PRAH PRA Health Sciences Inc

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TABLE OF CONTENTS

As filed with the Securities and Exchange Commission on March 2, 2016

Registration No. 333-

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

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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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PRA Health Sciences, Inc.
(Exact name of registrant as specified in its charter)

4130 ParkLake Avenue Suite 400
Raleigh, North Carolina 27612
(919) 786-8200
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

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

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With a copy to:
Richard A. Fenyes, Esq.
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3954
(212) 455-2000

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Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

          If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    ý

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

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

          If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.    ý

          If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.    o

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

CALCULATION OF REGISTRATION FEE

(1)

There were 19,523,255 shares sold in the IPO. The closing price on June 30, 2015 was $36.33. That's a total of $709 million (barely over the threshold for a large accelerated filer). To be confirmed that all shares sold in the IPO were held by non-affiliates.

(1)

Omitted pursuant to General Instructions II.E of Form S-3. An indeterminate amount of shares of common stock is being registered as may from time to time be issued at indeterminate prices.

(2)

In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the registration fee. Registration fees will be paid subsequently on a "pay as you go" basis.

   

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PROSPECTUS

Common Stock

        Certain selling stockholders may offer and sell from time to time shares of our common stock.

The selling stockholders will determine when they sell shares of our common stock, which may be sold on a continuous or delayed basis directly, to or through agents, dealers or underwriters as designated from time to time, or through a combination of these methods. The selling stockholders reserve the sole right to accept, and they and any agents, dealers and underwriters reserve the right to reject, in whole or in part, any proposed purchase of shares of our common stock. If any agents, dealers or underwriters are involved in the sale of any shares of our common stock, the applicable prospectus supplement will set forth any applicable commissions or discounts payable to them. We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders.

Each time that any selling stockholders sell shares of our common stock using this prospectus, we or such selling stockholders will provide a prospectus supplement and attach it to this prospectus and may also provide you with a free writing prospectus. The prospectus supplement and any free writing prospectus will contain more specific information about the offering and the shares of our common stock being offered, including the names of the selling stockholders and the prices at which the shares of our common stock are sold. The prospectus supplement or free writing prospectus may also add, update, change or clarify information contained in or incorporated by reference into this prospectus. This prospectus may not be used to sell shares of our common stock unless accompanied by a prospectus supplement describing the method and terms of the offering.

You should carefully read this prospectus and any applicable prospectus supplement and free writing prospectus, together with any documents we incorporate by reference, before you invest in our common stock.

        Our common stock is listed on the Nasdaq Global Select Market under the symbol "PRAH".

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Investing in our common stock involves risks. You should carefully consider the risk factors referred to on page 2 of this prospectus, in any applicable prospectus supplement and in the documents incorporated or deemed incorporated by reference in this prospectus before investing in our common stock.

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

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The date of this prospectus is March 2, 2016.

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ABOUT THIS PROSPECTUS

        This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a "shelf" registration process. Under this shelf registration process, certain selling stockholders may, from time to time, offer and/or sell shares of our common stock in one or more offerings or resales. This prospectus provides you with a general description of the shares of our common stock that such selling stockholders may offer. Each time selling stockholders sell shares of our common stock using this prospectus, we or such selling stockholders will provide a prospectus supplement and attach it to this prospectus and may also provide you with a free writing prospectus. The prospectus supplement and any free writing prospectus will contain more specific information about the offering and the shares of our common stock being offered, including the names of the selling stockholders and the prices at which the shares of our common stock are sold. The prospectus supplement may also add, update, change or clarify information contained in or incorporated by reference into this prospectus. If there is any inconsistency between the information in this prospectus and the information in the prospectus supplement, you should rely on the information in the prospectus supplement.

        The rules of the SEC allow us to incorporate by reference information into this prospectus. This means that important information is contained in other documents that are considered to be a part of this prospectus. Additionally, information that we file later with the SEC will automatically update and supersede this information. You should carefully read both this prospectus and the applicable prospectus supplement together with the additional information that is incorporated or deemed incorporated by reference in this prospectus. See "Incorporation by Reference" before making an investment in our common stock. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of the documents referred to herein have been filed or will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part. The registration statement, including the exhibits and documents incorporated or deemed incorporated by reference in this prospectus, can be read on the SEC website or at the SEC offices mentioned under the heading "Where You Can Find More Information."

        THIS PROSPECTUS MAY NOT BE USED TO SELL ANY SHARES OF OUR COMMON STOCK UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

        Neither the delivery of this prospectus or any applicable prospectus supplement nor any sale made using this prospectus or any applicable prospectus supplement implies that there has been no change in our affairs or that the information in this prospectus or in any applicable prospectus supplement is correct as of any date after their respective dates. You should not assume that the information included in or incorporated by reference in this prospectus or any applicable prospectus supplement or any free writing prospectus prepared by us, is accurate as of any date other than the date(s) on the front covers of those documents. Our business, financial condition, results of operations and prospects may have changed since those dates.

        You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized anyone to give you different information, and if you are given any information that is not contained or incorporated by reference in this prospectus or a prospectus supplement, you must not rely on that information. We and any selling stockholders are not making an offer to sell securities in any jurisdiction where the offer or sale of such securities is not permitted.

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        In this prospectus, unless otherwise indicated or the context otherwise requires, references to "PRA Health Sciences," "PRA," the "Company," "we," "us" and "our" refer to PRA Health Sciences, Inc., a Delaware corporation, and its consolidated subsidiaries.

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RISK FACTORS

        Investing in our common stock involves risks. Before you make a decision to buy shares of our common stock, in addition to the risks and uncertainties discussed below under "Special Note Regarding Forward-Looking Statements," you should carefully read and consider the risks and uncertainties and the risk factors set forth under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, or the 2015 Annual Report, which is incorporated by reference in this prospectus, and under the caption "Risk Factors" or any similar caption in the other documents and reports that we file with the SEC after the date of this prospectus that are incorporated or deemed to be incorporated by reference in this prospectus as well as any risks described in any applicable prospectus supplement or free writing prospectus that we provide you in connection with an offering of common stock pursuant to this prospectus. Additionally, the risks and uncertainties discussed in this prospectus or in any document incorporated by reference into this prospectus are not the only risks and uncertainties that we face, and our business, financial condition, liquidity and results of operations and the market price of any shares of common stock we may sell could be materially adversely affected by additional factors that apply to companies generally, as well as other risks that are not known to us or that we currently do not consider to be material.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus (including any prospectus supplement and the information incorporated or deemed to be incorporated by reference in this prospectus) and any free writing prospectus that we may provide to you in connection with an offering of our common stock described in this prospectus contain "forward-looking statements" within the meaning of Section 27A of the Securities Act. All statements, other than statements of historical facts included in this prospectus (including any prospectus supplement and the information incorporated or deemed to be incorporated by reference in this prospectus), including statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, financing needs, plans or intentions relating to acquisitions, business trends and other information referred to are forward-looking statements. When used herein, the words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "should," "targets," "will" and the negative thereof and variations of such words or similar expressions are intended to identify forward-looking statements. The forward-looking statements are not historical facts, and are based upon our current expectations, beliefs and projections, and various assumptions, many of which, by their nature, are inherently uncertain and beyond our control. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management's expectations, beliefs and projections will result or be achieved and actual results may vary materially from what is expressed in or indicated by the forward-looking statements.

        There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus (including any prospectus supplement and the information incorporated or deemed to be incorporated by reference in this prospectus). Such risks, uncertainties and other important factors include, among others, the risks, uncertainties and factors set forth under "Part I—Item 1A Risk Factors" in our 2015 Annual Report and the following risks, uncertainties and factors:

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decisions to forego or terminate a particular clinical trial;



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lack of available financing, budgetary limits or changing priorities;



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actions by regulatory authorities;



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production problems resulting in shortages of the drug being tested;



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failure of the drug being tested to satisfy safety requirements or efficacy criteria;



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unexpected or undesired clinical results;



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insufficient patient enrollment in a trial;



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insufficient investigator recruitment;



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decisions to downsize product development portfolios;



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dissatisfaction with our performance, including the quality of data provided and our ability to meet agreed upon schedules;



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shift of business to another contract research organization, or CRO, or internal resources;



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product withdrawal following market launch; or



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shut down of our clients' manufacturing facilities.

        There may be other factors that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed under the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2015

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Annual Report and the other information contained in such report. You should evaluate all forward-looking statements made in this prospectus in the context of these risks and uncertainties.

        We caution you that the risks, uncertainties and other factors referenced above may not contain all of the risks, uncertainties and other factors that are important to you. In addition, we cannot assure you that we will realize the results, benefits or developments that we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our business in the way expected. All forward-looking statements in this prospectus apply only as of the date made and are expressly qualified in their entirety by the cautionary statements included in this prospectus. We undertake no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances.

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PRA HEALTH SCIENCES, INC.

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

        PRA is one of the largest CROs in the world by revenue, focused on executing clinical trials on a global basis. PRA's global clinical development platform includes approximately 70 offices across North America, Europe, Asia, Latin America, South Africa, Australia and the Middle East and approximately 12,000 employees worldwide. Since 2000, PRA has performed approximately 3,300 clinical trials worldwide, has worked on more than 100 marketed drugs across several therapeutic areas and conducted the pivotal or supportive trials that led to U.S. Food and Drug Administration or international regulatory approval of more than 60 drugs. PRA is focused on further expansion, which is demonstrated by its acquisition in 2013 of ClinStar, LLC, a CRO managing clinical research trials in Eastern Europe; ReSearch Pharmaceutical Services, Inc., a global CRO providing clinical development services primarily to large pharmaceutical companies; and CRI Holding Company, LLC, a specialized, early stage CRO.

        As of December 31, 2015, we had approximately $2,228.7 million in assets and $702.7 million in stockholders' equity. Our net income was $81.8 million for 2015, compared to a net loss of $35.7 million for 2014.

        PRA was incorporated in Delaware in June 2013 under the name Pinnacle Holdco Parent, Inc. On December 19, 2013, Pinnacle Holdco Parent, Inc. changed its name to PRA Global Holdings, Inc. and on July 10, 2014, PRA Global Holdings, Inc. changed its name to PRA Health Sciences, Inc. PRA's principal executive offices are located at 4130 ParkLake Avenue, Suite 400, Raleigh, NC 27612 and the telephone number at that address is (919) 786-8200. PRA's common stock is traded on the Nasdaq Global Select Market, or Nasdaq, under the symbol "PRAH."

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USE OF PROCEEDS

        We will not receive any of the proceeds from a sale of shares of our common stock by any selling stockholders.

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DESCRIPTION OF CAPITAL STOCK

Overview

        The following is a description of the material terms of, and is qualified in its entirety by, our amended and restated certificate of incorporation and amended and restated bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part.

        Our purpose is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the General Corporation Law of the State of Delaware (the "DGCL"). Our authorized capital stock consists of 1,000,000,000 shares of common stock, par value $0.01 per share and 100,000,000 shares of preferred stock, par value $0.01 per share. No shares of preferred stock have been issued or are currently outstanding. Unless our board of directors determines otherwise, we issue all shares of our capital stock in uncertificated form. As of February 22, 2016, we had 60,276,999 shares of common stock outstanding.

Common Stock

        Voting Rights— Holders of our common stock are entitled to one vote for each share held of record on all matters to which stockholders are entitled to vote generally, including the election or removal of directors. The holders of our common stock do not have cumulative voting rights in the election of directors.

        Dividends— The DGCL permits a corporation to declare and pay dividends out of "surplus" or, if there is no "surplus," out of its net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. "Surplus" is defined as the excess of the net assets of the corporation over the amount determined to be the capital of the corporation by the board of directors. The capital of the corporation is typically calculated to be (and cannot be less than) the aggregate par value of all issued shares of capital stock. Net assets equals the fair value of the total assets minus total liabilities. The DGCL also provides that dividends may not be paid out of net profits if, after the payment of the dividend, capital is less than the capital represented by the outstanding stock of all classes having a preference upon the distribution of assets.

        Declaration and payment of any dividend will be subject to the discretion of our board of directors. The time and amount of dividends will be dependent upon our financial condition, operations, cash requirements and availability, debt repayment obligations, capital expenditure needs and restrictions in our debt instruments, industry trends, the provisions of Delaware law affecting the payment of dividends to stockholders and any other factors our board of directors may consider relevant.

        Liquidation— Upon our liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common stock will be entitled to receive pro rata our remaining assets available for distribution.

        Rights and Preferences— Holders of our common stock do not have preemptive, subscription, redemption or conversion rights. The common stock will not be subject to further calls or assessment by us. There will be no redemption or sinking fund provisions applicable to the common stock. All shares of our common stock that will be outstanding at the time of the completion of the offering will be fully paid and non-assessable. The rights, powers, preferences and privileges of holders of our common stock will be subject to those of the holders of any shares of our preferred stock we may authorize and issue in the future.

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Preferred Stock

        Our amended and restated certificate of incorporation authorizes our board of directors to establish one or more series of preferred stock (including convertible preferred stock). Unless required by law or by Nasdaq, the authorized shares of preferred stock will be available for issuance without further action by you. Our board of directors may determine, with respect to any series of preferred stock, the powers (including voting powers), preferences and relative participations, optional or other special rights, and the qualifications, limitations or restrictions thereof, of that series, including, without limitation:

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the designation of the series;



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the number of shares of the series, which our board of directors may, except where otherwise provided in the preferred stock designation, increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares then outstanding);



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whether dividends, if any, will be cumulative or non-cumulative and the dividend rate of the series;



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the dates at which dividends, if any, will be payable;



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the redemption rights and price or prices, if any, for shares of the series;



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the terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;



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the amounts payable on shares of the series in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the affairs of our Company;



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whether the shares of the series will be convertible into shares of any other class or series, or any other security, of our Company or any other corporation, and, if so, the specification of the other class or series or other security, the conversion price or prices or rate or rates, any rate adjustments, the date or dates as of which the shares will be convertible and all other terms and conditions upon which the conversion may be made;



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restrictions on the issuance of shares of the same series or of any other class or series; and



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the voting rights, if any, of the holders of the series.

        We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of you might believe to be in your best interests or in which you might receive a premium for your common stock over the market price of the common stock. Additionally, the issuance of preferred stock may adversely affect the holders of our common stock by restricting dividends on the common stock, diluting the voting power of the common stock or subordinating the liquidation rights of the common stock. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.

Anti-Takeover Effects of Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Certain Provisions of Delaware Law

        Our amended and restated certificate of incorporation, amended and restated bylaws and the DGCL, which are summarized in the following paragraphs, contain provisions that are intended to enhance the likelihood of continuity and stability in the composition of our board of directors. These provisions are intended to avoid costly takeover battles, reduce our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize stockholder value in connection with any unsolicited offer to acquire us. However, these provisions may have an anti-takeover effect and may delay, deter or prevent a merger or acquisition of our Company by means of a tender offer, a

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proxy contest or other takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the prevailing market price for the shares of common stock held by stockholders.

Authorized but Unissued Capital Stock

        Delaware law does not require stockholder approval for any issuance of authorized shares. However, the listing requirements of the Nasdaq, which would apply if and so long as our common stock remains listed on the Nasdaq, require stockholder approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of shares of common stock. These additional shares may be used for a variety of corporate purposes, including future public offerings, to raise additional capital or to facilitate acquisitions.

        Our board of directors may generally issue preferred shares on terms calculated to discourage, delay or prevent a change of control of our Company or the removal of our management. Moreover, our authorized but unissued shares of preferred stock will be available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.

        One of the effects of the existence of unissued and unreserved common stock or preferred stock may be to enable our board of directors to issue shares to persons friendly to current management, which issuance could render more difficult or discourage an attempt to obtain control of our Company by means of a merger, tender offer, proxy contest or otherwise, and thereby protect the continuity of our management and possibly deprive our stockholders of opportunities to sell their shares of common stock at prices higher than prevailing market prices.

Classified Board of Directors

        Our amended and restated certificate of incorporation provides that our board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with the directors serving three-year terms. As a result, approximately one-third of our board of directors are elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our board of directors. Our amended and restated certificate of incorporation and amended and restated bylaws provide that, subject to any rights of holders of preferred stock to elect additional directors under specified circumstances, the number of directors are fixed from time to time exclusively pursuant to a resolution adopted by the board of directors.

Business Combinations

        We have opted out of Section 203 of the DGCL; however, our amended and restated certificate of incorporation contains similar provisions providing that we may not engage in certain "business combinations" with any "interested stockholder" for a three-year period following the time that the stockholder became an interested stockholder, unless:

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prior to such time, our board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;



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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding certain shares; or



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at or subsequent to that time, the business combination is approved by our board of directors and by the affirmative vote of holders of at least 66²/3% of the outstanding voting stock that is not owned by the interested stockholder.

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        Generally, a "business combination" includes a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an "interested stockholder" is a person who, together with that person's affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock. For purposes of this section only, "voting stock" has the meaning given to it in Section 203 of the DGCL.

        Under certain circumstances, this provision will make it more difficult for a person who would be an "interested stockholder" to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring our Company to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

        Our amended and restated certificate of incorporation provides that Kohlberg Kravis Roberts & Co. L.P., or KKR, and its affiliates, and any of their respective direct or indirect transferees and any group as to which such persons are a party do not constitute "interested stockholders" for purposes of this provision.

Removal of Directors; Vacancies

        Under the DGCL, unless otherwise provided in our amended and restated certificate of incorporation, directors serving on a classified board may be removed by the stockholders only for cause. Our amended and restated certificate of incorporation provides that directors may be removed with or without cause upon the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together as a single class; provided, however, at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, directors may only be removed for cause, and only by the affirmative vote of holders of at least 66²/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. In addition, our amended and restated certificate of incorporation also provides that, subject to the rights granted to one or more series of preferred stock then outstanding or the rights granted under the stockholders agreement with affiliates of KKR, any vacancies on our board of directors are filled only by the affirmative vote of a majority of the remaining directors, even if less than a quorum, by a sole remaining director or by the stockholders; provided, however, at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, any newly created directorship on the board of directors that results from an increase in the number of directors and any vacancy occurring in the board of directors may only be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director (and not by stockholders).

No Cumulative Voting

        Under Delaware law, the right to vote cumulatively does not exist unless the certificate of incorporation specifically authorizes cumulative voting. Our amended and restated certificate of incorporation does not authorize cumulative voting. Therefore, stockholders holding a majority in voting power of the shares of our stock entitled to vote generally in the election of directors are able to elect all our directors.

Special Stockholder Meetings

        Our amended and restated certificate of incorporation provides that special meetings of our stockholders may be called at any time only by or at the direction of the board of directors or the

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chairman of the board of directors; provided, however, at any time when KKR and its affiliates beneficially own, in the aggregate, at least 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, special meetings of our stockholders shall also be called by the board of directors or the chairman of the board of directors at the request of KKR and its affiliates. Our amended and restated bylaws prohibit the conduct of any business at a special meeting other than as specified in the notice for such meeting. These provisions may have the effect of deferring, delaying or discouraging hostile takeovers, or changes in control or management of our Company.

Requirements for Advance Notification of Director Nominations and Stockholder Proposals

        Our amended and restated bylaws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committee of the board of directors. In order for any matter to be "properly brought" before a meeting, a stockholder will have to comply with advance notice requirements and provide us with certain information. Generally, to be timely, a stockholder's notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the immediately preceding annual meeting of stockholders. Our amended and restated bylaws also specify requirements as to the form and content of a stockholder's notice. Our amended and restated bylaws allow the chairman of the meeting at a meeting of the stockholders to adopt rules and regulations for the conduct of meetings which may have the effect of precluding the conduct of certain business at a meeting if the rules and regulations are not followed. These provisions do not apply to KKR and its affiliates so long as the stockholders agreement with affiliates of KKR remains in effect. These provisions may also defer, delay or discourage a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to influence or obtain control of our Company.

Stockholder Action by Written Consent

        Pursuant to Section 228 of the DGCL, any action required to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of our stock entitled to vote thereon were present and voted, unless our amended and restated certificate of incorporation provides otherwise. Our amended and restated certificate of incorporation precludes stockholder action by written consent at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors; provided, that any action required or permitted to be taken by the holders of preferred stock, voting separately as a series or separately as a class with one or more other such series, may be taken by written consent to the extent provided by the applicable certificate of designation relating to such series.

Supermajority Provisions

        Our amended and restated certificate of incorporation and amended and restated bylaws provide that the board of directors is expressly authorized to make, alter, amend, change, add to, rescind or repeal, in whole or in part, our amended and restated bylaws without a stockholder vote in any matter not inconsistent with the laws of the State of Delaware or our amended and restated certificate of incorporation. For as long as KKR and its affiliates beneficially own, in the aggregate, at least 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our amended and restated bylaws by our stockholders requires the affirmative vote of a majority in voting power of the outstanding shares of our stock

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present in person or represented by proxy and entitled to vote on such amendment, alteration, rescission or repeal. At any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, any amendment, alteration, rescission or repeal of our bylaws by our stockholders requires the affirmative vote of the holders of at least 66²/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.

        The DGCL provides generally that the affirmative vote of a majority of the outstanding shares entitled to vote thereon, voting together as a single class, is required to amend a corporation's certificate of incorporation, unless the certificate of incorporation requires a greater percentage.

        Our amended and restated certificate of incorporation provides that at any time when KKR and its affiliates beneficially own, in the aggregate, less than 40% in voting power of the stock of the Company entitled to vote generally in the election of directors, the following provisions in our amended and restated certificate of incorporation may be amended, altered, repealed or rescinded only by the affirmative vote of the holders of at least 66²/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class:

•

the provision requiring a 66²/3% supermajority vote for stockholders to amend our amended and restated bylaws;



•

the provisions providing for a classified board of directors (the election and term of our directors);



•

the provisions regarding resignation and removal of directors;



•

the provisions regarding competition and corporate opportunities;



•

the provisions regarding entering into business combinations with interested stockholders;



•

the provisions regarding stockholder action by written consent;



•

the provisions regarding calling special meetings of stockholders;



•

the provisions regarding filling vacancies on our board of directors and newly created directorships;



•

the provisions eliminating monetary damages for breaches of fiduciary duty by a director; and



•

the amendment provision requiring that the above provisions be amended only with a 66²/3% supermajority vote.

        The combination of the classification of our board of directors, the lack of cumulative voting and the supermajority voting requirements make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Because our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.

        These provisions may have the effect of deterring hostile takeovers, delaying, or preventing changes in control of our management or our Company, such as a merger, reorganization or tender offer. These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and its policies and to discourage certain types of transactions that may involve an actual or threatened acquisition of us. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions are also intended to discourage certain tactics that may be used in proxy fights. However, such provisions could have the effect of discouraging others from making tender offers for our shares and, as a consequence, they also may inhibit fluctuations in the market price of our shares that could result from actual or rumored takeover attempts. Such provisions may also have the effect of preventing changes in management.

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Dissenters' Rights of Appraisal and Payment

        Under the DGCL, with certain exceptions, our stockholders have appraisal rights in connection with a merger or consolidation of us. Pursuant to the DGCL, stockholders who properly request and perfect appraisal rights in connection with such merger or consolidation will have the right to receive payment of the fair value of their shares as determined by the Delaware Court of Chancery.

Stockholders' Derivative Actions

        Under the DGCL, any of our stockholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the stockholder bringing the action is a holder of our shares at the time of the transaction to which the action relates or such stockholder's stock thereafter devolved by operation of law.

Exclusive Forum

        Our amended and restated certificate of incorporation provides that unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for any (i) derivative action or proceeding brought on behalf of our Company, (ii) action asserting a claim of breach of a fiduciary duty owed by any director or officer of our Company to the Company or the Company's stockholders, creditors or other constituents, (iii) action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our amended and restated bylaws, or (iv) action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine; provided, that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state court sitting in the State of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of our Company shall be deemed to have notice of and consented to the forum provisions in our amended and restated certificate of incorporation. However, the enforceability of similar forum provisions in other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be unenforceable.

Conflicts of Interest

        Delaware law permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to the corporation or its officers, directors or stockholders. Our amended and restated certificate of incorporation, to the maximum extent permitted from time to time by Delaware law, renounces any interest or expectancy that we have in, or right to be offered an opportunity to participate in, specified business opportunities that are from time to time presented to our officers, directors or stockholders or their respective affiliates, other than those officers, directors, stockholders or affiliates who are our or our subsidiaries' employees. Our amended and restated certificate of incorporation provides that, to the fullest extent permitted by law, each of KKR or any of its affiliates or any director who is not employed by us (including any non-employee director who serves as one of our officers in both his director and officer capacities) or his or her affiliates has no duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates.

        In addition, to the fullest extent permitted by law, in the event that KKR or any non-employee director acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself or himself or its or his affiliates or for us or our affiliates, such person will have no duty to communicate or offer such transaction or business opportunity to us or any of our affiliates and they may take any such opportunity for themselves or offer it to another person or entity.

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Our amended and restated certificate of incorporation does not renounce our interest in any business opportunity that is expressly offered to a non-employee director solely in his or her capacity as a director or officer of the Company. To the fullest extent permitted by law, no business opportunity will be deemed to be a potential corporate opportunity for us unless we would be permitted to undertake the opportunity under our amended and restated certificate of incorporation, we have sufficient financial resources to undertake the opportunity and the opportunity would be in line with our business.

Limitations on Liability and Indemnification of Officers and Directors

        The DGCL authorizes corporations to limit or eliminate the personal liability of directors to corporations and their stockholders for monetary damages for breaches of directors' fiduciary duties, subject to certain exceptions. Our amended and restated certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL. The effect of these provisions is to eliminate the rights of us and our stockholders, through stockholders' derivative suits on our behalf, to recover monetary damages from a director for breach of fiduciary duty as a director, including breaches resulting from grossly negligent behavior. However, exculpation does not apply to any director if the director has acted in bad faith, knowingly or intentionally violated the law, authorized illegal dividends, repurchases or redemptions or derived an improper benefit from his or her actions as a director.

        Our amended and restated bylaws provide that we must generally indemnify, and advance expenses to, our directors and officers to the fullest extent authorized by the DGCL. We also are expressly authorized to carry directors' and officers' liability insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe that these indemnification and advancement provisions and insurance are useful to attract and retain qualified directors and executive officers.

        The limitation of liability, indemnification and advancement provisions in our amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit us and our stockholders. In addition, your investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

        There is currently no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

        The transfer agent and registrar for our common stock is Wells Fargo Bank, N.A.

Listing

        Our common stock is listed on the Nasdaq under the symbol "PRAH."

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SELLING STOCKHOLDERS

        Information about selling stockholders will be set forth in a prospectus supplement, in a post-effective amendment or in filings we will make with the SEC which are incorporated into this prospectus by reference.

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PLAN OF DISTRIBUTION

        The selling stockholders may sell the shares of our common stock covered by this prospectus in any of the following ways (or in any combination):

•

to or through underwriters or dealers;



•

directly to one or more purchasers; or



•

through agents.

        Each time that the selling stockholders sell shares of our common stock covered by this prospectus, we or such selling stockholders will provide a prospectus supplement that will describe the method of distribution and set forth the terms and conditions of the offering of such shares, including:

•

the name or names of any underwriters, dealers or agents and the amounts of shares underwritten or purchased by each of them;



•

the offering price of the shares and the proceeds to the selling stockholders, and any underwriting discounts, commissions, concessions or agency fees allowed or reallowed or paid to dealers;



•

any options under which underwriters may purchase additional shares from the selling stockholders; and



•

any securities exchange or market on which the shares may be listed or traded.

        Any offering price and any discounts, commissions, concessions or agency fees allowed or reallowed or paid to dealers may be changed from time to time. The selling stockholders may determine the price or other terms of the shares of our common stock offered under this prospectus by use of an electronic auction. We or such selling stockholders will describe how any auction will determine the price or any other terms, how potential investors may participate in the auction and the nature of the obligations of the underwriter, dealer or agent in the applicable prospectus supplement.

        The selling stockholders may distribute the shares from time to time in one or more transactions:

•

at a fixed price or at prices that may be changed from time to time;



•

at market prices prevailing at the time of sale;



•

at prices relating to such prevailing market prices; or



•

at negotiated prices.

        Underwriters, dealers or any other third parties described above may offer and sell the offered shares from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. If underwriters or dealers are used in the sale of any shares, the shares will be acquired by the underwriters or dealers for their own account and may be resold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The shares may be either offered to the public through underwriting syndicates represented by managing underwriters, or directly by underwriters. Generally, the underwriters' obligations to purchase the shares will be subject to certain conditions precedent. The underwriters will be obligated to purchase all of the shares if they purchase any of the shares (other than any shares purchased upon exercise of any over-allotment option), unless otherwise specified in the prospectus supplement. The selling stockholders may use underwriters with whom we have a material relationship. We will describe the nature of any such relationship in the prospectus supplement, naming the underwriter or underwriters.

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        The selling stockholders may sell the shares through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the shares and any commissions paid to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment. Any underwriters, broker-dealers and agents that participate in the distribution of the shares may be deemed to be "underwriters" as defined in the Securities Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the shares, may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe their compensation in a prospectus supplement.

        Offered shares may also be offered and sold, if so indicated in the applicable prospectus supplement, in connection with a remarketing upon their purchase, in accordance with a redemption or repayment pursuant to their terms, or otherwise, by one or more marketing firms, acting as principals for their own accounts or as agents for the selling stockholders. Any remarketing firm will be identified and the terms of its agreements, if any, with us and/or the selling stockholders and its compensation will be described in the applicable prospectus supplement.

        Underwriters or agents may purchase and sell the shares in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate covering transactions and penalty bids.

        Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the shares and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions allowed to syndicate members or certain dealers if they repurchase the shares in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the shares, which may be higher than the price that might otherwise prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange on which the shares are traded, in the over-the-counter market or otherwise.

        Our common stock is listed on Nasdaq under the symbol "PRAH".

        If at the time of any offering made under this prospectus a member of the Financial Industry Regulatory Authority, Inc., or FINRA, participating in the offering has a "conflict of interest" as defined in FINRA's Rule 5121 ("Rule 5121"), that offering will be conducted in accordance with the relevant provisions of Rule 5121.

        There can be no assurance that the selling stockholders will sell all or any of the shares of common stock offered by this prospectus.

        Agents, dealers and underwriters may be entitled to indemnification by us and the selling stockholders against certain civil liabilities, including liabilities under the Securities Act, or to contribution with respect to payments which the agents, dealers or underwriters may be required to make in respect thereof.

        The specific terms of the lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.

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LEGAL MATTERS

        Unless we state otherwise in the applicable prospectus supplement, the validity of the shares of common stock offered hereunder will be passed upon for us and the selling stockholders by Simpson Thacher & Bartlett LLP, New York, New York.

EXPERTS

        The consolidated financial statements incorporated in this Prospectus by reference from the Annual Report on Form 10-K of PRA Health Sciences, Inc. and subsidiaries and the effectiveness of PRA Health Sciences, Inc. and subsidiaries' internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which are incorporated herein by reference. Such financial statements have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

        The consolidated financial statements of RPS Parent Holding Corp. and subsidiaries at December 31, 2012 and 2011, and for the year ended December 31, 2012 and for the period from February 18, 2011 through December 31, 2011, and the consolidated financial statements of Research Pharmaceutical Services, Inc. and subsidiaries for the period from January 1, 2011 through February 17, 2011, appearing in this prospectus and registration statement have been audited by Ernst & Young LLP, independent auditors, as set forth on their reports thereon appearing elsewhere herein, and are included in reliance on such reports, given on their authority as experts in accounting and auditing.

INCORPORATION BY REFERENCE

        The rules of the SEC allow us to "incorporate by reference" information into this prospectus. By incorporating by reference, we can disclose important information to you by referring you to another document we have filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and information that we file in the future with the SEC will automatically update and supersede, as appropriate, this information. We incorporate by reference the documents listed below and all documents that we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of the offering of shares by means of this prospectus but excluding any documents furnished to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus, from their respective filing dates:

•

our annual report on Form 10-K for the year ended December 31, 2015;



•

those portions of our definitive proxy statement on Schedule 14A filed on April 27, 2015, in connection with our 2015 annual meeting of shareholders that are incorporated by reference into our Form 10-K for the year ended December 31, 2014;



•

our current report on Form 8-K filed on February 18, 2016; and



•

the Audited Consolidated Financial Statements of RPS Parent Holding Corp. and Subsidiaries and Research Pharmaceutical Services, Inc. and Subsidiaries (Successor and Predecessor), and Interim Unaudited Consolidated Financial Statements of RPS Parent Holding Corp. and Subsidiaries filed as Exhibit 99.1 to the registration statement of which this prospectus is a part.

        Any statement contained in a document incorporated by reference in this prospectus shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is incorporated by reference in this prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus or any prospectus supplement.

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        You may request a copy of any or all of the documents referred to above that have been or may be incorporated by reference into this prospectus (excluding certain exhibits to the documents) at no cost, by writing or calling us at the following address or telephone number:

PRA Health Sciences, Inc.
4130 ParkLake Avenue
Suite 400
Raleigh, North Carolina 27612
Attention: Investor Relations
Phone: (919) 786-8200

        You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information.

WHERE YOU CAN FIND MORE INFORMATION

        We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of common stock offered by this prospectus. This prospectus, filed as part of the registration statement, does not contain all of the information set forth in the registration statement and its exhibits and schedules, portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information about us, as well as our common stock, we refer you to the registration statement and to its exhibits and schedules.

        We are subject to the informational requirements of the Exchange Act and are required to file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of these reports, statements or other information at the SEC's public reference room at 100 F Street, N.E., Washington, D.C. 20549 or at its regional offices. You can request copies of those documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our filings are also available to the public at the SEC's internet site at http://www.sec.gov.

        We also make available, free of charge, through the investor relations portion of our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statement on Schedule 14A (and any amendments to those forms) as soon as reasonably practicable after they are filed with or furnished to the SEC. Our website address is http://www.prahs.com. Please note that our website address is provided in this prospectus as an inactive textual reference only. The information found on or accessible through our website is not part of this prospectus or any prospectus supplement, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this prospectus or the prospectus supplement.

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PROSPECTUS

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution

        The following table sets forth the various expenses payable by the registrant in connection with the distribution of the shares of our common stock being registered hereby (other than underwriting discounts and commissions). All the amounts shown are estimates, except the Financial Industry Regulatory Authority, or FINRA, fee. All of such expenses are being borne by the registrant.

Item 15.    Indemnification of Directors and Officers

        Section 102(b)(7) of the Delaware General Corporation Law, or the DGCL, allows a corporation to provide in its certificate of incorporation that a director of the corporation will not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except where the director breached the duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of Delaware corporate law or obtained an improper personal benefit. Our amended and restated certificate of incorporation provides for this limitation of liability. We have entered into indemnification agreements with our directors pursuant to which we have agreed to indemnify them to the fullest extent permitted by Delaware law.

        Section 145 of the DGCL, or Section 145, provides, among other things, that a Delaware corporation may indemnify any person who was, is or is threatened to be made, party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful. A Delaware corporation may indemnify any persons who were or are a party to any threatened, pending or completed action or suit by or in the right of the corporation by reason of the fact that such person is or was a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees) actually and reasonably incurred by such

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person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, provided further that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses (including attorneys' fees) which such officer or director has actually and reasonably incurred.

        Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would otherwise have the power to indemnify such person under Section 145.

        Our amended and restated bylaws provide that we must indemnify, and advance expenses to, our directors and officers to the full extent authorized by the DGCL.

        The indemnification rights set forth above shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our amended and restated certificate of incorporation, our amended and restated bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Notwithstanding the foregoing, we shall not be obligated to indemnify a director or officer in respect of a proceeding (or part thereof) instituted by such director or officer, unless such proceeding (or part thereof) has been authorized by the board of directors pursuant to the applicable procedure outlined in the amended and restated bylaws.

        Section 174 of the DGCL provides, among other things, that a director, who willfully or negligently approves of an unlawful payment of dividends or an unlawful stock purchase or redemption, may be held jointly and severally liable for such actions. A director who was either absent when the unlawful actions were approved or dissented at the time may avoid liability by causing his or her dissent to such actions to be entered in the books containing the minutes of the meetings of the board of directors at the time such action occurred or immediately after such absent director receives notice of the unlawful acts.

        We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.

Item 16.    Exhibits.

        Please see the Exhibit Index included herewith immediately following the signature pages hereto, which is incorporated by reference.

Item 17.    Undertakings

        (a)   The undersigned registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

         (ii)  To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth

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in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;

        (iii)  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

        (2)   That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        (4)   That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

          (i)  Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

         (ii)  Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

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        (5)   That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

        The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i)  Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

         (ii)  Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

        (iii)  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

        (iv)  Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

        (b)   The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (c)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, PRA Health Sciences, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Raleigh, State of North Carolina, on March 2, 2016.

POWERS OF ATTORNEY

        The undersigned directors and officers of PRA Health Sciences, Inc. hereby constitute and appoint Michael Bonello and Timothy McClain and each of them, any of whom may act without joinder of the other, the individual's true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the person and in his or her name, place and stead, in any and all capacities, to sign this Registration Statement, and any or all amendments, including post-effective amendments to the Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on March 2, 2016.

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EXHIBIT INDEX

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Exhibit 99.1

Report of Independent Auditors

The Board of Directors
RPS Parent Holding Corp. and Subsidiaries

We have audited the accompanying consolidated financial statements of RPS Parent Holding Corp. and subsidiaries, which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011, and the related notes to the consolidated financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of RPS Parent Holding Corp. and subsidiaries at December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 in conformity with U.S. generally accepted accounting principles.

Restatement of 2012 Financial Statements

As discussed in Note 3 to the consolidated financial statements, the 2012 financial statements have been restated to correct a disclosure error related to a contingent liability. Our opinion is not modified with respect to this matter.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
March 28, 2013, except for Note 3, as to
which the date is August 26, 2014

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Report of Independent Auditors

To the Board of Directors
RPS Parent Holding Corp. and Subsidiaries

We have audited the accompanying consolidated statements of operations, comprehensive loss, stockholders' equity, and cash flows of ReSearch Pharmaceutical Services, Inc. and Subsidiaries (predecessor to RPS Parent Holding Corp.) for the period from January 1, 2011 to February 17, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated results of the ReSearch Pharmaceutical Services, Inc. and Subsidiaries operations and cash flows for the period from January 1, 2011 to February 17, 2011, in conformity with accounting principles generally accepted in the United States.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania
April 27, 2012

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

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See accompanying notes

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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See accompanying notes

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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See accompanying notes

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

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See accompanying notes

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

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See accompanying notes

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS

Year Ended December 31, 2012

1. Business and Organization

RPS Parent Holding Corp. and Subsidiaries (the Company, Parent or RPS) is a global next generation clinical research organization (CRO) serving biotechnology and pharmaceutical companies, which the Company refers to collectively as the biopharmaceutical industry. The Company's business model combines the expertise of a traditional CRO with the ability to provide flexible outsourcing solutions that are fully integrated within the Company's clients' clinical infrastructure. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development that meets the varied needs of small, medium and large biopharmaceutical companies.

On December 27, 2010, ReSearch Pharmaceutical Services, Inc. (RPS, Inc.) entered into an Agreement and Plan of Merger (the Merger Agreement) with Roy RPS Holdings Corp. (Roy), a Delaware corporation affiliated with Warburg Pincus Private Equity X, L.P. and Warburg Pincus X Partners (Collectively Warburg Pincus), and RPS Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Roy (Merger Sub). Prior to consummation of the transactions contemplated by the Merger Agreement, RPS Parent Holding Corp. (Holdings), a Delaware corporation, was formed and acquired all of the issued and outstanding capital stock of Roy and serves as the ultimate parent entity.

On the date of the closing of the transactions contemplated by the Merger Agreement, February 18, 2011, Merger Sub merged with and into RPS, Inc., with RPS, Inc. surviving the merger as a wholly-owned subsidiary of Roy (the Merger). Each outstanding share of common stock of RPS, Inc. was cancelled and converted automatically into the right to receive $6.10 in cash, without interest, except for shares (i) in respect of which appraisal rights were properly exercised under Delaware law or (ii) owned by the Company as treasury stock, or by Roy or Merger Sub. Additionally, at the effective time of the Merger, each outstanding option to acquire shares of Common Stock issued under RPS, Inc.'s equity compensation plan that was vested and exercisable was cancelled in exchange for the right to receive an amount per share of Common Stock underlying the applicable stock option equal to the excess, if any, of the Merger consideration of $6.10 over the applicable exercise price of such stock option. Each outstanding option to acquire shares of Common Stock that was unvested at the effective time of the Merger and was not contractually entitled to accelerated vesting as of the effective time was exchanged by Roy for options having an aggregate intrinsic value equal to the value of such unvested options. In addition, a portion of the outstanding shares of Common Stock held by certain members of senior management, as well as a portion of vested options held by senior management, were exchanged for options and shares, respectively of Holdings. Subsequent to the closing of the Merger, the Company is now controlled by Warburg Pincus.

The accompanying consolidated statements of operations, comprehensive loss, cash flows and stockholders' equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Merger (January 1, 2011 through February 17, 2011) and the period succeeding the Merger (year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011), respectively. For purposes of identification, the "Company" is defined as RPS Parent Holding Corp. for the successor period and as ReSearch Pharmaceutical Services, Inc. for the Predecessor period. The Merger resulted in a new basis of accounting beginning on February 18, 2011 for the Company.

The Company owns subsidiaries in sixty-three countries with its core operations located in North America, Latin America, Europe and Asia. The Company's revenues are generated primarily from clients located in the United States.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash and Customer Deposits

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded as restricted cash and customer deposits in the accompanying consolidated balance sheets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company's revenues and accounts receivable are derived from biopharmaceutical companies located in the United States. The Successor Company's three largest customers accounted for approximately 22%, 20% and 12%, respectively, of service revenue for the year ended December 31, 2012. The Successor Company's three largest customers accounted for approximately 24%, 15% and 12%, respectively, of service revenue for the period from February 18, 2011 through December 31, 2011. The Predecessor Company's three largest customers accounted for approximately 24%, 15% and 14%, respectively, of service revenue for the period from January 1, 2011 through February 17, 2011.

The Successor Company's two largest customers account for approximately 20% and 15%, respectively, of the accounts receivable balance as of December 31, 2012. The Successor Company's two largest customers account for approximately 17% and 10%, respectively, of the accounts receivable balance as of December 31, 2011. No other customers represented more than 10% of net service revenue or accounts receivable during those periods or at those times for either the Successor Company or the Predecessor Company.

The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at estimated realizable value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts.

Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

Derivative Financial Instruments

All derivatives are measured at fair value and recognized as either assets or liabilities on the consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of other comprehensive income and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur. The Company utilizes an interest rate collar agreement to manage changes in market conditions related to debt obligations.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments. In addition, the carrying value of debt instruments, which do not have readily determinable market values, approximate fair value given that the interest rates on outstanding borrowings approximate market rates.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range from one to seven years.

Goodwill and Intangible Assets

Intangible assets consist primarily of customer relationships, brand names, proprietary software and information, non-compete agreements and goodwill. Finite-lived intangible assets are amortized on a straight line basis over the following periods: customer relationships — seven years, proprietary software and information — five years, and non-compete agreements — five years. Indefinite-lived intangible assets are not amortized and consist of the Company's brand name. Goodwill represents the excess of the cost over the estimated fair value of net assets acquired in business combinations.

The Company accounts for goodwill, customer relationships, brand names, proprietary software and information and non-compete agreements in accordance with the Financial Accounting Standards Board (FASB) guidance for intangible assets. Goodwill is tested for impairment on an annual basis (as of October 1 of each year) and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company below its carrying value. If the fair value of the Company is less than the carrying value, goodwill may be impaired, and will be written down to its estimated fair market value, if necessary. For indefinite-lived intangibles, the annual impairment test consists of comparing the fair value of the asset to the carrying value.

Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue and Cost Recognition

The majority of the Company's service revenue is derived from fee-for-service contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. The Company also recognizes revenue under units-based contracts by multiplying units completed by the applicable contract per-unit price. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are reported in the periods in which the facts that require the revisions become known.

FASB guidance requires reimbursable out-of-pocket expenses to be classified as revenue in the statements of operations. Reimbursements for out-of-pocket expenses included in total revenue in the Company's consolidated statements of operations were $38,790,995 and $30,582,387 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 for the Successor Company, respectively; and $4,006,140 for the period January 1, 2011 through February 17, 2011 for the Predecessor Company.

The Company excludes investigator fees from its out-of-pocket expenses because these fees are funded from the customer's restricted cash and are recorded on a "pass-through basis" without risk or reward to the Company. Investigator fees paid on behalf of customers by the Successor Company for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 were approximately $16,000,000 and $22,645,000, respectively. Investigator fees paid on behalf of customers by the Predecessor Company for the period from January 1, 2011 through February 17, 2011 were approximately $1,847,000.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered. The Company evaluates the need to establish a valuation allowance for deferred tax assets based on positive and negative evidence including past operating results, the amount of existing temporary differences to be recovered and expected future taxable income. A valuation allowance to reduce the deferred tax assets is established when it is "more likely than not" that some or all of the deferred tax assets will not be realized.

The Company follows the provisions of accounting for uncertainty in income taxes in ASC 740, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the respective balance sheet date with all translation gains or losses reported as a component of other comprehensive income. The statements of operations' amounts have been translated using average exchange rates in effect over the relevant periods. Foreign currency transactional gains (losses) have been reflected as a component of the Company's consolidated statements of operations within other expense, net.

Stock-Based Compensation

Share-based payments to employees, including grants of employee stock options, are required to be recognized in the financial statements based on their estimated fair values. This guidance requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such award over the period during which the employee is required to provide service in exchange for the award (vesting period).

Geographic Information

The Company's non-U.S. operations accounted for approximately 18% and 18% of service revenue during the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 for the Successor Company, respectively; and approximately 18% for the period from January 1, 2011 through February 17, 2011 for the Predecessor Company.

Reclassification

Certain prior period amounts in the consolidated financial statements and notes thereto have been reclassified to conform to the current period's presentation.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

2. Significant Accounting Policies (Continued)

Stock Split

On August 5, 2011, the Board of Directors of the Company approved a stock split of the Company's common stock at a ratio of 2.5 shares for every 1 share previously held. All common stock share and per share data included in the Successor Company's consolidated financial statements reflect the stock split.

3. Restatement

In September 2012, a customer asserted that the Company was not in compliance with a clause contained in its Master Services Agreement (the "Agreement") with the customer. The Company evaluated the customer's assertion and believed that the Company was in compliance with the disputed clause and intended to vigorously defend the matter. However, the Company concluded that there was a reasonable possibility of a potential material loss related to this matter, and accordingly, the potential loss contingency should have been disclosed within the footnotes to the financial statements pursuant to the provisions of ASC 450, Contingencies. The accompanying financial statements have been restated to correct this disclosure error.

On May 5, 2014, the Company and the customer reached a settlement agreement in the amount of $9.0 million regarding this matter. The $9.0 million is payable in installments through December 31, 2017 and amends the terms of the Agreement to eliminate the disputed clause. The settlement agreement stipulates that the Company denies that it failed to comply with the disputed clause, and there is no admission of any wrongdoing by either party.

4. Merger

As discussed in Note 1, Business and Organization, the Company completed the Merger on February 18, 2011. The Merger was financed by a combination of borrowings under the Senior Secured Credit Facility and Shareholder Notes (Note 9, Debt Facilities) as well as from equity investments. The Merger has been accounted for as a business combination under FASB ASC Topic 805, Business Combinations. The

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

4. Merger (Continued)

purchase price has been assigned to the assets acquired and liabilities assumed based on their estimated fair values. The allocation of the purchase price is as follows:

The customer relationships, brand name and non-compete agreements were valued using an income approach and the global recruitment database and proprietary software were valued using the replacement cost approach. Fair values and useful lives assigned to intangible assets were based on the estimated value and use of these assets by a market participant.

In connection with the Merger, the Company has recorded $164,672,945 of goodwill, none of which is tax deductible. Goodwill represents the excess of the purchase price over the net identifiable tangible and intangible assets acquired. The Company believes that the Merger resulted in the recognition of goodwill primarily as a result of the potential for further geographic expansion of its business and an increased market penetration in regions with existing operations.

The Company expensed transaction costs of $2,997,444 in the Predecessor Company's statements of operations for the period from January 1, 2011 through February 17, 2011. The transaction costs consist primarily of investment banking, tax, legal, and accounting fees related directly to the Merger. In addition, the Company has incurred debt financing costs of $4,707,587. These costs were capitalized in the Successor Company's consolidated financial statements and are classified as deferred financing costs on the consolidated balance sheet. The deferred financing costs are being amortized from the Merger date over the remaining term of the debt instruments using the effective interest method. All amortization related to the capitalized debt financing costs is recorded as interest expense in the statement of operations.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

5. Goodwill and Intangible Assets

The following table summarizes the changes in the carrying amount of the Company's goodwill for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and the period from January 1, 2011 through February 17, 2011 (Predecessor Company), respectively:

The following table summarizes intangible assets and their accumulated amortization for the periods noted:

The weighted-average amortization period for the intangible assets is 6.7 years at December 31, 2012. In addition, the Company has $24,530,000 capitalized for brand name, as of December 31, 2012 and 2011 which has an indefinite life.

The estimated amortization expense for each of the five years ending December 31, 2017 and thereafter for the definite-lived intangibles is as follows:

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

6. Property and Equipment

Property and equipment consist of the following:

Automobiles include assets acquired under capital lease obligations (Note 15, Commitments and Contingencies). Total depreciation expense for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and for the period from January 1, 2011 through February 17, 2011 (Predecessor Company) was approximately $3,455,000, $2,781,000, and $409,000, respectively.

7. Accrued Expenses

Accrued expenses consist of the following:

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

8. Restructuring

During the second quarter of 2012, the Company approved a restructuring plan to reduce support costs in its European Operations ("European Restructuring Plan"). The Company offered severance benefits to the terminated employees and eliminated approximately 75 positions. The table below outlines the components of the restructuring charges:

A total of approximately $1.9 million is included in accrued expenses at December 31, 2012 related to the European Restructuring Plan. Of this amount, $1.5 million relates to outstanding contingency claims for certain former employees that were terminated as part of the European Restructuring Plan (Note 15). Of the total charge of $10.1 million, approximately $3.0 million is included in direct costs and a total of approximately $7.1 million is included in selling, general and administrative expenses of the consolidated statement of operations.

9. Debt Facilities

Predecessor Company

In November 2006, RPS, Inc. entered into a bank line of credit agreement (the Credit Agreement), expiring October 31, 2009. The Credit Agreement provided for $15,000,000 of available borrowings, and was subject to certain borrowing base restrictions. Borrowings under the Credit Agreement required interest at the Federal Funds open rate, as defined, plus 1%. The Credit Agreement was secured by all corporate assets and also contained financial and nonfinancial covenants including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity.

In July 2009, the Credit Agreement was amended (the Amended Credit Agreement) to extend the termination date to October 31, 2012. The Amended Credit Agreement also provided for $30,000,000 of available borrowings, and was subject to certain borrowing base restrictions. Borrowings under the Amended Credit Agreement require interest at the Federal Funds open rate, as defined, plus 2%. The Amended Credit Agreement remained secured by all corporate assets and continued the financial and nonfinancial covenants including restrictions on the payment of dividends, restrictions on acquisitions and restrictions on the repurchase, redemption, or retirement of outstanding equity present under the Credit Agreement. This Amended Credit Agreement was repaid and terminated in connection with the Merger (Note 1).

Successor Company

On February 18, 2011, the Company entered into the Senior Secured Credit Facilities (the Senior Secured Credit Facilities). The Senior Secured Credit Facilities consist of a six-year $35,000,000 revolving credit facility (the Revolving Credit Facility) and a six-year $80,000,000 term loan facility (the Term Loan Facility). RPS, Inc. is the borrower under the Senior Secured Credit Facilities and Roy as well as certain

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

9. Debt Facilities (Continued)

subsidiaries are the guarantors under this facility. The Senior Secured Credit Facilities require quarterly principal payments commencing September 30, 2011 on the Term Loan Facility. The quarterly payments are made as follows: $500,000 for the periods from September 30, 2011 through June 30, 2012, $1,000,000 for the periods from September 30, 2012 through June 30, 2014, $1,500,000 for the periods from September 30, 2014 through June 30, 2015, and $2,000,000 for the periods from September 30, 2015 through December 31, 2016. The final principal payment of $52,000,000 is due on February 17, 2017. Prepayments may be required under defined cash flow events.

In March and April 2012, the Company entered into amendments to the Senior Secured Credit Facilities which, among other modifications, adjusted the applicable margins on both Eurodollar and Base Rate loans, and adjusted certain financial and operating covenant requirements.

The Revolving Credit Facility is available, subject to certain conditions, for general corporate purposes in the ordinary course of business and for other transactions permitted under the Senior Secured Credit Facilities. Borrowings under the Senior Secured Credit Facilities bear interest, at the Company's option, at the base rate or the Eurodollar rate plus a margin. The Revolving Credit Facility is guaranteed by the net assets of Roy RPS and its subsidiaries.

The interest rate on the Term Loan Facility was 6.75% at December 31, 2012 and the interest rate on the Revolving Credit Facility 7.5% at December 31, 2012.

The Company also agreed to pay a commitment fee on the unused portion of the Revolving Credit Facility of 0.25% to 0.50% per annum based upon the ratio of the Company's profit to debt as defined by the Senior Secured Credit Facilities. The commitment fee on unused borrowings for the Revolving Credit Facility was 0.50% for 2012.

The Senior Secured Credit Facilities require compliance with certain financial and operating covenants including a minimum consolidated cash interest coverage ratio and a maximum consolidated net leverage ratio. The Company is not permitted to declare, make or pay any cash dividends to RPS Parent Holding Corp. or other parties. The Company was in compliance with all required debt covenants at December 31, 2012. Upon a change in control, any amounts outstanding under the Senior Secured Credit Facilities shall immediately become due and the facilities shall immediately terminate.

In February 2011, the Company entered into Note Purchase Agreements (Note Purchase Agreements) with Warburg Pincus and other shareholders for an aggregate of $80,000,000 of 9% Subordinated Notes due February 2017. In addition, in April of 2012, the Company entered into an additional Note Purchase Agreement with Warburg Pincus for an additional $10,000,000 of 12% Subordinated Notes due February 2017. We will refer hereinafter to both the 9% Notes and the 12% Notes as "Shareholder Notes" or "Notes". The key provisions of the Shareholder Notes are as follows.

Interest accrues on the principal sum of the Shareholder Notes on a daily basis at an annual rate of 9% for the $80 million of principal and 12% for the $10 million of principal and is due and payable by increasing the principal amount of the Notes in arrears on a semi-annual basis. Any payment-in-kind (PIK) interest and principal will be paid-in-full in cash on the earliest to occur of the maturity date of the Notes (February 2017), a redemption in conjunction with a change of control, or the date under which payment on the Shareholder Notes is no longer restricted under the Senior Secured Credit Facilities and RPS Parent elects

18

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

9. Debt Facilities (Continued)

to pay the PIK interest. RPS Parent may redeem all or a portion of the Shareholder Notes, at its option and at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest. If less than all of the Shareholder Notes are redeemed, RPS Parent must redeem the Shareholder Notes ratably amongst all the holders of the Shareholder Notes. The holders of a majority of the outstanding principal under the Shareholder Notes may request redemption at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest upon a change of control.

As long as the Shareholder Notes remain outstanding, the Company will not make any acquisitions, including acquisitions of the stock or assets of another company, except the formation of new subsidiaries and any investment permitted under the terms of the Note Purchase Agreement. As long as the Shareholder Notes remain outstanding, the Company shall not create or enter into any indebtedness other than the Shareholder Notes, indebtedness to subsidiaries, guarantees of subsidiary debt, or other indebtedness not to exceed $12 million. The Shareholder Notes are subordinated to the Senior Secured Credit Facilities.

Owners of approximately 5.1% of the Shareholder Notes are members of management (Management Noteholders). The Management Noteholders may request borrowings (the Tax Notes) from the Company in an amount equal to the annual tax liability of each Management Noteholder under the Notes upon the request of the applicable Management Noteholder. Approximately $100,000 of Tax Notes have been issued through December 31, 2012.

The following summarizes the Company's required debt principal payments under the Term Loan Facility for the next five years and thereafter:

10. Income Taxes

Loss before provision for income taxes consists of the following components:

19

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

10. Income Taxes (Continued)

The (benefit) provision for income taxes is as follows:

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets and liabilities are as follows:

20

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

10. Income Taxes (Continued)

FASB ASC 740, Accounting for Income Taxes (FASB ASC 740), requires a company to evaluate its deferred tax assets on a regular basis to determine if a valuation allowance against the net deferred tax assets is required. Pursuant to FASB ASC 740, losses generated by entities that lack a history of prior operating results is significant negative evidence that is difficult to overcome in considering whether deferred tax assets are more likely than not realizable. The Company has concluded, based upon the evaluation of all available evidence, that it is more likely than not that certain foreign deferred tax assets will not be realized, and therefore, the Company has recorded a valuation allowance on those deferred tax assets, as of December 31, 2012.

A reconciliation of income taxes computed at the U.S. federal statutory rate to the provision for income taxes is as follows:

The actual income tax benefit for the year ended December 31, 2011 and the period from February 18, 2011 through December 31, 2011 (Successor Company) was lower than the expected tax benefit using the federal statutory rate due primarily to valuation allowances related to tax benefits for net operating losses generated in certain of the Company's foreign subsidiaries as it may not realize the tax benefit of those operating losses.

The Company has a federal net operating loss carryforward aggregating $4,378,000 as of December 31, 2012 which will expire in 2032.

Additionally, the Company has state net operating loss carryforwards aggregating $2,402,000 as of December 31, 2012 which expire through 2032. The Company has additional state net operating loss carryforwards aggregating $3,719,000 which, if realized, would result in a credit to additional paid-in-capital and which expires through 2030.

The Company has foreign net operating loss carryforwards generated mostly among European affiliates at December 31, 2012 aggregating approximately $15,138,000 of which $6,873,000 have no expiration and the remainder of which expire through 2028.

The Company records accrued interest and penalties related to unrecognized tax benefits in the income tax provision. There have been no material changes to unrecognized tax benefits or accrued interest and penalties during the year ended December 31, 2012 and the period from February 18, 2011 through

21

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

10. Income Taxes (Continued)

December 31, 2011 (Successor Company); and from January 1, 2011 through February 17, 2011 (Predecessor Company). The Company does not expect a significant increase or decrease in unrecognized tax benefits over the next twelve months.

The Company files U.S. federal income tax returns as well as income tax returns in various states and for the many foreign jurisdictions in which it operates. The Company may be subject to examination by the various taxing authorities generally for calendar years 2008 through 2012. Additionally, any net operating losses and other tax attribute carryovers that were generated in prior years and utilized in these years may also be subject to examination. The Company cannot predict with certainty how these audits will be resolved and whether the Company will be required to make additional tax payments, which may or may not include penalties and interest. For most states where the Company conducts business, the Company is subject to examination for the preceding three to six years. In certain states, the period could be longer.

Management believes the Company has provided sufficient tax provisions for tax periods that are within the statutory period limitation not previously audited and that are potentially open for examination by taxing authorities. Potential liabilities associated with these years will be resolved when an event occurs to warrant closure, primarily through the completion of audits by the taxing jurisdictions. To the extent audits or other events result in material adjustment to the accrued estimates, the effect would be recognized during the period of the event. There can be no assurance, however, that the ultimate outcome of audits will not have a material adverse impact on the Company's financial position, results of operations or cash flows.

11. Stockholders' Equity

Predecessor Company

RPS, Inc. was authorized to issue up to 1,000,000 shares of preferred stock, $.0001 par value, and 150,000,000 shares of common stock, $.0001 par value. Of the shares authorized, 6,792,271 shares of common stock had been reserved for issuance pursuant to RPS, Inc.'s 2007 equity incentive plan.

Successor Company

There are 66,000,000 authorized shares of common stock of RPS Parent Holding Corp. as of December 31, 2012 and 2011 and 54,442,523 and 54,441,585 shares are issued and outstanding as of December 31, 2012 and December 31,2011, respectively. The majority of the common stock is owned by affiliates of Warburg Pincus. For so long as Warburg Pincus maintains specified ownership percentages of the Company's common stock, they will be entitled to certain protective provisions as defined in the Stockholders Agreement (Stockholders Agreement). This protective provisions would require Warburg Pincus to approve certain significant corporate actions, including any adoption or amendment, modification or supplement to the certificate of incorporation, and incurrence, assumption or any commitment for any indebtedness in excess of $1,000,000, among others.

As of December 31, 2012, 3,081,044 shares of common stock are owned by members of management (Management Stockholders). The Management Stockholders are subject to certain rights and provisions as per the terms of the Stockholders Agreement, which include certain restrictions on the transfer of Management Stockholder shares, tag along rights, put rights and call rights.

22

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

11. Stockholders' Equity (Continued)

Put Rights

In the event of a Management Stockholder's termination of service from the Company without cause or for cause or a Management Stockholder's resignation at any time during the period ending on the six-month anniversary of such termination of service, the Management Stockholder may cause the Company to repurchase from the Management Stockholder any shares of common stock held by the Management Stockholder at a repurchase price equal to the fair value of such common stock as of the date of repurchase; provided, that in the event of a Management Stockholder's termination of service from the Company for cause (or a voluntary resignation within 30 days after the occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable) of the common stock, if any, and (ii) the fair value of such common stock as of the date of repurchase.

If a Management Stockholder elects to exercise these put rights, such Management Stockholder must also sell to the Company as a condition to the Company's repayment obligations an amount of the aggregate principal amount of the Shareholder Notes (including any accrued but uncompounded interest thereon) held by such Management Stockholder or any transferees of such Management Stockholder equal to the product of (i) the quotient determined by dividing (A) the number of shares of common stock owned by such Management Stockholder proposed to be sold to the Company, divided by (B) the aggregate number of shares of common stock owned by such Management Stockholder, multiplied by (ii) the aggregate principal amount of Stockholder Notes (including any accrued but uncompounded interest thereon) held by such Management Stockholder or any transferees of such Management Stockholder.

Call Rights

In the event of a Management Stockholder's termination of service from the Company for any reason, at any time during the period ending on the six-month anniversary of such termination, the Company may repurchase from the Management Stockholder any shares of common stock held by such Management Stockholder or any transferees of such Management Stockholder at a repurchase price equal to the fair value as of the date of the repurchase; provided, that in the event of a Management Stockholder's termination of service from the Company for cause (or a voluntary resignation within 30 days after the occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable), if any, and (ii) the fair value of such common stock as of the date of repurchase; provided, further, that the Company shall be precluded from exercising the foregoing repurchase right until the later of six months after an award vests (in the case of a restricted stock reward) or six months after option exercise (in the case of an Option), in which case the repurchase right may be exercised during the six-month period following the date such repurchase right may be exercised.

As a consequence of the aforementioned put and call rights, the 3,081,444 shares of common stock held by the Management Stockholders are considered to be contingently redeemable for financial reporting purposes.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

12. Stock Option Plans

Share-based payments to employees, including grants of employee stock options, are required to be recognized in the financial statements based on their fair values. This guidance requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such award over the period during which the employee is required to provide service in exchange for the award (vesting period).

RPS, Inc. adopted the 2007 Stock Incentive Plan (the 2007 Incentive Plan) on August 30, 2007. The 2007 Incentive Plan awarded options and restricted stock. In connection with the Merger, on February 18, 2011, a total of 4,571,108 vested options in the 2007 Incentive Plan were cancelled in exchange for the right to receive an amount per share of common stock underlying the applicable stock option equal to the excess, if any, of the Merger consideration of $6.10 per share over the applicable exercise price of such stock option. In addition, a portion of vested options held by senior management were exchanged for options of RPS Parent Holding Corp. The remaining unvested options continue to be governed by the 2007 Incentive Plan, and vesting continuing under the original terms, which was generally over a three year period. The exercise period of awards under the 2007 plan is determined by the Board of Directors or a committee thereof, and may not exceed 10 years from the date of grant.

The RPS Parent Holding Corp. 2011 Stock Incentive Plan adopted on February 18, 2011 (the 2011 Option Plan) authorizes the award of stock-based incentives to eligible participants, including employees of the Company, non-employee directors, and eligible consultants. All stock-based incentives are non-qualified in nature. The 2011 Option Plan provides for three types of awards: time based vesting awards, performance vesting awards and outperformance vesting awards, all of which are described below. The exercise period for these awards cannot exceed ten years from the date of grant. Each option entitles the holder to purchase one share of common stock at the applicable exercise price. The provisions of each type of award are as follows:

Time-Based Vesting awards  —  As long as the participant remains employed by the Company or its subsidiaries on each vesting date, the awards generally vest and become exercisable on the following schedule: (i) 20% on the first anniversary of the grant date, and (ii) 5% on each three-month anniversary beginning on the fifteenth month following the grant date. Time-based vesting shall only occur on the vesting dates, and there will be no proportional or incremental vesting on the interim dates.

Performance vesting awards  —  These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 25% but less than 50%. An internal rate of return equal to or greater than 50% will result in vesting of the entire performance vesting tranche.

Outperformance Vesting  —  These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 50% but less than 75%. An internal rate of return equal to or greater than 75% will result in vesting of the entire outperformance vesting tranche.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

12. Stock Option Plans (Continued)

The following table summarizes activity under the 2007 Incentive Plan and the 2011 Option Plan:

The per share weighted average fair value of the options granted was estimated at $1.04 and $0.64 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and no grants were issued for the period from January 1, 2011 through February 17, 2011 (Predecessor Company).

At December 31, 2012, 1,857,455 options were exercisable at a weighted average exercise price of $0.90 per share. The weighted average remaining contractual life of all outstanding options at December 31, 2012 was 9.2 years. The weighted average remaining contractual life of vested options at December 31, 2012 was 5.6 years.

Stock-based compensation expense for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company); and for the period from January 1, 2011 through February 18, 2011 (Predecessor Company), was approximately $474,000 $413,000, and $190,000, respectively, and is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company recognizes the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of time-based awards options granted but not yet vested as of December 31, 2012 was approximately $1,845,000, net of estimated forfeitures, which is expected to be recognized over the weighted average period of 4.5 years.

25

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

12. Stock Option Plans (Continued)

Valuation of Time-Based Vesting Awards

The per-share weighted average fair value of time-based vesting awards granted was estimated at $1.11 and $1.00 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and no grants were issued for the period from January 1, 2011 through February 17, 2011 (Predecessor Company) on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions which are based upon the Company's history or industry comparative information:

The Company's common stock is not publicly traded, as such the expected volatility has been calculated for each date of grant based on an alternative method (defined as the calculated value). The Company identified similar public entities for which share price information is available and has considered the historical volatility of these entities' share prices in determining its estimated expected volatility. The Company used the average volatility of these guideline companies over the expected term calculated using the simplified method pursuant to FASB guidance. The Company estimates the fair value of its common stock using the market and income valuation approaches, with the assistance of a valuation consultant.

Valuation of Performance and Outperformance Vesting Awards

Of the total 1,342,728 options granted during the year ended December 31, 2012, 610,052 are time-based awards, 562,676 are Performance Vesting awards and 170,000 are Outperformance Vesting awards. Of the total 7,078,538 options granted during the period from February 18, 2011 through December 31, 2011 (Successor Period), 1,961,750 are time-based awards, 1,835,250 are Performance Vesting awards and 3,281,538 are Outperformance Vesting awards. The Performance Vesting awards and Outperformance Vesting awards contain both performance and market conditions. The estimated fair value of these awards on the date of grant will be amortized to expense should the performance condition become probable of achievement. As of December 31, 2012 and 2011, the Company has not recognized any compensation expense to date related to these awards as the achievement of the performance condition is not deemed probable.

The Company estimated the fair value of the Performance Vesting awards and the Outperformance Vesting awards on the dates of grant in 2012 and 2011 by using a risk-neutral lattice methodology within a Monte Carlo simulation model. The primary inputs into the model include the estimated fair value of common stock, the exercise price, the risk free rate, stock price volatility and an estimated time until an exit event. The estimated fair value of the Performance Vesting Awards and Outperformance Vesting awards granted during the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Period) was $647,000 and $80,000; and $1.3 million and $1.1 million, respectively,

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

12. Stock Option Plans (Continued)

which will be recognized to expense when the underlying performance condition is deemed probable of occurrence.

As of February 17, 2011, the unvested options in the 2007 Incentive Plan were carried forward into the Successor period. The number of options and exercise prices were split effected in order to conform with the new equity basis of the Company in the Successor period.

13. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The fair value standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

The fair value guidance describes three levels of input that may be used to measure fair value.

§

Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.



§

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following:



§

Quoted prices for similar assets or liabilities in active markets;



§

Quoted prices for identical or similar assets or liabilities in non-active markets;



§

Inputs other than quoted prices that are observable for substantially the full term of the asset or liability; and



§

Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability.



§

Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

13. Fair Value Measurements (Continued)

The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis at December 31, 2012 and 2011, respectively:

 

The reconciliation of the interest rate collar measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:

Interest rate collars are valued using discounted cash flows. The key input used is the LIBOR rate, which is observable at quoted intervals for the term of the cap. Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill. On February 18, 2011, the Company

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

13. Fair Value Measurements (Continued)

estimated the fair value of intangible assets in connection with the Merger using the income approach and the replacement cost approach. For these assets and liabilities, measurement at fair value in periods subsequent to their initial recognition is applicable if one or more is determined to be impaired.

14. Derivative Financial Instruments

The Company manages interest rate exposure by using an interest rate collar agreement to reduce the variability of cash flows in interest payments for the principal amount of variable-rate debt. In August 2011, the Company entered into interest rate collar agreement with an aggregate notional principal amount of $80,000,000. This collar is used to hedge the variable rate of the Company's Senior Secured Credit Facilities. The Company paid $366,000 to enter into the interest rate collar, which is recorded in long-term assets. The interest rate collar is classified as an ineffective hedge, and changes in the fair value are recorded in interest expense. The fair value of the interest rate collar was $13,812 and $275,331 as of December 31, 2012 and 2011, respectively, and the Company recorded $261,519 and $90,669 of interest expense for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively, in order to mark the interest rate collar to fair value.

15. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various leases. The Company's current lease for its corporate headquarters expires in June 2017. Rent expense under such arrangements, including for rent obligations around the world, was approximately $5,266,000 and $4,520,000 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and $779,000 for the period from January 1, 2011 through February 17, 2011 (Predecessor Company). The Company is the lessee of approximately $1,000,000 of automobiles under capital leases expiring through 2015. The automobiles are recorded at the present value of minimum lease payments and are amortized over their estimated useful lives. Amortization of the assets under capital lease agreements of approximately $298,000 and $365,000 for the year ended December 31, 2012 and the period from February 18, 2011 through December 31, 2011 (Successor Company), respectively; and $61,000 for the period from January 1, 2011 through February 17, 2011 (Predecessor Company), is included in depreciation expense for the respective periods.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Year Ended December 31, 2012

15. Commitments and Contingencies (Continued)

Future minimum lease payments subsequent to December 31, 2012 under capital and non- cancelable operating leases are as follows:

The Company recorded an accrual in the amount of $1.5 million at December 31, 2012 related to outstanding claims in accordance with the European Restructuring Plan (Note 8). This accrual has been recorded based on management's best estimate of the range of the probable loss related to these disputes in accordance with the provisions of ASC 450, Contingencies. These estimates are based on management's assessment of the facts and circumstances for each of the outstanding matters, which includes analyses by external legal counsel. These estimates are subject to considerable judgment.

The Company is involved in various other claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company's financial position, results of operations or cash flows.

16. Subsequent Events

The Company has evaluated subsequent events through March 28, 2013, which represents the date these financial statements were available to be issued.

30

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

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Please see accompanying notes.

31

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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Please see accompanying notes.

32

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

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Please see accompanying notes.

33

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

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Please see accompanying notes.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2013 (UNAUDITED)

1. Business and Organization

RPS Parent Holding Corp. and Subsidiaries (the "Company" or "RPS") is a global next generation clinical research organization (CRO) serving biotechnology and pharmaceutical companies, which the Company refers to collectively as the biopharmaceutical industry. The Company's business model combines the expertise of a traditional CRO with the ability to provide flexible outsourcing solutions that are fully integrated within the Company's clients' clinical infrastructure. The Company is able to leverage its high degree of clinical expertise, industry knowledge and specialization to reduce the expense and time frame of clinical development that meets the varied needs of small, medium and large biopharmaceutical companies.

The Company owns subsidiaries in sixty-three countries along with a joint venture in one country with its core operations located in North America, Latin America, Europe and Asia. The Company's revenues are generated primarily from clients located in the United States.

2. Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting of normal recurring adjustments and accruals) necessary to state fairly the financial position at June 30, 2013, and the results from operations, comprehensive income (loss) and cash flows for the six months ended June 30, 2013 and 2012, in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited consolidated financial statements. The operating results for the interim period are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2013 or any other future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted in accordance with the rules and regulations for interim reporting. These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report for the year ended December 31, 2012.

New Accounting Pronouncements

During the fiscal first quarter of 2013, the Company adopted the Financial Accounting Standards Board (FASB) guidance and amendments related to testing indefinite-lived intangible assets for impairment. Under the amendments in this update, an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to determine the fair value. However, if an entity concludes otherwise, then it is required to determine the fair value of the indefinite-lived intangible asset and perform the quantitative impairment test. An entity also has the option to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to performing the quantitative impairment test. This update became effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. The adoption of this standard is not expected to have a material impact on the Company's results of operations, cash flows or financial position.

New Accounting Pronouncements

In July 2013, the FASB adopted clarifying guidance on the presentation of unrecognized tax benefits when various qualifying tax credits exist. The amendment requires that unrecognized tax benefits be presented on

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

the Consolidated Balance Sheet as a reduction to deferred tax assets created by net operating losses or other tax credits from prior periods that occur in the same taxing jurisdiction. To the extent that the unrecognized tax benefit exceeds these credits, it shall be presented as a liability. This update is required to be adopted for all annual periods and interim reporting periods beginning after December 15, 2013, with early adoption permitted. The adoption of this standard is not expected to have a material impact on the presentation of the Company's financial position.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include highly liquid investments with an original maturity of three months or less from date of purchase.

Restricted Cash and Customer Deposits

The Company receives cash in advance from certain customers specifically for the payment of investigator fees relating to specific projects. Such amounts are recorded as restricted cash and customer deposits in the accompanying condensed consolidated balance sheets.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and accounts receivable. The Company performs periodic evaluations of the financial institutions in which its cash is invested. The majority of the Company's revenues and accounts receivable are derived from biopharmaceutical companies located in the United States. The Company's four largest customers accounted for approximately 23%, 15%, 13% and 13%, respectively, of service revenue for the six months ended June 30, 2013. The Company's three largest customers accounted for approximately 20%, 18% and 10%, respectively, of service revenue for the six months ended June 30, 2012.

The Company's largest customer accounted for approximately 16% of the accounts receivable balance as of June 30, 2013. The Company's two largest customers account for approximately 20% and 15%, respectively, of the accounts receivable balance as of December 31, 2012. No other customers represented more than 10% of service revenues or accounts receivable during these periods.

The Company provides an allowance for doubtful accounts based on experience and specifically identified risks. Accounts receivable are carried at estimated realizable value and charged off against the allowance for doubtful accounts when management determines that recovery is unlikely and the Company ceases collection efforts.

Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

Derivative Financial Instruments

All derivatives are measured at fair value and recognized as either assets or liabilities on the condensed consolidated balance sheets. Derivatives that are not determined to be effective hedges are adjusted to fair value with a corresponding effect on earnings. Changes in the fair value of derivatives that are designated and determined to be effective as part of a hedge transaction have no immediate effect on earnings and depending on the type of hedge, are recorded either as part of other comprehensive income and will be included in earnings in the period in which earnings are affected by the hedged item, or are included in earnings as an offset to the earnings impact of the hedged item. Any ineffective portions of hedges are reported in earnings as they occur. The Company utilizes an interest rate collar agreement to manage changes in market conditions related to debt obligations.

Fair Value of Financial Instruments

The carrying value of financial instruments including cash, accounts receivable, accounts payable, and lines of credit approximates their fair value based on the short-term nature of these instruments. In addition, the carrying value of debt instruments, which do not have readily determinable market values, approximate fair value given that the interest rates on outstanding borrowings approximate market rates.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for repairs and maintenance which do not extend the useful life of the related assets are charged to expense as incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets which range from one to seven years.

Goodwill and Intangible Assets

Intangible assets consist primarily of customer relationships, brand names, proprietary software and information, non-compete agreements and goodwill. Finite-lived intangible assets are amortized on a straight-line basis over the following periods: customer relationships — seven years, proprietary software and information — five years, and non-compete agreements — five years. Indefinite-lived intangible assets are not amortized and consist of the Company's brand name. Goodwill represents the excess of the cost over the estimated fair value of net assets acquired in business combinations.

The Company accounts for goodwill, customer relationships, brand names, proprietary software and information and non-compete agreements in accordance with the FASB guidance for intangible assets. Goodwill is tested for impairment on an annual basis (as of October 1 of each year) and more frequently if an event occurs or circumstances change that would more likely than not reduce the fair value of the Company below its carrying value. If the fair value of the Company is less than the carrying value, goodwill may be impaired, and will be written down to its estimated fair market value, if necessary. For indefinite-lived intangibles, the annual impairment test consists of comparing the fair value of the asset to the carrying value.

Goodwill and Intangible Assets

Definite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

future cash flows, then an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Revenue and Cost Recognition

The majority of the Company's service revenue is derived from fee-for-service contracts. Revenues and the related costs of fee-for-service contracts are recognized in the period in which services are performed. The Company also recognizes revenue under units-based contracts by multiplying units completed by the applicable contract per-unit price. Revenue related to contract modifications is recognized when realization is assured and the amounts are reasonably determinable. Adjustments to contract estimates are reported in the periods in which the facts that require the revisions become known.

FASB guidance requires reimbursable out-of-pocket expenses to be classified as revenue in the statements of income. Reimbursements for out-of-pocket expenses, included in total revenue in the Company's consolidated statements of income, were $19,954,000 and $18,243,000 for the six months ended June 30, 2013 and 2012, respectively.

The Company excludes investigator fees from its out-of-pocket expenses because these fees are funded from the customer's restricted cash and are recorded on a "pass-through basis" without risk or reward to the Company. Investigator fees paid on behalf of clients were approximately $6,206,000 and $7,113,000 for the six months ended June 30, 2013 and 2012, respectively.

Income Taxes

The Company accounts for income taxes using an asset and liability approach which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes and amounts reportable for income tax purposes.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which those temporary differences are expected to be recovered. The Company evaluates the need to establish a valuation allowance for deferred tax assets based on positive and negative evidence including past operating results, the amount of existing temporary differences to be recovered and expected future taxable income. A valuation allowance to reduce the deferred tax assets is established when it is "more likely than not" that some or all of the deferred tax assets will not be realized.

The Company follows the provisions of accounting for uncertainty in income taxes in ASC 740, which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

The Company has recorded a tax benefit for the current period which reflects the fact that it is subject to tax in multiple jurisdictions, consistent with the requirements of ASC 740-270.

Foreign Currency Translation

The financial statements of the Company's foreign subsidiaries have been translated into U.S. dollars. All balance sheet accounts have been translated using the exchange rates in effect at the respective balance sheet date with all translation gains or losses reported as a component of other comprehensive income. The

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

2. Significant Accounting Policies (Continued)

statements of operations' amounts have been translated using average exchange rates in effect over the relevant periods. Foreign currency transactional gains (losses) have been reflected as a component of the Company's condensed consolidated statements of operations within other income (expense), net.

Stock-Based Compensation

Share-based payments to employees, including grants of employee stock options, are required to be recognized in the financial statements based on their estimated fair values. This guidance requires that an entity measure the cost of equity-based service awards based on the grant-date fair value of the award and recognize the cost of such award over the period during which the employee is required to provide service in exchange for the award (vesting period).

Geographic Information

The Company's non-U.S. operations accounted for approximately 20% and 17% of service revenue during the six months ended June 30, 2013 and 2012, respectively. In addition, approximately 26% and 29% of the Company's consolidated tangible assets were located in foreign locations at June 30, 2013 and December 31, 2012, respectively.

3. Restatement

In September 2012, a customer asserted that the Company was not in compliance with a clause contained in its Master Services Agreement (the "Agreement") with the customer. The Company evaluated the customer's assertion and believed that the Company was in compliance with the disputed clause and intended to vigorously defend the matter. However, the Company concluded that there was a reasonable possibility of a potential material loss related to this matter, and accordingly, the potential loss contingency should have been disclosed within the footnotes to the financial statements pursuant to the provisions of ASC 450, Contingencies. The accompanying financial statements have been restated to correct this disclosure error.

On May 5, 2014, the Company and the customer reached a settlement agreement in the amount of $9.0 million regarding this matter. The $9.0 million is payable in installments through December 31, 2017 and amends the terms of the Agreement to eliminate the disputed clause. The settlement agreement stipulates that the Company denies that it failed to comply with the disputed clause, and there is no admission of any wrongdoing by either party.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

4. Joint Venture

In March 2013, the Company entered into a joint venture agreement with Asklep Inc. This joint venture is based in Tokyo, Japan and is 51%-owned and 49%-owned by Asklep Inc. and the Company, respectively. The joint venture will provide research and development outsourcing solutions in Japan to the biopharmaceutical and medical device industries. The Company contributed approximately $346,000 to the joint venture during May of 2013. The joint venture is accounted for under the equity method of accounting. Through June 30, 2013, there has been no substantive activity of the joint venture, and accordingly the $346,000 is included in other long -term assets on the condensed consolidated balance sheet at June 30, 2013.

5. Goodwill and Intangible Assets

There have been no changes in the goodwill balance from December 31, 2012 through June 30, 2013.

The following tables summarize intangible assets and their amortization as of:

The weighted-average amortization period for the intangible assets is 6.1 years at June 30, 2013. In addition, the Company has $24,530,000 capitalized for brand name, as of June 30, 2013 and December 31, 2012, respectively, which has an indefinite life.

The estimated amortization expense for the six months ending December 31, 2013 and each of the four years ending December 31, 2017 and thereafter for the definite-lived intangibles is as follows:

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

6. Restructuring

During the second half of 2012, the Company implemented a restructuring plan to reduce support costs in its European Operations ("European Restructuring Plan"). The Company offered severance benefits to the terminated employees and eliminated approximately 75 positions. The table below outlines the components of the restructuring charges, the payments made, and the remaining accrued balance, for the periods noted:

Of the total charge of $10,100,000 during the year ended December 31, 2012, approximately $3,000,000 is included in direct costs and a total of approximately $7,100,000 is included in selling, general and administrative expenses on the condensed consolidated statement of operations. Of the total cost incurred in 2012, a total of approximately $1,125,000 was recorded during the six months ended June 30, 2012, which is included within selling, general and administrative expenses. Of the total charge of $599,000 recorded in the six months ended June 30, 2013, approximately $384,000 is included in direct costs and $215,000 in selling, general and administrative expenses on the condensed consolidated statement of operations.

In the second quarter of 2013 the Company restructured the U.S operations, ("U.S. Restructuring Plan"). The Company offered severance benefits to the terminated employees and eliminated approximately 30 positions. The table below outlines the components of the restructuring charges, the payments made and the remaining accrued balance for the periods noted:

Of the total charge of $2,073,000, approximately $587,000 is included in direct costs and a total of approximately $1,486,000 is included in selling, general and administrative expenses in the condensed consolidated statement of operations.

The severance and benefits charge of $2,073,000 recorded during the six months ended June 30, 2013 includes a severance of $700,000 for a former executive officer of the Company, all of which remains accrued for as of June 30, 2013. In addition to these severance benefits, the Company also agreed to settle certain vested stock options for cash, and to repurchase common shares held by this executive as well as to repay this executive's outstanding shareholder notes. The option settlements repurchase of common shares and repayment of shareholder notes are scheduled to occur in the second half of 2013, with the exact payment dates and amounts contingent on whether or not a qualifying change of control occurs, as defined. Should a change of control not occur, the aggregate payment to be made to the executive for the option

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

6. Restructuring (Continued)

settlements, repurchase of common shares and repayment of shareholder notes is approximately $678,000. A total of approximately $255,000 of the executive's shareholder notes have been classified as current liabilities as of June 30, 2013, as settlement will occur within the second half of 2013. In addition, should a qualifying change of control occur by December 31, 2013, the executive will also be entitled to a transactional bonus based on the aggregate transaction value ("Transaction Value"), as defined. This transactional bonus would be paid out of the proceeds received from the qualifying change of control.

7. Debt Facilities

On February 18, 2011, the Company entered into the Senior Secured Credit Facilities. The Senior Secured Credit Facilities consist of a six-year $35,000,000 revolving credit facility (the Revolving Credit Facility) and a six-year $80,000,000 term loan facility (the Term Loan Facility). RPS, Inc. is the borrower under the Senior Secured Credit Facilities and Roy RPS Holdings Corp. ("Roy RPS") as well as certain subsidiaries are the guarantors under this facility. The Senior Secured Credit Facilities require quarterly principal payments commencing September 30, 2011 on the Term Loan Facility. The quarterly payments are made as follows: $500,000 for the periods from September 30, 2011 through June 30, 2012, $1,000,000 for the periods from September 30, 2012 through June 30, 2014, $1,500,000 for the periods from September 30, 2014 through June 30, 2015, and $2,000,000 for the periods from September 30, 2015 through December 31, 2016. The final principal payment of $52,000,000 is due on February 17, 2017. Prepayments may be required under defined cash flow events.

In March and April 2012, the Company entered into amendments to the Senior Secured Credit Facilities which, among other modifications, adjusted the applicable margins on both Eurodollar and Base Rate loans, and adjusted certain financial and operating covenant requirements.

The Revolving Credit Facility is available, subject to certain conditions, for general corporate purposes in the ordinary course of business and for other transactions permitted under the Senior Secured Credit Facilities. Borrowings under the Senior Secured Credit Facilities bear interest, at the Company's option, at the base rate or the Eurodollar rate plus a margin. The Revolving Credit Facility is guaranteed by the net assets of Roy RPS and its subsidiaries.

The interest rate on the Term Loan Facility was 6.75% at June 30, 2013 and the interest rate on the Revolving Credit Facility 7.5% at June 30, 2013. At June 30, 2013 there was $13,400,000 in borrowings outstanding on the revolving credit facility.

The Company also agreed to pay a commitment fee on the unused portion of the Revolving Credit Facility of 0.25% to 0.50% per annum based upon the ratio of the Company's profit to debt as defined by the Senior Secured Credit Facilities. The commitment fee on unused borrowings for the Revolving Credit Facility was 0.50% at June 30, 2013.

The Senior Secured Credit Facilities require compliance with certain financial and operating covenants including a minimum consolidated cash interest coverage ratio and a maximum consolidated net leverage ratio. The Company is not permitted to declare, make or pay any cash dividends to RPS Parent Holding Corp. or other parties. The Company was in compliance with all required debt covenants at June 30, 2013. Upon a change in control, any amounts outstanding under the Senior Secured Credit Facilities shall immediately become due and the facilities shall immediately terminate.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

7. Debt Facilities (Continued)

In February 2011, the Company entered into Note Purchase Agreements with Warburg Pincus and other shareholders for an aggregate of $80,000,000 of 9% Subordinated Notes due February 2017. In addition, in April of 2012, the Company entered into an additional Note Purchase Agreement with Warburg Pincus for an additional $10,000,000 of 12% Subordinated Notes due February 2017. We will refer hereinafter to both the 9% Notes and the 12% Notes as "Shareholder Notes" or "Notes". The key provisions of the Shareholder Notes are as follows.

Interest accrues on the principal sum of the Shareholder Notes on a daily basis at an annual rate of 9% for the $80,000,000 of principal and 12% for the $10,000,000 of principal and is due and payable by increasing the principal amount of the Notes in arrears on a semi-annual basis. Any payment-in-kind (PIK) interest and principal will be paid-in-full in cash on the earliest to occur of the maturity date of the Notes (February 2017), a redemption in conjunction with a change of control, or the date under which payment on the Shareholder Notes is no longer restricted under the Senior Secured Credit Facilities and RPS Parent elects to pay the PIK interest. RPS Parent may redeem all or a portion of the Shareholder Notes, at its option and at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest. If less than all of the Shareholder Notes are redeemed, RPS Parent must redeem the Shareholder Notes ratably amongst all the holders of the Shareholder Notes. The holders of a majority of the outstanding principal under the Shareholder Notes may request redemption at a redemption price equal to 100% of the outstanding principal amount plus accrued and unpaid interest upon a change of control.

As long as the Shareholder Notes remain outstanding, the Company will not make any acquisitions, including acquisitions of the stock or assets of another company, except the formation of new subsidiaries and any investment permitted under the terms of the Note Purchase Agreement. As long as the Shareholder Notes remain outstanding, the Company shall not create or enter into any indebtedness other than the Shareholder Notes, indebtedness to subsidiaries, guarantees of subsidiary debt, or other indebtedness not to exceed $12,000,000. The Shareholder Notes are subordinated to the Senior Secured Credit Facilities.

Owners of approximately 4.4% of the Shareholder Notes are members of management (Management Noteholders). The Management Noteholders may request borrowings (the Tax Notes) from the Company in an amount equal to the annual tax liability of each Management Noteholder under the Notes upon the request of the applicable Management Noteholder. Approximately $218,000 of Tax Notes have been issued through June 30, 2013.

The following summarizes the Company's required debt principal payments under the Term Loan Facility for the next five years and thereafter:

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

8. Stockholders' Equity

There are 66,000,000 authorized shares of common stock of RPS Parent Holding Corp. as of June 30, 2013 and December 31, 2012 and 54,443,847 and 54,442,523 shares are issued and outstanding as of June 30, 2013 and December 31, 2012, respectively. The majority of the common stock is owned by affiliates of Warburg Pincus. For so long as Warburg Pincus maintains specified ownership percentages of the Company's common stock, they will be entitled to certain protective provisions as defined in the Stockholders Agreement. These protective provisions would require Warburg Pincus to approve certain significant corporate actions, including any adoption or amendment, modification or supplement to the certificate of incorporation, and incurrence, assumption or any commitment for any indebtedness in excess of $1,000,000, among others.

As of June 30, 2013, 2,709,884 shares of common stock are owned by members of management (Management Stockholders). The Management Stockholders are subject to certain rights and provisions as per the terms of the Stockholders Agreement, which include certain restrictions on the transfer of Management Stockholder shares, tagalong rights, put rights and call rights.

Put Rights

In the event of a Management Stockholder's termination of service from the Company without cause or for cause or a Management Stockholder's resignation at any time during the period ending on the six-month anniversary of such termination of service, the Management Stockholder may cause the Company to repurchase from the Management Stockholder any shares of common stock held by the Management Stockholder at a repurchase price equal to the fair value of such common stock as of the date of repurchase; provided, that in the event of a Management Stockholder's termination of service from the Company for cause (or a voluntary resignation within 30 days after the occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable) of the common stock, if any, and (ii) the fair value of such common stock as of the date of repurchase.

If a Management Stockholder elects to exercise these put rights, such Management Stockholder must also sell to the Company as a condition to the Company's repayment obligations an amount of the aggregate principal amount of the Shareholder Notes (including any accrued but uncompounded interest thereon) held by such Management Stockholder or any transferees of such Management Stockholder equal to the product of (i) the quotient determined by dividing (A) the number of shares of common stock owned by such Management Stockholder proposed to be sold to the Company, divided by (B) the aggregate number of shares of common stock owned by such Management Stockholder, multiplied by (ii) the aggregate principal amount of Stockholder Notes (including any accrued but uncompounded interest thereon) held by such Management Stockholder or any transferees of such Management Stockholder.

Call Rights

In the event of a Management Stockholder's termination of service from the Company for any reason, at any time during the period ending on the six-month anniversary of such termination, the Company may repurchase from the Management Stockholder any shares of common stock held by such Management Stockholder or any transferees of such Management Stockholder at a repurchase price equal to the fair value as of the date of the repurchase; provided, that in the event of a Management Stockholder's termination of service from the Company for cause (or a voluntary resignation within 30 days after the

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

8. Stockholders' Equity (Continued)

occurrence of an event that would be grounds for a termination for cause, as determined by the Board of Directors in good faith) the repurchase price shall equal the lesser of (i) the original exercise price or purchase price (as applicable), if any, and (ii) the fair value of such common stock as of the date of repurchase; provided, further, that the Company shall be precluded from exercising the foregoing repurchase right until the later of six months after an award vests (in the case of a restricted stock reward) or six months after option exercise (in the case of an Option), in which case the repurchase right may be exercised during the six-month period following the date such repurchase right may be exercised.

As a consequence of the aforementioned put and call rights, the 2,709,884 shares of common stock held by the Management Stockholders are considered to be contingently redeemable for financial reporting purposes.

9. Stock Option Plans

The Company adopted the 2007 Stock Incentive Plan (the 2007 Incentive Plan) on August 30, 2007. The 2007 Incentive Plan awarded options and restricted stock. In connection with the acquisition of the Company in February 2011, a total of 4,571,108 vested options in the 2007 Incentive Plan were cancelled in exchange for the right to receive an amount per share of common stock underlying the applicable stock option equal to the excess, if any, of the merger consideration of $6.10 per share over the applicable exercise price of such stock option. In addition, a portion of vested options held by senior management were exchanged for options of RPS Parent Holding Corp. The remaining unvested options continue to be governed by the 2007 Incentive Plan, and vesting continuing under the original terms, which was generally over a three-year period. The exercise period of awards under the 2007 Incentive plan is determined by the Board of Directors or a committee thereof, and may not exceed 10 years from the date of grant.

The RPS Parent Holding Corp. 2011 Stock Incentive Plan adopted on February 18, 2011 (the 2011 Option Plan) authorizes the award of stock-based incentives to eligible participants, including employees of the Company, non-employee directors, and eligible consultants. All stock-based incentives are non-qualified in nature. The 2011 Option Plan provides for three types of awards: time-based vesting awards, performance vesting awards and outperformance vesting awards, all of which are described below. The exercise period for these awards cannot exceed ten years from the date of grant. Each option entitles the holder to purchase one share of common stock at the applicable exercise price. The provisions of each type of award are as follows:

Time-Based Vesting awards  —  As long as the participant remains employed by the Company or its subsidiaries on each vesting date, the awards generally vest and become exercisable on the following schedule: (i) 20% on the first anniversary of the grant date, and (ii) 5% on each three-month anniversary beginning on the fifteenth month following the grant date. Time-based vesting shall only occur on the vesting dates, and there will be no proportional or incremental vesting on the interim dates.

Performance vesting awards  —  These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 25% but less than 50%. An internal rate of return equal to or greater than 50% will result in vesting of the entire performance vesting tranche.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

9. Stock Option Plans (Continued)

Outperformance Vesting awards  —  These awards shall vest and become proportionally exercisable upon a transaction, including a change of control or an initial public offering, in which Warburg Pincus or its affiliates receive proceeds in the form of cash or marketable securities, provided that Warburg Pincus's internal rate of return is greater than 50% but less than 75%. An internal rate of return equal to or greater than 75% will result in vesting of the entire outperformance vesting tranche.

The following table summarizes activity under the 2011 Option Plan:

At June 30, 2013, 2,040,285 options were exercisable at a weighted-average exercise price of $0.99 per share. The weighted-average remaining contractual life of all outstanding options at June 30, 2013 was 8.2 years. The weighted-average remaining contractual life of vested options at June 30, 2013 was 7.1 years.

Stock-based compensation expense for the six months ended June 30, 2013 and June 30, 2012 was approximately $247,000 and $216,000, respectively, and is included in selling, general, and administrative expenses in the accompanying consolidated statements of operations. The Company recognizes the compensation expense of such share-based service awards on a straight-line basis. Total compensation cost of time-based awards options granted but not yet vested as of June 30, 2013 was approximately $1,903,000, net of estimated forfeitures, which is expected to be recognized over the weighted-average period of 4.0 years.

Valuation of Time-Based Vesting Awards

The per-share weighted-average fair value of time-based vesting awards granted was estimated at $1.49 and $1.07 for the six months ended June 30, 2013 and June 30, 2012, respectively; on the date of grant, using the Black-Scholes option-pricing model with the following weighted-average assumptions which are based upon the Company's history or industry comparative information:

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

9. Stock Option Plans (Continued)

The Company's common stock is not publicly traded; as such, the expected volatility has been calculated for each date of grant based on an alternative method (defined as the calculated value). The Company identified similar public entities for which share price information is available and has considered the historical volatility of these entities' share prices in determining its estimated expected volatility. The Company used the average volatility of these guideline companies over the expected term calculated using the simplified method pursuant to FASB guidance. The Company estimates the fair value of its common stock using the market and income valuation approaches, with the assistance of a valuation consultant.

Valuation of Performance and Outperformance Vesting Awards

Of the total 8,935,974 options granted outstanding at June 30, 2013, 3,756,901 are time-based awards, 2,140,035 are Performance Vesting awards and 3,039,038 are Outperformance Vesting awards. The Performance Vesting awards and Outperformance Vesting awards contain both performance and market conditions. The estimated fair value of these awards on the date of grant will be amortized to expense should the performance condition become probable of achievement. As of June 30, 2013, the Company has not recognized any compensation expense to date related to these awards as the achievement of the performance condition is not deemed probable.

The Company estimated the fair value of the Performance Vesting awards and the Outperformance Vesting awards on the dates of grant by using a risk-neutral lattice methodology within a Monte Carlo simulation model. The primary inputs into the model include the estimated fair value of common stock, the exercise price, the risk-free rate, stock price volatility and an estimated time until an exit event. There were no Performance Vesting Awards or Outperformance Vesting Awards issued during the six months ended June 30, 2013. The estimated fair value of the Performance Vesting Awards and Outperformance Vesting awards granted during the year ended December 31, 2012 was $647,000 and $1,300,000 respectively, which will be recognized to expense when the underlying performance condition is deemed probable of occurrence.

10. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The fair value standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

The fair value guidance describes three levels of input that may be used to measure fair value.

§

Level 1 — Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.



§

Level 2 — Financial assets and liabilities whose values are based on quoted prices in markets where trading occurs infrequently or whose values are based on quoted prices of instruments with similar attributes in active markets. Level 2 inputs include the following:



§

Quoted prices for similar assets or liabilities in active markets;



§

Quoted prices for identical or similar assets or liabilities in non-active markets;

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

10. Fair Value Measurements (Continued)

§

Inputs other than quoted prices that are observable for substantially the full term of the asset or liability; and



§

Inputs that are derived principally from or corroborated by observable market data for substantially the full term of the asset or liability.



§

Level 3 — Financial assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. These inputs reflect management's own assumptions about the assumptions a market participant would use in pricing the asset or liability.

The following tables summarize the Company's financial assets and liabilities measured at fair value on a recurring basis at June 30, 2013 and December 31, 2012, respectively:

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

10. Fair Value Measurements (Continued)

The reconciliation of the interest rate collar measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows:

Interest rate collars are valued using discounted cash flows. The key input used is the LIBOR rate, which is observable at quoted intervals for the term of the cap. Assets and liabilities that are measured at fair value on a non-recurring basis include intangible assets and goodwill.

11. Derivative Financial Instruments

The Company manages interest rate exposure by using an interest rate collar agreement to reduce the variability of cash flows in interest payments for the principal amount of variable-rate debt. In August 2011, the Company entered into interest rate collar agreement with an aggregate notional principal amount of $80,000,000. This collar is used to hedge the variable rate of the Company's Senior Secured Credit Facilities. The Company paid $366,000 to enter into the interest rate collar, which is recorded in long-term assets. The interest rate collar is classified as an ineffective hedge, and changes in the fair value are recorded in interest expense. The fair value of the interest rate collar was $5,728 and $13,812 at June 30, 2013 and December 31, 2012, respectively, and the Company recorded $8,084 and $203,117 of interest expense during the six months ended June 30, 2013 and June 30, 2012, respectively, in order to mark the interest rate collar to fair value.

12. Commitments and Contingencies

The Company occupies its corporate headquarters and other offices and uses certain equipment under various operating leases. The Company's current lease for its corporate headquarters expires in June 2017. Rent and equipment expense under such lease arrangements was approximately $4,216,000 and $3,619,000 during the six months ended June 30, 2013 and 2012, respectively. The Company is the

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

12. Commitments and Contingencies (Continued)

lessee of approximately $796,000 of automobiles and equipment under capital leases expiring through 2015. The equipment is recorded at the present value of minimum lease payments and is amortized over its estimated useful life. Amortization of the assets under capital lease agreements of approximately $129,000 and $155,000 for the six months ended June 30, 2013 and 2012, respectively, and is included in depreciation expense.

Future minimum lease payments subsequent to June 30, 2013 under capital and noncancelable operating leases are as follows:

The Company recorded an accrual in the amount of $1,500,000 in the fourth quarter of 2012 related to outstanding claims in accordance with the European Restructuring Plan (Note 6). This accrual was recorded based on management's best estimate of the range of the probable loss related to these disputes in accordance with the provisions of ASC 450, Contingencies. These estimates are based on management's assessment of the facts and circumstances for each of the outstanding matters, which includes analyses by external legal counsel. These estimates are subject to considerable judgment. During the six months ended June 30, 2013, the Company settled certain of these disputes and paid out approximately $630,000 to former employees. The remaining accrued amount of $835,000 as of June 30, 2013 is management's best estimate of the remaining liability for these matters.

The Company is involved in various other claims incidental to the conduct of its business. Management does not believe that any such claims to which the Company is a party, both individually and in the aggregate, will have a material adverse effect on the Company's financial position, results of operations or cash flows.

13. Subsequent Events

On July 24, 2013, the Company entered into a Letter Agreement with the Chief Executive Officer, whereby the officer agreed to terminate employment with the Company effective August 7, 2013. The executive will be entitled to severance benefits pursuant to the provisions of an existing employment agreement. In addition, the Company and executive agreed to the terms of transaction bonuses to be paid to the executive, should a qualifying change of control occur.

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RPS PARENT HOLDING CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

JUNE 30, 2013 (UNAUDITED)

13. Subsequent Events (Continued)

On July 29, 2013, RPS Parent Holding Corp. entered into an agreement and plan of merger (the "RPS Merger Agreement") with Redwood Holdco Parent, Inc. ("RPS Parent") and Redwood Merger Sub, Inc. ("RPS Merger Sub"). The RPS Merger Agreement provides for, upon the terms and subject to the conditions of the RPS Merger Agreement, the merger of RPS Merger Sub with and into RPS Parent Holding Corp., with RPS Parent Holding Corp. continuing as the surviving corporation in the merger as a wholly-owned subsidiary of RPS Parent (the "RPS Merger" and, together with the PRA Merger, the "Mergers"). RPS Parent and RPS Merger Sub are affiliates of Kohlberg Kravis Roberts & Co., L. P. ("KKR") and were formed by investment funds affiliated with KKR in order to acquire RPS Parent Holding Corp.

Pursuant to the RPS Merger Agreement, at the effective time of the RPS Merger, each issued and outstanding share of RPS Parent Holding Corp. (other than (i) any shares owned or held directly or indirectly by RPS Parent or RPS Parent Holding Corp. and (ii) shares owned by RPS Parent Holding Corp.'s stockholders who are entitled to and who properly exercise appraisal rights under Delaware law) will be converted into the right to receive cash (the "RPS Merger Consideration").

Should the merger close, the Company would be obligated to pay an investment banking fee related to the merger, totaling a minimum of 1% of the aggregate Transaction Value, as defined.

The Company has evaluated subsequent events through September 9, 2013, the date on which the condensed consolidated financial statements were available to be issued.

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QuickLinks

Exhibit 99.1

RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES NOTES CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2012
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
RPS PARENT HOLDING CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2013 (UNAUDITED)