. As a result of this realignment, effective August 1, 2017, we began managing our business through two reportable segments: Clinical Solutions and Commercial Solutions.

Our Clinical Solutions segment offers a variety of services spanning Phase I to Phase IV of clinical development, including full-service global studies, as well as individual service offerings such as clinical monitoring, investigator recruitment, patient recruitment, data management, and study startup to assist customers with their drug development process. Our Commercial Solutions segment provides the pharmaceutical, biotechnology, and healthcare industries with commercialization services which include outsourced selling solutions, communication solutions (public relations and advertising), and consulting services. Our management reviews segment performance and allocates resources based upon segment revenue and segment operating income. Historical segment reporting has been revised to reflect these changes to our segment structure. Prior to the Merger, our Commercial Solutions segment consisted solely of a consulting offering. See further discussion in “Note 11 - Segment Information” to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

For financial information regarding revenue and long-lived assets by geographic area, see “Note 12 - Operations by Geographic Location” to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

New Business Awards and Backlog

We add new business awards to backlog when we enter into a contract or when we receive a written commitment from the customer selecting us as a service provider, provided that:

• the customer has received appropriate internal funding approval and collection of the award value is probable;

• the project or projects are not contingent upon completion of another trial or event;

• the project or projects are expected to commence within a certain period of time from the end of the quarter in which the award was granted;

• the customer has entered or intends to enter into a comprehensive contract as soon as practicable; and

• for awards related to our FSP offering, only a maximum of twelve months of services are included.

In addition, we continually evaluate our backlog to determine if any of the previously awarded work is no longer expected to be performed, regardless of whether we have received formal cancellation notice from the customer. If we determine that any previously awarded work is no longer probable of being performed, we remove the value from our backlog based on the risk of cancellation. We recognize revenue from these awards as services are performed, provided we have entered into a contractual commitment with the customer.

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We currently report new business awards for our Clinical Solutions and Commercial Solutions segments and backlog for our Clinical Solutions segment and the selling solutions service offering within our Commercial Solutions segment. We do not currently report backlog data for the remaining service offerings in the Commercial Solutions segment.

Beginning on January 1, 2018 we adopted the ASC 606 revenue recognition standard and as a result, we no longer present service revenue and revenue associated with reimbursable out-of-pocket expenses separately in the statements of operations as, under ASC 606, they represent a single performance obligation and separate presentation is no longer permitted. However, revenue associated with reimbursable out-of-pocket expenses represents expenses which are passed through and reimbursed by our customers at actual cost. These expenses fluctuate significantly from period to period based on the timing of program initiation or closeout and the mix of program complexity, and therefore anticipated timing associated with this type of revenue is not predictable. As a result, we have not adjusted our backlog or net new business awards information included below to incorporate revenue associated with reimbursable out-of-pocket expenses and have instead presented these metrics as if the previous accounting guidance (ASC 605) had been in effect.

Backlog

Our backlog consists of anticipated future fee revenue from business awards that either have not started but are anticipated to begin in the future (as noted above), or that are in process and have not been completed. Our backlog also reflects any cancellation or adjustment activity related to these contracts. The average duration of our contracts will fluctuate from period to period in the future based on the contracts comprising our backlog at any given time. The majority of our contracts can be terminated by the customer with a 30-day notice.

The following table sets forth backlog as of the following dates under ASC 605 (in millions):

	Balance at March 31,
	2018		2017		Change
Clinical Solutions	$	3,813.7	$	1,884.5	$	1,929.2	102.4	%
Commercial Solutions - Selling Solutions (a)	466.5		—		466.5		n/m
Total Backlog	$	4,280.2	$	1,884.5	$	2,395.7	127.1	%

^(a) Following our Merger with inVentiv and beginning January 1, 2018, we began reporting information related to backlog associated with the selling solutions service offering within our Commercial Solutions segment. This information is not presented for periods prior to 2018.

Included in backlog at March 31, 2018 is approximately $1.87 billion that we expect to recognize as service revenue in 2018. We adjust the amount of our backlog each quarter for the effects of fluctuations in foreign currency exchange rates.

We believe that our backlog and net new business awards might not be consistent indicators of future revenue because they have been, and likely will be, affected by a number of factors, including the variable size and duration of projects, many of which are performed over several years, and cancellations and changes to the scope of work during the course of projects. Additionally, projects may be canceled or delayed by the customer or regulatory authorities. We generally do not have a contractual right to the full amount of the awards reflected in our backlog. If a customer cancels an award, we generally have the right to be reimbursed for the costs we have incurred. As we increasingly compete for and enter into large contracts that are more global in nature, we expect that the rate at which our backlog and net new business awards convert into revenue is likely to decrease, and the duration of projects and the period over which related revenue is recognized to lengthen. In addition, our adoption of the new revenue recognition standard in 2018 may result in delays in revenue recognition. For more information about risks related to our backlog see Part I, Item 1A "Risk Factors—Risks Related to Our Business—Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue reflected in our backlog" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

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Net new business awards

The following table sets forth new business awards, net of cancellations of prior awards under ASC 605 (in millions):

	Three Months Ended March 31,
	2018		2017
Clinical Solutions	$	549.7	$	248.6
Commercial Solutions	322.4		—
Total net new business awards	$	872.1	$	248.6

Net new business awards for our Clinical Solutions segment were higher in the three months endedMarch 31, 2018, primarily due to the Merger. Effective January 1, 2018, we began reporting information related to net new business awards associated with our Commercial Solutions segment. This information is not presented for periods prior to 2018.

New business awards have varied and may continue to vary significantly from quarter to quarter. Fluctuations in our net new business award levels often result from the fact that we may receive a small number of relatively large orders in any given reporting period. Because of these large orders, our backlog and net new business awards in a reporting period may reach levels that are not sustainable in subsequent reporting periods.

Results of Operations

The following table sets forth amounts from our unaudited condensed consolidated financial statements along with the percentage changes (in thousands, except percentages):

	Three Months Ended March 31,
	2018			2017			Change
Service revenue	$	1,057,196		$	252,078		$	805,118		319.4	%
Reimbursable out-of-pocket expenses	—			129,840			(129,840		)	(100.0	)%
Total revenue	1,057,196			381,918			675,278			176.8	%
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)	532,057			154,835			377,222			243.6	%
Reimbursable out-of-pocket expenses	308,766			129,840			178,926			137.8	%
Selling, general, and administrative	99,259			44,934			54,325			120.9	%
Restructuring and other costs	13,707			1,927			11,780			611.3	%
Transaction and integration-related expenses	25,211			2			25,209			n/m
Depreciation and amortization	68,021			15,628			52,393			335.3	%
Total operating expenses	1,047,021			347,166			699,855			201.6	%
Income from operations	10,175			34,752			(24,577		)	(70.7	)%
Total other expense, net	(43,699		)	(6,445		)	(37,254		)	(578.0	)%
(Loss) income before provision for income taxes	(33,524		)	28,307			(61,831		)	(218.4	)%
Income tax benefit (expense)	8,972			(7,120		)	16,092			226.0	%
Net (loss) income	$	(24,552	)	$	21,187		$	(45,739	)	(215.9	)%

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Service Revenue

As a result of adopting the new revenue recognition standard on January 1, 2018, we no longer present service revenue and revenue associated with reimbursable out-of-pocket expenses separately in the statements of operations as, under the new revenue recognition standard, they represent a single performance obligation and separate presentation is no longer permitted.

For the three months endedMarch 31, 2018, service revenue increased by $805.1 million, or 319.4%, to $1,057.2 million from $252.1 million for the three months endedMarch 31, 2017. The inclusion of revenue associated with out-of-pocket expenses in service revenue in 2018 contributed to approximately 122.5% of the increase. Service revenue for the three months endedMarch 31, 2018 was comprised of fee revenue of $748.4 million and revenue associated with reimbursable out-of-pocket expenses of $308.8 million, compared to service revenue for the three months endedMarch 31, 2017 which represents fee revenue only of $252.1 million. Revenue associated with reimbursable out-of-pocket expenses for the three months endedMarch 31, 2017 was $129.8 million.

For the three months endedMarch 31, 2018, our service revenue increased compared to the same period in the prior year primarily as a result of: (i) the Merger with inVentiv in August 2017; and (ii) inclusion of revenue associated with reimbursable out-of-pocket expenses as a component of service revenue in 2018, as discussed above. This increase was partially offset by: (i) an $11.6 million unfavorable impact from adoption of ASC 606; (ii) a less favorable revenue mix due to lower customer contract modifications in our Clinical Solutions segment; and (iii) a reduction in revenue of approximately $3.8 million due to the fair value adjustments required by purchase accounting.

During the three months endedMarch 31, 2018, one customer accounted for 10.7% of our total consolidated service revenue (which includes revenue associated with reimbursable out-of-pocket expenses as a result of our adoption of ASC 606). No single customer accounted for greater than 10% of our total consolidated service revenue for the three months endedMarch 31, 2017. Service revenue from our top five customers accounted for approximately 23.6% and 31.0% of total consolidated service revenue for the three months endedMarch 31, 2018 and 2017, respectively.

Service revenue for each of our segments was as follows (in thousands, except percentages):

	Three Months Ended March 31,
	2018		% of total		2017		% of total		Change
Clinical Solutions	$	786,839	74.4	%	$	249,497	99.0	%	$	537,342	215.4	%
Commercial Solutions	270,357		25.6	%	2,581		1.0	%	267,776		n/m
Total service revenue	$	1,057,196			$	252,078			$	805,118	319.4	%

Clinical Solutions

Our Clinical Solutions segment is a leading global CRO that is therapeutically-focused and offers a variety of clinical development services spanning Phase I to Phase IV, including full-service global studies, as well as unbundled service offerings such as clinical monitoring, investigator recruitment, patient recruitment, data management, and study startup to assist customers with their drug development process. For the three months endedMarch 31, 2018, our Clinical Solutions segment generated service revenue of $786.8 million, representing approximately 74.4% of service revenue for the period. For the three months endedMarch 31, 2017, our Clinical Solutions segment generated service revenue of $249.5 million, representing approximately 99.0% of service revenue for the period.

For the three months endedMarch 31, 2018, our service revenue attributable to the Clinical Solutions segment increased compared to the same period in the prior year primarily due to: (i) the Merger with inVentiv in August 2017; and (ii) inclusion of revenue associated with reimbursable out-of-pocket expenses as a component of service revenue in 2018 according to the requirements of new revenue

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recognition standard, as discussed above. This increase was partially offset by a less favorable revenue mix due to lower customer contract modifications during the three months endedMarch 31, 2018.

Commercial Solutions

Our Commercial Solutions segment is a leading provider of a full suite of complementary commercialization services including outsourced field selling solutions, medication adherence, communications (public relations and advertising), and consulting services. For the three months endedMarch 31, 2018, our Commercial Solutions segment generated service revenue of $270.4 million, representing approximately 25.6% of service revenue for the period. For the three months endedMarch 31, 2017, our Commercial Solutions segment generated service revenue of $2.6 million, representing approximately 1.0% of service revenue for the period.

For the three months endedMarch 31, 2018, our service revenue attributable to the Commercial Solutions segment increased compared to the same periods in the prior year due to the Merger with inVentiv in August 2017. While our Commercial Solutions service revenue increased on a comparative basis due to the Merger, service revenue associated with this segment declined compared to the amounts reported by inVentiv in periods prior to the Merger, primarily as a result of project cancellations, and customer downsizing within our selling solutions and communications service offerings, along with lower new business awards in 2017 that reduced 2018 revenue.

Direct Costs and Reimbursable Out-of-Pocket Expenses

Direct costs and reimbursable out-of-pocket expenses were comprised of the following (in thousands, except percentages):

	Three Months Ended March 31,
	2018(a)			2017(b)			Change
Direct costs (exclusive of depreciation and amortization)	$	532,057		$	154,835		$	377,222		243.6	%
Reimbursable out-of-pocket expenses	308,766			129,840			178,926			137.8	%
Total direct costs and reimbursable out-of-pocket expenses	$	840,823		$	284,675		$	556,148		195.4	%
Percentage of service revenue	79.5		%	74.5		%	5.0		%	6.7	%
Gross margin percentage	20.5		%	38.6		%	(18.1		)%	(46.9	)%

^(a) As a result of the adoption of the new revenue recognition standard on January 1, 2018, we allocate reimbursable out-of-pocket expenses to our gross margin and the related percentage.

^(b) Prior to the adoption of the new revenue standard on January 1, 2018, reimbursable out-of-pocket expenses were not included in our calculation of gross margin and the related percentage.

Direct Costs

Direct costs consist principally of compensation and benefits expenses associated with our employees and other employee-related costs. While we can manage the majority of these costs relative to the amount of contracted services we have during any given period, direct costs as a percentage of service revenue may vary from period to period. Such fluctuations are due to a variety of factors, including, among others, (i) the level of staff utilization created by our ability to effectively manage our workforce, (ii) adjustments to the timing of work on specific customer contracts, (iii) the experience mix of personnel assigned to projects, and (iv) the service mix and pricing of our contracts. In addition, as global projects wind down or as delays and cancellations occur, staffing levels in certain countries or functional areas can become misaligned with the current business volume.

For the three months endedMarch 31, 2018, our direct costs increased by $377.2 million, or 243.6%, to $532.1 million from $154.8 million for the three months endedMarch 31, 2017. The increase was primarily driven by the Merger with inVentiv which increased our worldwide employee base by approximately 15,000 employees in August 2017, which resulted in an overall increase in direct costs

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compared to the prior year, primarily related to salaries, benefits, and incentive compensation expense. The following is a summary of the year-over-year fluctuation in components of direct costs (in thousands):

	Three Months Ended March 31, 2018 to 2017
Change in:
Salaries, benefits, and incentive compensation	$	328,979
Facilities and IT related costs	27,182
Other	21,061
Total	$	377,222

Reimbursable Out-of-Pocket Expenses

Reimbursable out-of-pocket expenses represent expenses typically not associated with our services which are passed through and reimbursed by our customers at actual cost. Such expenses are incurred within both our clinical and commercial businesses and are generally comprised of (i) physician and investigator fees, project management, data management and other site-facing study costs, (ii) travel-related expenses, (iii) certain compensation and bonuses of sales representatives and other project team personnel, and (iv) various vendor and third-party fees related to meetings, transportation, sales, marketing, communication, training, storage and other miscellaneous project expenses incurred under contracts. These expenses fluctuate significantly from period to period based on the timing of program initiation or closeout and the mix of program complexity, and do not necessarily change in direct correlation to fee revenue.

For the three months endedMarch 31, 2018, reimbursable out-of-pocket expenses increased by $178.9 million, or 137.8%, as compared to the three months endedMarch 31, 2017. This increase was primarily due to the Merger with inVentiv which resulted in the increase in the number of studies in which these expenses are incurred.

Clinical Solutions

Direct costs and reimbursable out-of-pocket expenses for our Clinical Solutions segment, excluding share-based compensation expense, were as follows (in thousands, except percentages):

	Three Months Ended March 31,
	2018(a)			2017(b)			Change
Direct costs	$	353,893		$	149,887		$	204,006		136.1	%
Reimbursable out-of-pocket expenses	261,478			—			$	261,478		n/m
Total segment direct costs and reimbursable out-of-pocket expenses	$	615,371		$	149,887		$	465,484		310.6	%
Percentage of service revenue	58.2		%	59.5		%	(1.3		)%
Gross margin percentage	21.8		%	39.9		%	(18.1		)%

^(a) As a result of the adoption of the new revenue recognition standard on January 1, 2018, we allocate reimbursable out-of-pocket expenses to our operating segments.

^(b) Prior to the adoption of the new revenue standard on January 1, 2018, reimbursable out-of-pocket expenses were not allocated to operating segments and therefore are not presented in segment related disclosures for periods prior to 2018.

For the three months endedMarch 31, 2018 and 2017, direct costs associated with our Clinical Solutions segment were $353.9 million and $149.9 million, respectively, or 67.0% and 98.5%, respectively, of segment direct costs. For the three months endedMarch 31, 2018, Clinical Solutions direct costs increased by $204.0 million, or 136.1%, as compared to the three months endedMarch 31, 2017. The increases in direct costs associated with our Clinical Solutions segment was primarily due to the overall

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increase in personnel costs as a result of the Merger, as well as costs incurred with respect to the underutilized staff retained in anticipation of work that was delayed.

For the three months endedMarch 31, 2018, reimbursable out-of-pocket expenses associated with our Clinical Solutions segment were $261.5 million, representing approximately 84.7% of the total reimbursable out-of-pocket expenses for the period.

Clinical Solutions gross margin was 21.8% for the three months endedMarch 31, 2018, compared to 39.9% for the three months endedMarch 31, 2017. Gross margin declined in the first quarter of 2018 compared to the first quarter of 2017 primarily due to: (i) inclusion of revenue associated with reimbursable out-of-pocket expenses as a component of service revenue in 2018, which accounted for approximately 10.8% of the decrease; (ii) the mix of customers and service offerings added as a result of the Merger having lower gross margin profile compared to our historical mix of customers and services; (iii) a less favorable revenue mix due to lower customer contract modifications; and (iv) elimination of $3.4 million of revenue from 2018 results due to purchase accounting requirements that otherwise would have been recognized by inVentiv. Specifically, inVentiv’s legacy Clinical Solutions business has historically had a higher proportion of contracts from the top 20 biopharmaceutical companies and a higher proportion of FSP services revenue, both of which typically have a lower margin profile than our historical mix of customers and services.

Commercial Solutions

Direct costs and reimbursable out-of-pocket expenses for our Commercial Solutions segment, excluding share-based compensation expense, were as follows (in thousands, except percentages):

	Three Months Ended March 31,
	2018(a)			2017(b)			Change
Direct costs	$	174,412		$	2,235		$	172,177		n/m
Reimbursable out-of-pocket expenses	47,288			—			$	47,288		n/m
Total segment direct costs and reimbursable out-of-pocket expenses	$	221,700		$	2,235		$	219,465		n/m
Percentage of service revenue	21.0		%	0.9		%	20.1		%
Gross margin percentage	18.0		%	13.4		%	4.6		%

^(a) As a result of the adoption of the new revenue recognition standard on January 1, 2018, we allocate reimbursable out-of-pocket expenses to our operating segments.

^(b) Prior to the adoption of the new revenue standard on January 1, 2018, reimbursable out-of-pocket expenses were not allocated to operating segments and therefore are not presented in segment related disclosures for fiscal periods prior to 2018.

For the three months endedMarch 31, 2018, direct costs associated with our Commercial Solutions segment were $174.4 million, representing approximately 33.0% of segment direct costs for the period. For the three months endedMarch 31, 2017, direct costs associated with our Commercial Solutions segment were $2.2 million, representing approximately 1.5% of segment direct costs for the period. The increase in direct costs associated with our Commercial Solutions segment was primarily due to the 2017 Merger with inVentiv.

For the three months endedMarch 31, 2018, reimbursable out-of-pocket expenses associated with our Commercial Solutions segment were $47.3 million, representing approximately 15.3% of total reimbursable out-of-pocket expenses for the period.

The Commercial Solutions gross margin was 18.0% for the three months endedMarch 31, 2018, compared to 13.4% for the three months endedMarch 31, 2017.

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Selling, General, and Administrative Expenses

Selling, general, and administrative expenses were as follows (in thousands, except percentages):

	Three Months Ended
	March 31, 2018			March 31, 2017			Change
Selling, general, and administrative	$	99,259		$	44,934		$	54,325	120.9	%
Percentage of service revenue	9.4		%	17.8		%

Selling, general, and administrative expenses increased by $54.3 million, or 120.9%, to $99.3 million for the three months endedMarch 31, 2018 from $44.9 million for the three months endedMarch 31, 2017. This increase was primarily due to the Merger with inVentiv in August 2017 which increased our overall expenses, including an increase to our employee base by approximately 15,000 employees.

The following is a summary of the year-over-year fluctuation in components of selling, general, and administrative expenses (in thousands):

	Three Months Ended March 31, 2018 to 2017
Change in:
Salaries, benefits, and incentive compensation	$	35,617
Professional services fees	11,513
Other expenses	7,195
Total	$	54,325

Selling, general, and administrative expenses as a percentage of service revenue were 9.4% for the three months endedMarch 31, 2018, compared to 17.8% for the three months endedMarch 31, 2017. Of the decrease from the comparable quarter in the prior year, approximately 3.9% related to the inclusion of reimbursable out-of-pocket expenses as a component of service revenue in 2018 as required by the new revenue recognition standard.

Restructuring and Other Costs

Restructuring and other costs were $13.7 million for the three months endedMarch 31, 2018. In connection with the Merger, we established a restructuring plan to eliminate redundant positions and reduce our facility footprint worldwide. We expect to continue our ongoing evaluations of our workforce and facilities infrastructure needs through 2020 in an effort to optimize our resources worldwide. During the three months endedMarch 31, 2018, we recognized approximately $8.4 million of employee severance and benefit costs, $2.2 million of facility closure and lease termination costs, and $0.3 million of other costs related to the Merger. We expect to incur significant costs related to the restructuring of our operations in order to achieve the targeted synergies as a result of the Merger over the next several years. However, the timing and the estimate of the amount of these costs depends on various factors, including, but not limited to, (i) the identification of synergy opportunities and (ii) the execution of the integration of our combined operations.

Additionally, during the three months endedMarch 31, 2018, we recognized approximately $0.2 million of employee severance costs and incurred $0.8 million of facility closure and lease termination costs related to the our pre-Merger restructuring activities. We also incurred $1.7 million of consulting costs related to the continued consolidation of our legal entities and restructuring of our contract management process to meet the requirements of the new revenue recognition accounting standard adopted on January 1, 2018, and $0.1 million of other costs during the three months endedMarch 31, 2018.

Restructuring and other costs were $1.9 million for the three months ended March 31, 2017. In July 2016, we entered into a transition agreement with our former Chief Executive Officer ("CEO") related to his

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transition from the position of CEO effective October 1, 2016, and subsequent services to be rendered through his separation date of February 28, 2017. Payments under this agreement are expected to be made through August 2018. In addition, in September 2016, we entered into retention agreements with certain key employees coinciding with the CEO transition for retention periods of up to one year. For the three months ended March 31, 2017, we recognized $0.4 million of costs associated with the retention agreements and expect to incur an additional $0.4 million of costs related to these agreements through August 2017.

For the three months ended March 31, 2017, we incurred $0.7 million of facility closure and lease costs related to our focus on optimizing our resources worldwide. Additionally, during the three months ended March 31, 2017, we incurred $0.3 million of consulting costs related to the continued consolidation of our legal entities and restructuring of our contract management process in preparation for the adoption of the new revenue recognition accounting standard in 2018, and $0.6 million of other costs.

Transaction and Integration-Related Expenses

Transaction and integration-related expenses consisted of the following (in thousands):

	Three Months Ended March 31,
	2018		2017
Professional fees	$	14,700	$	2
Integration and personnel retention-related costs	9,293		—
Contingent tax-sharing obligations fair value adjustment	1,194		—
Other	24		—
Total transaction and integration-related expenses	$	25,211	$	2

We expect to incur additional transaction and integration expenses associated with the Merger. The timing and the amount of these expenses will depend on the identification of synergy opportunities and the timing and execution of our integration activities.

Additionally, in connection with the Merger, we entered into retention agreements with certain key employees. During the three months endedMarch 31, 2018, we recognized $6.7 million of expenses related to these retention agreements, which are reflected in the “Integration and personnel retention-related costs” line item in the table above. We expect to incur approximately $2.2 million of additional expenses which are expected to be paid in May 2018.

There were no material transaction expenses during the three months ended March 31, 2017. 

Depreciation and Amortization Expense

Total depreciation and amortization expense increased to $68.0 million for the three months endedMarch 31, 2018 from $15.6 million for the three months endedMarch 31, 2017. This increase was primarily due to: (i) an increase in amortization expense related to the assumption of intangible assets as part of the Merger; and (ii) an increase in depreciation expense due to assets obtained in the Merger and our continued investment in information technology and facilities to support growth in our operational capabilities and optimization of our infrastructure.

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Other Expense, Net

Other expense, net consisted of the following (in thousands, except percentages):

	Three Months Ended
	March 31, 2018			March 31, 2017			Change
Interest income	$	839		$	112		$	727		649.1	%
Interest expense	(31,736		)	(3,100		)	(28,636		)	(923.7	)%
Loss on extinguishment of debt	(248		)	—			(248		)	(100.0	)%
Other expense, net	(12,554		)	(3,457		)	(9,097		)	(263.1	)%
Total other expense, net	$	(43,699	)	$	(6,445	)	$	(37,254	)	(578.0	)%

Total other expense, net increased to net expense of $43.7 million for the three months endedMarch 31, 2018 from net expense of $6.4 million for the three months endedMarch 31, 2017. This increase is predominantly related to: (i) an increase in interest expense due to higher debt balances as a result of the Merger; and (ii) increased foreign currency losses incurred as a result of exchange rate fluctuations related to monetary asset balances denominated in currencies other than functional currency. Strengthening of foreign currencies against the U.S. dollar may create losses in future periods to the extent that our subsidiaries who use local currency as their functional currency maintain net assets and liabilities balances not denominated in their functional currency.

Income Tax Benefit (Expense)

Income tax benefit (expense) for the three months endedMarch 31, 2018 was an income tax benefit of $9.0 million, compared to an income tax expense of $7.1 million for the three months endedMarch 31, 2017. Variances between effective income tax rate and the statutory income tax rate of 21.0% for the three months endedMarch 31, 2018 were primarily due to: (i) research tax credits in foreign jurisdictions; (ii) a decrease in unrecognized tax benefits; and (iii) a change in the valuation allowance on certain domestic deferred tax assets.

Variances between effective income tax rate and the statutory income tax rate of 35.0% for the three months endedMarch 31, 2017 were primarily due to: (i) income earned in various international tax jurisdictions that apply lower income tax rates; (ii) research tax credits; and (iii) discrete tax adjustments related to excess tax benefits on share-based compensation payments.

Net (Loss) Income

For the three months endedMarch 31, 2018 we incurred a net loss of $24.6 million compared to net income of $21.2 million for the three months endedMarch 31, 2017. Net loss for the three months endedMarch 31, 2018 was primarily due to a decrease in income from operations. As a result of the Merger, we incurred higher than normal costs associated with: (i) transaction and integration-related costs; (ii) restructuring and other costs; and (iii) depreciation and amortization expense. Additionally, other expense, net, increased predominantly as a result of higher debt balances which increased interest expense during the three months endedMarch 31, 2018 compared to the three months endedMarch 31, 2017.

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Liquidity and Capital Resources

Key measures of our liquidity are as follows (in thousands):

	March 31, 2018		December 31, 2017
Balance sheet statistics:
Cash and cash equivalents (a)	$	186,719	$	321,262
Working capital (excluding restricted cash)	107,916		261,903

^(a) As of March 31, 2018 and December 31, 2017, cash and cash equivalents held by our foreign subsidiaries were $62.1 million and $192.0 million, respectively. A portion of these cash and cash equivalent balances may be subject to foreign withholding and U.S. taxation, if repatriated.

As of March 31, 2018, we had $186.7 million of cash and cash equivalents. In addition, we had $485.6 million (net of $14.4 million in outstanding letters of credit) available for borrowing under our $500.0 million revolving credit facility.

We have historically funded our operations and growth, including acquisitions, primarily with our working capital, cash flow from operations and funds available through various borrowing arrangements. Our principal liquidity requirements are to fund our debt service obligations, capital expenditures, expansion of service offerings, possible acquisitions, integration and restructuring costs, geographic expansion, working capital, and other general corporate expenses. Based on the past performance and current expectations, we believe our cash and cash equivalents, cash generated from operations, and funds available under our revolving credit facility will be sufficient to meet our working capital needs, capital expenditures, scheduled debt and interest payments, income tax obligations and other currently anticipated liquidity requirements for at least the next 12 months.

Indebtedness

At March 31, 2018, we had approximately $2.95 billion of total principal indebtedness (including $31.5 million of capital leases), comprised of $2.52 billion in term loan debt and $403.0 million in Senior Notes, of which $2.42 billion was subject to variable interest rates. In addition, as of March 31, 2018 we had $485.6 million (net of $14.4 million in outstanding letters of credit) of available borrowings for working capital and other purposes under the Revolver and $1.2 million of letters of credit that were not secured by the Revolver. During March 2018, we made a voluntary prepayment of $25.0 million on the Term Loan B, which was applied against the regularly-scheduled quarterly principal payments. As a result of the prepayment, we are not required to make a mandatory principal payment against the Term Loan B until July 29, 2022.

Additionally, the lease agreement for our new corporate headquarters in Morrisville, North Carolina includes a provision which requires us to issue a letter of credit in certain amounts to the landlord based on our debt rating issued by Moody’s Investors Service (or other nationally-recognized debt rating agency). From June 14, 2017 through June 14, 2020, if our debt rating is Ba3 or better, no letter of credit is required, or if our debt rating is B1 or lower, a letter of credit equal to 25% of the remaining minimum annual rent and estimated operating expenses (approximately $24.2 million as of March 31, 2018) is required to be issued to the landlord. This letter of credit would remain in effect until our debt rating increased to Ba3 and is maintained for a twelve-month period. After June 14, 2020, if our debt rating is Ba2 or better, no letter of credit is required; if our debt rating is Ba3, a letter of credit equal to 25% of the then remaining minimum annual rent and estimated operating expenses is required to be issued to the landlord (estimated at approximately $22.0 million as of March 31, 2018); or if our debt rating is B1 or lower, a letter of credit equal to 100% of the then remaining minimum annual rent and estimated operating expenses is required to be issued to the landlord (estimated at approximately $87.9 million as of March 31, 2018). These letters of credit would remain in effect until our debt rating is Ba2 or better and maintained for a twelve-month period.

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As of as of March 31, 2018 (and through the date of this filing), our credit rating was Ba3. As such, no letter of credit is currently required. Any letters of credit issued in accordance with the aforementioned requirements would be issued under our Revolver, and would reduce its available borrowing capacity by the same amount accordingly.

Our ability to make payments on our indebtedness and to fund planned capital expenditures and necessary working capital will depend on our ability to generate cash in the future. Our ability to meet our cash needs through cash flows from operations will depend on the demand for our services, as well as general economic, financial, competitive, and other factors, many of which are beyond our control. Our business may not generate cash flow in an amount sufficient to enable us to pay the principal of, or interest on, our indebtedness, or to fund our other liquidity needs, including working capital, capital expenditures, acquisitions, investments, and other general corporate requirements. If we cannot fund our liquidity needs, we will have to take actions such as reducing or delaying capital expenditures, acquisitions or investments, selling assets, restructuring or refinancing our debt, reducing the scope of our operations and growth plans, or seeking additional capital. We cannot assure you that any of these remedies could, if necessary, be affected on commercially reasonable terms, or at all, or that they would permit us to meet our scheduled debt service obligations. Our 2017 Credit Agreement contains covenant restrictions that limit our ability to direct the use of proceeds from any disposition of assets and, as a result, we may not be allowed to use the proceeds from any such dispositions to satisfy all current debt service obligations.

2018 Stock Repurchase Program

On February 26, 2018, our Board of Directors authorized the repurchase of up to an aggregate of $250.0 million of our common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or privately negotiated transactions. The stock repurchase program commenced on March 1, 2018 and will end no later than December 31, 2019. We intend to use cash on hand and future free cash flow to fund the stock repurchase program.

In March 2018, we repurchased 948,100 shares of our common stock in open market transactions at an average price of $39.55 per share, resulting in a total purchase price of approximately $37.5 million. As of March 31, 2018, we had remaining authorization to repurchase up to $212.5 million of shares of our common stock under the 2018 stock repurchase program.

We are not obligated to repurchase any particular amount of our common stock, and the stock repurchase program may be modified, extended, suspended or discontinued at any time. The timing and amount of repurchases is determined by our management based on a variety of factors such as the market price of our common stock, our corporate requirements for cash, and overall market conditions. The stock repurchase program will be subject to applicable legal requirements, including federal and state securities laws.

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Cash and Cash Equivalents

Our cash flows from operating, investing, and financing activities were as follows (in thousands):

	Three Months Ended
	March 31, 2018			March 31, 2017			Change
Net cash (used in) provided by operating activities	$	(46,985	)	$	75,699		$	(122,684	)
Net cash used in investing activities	(21,286		)	(10,571		)	(10,715		)
Net cash used in financing activities	(69,877		)	(6,020		)	(63,857		)

Cash Flows from Operating Activities

For the three months endedMarch 31, 2018, our operating activities used $47.0 million in cash, consisting of net loss of $24.6 million, adjusted for net non-cash items of $74.9 million primarily related to depreciation and amortization expense, changes in deferred income taxes, share-based compensation expense, and foreign currency adjustments. Cash used for changes in operating assets and liabilities was $97.3 million, consisting primarily of cash outflows as a result of a net increase in accounts receivable, unbilled services, and advanced billings, partially offset by a decrease in other assets and liabilities.

For the three months ended March 31, 2017, our operating activities provided $75.7 million in cash, consisting of net income of $21.2 million, adjusted for net non-cash items of $24.8 million primarily related to depreciation and amortization, share-based compensation, and foreign currency adjustments. Additionally, cash provided by changes in operating assets and liabilities was $29.7 million, consisting primarily of cash inflow as a result of: (i) a decrease in billed and unbilled accounts receivable; and (ii) an increase in contract liabilities. Partially offsetting this cash inflow was cash outflow due to increase in accounts payable and accrued liabilities.

The changes in operating assets and liabilities result primarily from the net change in billed and unbilled accounts receivable, contract assets and contract liabilities, coupled with changes in accrued liabilities. Fluctuations in billed and unbilled receivables, contract assets and contract liabilities occur on a regular basis as we perform services, achieve milestones or other billing criteria, send invoices to customers and collect outstanding accounts receivable. This activity varies by individual customer and contract. We attempt to negotiate payment terms that provide for payment of services prior to or soon after the provision of services, but the levels of unbilled services, contract assets and contract liabilities can vary significantly from period to period.

Cash flows from operations decreased by $122.7 million during the three months endedMarch 31, 2018, compared to the three months endedMarch 31, 2017, due to a decrease in the cash inflow from working capital of $127.1 million and the year-over-year decrease in net income of $45.7 million. The decrease in cash inflow from working capital was primarily due to an increase in our days sales outstanding (“DSO”) compared to the same period in the prior year. The lower cash flow from operations for the first quarter, and resulting increase in DSO, were largely driven by a temporary delay in billing and collections associated with our integration activities, primarily the consolidation of our financial and billing platforms, the off-shoring of certain functions, and the transition to ASC 606.

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Impact of the Merger on Cash Flows from Operating Activities

As a result of the Merger with inVentiv, our operating cash flows may be significantly negatively affected in future periods. In particular, we have incurred and continue to incur substantial expenses related to the consummation of the Merger and subsequent integration activities that we anticipate will continue for the next 12 to 18 months. For example, during the three months endedMarch 31, 2018, we incurred $25.2 million in transaction and integrated-related expenses related to the Merger, of which $24.0 million has impacted our operating cash flows in the current period or will impact operating cash flows in the future.

In addition, as a result of the Merger, our total indebtedness increased by $2.46 billion to $2.95 billion as of March 31, 2018, of which $2.42 billion is subject to variable interest rates, as compared to total indebtedness of $490.0 million as of March 31, 2017. As a result, we anticipate that our interest expense and corresponding operating cash outflows will be higher in future periods on a comparative basis. This additional expense will place further demand on and may significantly reduce our cash flows from operations in future periods. Our business may not continue to generate cash flows from operations in the future that is sufficient to service and repay our increased debt obligations.

Cash Flows from Investing Activities

For the three months endedMarch 31, 2018, we used $21.3 million in cash for investing activities primarily due to capital expenditures related to purchases of property and equipment. For the full year 2018, we expect our total capital expenditures to be between $85.0 million and $95.0 million. This estimate includes expenditures associated with planned consolidation of our corporate headquarters facility in Morrisville, North Carolina, as well as expenditures related to a new site in Farnborough, United Kingdom which will replace our Camberley, United Kingdom location. These moves will coincide with the near-term expiration of our existing leases.

For the three months ended March 31, 2017, we used $10.6 million in cash for investing activities for the purchases of property and equipment. 

Cash Flows from Financing Activities

For the three months endedMarch 31, 2018, our financing activities used $69.9 million in cash, consisting primarily of: (i) payments of $37.5 million for the repurchase of our common stock under the 2018 repurchase program; (ii) repayments of long-term debt of $31.3 million, including a voluntary prepayment of $25.0 million against the principal balance of our Term Loan B; and (iii) repayments of capital lease obligations of $4.5 million. These payments were partially offset by proceeds of $5.7 million received from the exercise of stock options.

For the three months ended March 31, 2017, we used $6.0 million in cash for financing activities, consisting of net repayments of $10.0 million under the revolving line of credit and payments of $1.2 million related to tax withholdings for share-based compensation. These payments were partially offset by proceeds of $5.2 million received from the exercise of stock options.

Contractual Obligations and Commitments

We do not have any off-balance sheet arrangements except for operating leases entered into in the normal course of business. There have been no material changes, outside of the ordinary course of business, to our contractual obligations as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

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Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, revenues, and expenses during the period, as well as disclosures of contingent assets and liabilities at the date of the financial statements. We evaluate our estimates on an ongoing basis, including those related to revenue recognition, share-based compensation, valuation of goodwill and identifiable intangibles, tax-related contingencies and valuation allowances, allowance for doubtful accounts, and litigation contingencies, among others. These estimates are based on the information available to management at the time these estimates, judgments and assumptions are made. Actual results may differ materially from these estimates. The following policies have been updated as a result of the adoption Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASC 606”). For additional information on all of our critical accounting policies and estimates, see Part II - Item 7 - Management’s Discussion and Analysis included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Revenue Recognition

We adopted the ASC 606 - Revenue from Contracts with Customers and all the related amendments (“new revenue standard” or “ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. Our reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605 - Revenue Recognition and other authoritative guidance in effect for this period. In accordance with ASC 606, revenue is now recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which we expect to be entitled to receive in exchange for these services.

A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue, when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.

The majority of our revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of our performance obligations, and associated revenue, are transferred to the customer over time. We generally receive compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. We are also reimbursed for certain third party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based on the assessment of our anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future.

Most of our contracts can be terminated by the customer without cause with a 30-day notice. In the event of termination, our contracts generally provide that the customer pay us for fees earned through the termination date; fees and expenses for winding down the project, which include both fees incurred and actual expenses; non-cancellable expenditures; and in some cases, a fee to cover a portion of the remaining professional fees on the project. Our long term clinical trial contracts contain implied

47

substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long term for revenue recognition purposes.

Changes in the scope of work are common, especially under long-term contracts, and generally result in a renegotiation of future contract pricing terms and change in contract transaction price. If the customer does not agree to a contract modification, we could bear the risk of cost overruns. Most of our contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification.

Contract Balances

Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Non-current portion of contract liabilities is included in the “Other long-term liabilities” line item in the accompanying unaudited condensed consolidated balance sheet. Contract assets and liabilities are presented on the balance sheet net on a contract-by-contract basis at the end of each reporting period.

Recently Issued Accounting Standards

For a description of recently issued accounting pronouncements, including the expected dates of adoption and the estimated effects, if any, on our unaudited condensed consolidated financial statements, see “Note 1 - Basis of Presentation and Changes in Significant Accounting Policies“ to our unaudited condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our quantitative and qualitative disclosures about market risk as compared to the quantitative and qualitative disclosures about market risk described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO have concluded that as of such date, our disclosure controls and procedures were effective.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Changes in Internal Controls

During the quarter ended March 31, 2018, we implemented a plan that called for modifications and additions to internal control over financial reporting related to the accounting for revenue as a result of the

48

new revenue recognition standard. The modified and new controls have been designed to address risks associated with recognizing revenue under the new standard. We have therefore augmented our internal control over financial reporting as follows:

• Enhanced the risk assessment process to take into account risks associated with the new revenue standard.

• Added controls that address risks associated with the five-step model for recording revenue, including the revision of our contract review controls.

As previously noted, we completed the Merger with inVentiv during the third quarter of 2017. Management considers this transaction to be material to our consolidated financial statements and believes that the internal controls and procedures of inVentiv have a material effect on our internal control over financial reporting. We are currently in the process of incorporating the internal controls and procedures of inVentiv into our internal controls over financial reporting and extending our Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include inVentiv. We will report on our assessment of the consolidated operations within the time period provided by the Act and the applicable SEC rules and regulations concerning business combinations, which is the annual management report for the fiscal year ending December 31, 2018. 

There were no changes, other than described above, in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

We are party to legal proceedings incidental to our business. While our management currently believes the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material effect on our unaudited condensed consolidated financial statements, litigation is subject to inherent uncertainties. Were an unfavorable ruling to occur, there exists the possibility of a material adverse impact on our financial condition and results of operations.

On December 1, 2017, the first of two virtually identical actions alleging federal securities law claims was filed against us and certain of our officers on behalf of a putative class of our shareholders. The first action, captioned Bermudez v. INC Research, Inc., et al, No. 17-09457 (S.D.N.Y.), names as defendants us, Michael Bell, Alistair MacDonald, Michael Gilbertini, and Gregory S. Rush, and the second action, Vaitkuvienë v. Syneos Health, Inc., et al, No. 18-0029 (E.D.N.C.), filed on January 25, 2018, names as defendants us, Alistair MacDonald, and Gregory S. Rush. Both complaints allege similar claims under Section 10(b) and Section 20(a) of the Securities Exchange Act of 1934 on behalf of a putative class of purchasers of our common stock between May 10, 2017 and November 8, 2017 (Vaitkuvienë action) and November 9, 2017 (Bermudez action). The complaints allege that we published inaccurate or incomplete information regarding, among other things, the financial performance and business outlook for inVentiv’s business prior to the Merger and with respect to the combined company following the Merger. On January 30, 2018, two alleged shareholders of ours filed motions both seeking to be appointed lead plaintiff and approving the selection of lead counsel. These motions remain pending. On March 30, 2018, Plaintiff Bermudez filed a notice of voluntary dismissal of the Bermudez action, without prejudice, and as to all defendants. We and the other defendants deny the allegations in these complaints and intend to defend vigorously against these claims.

Item 1A. Risk Factors.

There have been no significant changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017. See “Risk Factors” in Part 1, Item 1A of that report for a detailed discussion of risk factors affecting the Company.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities.

Recent Sales of Unregistered Securities

Not applicable.

Use of Proceeds from Registered Securities

Not applicable.

Purchases of Equity Securities by the Issuer

On February 26, 2018, the Board authorized the repurchase of up to an aggregate of $250.0 million of our common stock, par value $0.01 per share, from time to time in open market transactions effected through a broker at prevailing market prices, in block trades, or privately negotiated transactions. The stock repurchase program commenced on March 1, 2018 and will end no later than December 31, 2019. We intend to use cash on hand and future free cash flow to fund the stock repurchase program. The stock repurchase program does not obligate us to repurchase any particular amount of our common stock, and may be modified, extended, suspended or discontinued at any time. The timing and amount of repurchases is determined by our management based on a variety of factors such as the market price of our common stock, our corporate requirements, and overall market conditions. The stock repurchase

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program is subject to applicable legal requirements, including federal and state securities laws. We may also repurchase shares of our common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of our common stock to be repurchased when we might otherwise be precluded from doing so by law.

In March 2018, we repurchased 948,100 shares of our common stock in open market transactions at an average price of $39.55 per share, resulting in a total purchase price of approximately $37.5 million. As of March 31, 2018, we have remaining authorization to repurchase up to $212.5 million of shares of our common stock under the stock repurchase program.

The following table summarizes the stock repurchase program activity for the three months ended March 31, 2018 and the approximate dollar value of shares that may yet be purchased pursuant to the repurchase program:

Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
	(in thousands, except share and per share data)
January 1, 2018 - January 31, 2018	—	$	—	—	$	—
February 1, 2018 - February 28, 2018	—	$	—	—	$	250,000
March 1, 2018 - March 31, 2018	948,100	$	39.55	948,100	$	212,507
	948,100			948,100

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits

		Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Certificate of Amendment of Certificate of Incorporation of Syneos Health, Inc.	8-K	001-36730	3.1	January 8, 2018
3.2	Amended and Restated Bylaws of Syneos Health, Inc.	8-K	001-36730	3.2	January 8, 2018
10.1	Amendment No. 1 to the Credit Agreement, dated as of May  4, 2018, among Syneos Health, Inc., the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and each of the other parties thereto.	8-K	001-36730	10.1	May 7, 2018
10.2#	Letter Agreement, dated January 3, 2018, between INCResearch Holdings, Inc. and Gregory S. Rush.	8-K	001-36730	10.1	January 3, 2018
10.3#	Executive Employment Agreement, effective April 8, 2014, by and between INC Research, LLC and Jason Meggs.	—	—	—	Filed herewith
10.4#	Letter Agreement, dated March 20, 2018, by and among Syneos Health, Inc. and Jason Meggs.	—	—	—	Filed herewith
10.5#	Letter Agreement, effective May 6, 2018, by and among Syneos Health, Inc. and Jason Meggs.	—	—	—	Filed herewith
10.6#	Form of Performance-Based Restricted Stock Unit Award Agreement under the INC Research Holdings, Inc. 2014 Equity Incentive Plan.	—	—	—	Filed herewith
10.7#	Form of Global Restricted Stock Unit Award Agreement under the INC Research Holdings, Inc. 2014 Equity Incentive Plan for the Chief Executive Officer.	—	—	—	Filed herewith
10.8#	Form of Global Restricted Stock Unit Award Agreement under the INC Research Holdings, Inc. 2014 Equity Incentive Plan for the Chief Financial Officer.	—	—	—	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Furnished herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Furnished herewith
101.INS	XBRL Instance Document.	—	—	—	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document.	—	—	—	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	—	—	—	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	—	—	—	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	—	—	—	Filed herewith
101.PRE	Taxonomy Extension Presentation Linkbase Document.	—	—	—	Filed herewith

# Denotes management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Raleigh, State of North Carolina, on May 8, 2018.

	SYNEOS HEALTH, INC.
Date: May 8, 2018	/s/ Jason Meggs
	Jason Meggs
	Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

		Incorporated by Reference (Unless Otherwise Indicated)
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date
3.1	Certificate of Amendment of Certificate of Incorporation of Syneos Health, Inc.	8-K	001-36730	3.1	January 8, 2018
3.2	Amended and Restated Bylaws of Syneos Health, Inc.	8-K	001-36730	3.2	January 8, 2018
10.1	Amendment No. 1 to the Credit Agreement, dated as of May  4, 2018, among Syneos Health, Inc., the lenders party thereto, Credit Suisse AG, Cayman Islands Branch, as Administrative Agent, and each of the other parties thereto.	8-K	001-36730	10.1	May 7, 2018
10.2#	Letter Agreement, dated January 3, 2018, between INC Research Holdings, Inc. and Gregory S. Rush.	8-K	001-36730	10.1	January 3, 2018
10.3#	Executive Employment Agreement, effective April 8, 2014, by and between INC Research, LLC and Jason Meggs.	—	—	—	Filed herewith
10.4#	Letter Agreement, dated March 20, 2018, by and among Syneos Health, Inc. and Jason Meggs.	—	—	—	Filed herewith
10.5#	Letter Agreement, effective May 6, 2018, by and among Syneos Health, Inc. and Jason Meggs.	—	—	—	Filed herewith
10.6#	Form of Performance-Based Restricted Stock Unit Award Agreement under the INC Research Holdings, Inc. 2014 Equity Incentive Plan.	—	—	—	Filed herewith
10.7#	Form of Global Restricted Stock Unit Award Agreement under the INC Research Holdings, Inc. 2014 Equity Incentive Plan for the Chief Executive Officer.	—	—	—	Filed herewith
10.8#	Form of Global Restricted Stock Unit Award Agreement under the INC Research Holdings, Inc. 2014 Equity Incentive Plan for the Chief Financial Officer.	—	—	—	Filed herewith
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	—	—	—	Filed herewith
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Furnished herewith
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	Furnished herewith
101.INS	XBRL Instance Document.	—	—	—	Filed herewith
101.SCH	XBRL Taxonomy Extension Schema Document.	—	—	—	Filed herewith
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.	—	—	—	Filed herewith
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.	—	—	—	Filed herewith
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.	—	—	—	Filed herewith
101.PRE	Taxonomy Extension Presentation Linkbase Document.	—	—	—	Filed herewith

# Denotes management contract or compensatory plan.

54

EX-10.3

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the "Agreement") is made and entered into as of April 8, 2014 by and between INC Research, LLC (hereinafter the "Company"), and Jason Meggs, a Key Employee of the Company ("Executive").

Whereas, Executive acknowledges that, as a result of his hiring into this senior position with the Company, he will have access to strategic business information of the Company and other Confidential Information as that term is defined in this Agreement; and

Whereas, Executive acknowledges that the Company is engaged in a business that is highly competitive worldwide and that competition by Executive in that business or solicitation of business relations in competition with the Company during his employment and after his employment ends would necessarily involve Executive's use of the Company's Confidential Information and trade secrets to which Executive will be given access as an employee of the Company and would otherwise constitute unfair competition and would severely injure the Company;

Whereas, Executive acknowledges and agrees that, by virtue of Executive's senior position and responsibilities with the Company, Executive will have access to the Company's current, former and prospective customers, clients, suppliers and/or business relations, including, Confidential Information relating to such customers, clients, suppliers and/or business relations, and has generated goodwill belonging to the Company with such customers, clients, suppliers, and/or business relations which would cause great and irreparable harm to the Company if used on behalf of any other person or entity;

Whereas, Executive acknowledges and agrees that, by virtue of Executive's senior position and responsibilities with the Company, Executive will have access to Confidential Information regarding Company personnel and that Executive will develop relationships with co­ workers, and also that Executive will be in a position to exert influence over his co-workers, solely as a result of Executive's employment with the Company;

Whereas, the Company wishes to protect its investment in its business, employees, customer relationships, and Confidential Information, by requiring Executive to abide by certain restrictive covenants regarding confidentiality and other matters, each of which is an inducement to the Company to employ Executive.

Now therefore, in consideration of the mutual promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the Company and Executive contract and agree as follows:

1.Employment; Nature of Employment.

Subject to the terms and conditions of this Agreement, the Company hereby employs Executive as Senior Vice-President Global Business Finance, and Executive accepts such employment with a start date of May 12, 2014 ("Effective Date"). Executive shall report directly to the Chief Financial Officer of the Company and have such responsibilities and authority that are consistent with the responsibilities of Senior Vice President, Global Business Finance, as the Company may assign from time to time. Additionally, Executive agrees to perform such other duties consistent with those of an executive at his level as the Company may establish from time to time.

2. Devotion of Services.

Executive agrees to devote his best efforts to the services of the Company in such capacity as the Company from time to time shall direct, consistent with the responsibilities of Senior Vice President, Global Business Finance, and agrees to comply with the Company's policies, practices and Code of Business Conduct and Ethics at all times. For so long as Executive is employed by the Company, Executive shall devote his full

time to serving as its Senior Vice President, Global Business Finance, provided that Executive may devote reasonable time to charitable, professional and educational activities to the extent such activities do not conflict materially with the performance of Executive's duties to the Company or otherwise conflict with this Agreement. Executive may serve as a member of a board of directors for an entity not affiliated with the Company, so long as the executive complies with the Company's then current conflict of interest policy and any other Company required approvals.

3. Compensation.

(a)Base Salary.    Executive's annual salary for all services rendered shall be

$255,000.00, payable in accordance with the Company's regular payroll procedures. In accordance with the Company's policies and practice, Executive's salary shall be reviewed from time to time by the Chief Financial Officer.

(b)Management Incentive Plan. Executive shall be eligible to participate in the INC Research, LLC Management Incentive Plan ("MIP") with a performance cash bonus opportunity of up to thirty (30) percent ("Target Bonus") of Executive's base salary in effect, provided that Executive's participation in the MIP and eligibility to receive any such bonus is subject to the satisfaction of the applicable terms and conditions as established in the MIP and as may be modified by the Board from time to time. Any bonus payable under the MIP shall be paid at the same time as any similar bonuses are paid to other executives of the Company and subject to Executive being employed by the Company on the date of any such payment.

(c)Health Insurance/Benefits. Executive may participate in all group medical, dental and disability insurance, 40l(k), retirement or pension plan and other employee benefit plans and programs of the Company in effect for which Executive is eligible, provided, that Executive's participation in such benefit plans and programs is subject to the applicable terms, conditions and eligibility requirements of these plans and programs, as they may exist from time to time. The Company shall reimburse Executive for reasonable travel and other business-related expenses incurred by Executive in connection with the fulfillment of his duties hereunder, upon presentation of proper receipts or other proof of expenditure and subject to the applicable expense reimbursement policies and procedures of the Company.

(d)Paid Time Off. In accordance with and subject to the Company's vacation policies and procedures Executive shall be entitled to four (4) weeks paid time off ("PTO"). PTO may increase based on years of service in accordance with the Company's policies and procedures.

(e)Stock Options. Executive shall be eligible to participate in the INC Research Holdings, Inc. 2010 Equity Incentive Plan ("Equity Incentive Plan") upon commencement of employment with the Company and, subject to Board or the compensation committee thereof taking requisite approval action, shall receive an initial grant of options to purchase five hundred thousand (500,000) Common Units of Holdings (which represents five hundred thousand (500,000) shares of Class A Common Stock of Holdings and five hundred thousand (500,000) shares of Class B Common Stock of Holdings), with a per Common Unit exercise price equal to fair market value as of the date of the grant, which, as of the date hereof, is estimated to be $1.60. Executive's participation in the Equity Incentive Plan shall be governed by the terms of the Equity Incentive Plan and the option award agreement pursuant to which any such awards will be made.

(f)Signing Bonus. The Company agrees to pay to Executive a signing bonus in the amount of $100,000.00 ("Signing Bonus"). The Signing Bonus is to be paid in two (2) installments. The amount of $50,000.00 ("First Installment"), minus applicable taxes and withholdings, will be issued in the first pay period following the first day of your active employment. The amount of $50,000.00 ("Second Installment"), minus applicable taxes and withholdings, will be issued in the first pay period following the twelve (12) month anniversary of the Agreement's Effective Date. If Executive is terminated by Company other than for Cause (as defined below) prior to the twelve (12) month anniversary date of the Agreement's Effective Date, Company

2

shall remain obligated to pay Executive 100% of the First Installment to extent not already paid and 100% of the Second Installment and such payment shall be made within thirty (30) days of termination. If Executive leaves the Company other than for Good Reason (as defined below) prior to the twelve (12) month anniversary of the Agreement's Effective Date, Executive is required to reimburse the Company 100% of the First Installment of the Signing Bonus amount and the Second Installment will not be paid. If repayment of the First Installment of the Signing Bonus is triggered, then payment in full is due and payable to the Company within thirty (30) days of termination. For clarity, Executive and Company expressly agree that Executive shall not be required to reimburse the Company for any portion of the First Installment in the event Executive's employment is terminated prior to the twelve (12) month anniversary of the Agreement's Effective Date due to the Executive's non-competition and non-solicitation obligations to Quintiles discussed in Section 22(a).

(g)Nothing in this Agreement shall require the Company to create, continue or refrain from amending, modifying, revising or revoking any of the plans, programs or benefits set forth above. Any amendments, modifications, revisions and revocations of these plans, programs or benefits shall apply to Executive. Any conflict between the plans, programs or benefits described under this Agreement and the plan documents governing such plans, programs or benefits shall be controlled by the specific plan documents.

4.Executive agrees that any incentive compensation he receives from the Company, including, but not limited to compensation under the MIP and Equity Incentive Plan, is subject to being returned to the Company in the event required by law or a then applicable Company policy related to restatements of Company financial statements or misconduct.

5. Term of Employment.

The term of employment shall commence on May 12, 2014 and continue until terminated as set forth herein. Nothing in this Agreement shall be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company shall continue to employ Executive for any particular period of time, and the Agreement shall not affect in any way the rights of the Company to terminate employment of Executive at any time and for any reason. By Executive's execution of this Agreement, Executive acknowledges and agrees that Executive's employment is "at will." As used in this Agreement, the term "Termination Date" means the effective date of the termination of Executive's employment by either party as specified in the notice of termination described in Section 5 below, or the date of Executive's death if earlier.

6. Termination of Employment.

(a)     Either parry may terminate the employment relationship for any reason at any time upon giving the other party forty-five (45) day written notice. The Company may, in its discretion, shorten Executive's notice period and accelerate the Termination Date, and may also relieve Executive of some or all of his duties during any notice period.

(b)Executive's employment shall terminate automatically upon Executive's death.

(c)The Company shall have the right to terminate Executive's employment without advance notice in the event of Executive's Disability (as defined herein). Disability, as used in this Agreement, means a physical or mental condition that renders Executive unable to perform the essential functions of Executive's job, with or without reasonable accommodation, for a continuous period more than ninety (90) days or for ninety (90) days in any period of one­ hundred and eighty (180) consecutive days. Disability shall be determined by a physician satisfactory to the Company and in accordance with the respective rights and obligations under the Americans with Disabilities Act, as amended, and any other applicable law. For purposes of making a determination as to whether a Disability exists, at the Company's request and at the Company's expense,

3

Executive agrees to make himself available and to cooperate with a reasonable examination by such physician and to authorize the disclosure and release to the Company of all medical records related to such examination.

(e)The Company shall have the right to terminate Executive's employment immediately by written notice for Cause (as defined herein). As used in this Agreement, "Cause" shall mean: (i) Executive's breach of any fiduciary duty or legal or contractual obligation to the Company or to the Board, (ii) Executive's failure to follow the reasonable instructions of the Board, or Executive's direct supervisor, provided, however, that such instruction is consistent with Executive's duties and responsibilities, which breach, if curable, is not cured within ten (10) business days after notice to Executive or, if cured, recurs within one­ hundred and eighty (180) calendar days, (iii) the Executive's gross negligence, willful misconduct, fraud, insubordination, or acts of dishonesty relating to the Company or Holdings, (iv) the Executive's conviction for any misdemeanor solely relating to the Company or Holdings, or any felony, or (v) the commission of any act of moral turpitude or similar act that results in negative publicity to the Company.

(f)Executive may resign from Executive's employment by written notice at any time for Good Reason. "Good Reason" shall mean the occurrence, without Executive's express written consent, of any of the following events: (i) a material reduction in Executive's Base Salary, or the Target Bonus under the MIP; (ii) a material adverse change to Executive's title or a material reduction in Executive's authority, job duties or responsibilities; (iii) a requirement that Executive relocate to a principal place of employment more than fifty (50) miles from the Company's offices at 3201 Beechleaf Court, Raleigh, North Carolina; or (iv) a material breach by the Company of this Agreement, provided, that, any event described in clauses (i), (ii) (iii) and (iv) above shall constitute Good Reason only if the Executive provides the Company with written notice of the basis for the Executive's Good Reason within forty-five (45) days of the initial actions or inactions of the Company giving rise to such Good Reason and the Company has not cured the identified actions or inactions within thirty (30) days of such notice.

(g)This Agreement shall terminate upon the termination of the employment relationship provided that the provisions of Sections 6, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, and 24 shall survive the termination of Executive's employment and/or the expiration or termination of this Agreement, regardless of the reasons for such expiration or termination.

6.Compensation and Benefits upon Termination.

(a)The Company's obligation to compensate Executive ceases on the Termination Date except as to: (i) any base salary earned by Executive, but unpaid, as of that time; (ii) any amount actually earned and due to Executive, but unpaid pursuant to the MIP; (iii) any unreimbursed business expenses, if any, for which Executive is entitled to reimbursement under this Agreement (the items referred to in this clause (iii) and the immediately preceding clauses (i) and (ii), the "Accrued Payments"); and (iv) any compensation and/or benefits to which Executive may be specifically entitled to receive pursuant to this Section 6.

(b)If the Company terminates Executive's employment without Cause or Executive resigns for Good Reason, then the Company shall pay Executive the Accrued Payments. In addition, subject to Executive's continuing compliance with Sections 8, 9, 10, 11 and 16, subject to the requirements of Section 6(e), the Company will: (i) pay Executive an amount equal to his then current monthly base salary for a period of six (6) months, following the Termination Date, payable through the Company's regular payroll procedures (the "Severance Pay") commencing on the 60th day following the Termination Date (with the first payment including a catch-up for any such base salary that would have otherwise been paid as severance during such 60-day period).

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(c)If the Company terminates Executive's employment for Cause or if the Executive terminates his employment without Good Reason, or if Executive's employment ends due to his death, then the Company's sole obligation shall be to pay Executive or his estate, as applicable, the Accrued Payments.

(d)Notwithstanding any provision of this Agreement to the contrary, the Company's obligation to make any payments is subject to, and conditioned upon, Executive's execution of an enforceable release and waiver of claims agreement in a form satisfactory to the Company and substantially similar to the form attached hereto as Exhibit A("Release Agreement") and his compliance with the covenants in Sections 8, 9, 10, 11 and 16 of this Agreement. If Executive chooses not to timely execute such Release Agreement, revokes the Release Agreement, or fails to comply with the restrictive covenants in Sections 8, 9, 10 and 11 of this Agreement, then the Company's obligation to compensate him ceases on the effective Termination Date, except as to the Accrued Payments. The Release Agreement shall be provided to Executive within seven (7) days of his separation from employment and Executive must execute it within 21 or 45 days following the Termination Date, as specified in the Release Agreement. The Release Agreement and any payments due following its execution by Executive shall not be effective until any applicable revocation period has expired.

(e)Executive is not entitled to receive any compensation or benefits upon his termination except as: (i) set forth in this Agreement; (ii) otherwise required by applicable law or (iii) otherwise specifically required by any employee benefit plan of the Company in which he participates. Moreover, the terms and conditions provided to Executive under this Agreement are in lieu of any severance benefits to which he otherwise might be entitled pursuant to any severance plan, policy and practice of the Company and or its Affiliates. Nothing in this Agreement, however, is intended to waive or supplant any accrued death, disability, accidental death and dismemberment, retirement 401 (k) or pension benefits of the Company to which he may be entitled under employee benefit plans of the Company in which he participates.

7. Section 409A of the Internal Revenue Code.

(a)The Parties agree that this Agreement shall be interpreted to comply with or be exempt from Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder to the extent applicable (collectively "Code Section 409A"), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under Section 6 that constitute "deferred compensation" within the meaning of Code Section 409A will not commence in connection with Executive's termination of employment unless and until Executive has also incurred a "separation from service" (as such term is defined in Treasury Regulation Section 1.409A-l(h) (a "Separation From Service"). The parties intend that each installment of the Severance Pay payments provided for in this Agreement is a separate "payment" for purposes of Treasury Regulation Section l.409A-2(b)(2)(i). For the avoidance of doubt, the parties intend that payments of the Severance Pay set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulation Sections 1.409A-l(b)(4), 1.409A-l(b)(5) and 1.409A-l(b)(9). In no event whatsoever will the Company be liable for any additional tax, interest or penalties that may be imposed on Executive under Code Section 409A or any damages for failing to comply with Code Section 409A.

8.With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits, to be provided in any other taxable year, provided,that, this clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Internal Revenue Code Section 105(b) solely because such expenses are subject to a limit related to the period the arrangement is in effect, (iii) such payments shall be made on or before the last day of Executive's taxable

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year following the taxable year in which the expense occurred and (iv) any payments made in installments shall be deemed separate payments.

9. Confidentiality.

(a)Executive agrees that he shall not at any time, without the prior written consent of the Company, disclose or use (except in the course of his employment with the Company and solely in furtherance of the interests of the Company and its subsidiaries or affiliates) any confidential or proprietary information belonging to the Company, including, but not limited to, all trade secrets, patent applications, scientific data, formulation information, inventions, processes, formulas, systems, computer programs, plans, programs, studies, techniques, critical business information such as drug products in development, business strategies and models, product launch plans, CRO relationships, regulatory submissions, technology used by or the therapeutic focus of the Company, clinical information, methodologies, standard operating procedures, operational documents (such as batch records), technology used by the Company, marketing and certain financial information calculations, budgets, bids, internal policies and procedures,    organization, business plans, analysis, forecasts, billing practices, pricing information and strategies, promotional material, service offering strategies, marketing plans and ideas, the identities or other information about customers, sponsor, customer or client lists, suppliers and business partners (current and prospective), the terms of current and pending deals, sales data, and sales projections, research, research proposals, study protocols, coding devices, unpublished results and reports, meeting minutes and notes, monthly and other periodic reports, contact and other information regarding suppliers, vendors and consultants, and regulatory and legal correspondence, whether or not patentable or copyrightable and whether in tangible or other form, including all documents and records, whether printed, typed, handwritten, videotaped, transmitted or transcribed on data files or on any other type of media, whether or not labeled or identified as confidential and proprietary (all of such information being hereinafter collectively referred to as "Confidential Information"). Notwithstanding the foregoing, the term "Confidential Information" shall not include information which (i) is already known to Executive prior to its disclosure to Executive by the Company; (ii) is or becomes generally available to the public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through no wrongful action by Executive; or (iv) is received by Executive from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure. Executive acknowledges and agrees that the Confidential Information he obtains or becomes aware of as a result of his employment with the Company is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that Executive is required to protect and not disclose such information.

(c)Executive agrees that he shall not disclose any information belonging to third parties, including, without limitation, current, former and/or prospective customers and vendors of the Company that is disclosed to Executive as a representative of the Company under an obligation of confidentiality.

(d)The restrictions contained in Section 8(a) above will not apply to any information that Executive is required to disclose by law, provided that Executive (i) notifies the Company of the existence and terms of such obligation, (ii) gives the Company a reasonable opportunity to seek a protective order or other legal process to prevent or limit such disclosure, and (iii) only discloses that information actually required to be disclosed.

(e)Any trade secrets of the Company will be entitled to all of the protections and benefits under the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. § 66-152 et seq., and any other applicable law. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of this Agreement.

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(f)Executive agrees that, upon the termination of his employment for any reason, and immediately upon request of the Company at any time, he will promptly return (and shall not delete, destroy or modify) all property, including any originals and all copies of any documents, whether stored on computers or in hard copy, obtained from the Company, or any of its current, former or prospective customers or vendors, whether or not Executive believes it qualifies as Confidential Information. Such property shall include everything obtained during and as a result of Executive's employment with the Company, other than documents related to Executive's compensation and benefits, such as pay stubs and benefit statements. In addition, Executive shall also return any phone, facsimile, printer, computer, or other items or equipment provided by the Company to Executive to perform his employment responsibilities during his employment with the Company Executive agrees that he shall not access or attempt to access the Company's computer systems after the termination of Executive's employment with the Company. Executive further agrees that he does not have a right of privacy to any Communications sent through the Company's electronic communications systems (including, without limitation, emails, phone calls and voicemail) and that the Company may monitor, retain, and review all such communications in accordance with applicable law.

9.Non-Solicitation of Customers and Other Business Relations.

During Executive's employment and for a period of six (6) months following Executive's termination of employment ("Non-Solicitation Period") regardless of the reason for termination, Executive will not, on Executive's own behalf, nor as an officer, director, stockholder, partner, associate, owner, executive, consultant or otherwise on behalf of any person, firm, partnership, corporation, or other entity, directly or indirectly:

(a)solicit, induce, influence or attempt to solicit, induce or influence any Company Customer (as defined below) to (i) cease doing business in whole or in part with the Company, or (ii) do business with any other person or business which is "Competitive with the Company: (as defined below);

(c)solicit, induce, or attempt to induce any Prospective Customer (as defined below) to (i) not begin doing business with the Company, (ii) cease doing business in whole or in part with the Company, or (iii) do business with any business which 1s Competitive with the Company; or

(d)interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, between the Company and any supplier, vendor, distributor, lessor, lessee, or licensor that transacts business with the Company.

(e)"Company Customer" means a person or entity for whom the Company was providing services either at the time of, or at any time within, the twelve (12) months preceding the termination of Executive's employment with the Company, and for whom Executive carried out or oversaw a material business responsibility in connection with that Company Customer during said twelve month period.

(f)"Prospective Customer" means a person or entity to which the Company had submitted a bid or proposal for services during the twelve (12) months preceding the termination of Executive's employment with the Company, and in which bid or proposal Executive was involved in any material respect, or that was contacted by Executive on behalf of the Company.

(g)"Competitive with the Company" means an entity in the business of providing contract research organization (CRO) services to the pharmaceutical, biotechnology, or biomedical industry.

10.Non-Solicitation of Employees; Non-Disparagement.

(a)During the Non-Solicitation Period (as defined above), Executive will not on Executive's own behalf, nor as an officer, director, stockholder, partner, associate, owner, employee, consultant or otherwise on

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behalf of any person, firm, partnership, corporation, or other entity, directly or indirectly solicit or attempt to solicit for hire as an officer, director, employee, agent, consultant or independent contractor, any Company Employee (as defined below). Executive further agrees that Executive will not encourage, entice, induce or suggest that any Company Employee terminate or alter his employment or relationship with the Company for the benefit of any person or entity other than the Company. The term "Company Employee" means any person who is an employee of or consultant to the Company at the time of the termination of Executive's employment with the Company.

(b)Executive agrees that, upon and following termination of Executive's employment with the Company for any reason, Executive will not make, publicly or privately, verbally or in writing, any false, disparaging, derogatory or otherwise inflammatory remarks about any of the Company, its parent, subsidiaries, and other related and affiliated companies, their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in­ interest of those plans, and all of their past and present employees, managers, directors, officers, administrators, shareholders, members, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the "Company Parties") and/or the conduct, operations or financial condition or business practices, policies or procedures of the Company Parties to any third party, and Executive will not make or solicit any comments, statements or the like to the media or to others that may be considered derogatory or detrimental to the good name and business reputation of any of the Company Parties; provided, however, that nothing in this paragraph is intended to prohibit Executive from providing truthful information to any government entity, arbitrator, or court, or to otherwise testify truthfully under oath, as required by law. The Company agrees that, upon and following termination of Executive's employment with the Company for any reason, its executive officers will not make, publicly or privately, verbally or in writing, any false, disparaging, derogatory or otherwise inflammatory remarks about Executive and/or the conduct, operations or financial condition or business practices, of Executive to any third party, and the Company's executive officers will not make or solicit any comments, statements or the like to the media or to others that may be considered derogatory or detrimental to the good name and business reputation of Executive; provided, however, that nothing in this paragraph is intended to prohibit the Company's executive officers from providing truthful information to any government entity, arbitrator, or court, or to otherwise testify truthfully under oath, as required by law.

11.Non-Competition.

(a)During Executive's employment and for a period of six (6) months following Executive's Termination Date ("Non-Competition Period") regardless of the reason for termination, and within the Geographical Area set forth in Section 12, Executive will not directly or indirectly, for Executive's own behalf or for any other person or business entity provide services that are competitive with any aspect or business of the Company. For purposes of this Section ll(a) "provide services" means that Executive shall not: (i) be engaged or employed by or with any other person or business entity in the same or substantially similar capacity as Executive was engaged by the Company at the time of , or in the twelve (12) months preceding, the Termination Date; or (ii) provide services on Executive's own behalf or for any other person or business entity that are the same or substantially similar to the services Executive provided to the Company at the time of separation from the Company. For purposes of this Section 1l(a), "competitive with" means in the business of, or otherwise engaging in, providing contract research organization (CRO) services to pharmaceutical, biotechnology companies, or biomedical companies.

(b)Notwithstanding the foregoing, Executive's ownership, directly or indirectly, of not more than one percent (1%) of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section.

The provisions of this Agreement supersede all terms and conditions contained in Section 1.3 Non-Compete Undertakings, Schedule C of the Equity Incentive Plan.

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12.Geographical Area.

The restrictions set forth in Sections 9 and 11 apply to the following geographical areas:

(i) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which Executive personally provided services in-person (not by telephone or internet) on behalf of the Company, during the twelve (12) months prior to the termination of Executive's employment with the Company; (ii) within a 60-mile radius of the location(s) where the Executive had an office during the twelve (12) months prior to the termination of Executive's employment with the Company; (iii) within a 60 mile radius of Raleigh, North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the Company is located or does or did business, during the twelve (12) months prior to from the termination of Executive's employment with the Company.

13.Reasonable Restrictions; Right to Equitable Relief.

Executive acknowledges and agrees that nothing in this Agreement prohibits Executive from obtaining suitable employment and/or earning a livelihood for Executive or Executive's family. Executive further acknowledges and agrees that the restrictions and covenants set forth above are reasonable in geographic and temporal scope and in all other respects and necessary to protect the Company and its legitimate business interests. Executive understands and agrees that the Company will be irreparably injured by any breach of Sections 8, 9, 10 and/or 11 above and damages would be an inadequate remedy for such breach. Accordingly, Executive acknowledges that, in the event of Executive's breach or threatened breach of Sections 8, 9, 10, and/or 11 above, the Company shall be entitled to seek a restraining order in addition to preliminary, temporary and permanent injunctive relief or other equitable relief, without the requirement of posting a bond or other security; provided, however, that the seeking or granting of any such injunctive relief shall not prejudice the Company's right to seek monetary damages for any breach of Sections 8, 9, 10, and/or 11 of this Agreement and any damage that it has suffered thereby, including its attorneys' fees and expenses in seeking to enforce these provisions. Notwithstanding anything else to the contrary herein, in the event of any violation by Executive o,f Sections 8, 9, 10 or 11 of this Agreement, the Company shall have no obligation thereafter to make any payments of Severance Pay or health insurance reimbursements to Executive pursuant to this Agreement after the date of violation by Executive, and/or if paid prior to .Executive's breach of this Agreement, Executive shall be obligated to repay the Company any Severance Pay by the Company after the date of violation by Executive.

14.Developments.

(a)If Executive (either alone or with others) makes, conceives, creates, discovers, invents or reduces to practice (herein "Generates" or are "Generated") any Developments (as defined below), such Developments, and all of his rights and interests therein and all of his/her records relating to such Developments, shall be the sole and absolute property of the Company. Executive shall promptly disclose to the Company each such Development and shall deliver to the Company all of his records relating to each such Development. Executive hereby assigns to the Company any and all rights (including, but not limited to, any rights under patent law, copyright law and/or other similar laws in any country) that he has or may have or may acquire in the Developments, without further compensation. All Developments which are copyrightable works shall be works made for hire.

(b)"Developments" means any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that (i) are Generated while Executive is employed by the Company and relates to or is useful in the actual or planned business of the Company or any of the products or services being developed, manufactured, sold and/or provided by the Company, (ii) result from tasks assigned to Executive by the Company or tasks within Executive's scope of responsibility, or (iii) result from the use of premises or property (whether tangible or intangible) owned, leased or contracted for by the Company.

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(c)Executive will, upon the Company's request, without further compensation but at the Company's expense, during and after his employment, promptly execute specific assignments of title to the Company and take such further acts as requested by the Company to confirm, secure, perfect, protect, enforce and/or transfer the Company's right, title and interest in and to such Developments. Such acts may include, but are not limited to, Executive's execution and delivery of documents and instruments and his assistance and cooperation in the registration and enforcement of applicable patents, copyrights or other forms of protection or other legal proceedings. If, at any time, Executive's cooperation is required to enable the Company to secure, perfect, protect, enforce or transfer its right, title or interest in any Development and Executive fails to respond within fourteen (14) calendar days to a written request from the Company for action sent by the Company to the last address for Executive maintained by the Company, Executive hereby appoints the Company as his attorney, and grants the Company his power of attorney to execute in good faith, commercially reasonable applications, releases, assignments, or other documents or agreements reasonably required to secure, perfect, protect, enforce or transfer the Company's right, title or interest.

(d)The obligations of Executive under this Section 14 will not apply to a particular circumstance to the extent such obligations are unenforceable in such circumstance pursuant to the provisions of Section 66-57.1 of the North Carolina General Statutes (as amended from time to time), provided that the obligations of Executive under Section 14 will continue to be binding upon Executive in all other circumstances. Executive will bear the burden of proof in establishing the applicability of such statute to a particular circumstance.

15.Assignment.

This Agreement shall be binding upon and inure to the benefit of the Company and any successor in interest to the Company or any segment of such business. The Company may assign this Agreement to any affiliate or successor that acquires all or substantially all of the assets and business of the Company or a majority of the voting interests of the Company. The Company will require any successor (whether direct or indirect, by operation of law, by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of Company) to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. Executive's rights and obligations under this Agreement are personal and shall not be assigned or transferred.

16.Cooperation.

During and subsequent to termination of the employment of the Executive, the Executive will cooperate with the Company and furnish any and all information, testimony or affidavits in connection with any matter that arose during the Executive's employment, that in any way relates to the business or operations of the Company or any of its subsidiary corporations, divisions or affiliates, or of which the Executive may have any knowledge or involvement; and will consult with an provide information to the Company and its representatives concerning such matters. Subsequent to the termination of the employment of the Executive, the parties will undertake reasonable efforts to have such cooperation performed at reasonable times and places and in a manner as not to unreasonably interfere with any other employment in which Executive may then be engaged. In accordance with applicable law, the Company will compensate Executive, at an hourly rate equal to his last base salary divided by two-thousand, for all hours after the Termination Date that Executive spends providing assistance as specified in this paragraph, beyond an initial eight hours for which Executive need not be compensated. Nothing in this Agreement shall be construed or interpreted as requiring the Executive to provide any testimony, sworn statement or declaration that is not complete and truthful. If the Company requires the Executive to travel outside the metropolitan area in the United States where the Executive then resides to provide any testimony or otherwise provide any such assistance, then the Company will reimburse the Executive for any reasonable, ordinary and necessary travel and lodging expenses incurred by Executive to do so provided the Executive submits all documentation required under the Company's standard travel expense reimbursement policies and as otherwise may be required to satisfy any requirements under applicable tax laws for the Company to deduct those expenses.

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17.Notice.

Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to:

INC Research, LLC

Attention: Christopher L. Gaenzle General Counsel

3201 Beechleaf Court,

Suite 600

Raleigh, North Carolina 27604

Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company.

18.Governing Law, Forum and Jury Waiver.This Agreement, and all disputes, claims or controversies arising out of or relating to this Agreement, shall be governed by the laws of the State of North Carolina without regard or reference to its conflicts of laws principles. The parties agree that any action or proceeding with respect to this Agreement or Executive's employment with the Company shall be brought exclusively in the state or federal courts in the State of North Carolina, and Executive voluntarily submits to the exclusive jurisdiction over Executive's person by a court of competent jurisdiction located within the State of North Carolina. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the State of North Carolina, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby knowingly and expressly waive their right to a jury trial for any claim relating to his or its, as applicable, rights or obligations under this Agreement.

19.Entire Agreement; Counterparts.

This Agreement contains all the understanding between the parties hereto pertaining to the subject matter hereof and supersedes all undertakings, promises and agreements, whether oral or in writing, previously entered into between them with respect to the subject matter herein. This Agreement may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

20.Amendment, Modification or Waiver.

This Agreement may not be changed orally, and no provision of this Agreement may be amended, or modified unless such amendment or modification is in writing, signed by Executive and by a duly authorized officer of the Company. No act or failure to act by the Company or Executive will waive any right, condition or provision contained herein. Any waiver by the Company or Executive must be in writing and signed by a duly authorized officer of the Company or Executive, respectively, to be effective.

21.Severability.

In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein. If, moreover, anyone or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration; geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear.

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22.Prior Obligations.

(a) Executive agrees to comply with all lawful post-employment obligations ("Obligations") with Executive's former employer, Quintiles Transnational, Company ("Quintiles") during Executive's employment with the Company. Executive will take all necessary steps to ensure that Executive does not disclose to Company any confidential business information or trade secrets of Quintiles and that Executive does not disseminate or solicit Quintiles' s confidential or proprietary information. Executive and the Company shall work cooperatively with respect to each component of this paragraph. Further, Executive agrees to exhaust all reasonable efforts and negotiate in good faith with Quintiles on the release of any non-competition Obligation.

Should the Company become a party to any claim or litigation in regards to the Obligations Executive may be subject to, Executive agrees to reasonably cooperate in good faith with the Company in connection with any necessary defense, prosecution or investigation. Should Executive be named as a Defendant in any claim or litigation in regards to Executive's non-competition or non-solicitation Obligations regarding Executive's employment with the Company, Company agrees to indemnify Executive for any reasonable. attorney's fees, or judgment entered for damages to Quintiles in the form of direct costs which are solely related to Executive's non-competition or non-solicitation Obligations. It being understood that such indemnification does not include reimbursement of gains related to Executives equity transactions in Quintiles stock or other forms of compensation received by Executive from Quintiles. Further, should any claim or litigation in regard to the non-competition or non­ solicitation Obligations preclude Executive from being employed by Company, Company shall pay Executive (i) the pro-rated equivalent of Executive's Base Salary from the Effective Date, (ii) any MIP Bonus Executive otherwise would have earned if Executive's Employment had started as of the Effective Date, and (iii) any costs associated with maintaining or acquiring the

same or substantially similar Health Insurance and Benefits described in Section 3(d), for the period beginning as of the Effective Date and continuing through the earlier of the employment with the Company or completion of the non-competition Obligations. Nothing in this paragraph should be construed as an admission that the Obligations are enforceable, or that Executive is in breach of the Obligations by being employed by the Company.

(b) Executive warrants and represents to the Company that he does not own or control and will not own or control while he is employed by the Company, any right, title or interest in any invention, design, development, improvement, process, software program, work of authorship, trademark or technique, whether or not patentable or registrable under copyright or similar statutes, that relates in any manner to, or is useful in, the actual or planned business or products of the Company or relates in any manner to, or is useful in, its actual or anticipated research and development of the Company. If, in contravention of the foregoing, any invention, design, development, improvement, process, software program, work of authorship, trademark or technique exists, Executive grants to the company a perpetual, paid up, worldwide license to such invention, design, development, improvement, process, software program, work of authorship, trademark or technique.

23.Debarment/Exclusion.

Executive hereby certifies to the Company that, as provided in Section 306(a) and Section 306(b) of the U.S. Federal Food, Drug and Cosmetic Act (21 U.S.C. § 335a(a) and 335a(b)) and/or under any equivalent law within or outside the United States, he has not in the past been and/or is not currently (or threatened to be or subject to any pending action, suit, claim investigation or administrative proceeding which could result in him being) (i) debarred or (ii) excluded from participation in any federally funded healthcare program or (iii) otherwise subject to any governmental sanction in any jurisdiction (including disqualification from participation in clinical research) that would affect or has affected Executive's ability to perform his obligations under this Agreement or his employment or prevent him from working for the Company in any capacity in any jurisdiction. Executive hereby confirms that he is not on any of the following exclusion lists: (a) Food and Drug Administration Debarment

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List; (b) General Services Administration Excluded Parties List System; or (c) Office oflnspector General List of Excluded Individuals/Entities. Executive warrants and represents to the Company that he will notify the Company immediately if any of the foregoing occurs or is threatened and that the obligation to provide such notice will remain in effect following the termination of his employment with the Company for any reason, voluntary or involuntary. Any violation of this section by Executive may result in the termination of his employment with the Company. Immediately upon the request of the Company at any time, Executive will certify to the Company in writing his compliance with the provisions of this section.

Miscellaneous.

(a)All payments and benefits payable to Executive under this Agreement will be subject to appropriate tax withholding and other deductions, as and to the extent required by applicable law.

(b)Executive's and the Company's obligations hereunder shall continue in full force and effect in the event that Executive's job title, responsibilities, work location or other conditions of his employment with the Company change subsequent to the execution of the Agreement, without the need to execute a new Agreement.

(c)Executive's and the Company's obligations hereunder to the Company shall apply equally to any of the Company's current and future subsidiaries, affiliates, divisions, successors and assigns for which Executive performs services or about or from which Executive has access to Confidential Information.

(d)In the event that Executive breaches any of the provisions of Sections 9, 10, and 11 of this Agreement, to the extent permitted by law, the Non-Solicitation Period and/or Non­ Competition Period (as applicable) shall be tolled until such breach has been duly cured, it being the intent of the parties that such periods shall be extended by any period of time in which Executive is in violation of such sections.

(e)Executive agrees to provide a copy of Sections 8 through 13 of this Agreement to any subsequent or prospective employers prior to accepting a formal offer of employment during the Non-Solicitation Period and/or Non-Competition Period. Executive specifically authorizes the Company to provide a copy of Sections 8 through 13 of this Agreement and notify any subsequent or prospective employers of Executive's restrictions contained in Sections 8 through 13 of the Agreement. Executive agrees to promptly notify the Company of any acceptance of offers by Executive to perform services, any engagements to provide services, and/or actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever during the Non-Competition Period. Such notice must be provided prior to the commencement of any such services or work.

(f)The rights and remedies of the parties under this Agreement are cumulative (not alternative) and in addition to all other rights and remedies available to such parties at law, in equity, by contract or otherwise.

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Intending to be legally bound hereby, Executive has signed this Agreement as of the date set forth below under his signature:

	INC RESEARCH, LLC

Exhibit A

Release Agreement

This Release Agreement (this "Agreement") is entered into by and between_ ("Executive" or "You" or "Your"), INC Research, LLC (defined herein to include its, subsidiaries, parent entities, predecessors, successors and assigns, and hereinafter referred to as the "Company") and INC Research Holdings, Inc., the indirect parent company of the Company (defined herein to include its, subsidiaries, predecessors, successors and assigns, and hereinafter referred to as "Holdings") (together, the "Parties"), dated as of the date an executed copy of this Agreement has been delivered by Executive to the Company, as set forth in the signature block at the end of this Agreement (the "Effective Date").

In consideration of the promises set forth in the Separation and Release Agreement, dated

("Separation Agreement"), by and between the Parties as well as any promises set forth in this Agreement, the Parties agree as follows:

1.    Release of Claims.

1.1    In exchange for the Company and Holdings providing You with the payments and other benefits set forth in the Separation Agreement, to the fullest extent allowed by applicable law, You, individually and on behalf of Your heirs, executors, personal representatives, administrators, agents and assigns, forever waive, release, give up and discharge all waivable claims, liabilities and other causes of action, real or perceived, whether now known or unknown, against the Company, Holdings, their respective parents, subsidiaries, and other related and affiliated companies, their employee benefit plans and trustees, fiduciaries, administrators, sponsors and parties-in-interest of those plans, and all of their past and present employees, managers, directors, officers, administrators, shareholders, members, agents, attorneys, insurers, re-insurers and contractors acting in any capacity whatsoever, and all of their respective predecessors, heirs, personal representatives, successors and assigns (collectively, the "Released Parties" as used throughout this Agreement), which have arisen, occurred or existed at any time prior to the date of this Agreement (or which You may have in the future as a result of acts that occurred prior to the date of the Effective Date), including, without limitation, any and all claims, liabilities and causes of action arising out of, relating to, or in connection with Your employment with the Company, any terms, conditions or privileges related to Your employment with the Company, the termination of Your employment by the Company, the payment or non-payment of Your salary or bonuses by the Company, claims of wrongful discharge, retaliation, defamation, hostile environment, discrimination, personal injury, physical injury, misrepresentation or emotional distress, any change in control of the Company, and all alleged violations of federal, state or local fair employment practices or laws by any of the Released Parties for any reason and under any legal theory including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000(e), et seq., the Americans with Disabilities Act, 42 U.S.C. § 1210i, et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621, et seq., the Older Worker Benefits Protection Act, 29 U.S.C. § 626(f), et seq., the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001, et seq., the Civil Rights Act of 1991, 42 U.S.C. §§ 1981, 1983, 1985, 1986 and 1988, the Family and Medical Leave Act, 29 U.S.C. § 2601, et seq., the Equal Pay Act of 1963, 29 U.S.C. § 206, et seq., the Lilly Ledbetter Fair Pay Act of 2009, H.R. 11, the Consolidated Omnibus Budget Reconciliation Act, 29 U.S.C. § 1161, et seq. ("COBRA"), the Occupational Safety and Health Act, 29 U.S.C. 651 et seq., the North Carolina Equal Employment Practices Act, the North Carolina Retaliatory Employment Discrimination Act, the common law of the State of North Carolina, and all other federal or state or local laws, regulations, rules, ordinances, or orders, as they may be amended. Without limiting the generality of the foregoing, You also forever waive, release, discharge and give up all claims, real or perceived and now known or unknown, for breach of implied or express contract, including but not limited to breach of promise, breach of the

covenant of good faith and fair dealing, misrepresentation, negligence, fraud, estoppel, defamation, libel, misrepresentation, intentional infliction of emotional distress, violation of public policy, wrongful, retaliatory or constructive discharge, assault, battery, false imprisonment, negligence, and all other claims or torts arising under any federal, state, or local law, regulation, ordinance or judicial decision, or under the United States or North Carolina Constitutions. This waiver and release is of Your rights to all remedies and damages available to You in law or equity, including but not limited to Your right to compensation, backpay, front pay, non-economic damages, punitive and exemplary damages, statutory , damages, attorneys' fees, injunctive relief and declaratory judgments. Nothing in this Agreement shall be construed to release any claims or waive any substantive rights that cannot be released or waived as a matter of applicable law.

1.2    You have agreed to and do waive any and all claims You may have for employment or reinstatement by the Company or any of the Released.

1.3    Notwithstanding the release contained in Section 1.1above, You do not waive (i) Your entitlement to receive any 401(k), or pension plan benefits that shall have vested (if any) as of the Effective Date to the extent You have any entitlement to those benefits under the terms of the relevant plans, or (ii) Your right to file a charge with the EEOC or participate in an investigation conducted by the EEOC; however, You expressly waive Your right to monetary or other relief should any administrative agency, including but not limited to the EEOC, pursue any claim on Your behalf.

Nothing in this Agreement shall affect or limit Your, the Company's or Holdings' right to bring an action to enforce the terms of the Separation Agreement.

2.1    Covenant Not to Sue.

2.2    You warrant that You do not have any complaint, charge or grievance against any Released Party pending before any federal, state or local court or administrative or arbitral agency, and You further agree and covenant not to sue, file a lawsuit, or commence any other proceeding, arbitral, administrative or judicial action, against any of the Released Parties in any court of law or equity, or before any arbitral body or administrative agency, with respect to any matter released in Section 1.1 above; provided,however, that this covenant not to sue does not affect Your rights to enforce appropriately the terms of the Separation Agreement in a court· of competent jurisdiction and does not affect Your right to file a charge with the EEOC or participate in an investigation conducted by the EEOC; however, You expressly waive Your right to monetary or other relief should any administrative agency, including but not limited to the EEOC, pursue any claim on Your behalf.

2.3    Should You file a lawsuit with any court or arbitration panel concerning any claim, demand, issue, or cause of action waived, released or discharged through this Agreement or otherwise in breach of Section 2.1above, You agree (i) that any amounts payable or paid to You, as applicable, pursuant to Section 2 of the Separation Agreement shall no longer be payable and, if already paid, shall promptly be returned to the Company and (ii) to the fullest extent allowed by applicable law, to indemnify the Released Parties for all costs and expenses incurred by them in defending such lawsuit. You further agree that nothing in this Agreement shall limit the right of a court to determine, in its sole discretion, that the Released Parties are entitled to restitution, recoupment or set off of any monies paid should the release of any claims under this Agreement subsequently be found to be invalid.

2.4    Should the Company or Holdings file a lawsuit with any court or arbitration panel concerning any claim, demand, issue, or cause of action waived, released or discharged through this Agreement or otherwise in breach of Section 2.3 above, the Company and Holdings agree, to the fullest extent allowed by applicable law, to indemnify You for all costs and expenses incurred by You in defending such lawsuit.

Each Party agrees not to advocate or incite the institution of, or assist or participate in, any suit, unrest, complaint, charge or administrative proceeding by any other person against the other Parties or any of the Released Parties, unless compelled by legal process to do so. Nothing in this Section 2shall prohibit any Party from lawfully participating or cooperating in an investigative proceeding of any federal, state or local government agency.

3.0 Non-Admission of Liability. You agree that this Agreement shall not in any way be construed as an admission that any of the Released Parties owe You any money or have acted wrongfully, unlawfully, or unfairly in any way towards You. In fact, You understand that the Released Parties specifically deny that they have violated any federal, state or local law or ordinance or any right or obligation that they owe or might have owed to You at any time, and maintain that they have at all times treated You in a fair, non-discriminatory and non-retaliatory manner.

4.1Miscellaneous.

4.2GOVERNING LAW AND VENUE.

4.2.1THIS AGREEMENT AND ITS NEGOTIATION, EXECUTION, PERFORMANCE OR NON-PERFORMANCE, INTERPRETATION, TERMINATION, CONSTRUCTION AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) INCLUDING RESOLUTIONS OF DISPUTES THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION AND PERFORMANCE OF THIS AGREEMENT (INCLUDING ANY CLAIM OR CAUSE OF ACTION BASED UPON, ARISING OUT OF OR RELATED TO ANY REPRESENTATION OR WARRANTY MADE OR IN CONNECTION WITH THIS AGREEMENT OR AS AN INDUCEMENT TO ENTER INTO THIS AGREEMENT) (EACH A "PROCEEDING") SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA, REGARDLESS OF LAWS THAT MIGHT OTHERWISE GOVERN UNDER ANY APPLICABLE CONFLICT OF LAWS PRINCIPLES.

4.2.2THE PARTIES AGREE THAT ANY PROCEEDINGS SHALL BE FINALLY SETTLED BY ARBITRATION BY ONE ARBITRATOR APPOINTED JOINTLY BY THE PARTIES, OR, IN DEFAULT OF AGREEMENT BETWEEN THE PARTIES, APPOINTED, BY THE AMERICAN ARBITRATION ASSOCIATION. THE SEAT OF THE PROCEEDINGS WILL BE RALEIGH, NORTH CAROLINA, AND THEY WILL BE CONDUCTED IN THE ENGLISH LANGUAGE. IN DEFAULT OF AGREEMENT BETWEEN THE PARTIES, THE PROCEDURAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION APPLICABLE TO EMPLOYMENT DISPUTES SHALL BE APPLIED. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE ARBITRATOR SHALL DECIDE THE EXTENT TO WHICH EACH PARTY SHALL BEAR THE COSTS AND EXPENSES ASSOCIATED WITH THE RESOLUTION OF ANY PROCEEDINGS.

4.2.3EACH PARTY FURTHER AGREES THAT ANY FINAL, NON­ APPEALABLE AWARD OR JUDGMENT AGAINST A PARTY IN CONNECTION WITH ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONCLUSIVE AND BINDING ON SUCH PARTY AND THAT SUCH AWARD OR JUDGMENT MAY BE ENFORCED IN ANY COURT OF COMPETENT JURISDICTION, EITHER WITHIN OR OUTSIDE OF THE U.S. A CERTIFIED OR EXEMPLIFIED COPY OF SUCH AWARD OR JUDGMENT SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND AMOUNT OF SUCH AWARD OR JUDGMENT.

4.2Severability. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity and severed from this Agreement, without invalidating the remainder of such provision or remaining provisions of this Agreement.

4.3Proper Construction. The language of this Agreement shall be construed within the context of the whole Agreement and according to its fair meaning, and not strictly for or against any of the Parties. The paragraph headings used in this Agreement are intended solely for convenience of reference and shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof.

4.4Survival. Executive acknowledges that the covenants set forth in Sections    of the Separation Agreement and any provisions contained in the Separation Agreement that are intended to survive following termination of Executive's employment shall, pursuant to their terms, survive Executive's execution of this Agreement.

4.5Amendments. This Agreement may be modified, altered or terminated only by an express written agreement between the Company, Holdings and You, which agreement must be signed by all Parties or their duly authorized agents, and expressly reference and attach a copy of this Agreement to be effective.

4.6Counterparts. This Agreement may be signed in counterparts and said counterparts shall be treated as though signed as one document. In the event that the Parties execute this Agreement by exchange of portable document format or other electronically signed copies or facsimile signed copies, the Parties agree that, upon being signed by all the Parties, this Agreement shall become effective and binding and that such copies shall constitute evidence of the existence of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, Executive has executed this General Release Agreement as of the date set forth below.

EXECUTIVE

Name: Address:

Dated:("Effective Date")

Received, Acknowledged and Accepted:

INC RESEARCH, LLC

By:         Name:

Title:    General Counsel Date:

INC RESEARCH HOLDINGS, INC.

By:     Name:

Title:    General Counsel Date:

FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT

This First Amendment to Executive Employment Agreement ("First Amendment") is made and entered into as of the 18th day of June, 2014 by and between INC Research, LLC (hereinafter the "Company") and Jason Meggs ("Executive"). This First Amendment is an amendment to the Executive Employment Agreement entered into by Company and Executive dated April 8, 2014 (the "Agreement").

WHEREAS, the Company and Executive desire to modify the Agreement in accordance with this First Amendment.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby amend the Agreement and agree as follows:

1.Amendment to Section 1. The first sentence of Section 1 of the Agreement is hereby deleted and replaced in its entirety with the following:

"Subject to the terms and conditions of this Agreement, the Company hereby employs Executive as Senior Vice-President Global Business Finance, and Executive accepts such employment effective April 11, 2014 ("Effective Date"); provided that, Executive will not provide active services to the Company until July 1, 2014."

2.Amendment to Section 4. The first sentence of Section 4 of the Agreement is hereby deleted and replaced in its entirety with the following:

"The term of employment shall commence on the Effective Date and continue until terminated as set forth herein; provided that, Executive will not provide active services to the Company until July 1, 2014."

3.Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall constitute an original, but when taken together, shall constitute one instrument. Counterparts of this First Amendment may be delivered via facsimile or other electronic means, with the intention that they shall have the same effect as an original counterpart hereof.

4.Effect on the Agreement. Except as specifically provided herein, the Agreement shall remain in full force and effect. Except as specifically provided above, the execution, delivery and effectiveness of this First Amendment shall not operate as a waiver of any right, power or remedy of the Company or the Executive under the Agreement.

5.Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to the conflict of law provisions thereof.

IN WITNESS WHEREOF, the parties hereby execute this First Amendment to Executive Employment Agreement.

EXECUTIVE	INC RESEARCH, LLC

EX-10.4

Exhibit 10.4

VIA EMAIL
DATE:	March 20, 2018
TO:	Jason Meggs
FROM:	Alistair Macdonald
SUBJECT:	Interim CFO Compensation Package
Dear Jason, I want to thank you for accepting the role of serving as our Interim CFO as we develop our plans for a permanent CFO. Serving in this role is very important to continuing the success of the finance team and the overall Company. First, I want to reassure you of the importance of your continuing role with the Company though the following additions to your current compensation package: ●    You will receive a salary increase, effective as of January 28, 2018, taking your salary to $400,000. This increase in salary will remain in effect for so long as you are serving as Interim CFO. ● In recognition of your value to our Company, for so long as you serve as Interim CFO, you will also receive an additional compensation “stipend” of $2,000 per bi-weekly pay period, effective as of January 28, 2018, delivered to you via our normal payroll process. ●    You will also receive an increase in your MIP target value to 50% of base salary. You will also be eligible to receive under your executive employment agreement with the Company dated April 8, 2014, amended June 8, 2014 (your “Employment Agreement”) a severance benefit equal to 12 months (instead of six months) of salary pay and your MIP target value paid over 12 months, plus the value of six months COBRA coverage if the Company terminates your employment without Cause (as such term is defined under your Employment Agreement). Finally, solely with respect to the time-vesting RSUs granted to you on February 15, 2018, if someone else is appointed as the Company’s permanent CFO and your employment is subsequently terminated by the Company without Cause and (A) such termination occurs prior to February 15, 2019, then 1/3 of the award will immediately vest, or (B) such termination occurs after February 15, 2019 and within 6 months after such CFO appointment, then a pro-rata portion (based on the number of days worked since the last applicable vesting date relative to 365) of the next vesting tranche of the award will immediately vest. These awards will otherwise be subject to all the other terms and conditions of the applicable award agreement and applicable 2014 Equity Incentive Plan. You agree that you will not have Good Reason (as such term is defined under your Employment Agreement) to resign due to someone else being appointed as the Company’s permanent CFO, upon a corresponding reversion of your salary or, in any case, the cessation of your stipend upon you ceasing to be Interim CFO.

I look forward to the continued success of our finance team supporting the organization through your leadership.

Sincerely,

/s/ Alistair Macdonald

Alistair Macdonald

CEO

Acknowledged and Agreed:

/s/ Jason Meggs

Jason Meggs

EVP and Interim CFO

EX-10.5

Exhibit 10.5

May 4, 2018

Dear Jason,

On behalf of Syneos Health, Inc., I am extremely pleased to congratulate you on your appointment as the Company’s Chief Financial Officer, effective May 6, 2018.

Your employment is currently subject to the terms and conditions set forth in your Executive Employment Agreement dated April 8, 2014 and amended June 8, 2014 and your March 20, 2018 letter agreement, and will continue to be subject to such terms and conditions, except as modified below.

In consideration of your services to the Company as its CFO, you will be paid an annual base salary of $475,000, subject to annual review. You will continue to be eligible to participate in the Company’s Management Incentive Plan (MIP) and your MIP target value will be 70% of your annual base salary. Additionally, you will be eligible to participate in the Company’s Executive Severance Plan.

You will also be eligible to receive an annual equity award commensurate with amounts, terms and conditions applicable to similarly situated executive officers of the Company, subject to the applicable terms, conditions and eligibility requirements of the Company’s equity plans and programs, as they may exist from time to time.

If you accept the terms of this letter, please sign and date below. I look forward to the continued success of our finance team supporting the Company through your leadership.

Sincerely,

/s/ Alistair Macdonald

Alistair Macdonald

CEO

Accepted:	/s/ Jason Meggs	Date:	5/4/2018
	Jason Meggs

EX-10.6

Exhibit 10.6

INC RESEARCH HOLDINGS, INC.
2014 Equity Incentive Plan, As Amended and Restated

Global Performance Restricted Stock Unit Award Agreement

This Global Performance Restricted Stock Unit Award Agreement including any special terms and conditions for the Participant’s country set forth inAppendix B, attached hereto (the Global Performance Restricted Stock Unit Agreement and Appendix A and B, together, the “Agreement”) is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and Participant Name (the “Participant”), effective as of Grant Date (the “Date of Grant”).

RECITALS

WHEREAS, the Company has adopted the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those terms in the Plan; and

WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Performance Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

1. Grant of Performance Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of Grant, Number of PRSUs Granted (the “Target Award”) Performance Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in Section 4.5 of the Plan (the “PRSUs”).

2. Vesting Eligibility of PRSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the PRSUs will be eligible for vesting as follows:

(a) General. Except as otherwise provided in Sections 2(b) through 2(d), the PRSUs will vest (i) to the extent the Performance Goals are attained during the Performance Periods as set forth on Appendix A and (ii) as long as the Participant is in Service from the Date of Grant through the date on which the Committee determines the attainment level of the Performance Goals for the last Performance Period (the “Service Vesting Date”). The Committee will, promptly after the filing of the Company’s Form 10-K (or other report publicly furnished to the U.S. Securities and Exchange Commission (the “SEC”)) for each of the Performance Periods, review the applicable financial data as reported in the Form 10-K (or such other applicable report) and determine whether and to what extent the Performance Goals for each Performance Period set forth in Appendix A have been attained. On the basis of such determined level of attainment of the Performance Goals, the Committee shall determine the number of PRSUs that are eligible for vesting. Except as otherwise provided in Sections 2(b) through 2(d), PRSUs that do not become eligible for vesting based on the attainment of the

Performance Goals become forfeited as of the determination date applicable to the corresponding Performance Period.

(b) Effect of Death and Termination Due to Disability. Upon the Participant’s termination of Service due to Disability or Death at any time on or prior to the last day of the last Performance Period, the Participant shall vest in the PRSUs as follows: (i) in the event the termination of Service occurs following a completed Performance Period, the Participant shall vest in the number of PRSUs subject to a Target Award Tranche (as defined in Appendix A) corresponding to such completed Performance Period based on the actual performance attainment level; (ii) in the event the termination of Service occurs during or prior to the commencement of a Performance Period, the Participant shall vest in the number of PRSUs subject to the Target Award Tranche corresponding to such Performance Periods. No fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the foregoing calculation shall be rounded down to the next whole Share. In the event of the Participant’s death or termination of Service due to Disability after the last day of the last Performance Period, but prior to settlement of the PRSUs, the PRSUs shall continue to be eligible to vest in the number of PRSUs had the Participant continued in Service through the Service Vesting Date. Any PRSUs that are not eligible to vest upon the Participant’s Termination of Service due to Disability or Death in accordance with this Section 2(b) shall be forfeited as of such date.

(c) Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, but prior to the last day of the last Performance Period, the Participant shall vest in the PRSUs as follows: (i) in the event the Retirement occurs following a completed Performance Period, the Participant shall vest in the number of PRSUs subject to the Target Award Tranche corresponding to such completed Performance Period based on the actual performance attainment level; and (ii) in the event the Retirement occurs during a Performance Period, the Participant shall vest in a number of PRSUs subject to the Pro-Rated Target Award Tranche (defined below) corresponding to such Performance Period. The number of PRSUs that shall vest under the Pro-Rated Target Award Tranche shall be calculated by multiplying (i) the number of PRSUs subject to the Target Award Tranche for the applicable Performance Period by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the first day of such Performance Period and the date of the Participant’s Retirement, and the denominator of which shall be 365. No fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the foregoing calculation shall be rounded down to the next whole Share. In the event of the Participant’s Retirement after the last day of the last Performance Period, but prior to settlement of the PRSUs, the PRSUs shall continue to be eligible to vest in the number of PRSUs had the Participant continued in Service through the Service Vesting Date. For the avoidance of any doubt, all of the PRSUs shall be forfeited in the event of the Participant’s Retirement on or before the first anniversary of the Date of Grant and any PRSUs that are not eligible to vest upon the Participant’s Retirement in accordance with this Section 2(c) shall be forfeited. For purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the Participant (i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this Section 2(c), a Participant’s Retirement shall not include: (i) a termination by the Company for Cause (as defined in below), as determined in the sole discretion of the Company, (ii) a resignation by the Participant after being notified that the Company has

elected to terminate the Participant for Cause, (iii) a termination or resignation by the Participant during the pendency of an investigation with respect to the Participant or while the Participant is on a performance improvement plan, or (iv) any other circumstance upon which the Company determines in good faith the Participant is not in good standing at the time of such termination at the sole discretion of the Company.

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the PRSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed unlawful and/or discriminatory, the provisions above regarding the treatment of the PRSUs shall not be applicable to the Participant.

(d)    Effect of Involuntary Termination in connection with Change in Control. In the event of a Change in Control, a number of PRSUs equal to the following shall be converted into time-based RSUs that shall vest on the Service Vesting Date, subject to the Participant’s continued Service through such date: the sum of (i) the PRSUs subject to each completed Performance Period prior to the date of the Change in Control that became eligible to vest based on the attainment level of the performance goals, plus (ii) the number of PRSUs subject to each Target Award Tranche for each Performance Period that have not yet been completed as of the date of the Change in Control (the “Converted Time-Based RSUs”). The Converted Time-Based RSUs shall immediately vest in full in the event of (A) the Participant’s Service is terminated by the Company or a Subsidiary for any reason other than Cause, death or Disability or (B) the Participant resigns for Good Reason, in each case, at the time of, or during the period commencing on the date three (3) months prior to a Change in Control and ending twenty-four (24) months following such Change in Control (either of such events of termination within such period, a “CIC Termination”). [Note: the Performance-Based Restricted Stock Unit Grant for the CFO has a period in subsection (d)(B) of six months following the consummation Change in Control.]

As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events: (i) a material reduction in the Participant’s base salary or Target Bonus percentage under the Syneos Health Management Incentive Plan, if applicable; (ii) a material adverse change to the Participant’s authority, job duties or responsibilities as compared to the Participant’s authority, job duties or responsibilities immediately prior to the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment more than fifty (50) miles from the Company’s offices at 3201 Beechleaf Court, in Raleigh, North Carolina or the Participant’s assigned principal office location with any Subsidiary as of immediately prior to the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement, service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good Reason only if the Participant provides the Company with written notice of the basis for the Participant’s Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified actions or inactions within thirty (30) days of such notice and provided further that the Participant terminates his or her

Service within thirty (30) days following the Company or applicable Subsidiary’s failure to cure within the thirty (30) day cure period.

Any vesting acceleration contemplated under this Section 2(d) shall be subject to the limitations provided in Section 5.5 of the Plan.

3. Settlement of PRSUs.

(a) Settlement in Stock. PRSUs that vest pursuant to Section 2 above will be settled by delivering to Participant a number of Shares equal to the number of PRSUs that vest in accordance with the following schedule: (i) within ninety (90) days of the last day of the last Performance Period in the event of a vesting event described in Section 2(a); (ii) within sixty (60) days of the Participant’s termination of Service in the event of a vesting event described in Section 2(b) or 2(c); (iii) within sixty (60) days of the later of the date of the Participant’s Termination of Service or Change in Control in the event of a vesting event described in Section 2(d), in each case subject to the provisions of Section 15(l). In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax­Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.

(b) Book­Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the Company’s transfer agent (or another custodian selected by the Company) in book­entry form in the Participant’s name.

(c) Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares subject to the PRSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.

(d) Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PRSUs, including, but not limited to, the grant or vesting of the PRSUs, the delivery of Shares following the Vesting Date, the subsequent sale of Shares acquired pursuant to such vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the PRSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(e) Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at the Company’s and/or the Employer’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant to the Company prior to the day of vesting of an amount that the Company will apply to the required withholding; (2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (3) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the PRSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (4) withholding in Shares to be issued upon settlement of the PRSUs. For purposes of alternative (4) above, any Shares withheld shall be credited for purposes of the withholding requirements at the Fair Market Value of the Shares on the date that the tax withholding is determined. Until such time as the Company provides notice to the contrary, it will collect withholding for Tax-Related Items pursuant to alternative (3) above; provided, however, that if such method (A) cannot be processed by the broker or (B) the Participant is subject to the Company’s Policy on Insider Trading and Communications with the Public (the “Insider Trading Policy”), the sale of Shares pursuant to alternative (3) is prohibited under the Insider Trading Policy and the Participant has not entered into an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1) of the Exchange Act and that provides for the sale of all of the Shares subject to this Agreement, the Company will instead collect withholding for Tax-Related Items pursuant to alternative (4).

The Company may withhold or account for Tax-Related Items by considering rates up to, but not exceeding, the maximum tax rates in the Participant’s jurisdiction, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested PRSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.

Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

4. Forfeiture. Except as provided in Sections 2(b) through 2(d), all PRSUs (whether eligible for vesting or not) will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service for any reason (whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), including a Participant’s change in status from employee to consultant or other personal service provider, prior to the Vesting Date. In addition, any PRSUs for a given Performance Period which are not eligible for vesting after determination of the attainment

of the Performance Goals for such Performance Period will be forfeited as of the date of certification by the Committee and will not carry over to subsequent Performance Periods. Without limiting the generality of the foregoing, the PRSUs and the Shares (and any resulting proceeds) will continue to be subject to Section 13 of the Plan.

5. Adjustment to PRSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of the Plan, the PRSUs may be adjusted in accordance with Section 4.5 of the Plan.

6. Nature of Grant. In accepting the PRSUs, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of the PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PRSUs, or benefits in lieu of PRSUs, even if PRSUs have been granted in the past;

(c) all decisions with respect to future PRSUs or other grants, if any, will be at the sole discretion of the Company;

(d) the PRSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Subsidiary;

(e) the Participant is voluntarily participating in the Plan;

(f) the PRSUs and the Shares subject to the PRSUs are not intended to replace any pension rights or compensation;

(g) the PRSUs and the Shares subject to the PRSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

(h) unless otherwise agreed with the Company, the PRSUs and the Shares subject to the PRSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service that the Participant may provide as a director of a Subsidiary;

(i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the PRSUs resulting from the termination of the Participant’s Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

(k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the PRSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(l) The following provision applies if the Participant is providing services outside the United States: neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to the Participant pursuant to the settlement of the PRSUs or the subsequent sale of any Shares acquired upon settlement.

7. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

8. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other PRSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all PRSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with

implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant PRSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

9. Language. If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

10. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

11. Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the Participant’s participation in the Plan, on the PRSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

12. Appendix B. Notwithstanding any provisions in this Agreement, the PRSUs shall be subject to any special terms and conditions set forth in Appendix B for the Participant’s country. Appendix B constitutes part of this Performance Restricted Stock Unit Agreement.

13. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any applicable restrictions and should speak with a personal legal advisor on this matter.

14. Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant is advised to consult his or her personal legal advisor for any details.

15. Miscellaneous Provisions

(a) Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by federal and state securities and other securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet those requirements. The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.

(b) Non­-Transferability. The PRSUs and the rights and privileges conferred thereby shall be non-transferrable except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange

upon which such shares are listed, any applicable federal, state or local laws and any agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s) delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate reference to such restrictions.

(c) No Right to Continued Service. Nothing in this Agreement or the Plan confers upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

(d) Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be given by the Company (x) in a writing addressed to the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid, or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.

(e) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

(f) Waiver. No waiver of any breach or condition of this Agreement by the Participant or any other Participant will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(g) Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(h) Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(i) Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(j) Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant and each party to this Agreement agrees that it will bring all claims, causes of action and proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or be related to the Plan and this Agreement exclusively in the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such claim, cause of action or proceeding, exclusively in the United States District Court for the District of Delaware (the “Chosen Court”), and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such claim or cause of action will be effective if notice is given in accordance with this Agreement.

(k) Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(l) IRC Section 409A. This Section 15(l) applies only to Participants who are U.S. taxpayers.

Anything in this Agreement to the contrary notwithstanding, PRSUs that are non-qualified deferred compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of employment under Section 2(b) or 2(c) [the Performance-Based Restricted Stock Unit for the CFO includes Section 2(d)] hereof shall be settled within sixty (60) days of the date the Participant experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from Service”).  [With respect to PRSUs that are settled as a result of the Participant’s termination of employment under Section 2(d), any such PRSUs that are non-qualified deferred compensation subject to Section 409A, shall be settled within 60 days of the later of the Separation from Service or Change in Control, provided that if the Change in Control is not a “change in control event” (within the meaning of the Treasury Regulations promulgated under Section 409A of the Code), the PRSUs shall be settled as described in Section 3(a)(i).] [Note: the Performance-Based Restricted Stock Unit for the CFO does not include these sentences.]  If the Participant is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Separation from Service (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any PRSUs that are non-qualified deferred compensation that are payable upon a Separation from Service shall instead be settled on the first business day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, to the extent such delayed payment

is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.

(m) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the PRSUs subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

[Signature page follows.]

IN WITNESS WHEREOF, the Company and the Participant have executed this Global Performance Restricted Stock Unit Award Agreement and any appendices thereto as of the date first written above.

SYNEOS HEALTH, INC.

By:    

Name:    

Title:    

PARTICIPANT

[Electronic Signature]                 

______________________________        

Participant Signature                    

Name: [Participant Name]

Acceptance Date: [Acceptance Date]

APPENDIX A

PERFORMANCE GOALS FOR PRSU VESTING ELIGIBILITY

The v esting eligibility of the PRSUs granted pursuant to the attached Global Performance Restricted Stock Unit Award Agreement will be determined by the Committee in accordance with the Plan and this Appendix A.

The number of PRSUs that will be eligible for vesting in accordance with Section 2(a) of the Agreement shall be equal to the sum of A + B + C, where:

A = number of PRSUs subject to a Target Award Tranche (as defined below) x the 2018 Performance Attainment Factor (set forth below)

B = number of PRSUs subject to a Target Award Tranche x the 2019 Performance Attainment Factor (set forth below)

C = number of PRSUs subject to a Target Award Tranche x the 2020 Performance Attainment Factor (set forth below)

Performance Periods: There will be three performance periods (each a “Performance Period”), as described in the below table, in which one-third (1/3) of the Target Award amount granted in Section 1 above (a “Target Award Tranche”) will be measured against the Performance Goals stated in the table below for such Performance Period.

Performance Period	Dates	Performance Goals	Units Subject to the Performance Goal
2018 Performance Period	January 1, 2018 to December 31, 2018	2018 Company Revenue Growth	One Target Award Tranche
2019 Performance Period	January 1, 2019 to December 31, 2019	2019 Company Revenue Growth	One Target Award Tranche
2020 Performance Period	January 1, 2020 to December 31, 2020	2020 Company Revenue Growth	One Target Award Tranche

Appendix A-2

<Performance Goals:>

Appendix A - Performance Restricted Stock Unit Award Agreement

APPENDIX B

INC RESEARCH HOLDINGS, INC.
2014 Equity Incentive Plan, As Amended and Restated

Global Performance Restricted Stock Unit Award Agreement

Country-Specific Terms and Conditions

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated (the “Plan”) and the Global Performance Restricted Stock Unit Award Agreement (the “PerformanceRestricted Stock Unit Agreement”). This Appendix constitutes part of the Performance Restricted Stock Unit Agreement.

Terms and Conditions

This Appendix B includes additional terms and conditions that govern the PRSUs granted to the Participant if the Participant resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the PRSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source of information relating to the consequences of the Participant’ s participation in the Plan because the information may be out of date at the time that the PRSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’ s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.

Appendix B-2

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 3 of the Global Restricted Stock Unit Award Agreement:

Without limitation to Section 3 of the Global Restricted Stock Unit Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). In the event that any income tax due is not collected from or paid by the Participant within ninety (90) days of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regimeand for paying the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit.

EX-10.7

Exhibit 10.7

INC RESEARCH HOLDINGS, INC.
2014 Equity Incentive Plan, As Amended and Restated

Global Restricted Stock Unit Award Agreement

This Global Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”), including any special terms and conditions for the Participant’s country set forth inthe Appendix A attached hereto (the Restricted Stock Unit Agreement and the Appendix A collectively, the “Agreement”) is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and Participant Name (the “Participant”), effective as of Grant Date (the “Date of Grant”).

RECITALS

WHEREAS, the Company has adopted the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those terms in the Plan; and

WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this Agreement (including the Appendix A attached hereto).

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

1. Grant of Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of Grant, Number of Awards Granted Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in Section 4.5 of the Plan (the “RSUs”).

2. Vesting of RSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the RSUs will vest as follows:

(a) General. Except as otherwise provided in Sections 2(b) through 2(d) and Section 4, the RSUs will vest in equal annual installments of 33 and 1/3% of the Shares (each annual installment, a “Tranche”) over a three-year period on each anniversary of the Date of Grant (each annual vesting period within such three-year period, a “Vesting Period”), subject to the Participant’s continued Service through the last day of the applicable Vesting Period. Vesting Schedule (Dates & Quantities)

(b) Effect of Death and Termination Due to Disability. The RSUs will become fully vested immediately upon the Participant’s death or termination of Service due to Disability.

(c) Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, the Participant shall be eligible to vest in a Pro-Rated Award. The number of RSUs that shall vest under a “Pro-Rated Award” shall be calculated by multiplying (i) the number of RSUs subject to the unvested Tranche of RSUs corresponding to the Vesting

Period during which the Participant’s Retirement occurs, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the first day of the applicable Vesting Period and the date of the Participant’s Retirement, and the denominator of which shall be 365. No fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the foregoing calculation shall be rounded down to the next whole Share. For the avoidance of any doubt, the remaining unvested Tranches corresponding to Vesting Periods commencing following the date of the Participant’s Retirement shall be forfeited upon the Participant’s Retirement and all of the RSUs shall be forfeited in the event of the Participant’s Retirement on or prior to the first anniversary of the Date of Grant. For purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the Participant (i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this Section 2(c), a Participant’s Retirement shall not include: (i) a termination by the Company for Cause (as defined in the Plan), as determined in the sole discretion of the Company, (ii) a resignation by the Participant after being notified that the Company has elected to terminate the Participant for Cause, (iii) a termination or resignation by the Participant during the pendency of an investigation with respect to the Participant or while the Participant is on a performance improvement plan, or (iv) any other circumstance upon which the Company determines in good faith the Participant is not in good standing at the time of such termination at the sole discretion of the Company.

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed unlawful and/or discriminatory, the provisions above regarding the treatment of the RSUs shall not be applicable to the Participant.

(d) Change in Control. The RSUs will become fully vested immediately upon the Participant’s termination of Service in the event that the Participant’s Service is terminated by the Company without Cause (as defined in the Plan) (other than for death or Disability) or if the Participant resigns for Good Reason at the time of, or within 6 months following, the consummation of a Change in Control occurring after the Date of Grant.

As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events: (i) a material reduction in the Participant’s base salary or Target Bonus percentage under the Syneos Health Management Incentive Plan, if applicable; (ii) a material adverse change to the Participant’s authority, job duties or responsibilities as compared to the Participant’s authority, job duties or responsibilities immediately prior to the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment more than fifty (50) miles from the Company’s offices at 3201 Beechleaf Court, in Raleigh, North Carolina or the Participant’s assigned principal office location with any Subsidiary as of immediately prior to the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement, service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good Reason only if the Participant provides the Company with written notice of the basis for the Participant’s Good Reason within forty-five (45) days of the initial actions

2

or inactions of the Company or any Subsidiary giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified actions or inactions within thirty (30) days of such notice and provided further that the Participant terminates his or her Service within thirty (30) days following the Company or applicable Subsidiary’s failure to cure within the thirty (30) day cure period.

Any vesting acceleration contemplated under this Section 2(d) shall be subject to the limitations provided in Section 5.5 of the Plan.

3. Settlement of RSUs Upon Vesting.

(a) Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to the Participant a number of Shares equal to the number of vested RSUs within sixty (60) days of the date on which the RSUs vest, subject to any special timing requirements applicable under Section 16(l), the terms of this Agreement and payment of any Tax-Related Items. In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax­Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.

(b) Book­Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the Company’s transfer agent (or another custodian selected by the Company) in book­entry form in the Participant’s name.

(c) Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.

(d) Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary employing or retaining the Participant (the “Employer”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of Shares following the vesting date of the RSUs, the subsequent sale of Shares acquired pursuant to such vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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(e) Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at the Company’s and/or the Employer’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant to the Company prior to the day of vesting of an amount that the Company will apply to the required withholding; (2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (3) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company(on the Participant’s behalf pursuant to this authorization); or (4) withholding in Shares to be issued upon settlement of the RSUs. For the purposes of alternative (4) above, any Shares withheld shall be credited for purposes of the withholding requirements at the Fair Market Value of the Shares on the date that the tax withholding is determined. Until such time as the Company provides notice to the contrary, it will collect withholding for Tax-Related Items pursuant to alternative (3) above; provided, however, that if such method (A)  cannot be processed by the broker or (B) the Participant is subject to the Company’s Policy on Insider Trading and Communications with the Public (the “Insider Trading Policy”), the sale of Shares pursuant to alternative (3) is prohibited under the Insider Trading Policy and the Participant has not entered into an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1) of the Exchange Act and that provides for the sale of all of the Shares subject to this Agreement, the Company will instead collect withholding for Tax-Related Items pursuant to alternative (4).

The Company may withhold or account for Tax-Related Items by considering rates up to, but not exceeding, the maximum tax rates in the Participant’s jurisdiction, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.

Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

4. Forfeiture. Except as provided in Sections 2(b) through 2(d) above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), including a Participant’s change in status from employee to consultant or other personal service provider. Without limiting the generality

4

of the foregoing, the RSUs and the Shares (and any resulting proceeds) will continue to be subject to Section 13 of the Plan.

5. Adjustment to RSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of the Plan, the RSUs may be adjusted in accordance with Section 4.5 of the Plan.

6. Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(d) the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Subsidiary;

(e) the Participant is voluntarily participating in the Plan;

(f) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(g) the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

(h) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary;

(i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Participant’s Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

(k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any of

5

its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(l) The following provision applies if the Participant is providing services outside the United States: neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

7. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

8. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional

6

information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

9. Language. If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

10. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

11. Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

12. Appendix. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any special terms and conditions set forth in the Appendix A for the Participant’s country. Appendix A constitutes part of this Restricted Stock Unit Agreement.

13. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before

7

possessing inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any applicable restrictions and should speak with a personal legal advisor on this matter.

14. Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.

15. Miscellaneous Provisions.

(a) Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by federal and state securities and other securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet those requirements. The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.

(b) Non­Transferability. The RSUs and the rights and privileges conferred thereby shall be non-transferrable except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, any applicable federal, state or local laws and any agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s) delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate reference to such restrictions.

(c) No Right to Continued Service. Nothing in this Agreement or the Plan confers upon the Participant any right to continue in Service for any period of specific duration or interfere

8

with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

(d) Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be given by the Company: (x) in a writing addressed to the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.

(e) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

(f) Waiver. No waiver of any breach or condition of this Agreement by the Participant or any other Participant will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(g) Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(h) Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(i) Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(j) Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant and each party to this Agreement agrees that it will bring all claims, causes of action and proceedings (whether in contract, in tort, at law or otherwise) that may be

9

based upon, arise out of or be related to the Plan and this Agreement exclusively in the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such claim, cause of action or proceeding, exclusively in the United States District Court for the District of Delaware (the “Chosen Court”), and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such claim or cause of action will be effective if notice is given in accordance with this Agreement.

(k) Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(l) IRC Section 409A. This Section 15(l) applies only to Participants who are U.S. taxpayers.

Anything in this Agreement to the contrary notwithstanding, RSUs that are non-qualified deferred compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of employment under Section 2(b), 2(c) or 2(d) hereof shall be settled within 60 days of the date the Participant experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from Service”).  If the Participant is a “specified employee” within the meaning of Section 409A of the Code as of the date of the Separation from Service (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any RSUs that are non-qualified deferred compensation that are payable upon a Separation from Service shall instead be settled on the first business day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.

(m) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the RSUs subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Global Restricted Stock Unit Award Agreement and any appendices thereto as of the date first written above.

PARTICIPANT                    SYNEOS HEALTH, INC.

By:    

Name:                        Title:    

[Electronic Signature]                 

______________________________            

Participant Signature                    

Name: [Participant Name]

Acceptance Date: [Acceptance Date]

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APPENDIX A

INC RESEARCH HOLDINGS, INC.
2014 Equity Incentive Plan, As Amended and Restated

Global Restricted Stock Unit Award Agreement

Country-Specific Terms and Conditions

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated, and the Global Restricted Stock Unit Award Agreement.

Terms and Conditions

This Appendix A includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix A also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix A as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.

A-1

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 3 of the Global Restricted Stock Unit Award Agreement:

Without limitation to Section 3 of the Global Restricted Stock Unit Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). In the event that any income tax due is not collected from or paid by the Participant within ninety (90) days of the U.K. tax year in which an event giving rise to the Tax-Related Items occurs, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regimeand for paying the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit.

A-2

EX-10.8

Exhibit 10.8

INC RESEARCH HOLDINGS, INC.
2014 Equity Incentive Plan, As Amended and Restated

Global Restricted Stock Unit Award Agreement

This Global Restricted Stock Unit Award Agreement (the “Restricted Stock Unit Agreement”), including any special terms and conditions for the Participant’s country set forth inthe Appendix B attached hereto (the Restricted Stock Unit Agreement, the Appendix B and all other appendices attached hereto, collectively, the “Agreement”) is made by and between Syneos Health, Inc., a Delaware corporation (the “Company”), and Participant Name (the “Participant”), effective as of Grant Date (the “Date of Grant”).

RECITALS

WHEREAS, the Company has adopted the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated (as the same may be amended and/or amended and restated from time to time, the “Plan”), which Plan is incorporated herein by reference and made a part of this Agreement, and capitalized terms not otherwise defined in this Agreement will have the meanings ascribed to those terms in the Plan; and

WHEREAS, the Committee has authorized and approved the grant of an Award to the Participant of Restricted Stock Units payable in shares of Common Stock (the “Shares”), subject to the terms and conditions set forth in the Plan and this Agreement (including the Appendix B attached hereto).

NOW THEREFORE, in consideration of the premises and mutual covenants set forth in this Agreement, the parties agree as follows:

1. Grant of Restricted Stock Units. The Company has granted to the Participant, effective as of the Date of Grant, Number of Awards Granted Restricted Stock Units, on the terms and conditions set forth in the Plan and this Agreement, subject to adjustment as set forth in Section 4.5 of the Plan (the “RSUs”).

2. Vesting of RSUs. Subject to the terms and conditions set forth in the Plan and this Agreement, the RSUs will vest as follows:

(a) General. Except as otherwise provided in Sections 2(b) through 2(d) and Section 4, the RSUs will vest in equal annual installments of 33 and 1/3% of the Shares (each annual installment, a “Tranche”) over a three-year period on each anniversary of the Date of Grant (each annual vesting period within such three-year period, a “Vesting Period”), subject to the Participant’s continued Service through the last day of the applicable Vesting Period. Vesting Schedule (Dates & Quantities)

(b) Effect of Death and Termination Due to Disability. The RSUs will become fully vested immediately upon the Participant’s death or termination of Service due to Disability.

(c) Effect of Retirement. Upon the Participant’s Retirement after the first anniversary of the Date of Grant, the Participant shall be eligible to vest in a Pro-Rated Award. The number of RSUs that shall vest under a “Pro-Rated Award” shall be calculated by multiplying (i) the number of RSUs subject to the unvested Tranche of RSUs corresponding to the Vesting Period during which the Participant’s Retirement occurs, by (ii) a fraction, the numerator of which shall be the number of days that have elapsed between the first day of the applicable Vesting Period and the date of the Participant’s Retirement, and the denominator of which shall be 365. No fractional Shares shall be issued, and any fractional Shares that would have been deemed vested based on the foregoing calculation shall be rounded down to the next whole Share. For the avoidance of any doubt, the remaining unvested Tranches corresponding to Vesting Periods commencing following the date of the Participant’s Retirement shall be forfeited upon the Participant’s Retirement and all of the RSUs shall be forfeited in the event of the Participant’s Retirement on or prior to the first anniversary of the Date of Grant. For purposes of this Agreement, “Retirement” means a voluntary termination of Service on or after the Participant (i) has attained age 55; and (ii) completed 10 years of continuous Service. For purposes of this Section 2(c), a Participant’s Retirement shall not include: (i) a termination by the Company for Cause (as defined in the Plan), as determined in the sole discretion of the Company, (ii) a resignation by the Participant after being notified that the Company has elected to terminate the Participant for Cause, (iii) a termination or resignation by the Participant during the pendency of an investigation with respect to the Participant or while the Participant is on a performance improvement plan, or (iv) any other circumstance upon which the Company determines in good faith the Participant is not in good standing at the time of such termination at the sole discretion of the Company.

Notwithstanding the foregoing, if the Company receives a legal opinion that there has been a legal judgment and/or legal development in the Participant’s jurisdiction that likely would result in the favorable treatment that applies to the RSUs if the Participant attains the conditions set forth in this Section 2(c) being deemed unlawful and/or discriminatory, the provisions above regarding the treatment of the RSUs shall not be applicable to the Participant.

(d) Change in Control. The RSUs will become fully vested immediately upon the Participant’s termination of Service in the event that the Participant’s Service is terminated by the Company without Cause (as defined in the Plan) (other than for death or Disability) or if the Participant resigns for Good Reason at the time of, or within 6 months following, the consummation of a Change in Control occurring after the Date of Grant.

As used in this Agreement, “Good Reason” shall mean the occurrence, without the Participant’s express written consent, of any of the following events: (i) a material reduction in the Participant’s base salary or Target Bonus percentage under the Syneos Health Management Incentive Plan, if applicable; (ii) a material adverse change to the Participant’s authority, job duties or responsibilities as compared to the Participant’s authority, job duties or responsibilities immediately

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prior to the Change in Control; (iii) a requirement that the Participant relocate to a principal place of employment more than fifty (50) miles from the Company’s offices at 3201 Beechleaf Court, in Raleigh, North Carolina or the Participant’s assigned principal office location with any Subsidiary as of immediately prior to the occurrence of the Change in Control; or (iv) if the Participant has an effective employment agreement, service agreement, or other similar agreement with the Company or any Subsidiary, a material breach of such agreement, provided, that, any event described in clauses (i), (ii), (iii) and (iv) above shall constitute Good Reason only if the Participant provides the Company with written notice of the basis for the Participant’s Good Reason within forty-five (45) days of the initial actions or inactions of the Company or any Subsidiary giving rise to such Good Reason and the Company or applicable Subsidiary has not cured the identified actions or inactions within thirty (30) days of such notice and provided further that the Participant terminates his or her Service within thirty (30) days following the Company or applicable Subsidiary’s failure to cure within the thirty (30) day cure period.

Any vesting acceleration contemplated under this Section 2(d) shall be subject to the limitations provided in Section 5.5 of the Plan.

3. Settlement of RSUs Upon Vesting.

(a) Settlement in Stock. RSUs vested as described in Section 2 above will be settled by delivering to the Participant a number of Shares equal to the number of vested RSUs within sixty (60) days of the date on which the RSUs vest, subject to any special timing requirements applicable under Section 16(l), the terms of this Agreement and payment of any Tax-Related Items. In any case, the Company may provide a reasonable delay in the delivery of the Shares to address Tax­Related Items, withholding, and other administrative matters, provided that any such delay does not result in a violation of Section 409A of the Code (to the extent the Participant is a U.S. taxpayer). Neither the Company nor the Committee will be liable to the Participant or any other Person for damages relating to any delays in issuing the Shares or any mistakes or errors in the issuance of the Shares.

(b) Book­Entry Registration of the Shares. The Company will deliver the Shares payable pursuant to this Agreement within the settlement period set forth in Section 3(a) by registering such Shares with the Company’s transfer agent (or another custodian selected by the Company) in book­entry form in the Participant’s name.

(c) Shareholder Rights. The Participant will not have any rights of a stockholder with respect to the Shares subject to the RSUs, including voting and dividend rights, unless and until the Shares are delivered as described in Section 3(b) above.

(d) Responsibility for Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary employing or

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retaining the Participant (the “Employer”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant or vesting of the RSUs, the delivery of Shares following the vesting date of the RSUs, the subsequent sale of Shares acquired pursuant to such vesting/delivery and the receipt of any dividends and/or dividend equivalents; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(e) Withholding Requirements. Prior to any relevant taxable or tax withholding event, as applicable, the Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at the Company’s and/or the Employer’s discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) cash payment by the Participant to the Company prior to the day of vesting of an amount that the Company will apply to the required withholding; (2) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer; (3) withholding from proceeds of the sale of Shares acquired upon vesting/settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company(on the Participant’s behalf pursuant to this authorization); or (4) withholding in Shares to be issued upon settlement of the RSUs. For the purposes of alternative (4) above, any Shares withheld shall be credited for purposes of the withholding requirements at the Fair Market Value of the Shares on the date that the tax withholding is determined. Until such time as the Company provides notice to the contrary, it will collect withholding for Tax-Related Items pursuant to alternative (3) above; provided, however, that if such method (A)  cannot be processed by the broker or (B) the Participant is subject to the Company’s Policy on Insider Trading and Communications with the Public (the “Insider Trading Policy”), the sale of Shares pursuant to alternative (3) is prohibited under the Insider Trading Policy and the Participant has not entered into an arrangement that is intended to comply with the requirements of Rule 10b5-1(c)(1) of the Exchange Act and that provides for the sale of all of the Shares subject to this Agreement, the Company will instead collect withholding for Tax-Related Items pursuant to alternative (4).

The Company may withhold or account for Tax-Related Items by considering rates up to, but not exceeding, the maximum tax rates in the Participant’s jurisdiction, in which case the Participant may receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items.

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Finally, the Participant agrees to pay to the Company or the Employer, including through withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

4. Forfeiture. Except as provided in Sections 2(b) through 2(d) above, any unvested RSUs will be forfeited immediately, automatically and without consideration upon a termination of the Participant’s Service (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any), including a Participant’s change in status from employee to consultant or other personal service provider. Without limiting the generality of the foregoing, the RSUs and the Shares (and any resulting proceeds) will continue to be subject to Section 13 of the Plan.

5. Adjustment to RSUs. In the event of any change with respect to the outstanding Shares contemplated by Section 4.5 of the Plan, the RSUs may be adjusted in accordance with Section 4.5 of the Plan.

6. Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that:

(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b) the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;

(d) the RSUs and the Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Subsidiary;

(e) the Participant is voluntarily participating in the Plan;

(f) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(g) the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;

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(h) unless otherwise agreed with the Company, the RSUs and the Shares subject to the RSUs, and the income and value of same, are not granted as consideration for, or in connection with, the service the Participant may provide as a director of a Subsidiary;

(i) the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the termination of the Participant’s Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Participant is employed or the terms of the Participant’s employment agreement, if any);

(k) the following provision shall not apply to Participants in the state of California: In consideration of the grant of the RSUs to which the Participant is otherwise not entitled, the Participant irrevocably agrees never to institute any claim against the Company or any of its Subsidiaries, waives his or her ability, if any, to bring any such claim, and releases the Company and its Subsidiaries from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, the Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim; and

(l) The following provision applies if the Participant is providing services outside the United States: neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to the Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

7. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant should consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

8. Restrictive Covenants. The Participant acknowledges and recognizes the highly competitive nature of the businesses of the Company and its Affiliates and accordingly agrees to the provisions of Appendix A to this Agreement (the “Restrictive Covenants”). For the avoidance of doubt, the Restrictive Covenants contained in this Agreement are in addition to, and not in lieu of, any other restrictive covenants or similar covenants between the Participant and the Company or any of its Affiliates.

9. Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its Subsidiaries for the purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and the Employer may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home

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address, email address and telephone number, date of birth, passport, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor (“Data”), for the exclusive purpose of implementing, administering and managing the Plan.

The Participant understands that Data will be transferred to Fidelity Stock Plan Services, LLC or any other broker selected by the Company, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting the Participant’s local human resources representative. The Participant authorizes the Company, Fidelity Stock Plan Services, LLC or any other broker selected by the Company and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local human resources representative. Further, the Participant understands that the Participant is providing the consents herein on a purely voluntary basis. If the Participant does not consent, or if the Participant later seeks to revoke the Participant’s consent, the Participant’s Service with the Employer will not be affected; the only consequence of refusing or withdrawing the Participant’s consent is that the Company would not be able to grant RSUs or other equity awards to the Participant or administer or maintain such awards. Therefore, the Participant understands that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the Plan. For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s local human resources representative.

Finally, upon request by the Company or the Employer, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents) that the Company and/or the Employer may deem necessary to obtain from the Participant for the purpose of administering the Participant’s participation in the Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the Plan if the Participant fails to provide any such consent or agreement requested by the Company and/or the Employer.

10. Language. If the Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

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11. Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

12. Imposition of Other Requirements. The Company reserves the right to impose any other requirements on the Participant’s participation in the Plan, on the RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

13. Appendix. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to any special terms and conditions set forth in Appendix B for the Participant’s country. Appendix B constitutes part of this Restricted Stock Unit Agreement.

14. Insider Trading Restrictions/Market Abuse Laws. The Participant acknowledges that, depending on the Participant’s or the Participant’s broker’s country of residence or where the Shares are listed, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to accept, acquire, sell otherwise dispose of Shares or rights to Shares or rights linked to the value of Shares (e.g., phantom awards, futures) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws or regulations in the Participant’s country). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant places before possessing inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Keep in mind third parties include fellow employees.

Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant is responsible for complying with any applicable restrictions and should speak with a personal legal advisor on this matter.

15. Foreign Asset/Account Reporting; Exchange Controls. The Participant’s country may have certain foreign asset and/or account reporting requirements and/or exchange controls which may affect the Participant’s ability to acquire or hold Shares under the Plan or cash received from participating in the Plan (including from any dividends received or sale proceeds arising from the sale of Shares) in a brokerage or bank account outside the Participant’s country. The Participant may be required to report such accounts, assets or transactions to the tax or other authorities in his or her country. The Participant also may be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to his or her country through a designated bank or broker and/or within a certain time after receipt. The Participant acknowledges that it is his or her responsibility to be compliant with such regulations, and the Participant should consult his or her personal legal advisor for any details.

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16. Miscellaneous Provisions.

(a) Securities or Exchange Control Laws Requirements. No Shares will be issued or transferred pursuant to this Agreement unless and until all then applicable requirements imposed by federal and state securities and other securities or exchange control laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the Shares may be listed, have been fully met. As a condition precedent to the issuance of Shares pursuant to this Agreement, the Company may require the Participant to take any reasonable action to meet those requirements. The Committee may impose such conditions on any Shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Act of 1933, as amended, under the requirements of any exchange upon which shares of the same class are then listed and under any blue sky or other securities laws applicable to those Shares.

(b) Non­Transferability. The RSUs and the rights and privileges conferred thereby shall be non-transferrable except as provided by Section 15.3 of the Plan. Any Shares delivered hereunder will be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, any applicable federal, state or local laws and any agreement with, or policy of, the Company or the Committee to which the Participant is a party or subject, and the Committee may cause orders or designations to be placed upon any certificate(s) or other document(s) delivered to the Participant, or on the books and records of the Company’s transfer agent, to make appropriate reference to such restrictions.

(c) No Right to Continued Service. Nothing in this Agreement or the Plan confers upon the Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or any Subsidiary employing or retaining the Participant) or of the Participant, which rights are hereby expressly reserved by each, to terminate his or her Service at any time and for any reason, with or without Cause.

(d) Notification. Any notification required by the terms of this Agreement will be given by the Participant (i) in a writing addressed to the Company at its principal executive office and will be deemed effective upon actual receipt when delivered by personal delivery or by registered or certified mail, with postage and fees prepaid, or (ii) by electronic transmission to the Company’s e-mail address of the Company’s General Counsel and will be deemed effective upon actual receipt. Any notification required by the terms of this Agreement will be given by the Company: (x) in a writing addressed to the address that the Participant most recently provided to the Company and will be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid; or (y) by facsimile or electronic transmission to the Participant’s primary work fax number or e-mail address (as applicable) and will be deemed effective upon confirmation of receipt by the sender of such transmission.

(e) Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties hereto with regard to the subject matter of this Agreement. This Agreement and the Plan supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter of this Agreement.

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(f) Waiver. No waiver of any breach or condition of this Agreement by the Participant or any other Participant will be deemed to be a waiver of any other or subsequent breach or condition whether of like or different nature.

(g) Successors and Assigns. The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns and upon the Participant, the Participant’s executor, personal representative(s), distributees, administrator, permitted transferees, permitted assignees, beneficiaries, and legatee(s), as applicable, whether or not any such person will have become a party to this Agreement and have agreed in writing to be joined herein and be bound by the terms hereof.

(h) Severability. The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, then the remaining provisions will nevertheless be binding and enforceable.

(i) Amendment. Except as otherwise provided in the Plan, this Agreement will not be amended unless the amendment is agreed to in writing by both the Participant and the Company.

(j) Choice of Law; Jurisdiction. This Agreement and all claims, causes of action or proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or relate to this Agreement will be governed by the internal laws of the State of Delaware, excluding any conflicts or choice-of-law rule or principle that might otherwise refer construction or interpretation of this Agreement to the substantive law of another jurisdiction. The Participant and each party to this Agreement agrees that it will bring all claims, causes of action and proceedings (whether in contract, in tort, at law or otherwise) that may be based upon, arise out of or be related to the Plan and this Agreement exclusively in the Delaware Court of Chancery or, in the event (but only in the event) that such court does not have subject matter jurisdiction over such claim, cause of action or proceeding, exclusively in the United States District Court for the District of Delaware (the “Chosen Court”), and hereby (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection to laying venue in any such proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is an inconvenient forum or does not have jurisdiction over any party and (iv) agrees that service of process upon such party in any such claim or cause of action will be effective if notice is given in accordance with this Agreement.

(k) Signature in Counterparts. This Agreement may be signed in counterparts, manually or electronically, each of which will be an original, with the same effect as if the signatures to each were upon the same instrument.

(l) IRC Section 409A. This Section 16(l) applies only to Participants who are U.S. taxpayers. Anything in this Agreement to the contrary notwithstanding, RSUs that are non-qualified deferred compensation subject to Section 409A of the Code and that vest as a result of the Participant’s termination of employment under Section 2(b), 2(c) or 2(d) hereof shall be settled within 60 days of the date th e Participant experiences a “separation from service,” within the meaning of Section 409A of the Code (“Separation from Service”).  If the Participant is a “specified

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employee” within the meaning of Section 409A of the Code as of the date of the Separation from Service (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination), any RSUs that are non-qualified deferred compensation that are payable upon a Separation from Service shall instead be settled on the first business day that is after the earlier of (i) the date that is six months following the date of the Participant’s Separation from Service or (ii) the date of the Participant’s death, to the extent such delayed payment is otherwise required in order to avoid a prohibited distribution under Section 409A(a)(2) of the Code, or any successor provision thereto.

(m) Acceptance. The Participant hereby acknowledges receipt of a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions of the Plan and this Agreement, and accepts the RSUs subject to all of the terms and conditions of the Plan and this Agreement. In the event of a conflict between any term or provision contained in this Agreement and a term or provision of the Plan, the applicable term and provision of the Plan will govern and prevail.

[Signature page follows.]

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IN WITNESS WHEREOF, the Company and the Participant have executed this Global Restricted Stock Unit Award Agreement and any appendices thereto as of the date first written above.

PARTICIPANT                    SYNEOS HEALTH, INC.

By:    /s/ Alistair Macdonald

Name: Alistair Macdonald    

Title:    Chief Executive Officer

[Electronic Signature]                 

______________________________            

Participant Signature                    

Name: [Participant Name]

Acceptance Date: [Acceptance Date]

[Signature Page – Global Restricted Stock Unit Award Agreement]

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APPENDIX A

RESTRICTIVE COVENANTS AGREEMENT

1.    Definitions. Capitalized terms not otherwise defined in this Restrictive Covenants Agreement (“RCA”) shall have the same meanings as set forth in the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated, and the Global Restricted Stock Unit Award Agreement (including the Appendix B and any other appendix attached thereto). The following terms shall have the following meanings for the purposes of this RCA:

(a)    “Termination Date” means the last day of the Participant’s employment by the Company or any of its Subsidiaries.

(b)     “Non-Solicit Restricted Period” means the period commencing on the Termination Date and ending twelve (12) months after the Termination Date.

(c)    “Non-Compete Restricted Period” means the period commencing on the Termination Date and ending twelve (12) months after the Termination Date.

(d)    “Company Customer” means a person or entity for whom the Company or any of its Subsidiaries was providing services either at the time of, or at any time within the twelve (12) months preceding the Termination Date, and for whom the Participant had direct contact with and/or carried out or oversaw a material business responsibility during said twelve (12) month period or about whom the Participant had exposure to or received Confidential Information as a result of the Participant’s employment with the Company or any of its Subsidiaries that if disclosed or used by the Participant or any person or entity Competitive with the Company (as defined below) would provide an unfair competitive advantage with respect to the business of the Company.

(e)    “Prospective Customer” means a person or entity (i) that the Participant contacted for the purpose of soliciting business on behalf of the Company or any of its Subsidiaries during the twelve (12) months preceding the Termination Date; or (ii) to which the Company or any of its Subsidiaries had submitted a bid or proposal for services during the twelve (12) months preceding the Termination Date, and in which bid or proposal the Participant was involved in any material respect.

(f)     “Company Person” means any person who is an employee of or consultant to the Company or any of its Subsidiaries as of the Termination Date.

(g)    “Competitive with the Company” means engaged in (i) the business of developing, marketing, selling and/or providing services to pharmaceutical, biotechnology, life sciences, medical device and medical diagnostic companies regarding: (A) the commercialization of pharmaceuticals, biologics, medical devices or diagnostic products, including, but not limited to, outsourced sales and related operations, marketing, naming/branding, advertising, public relations, medical communications and medication adherence services for the Company’s clients, (B) the provision of clinical trials and related support services including, but not limited to, bioanalysis, biostatistics, data management, feasibility studies, global safety and pharmacovigilance, laboratory operations, medical writing, project management, protocol and case report form design, quality assurance, regulatory affairs and consulting, medical oversight, risk management, site and patient recruitment, site management, strategic planning, study monitoring and late stage services for the Company’s clients, (C) the staffing of clinical trial and/or clinical research and development personnel for the Company’s clients, and (D) the provision of consulting services including, but not limited to, brand management, business development, clinical development, commercial strategy and organizational design, product launch planning, medical affairs, pricing and market access and risk evaluation and mitigation strategy for the Company’s clients; and (ii) any other business that the Company and its Subsidiaries engage

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in, or that the Company and its Subsidiaries have developed definitive plans to engage in, as of the Termination Date.

(h)    “Restricted Services” means services that are the same or substantially similar to the services the Participant provided to the Company or any of its Subsidiaries at the time of, or in the twelve (12) months preceding, the Termination Date.

(i)    “Restricted Area” means the following geographical areas: (i) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the Participant personally provided material services in-person (not by telephone or internet) on behalf of the Company during the twelve (12) months prior to the Termination Date; (ii) within a 60-mile radius of the location(s) where the Participant had an office during the twelve (12) months prior to the Termination Date; (iii) within a 60 mile radius of Raleigh, North Carolina; and (iv) any city, metropolitan area, county (or similar political subdivision in foreign countries) in which the Company on any of its Subsidiaries is located or does or did business, during the twelve (12) months prior to the Termination Date.

(j)    “Confidential Information” means without limitation, any confidential or proprietary information or materials of the Company or its Subsidiaries, whether of a technical, business, or other nature, including information and materials which relate to operations, processes, products, promotional material, developments, patent applications, formulas, sponsor or client lists, manufacturing processes, trade secrets, basic scientific data, data systems, employment policies, formulation information, budgets, bids, proposals, study protocols, coding devices, and any other confidential data or proprietary information in connection with the Company, its Subsidiaries or their business affairs, including but not limited to any information relating to the operation of the Company’s and/or its Subsidiaries’ business which the Company or its Subsidiaries may from time to time designate as confidential or proprietary or that Participant reasonably knows should be, or has been, treated by the Company and/or its Subsidiaries as confidential or proprietary. Confidential Information encompasses all formats in which information is preserved, whether electronic, print or in any other form, including all originals, copies, notes or other reproductions or replicas thereof. Any trade secrets of the Company or its Subsidiaries will be entitled to all of the protections and benefits under any applicable trade secrets law, whether statutory or common law, including but not limited to the North Carolina Trade Secrets Protection Act, N.C. Gen. Stat. §§ 66-152 et seq. and the California Uniform Trade Secrets Act, Cal. Civ. Code §§ 3426 et seq. If any information that the Company deems to be a trade secret is found by a court of competent jurisdiction not to be a trade secret, such information will, nevertheless, be considered Confidential Information for purposes of this RCA.

Notwithstanding the foregoing, the term “Confidential Information” shall not include information which (i) is already known to the Participant prior to its disclosure to the Participant by the Company; (ii) is or becomes generally available to the public through no wrongful act of any person; (iii) is at the time of disclosure part of the public knowledge or literature through no wrongful action by the Participant; or (iv) is received by the Participant from a third party without restriction and without any wrongful conduct on the part of such third party relating to such disclosure. The Participant acknowledges and agrees that the Confidential Information he/she obtains or becomes aware of as a result of his/her employment with the Company or any of its Subsidiaries is not generally known or available to the general public, but has been developed, compiled or acquired by the Company at its great effort and expense and that the Participant is required to protect and not disclose such information.

(k)     “Subsidiaries” means any corporation, partnership, limited liability company, joint venture, association, public or private limited company or other business entity at least 50% of the outstanding voting stock or voting interests of which is at the time owned or controlled, directly or indirectly, by the Company.

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2.    Non-Solicitation of Customers and Employees. The Participant hereby agrees that so long as he or she is employed by the Company or any of its Subsidiaries and during the Non-Solicit Restricted Period, the Participant will not, on the Participant’s own behalf, nor as an officer, director, stockholder, partner, associate, employee, owner, executive, consultant or otherwise on behalf of any person, firm, partnership, corporation, or other entity:

(a)    Solicit, induce, influence or attempt to solicit, induce or influence any Company Customer to (i) cease doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any other person or business that is Competitive with the Company;

(b)     Solicit, induce, influence or attempt to solicit, induce or influence any Prospective Customer to (i) cease doing business in whole or in part with the Company and/or its Subsidiaries, or to otherwise limit or reduce its business with the Company and/or its Subsidiaries, (ii) purchase or accept products or services competitive with those offered by the Company and/or its Subsidiaries from any person or entity (other than the Company and/or its Subsidiaries), or (iii) do business with any other person or business that is Competitive with the Company;

(c)    Provide or sell any products or services competitive with those offered by the Company and/or its Subsidiaries to any Company Customer;

(d)     Provide or sell any products or services competitive with those offered by the Company and/or its Subsidiaries to any Prospective Customer;

(e)    Interfere with, disrupt or attempt to interfere with or disrupt the relationship, contractual or otherwise, that the Company and/or its Subsidiaries have with any sponsor, supplier, vendor, distributor, lessor, lessee, licensor or business partner that transacts business with the Company and/or its Subsidiaries;

(f)     Solicit, induce, encourage, entice or attempt to solicit, induce, encourage or entice any Company Person to terminate or alter his or her employment or engagement with the Company or any of its Subsidiaries; or

(g)    Employ or hire as an officer, director, employee, agent, consultant or independent contractor any Company Person.

3.    Non-Competition.

(a)    The Participant hereby agrees that so long as he or she is employed by the Company or any of its Subsidiaries, and during the Non-Compete Restricted Period, within the Restricted Area, the Participant will not for the Participant’s own behalf or for any other person or entity provide the Restricted Services for any person or entity that is Competitive with the Company.

(b)    Notwithstanding the foregoing, the Participant’s ownership, directly or indirectly, of not more than one percent (1%) of the issued and outstanding stock of a corporation the shares of which are regularly traded on a national securities exchange or in the over-the-counter market shall not violate this Section.

4.     Business Opportunities. The Participant, while he or she is employed by the Company and its Subsidiaries, agrees to offer or otherwise make known or available to the Company or any Subsidiary, as directed by the Company and without additional compensation or consideration, any business prospects, contracts or other business opportunities that he or she may discover, find, develop or otherwise have available

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to him or her in any field in which the Company or any of its Subsidiaries is engaged, and further agrees that any such prospects, contracts or other business opportunities shall be the property of the Company.

5.    Confidentiality.

(a)     The Participant acknowledges that during his or her employment with the Company, he or she has and will necessarily become informed of, and have access to, the Confidential Information of the Company, and that the Confidential Information, even though it may be contributed, developed or acquired in whole or in part by the Participant is the Company’s exclusive property to be held by the Participant in trust and solely for the Company’s benefit. Accordingly, except as required by law, the Participant shall not, at any time, either during or subsequent to his or her employment, as applicable, use, reveal, report, publish, copy, transcribe, transfer or otherwise disclose to any person, corporation or other entity, any of the

Confidential Information without the prior written consent of the Company, except to responsible officers and employees of the Company and its Subsidiaries and other responsible persons who are in a contractual or fiduciary relationship with the Company or one of its Subsidiaries and except for information that legally and legitimately is or becomes of general public knowledge from authorized sources other than the Participant.

(b)     This RCA shall not prevent Participant from (i) reporting, without prior approval from the Company, possible violations of federal securities laws or regulations to any governmental agency or entity, including but not limited to, the Department of Justice, the Securities and Exchange Commission, the Congress, and any Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal law or regulation; (ii) filing a charge of discrimination with the Equal Employment Opportunity Commission; (iii) cooperating with the Equal Employment Opportunity Commission in an investigation of alleged discrimination; (iv) revealing evidence of criminal wrongdoing to law enforcement; (v) testifying in any cause of action when required to do so by law, or (vi) divulging Confidential Information pursuant to an order of court or agency of competent jurisdiction. However, with respect to (v) and (vi) only, Participant must promptly inform the Company of any such situations and shall take such reasonable steps to prevent disclosure of the Company’s Confidential Information until the Company has been informed of such requested disclosure and the Company has had an opportunity to respond to the court or agency.

Further, 18 U.S.C. § 1833(b) states: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that—(A) is made—(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Accordingly, the parties to this RCA have the right to disclose in confidence trade secrets to federal, state, and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this RCA is intended to conflict with 18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C.§ 1833(b).

6.    Prior Restrictive Covenants. The restrictive covenants contained in this RCA are in addition to, and not in lieu of, any other restrictive covenants between the Participant and the Company or any of its Subsidiaries. For the avoidance of doubt, any and all of the Participant’s restrictive covenants agreed to prior to entering into this RCA (“Prior Restrictive Covenants”) will survive and supersede the restrictive covenants set forth in this RCA to the extent that any Prior Restrictive Covenant is for a longer period of

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time or is more restrictive in scope or location than the restrictive covenants set forth in this RCA. A breach of any such Prior Restrictive Covenant will also constitute a breach of this RCA.

7.     Detrimental Activity. If the Participant, on his or her own behalf or for any other person or entity, engages in any Detrimental Activity (defined below), either during employment by the Company or a Subsidiary or within twenty-four (24) months after the Termination Date:

(a)    any unvested PRSUs and RSUs granted under the Global Restricted Stock Unit Award Agreement shall immediately be terminated and forfeited for no consideration;

(b)    if the Shares subject to PRSUs or RSUs granted under the Global Restricted Stock Unit Award Agreement have been distributed to the Participant and the Participant no longer holds some or all of such Shares, the Participant shall repay to the Company, within five (5) business days after demand is made therefore by the Company, an amount in cash equal to the Fair Market Value of the Shares previously distributed to the Participant pursuant to PRSUs and RSUs granted under the Global Restricted Stock Unit Award Agreement; and

(c)    if the Shares subject to PRSUs or RSUs granted under the Global Restricted Stock Unit Award Agreement have been distributed to the Participant and the Participant continues to hold some or all of such Shares, the Participant immediately delivers to the Company a certificate or certificates for the Shares that the Participant acquired upon settlement of such PRSUs and RSUs (or an equivalent number of Shares acquired on the open market or otherwise).

(d)    To the extent that the amounts referred to in Section 7(b) and 7(c) above are not paid to the Company, the Company may set off the amounts so payable to it against any amounts that may be owing from time to time by the Company or a Subsidiary to the Participant, whether as wages, deferred compensation (subject to compliance with Section 409A of the Code) or vacation pay or in the form of any other benefit for any other reason, as allowed by applicable law.

(e)    The foregoing remedies set forth in this Section 7 shall not be the Company’s exclusive remedies, which may include, among other remedies, injunctive relief and damages that may be available to the Company. The Company reserves all other rights and remedies available to it at law or in equity.

(f)    Notwithstanding that the Non-Compete Restricted Period and Non-Solicit Restricted Period are for less than 24 moths, for purposes of this RCA, the term “Detrimental Activity” shall mean a violation of Sections 2, 3 and/or 5 of this RCA which occurs at any time while employed or within 24 months after the Termination Date (as if the Non-Compete Restricted Period and the Non-Solicit Restricted Period were both for 24 months after the Termination Date).

8.     Injunctive Relief and Tolling. Participant acknowledges and agrees that if Participant breaches any of the provisions of Sections 2 through 7 hereof, it will cause irreparable damage to the Company and/or its Subsidiaries for which monetary damages alone will not constitute an adequate remedy. In the event of such breach or threatened breach, the Company shall be entitled as a matter of right (without being required to prove damages or furnish any bond or other security) to obtain a restraining order, an injunction, an order of specific performance or other equitable or extraordinary relief from any court of competent jurisdiction restraining any further violation of such provisions by Participant or requiring Participant to perform Participant’s obligations hereunder, and will additionally be entitled to an award of attorneys’ fees incurred in connection with securing any relief hereunder. Such right to equitable or extraordinary relief shall not be exclusive but shall be in addition to all other rights and remedies to which the Company may be entitled at law or in equity, including, without

A-5

limitation, the right to recover monetary damages for the breach by Participant of any of the provisions of this RCA. Further, Participant understands that if Participant breaches any of the provisions in Sections 2 through 7 of this RCA, the applicable restricted period will be extended for a period of time equal to the period of time Participant spent in breach of this RCA. If the Company is required to seek injunctive relief from such breach before any court, board or other tribunal, then the applicable restricted period shall be extended for a period of time equal to the pendency of such proceedings, including all appeals.

9.     Termination. [For U.S. Participants only] Either party may terminate the employment relationship for any reason at any time upon giving the other party thirty (30) days prior written notice. The Company may, in its discretion, relieve the Participant of some or all of his/her duties during all or a part of such notice period. Subject to the forgoing notice obligation, the Participant’s employment with the Company shall remain at will.

10.    Return of Company Property. By no later than the Termination Date, the Participant shall promptly deliver to the Company all property and possessions of the Company and its Subsidiaries, including all drawings, manuals, letters, notes, notebooks, reports, copies, deliverables containing Confidential Information and all other materials relating to the Company and any of its Subsidiaries’ business that are in the Participant’s possession or control.

11.    Governing Law, Forum and Jury Waiver. This RCA and all disputes, claims or controversies arising out of or related to this RCA, shall be governed by the laws of the State of North Carolina without regard for reference to any choice or conflict of law principles of any jurisdiction. The parties agree that any action or proceeding with respect to this RCA or the Participant’s employment with the Company shall be brought exclusively in the state or federal courts in the State of North Carolina, and the Participant voluntarily submits to the exclusive jurisdiction over the Participant’s person by a court of competent jurisdiction located within the State of North Carolina. The parties hereby irrevocably waive any objection they may now or hereafter have to the laying of venue of any such action in the State of North Carolina, and further irrevocably waive any claim they may now or hereafter have that any such action brought in said court(s) has been brought in an inconvenient forum. The parties hereby knowingly and expressly waive their right to a jury trial for any claim relating to his/her/its rights or obligations under this RCA.

12.    Amendment, Modification or Waiver. This RCA may not be changed orally, and no provision of this RCA may be amended or modified unless such amendment or modification is in writing, signed by the Participant and by a duly authorized officer of the Company. No act or failure to act by the Company will waive any right, condition or provision contained herein. Any waiver by the Company must be in writing and signed by a duly authorized officer of the Company to be effective.

13.    Severability. In case any one or more of the provisions contained in this RCA shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this RCA, but this RCA shall be construed as if such invalid, illegal, or other unenforceable provision had never been contained herein. If, moreover, any one or more of the provisions contained in this RCA shall for any reason be held to be excessively broad as to duration, geographical scope or subject, it shall be construed by limiting it and reducing it so as to be enforceable to the extent compatible with applicable law as it shall then appear.

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14.    Miscellaneous.

(a)    The Participant’s and the Company’s obligations hereunder shall continue in full force and effect in the event that the Participant’s job title, responsibilities, work location or other conditions of his/her employment with the Company change subsequent to the execution of the RCA, without the need to execute a new RCA.

(b)     Participant agrees to provide a copy of Sections 1 through 6 of this RCA to any subsequent employers or prospective employers during the applicable period of restriction (including but not limited to the Non-Solicit Restricted Period and the Non-Compete Restricted Period). The Participant specifically authorizes the Company to notify any subsequent employers or prospective employers of the Participant of the restrictions on the Participant contained in this RCA and of any concerns the Company may have about actual or possible conduct by the Participant that may be in breach of this RCA. The Participant agrees to promptly notify the Company of any offers to perform services, any engagements to provide services, and/or actual work of any kind, whether as an individual, proprietor, partner, stockholder, officer, employee, director, consultant, joint venturer, investor, lender, or in any other capacity whatsoever during the period of his/her employment by the Company or any of its Subsidiaries and during the Non-Solicit Restricted Period and the Non-Compete Restricted Period. Such notice must be provided prior to the commencement of any such services or work.

(c)    The rights and remedies of the parties under this RCA are cumulative (not alternative) and in addition to all other rights and remedies available to such parties at law, in equity, by contract or otherwise.

(d)    The obligations in this RCA shall survive Participant’s termination of employment with the Company or a Subsidiary and the assignment of this RCA by the Company to any successor in interest or other assignee.

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APPENDIX B

INC RESEARCH HOLDINGS, INC.
2014 Equity Incentive Plan, As Amended and Restated

Global Restricted Stock Unit Award Agreement

Country-Specific Terms and Conditions

Capitalized terms used but not otherwise defined herein shall have the meaning given to such terms in the INC Research Holdings, Inc. 2014 Equity Incentive Plan, As Amended and Restated, and the Global Restricted Stock Unit Award Agreement.

Terms and Conditions

This Appendix B includes additional terms and conditions that govern the RSUs granted to the Participant if the Participant resides and/or works in a country listed below. If the Participant moves to another country after receiving the grant of the RSUs, the Company will, in its discretion, determine the extent to which the terms and conditions herein will be applicable to the Participant.

Notifications

This Appendix B also includes information regarding exchange controls and certain other issues of which the Participant should be aware with respect to the Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of February 2018. Such laws are often complex and change frequently. As a result, the Company strongly recommends that the Participant not rely on the information in this Appendix B as the only source of information relating to the consequences of the Participant’s participation in the Plan because the information may be out of date at the time that the RSUs vest or the Participant sells Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to the Participant’s particular situation and the Company is not in a position to assure the Participant of a particular result. Accordingly, the Participant should seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation.

Finally, if the Participant is a citizen or resident of a country other than the one in which he or she is currently residing and/or working (or if the Participant is considered as such for local law purposes), the information contained herein may not be applicable to the Participant in the same manner.

B-1

UNITED KINGDOM

Terms and Conditions

Responsibility for Taxes. The following provisions supplement Section 3 of the Global Restricted Stock Unit Award Agreement:

Without limitation to Section 3 of the Global Restricted Stock Unit Award Agreement, the Participant agrees that the Participant is liable for all Tax-Related Items and hereby covenants to pay all such Tax-Related Items, as and when requested by the Company or the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). The Participant also agrees to indemnify and keep indemnified the Company and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay to HMRC (or any other tax authority or any other relevant authority) on the Participant’s behalf.

Notwithstanding the foregoing, if the Participant is a director or executive officer of the Company (within the meaning of Section 13(k) of the Exchange Act), the immediately foregoing provision will not apply; instead, the amount of any uncollected income tax may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant is responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regimeand for paying the Company or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit.

B-2

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Alistair Macdonald, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Syneos Health, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2018

/s/ Alistair Macdonald

Alistair Macdonald

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Jason Meggs, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Syneos Health, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2018

/s/ Jason Meggs

Jason Meggs

Chief Financial Officer

(Principal Financial Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Alistair Macdonald, Chief Executive Officer of Syneos Health, Inc. (the “registrant”), do hereby certify, that to the best of my knowledge:

1. The registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the “Report”), to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 8, 2018

/s/ Alistair Macdonald

Alistair Macdonald

Chief Executive Officer

(Principal Executive Officer)

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In accordance with 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, I, Jason Meggs, Chief Financial Officer of Syneos Health, Inc. (the “registrant”), do hereby certify, that to the best of my knowledge:

1. The registrant's Quarterly Report on Form 10-Q for the period ended March 31, 2018 (the “Report”), to which this Certification is attached as Exhibit 32.2, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein.

Date: May 8, 2018

/s/ Jason Meggs

Jason Meggs

Chief Financial Officer

(Principal Financial Officer)

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not be deemed “filed” by the registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of the Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 01, 2018
Document and Entity Information [Abstract]
Entity Registrant Name	Syneos Health, Inc.
Entity Central Index Key	0001610950
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		102,781,233

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Service revenue	$ 1,057,196	$ 252,078
Reimbursable out-of-pocket expenses	0	129,840
Total revenue	1,057,196	381,918
Costs and operating expenses:
Direct costs (exclusive of depreciation and amortization)	532,057	154,835
Reimbursable out-of-pocket expenses	308,766	129,840
Selling, general, and administrative	99,259	44,934
Restructuring and other costs	13,707	1,927
Transaction and integration-related expenses	25,211	2
Depreciation	18,028	6,164
Amortization	49,993	9,464
Total operating expenses	1,047,021	347,166
Income from operations	10,175	34,752
Other (expense) income, net:
Interest income	839	112
Interest expense	(31,736)	(3,100)
Loss on extinguishment of debt	(248)	0
Other expense, net	(12,554)	(3,457)
Total other expense, net	(43,699)	(6,445)
(Loss) income before provision for income taxes	(33,524)	28,307
Income tax benefit (expense)	8,972	(7,120)
Net (loss) income	$ (24,552)	$ 21,187
(Loss) earnings per share:
Basic (USD per share)	$ (0.24)	$ 0.39
Diluted (USD per share)	$ (0.24)	$ 0.38
Weighted average common shares outstanding:
Basic (in shares)	104,449	54,015
Diluted (in shares)	104,449	55,123

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (24,552)	$ 21,187
Unrealized gain on derivative instruments, net of income tax (expense) of $0 and $(87), respectively	434	150
Foreign currency translation adjustments, net of income tax (expense) of $(2,868) and $0, respectively	33,923	4,846
Comprehensive income	$ 9,805	$ 26,183

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Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Statement of Comprehensive Income [Abstract]
Unrealized (loss) gain on derivative instruments, income tax benefit (expense)	$ 0	$ (87)
Foreign currency translation adjustments, income tax benefit (expense)	$ (2,868)	$ 0

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Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 186,719	$ 321,262
Restricted cash	2,236	714
Accounts receivable billed, net	600,796	642,985
Accounts receivable unbilled	392,536	373,003
Contract assets	111,934	0
Prepaid expenses and other current assets	94,291	84,215
Total current assets	1,388,512	1,422,179
Property and equipment, net	173,051	180,412
Goodwill	4,306,244	4,292,571
Intangible assets, net	1,241,709	1,286,050
Deferred income tax assets	27,709	20,159
Other long-term assets	104,679	84,496
Total assets	7,241,904	7,285,867
Current liabilities:
Accounts payable	69,500	58,575
Accrued liabilities	518,383	500,303
Contract liabilities	643,338	559,270
Current portion of capital lease obligations	15,889	16,414
Current portion of long-term debt	31,250	25,000
Total current liabilities	1,278,360	1,159,562
Capital lease obligations, non-current	15,607	20,376
Long-term debt, non-current	2,908,366	2,945,934
Deferred income tax liabilities	22,265	37,807
Other long-term liabilities	110,047	99,609
Total liabilities	4,334,645	4,263,288
Commitments and contingencies (Note 15)
Shareholders' equity:
Preferred stock, $0.01 par value; 30,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	0	0
Common stock, $0.01 par value; 600,000,000 shares authorized, 103,803,581 and 104,435,501 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively	1,038	1,044
Additional paid-in capital	3,394,586	3,414,389
Accumulated other comprehensive income (loss), net of tax	15,822	(22,385)
Accumulated deficit	(504,187)	(370,469)
Total shareholders' equity	2,907,259	3,022,579
Total liabilities and shareholders' equity	$ 7,241,904	$ 7,285,867

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Preferred stock par value (USD per share)	$ 0.01	$ 0.01
Preferred stock shares authorized (in shares)	30,000,000	30,000,000
Preferred stock shares issued (in shares)	0	0
Preferred stock shares outstanding (in shares)	0	0
Common stock par value (USD per share)	$ 0.01	$ 0.01
Common stock shares authorized (in shares)	600,000,000	600,000,000
Common stock shares issued (in shares)	103,803,581	104,435,501
Common stock shares outstanding (in shares)	103,803,581	104,435,501

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Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flows from operating activities:
Net (loss) income	$ (24,552)	$ 21,187
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Depreciation and amortization	68,021	15,628
Amortization of capitalized loan fees and original issue discount, net of Senior Notes premium	(34)	201
Share-based compensation	7,879	5,819
Provision for (recovery of) doubtful accounts	171	(7)
Provision for deferred income taxes	(10,735)	87
Foreign currency transaction losses	6,364	2,707
Fair value adjustment of contingent tax-sharing obligation	1,194	0
Loss on extinguishment of debt	248	0
Other non-cash items	1,796	364
Changes in operating assets and liabilities, net of effect of business combinations:
Accounts receivable, unbilled services, and advanced billings	(90,617)	47,496
Accounts payable and accrued expenses	(14,241)	(20,457)
Other assets and liabilities	7,521	2,674
Net cash (used in) provided by operating activities	(46,985)	75,699
Cash flows from investing activities:
Purchases of property and equipment	(21,286)	(10,571)
Net cash used in investing activities	(21,286)	(10,571)
Cash flows from financing activities:
Repayments of long-term debt	(31,250)	0
Proceeds from revolving line of credit	0	15,000
Repayments of revolving line of credit	0	(25,000)
Payments of capital leases	(4,479)	0
Payments for repurchase of common stock	(37,493)	0
Proceeds from exercise of stock options	5,668	5,153
Payments related to tax withholding for share-based compensation	(2,323)	(1,173)
Net cash used in financing activities	(69,877)	(6,020)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash	5,127	2,854
Net change in cash, cash equivalents, and restricted cash	(133,021)	61,962
Cash, cash equivalents, and restricted cash - beginning of period	321,976	103,078
Cash, cash equivalents, and restricted cash - end of period	188,955	165,040
Supplemental disclosures of non-cash investing activities:
Purchases of property and equipment included in liabilities	5,494	1,757
Vehicles acquired through capital lease agreements	$ 1,184	$ 0

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Basis of Presentation and Changes in Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Basis of Presentation and Changes in Significant Accounting Policies

Basis of Presentation and Changes in Significant Accounting Policies

Nature of Operations

Syneos Health, Inc. (the “Company”) is a global end-to-end outsourcing biopharmaceutical solutions organization. The Company operates under two reportable segments, Clinical Solutions and Commercial Solutions, and derives its revenue through a suite of services designed to enhance its customers’ ability to successfully develop, launch, and market their products. The Company offers its solutions on both a standalone and integrated basis with biopharmaceutical development and commercialization services ranging from Phase I-IV clinical trial services to services associated with the commercialization of biopharmaceutical products. The Company’s customers include small, mid-sized, and large companies in the pharmaceutical, biotechnology, and medical device industries.

Merger

On August 1, 2017, the Company completed the merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc. Upon closing, inVentiv was merged with and into the Company, with the Company continuing as the surviving corporation. Beginning August 1, 2017, inVentiv’s results of operations are included in the accompanying unaudited condensed consolidated financial statements. For additional information related to the Merger, see “Note 3 - Business Combinations.”

Unaudited Interim Financial Information

The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.

The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on February 28, 2018. The results of operations for the three months endedMarch 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2017 is derived from the amounts in the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Recently Adopted Accounting Standards

Revenue from Contracts with Customers. The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605, Revenue Recognition (“ASC 605”). For additional information related to the impact of adopting this standard, see “Note 10 - Revenue from Contracts with Customers.”

Statement of Cash Flows - Restricted Cash. Effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash using the retrospective transition method, as required by the new standard. The adoption of this ASU had an immaterial impact to the Company’s unaudited condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets at March 31, 2018 and December 31, 2017, that sum to the total of such amounts in the consolidated statements of cash flows (in thousands):

	March 31, 2018		December 31, 2017
Cash and cash equivalents	$	186,719	$	321,262
Restricted cash	2,236		714
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	188,955	$	321,976

Comprehensive Income - Reclassifications of Certain Tax Effects. Effective January 1, 2018, the Company elected to early adopt ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the updated accounting guidance, the Company is allowed to reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate resulting from the Tax Cuts and Jobs Act (“Tax Act”) is recorded. Upon adoption, the Company recorded an increase to other comprehensive income of $3.9 million and a reduction in retained earnings of $3.9 million. There was no impact on prior periods.

Recently Issued Accounting Standards Not Yet Adopted

Leases. In February 2016, the Financial Accounting Standards board (“FASB”) issued ASU No. 2016-02, Leases. ASU 2016-02 requires organizations to recognize lease assets and lease liabilities on the balance sheet, including leases that were previously classified as operating leases. The ASU also requires additional disclosures about leasing arrangements related to the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments is permitted and the new guidance will be applied using a modified retrospective approach. The Company plans to adopt the standard on January 1, 2019 and is currently assessing the potential impact of this standard on its consolidated financial statements.

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Financial Statement Details

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Details

Financial Statement Details

Cash and Cash Equivalents

Certain of the Company’s subsidiaries participate in a notional cash pooling arrangement to manage global liquidity requirements. The parties to the arrangement combine their cash balances in pooling accounts with the ability to offset bank overdrafts of one subsidiary against positive cash account balances maintained in another subsidiary’s bank account at the same financial institution. The net cash balance related to this pooling arrangement is included in the “Cash and cash equivalents” line item in the unaudited condensed consolidated balance sheet. The Company’s net cash pool position consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Gross cash position	$	145,210		$	195,376
Less: cash borrowings	(128,578		)	(88,226		)
Net cash position	$	16,632		$	107,150

Billed Accounts Receivable, Net

Billed accounts receivable, net consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Accounts receivable billed	$	610,333		$	652,061
Allowance for doubtful accounts	(9,537		)	(9,076		)
Accounts receivable billed, net	$	600,796		$	642,985

In May 2017, the Company entered into an accounts receivable factoring agreement to sell certain eligible unsecured trade accounts receivable, without recourse, to an unrelated third-party financial institution for cash. Under the terms of the agreement, the Company retains no rights or interest and has no obligations with respect to the sold accounts receivable. The Company accounts for sales of trade accounts receivable under this agreement as true sales, and trade accounts receivable balances that are sold are derecognized from the consolidated balance sheets. The cash proceeds received are reflected as cash provided by operating activities on the Company’s consolidated statements of cash flows. For the three months endedMarch 31, 2018, the Company factored $45.4 million of trade accounts receivable on a non-recourse basis and received $45.2 million in cash proceeds from the sale. The fees associated with this transaction were immaterial. The Company did not sell any trade accounts receivables under this agreement during the year ended December 31, 2017.

Goodwill

Changes in the carrying amount of goodwill by segment for the three months endedMarch 31, 2018 were as follows (in thousands):

	Total			Clinical Solutions			Commercial Solutions
Balance at December 31, 2017:
Gross carrying amount	$	4,308,737		$	2,808,975		$	1,499,762
Accumulated impairment losses (a)	(16,166		)	(8,142		)	(8,024		)
Goodwill net of accumulated impairment losses	4,292,571			2,800,833			1,491,738
2018 Activity:
Business combinations (b)	(4,214		)	(2,529		)	(1,685		)
Impact of foreign currency translation	17,887			11,927			5,960
Balance at March 31, 2018:
Gross carrying amount	4,322,410			2,818,373			1,504,037
Accumulated impairment losses (a)	(16,166		)	(8,142		)	(8,024		)
Goodwill net of accumulated impairment losses	$	4,306,244		$	2,810,231		$	1,496,013

^(a) Accumulated impairment losses associated with the Clinical Solutions segment were recorded in fiscal periods prior to 2018 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. Accumulated impairment losses associated with the Commercial Solutions segment were recorded in fiscal periods prior to 2018 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the three months endedMarch 31, 2018.

^(b) Amount represents measurement period adjustments to goodwill recognized in connection with the Merger. Goodwill associated with the Merger is not deductible for income tax purposes. See “Note 3 - Business Combinations” for further information.

Accumulated Other Comprehensive Income (Loss), Net of Tax

Accumulated other comprehensive income (loss), net of tax, consisted of the following (in thousands):

	March 31, 2018		December 31, 2017
Foreign currency translation adjustments, net of tax	$	14,003	$	(23,514	)
Unrealized gains on derivative instruments, net of tax	1,819		1,129
Accumulated other comprehensive income (loss), net of tax	$	15,822	$	(22,385	)

Changes in accumulated other comprehensive income (loss), net of tax for the three months endedMarch 31, 2018 were as follows (in thousands):

	Unrealized gain on derivative instruments, net of tax			Foreign currency translation adjustments, net of tax			Total
Balance at December 31, 2017	$	1,129		$	(23,514	)	$	(22,385	)
Reclassification of income tax benefit due to adoption of ASU 2018-02	256			3,594			3,850
Balance at January 1, 2018	1,385			(19,920		)	(18,535		)
Other comprehensive gain before reclassifications	711			33,923			34,634
Amount of gain reclassified from accumulated other comprehensive income (loss) into the statements of operations	(277		)	—			(277		)
Net current period other comprehensive gain, net of tax	434			33,923			34,357
Balance at March 31, 2018	$	1,819		$	14,003		$	15,822

Unrealized gains on derivative instruments represent the effective portion of gains associated with interest rate swaps. Designated as cash flow hedges, the interest rate swaps limit the variable interest rate exposure associated with the Company’s term loans. The Company reclassifies these gains into net income as it makes interest payments on its term loan. Amounts to be reclassified to net income in the next 12 months are expected to be immaterial.

The tax effects allocated to each component of other comprehensive income for the three months endedMarch 31, 2018 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Foreign currency translation adjustments	$	36,791		$	(2,868	)	$	33,923
Unrealized gain on derivative instruments:
Unrealized gains arising during period	711			—			711
Reclassification adjustment of realized gains to net income	(277		)	—			(277		)
Net unrealized gain	434			—			434
Other comprehensive income	$	37,225		$	(2,868	)	$	34,357

The tax effects allocated to each component of other comprehensive income for the three months endedMarch 31, 2017 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Foreign currency translation adjustments	$	4,846		$	—		$	4,846
Unrealized gain on derivative instruments:
Unrealized gains arising during the period	305			(112		)	193
Reclassification adjustment of realized gains to net income	(68		)	25			(43		)
Net unrealized gain	237			(87		)	150
Other comprehensive income	$	5,083		$	(87	)	$	4,996

Other Expense, Net

Other expense, net consisted of the following (in thousands):

	Three Months Ended March 31,
	2018			2017
Net realized foreign currency loss	$	(5,517	)	$	(670	)
Net unrealized foreign currency loss	(6,364		)	(2,707		)
Other, net	(673		)	(80		)
Total other expense, net	$	(12,554	)	$	(3,457	)

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Business Combinations

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Business Combinations

Business Combinations

Transaction Overview

On August 1, 2017 (the “Merger Date”), the Company completed the Merger with inVentiv with the Company surviving as the accounting and legal entity acquirer. The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. The purchase price has been preliminarily allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their fair values. The excess of the purchase price over the tangible and intangible assets acquired and liabilities assumed has been recorded as goodwill. The goodwill in connection with the Merger is primarily attributable to the assembled workforce of inVentiv and the expected synergies of the Merger.

For the three months endedMarch 31, 2018, the Company incurred $25.2 million of integration-related expenses which were accounted for separately from the business combination and expensed as incurred within the “Transaction and integration-related expenses” line item of the unaudited condensed consolidated statements of operations. These costs consisted primarily of consulting, accounting fees, and employee retention bonuses.

In connection with the Merger, the Company assumed certain contingent tax-sharing obligations of inVentiv. The fair value of the contingent tax-sharing liability is remeasured at the end of each reporting period, with changes in the estimated fair value reflected in earnings until the liability is fully settled. The estimated fair value of the contingent tax-sharing obligation liability was $51.7 million and $50.5 million as of March 31, 2018 and December 31, 2017, respectively. The liability is included in the “Accrued liabilities” and “Other long-term liabilities” line items of the accompanying unaudited condensed consolidated balance sheet.

The results of inVentiv’s operations have been included in the Company’s statements of operations since the Merger Date. Computing separate measures of inVentiv’s stand-alone revenue and profitability for the period after the Merger Date is impracticable.

Allocation of Consideration Transferred

The Merger Date fair value of the consideration transferred was $4.51 billion. The following table summarizes the preliminary allocation of the consideration transferred based on management’s estimates of Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill (in thousands):     

	March 31, 2018
Assets acquired:
Cash and cash equivalents	$	57,338
Restricted cash	433
Accounts receivable	367,169
Unbilled accounts receivable	261,585
Other current assets	95,506
Property and equipment	113,674
Intangible assets	1,334,200
Other assets	50,052
Total assets acquired	2,279,957
Liabilities assumed:
Accounts payable	38,072
Accrued liabilities	306,649
Contract liabilities	247,474
Capital leases	40,928
Long-term debt, current and non-current	737,872
Deferred income taxes, net	11,382
Other liabilities	121,238
Total liabilities assumed	1,503,615
Total identifiable assets acquired, net	776,342
Goodwill	$	3,729,281

The goodwill recognized in connection with the Merger was $3.73 billion, with $2.24 billion of the goodwill assigned to the Clinical Solutions segment and $1.49 billion assigned to the Commercial Solutions segment. Goodwill generated in the Merger is not deductible for income tax purposes. The Company’s assessment of fair value and purchase price allocation are preliminary and subject to change upon completion of the measurement period. During the three months endedMarch 31, 2018, the Company made adjustments to the preliminary fair value of acquired assets and assumed liabilities to reflect additional information obtained in connection with the Merger. The net effect of the adjustments was a decrease in goodwill of $4.2 million. Further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed during the measurement period (up to one year from the Merger Date).

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information was derived from the historical financial statements of the Company and inVentiv and presents the combined results of operations as if the Merger had occurred on January 1, 2016. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have actually occurred had the Merger been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may result from the Merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of inVentiv. Consequently, actual future results of the Company will differ from the unaudited pro forma financial information presented.

	Three Months Ended March 31, 2017
	(In thousands, except per share data)
Pro forma total revenue	$	1,064,963
Pro forma net income	3,119
Pro forma income per share:
Basic	$	0.03
Diluted	$	0.03

The unaudited pro forma adjustments primarily relate to the depreciation of acquired property and equipment, amortization of acquired intangible assets and interest expense and amortization of deferred financing costs related to the new financing arrangements.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Assets and Liabilities Carried at Fair Value

As of March 31, 2018 and December 31, 2017, the Company’s financial assets and liabilities carried at fair value included cash and cash equivalents, restricted cash, trading securities, billed and unbilled accounts receivable, contract assets, accounts payable, accrued liabilities, contract liabilities, assumed contingent tax-sharing obligations, capital leases, and interest rate derivative instruments.

The fair value of cash and cash equivalents, restricted cash, billed and unbilled accounts receivable, contract assets, accounts payable, accrued liabilities, and contract liabilities approximates their respective carrying amounts because of the liquidity and short-term nature of these financial instruments.

Financial Instruments Subject to Recurring Fair Value Measurements

As of March 31, 2018, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,137	$	—	$	—	$	16,137
Derivative instruments	—		2,601		—		2,601
Total assets	$	16,137	$	2,601	$	—	$	18,738
Liabilities:
Contingent tax-sharing obligation assumed through business combinations	$	—	$	—	$	51,674	$	51,674
Total liabilities	$	—	$	—	$	51,674	$	51,674

As of December 31, 2017, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,318	$	—	$	—	$	16,318
Derivative instruments	—		2,179		—		2,179
Total assets	$	16,318	$	2,179	$	—	$	18,497
Liabilities:
Contingent tax-sharing obligation assumed through business combinations	$	—	$	—	$	50,480	$	50,480
Total liabilities	$	—	$	—	$	50,480	$	50,480

The following table presents changes in the carrying amount of contingent tax-sharing obligations classified as Level 3 category within the fair value hierarchy for the three months endedMarch 31, 2018 (in thousands):

Balance at December 31, 2017	$	50,480
Changes in fair value recognized in earnings	1,194
Payments	—
Balance at March 31, 2018	$	51,674

During the three months endedMarch 31, 2018, there were no transfers of assets or liabilities between Level 1, Level 2 or Level 3 fair value measurements.

Financial Instruments Subject to Non-Recurring Fair Value Measurements

Certain assets, including goodwill and identifiable intangible assets, are carried on the balance sheets at cost and, subsequent to initial recognition, are measured at fair value on a non-recurring basis when certain identified events or changes in circumstances that may have a significant adverse effect on the carrying values of these assets occur. These assets are classified as Level 3 fair value measurements within the fair value hierarchy. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate a triggering event has occurred. Intangible assets are tested for impairment upon the occurrence of certain triggering events. As of March 31, 2018 and December 31, 2017, assets subject to non-recurring fair value measurements totaled $5.55 billion and $5.58 billion, respectively.

Fair Value Disclosures for Debt Not Carried at Fair Value

The estimated fair value of the outstanding term loans and Senior Unsecured Notes is determined based on the exit price that the Company would have to pay to settle the liabilities. As these liabilities are not actively traded, they are classified as Level 2 fair value measurements. The estimated fair values of the Company’s outstanding term loans and Senior Unsecured Notes were as follows (in thousands):

	March 31, 2018				December 31, 2017
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Term Loan A due August 2022	$	993,750	$	993,750	$	1,000,000	$	1,000,000
Term Loan B due August 2024 (net of original issue debt discount)	1,523,261		1,525,000		1,548,149		1,550,000
7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium)	442,092		433,225		443,507		433,729

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Restructuring and Other Costs

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Restructuring and Other Costs

Restructuring and Other Costs

Merger-Related Restructuring

In connection with the Merger, the Company established a restructuring plan to eliminate redundant positions and reduce its facility footprint worldwide. The Company expects to continue the ongoing evaluations of its workforce and facilities infrastructure needs through 2020 in an effort to optimize its resources. Additionally, in conjunction with the Merger, the Company assumed certain liabilities related to employee severance and facility closure costs as a result of actions taken by inVentiv prior to the Merger. During the three months endedMarch 31, 2018, the Company recognized approximately: (i) $8.4 million of employee severance and benefits related costs; (ii) $2.2 million of facility closure and lease termination costs; and (iii) $0.3 million of other costs related to the Merger. Over the next several years, the Company expects to incur significant costs related to the restructuring of its operations in order to achieve targeted synergies from the Merger. The timing and the amount of these costs may differ significantly from current management’s estimates and depends on various factors, including, but not limited to, identifying and realizing synergy opportunities and executing the integration of the Company’s operations.

Other Restructuring

During the three months endedMarch 31, 2018, the Company incurred $0.8 million of facility closure and lease termination costs related to the Company’s pre-Merger activities aimed at optimizing its resources worldwide. Additionally, during the three months endedMarch 31, 2018, the Company recognized (i) approximately $1.7 million of consulting costs related to the restructuring of its contract management processes to meet the requirements of the newly adopted revenue recognition accounting standard; (ii) $0.2 million of employee severance and benefits related costs, and (iii) $0.1 million of other costs.

Accrued Restructuring Liabilities

The following table summarizes activity related to the liabilities associated with restructuring and other costs during the three months endedMarch 31, 2018 (in thousands):

	Employee Severance Costs, Including Executive Transition Costs			Facility Closure and Lease Termination Costs			Other Costs			Total
Balance at December 31, 2017	$	8,858		$	7,411		$	524		$	16,793
Expenses incurred(a)	8,572			1,303			1,801			11,676
Cash payments made	(9,511		)	(1,697		)	(1,683		)	(12,891		)
Balance at March 31, 2018	$	7,919		$	7,017		$	642		$	15,578

^(a) The amount of expenses incurred presented in the reconciliation of accrued restructuring liabilities excludes $2.0 million of non-cash restructuring and other expenses incurred for the three months endedMarch 31, 2018 as these expenses were not subject to accrual prior to the period in which they were incurred.

The Company expects that substantially all of the employee severance costs accrued as of March 31, 2018 will be paid within the next twelve months. Certain facility costs will be paid over the remaining terms of exited facility leases, which range from 2018 through 2027. Liabilities associated with these costs are included in the “Accrued liabilities” and “Other long-term liabilities” line items in the accompanying unaudited condensed consolidated balance sheets. Restructuring and other costs included in net loss for three months endedMarch 31, 2018 are presented in the “Restructuring and other costs” line item in the unaudited condensed consolidated statements of operations.

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Shareholders' Equity

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Shareholders' Equity

Shareholders' Equity

2018 Stock Repurchase Program

On February 26, 2018, the Company’s Board of Directors authorized the repurchase of up to an aggregate of $250.0 million of the Company’s common stock, par value $0.01 per share, to be executed from time to time in open market transactions effected through a broker at prevailing market prices, in block trades or through privately negotiated transactions (“2018 stock repurchase program”). The 2018 stock repurchase program commenced on March 1, 2018 and will end no later than December 31, 2019. The Company intends to use cash on hand and future operating cash flow to fund the stock repurchase program.

The 2018 stock repurchase program does not obligate the Company to repurchase any particular amount of the Company’s common stock, and may be modified, extended, suspended or discontinued at any time. The timing and amount of repurchases will be determined by the Company’s management based on a variety of factors such as the market price of the Company’s common stock, the Company’s corporate requirements for cash, and overall market conditions. The stock repurchase program will be subject to applicable legal requirements, including federal and state securities laws. The Company may also repurchase shares of its common stock pursuant to a trading plan meeting the requirements of Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit shares of the Company’s common stock to be repurchased when the Company might otherwise be precluded from doing so by law.

In March 2018, the Company repurchased 948,100 shares of its common stock in open market transactions at an average price of $39.55 per share, resulting in a total purchase price of approximately $37.5 million. The Company immediately retired all of the repurchased common stock and charged the par value of the shares to common stock. The excess of the repurchase price over par was applied on a pro rata basis against additional paid-in-capital, with the remainder applied to accumulated deficit.

As of March 31, 2018, the Company has remaining authorization to repurchase up to $212.5 million of shares of its common stock under the 2018 stock repurchase program.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-Based Compensation

Share-Based Compensation

Restricted Stock Unit Award Activity

The following table summarizes the RSU activity during the three months endedMarch 31, 2018:

	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2017	907,580		$	49.30
Granted	1,798,554		$	38.22
Vested	(172,277	)	$	49.39
Forfeited	(4,387	)	$	39.68
Non-vested at March 31, 2018	2,529,470		$	41.44

At March 31, 2018, total unrecognized compensation expense related to unvested RSUs was $91.7 million, which is expected to be recognized over a weighted average period of 2.6 years.

2018 Performance-Based RSU Awards

In February 2018, the Compensation Committee of the Company’s Board of Directors granted performance-based RSU awards (“PRSUs”) to certain executive officers. The total number of PRSUs granted was 185,432 which will vest in a percentage ranging from 0% to 150% depending on the level of achievement of the performance targets. Each award is scheduled to cliff-vest in approximately three years from the grant date and consists of three equal tranches with vesting conditional upon: (i) the attainment of performance targets related to the Company’s revenue growth for fiscal years 2018, 2019, and 2020; and (ii) the continued employment and service of the employee from the grant date through the date when determination of the target attainment level for the last performance period is made. The Company recognizes share-based compensation expense for PRSUs when attainment of each performance target is probable of achievement.

Share-based Compensation Expense

The total amount of share-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands):

	Three Months Ended March 31,
Statement of Operations Classification	2018		2017
Direct costs	$	3,752	$	2,713
Selling, general, and administrative expenses	4,036		3,106
Restructuring and other costs	91		—
Total share-based compensation expense	$	7,879	$	5,819

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Earnings Per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings Per Share

Earnings Per Share

Basic earnings per share is computed based on the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted average number of common shares outstanding plus the effect of dilutive potential common shares outstanding during the period. A reconciliation of the numerators and denominators of the basic and diluted per share computations of weighted average common shares outstanding based on the Company’s consolidated net (loss) income is as follows (in thousands, except per share amounts):

	Three Months Ended March 31,
	2018			2017
Numerator:
Net (loss) income	$	(24,552	)	$	21,187
Denominator:
Basic weighted average common shares outstanding	104,449			54,015
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation programs	—			1,108
Diluted weighted average common shares outstanding	104,449			55,123
(Loss) earnings per share:
Basic	$	(0.24	)	$	0.39
Diluted	$	(0.24	)	$	0.38

Potential common shares outstanding that are considered antidilutive are excluded from the computation of diluted earnings per share. Potential common shares related to stock options and other awards under deferred share-based compensation programs may be determined to be antidilutive based on the application of the treasury stock method. Potential common shares are also considered antidilutive in the event of net loss from operations.

The number of potential shares outstanding that were considered antidilutive using the treasury stock method and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding are as follows (in thousands):

	Three Months Ended March 31,
	2018	2017
Anti-dilutive stock options and other awards	1,097	908
Anti-dilutive stock options and other awards under deferred share-based compensation programs excluded based on reporting of net loss for the period	898	—
Total common stock equivalents excluded from diluted earnings per share computation	1,995	908

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Income Tax Expense

For the three months endedMarch 31, 2018, the Company recorded income tax benefit of $9.0 million, representing an effective tax rate of 26.8%. The effective tax rate for the three months endedMarch 31, 2018 varied from the U.S. federal statutory income tax rate of 21.0% primarily due to: (i) research tax credits in foreign jurisdictions; (ii) a decrease in unrecognized tax benefits; and (iii) a valuation allowance change on domestic deferred tax assets.

For the three months endedMarch 31, 2017, the Company recorded income tax expense of $7.1 million, representing an effective tax rate of 25.2%. The effective tax rate for the three months endedMarch 31, 2017 was lower than the U.S. federal statutory income tax rate of 35.0% primarily due to: (i) income earned in various international tax jurisdictions that apply lower income tax rates; (ii) research tax credits; and (iii) discrete tax adjustments related to excess tax benefits on share-based compensation payments.

Unrecognized Tax Benefits

The Company's gross unrecognized tax benefits, exclusive of associated interest and penalties, were $42.4 million and $43.7 million as of March 31, 2018 and December 31, 2017, respectively. The decrease of $1.3 million during the three months endedMarch 31, 2018 was due to the settlement of a tax audit in a foreign jurisdiction.

Tax Cuts and Jobs Act of 2017

The Company’s accounting for the effects of the Tax Act is incomplete as of March 31, 2018. However, as discussed in “Note 12 - Income Taxes” included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, the Company was able to reasonably estimate certain effects and, therefore, recorded provisional adjustments associated with the deemed repatriation transition tax and remeasurement of net deferred tax assets. The Company did not make any additional measurement-period adjustments related to these items during the three months endedMarch 31, 2018, because the Company has not completed its analysis of the components of the computation, including: (i) the amount of foreign earnings subject to the U.S. income tax; (ii) the portion of foreign earnings held in cash or other specified assets; and (iii) the state tax treatment of the provisions of the Tax Act. The Company is continuing to gather additional information for these items and expects to complete its accounting within the prescribed measurement period.

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Revenue from Contracts with Customers

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Revenue from Contract with Customers

Revenue from Contracts with Customers

Service Revenue

The Company adopted ASC 606 - Revenue from Contracts with Customers and all the related amendments (“new revenue standard” or “ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605 - Revenue Recognition and other authoritative guidance in effect for this period. In accordance with ASC 606, revenue is now recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.

A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue, when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.

The majority of the Company's revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of the Company’s performance obligations, and associated revenue, are transferred to the customer over time. The Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. The Company is also reimbursed for certain third party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based on the assessment of the Company’s anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future.

Most of the Company's contracts can be terminated by the customer without cause with a 30-day notice. In the event of termination, the Company's contracts generally provide that the customer pay the Company for: (i) fees earned through the termination date; (ii) fees and expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company’s long term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition purposes.

Changes in the scope of work are common, especially under long-term contracts, and generally result in a renegotiation of future contract pricing terms and change in contract transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the Company’s contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification.

Contract Balances

Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at the end of each reporting period.

Capitalized Costs

The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment because these costs are incurred in obtaining contracts that have a term greater than one year. The Company amortizes these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses obtainment costs for contracts that have a term of one year or less.

Additionally, certain recruiting and training costs within the selling solutions services offering are incurred prior to deployment of the contract field promotion teams that are reimbursed by the customer. These costs are capitalized and amortized ratably from the deployment date through the end of the accounting contract term. Capitalized costs and the related amortization are as follows (in thousands):

	March 31, 2018
Capitalized costs incurred to obtain or fulfill contracts with customers	$	20,973

	Three Months Ended March 31, 2018
Amortization of capitalized costs	$	3,134

Clinical Solutions

The Company’s Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company provides biopharmaceutical program development services through the Full Service Clinical Development (“Full Service”) platform, discrete services for any part of a customer clinical trial through a Functional Service Provider offering, Early Stage services, and Real World and Late Phase services. The services provided via the Full Service platform generally span several years and a significant benefit to the customer is provided by integrating those services provided by the Company’s employees as well as those performed by third parties.

As the Company provides a significant benefit to the customer of integrating the services provided by the Full Service offering, there is one performance obligation for revenue recognition purposes. Revenue is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through costs.

The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (“series”). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.

The estimate of total revenue and costs at completion requires significant judgment. Contract estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch up basis in the period they become known.

Unsatisfied Performance Obligations

As of March 31, 2018, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with a contract term greater than one year and which are not accounted for as a series pursuant to ASC 606 was $4.86 billion. This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is presented net of any constraints and as a result, is lower than the potential contractual revenue. Specifically, certain contracts which do not commence within a certain period of time require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control. Accordingly, such contracts have been excluded from the unsatisfied performance obligations balance presented above.

Commercial Solutions

The Company’s Commercial Solutions segment provides a broad suite of complementary commercialization services including selling solutions, communications (advertising and public relations), and consulting services. The largest of the service offerings within the Commercial Solutions segment relates to selling solutions. Selling solutions contracts are comprised of a single performance obligation that represents a series of daily outsourced detailing services to promote and sell commercial products on behalf of a customer.

The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.

Pass-through and out-of-pocket costs are recognized in service revenue in the unaudited condensed consolidated income statement as incurred. Certain media purchases and the related reimbursements are recorded on a net basis in the unaudited condensed consolidated income statement as such activities are controlled by the customer.

The Commercial Solutions segment does not have material unsatisfied performance obligations that are required to be disclosed under ASC 606 because the contracts are short-term in nature or represent a series pursuant to ASC 606.

Timing of Billing and Performance

Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable, unbilled accounts receivable, contract assets and contract liabilities on the unaudited condensed consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual milestones. Billings generally occur subsequent to revenue recognition, resulting in recording of: (i) unbilled accounts receivable in instances where the right to bill is contingent solely on the passage of time (e.g., in the following month); and (ii) contract assets in instances where the right to bill is associated with a contingency (e.g., achievement of a milestone). Cash payments received in advance of the Company’s performance result in recording of contract liabilities which are liquidated as revenue is recognized.

Contract assets and liabilities are recorded net on a contract-by-contract basis at the end of each reporting period. The changes in contract assets and liabilities balances generally reflect: (i) revenue recognized in the current period from services completed in prior periods, including adjustments attributable to changes in estimates such as estimated total contract costs; (ii) contract modifications on long-term fixed price contracts executed in the current period, which result in changes to the transaction price; and (iii) revenue recognized related to advance billings recorded as of January 1, 2018.

Impact of Adopting ASC 606

The Company adopted ASC 606 using the modified retrospective method. The cumulative effect of applying the new guidance to all contracts with customers that were not completed as of January 1, 2018 was recorded as an adjustment to accumulated deficit as of the adoption date, with the impact primarily related to the performance obligations related to the Full Service customer clinical trials in the Clinical Solutions segment.

As a result of applying the modified retrospective method to adopt the new accounting guidance, the following adjustments were made to the unaudited condensed consolidated balance sheet as of January 1, 2018 (in thousands):

	As Reported			Adjustments			Adjusted
	December 31, 2017			ASC 606 Adoption			January 1, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	321,262		$	—		$	321,262
Restricted cash	714			—			714
Accounts receivable billed, net	642,985			—			642,985
Accounts receivable unbilled	373,003			(152,644		)	220,359
Contract assets	—			94,567			94,567
Prepaid expenses and other current assets	84,215			19,452			103,667
Total current assets	1,422,179			(38,625		)	1,383,554
Property and equipment, net	180,412			—			180,412
Goodwill	4,292,571			—			4,292,571
Intangible assets, net	1,286,050			—			1,286,050
Deferred income tax assets	20,159			5,857			26,016
Other long-term assets	84,496			12,601			97,097
Total assets	$	7,285,867		$	(20,167	)	$	7,265,700
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	58,575		$	—		$	58,575
Accrued liabilities	500,303			49,611			549,914
Contract liabilities	559,270			34,075			593,345
Current portion of capital lease obligations	16,414			—			16,414
Current portion of long-term debt	25,000			—			25,000
Total current liabilities	1,159,562			83,686			1,243,248
Capital lease obligations, non-current	20,376			—			20,376
Long-term debt, non-current	2,945,934			—			2,945,934
Deferred income tax liabilities	37,807			(8,355		)	29,452
Other long-term liabilities	99,609			3,317			102,926
Total liabilities	4,263,288			78,648			4,341,936
Shareholders' equity:
Preferred stock	—			—			—
Common stock	1,044			—			1,044
Additional paid-in capital	3,414,389			—			3,414,389
Accumulated other comprehensive loss, net of tax	(22,385		)	—			(22,385		)
Accumulated deficit	(370,469		)	(98,815		)	(469,284		)
Total shareholders' equity	3,022,579			(98,815		)	2,923,764
Total liabilities and shareholders' equity	$	7,285,867		$	(20,167	)	$	7,265,700

The following table compares the reported unaudited condensed consolidated statement of operations for the three months endedMarch 31, 2018 to the amounts as if the previous revenue recognition guidance remained in effect for the three months endedMarch 31, 2018 (in thousands, except per share amounts):

	Three Months Ended March 31, 2018
	ASC 606 As Reported			ASC 605 As Adjusted
Service revenue	$	1,057,196		$	760,058
Reimbursable out-of-pocket expenses	—			310,098
Total revenue	1,057,196			1,070,156
Direct costs (exclusive of depreciation and amortization)	532,057			536,888
Reimbursable out-of-pocket expenses	308,766			310,098
Selling, general, and administrative	99,259			99,716
Restructuring and other costs	13,707			13,707
Transaction and integration-related expenses	25,211			25,211
Depreciation	18,028			18,028
Amortization	49,993			49,993
Total operating expenses	1,047,021			1,053,641
Income from operations	10,175			16,515
Other expense, net:
Interest income	839			839
Interest expense	(31,736		)	(31,736		)
Loss on extinguishment of debt	(248		)	(248		)
Other expense, net	(12,554		)	(12,554		)
Total other expense, net	(43,699		)	(43,699		)
Loss before provision for income taxes	(33,524		)	(27,184		)
Income tax benefit	8,972			8,177
Net loss	$	(24,552	)	$	(19,007	)
Loss per share attributable to common shareholders:
Basic	$	(0.24	)	$	(0.18	)
Diluted	$	(0.24	)	$	(0.18	)
Weighted average common shares outstanding:
Basic	104,449			104,449
Diluted	104,449			104,449

The following is a summary of the significant changes in the Company’s unaudited condensed consolidated statement of operations as a result of adopting ASC 606 on January 1, 2018, compared to the amounts as if the Company had continued to report its results under ASC 605:

• ASC 606 delayed the recognition of revenue principally related to Full Service customer clinical trials in the Company’s Clinical Solutions segment as revenue was previously recognized when contractual items (i.e. “units”) were delivered or on a proportional performance basis, generally using output measures of progress specific to the services provided, such as site or investigator recruitment, patient enrollment and data management. These measures excluded reimbursed investigator payments, other pass-through costs, and out-of-pocket expenses, which were recognized as incurred and presented separately as a component of total revenue in the unaudited condensed consolidated statement of operations. Pursuant to the adoption of ASC 606, the majority of revenue recognized related to Full Service customer clinical trials is accounted for using project costs as an input measure of progress, and includes reimbursable pass-through costs and out-of-pocket expenses.

• ASC 606 delayed the recognition of revenue in the Company’s Commercial Solutions segment as certain costs to recruit and train the contract field promotion teams, and revenue for the related reimbursements, are deferred and amortized over the contract term under ASC 606. These amounts were previously recognized as each separate service was delivered to the customer. These delays were partially offset by the acceleration of revenue recognition on certain incentive fee programs that were previously recognized upon customer approval.

The following table compares the reported unaudited condensed consolidated balance sheets as of March 31, 2018 to the amounts as if the previous revenue recognition guidance remained in effect as of March 31, 2018 (in thousands):

	March 31, 2018
	ASC 606 As Reported			ASC 605 As Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	186,719		$	186,719
Restricted cash	2,236			2,236
Accounts receivable billed, net	600,796			600,796
Accounts receivable unbilled	392,536			578,043
Contract assets	111,934			—
Prepaid expenses and other current assets	94,291			72,981
Total current assets	1,388,512			1,440,775
Property and equipment, net	173,051			173,051
Goodwill	4,306,244			4,306,244
Intangible assets, net	1,241,709			1,241,709
Deferred income tax assets	27,709			21,617
Other long-term assets	104,679			92,402
Total assets	$	7,241,904		$	7,275,798
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	69,500		$	69,500
Accrued liabilities	518,383			466,185
Contract liabilities	643,338			617,236
Current portion of capital lease obligations	15,889			15,889
Current portion of long-term debt	31,250			31,250
Total current liabilities	1,278,360			1,200,060
Capital lease obligations, non-current	15,607			15,607
Long-term debt, non-current	2,908,366			2,908,366
Deferred income tax liabilities	22,265			31,536
Other long-term liabilities	110,047			106,500
Total liabilities	4,334,645			4,262,069
Shareholders' equity:
Preferred stock	—			—
Common stock	1,038			1,038
Additional paid-in capital	3,394,586			3,394,586
Accumulated other comprehensive income, net of tax	15,822			17,932
Accumulated deficit	(504,187		)	(399,827		)
Total shareholders' equity	2,907,259			3,013,729
Total liabilities and shareholders' equity	$	7,241,904		$	7,275,798

The following is a summary of the significant changes in the Company’s unaudited condensed consolidated balance sheets as a result of adopting ASC 606 on January 1, 2018, compared to the amounts as if the Company had continued to report its results under ASC 605:

• The reported assets were less than the total assets that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to unbilled accounts receivable and contract assets being derecognized on certain Clinical Solutions contracts for which ASC 606 adoption delayed revenue recognition, partially offset by the deferral of certain recruiting and training costs in Commercial Solutions contracts and capitalized sales commissions. The reported liabilities were greater than the total liabilities that would have been reported had the prior revenue recognition guidance remained in effect. This was largely due to advances and deferred revenue in excess of contract assets that are required to be presented net on a contract-by-contract basis.

• The adoption of ASC 606 primarily resulted in a revenue recognition delay as of January 1, 2018, which resulted in an increase of the Company’s deferred tax asset position. As the Company records full reserves for its net federal deferred tax assets in the United States, a portion of the impact was offset by a corresponding increase to the valuation allowance against the deferred tax asset position.

The adoption of ASC 606 had no net impact on the Company’s cash flows from operations.

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Segment Information

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Segment Information

Segment Information

During the third quarter of 2017, the Company realigned its operating segments as a result of the Merger to reflect the current structure under which performance is evaluated, strategic decisions are made and resources are allocated. As a result of this realignment, effective August 1, 2017, the Company began evaluating its financial performance based on two reportable segments: Clinical Solutions and Commercial Solutions. Historical segment reporting has been revised to reflect these changes to the Company’s segment structure.

Each reportable business segment is comprised of multiple service offerings that, when combined, create a fully integrated biopharmaceutical solutions organization. Clinical Solutions offers a variety of services spanning Phase I to Phase IV of clinical development, including full-service global studies, as well as individual service offerings such as clinical monitoring, investigator recruitment, patient recruitment, data management, and study startup to assist customers with their drug development process. Commercial Solutions provides commercialization services to the pharmaceutical, biotechnology, and healthcare industries, which include outsourced selling solutions, communication solutions (public relations and advertising), and consulting related services.

The Company’s Chief Operating Decision Maker (“CODM”) reviews segment performance and allocates resources based upon segment revenue and income from operations. Beginning in 2018, as a result of the Company’s adoption of ASC 606, revenue and costs for reimbursed out-of-pocket expenses are allocated to the Company’s segments. Prior to 2018, revenue and costs for reimbursed out-of-pocket expenses were not allocated to the Company’s segments. Inter-segment revenue is eliminated from the segment reporting presented to the CODM and is not included in the segment revenue presented in the table below. Certain costs are not allocated to the Company’s reportable segments and are reported as general corporate expenses. These costs primarily consist of share-based compensation and general operating expenses associated with the Company’s senior leadership, finance, Board of Directors, investors relations, and internal audit functions. The Company does not allocate depreciation, amortization, restructuring, or transaction and integration-related costs to its segments. Additionally, the CODM reviews the Company’s assets on a consolidated basis and the Company does not allocate assets to its reportable segments as they are not included in the review performed by the CODM for purposes of assessing segment performance or allocating resources.

Information about reportable segment operating results is as follows (in thousands):

	Three Months Ended March 31,
	2018		2017
Revenue:
Clinical Solutions service revenue	$	786,839	$	249,497
Commercial Solutions service revenue	270,357		2,581
Total segment service revenue	1,057,196		252,078
Reimbursable out-of-pocket expenses not allocated to segments	—		129,840
Total consolidated revenue	$	1,057,196	$	381,918
Segment direct costs:
Clinical Solutions	$	353,893	$	149,887
Commercial Solutions	174,412		2,235
Total segment direct costs	528,305		152,122
Reimbursable out-of-pocket expenses:
Clinical Solutions	$	261,478	$	—
Commercial Solutions	47,288		—
Total segment reimbursable out-of-pocket expenses	308,766		—
Segment selling, general, and administrative expenses:
Clinical Solutions	$	65,946	$	36,790
Commercial Solutions	19,518		—
Total segment selling, general, and administrative expenses	85,464		36,790
Segment operating income:
Clinical Solutions	$	105,522	$	62,820
Commercial Solutions	29,139		346
Total segment operating income	134,661		63,166
Operating expenses not allocated to segments:
Reimbursable out-of-pocket expenses not allocated to segments	$	—	$	129,840
Corporate selling, general, and administrative expenses not allocated to segments	9,759		5,038
Share-based compensation included in direct costs not allocated to segments	3,752		2,713
Share-based compensation included in selling, general, and administrative expenses not allocated to segments	4,036		3,106
Restructuring and other costs	13,707		1,927
Transaction and integration-related expenses	25,211		2
Depreciation and amortization	68,021		15,628
Total consolidated income from operations	$	10,175	$	34,752

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Operations by Geographic Location

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Operations by Geographic Location

Operations by Geographic Location

The Company conducts its global operations through wholly-owned subsidiaries and representative sales offices. Prior to the Merger, service revenue was attributed to geographical locations based upon the location to which the Company invoiced the end customer. Following the Merger, the Company began to attribute service revenues to geographical locations based upon the location of where the work is performed to reflect its expanded geographic presence and increased scale of operations. All prior periods have been recast to reflect the effect of this change.

The following table summarizes information about revenue by geographic area (in thousands and with all intercompany transactions eliminated):

	Three Months Ended March 31,
	2018		2017
Revenue:
North America (a)	$	731,766	$	142,759
Europe, Middle East, and Africa	228,837		80,012
Asia-Pacific	77,980		20,209
Latin America	18,613		9,098
Total service revenue	1,057,196		252,078
Reimbursable-out-of-pocket expenses	—		129,840
Total revenue	$	1,057,196	$	381,918

(a)Service revenue for the North America region includes revenue attributable to the United States of $696.4 million and $136.3 million, or 65.9% and 54.1% of service revenue, for the three months endedMarch 31, 2018 and March 31, 2017, respectively. No other country represented more than 10% of service revenue for any period.

Long-lived assets by geographic area for each period were as follows (in thousands and all intercompany transactions have been eliminated):

	March 31, 2018		December 31, 2017
Property and equipment, net:
North America (a)	$	127,171	$	136,101
Europe, Middle East and Africa	27,733		25,517
Asia-Pacific	13,879		14,700
Latin America	4,268		4,094
Total property and equipment, net	$	173,051	$	180,412

^(a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $120.4 million and $128.5 million as of March 31, 2018 and December 31, 2017, respectively.

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Concentration of Credit Risk

3 Months Ended

Mar. 31, 2018

Risks and Uncertainties [Abstract]

Concentration of Credit Risk

Concentration of Credit Risk

The Company maintains cash depository accounts with several financial institutions worldwide and is exposed to credit risk related to the potential inability to access liquidity in financial institutions where its cash and cash equivalents are concentrated. The Company has not historically incurred any losses with respect to these balances and believes that they bear minimal credit risk.

As of March 31, 2018, the amount of cash and cash equivalents held outside the United States by the Company’s foreign subsidiaries was $62.1 million, or 33% of the total consolidated cash and cash equivalents balance. As of December 31, 2017, the amount of cash and cash equivalents held outside the United States by the Company’s foreign subsidiaries was $192.0 million, or 60% of the total consolidated cash and cash equivalents balance.

During the three months endedMarch 31, 2018, one customer accounted for approximately 11% of the Company’s total consolidated service revenue (including reimbursable out-of-pocket expenses as a result of the adoption of ASC 606 described in “Note 10 - Revenue from Contracts with Customers”). No single customer accounted for greater than 10% of the Company’s total consolidated service revenue for the three months endedMarch 31, 2017.

As of March 31, 2018 and December 31, 2017, one customer accounted for approximately 13% of the Company’s billed accounts receivable, unbilled accounts receivable, and contract assets balances.

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Related-Party Transactions

3 Months Ended

Mar. 31, 2018

Related Party Transactions [Abstract]

Related-Party Transactions

Related-Party Transactions

For the three months endedMarch 31, 2018, the Company incurred reimbursable out-of-pocket expenses of $0.2 million for professional services obtained from a provider whose significant shareholder was also a significant shareholder of the Company. No related-party revenue was recorded for the three months endedMarch 31, 2018. There were no related party transactions for the three months endedMarch 31, 2017.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Legal Proceedings

Through the Merger, the Company became a party to a lawsuit initiated and outstanding against inVentiv prior to the Merger. On October 31, 2013, Cel-Sci Corporation (“Claimant”) made a demand for arbitration under a Master Services Agreement (the “MSA”), dated as of April 6, 2010 between Claimant and two of the Company’s subsidiaries, inVentiv Health Clinical, LLC (formerly known as PharmaNet, LLC) and PharmaNet GmbH (currently known as inVentiv Health Switzerland GmbH and formerly known as PharmaNet AG) (collectively, “PharmaNet”). Under the MSA and related project agreement, which were terminated by Claimant in April 2013, Claimant engaged PharmaNet in connection with a Phase III Clinical Trial of its investigational drug. The arbitration claim alleges (i) breach of contract, (ii) fraud in the inducement, and (iii) common law fraud on the part of PharmaNet, and seeks damages of at least $50.0 million. In December 2013, inVentiv Health Clinical, LLC filed a counterclaim against Claimant that alleges breach of contract and seeks at least $2.0 million in damages. The matter proceeded to the discovery phase. In January 2015, inVentiv Health Clinical, LLC filed additional counterclaims against Claimant that allege (i) breach of contract, (ii) opportunistic breach, restitution and unjust enrichment, and (iii) defamation, and seek at least $2.0 million in damages and $20.0 million in other equitable remedies. The arbitration hearings have completed, and the parties are now awaiting a decision by the arbitrator. The Company continues to maintain its position in this matter. In the Company’s opinion, the ultimate outcome of this matter, net of liabilities accrued on the Company’s balance sheet, is not expected to have a material effect on the Company’s financial position, results of operations, or cash flows.

Self-Insurance Reserves

The Company is self-insured for certain losses relating to health insurance claims for the majority of its employees located within the United States. Additionally, the Company maintains certain self-insurance retention limits related to automobile and workers’ compensation insurance. As of March 31, 2018 and December 31, 2017, the total accrual for self-insurance reserves was $20.8 million and $16.6 million, respectively.

Assumed Contingent Tax-Sharing Obligations

As a result of the Merger, the Company assumed contingent tax-sharing obligations arising from inVentiv’s 2016 merger with Double Eagle Parent, Inc. As of March 31, 2018 and December 31, 2017, the estimated fair value of the assumed contingent tax-sharing obligations was $51.7 million and $50.5 million, respectively. For additional information regarding the assumed contingent tax-sharing obligations, refer to “Note 3 - Business Combinations.”

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

Repricing Amendment to Credit Agreement

On May 4, 2018, the Company entered into Amendment No. 1 (the “Repricing Amendment”) to the Credit Agreement dated August 1, 2017 (the “Credit Agreement”), among the Company; the lenders party thereto; Credit Suisse AG, Cayman Islands Branch (“Credit Suisse”), as Administrative Agent; and each of the other parties thereto. The Repricing Amendment, among other things, modifies the terms of the Credit Agreement to:

(1) reduce by 0.25% overall the applicable margins for alternate base rate (“ABR”) loans and Adjusted Eurocurrency Rate loans with respect to both Term Loan A and Term Loan B, resulting in:

(i) for Term Loan A, a margin spread of (a) 0.25% to 0.50% for ABR loans and (b) 1.25% to 1.50% for Adjusted Eurocurrency Rate loans (with the specific applicable margins determined by reference to the First Lien Leverage Ratio), and

(ii) for Term Loan B, a margin spread of (a) 0.75% to 1.00% for ABR loans and (b) 1.75% to 2.00% for Adjusted Eurocurrency Rate loans (with the specific applicable margins determined by reference to the Secured Leverage Ratio as modified so that the higher rate applies when the Secured Leverage Ratio is greater than 2.75 to 1.00); and

(2) reset the period in which a prepayment premium with respect to Term Loan B is required for a “Repricing Transaction” (as defined in the Credit Agreement) to six months after the closing date of the Repricing Amendment.

In connection with the execution of the Repricing Amendment, the Company paid certain fees and expenses to Credit Suisse and ING Capital LLC, as lead arrangers. As of May 4, 2018, $1.53 billion of Term Loan B principal were outstanding and $987.5 million of the Term Loan A principal was outstanding.

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Basis of Presentation and Changes in Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Unaudited Interim Financial Information

Unaudited Interim Financial Information

The Company prepared the accompanying unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial information. The significant accounting policies followed by the Company for interim financial reporting are consistent with the accounting policies followed for annual financial reporting.

The unaudited condensed consolidated financial statements, in management’s opinion, include all adjustments of a normal recurring nature necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on February 28, 2018. The results of operations for the three months endedMarch 31, 2018 are not necessarily indicative of the results to be expected for the full year ending December 31, 2018 or any other future period. The unaudited condensed consolidated balance sheet at December 31, 2017 is derived from the amounts in the audited consolidated balance sheet included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

Recently Adopted Accounting Standards and Recently Issued Accounting Standards Not Yet Adopted

Recently Adopted Accounting Standards

Revenue from Contracts with Customers. The Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605, Revenue Recognition (“ASC 605”). For additional information related to the impact of adopting this standard, see “Note 10 - Revenue from Contracts with Customers.”

Statement of Cash Flows - Restricted Cash. Effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash using the retrospective transition method, as required by the new standard. The adoption of this ASU had an immaterial impact to the Company’s unaudited condensed consolidated statements of cash flows. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets at March 31, 2018 and December 31, 2017, that sum to the total of such amounts in the consolidated statements of cash flows (in thousands):

	March 31, 2018		December 31, 2017
Cash and cash equivalents	$	186,719	$	321,262
Restricted cash	2,236		714
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	188,955	$	321,976

Comprehensive Income - Reclassifications of Certain Tax Effects. Effective January 1, 2018, the Company elected to early adopt ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. Under the updated accounting guidance, the Company is allowed to reclassify the stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate resulting from the Tax Cuts and Jobs Act (“Tax Act”) is recorded. Upon adoption, the Company recorded an increase to other comprehensive income of $3.9 million and a reduction in retained earnings of $3.9 million. There was no impact on prior periods.

Recently Issued Accounting Standards Not Yet Adopted

Leases. In February 2016, the Financial Accounting Standards board (“FASB”) issued ASU No. 2016-02, Leases. ASU 2016-02 requires organizations to recognize lease assets and lease liabilities on the balance sheet, including leases that were previously classified as operating leases. The ASU also requires additional disclosures about leasing arrangements related to the amount, timing, and uncertainty of cash flows arising from leases. The amendments in this ASU are effective for financial statements issued for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of the amendments is permitted and the new guidance will be applied using a modified retrospective approach. The Company plans to adopt the standard on January 1, 2019 and is currently assessing the potential impact of this standard on its consolidated financial statements.

Revenue from Contracts with Customers

Service Revenue

The Company adopted ASC 606 - Revenue from Contracts with Customers and all the related amendments (“new revenue standard” or “ASC 606”) on January 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the three months endedMarch 31, 2018 reflect the application of ASC 606, while the reported results for the three months endedMarch 31, 2017 were prepared under ASC 605 - Revenue Recognition and other authoritative guidance in effect for this period. In accordance with ASC 606, revenue is now recognized when, or as, a customer obtains control of promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.

A performance obligation is a promise (or a combination of promises) in a contract to transfer distinct goods or services to a customer and is the unit of accounting under ASC 606 for the purposes of revenue recognition. A contract’s transaction price is allocated to each separate performance obligation based upon the standalone selling price and is recognized as revenue, when, or as, the performance obligation is satisfied. The majority of the Company’s contracts have a single performance obligation because the promise to transfer individual services is not separately identifiable from other promises in the contracts, and therefore, is not distinct. For contracts with multiple performance obligations, the contract’s transaction price is allocated to each performance obligation using the best estimate of the standalone selling price of each distinct good or service in the contract.

The majority of the Company's revenue arrangements are service contracts that range in duration from a few months to several years. Substantially all of the Company’s performance obligations, and associated revenue, are transferred to the customer over time. The Company generally receives compensation based on measuring progress toward completion using anticipated project budgets for direct labor and prices for each service offering. The Company is also reimbursed for certain third party pass-through and out-of-pocket costs. In addition, in certain instances a customer contract may include forms of variable consideration such as incentive fees, volume rebates or other provisions that can increase or decrease the transaction price. This variable consideration is generally awarded upon achievement of certain performance metrics, program milestones or cost targets. For the purposes of revenue recognition, variable consideration is assessed on a contract-by-contract basis and the amount to be recorded is estimated based on the assessment of the Company’s anticipated performance and consideration of all information that is reasonably available. Variable consideration is recognized as revenue if and when it is deemed probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved in the future.

Most of the Company's contracts can be terminated by the customer without cause with a 30-day notice. In the event of termination, the Company's contracts generally provide that the customer pay the Company for: (i) fees earned through the termination date; (ii) fees and expenses for winding down the project, which include both fees incurred and actual expenses; (iii) non-cancellable expenditures; and (iv) in some cases, a fee to cover a portion of the remaining professional fees on the project. The Company’s long term clinical trial contracts contain implied substantive termination penalties because of the significant wind-down cost of terminating a clinical trial. These provisions for termination penalties result in these types of contracts being treated as long-term for revenue recognition purposes.

Changes in the scope of work are common, especially under long-term contracts, and generally result in a renegotiation of future contract pricing terms and change in contract transaction price. If the customer does not agree to a contract modification, the Company could bear the risk of cost overruns. Most of the Company’s contract modifications are for services that are not distinct from the services under the existing contract due to the significant integration service provided in the context of the contract and therefore result in a cumulative catch-up adjustment to revenue at the date of contract modification.

Contract Balances

Contract assets include unbilled amounts typically resulting from revenue recognized in excess of the amounts billed to the customer for which the right to payment is subject to factors other than the passage of time. These amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer payments received in advance of performance and billings in excess of revenue recognized, net of revenue recognized from the balance at the beginning of the period. Contract assets and liabilities are presented on the balance sheet on a net contract-by-contract basis at the end of each reporting period.

Capitalized Costs

The Company capitalizes certain costs associated with commissions and bonuses paid to its employees in the Clinical Solutions segment because these costs are incurred in obtaining contracts that have a term greater than one year. The Company amortizes these costs in a manner that is consistent with the pattern of revenue recognition described below. The Company expenses obtainment costs for contracts that have a term of one year or less.

Additionally, certain recruiting and training costs within the selling solutions services offering are incurred prior to deployment of the contract field promotion teams that are reimbursed by the customer. These costs are capitalized and amortized ratably from the deployment date through the end of the accounting contract term. Capitalized costs and the related amortization are as follows (in thousands):

	March 31, 2018
Capitalized costs incurred to obtain or fulfill contracts with customers	$	20,973

	Three Months Ended March 31, 2018
Amortization of capitalized costs	$	3,134

Clinical Solutions

The Company’s Clinical Solutions segment provides solutions to address the clinical development needs of customers. The Company provides biopharmaceutical program development services through the Full Service Clinical Development (“Full Service”) platform, discrete services for any part of a customer clinical trial through a Functional Service Provider offering, Early Stage services, and Real World and Late Phase services. The services provided via the Full Service platform generally span several years and a significant benefit to the customer is provided by integrating those services provided by the Company’s employees as well as those performed by third parties.

As the Company provides a significant benefit to the customer of integrating the services provided by the Full Service offering, there is one performance obligation for revenue recognition purposes. Revenue is recognized over time using an input measure of progress. The input measure reflects costs (including investigator payments and pass-through costs) incurred to date relative to total estimated costs to complete (“cost-to-cost measure of progress”). Under the cost-to-cost measure of progress methodology, revenue is recorded proportionally to costs incurred. Contract costs principally include direct labor, investigator payments, and pass-through costs.

The remaining service offerings within the Clinical Solutions segment are generally short-term, month-to-month contracts, time and materials basis contracts, or provide a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (“series”). As such, revenue for these service offerings is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.

The estimate of total revenue and costs at completion requires significant judgment. Contract estimates are based on various assumptions to project future outcomes of events that often span several years. These estimates are reviewed periodically and any adjustments are recognized on a cumulative catch up basis in the period they become known.

Unsatisfied Performance Obligations

As of March 31, 2018, the total aggregate transaction price allocated to the unsatisfied performance obligations under contracts with a contract term greater than one year and which are not accounted for as a series pursuant to ASC 606 was $4.86 billion. This amount includes revenue associated with reimbursable out-of-pocket expenses. The Company expects to recognize revenue over the remaining contract term of the individual projects, with contract terms generally ranging from one to five years. The amount of unsatisfied performance obligations is presented net of any constraints and as a result, is lower than the potential contractual revenue. Specifically, certain contracts which do not commence within a certain period of time require the Company to undertake numerous activities to fulfill these performance obligations, including various activities that are outside of the Company’s control. Accordingly, such contracts have been excluded from the unsatisfied performance obligations balance presented above.

Commercial Solutions

The Company’s Commercial Solutions segment provides a broad suite of complementary commercialization services including selling solutions, communications (advertising and public relations), and consulting services. The largest of the service offerings within the Commercial Solutions segment relates to selling solutions. Selling solutions contracts are comprised of a single performance obligation that represents a series of daily outsourced detailing services to promote and sell commercial products on behalf of a customer.

The remaining Commercial Solutions contracts are generally short-term, month-to-month contracts or time and materials contracts. As such, Commercial Solutions revenue is generally recognized as services are performed for the amount the Company estimates it is entitled to for the period, similar to the pattern of recognition under ASC 605. For contracts billed on a fixed price basis, revenue is recognized over time based on the proportion of labor costs expended to total labor costs expected to complete the contract performance obligation.

Pass-through and out-of-pocket costs are recognized in service revenue in the unaudited condensed consolidated income statement as incurred. Certain media purchases and the related reimbursements are recorded on a net basis in the unaudited condensed consolidated income statement as such activities are controlled by the customer.

The Commercial Solutions segment does not have material unsatisfied performance obligations that are required to be disclosed under ASC 606 because the contracts are short-term in nature or represent a series pursuant to ASC 606.

Timing of Billing and Performance

Differences in the timing of revenue recognition and associated billings and cash collections result in recording of billed accounts receivable, unbilled accounts receivable, contract assets and contract liabilities on the unaudited condensed consolidated balance sheet. Amounts are billed as work progresses in accordance with agreed-upon contractual terms either at periodic intervals or upon achievement of contractual milestones. Billings generally occur subsequent to revenue recognition, resulting in recording of: (i) unbilled accounts receivable in instances where the right to bill is contingent solely on the passage of time (e.g., in the following month); and (ii) contract assets in instances where the right to bill is associated with a contingency (e.g., achievement of a milestone). Cash payments received in advance of the Company’s performance result in recording of contract liabilities which are liquidated as revenue is recognized.

Contract assets and liabilities are recorded net on a contract-by-contract basis at the end of each reporting period. The changes in contract assets and liabilities balances generally reflect: (i) revenue recognized in the current period from services completed in prior periods, including adjustments attributable to changes in estimates such as estimated total contract costs; (ii) contract modifications on long-term fixed price contracts executed in the current period, which result in changes to the transaction price; and (iii) revenue recognized related to advance billings recorded as of January 1, 2018.

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Basis of Presentation and Changes in Significant Accounting Policies Basis of Presentation and Changes in Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Cash and cash equivalents

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets at March 31, 2018 and December 31, 2017, that sum to the total of such amounts in the consolidated statements of cash flows (in thousands):

	March 31, 2018		December 31, 2017
Cash and cash equivalents	$	186,719	$	321,262
Restricted cash	2,236		714
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	188,955	$	321,976

Restricted cash

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the unaudited condensed consolidated balance sheets at March 31, 2018 and December 31, 2017, that sum to the total of such amounts in the consolidated statements of cash flows (in thousands):

	March 31, 2018		December 31, 2017
Cash and cash equivalents	$	186,719	$	321,262
Restricted cash	2,236		714
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	188,955	$	321,976

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Financial Statement Details (Tables)

3 Months Ended

Mar. 31, 2018

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Cash Pool Position

The Company’s net cash pool position consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Gross cash position	$	145,210		$	195,376
Less: cash borrowings	(128,578		)	(88,226		)
Net cash position	$	16,632		$	107,150

Schedule of Billed Accounts Receivable, Net

Billed accounts receivable, net consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Accounts receivable billed	$	610,333		$	652,061
Allowance for doubtful accounts	(9,537		)	(9,076		)
Accounts receivable billed, net	$	600,796		$	642,985

Schedule of Goodwill

Changes in the carrying amount of goodwill by segment for the three months endedMarch 31, 2018 were as follows (in thousands):

	Total			Clinical Solutions			Commercial Solutions
Balance at December 31, 2017:
Gross carrying amount	$	4,308,737		$	2,808,975		$	1,499,762
Accumulated impairment losses (a)	(16,166		)	(8,142		)	(8,024		)
Goodwill net of accumulated impairment losses	4,292,571			2,800,833			1,491,738
2018 Activity:
Business combinations (b)	(4,214		)	(2,529		)	(1,685		)
Impact of foreign currency translation	17,887			11,927			5,960
Balance at March 31, 2018:
Gross carrying amount	4,322,410			2,818,373			1,504,037
Accumulated impairment losses (a)	(16,166		)	(8,142		)	(8,024		)
Goodwill net of accumulated impairment losses	$	4,306,244		$	2,810,231		$	1,496,013

^(a) Accumulated impairment losses associated with the Clinical Solutions segment were recorded in fiscal periods prior to 2018 and related to the former Phase I Services segment, now a component of the Clinical Solutions segment. Accumulated impairment losses associated with the Commercial Solutions segment were recorded in fiscal periods prior to 2018 and related to the former Global Consulting segment, now a component of the Commercial Solutions segment. No impairment of goodwill was recorded for the three months endedMarch 31, 2018.

^(b) Amount represents measurement period adjustments to goodwill recognized in connection with the Merger. Goodwill associated with the Merger is not deductible for income tax purposes. See “Note 3 - Business Combinations” for further information.

Schedule of Accumulated Other Comprehensive Loss, Net of Taxes

Accumulated other comprehensive income (loss), net of tax, consisted of the following (in thousands):

	March 31, 2018		December 31, 2017
Foreign currency translation adjustments, net of tax	$	14,003	$	(23,514	)
Unrealized gains on derivative instruments, net of tax	1,819		1,129
Accumulated other comprehensive income (loss), net of tax	$	15,822	$	(22,385	)

Changes in accumulated other comprehensive income (loss), net of tax for the three months endedMarch 31, 2018 were as follows (in thousands):

	Unrealized gain on derivative instruments, net of tax			Foreign currency translation adjustments, net of tax			Total
Balance at December 31, 2017	$	1,129		$	(23,514	)	$	(22,385	)
Reclassification of income tax benefit due to adoption of ASU 2018-02	256			3,594			3,850
Balance at January 1, 2018	1,385			(19,920		)	(18,535		)
Other comprehensive gain before reclassifications	711			33,923			34,634
Amount of gain reclassified from accumulated other comprehensive income (loss) into the statements of operations	(277		)	—			(277		)
Net current period other comprehensive gain, net of tax	434			33,923			34,357
Balance at March 31, 2018	$	1,819		$	14,003		$	15,822

Reclassification out of Accumulated Other Comprehensive Loss

The tax effects allocated to each component of other comprehensive income for the three months endedMarch 31, 2018 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Foreign currency translation adjustments	$	36,791		$	(2,868	)	$	33,923
Unrealized gain on derivative instruments:
Unrealized gains arising during period	711			—			711
Reclassification adjustment of realized gains to net income	(277		)	—			(277		)
Net unrealized gain	434			—			434
Other comprehensive income	$	37,225		$	(2,868	)	$	34,357

The tax effects allocated to each component of other comprehensive income for the three months endedMarch 31, 2017 were as follows (in thousands):

	Before-Tax Amount			Tax (Expense) or Benefit			Net-of-Tax Amount
Foreign currency translation adjustments	$	4,846		$	—		$	4,846
Unrealized gain on derivative instruments:
Unrealized gains arising during the period	305			(112		)	193
Reclassification adjustment of realized gains to net income	(68		)	25			(43		)
Net unrealized gain	237			(87		)	150
Other comprehensive income	$	5,083		$	(87	)	$	4,996

Schedule of Other Expense, Net

Other expense, net consisted of the following (in thousands):

	Three Months Ended March 31,
	2018			2017
Net realized foreign currency loss	$	(5,517	)	$	(670	)
Net unrealized foreign currency loss	(6,364		)	(2,707		)
Other, net	(673		)	(80		)
Total other expense, net	$	(12,554	)	$	(3,457	)

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Business Combinations (Tables)

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Allocation of Consideration Transferred

The following table summarizes the preliminary allocation of the consideration transferred based on management’s estimates of Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill (in thousands):     

	March 31, 2018
Assets acquired:
Cash and cash equivalents	$	57,338
Restricted cash	433
Accounts receivable	367,169
Unbilled accounts receivable	261,585
Other current assets	95,506
Property and equipment	113,674
Intangible assets	1,334,200
Other assets	50,052
Total assets acquired	2,279,957
Liabilities assumed:
Accounts payable	38,072
Accrued liabilities	306,649
Contract liabilities	247,474
Capital leases	40,928
Long-term debt, current and non-current	737,872
Deferred income taxes, net	11,382
Other liabilities	121,238
Total liabilities assumed	1,503,615
Total identifiable assets acquired, net	776,342
Goodwill	$	3,729,281

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information was derived from the historical financial statements of the Company and inVentiv and presents the combined results of operations as if the Merger had occurred on January 1, 2016. The pro forma financial information is presented for comparative purposes only and is not necessarily indicative of the results that would have actually occurred had the Merger been completed on January 1, 2016. In addition, the unaudited pro forma financial information does not give effect to any anticipated cost savings, operating efficiencies or other synergies that may result from the Merger, or any estimated costs that have been or will be incurred by the Company to integrate the assets and operations of inVentiv. Consequently, actual future results of the Company will differ from the unaudited pro forma financial information presented.

	Three Months Ended March 31, 2017
	(In thousands, except per share data)
Pro forma total revenue	$	1,064,963
Pro forma net income	3,119
Pro forma income per share:
Basic	$	0.03
Diluted	$	0.03

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value Disclosures [Abstract]

Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2018, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,137	$	—	$	—	$	16,137
Derivative instruments	—		2,601		—		2,601
Total assets	$	16,137	$	2,601	$	—	$	18,738
Liabilities:
Contingent tax-sharing obligation assumed through business combinations	$	—	$	—	$	51,674	$	51,674
Total liabilities	$	—	$	—	$	51,674	$	51,674

As of December 31, 2017, the fair values of the major classes of the Company’s assets and liabilities measured at fair value on a recurring basis were as follows (in thousands):

	Level 1		Level 2		Level 3		Total
Assets:
Trading securities	$	16,318	$	—	$	—	$	16,318
Derivative instruments	—		2,179		—		2,179
Total assets	$	16,318	$	2,179	$	—	$	18,497
Liabilities:
Contingent tax-sharing obligation assumed through business combinations	$	—	$	—	$	50,480	$	50,480
Total liabilities	$	—	$	—	$	50,480	$	50,480

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation

The following table presents changes in the carrying amount of contingent tax-sharing obligations classified as Level 3 category within the fair value hierarchy for the three months endedMarch 31, 2018 (in thousands):

Balance at December 31, 2017	$	50,480
Changes in fair value recognized in earnings	1,194
Payments	—
Balance at March 31, 2018	$	51,674

Schedule of Estimated Fair Value of Financial Instruments Not Recorded at Fair Value

The estimated fair values of the Company’s outstanding term loans and Senior Unsecured Notes were as follows (in thousands):

	March 31, 2018				December 31, 2017
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Term Loan A due August 2022	$	993,750	$	993,750	$	1,000,000	$	1,000,000
Term Loan B due August 2024 (net of original issue debt discount)	1,523,261		1,525,000		1,548,149		1,550,000
7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium)	442,092		433,225		443,507		433,729

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Restructuring and Other Costs (Tables)

3 Months Ended

Mar. 31, 2018

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

The following table summarizes activity related to the liabilities associated with restructuring and other costs during the three months endedMarch 31, 2018 (in thousands):

	Employee Severance Costs, Including Executive Transition Costs			Facility Closure and Lease Termination Costs			Other Costs			Total
Balance at December 31, 2017	$	8,858		$	7,411		$	524		$	16,793
Expenses incurred(a)	8,572			1,303			1,801			11,676
Cash payments made	(9,511		)	(1,697		)	(1,683		)	(12,891		)
Balance at March 31, 2018	$	7,919		$	7,017		$	642		$	15,578

^(a) The amount of expenses incurred presented in the reconciliation of accrued restructuring liabilities excludes $2.0 million of non-cash restructuring and other expenses incurred for the three months endedMarch 31, 2018 as these expenses were not subject to accrual prior to the period in which they were incurred.

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Restricted Stock Units Activity

The following table summarizes the RSU activity during the three months endedMarch 31, 2018:

	Number of Shares		Weighted Average Grant Date Fair Value
Non-vested at December 31, 2017	907,580		$	49.30
Granted	1,798,554		$	38.22
Vested	(172,277	)	$	49.39
Forfeited	(4,387	)	$	39.68
Non-vested at March 31, 2018	2,529,470		$	41.44

Summary of Share-Based Compensation Expense Recognized in Statements of Operations

The total amount of share-based compensation expense recognized in the unaudited condensed consolidated statements of operations was as follows (in thousands):

	Three Months Ended March 31,
Statement of Operations Classification	2018		2017
Direct costs	$	3,752	$	2,713
Selling, general, and administrative expenses	4,036		3,106
Restructuring and other costs	91		—
Total share-based compensation expense	$	7,879	$	5,819

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

A reconciliation of the numerators and denominators of the basic and diluted per share computations of weighted average common shares outstanding based on the Company’s consolidated net (loss) income is as follows (in thousands, except per share amounts):

	Three Months Ended March 31,
	2018			2017
Numerator:
Net (loss) income	$	(24,552	)	$	21,187
Denominator:
Basic weighted average common shares outstanding	104,449			54,015
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation programs	—			1,108
Diluted weighted average common shares outstanding	104,449			55,123
(Loss) earnings per share:
Basic	$	(0.24	)	$	0.39
Diluted	$	(0.24	)	$	0.38

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The number of potential shares outstanding that were considered antidilutive using the treasury stock method and therefore excluded from the computation of diluted earnings per share, weighted for the portion of the period they were outstanding are as follows (in thousands):

	Three Months Ended March 31,
	2018	2017
Anti-dilutive stock options and other awards	1,097	908
Anti-dilutive stock options and other awards under deferred share-based compensation programs excluded based on reporting of net loss for the period	898	—
Total common stock equivalents excluded from diluted earnings per share computation	1,995	908

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Revenue from Contracts with Customers (Tables)

3 Months Ended

Mar. 31, 2018

Revenue from Contract with Customer [Abstract]

Capitalized costs and the related amortization

Capitalized costs and the related amortization are as follows (in thousands):

	March 31, 2018
Capitalized costs incurred to obtain or fulfill contracts with customers	$	20,973

	Three Months Ended March 31, 2018
Amortization of capitalized costs	$	3,134

Result of applying modified retrospective method to adopt new accounting guidance

As a result of applying the modified retrospective method to adopt the new accounting guidance, the following adjustments were made to the unaudited condensed consolidated balance sheet as of January 1, 2018 (in thousands):

	As Reported			Adjustments			Adjusted
	December 31, 2017			ASC 606 Adoption			January 1, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	321,262		$	—		$	321,262
Restricted cash	714			—			714
Accounts receivable billed, net	642,985			—			642,985
Accounts receivable unbilled	373,003			(152,644		)	220,359
Contract assets	—			94,567			94,567
Prepaid expenses and other current assets	84,215			19,452			103,667
Total current assets	1,422,179			(38,625		)	1,383,554
Property and equipment, net	180,412			—			180,412
Goodwill	4,292,571			—			4,292,571
Intangible assets, net	1,286,050			—			1,286,050
Deferred income tax assets	20,159			5,857			26,016
Other long-term assets	84,496			12,601			97,097
Total assets	$	7,285,867		$	(20,167	)	$	7,265,700
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	58,575		$	—		$	58,575
Accrued liabilities	500,303			49,611			549,914
Contract liabilities	559,270			34,075			593,345
Current portion of capital lease obligations	16,414			—			16,414
Current portion of long-term debt	25,000			—			25,000
Total current liabilities	1,159,562			83,686			1,243,248
Capital lease obligations, non-current	20,376			—			20,376
Long-term debt, non-current	2,945,934			—			2,945,934
Deferred income tax liabilities	37,807			(8,355		)	29,452
Other long-term liabilities	99,609			3,317			102,926
Total liabilities	4,263,288			78,648			4,341,936
Shareholders' equity:
Preferred stock	—			—			—
Common stock	1,044			—			1,044
Additional paid-in capital	3,414,389			—			3,414,389
Accumulated other comprehensive loss, net of tax	(22,385		)	—			(22,385		)
Accumulated deficit	(370,469		)	(98,815		)	(469,284		)
Total shareholders' equity	3,022,579			(98,815		)	2,923,764
Total liabilities and shareholders' equity	$	7,285,867		$	(20,167	)	$	7,265,700

The following table compares the reported unaudited condensed consolidated statement of operations for the three months endedMarch 31, 2018 to the amounts as if the previous revenue recognition guidance remained in effect for the three months endedMarch 31, 2018 (in thousands, except per share amounts):

	Three Months Ended March 31, 2018
	ASC 606 As Reported			ASC 605 As Adjusted
Service revenue	$	1,057,196		$	760,058
Reimbursable out-of-pocket expenses	—			310,098
Total revenue	1,057,196			1,070,156
Direct costs (exclusive of depreciation and amortization)	532,057			536,888
Reimbursable out-of-pocket expenses	308,766			310,098
Selling, general, and administrative	99,259			99,716
Restructuring and other costs	13,707			13,707
Transaction and integration-related expenses	25,211			25,211
Depreciation	18,028			18,028
Amortization	49,993			49,993
Total operating expenses	1,047,021			1,053,641
Income from operations	10,175			16,515
Other expense, net:
Interest income	839			839
Interest expense	(31,736		)	(31,736		)
Loss on extinguishment of debt	(248		)	(248		)
Other expense, net	(12,554		)	(12,554		)
Total other expense, net	(43,699		)	(43,699		)
Loss before provision for income taxes	(33,524		)	(27,184		)
Income tax benefit	8,972			8,177
Net loss	$	(24,552	)	$	(19,007	)
Loss per share attributable to common shareholders:
Basic	$	(0.24	)	$	(0.18	)
Diluted	$	(0.24	)	$	(0.18	)
Weighted average common shares outstanding:
Basic	104,449			104,449
Diluted	104,449			104,449

The following table compares the reported unaudited condensed consolidated balance sheets as of March 31, 2018 to the amounts as if the previous revenue recognition guidance remained in effect as of March 31, 2018 (in thousands):

	March 31, 2018
	ASC 606 As Reported			ASC 605 As Adjusted
ASSETS
Current assets:
Cash and cash equivalents	$	186,719		$	186,719
Restricted cash	2,236			2,236
Accounts receivable billed, net	600,796			600,796
Accounts receivable unbilled	392,536			578,043
Contract assets	111,934			—
Prepaid expenses and other current assets	94,291			72,981
Total current assets	1,388,512			1,440,775
Property and equipment, net	173,051			173,051
Goodwill	4,306,244			4,306,244
Intangible assets, net	1,241,709			1,241,709
Deferred income tax assets	27,709			21,617
Other long-term assets	104,679			92,402
Total assets	$	7,241,904		$	7,275,798
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	69,500		$	69,500
Accrued liabilities	518,383			466,185
Contract liabilities	643,338			617,236
Current portion of capital lease obligations	15,889			15,889
Current portion of long-term debt	31,250			31,250
Total current liabilities	1,278,360			1,200,060
Capital lease obligations, non-current	15,607			15,607
Long-term debt, non-current	2,908,366			2,908,366
Deferred income tax liabilities	22,265			31,536
Other long-term liabilities	110,047			106,500
Total liabilities	4,334,645			4,262,069
Shareholders' equity:
Preferred stock	—			—
Common stock	1,038			1,038
Additional paid-in capital	3,394,586			3,394,586
Accumulated other comprehensive income, net of tax	15,822			17,932
Accumulated deficit	(504,187		)	(399,827		)
Total shareholders' equity	2,907,259			3,013,729
Total liabilities and shareholders' equity	$	7,241,904		$	7,275,798

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Segment Information (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Schedule of Segment Information

Information about reportable segment operating results is as follows (in thousands):

	Three Months Ended March 31,
	2018		2017
Revenue:
Clinical Solutions service revenue	$	786,839	$	249,497
Commercial Solutions service revenue	270,357		2,581
Total segment service revenue	1,057,196		252,078
Reimbursable out-of-pocket expenses not allocated to segments	—		129,840
Total consolidated revenue	$	1,057,196	$	381,918
Segment direct costs:
Clinical Solutions	$	353,893	$	149,887
Commercial Solutions	174,412		2,235
Total segment direct costs	528,305		152,122
Reimbursable out-of-pocket expenses:
Clinical Solutions	$	261,478	$	—
Commercial Solutions	47,288		—
Total segment reimbursable out-of-pocket expenses	308,766		—
Segment selling, general, and administrative expenses:
Clinical Solutions	$	65,946	$	36,790
Commercial Solutions	19,518		—
Total segment selling, general, and administrative expenses	85,464		36,790
Segment operating income:
Clinical Solutions	$	105,522	$	62,820
Commercial Solutions	29,139		346
Total segment operating income	134,661		63,166
Operating expenses not allocated to segments:
Reimbursable out-of-pocket expenses not allocated to segments	$	—	$	129,840
Corporate selling, general, and administrative expenses not allocated to segments	9,759		5,038
Share-based compensation included in direct costs not allocated to segments	3,752		2,713
Share-based compensation included in selling, general, and administrative expenses not allocated to segments	4,036		3,106
Restructuring and other costs	13,707		1,927
Transaction and integration-related expenses	25,211		2
Depreciation and amortization	68,021		15,628
Total consolidated income from operations	$	10,175	$	34,752

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Operations by Geographic Location (Tables)

3 Months Ended

Mar. 31, 2018

Segment Reporting [Abstract]

Total Revenue by Geographic Area

The following table summarizes information about revenue by geographic area (in thousands and with all intercompany transactions eliminated):

	Three Months Ended March 31,
	2018		2017
Revenue:
North America (a)	$	731,766	$	142,759
Europe, Middle East, and Africa	228,837		80,012
Asia-Pacific	77,980		20,209
Latin America	18,613		9,098
Total service revenue	1,057,196		252,078
Reimbursable-out-of-pocket expenses	—		129,840
Total revenue	$	1,057,196	$	381,918

(a)Service revenue for the North America region includes revenue attributable to the United States of $696.4 million and $136.3 million, or 65.9% and 54.1% of service revenue, for the three months endedMarch 31, 2018 and March 31, 2017, respectively. No other country represented more than 10% of service revenue for any period.

Long-Lived Assets by Geographic Area

Long-lived assets by geographic area for each period were as follows (in thousands and all intercompany transactions have been eliminated):

	March 31, 2018		December 31, 2017
Property and equipment, net:
North America (a)	$	127,171	$	136,101
Europe, Middle East and Africa	27,733		25,517
Asia-Pacific	13,879		14,700
Latin America	4,268		4,094
Total property and equipment, net	$	173,051	$	180,412

^(a) Long-lived assets for the North America region include property and equipment, net attributable to the United States of $120.4 million and $128.5 million as of March 31, 2018 and December 31, 2017, respectively.

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Basis of Presentation and Changes in Significant Accounting Policies - Narrative (Details) $ in Millions		3 Months Ended
	Jan. 01, 2018 USD ($)	Mar. 31, 2018 segment
Accounting Policies [Abstract]
Number of reportable segments | segment		2
AOCI Attributable to Parent [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reclassification of income tax benefit due to adoption of ASU 2018-02	$ 3.9
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Reclassification of income tax benefit due to adoption of ASU 2018-02	$ (3.9)

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Basis of Presentation and Changes in Significant Accounting Policies - Reconciliation of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Cash and cash equivalents	$ 186,719	$ 321,262	$ 321,262
Restricted cash	2,236	$ 714	714
Total cash and cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$ 188,955		$ 321,976	$ 165,040	$ 103,078

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Financial Statement Details - Net Cash Pool Position (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Gross cash position	$ 145,210	$ 195,376
Less: cash borrowings	(128,578)	(88,226)
Net cash position	$ 16,632	$ 107,150

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Financial Statement Details - Billed Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Receivables [Abstract]
Accounts receivable billed	$ 610,333		$ 652,061
Allowance for doubtful accounts	(9,537)		(9,076)
Accounts receivable billed, net	$ 600,796	$ 642,985	$ 642,985

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Financial Statement Details - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Trade receivables sold	$ 45.4
Proceeds from sale of trade receivables	$ 45.2

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Financial Statement Details - Schedule of Goodwill (Details)	3 Months Ended
	Mar. 31, 2018 USD ($)
Goodwill [Roll Forward]
Gross carrying amount, beginning balance	$ 4,308,737,000
Accumulated impairment losses, beginning balance	(16,166,000)
Goodwill net of accumulated impairment losses, beginning balance	4,292,571,000
Business combinations	(4,214,000)
Impact of foreign currency translation	17,887,000
Gross carrying amount, ending balance	4,322,410,000
Accumulated impairment losses, ending balance	(16,166,000)
Goodwill net of accumulated impairment losses, ending balance	4,306,244,000
Impairment of goodwill	0
Clinical Solutions
Goodwill [Roll Forward]
Gross carrying amount, beginning balance	2,808,975,000
Accumulated impairment losses, beginning balance	(8,142,000)
Goodwill net of accumulated impairment losses, beginning balance	2,800,833,000
Business combinations	(2,529,000)
Impact of foreign currency translation	11,927,000
Gross carrying amount, ending balance	2,818,373,000
Accumulated impairment losses, ending balance	(8,142,000)
Goodwill net of accumulated impairment losses, ending balance	2,810,231,000
Commercial Solutions
Goodwill [Roll Forward]
Gross carrying amount, beginning balance	1,499,762,000
Accumulated impairment losses, beginning balance	(8,024,000)
Goodwill net of accumulated impairment losses, beginning balance	1,491,738,000
Business combinations	(1,685,000)
Impact of foreign currency translation	5,960,000
Gross carrying amount, ending balance	1,504,037,000
Accumulated impairment losses, ending balance	(8,024,000)
Goodwill net of accumulated impairment losses, ending balance	$ 1,496,013,000

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Financial Statement Details - Accumulated Other Comprehensive Income (Loss), Net of Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Foreign currency translation adjustments, net of tax	$ 14,003		$ (23,514)
Unrealized gains on derivative instruments, net of tax	1,819		1,129
Accumulated other comprehensive income (loss), net of tax	$ 15,822	$ (22,385)	$ (22,385)

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Financial Statement Details - Summary of Changes of Reclassification out of AOCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	$ 3,022,579
Other comprehensive gain before reclassifications	34,634
Amount of gain reclassified from accumulated other comprehensive income (loss) into the statements of operations	(277)
Net current period other comprehensive gain, net of tax	34,357	$ 4,996
Balance at end of period	2,907,259
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(22,385)
Balance at January 1, 2018			$ (18,535)
Balance at end of period	15,822
Unrealized gain on derivative instruments, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	1,129
Balance at January 1, 2018			1,385
Other comprehensive gain before reclassifications	711	193
Amount of gain reclassified from accumulated other comprehensive income (loss) into the statements of operations	(277)	(43)
Net current period other comprehensive gain, net of tax	434	150
Balance at end of period	1,819
Foreign currency translation adjustments, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Balance at beginning of period	(23,514)
Balance at January 1, 2018			(19,920)
Other comprehensive gain before reclassifications	33,923
Amount of gain reclassified from accumulated other comprehensive income (loss) into the statements of operations	0
Net current period other comprehensive gain, net of tax	33,923	$ 4,846
Balance at end of period	$ 14,003
ASU 2018-02
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of income tax benefit due to adoption of ASU 2018-02			3,850
ASU 2018-02 | Unrealized gain on derivative instruments, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of income tax benefit due to adoption of ASU 2018-02			256
ASU 2018-02 | Foreign currency translation adjustments, net of tax
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Reclassification of income tax benefit due to adoption of ASU 2018-02			$ 3,594

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Financial Statement Details - Tax Effects Allocated to Each Component of OCI (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized gains arising during period, Net-of-Tax Amount	$ 34,634
Reclassification adjustment of realized gains to net income, Net-of-Tax Amount	(277)
Other comprehensive income, Before-Tax Amount	37,225	$ 5,083
Other comprehensive income, Tax (Expense) or Benefit	(2,868)	(87)
Net current period other comprehensive gain, net of tax	34,357	4,996
Foreign currency translation adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized gains arising during period, Net-of-Tax Amount	33,923
Reclassification adjustment of realized gains to net income, Net-of-Tax Amount	0
Other comprehensive income, Before-Tax Amount	36,791	4,846
Other comprehensive income, Tax (Expense) or Benefit	(2,868)	0
Net current period other comprehensive gain, net of tax	33,923	4,846
Unrealized (loss) gain on derivative instruments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Unrealized gains arising during period, Before-Tax Amount	711	305
Unrealized gains arising during period, Tax (Expense) or Benefit	0	(112)
Unrealized gains arising during period, Net-of-Tax Amount	711	193
Reclassification adjustment of realized gains to net income, Before-Tax-Amount	(277)	(68)
Reclassification adjustment of realized gains to net income, Tax (Expense) or Benefit	0	25
Reclassification adjustment of realized gains to net income, Net-of-Tax Amount	(277)	(43)
Other comprehensive income, Before-Tax Amount	434	237
Other comprehensive income, Tax (Expense) or Benefit	0	(87)
Net current period other comprehensive gain, net of tax	$ 434	$ 150

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Financial Statement Details - Other Expense, Net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Other Income and Expenses [Abstract]
Net realized foreign currency loss	$ (5,517)	$ (670)
Net unrealized foreign currency loss	(6,364)	(2,707)
Other, net	(673)	(80)
Total other expense, net	$ (12,554)	$ (3,457)

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Business Combinations - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Aug. 01, 2017	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Business Acquisition [Line Items]
Goodwill		$ 4,306,244	$ 4,292,571	$ 4,292,571
Net effect of adjustments to the preliminary fair value of acquired assets and assumed liabilities		(4,214)
Clinical Solutions
Business Acquisition [Line Items]
Goodwill		2,810,231		2,800,833
Net effect of adjustments to the preliminary fair value of acquired assets and assumed liabilities		(2,529)
Commercial Solutions
Business Acquisition [Line Items]
Goodwill		1,496,013		1,491,738
Net effect of adjustments to the preliminary fair value of acquired assets and assumed liabilities		(1,685)
InVentiv Merger
Business Acquisition [Line Items]
Business Combination, Consideration Transferred	$ 4,510,000
Merger-related expenses accounted separately from business combination		25,200
Goodwill		3,729,281
Net effect of adjustments to the preliminary fair value of acquired assets and assumed liabilities		4,200
InVentiv Merger | Clinical Solutions
Business Acquisition [Line Items]
Goodwill		2,240,000
InVentiv Merger | Commercial Solutions
Business Acquisition [Line Items]
Goodwill		1,490,000
InVentiv Merger | Contingent Tax-Sharing Obligation
Business Acquisition [Line Items]
Contingent tax-sharing obligation assumed through business combinations		$ 51,700		$ 50,500

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Business Combinations - Allocation of Consideration Transferred (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Liabilities assumed:
Goodwill	$ 4,306,244	$ 4,292,571	$ 4,292,571
InVentiv Merger
Assets acquired:
Cash and cash equivalents	57,338
Restricted cash	433
Accounts receivable	367,169
Unbilled accounts receivable	261,585
Other current assets	95,506
Property and equipment	113,674
Intangible assets	1,334,200
Other assets	50,052
Total assets acquired	2,279,957
Liabilities assumed:
Accounts payable	38,072
Accrued liabilities	306,649
Contract liabilities	247,474
Capital leases	40,928
Long-term debt, current and non-current	737,872
Deferred income taxes, net	11,382
Other liabilities	121,238
Total liabilities assumed	1,503,615
Total identifiable assets acquired, net	776,342
Goodwill	$ 3,729,281

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Business Combinations - Unaudited Pro Forma Financial Information (Details) - InVentiv Merger $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares
Business Acquisition [Line Items]
Pro forma total revenue | $	$ 1,064,963
Pro forma net income | $	$ 3,119
Pro forma income per share:
Basic (USD per share) | $ / shares	$ 0.03
Diluted (USD per share) | $ / shares	$ 0.03

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Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Assets:
Trading securities	$ 16,137	$ 16,318
Derivative instruments	2,601	2,179
Total assets	18,738	18,497
Liabilities:
Contingent tax-sharing obligations assumed through business combinations	51,674	50,480
Total liabilities	51,674	50,480
Level 1
Assets:
Trading securities	16,137	16,318
Derivative instruments	0	0
Total assets	16,137	16,318
Liabilities:
Contingent tax-sharing obligations assumed through business combinations	0	0
Total liabilities	0	0
Level 2
Assets:
Trading securities	0	0
Derivative instruments	2,601	2,179
Total assets	2,601	2,179
Liabilities:
Contingent tax-sharing obligations assumed through business combinations	0	0
Total liabilities	0	0
Level 3
Assets:
Trading securities	0	0
Derivative instruments	0	0
Total assets	0	0
Liabilities:
Contingent tax-sharing obligations assumed through business combinations	51,674	50,480
Total liabilities	$ 51,674	$ 50,480

XML

Fair Value Measurements - Reconciliation of Changes in the Carrying Amount of Contingent Tax Sharing Obligations (Details) - Contingent Tax-Sharing Obligation $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at December 31, 2017	$ 50,480
Changes in fair value recognized in earnings	1,194
Payments	0
Balance at March 31, 2018	$ 51,674

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Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill and identifiable intangible assets	$ 5,550	$ 5,580

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Fair Value Measurements - Schedule of Estimated Fair Value (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium) | Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Interest rate	7.50%
Level 2 | Carrying Value | Term Loan A due August 2022 | Secured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, carrying value	$ 993,750	$ 1,000,000
Level 2 | Carrying Value | Term Loan B due August 2024 (net of original issue debt discount) | Secured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, carrying value	1,523,261	1,548,149
Level 2 | Carrying Value | 7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium) | Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, carrying value	442,092	443,507
Level 2 | Estimated Fair Value | Term Loan A due August 2022 | Secured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	993,750	1,000,000
Level 2 | Estimated Fair Value | Term Loan B due August 2024 (net of original issue debt discount) | Secured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	1,525,000	1,550,000
Level 2 | Estimated Fair Value | 7.5% Senior Unsecured Notes due 2024 (inclusive of unamortized premium) | Unsecured Debt
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, fair value	$ 433,225	$ 433,729

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Restructuring and Other Costs - Narrative (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Employee Severance Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	$ 0.2
Facility Closure and Lease Termination Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	0.8
Other Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	0.1
Consulting Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	1.7
InVentiv Merger | Employee Severance Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	8.4
InVentiv Merger | Facility Closure and Lease Termination Costs
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	2.2
InVentiv Merger | Other Restructuring
Restructuring Cost and Reserve [Line Items]
Restructuring charges incurred	$ 0.3

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Restructuring and Other Costs - Schedule of Restructuring and Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Restructuring Reserve
Expenses incurred	$ 13,707	$ 1,927
Other Costs
Restructuring Reserve
Other restructuring expenses, non-cash	2,000
Business Restructuring Reserves
Restructuring Reserve
Balance at beginning of period	16,793
Expenses incurred	11,676
Cash payments made	(12,891)
Balance at end of period	15,578
Business Restructuring Reserves | Employee Severance Costs, Including Executive Transition Costs
Restructuring Reserve
Balance at beginning of period	8,858
Expenses incurred	8,572
Cash payments made	(9,511)
Balance at end of period	7,919
Business Restructuring Reserves | Facility Closure and Lease Termination Costs
Restructuring Reserve
Balance at beginning of period	7,411
Expenses incurred	1,303
Cash payments made	(1,697)
Balance at end of period	7,017
Business Restructuring Reserves | Other Costs
Restructuring Reserve
Balance at beginning of period	524
Expenses incurred	1,801
Cash payments made	(1,683)
Balance at end of period	$ 642

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Shareholders' Equity - Narrative (Details) - USD ($)	1 Months Ended
	Mar. 31, 2018	Feb. 26, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Stock repurchase program, authorized amount		$ 250,000,000.0
Common stock par value (USD per share)	$ 0.01	$ 0.01	$ 0.01
Common Stock
Class of Stock [Line Items]
Stock repurchased (in shares)	948,100
Stock repurchased, average price per share (USD per share)	$ 39.55
Stock repurchased, total purchase price	$ 37,500,000
Stock repurchase program, remaining authorization to repurchase	$ 212,500,000

XML

Share-Based Compensation - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2018 $ / shares shares
Number of Shares
Non-vested at beginning of period (in shares) | shares	907,580
Granted (in shares) | shares	1,798,554
Vested (in shares) | shares	(172,277)
Forfeited (in shares) | shares	(4,387)
Non-vested at end of period (in shares) | shares	2,529,470
Weighted Average Grant Date Fair Value
Non-vested at beginning of period (USD per share) | $ / shares	$ 49.30
Granted (USD per share) | $ / shares	38.22
Vested (USD per share) | $ / shares	49.39
Forfeited (USD per share) | $ / shares	39.68
Non-vested at end of period (USD per share) | $ / shares	$ 41.44

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Share-Based Compensation - Narrative (Details) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2018 tranche shares	Mar. 31, 2018 USD ($) shares
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation expense related to unvested RSUs | $		$ 91.7
Weighted average period for recognition		2 years 7 months 6 days
Number of shares granted (in shares)		1,798,554
Performance-Based RSU Awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares granted (in shares)	185,432
Vesting period	3 years
Number of equal tranches | tranche	3
Performance-Based RSU Awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	0.00%
Performance-Based RSU Awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting rights, percentage	150.00%

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Share-Based Compensation - Summary of Share-Based Compensation Expense Recognized in Statements of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation expense	$ 7,879	$ 5,819
Direct costs
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation expense	3,752	2,713
Selling, general, and administrative expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation expense	4,036	3,106
Restructuring and other costs
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Total share-based compensation expense	$ 91	$ 0

XML

Earnings Per Share - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Numerator:
Net (loss) income	$ (24,552)	$ 21,187
Denominator:
Basic weighted average common shares outstanding (in shares)	104,449	54,015
Effect of dilutive securities:
Stock options and other awards under deferred share-based compensation programs (in shares)	0	1,108
Diluted weighted average common shares outstanding (in shares)	104,449	55,123
(Loss) earnings per share:
Basic (USD per share)	$ (0.24)	$ 0.39
Diluted (USD per share)	$ (0.24)	$ 0.38

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Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings (Loss) Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common stock equivalents excluded from diluted earnings per share computation (in shares)	1,995	908
Stock-Based Compensation Plans
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common stock equivalents excluded from diluted earnings per share computation (in shares)	1,097	908
Stock-Based Compensation Plans | Antidilutive Securities Excluded Due to Reporting of Net Loss During the Period
Antidilutive Securities Excluded from Computation of Earnings Per Share
Total common stock equivalents excluded from diluted earnings per share computation (in shares)	898	0

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Income Taxes - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ (8,972)	$ 7,120
Effective tax rate	26.80%	25.20%
Unrecognized tax benefits	$ 42,400		$ 43,700
Unrecognized tax benefits, decrease due to lapse in statute of limitations	$ 1,300

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Revenue from Contracts with Customers - Capitalized Costs and Related Amortization (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Revenue from Contract with Customer [Abstract]
Capitalized costs incurred to obtain or fulfill contracts with customers	$ 20,973
Amortization of capitalized costs	$ 3,134

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Revenue from Contracts with Customers - Additional Information (Details) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract termination notice period	30 days
Unsatisfied performance obligations under contracts with a contract term greater than one year	$ 4,860
Minimum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract term	1 year
Maximum
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Contract term	5 years

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Revenue from Contracts with Customers - Adjustments to Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 186,719	$ 321,262	$ 321,262
Restricted cash	2,236	714	714
Accounts receivable billed, net	600,796	642,985	642,985
Accounts receivable unbilled	392,536	220,359	373,003
Contract assets	111,934	94,567	0
Prepaid expenses and other current assets	94,291	103,667	84,215
Total current assets	1,388,512	1,383,554	1,422,179
Property and equipment, net	173,051	180,412	180,412
Goodwill	4,306,244	4,292,571	4,292,571
Intangible assets, net	1,241,709	1,286,050	1,286,050
Deferred income tax assets	27,709	26,016	20,159
Other long-term assets	104,679	97,097	84,496
Total assets	7,241,904	7,265,700	7,285,867
Current liabilities:
Accounts payable	69,500	58,575	58,575
Accrued liabilities	518,383	549,914	500,303
Contract liabilities	643,338	593,345	559,270
Current portion of capital lease obligations	15,889	16,414	16,414
Current portion of long-term debt	31,250	25,000	25,000
Total current liabilities	1,278,360	1,243,248	1,159,562
Capital lease obligations, non-current	15,607	20,376	20,376
Long-term debt, non-current	2,908,366	2,945,934	2,945,934
Deferred income tax liabilities	22,265	29,452	37,807
Other long-term liabilities	110,047	102,926	99,609
Total liabilities	4,334,645	4,341,936	4,263,288
Shareholders' equity:
Preferred stock	0	0	0
Common stock	1,038	1,044	1,044
Additional paid-in capital	3,394,586	3,414,389	3,414,389
Accumulated other comprehensive income (loss), net of tax	15,822	(22,385)	(22,385)
Accumulated deficit	(504,187)	(469,284)	(370,469)
Total shareholders' equity	2,907,259	2,923,764	3,022,579
Total liabilities and shareholders' equity	7,241,904	7,265,700	7,285,867
As Reported
Current assets:
Cash and cash equivalents	186,719		321,262
Restricted cash	2,236		714
Accounts receivable billed, net	600,796		642,985
Accounts receivable unbilled	578,043		373,003
Contract assets	0		0
Prepaid expenses and other current assets	72,981		84,215
Total current assets	1,440,775		1,422,179
Property and equipment, net	173,051		180,412
Goodwill	4,306,244		4,292,571
Intangible assets, net	1,241,709		1,286,050
Deferred income tax assets	21,617		20,159
Other long-term assets	92,402		84,496
Total assets	7,275,798		7,285,867
Current liabilities:
Accounts payable	69,500		58,575
Accrued liabilities	466,185		500,303
Contract liabilities	617,236		559,270
Current portion of capital lease obligations	15,889		16,414
Current portion of long-term debt	31,250		25,000
Total current liabilities	1,200,060		1,159,562
Capital lease obligations, non-current	15,607		20,376
Long-term debt, non-current	2,908,366		2,945,934
Deferred income tax liabilities	31,536		37,807
Other long-term liabilities	106,500		99,609
Total liabilities	4,262,069		4,263,288
Shareholders' equity:
Preferred stock	0		0
Common stock	1,038		1,044
Additional paid-in capital	3,394,586		3,414,389
Accumulated other comprehensive income (loss), net of tax	17,932		(22,385)
Accumulated deficit	(399,827)		(370,469)
Total shareholders' equity	3,013,729		3,022,579
Total liabilities and shareholders' equity	$ 7,275,798		$ 7,285,867
Adjustments | ASU 2014-09
Current assets:
Cash and cash equivalents		0
Restricted cash		0
Accounts receivable billed, net		0
Accounts receivable unbilled		(152,644)
Contract assets		94,567
Prepaid expenses and other current assets		19,452
Total current assets		(38,625)
Property and equipment, net		0
Goodwill		0
Intangible assets, net		0
Deferred income tax assets		5,857
Other long-term assets		12,601
Total assets		(20,167)
Current liabilities:
Accounts payable		0
Accrued liabilities		49,611
Contract liabilities		34,075
Current portion of capital lease obligations		0
Current portion of long-term debt		0
Total current liabilities		83,686
Capital lease obligations, non-current		0
Long-term debt, non-current		0
Deferred income tax liabilities		(8,355)
Other long-term liabilities		3,317
Total liabilities		78,648
Shareholders' equity:
Preferred stock		0
Common stock		0
Additional paid-in capital		0
Accumulated other comprehensive income (loss), net of tax		0
Accumulated deficit		(98,815)
Total shareholders' equity		(98,815)
Total liabilities and shareholders' equity		$ (20,167)

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Revenue from Contracts with Customers - Condensed Consolidated Statement of Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Service revenue	$ 1,057,196	$ 252,078
Reimbursable out-of-pocket expenses	0	129,840
Total revenue	1,057,196	381,918
Direct costs (exclusive of depreciation and amortization)	532,057	154,835
Reimbursable out-of-pocket expenses	308,766	129,840
Selling, general, and administrative	99,259	44,934
Restructuring and other costs	13,707	1,927
Transaction and integration-related expenses	25,211	2
Depreciation	18,028	6,164
Amortization	49,993	9,464
Total operating expenses	1,047,021	347,166
Income from operations	10,175	34,752
Other expense, net:
Interest income	839	112
Interest expense	(31,736)	(3,100)
Loss on extinguishment of debt	(248)	0
Other expense, net	(12,554)	(3,457)
Total other expense, net	(43,699)	(6,445)
(Loss) income before provision for income taxes	(33,524)	28,307
Income tax benefit	8,972	(7,120)
Net (loss) income	$ (24,552)	$ 21,187
Loss per share attributable to common shareholders:
Basic (USD per share)	$ (0.24)	$ 0.39
Diluted (USD per share)	$ (0.24)	$ 0.38
Weighted average common shares outstanding:
Basic (in shares)	104,449	54,015
Diluted (in shares)	104,449	55,123
ASC 605 As Adjusted
Revenue, Initial Application Period Cumulative Effect Transition [Line Items]
Service revenue	$ 760,058
Reimbursable out-of-pocket expenses	310,098
Total revenue	1,070,156
Direct costs (exclusive of depreciation and amortization)	536,888
Reimbursable out-of-pocket expenses	310,098
Selling, general, and administrative	99,716
Restructuring and other costs	13,707
Transaction and integration-related expenses	25,211
Depreciation	18,028
Amortization	49,993
Total operating expenses	1,053,641
Income from operations	16,515
Other expense, net:
Interest income	839
Interest expense	(31,736)
Loss on extinguishment of debt	(248)
Other expense, net	(12,554)
Total other expense, net	(43,699)
(Loss) income before provision for income taxes	(27,184)
Income tax benefit	8,177
Net (loss) income	$ (19,007)
Loss per share attributable to common shareholders:
Basic (USD per share)	$ (0.18)
Diluted (USD per share)	$ (0.18)
Weighted average common shares outstanding:
Basic (in shares)	104,449
Diluted (in shares)	104,449

XML

Revenue from Contracts with Customers - Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 186,719	$ 321,262	$ 321,262
Restricted cash	2,236	714	714
Accounts receivable billed, net	600,796	642,985	642,985
Accounts receivable unbilled	392,536	220,359	373,003
Contract assets	111,934	94,567	0
Prepaid expenses and other current assets	94,291	103,667	84,215
Total current assets	1,388,512	1,383,554	1,422,179
Property and equipment, net	173,051	180,412	180,412
Goodwill	4,306,244	4,292,571	4,292,571
Intangible assets, net	1,241,709	1,286,050	1,286,050
Deferred income tax assets	27,709	26,016	20,159
Other long-term assets	104,679	97,097	84,496
Total assets	7,241,904	7,265,700	7,285,867
Current liabilities:
Accounts payable	69,500	58,575	58,575
Accrued liabilities	518,383	549,914	500,303
Contract liabilities	643,338	593,345	559,270
Current portion of capital lease obligations	15,889	16,414	16,414
Current portion of long-term debt	31,250	25,000	25,000
Total current liabilities	1,278,360	1,243,248	1,159,562
Capital lease obligations, non-current	15,607	20,376	20,376
Long-term debt, non-current	2,908,366	2,945,934	2,945,934
Deferred income tax liabilities	22,265	29,452	37,807
Other long-term liabilities	110,047	102,926	99,609
Total liabilities	4,334,645	4,341,936	4,263,288
Shareholders' equity:
Preferred stock	0	0	0
Common stock	1,038	1,044	1,044
Additional paid-in capital	3,394,586	3,414,389	3,414,389
Accumulated other comprehensive income (loss), net of tax	15,822	(22,385)	(22,385)
Accumulated deficit	(504,187)	(469,284)	(370,469)
Total shareholders' equity	2,907,259	2,923,764	3,022,579
Total liabilities and shareholders' equity	7,241,904	$ 7,265,700	7,285,867
ASC 605 As Adjusted
Current assets:
Cash and cash equivalents	186,719		321,262
Restricted cash	2,236		714
Accounts receivable billed, net	600,796		642,985
Accounts receivable unbilled	578,043		373,003
Contract assets	0		0
Prepaid expenses and other current assets	72,981		84,215
Total current assets	1,440,775		1,422,179
Property and equipment, net	173,051		180,412
Goodwill	4,306,244		4,292,571
Intangible assets, net	1,241,709		1,286,050
Deferred income tax assets	21,617		20,159
Other long-term assets	92,402		84,496
Total assets	7,275,798		7,285,867
Current liabilities:
Accounts payable	69,500		58,575
Accrued liabilities	466,185		500,303
Contract liabilities	617,236		559,270
Current portion of capital lease obligations	15,889		16,414
Current portion of long-term debt	31,250		25,000
Total current liabilities	1,200,060		1,159,562
Capital lease obligations, non-current	15,607		20,376
Long-term debt, non-current	2,908,366		2,945,934
Deferred income tax liabilities	31,536		37,807
Other long-term liabilities	106,500		99,609
Total liabilities	4,262,069		4,263,288
Shareholders' equity:
Preferred stock	0		0
Common stock	1,038		1,044
Additional paid-in capital	3,394,586		3,414,389
Accumulated other comprehensive income (loss), net of tax	17,932		(22,385)
Accumulated deficit	(399,827)		(370,469)
Total shareholders' equity	3,013,729		3,022,579
Total liabilities and shareholders' equity	$ 7,275,798		$ 7,285,867

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Segment Information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($) segment	Mar. 31, 2017 USD ($)
Segment Reporting [Abstract]
Number of reportable segments | segment	2
Segment Reporting Information [Line Items]
Total segment service revenue	$ 1,057,196	$ 252,078
Reimbursable out-of-pocket expenses not allocated to segments	0	129,840
Total consolidated revenue	1,057,196	381,918
Total segment direct costs	532,057	154,835
Reimbursable out-of-pocket expenses	308,766	129,840
Selling, general, and administrative expenses	99,259	44,934
Operating income	10,175	34,752
Share-based compensation expense	7,879	5,819
Restructuring and other costs	13,707	1,927
Transaction and integration-related expenses	25,211	2
Direct costs
Segment Reporting Information [Line Items]
Share-based compensation expense	3,752	2,713
Selling, general, and administrative expenses
Segment Reporting Information [Line Items]
Share-based compensation expense	4,036	3,106
Operating Segments
Segment Reporting Information [Line Items]
Total segment service revenue	1,057,196	252,078
Total segment direct costs	528,305	152,122
Reimbursable out-of-pocket expenses	308,766	0
Selling, general, and administrative expenses	85,464	36,790
Operating income	134,661	63,166
Corporate
Segment Reporting Information [Line Items]
Reimbursable out-of-pocket expenses not allocated to segments	0	129,840
Reimbursable out-of-pocket expenses	0	129,840
Selling, general, and administrative expenses	9,759	5,038
Restructuring and other costs	13,707	1,927
Transaction and integration-related expenses	25,211	2
Depreciation and amortization	68,021	15,628
Corporate | Direct costs
Segment Reporting Information [Line Items]
Share-based compensation expense	3,752	2,713
Corporate | Selling, general, and administrative expenses
Segment Reporting Information [Line Items]
Share-based compensation expense	4,036	3,106
Clinical Solutions | Operating Segments
Segment Reporting Information [Line Items]
Total segment service revenue	786,839	249,497
Total segment direct costs	353,893	149,887
Reimbursable out-of-pocket expenses	261,478	0
Selling, general, and administrative expenses	65,946	36,790
Operating income	105,522	62,820
Commercial Solutions | Operating Segments
Segment Reporting Information [Line Items]
Total segment service revenue	270,357	2,581
Total segment direct costs	174,412	2,235
Reimbursable out-of-pocket expenses	47,288	0
Selling, general, and administrative expenses	19,518	0
Operating income	$ 29,139	$ 346

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Operations by Geographic Location - Total Revenue by Geographic Area (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues by Geographic Location
Total service revenue	$ 1,057,196	$ 252,078
Reimbursable out-of-pocket expenses	0	129,840
Total revenue	1,057,196	381,918
North America
Revenues by Geographic Location
Total service revenue	731,766	142,759
United States
Revenues by Geographic Location
Total service revenue	$ 696,400	$ 136,300
United States | Geographic Concentration Risk | Net Service Revenue
Revenues by Geographic Location
Concentration risk percentage	65.90%	54.10%
Europe, Middle East, and Africa
Revenues by Geographic Location
Total service revenue	$ 228,837	$ 80,012
Asia-Pacific
Revenues by Geographic Location
Total service revenue	77,980	20,209
Latin America
Revenues by Geographic Location
Total service revenue	$ 18,613	$ 9,098

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Operations by Geographic Location - Long-Lived Assets by Geographic Area (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Jan. 01, 2018	Dec. 31, 2017
Long-Lived Assets by Geographic Location
Total property and equipment, net	$ 173,051	$ 180,412	$ 180,412
North America
Long-Lived Assets by Geographic Location
Total property and equipment, net	127,171		136,101
United States
Long-Lived Assets by Geographic Location
Total property and equipment, net	120,400		128,500
Europe, Middle East, and Africa
Long-Lived Assets by Geographic Location
Total property and equipment, net	27,733		25,517
Asia-Pacific
Long-Lived Assets by Geographic Location
Total property and equipment, net	13,879		14,700
Latin America
Long-Lived Assets by Geographic Location
Total property and equipment, net	$ 4,268		$ 4,094

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Concentration of Credit Risk - Concentration of Cash Balances (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Jan. 01, 2018
Concentration Risk [Line Items]
Cash and cash equivalents	$ 186,719	$ 321,262	$ 321,262
Geographic Concentration Risk | Cash and Cash Equivalents | Non-US
Concentration Risk [Line Items]
Cash and cash equivalents	$ 62,100	$ 192,000
Concentration risk percentage	33.00%	60.00%
Customer Concentration Risk | Total consolidated service revenue
Concentration Risk [Line Items]
Concentration risk percentage	11.00%
Customer Concentration Risk | Accounts Receivable
Concentration Risk [Line Items]
Concentration risk percentage	13.00%	13.00%

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Related-Party Transactions (Details) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Related Party Transaction [Line Items]
Related party transactions		$ 0
Affiliated Entity
Related Party Transaction [Line Items]
Incurred professional services costs, related party	$ 200,000
Revenue from related parties	$ 0

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Commitments and Contingencies - Narrative (Details) $ in Thousands		1 Months Ended
	Oct. 31, 2013 USD ($) subsidiary	Jan. 31, 2015 USD ($)	Dec. 31, 2013 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
Loss Contingencies [Line Items]
Self-insurance reserves				$ 20,800	$ 16,600
Arbitration Claim Under Master Services Agreement
Loss Contingencies [Line Items]
Number of subsidiaries | subsidiary	2
Arbitration Claim Under Master Services Agreement | Minimum
Loss Contingencies [Line Items]
Damages sought	$ 50,000
Arbitration Claim Under Master Services Agreement, Counterclaim for Damages | Minimum
Loss Contingencies [Line Items]
Damages sought		$ 2,000	$ 2,000
Arbitration Claim Under Master Services Agreement, Counterclaim for Other Equitable Remedies | Minimum
Loss Contingencies [Line Items]
Damages sought		$ 20,000
Recurring
Loss Contingencies [Line Items]
Contingent tax-sharing obligations assumed through business combinations				$ 51,674	$ 50,480

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Subsequent Events (Details) - Secured Debt - Subsequent Event $ in Millions	May 04, 2018 USD ($)
Repricing Amendment, Term A Loan
Subsequent Event [Line Items]
Principal outstanding	$ 987.5
Repricing Amendment, Term A Loan | ABR
Subsequent Event [Line Items]
Decrease to margin spread	0.25%
Repricing Amendment, Term A Loan | ABR | Minimum
Subsequent Event [Line Items]
Margin spread	0.25%
Repricing Amendment, Term A Loan | ABR | Maximum
Subsequent Event [Line Items]
Margin spread	0.50%
Repricing Amendment, Term A Loan | Eurocurrency Rate
Subsequent Event [Line Items]
Decrease to margin spread	0.25%
Repricing Amendment, Term A Loan | Eurocurrency Rate | Minimum
Subsequent Event [Line Items]
Margin spread	1.25%
Repricing Amendment, Term A Loan | Eurocurrency Rate | Maximum
Subsequent Event [Line Items]
Margin spread	1.50%
Repricing Amendment, Term B Loan
Subsequent Event [Line Items]
Period from closing date in which prepayment premium is required for a repricing transaction	6 months
Principal outstanding	$ 1,530.0
Repricing Amendment, Term B Loan | ABR
Subsequent Event [Line Items]
Decrease to margin spread	0.25%
Repricing Amendment, Term B Loan | ABR | Minimum
Subsequent Event [Line Items]
Margin spread	0.75%
Repricing Amendment, Term B Loan | ABR | Maximum
Subsequent Event [Line Items]
Margin spread	1.00%
Repricing Amendment, Term B Loan | Eurocurrency Rate
Subsequent Event [Line Items]
Decrease to margin spread	0.25%
Secured leverage ratio minimum when higher rate applies	2.75
Repricing Amendment, Term B Loan | Eurocurrency Rate | Minimum
Subsequent Event [Line Items]
Margin spread	1.75%
Repricing Amendment, Term B Loan | Eurocurrency Rate | Maximum
Subsequent Event [Line Items]
Margin spread	2.00%