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ICON Reports Fourth Quarter and Full Year 2021 Results

Highlights

DUBLIN–(BUSINESS WIRE)–ICON plc (NASDAQ:ICLR), a world-leading healthcare intelligence and clinical research organisation, today reported its financial results for the fourth quarter and full year ended December 31, 2021.

CEO Dr. Steve Cutler commented, “ICON had an outstanding year in 2021, with exceptional growth across our business as we continue to transform into the world’s largest and most comprehensive healthcare intelligence organisation.  Our world class team aided in the development of 30 customer drug and device approvals in the year, including breakthrough COVID vaccines and therapies.  In the first six months as the new ICON, we have already made significant progress against our initial transaction targets, with a $500m debt repayment on our Term Loan B facility, and an expectation to realize approximately 50% cost synergies by the end of 2022.

Dr. Cutler added , “We continue to see a healthy industry environment and strong customer demand, demonstrated by another record level of bookings in the fourth quarter, representing a book to bill of 1.26x, and 1.27x for the full year 2021.  Additionally, a number of discussions have continued with customers contemplating an expanded or new strategic relationship with ICON, as the increased scale, innovative solutions and best in class performance of new ICON address unmet industry needs. Given this momentum entering the year, we are reaffirming our full year 2022 revenue and adjusted earnings per share guidance, representing growth of 42 – 47% in revenue and 20 – 24% in adjusted earnings per share over full year 2021.

Fourth Quarter 2021 Results

Gross business wins in the fourth quarter were $2,791 million and cancellations were $413 million. This resulted in net business wins of $2,378 million and a book to bill of 1.26.

GAAP revenue for Quarter 4 was $1,885.1 million.  Adjusted revenue for Quarter 4 was $1,881.1 million. This represents a year on year increase of 147.4% or 148.7% on a constant currency basis.

GAAP net income attributable to the Group was $76.5 million. Adjusted net income attributable to the Group for the quarter was $218.0 million resulting in an adjusted diluted earnings per share of $2.63 compared to $2.10 per share for Quarter 4 2020.

Adjusted EBITDA for Quarter 4 was $332.5 million or 17.7% of revenue, a year on year increase of 130.7%.     

Cash generated from operating activities for the quarter was $289.8 million. During the quarter, $47.7 million was spent on capital expenditure. At December 31, 2021, the Group had cash and cash equivalents of $752.2 million, compared to cash and cash equivalents of $1,008.5 million at September 30, 2021 and $840.3 million at the end of December 2020. During the quarter, a $500 million Term Loan B early repayment was made resulting in a net indebtedness balance of $4.682 billion at year end.  Additionally, as of February 18, 2022, the Board of Directors authorized a share repurchase programme up to $100 million to opportunistically buy back shares.

Full Year 2021 Results

Gross business wins were $8,121 million and cancellations were $1,163 million. This resulted in net business wins of $6,958 million and a book to bill of 1.27.

Full year revenue was $5,480.8 million.  This represents a year on year increase of 95.9% or 94.5% on a constant currency basis.

GAAP net income attributable to the Group was $153.2 million. Adjusted net income attributable to the Group was $666.4 million resulting in an adjusted diluted earnings per share of $9.65 compared to $7.36 per share for the equivalent prior year period.

Adjusted EBITDA was $970.0 million or 17.7% of revenue, a year on year increase of 90.6%.

Other Information

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this press release contains certain non-GAAP financial measures, including adjusted revenue, adjusted EBITDA, adjusted net income attributable to the Group and adjusted diluted earnings per share attributable to the Group. Adjusted EBITDA, adjusted net income and adjusted diluted earnings per share exclude amortization, stock compensation, foreign exchange gains and losses and transaction-related / integration-related adjustments.  While non-GAAP financial measures are not superior to or a substitute for the comparable GAAP measures, ICON believes certain non-GAAP information is useful to investors for historical comparison purposes.

To assist investors and analysts with year-over-year comparability for the merged business, we have included Combined Company information. These measures include financial information that combines the stand-alone ICON plc and PRA Health Sciences, Inc. information for revenue and Adjusted EBITDA, and other metrics as if the merger had taken place on January 1, 2020, with conforming adjustments to the current year presentation. Specifically, these financials represent the simple addition of the historical adjusted financials of each company. These combined financials are not intended to represent pro forma financial statements prepared in accordance with GAAP or Regulation S-X.

For the year ended 31 December 2020, GAAP earnings per share attributable to the Group has been computed by dividing net income attributable to the Group plus a GAAP charge associated with non-controlling interest in MeDiNova Research (“MeDiNova”) by the weighted average number of shares outstanding.  ICON purchased a majority shareholding in MeDiNova on May 23, 2019.  ICON exercised its call on the outstanding shares in MeDiNova and derecognised the non-controlling interest effective from March 2020.

ICON will hold a conference call today, February 22nd, 2022 at 09:00 EST [14:00 Ireland & UK].  This call and linked slide presentation can be accessed live from our website at http://investor.iconplc.com.  A recording will also be available on the website for 90 days following the call.  In addition, a calendar of company events, including upcoming conference presentations, is available on our website, under “Investors”.  This calendar will be updated regularly.

This press release contains forward-looking statements. These statements are based on management’s current expectations and information currently available, including current economic and industry conditions. These statements are not guarantees of future performance or actual results, and actual results, developments and business decisions may differ from those stated in this press release. The forward-looking statements are subject to future events, risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements, including, but not limited to, the ability to enter into new contracts, maintain client relationships, manage the opening of new offices and offering of new services, the integration of new business mergers and acquisitions, the impact of COVID-19 on our business, as well as other economic and global market conditions and other risks and uncertainties detailed from time to time in SEC reports filed by ICON, all of which are difficult to predict and some of which are beyond our control. For these reasons, you should not place undue reliance on these forward-looking statements when making investment decisions. The word “expected” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements are only as of the date they are made and we do not undertake any obligation to update publicly any forward-looking statement, either as a result of new information, future events or otherwise. More information about the risks and uncertainties relating to these forward-looking statements may be found in SEC reports filed by ICON, including its Form 20-F, F-1, F-4, S-8, F-3 and certain other reports, which are available on the SEC’s website at http://www.sec.gov.

Our full-year 2022 guidance measures (other than revenue) are provided on a non-GAAP basis without a reconciliation to the most directly comparable GAAP measure because the company is unable to predict with a reasonable degree of certainty certain items contained in the GAAP measures without unreasonable efforts. Such items include, but are not limited to, transaction-related / integration-related expenses, restructuring and related expenses, and other items not reflective of the company’s ongoing operations.

ICON plc is a world-leading healthcare intelligence and clinical research organisation. From molecule to medicine, we advance clinical research providing outsourced services to pharmaceutical, biotechnology, medical device and government and public health organisations. We develop new innovations, drive emerging therapies forward and improve patient lives. With headquarters in Dublin, Ireland, ICON employed approximately 38,330 employees in 142 locations in 53 countries as at December 31, 2021. For further information about ICON, visit: www.iconplc.com.

Source: ICON plc

ICON/ICLR-F

ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020

(UNAUDITED)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

2021

 

December 31,

2020

 

December 31,

2021

 

December 31,

2020

 

 

(in thousands except share and per share data)

 

 

 

 

 

 

 

 

 

Revenue

 

$

1,885,121

 

 

$

760,229

 

 

$

5,480,826

 

 

$

2,797,288

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

Direct costs (excluding depreciation and amortization)

 

1,357,303

 

 

535,347

 

 

3,972,612

 

 

1,979,883

 

Selling, general and administrative expense

 

202,716

 

 

88,140

 

 

585,330

 

 

342,449

 

Depreciation and amortization

 

139,670

 

 

17,145

 

 

314,987

 

 

66,126

 

Transaction and integration-related expenses (credit)

 

15,954

 

 

(262

)

 

198,263

 

 

(759

)

Restructuring

 

24,943

 

 

 

 

31,105

 

 

18,089

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

1,740,586

 

 

640,370

 

 

5,102,297

 

 

2,405,788

 

 

 

 

 

 

 

 

 

 

Income from operations

 

144,535

 

 

119,859

 

 

378,529

 

 

391,500

 

Interest income

 

78

 

 

206

 

 

574

 

 

2,724

 

Interest expense

 

(52,839

)

 

(3,379

)

 

(182,423

)

 

(13,019

)

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

91,774

 

 

116,686

 

 

196,680

 

 

381,205

 

Provision for income taxes

 

(14,616

)

 

(15,169

)

 

(41,334

)

 

(47,875

)

 

 

 

 

 

 

 

 

 

Income before share of earnings from equity method

 

77,158

 

 

101,517

 

 

155,346

 

 

333,330

 

Share of equity method investments

 

(690

)

 

(283

)

 

(2,161

)

 

(366

)

 

 

 

 

 

 

 

 

 

Net income

 

76,468

 

 

101,234

 

 

153,185

 

 

332,964

 

Net income attributable to noncontrolling interest

 

 

 

 

 

 

 

(633

)

Net income attributable to the Group

 

$

76,468

 

 

$

101,234

 

 

$

153,185

 

 

$

332,331

 

 

 

 

 

 

 

 

 

 

Net income per Ordinary Share attributable to the Group:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.94

 

 

$

1.92

 

 

$

2.28

 

 

$

6.20

 

Diluted

 

$

0.92

 

 

$

1.90

 

 

$

2.25

 

 

$

6.15

 

 

 

 

 

 

 

 

 

 

Weighted average number of Ordinary Shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

81,488,189

 

 

52,783,886

 

 

67,110,186

 

 

52,859,911

 

 

 

 

 

 

 

 

 

 

Diluted

 

82,827,674

 

 

53,291,849

 

 

68,068,311

 

 

53,283,585

 

ICON plc

CONDENSED CONSOLIDATED BALANCE SHEETS

AS AT DECEMBER 31, 2021 AND DECEMBER 31, 2020

(UNAUDITED)

 

 

 

 

 

December 31,
2021

 

December 31,

2020

ASSETS

(in thousands)

Current Assets:

 

 

 

Cash and cash equivalents

$

752,213

 

 

$

840,305

 

Available for sale investments

1,712

 

 

1,729

 

Accounts receivable, net of allowance for credit losses

1,342,770

 

 

715,271

 

Unbilled revenue

623,121

 

 

428,684

 

Other receivables

56,760

 

 

35,394

 

Prepayments and other current assets

114,323

 

 

53,477

 

Income taxes receivable

50,299

 

 

28,118

 

Total current assets

2,941,198

 

 

2,102,978

 

 

 

 

 

Other Assets:

 

 

 

Property, plant and equipment, net

336,444

 

 

174,343

 

Goodwill

9,037,931

 

 

936,257

 

Operating right-of-use assets

198,123

 

 

84,561

 

Other non-current assets

70,557

 

 

20,773

 

Non-current income taxes receivable

18,637

 

 

17,230

 

Deferred tax asset

48,392

 

 

12,705

 

Equity method investments

2,373

 

 

4,534

 

Investments in equity-long term

22,592

 

 

15,765

 

Intangible assets

4,710,843

 

 

66,460

 

Total Assets

$

17,387,090

 

 

$

3,435,606

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

Current Liabilities:

 

 

 

Accounts payable

$

90,764

 

 

$

51,113

 

Unearned revenue

1,323,961

 

 

660,883

 

Other liabilities

949,629

 

 

399,769

 

Income taxes payable

59,433

 

 

12,178

 

Current bank credit lines and loan facilities

55,150

 

 

 

Total current liabilities

2,478,937

 

 

1,123,943

 

Other Liabilities:

 

 

 

Non-current bank credit lines and loan facilities

5,381,162

 

 

348,477

 

Non-current operating lease liabilities

159,483

 

 

60,801

 

Non-current other liabilities

41,861

 

 

26,366

 

Non-current government grants

735

 

 

838

 

Non-current income taxes payable

172,109

 

 

14,539

 

Non-current deferred tax liability

1,085,976

 

 

10,406

 

Commitments and contingencies

 

 

 

Total Liabilities

9,320,263

 

 

1,585,370

 

 

 

 

 

Shareholders’ Equity:

 

 

 

Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorised,

 

 

 

81,554,683 shares issued and outstanding at December 31, 2021 and

 

 

 

52,788,093 shares issued and outstanding at December 31, 2020

6,640

 

 

4,580

 

Additional paid-in capital

6,733,910

 

 

617,104

 

Other undenominated capital

1,134

 

 

1,134

 

Accumulated other comprehensive loss

(90,937

)

 

(35,477

)

Retained earnings

1,416,080

 

 

1,262,895

 

Total Shareholders’ Equity

8,066,827

 

 

1,850,236

 

Total Liabilities and Shareholders’ Equity

$

17,387,090

 

 

$

3,435,606

 

ICON plc

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020

(UNAUDITED)

 

 

 

Twelve Months Ended

 

December 31,

2021

 

December 31,

2020

 

(in thousands)

Cash flows from operating activities:

 

 

 

Net income

$

153,185

 

 

$

332,964

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

Depreciation and amortization expense

314,987

 

 

66,126

 

Impairment of long lived assets

20,037

 

 

5,411

 

Reduction in carrying value of operating right-of-use assets

45,339

 

 

28,480

 

Unrealised foreign exchange (gain)/loss

(6,054

)

 

5,979

 

Loss on extinguishment of debt

73,894

 

 

 

Loss on equity method investments

2,161

 

 

366

 

Stock compensation expense

133,844

 

 

26,271

 

Charge/(credit) on interest rate hedge

891

 

 

(910

)

Amortization of financing costs

12,890

 

 

523

 

Deferred tax (benefit)/expense

(60,616

)

 

927

 

Other non-cash items

3,589

 

 

(6,949

)

Changes in operating assets and liabilities, net of acquired assets and assumed liabilities:

 

 

 

Accounts receivable

113,513

 

 

(175,040

)

Unbilled revenue

(17,656

)

 

(5,748

)

Unearned revenue

(69,121

)

 

291,844

 

Other net assets

108,259

 

 

(2,209

)

Net cash provided by operating activities

829,142

 

 

568,035

 

Cash flows from investing activities:

 

 

 

Purchase of property, plant and equipment

(93,750

)

 

(40,885

)

Purchase of subsidiary undertakings

(5,914,475

)

 

(47,931

)

Investment in equity method investments

(2,450

)

 

(2,450

)

Loan to equity method investment

(10,000

)

 

 

Sale of available for sale investments

497

 

 

47,902

 

Purchase of available for sale investments

(480

)

 

 

Purchase of investments in equity – long term

(3,577

)

 

(3,212

)

Net cash used in investing activities

(6,024,235

)

 

(46,576

)

Cash flows from financing activities:

 

 

 

Financing costs

(30,328

)

 

(1,554

)

Drawdown of credit lines and facilities

5,905,100

 

 

350,000

 

Repayment of credit lines and facilities

(877,780

)

 

(350,000

)

Purchase of noncontrolling interest

 

 

(43,923

)

Proceeds from exercise of equity compensation

118,589

 

 

13,203

 

Share issue costs

(853

)

 

(14

)

Repurchase of ordinary shares

 

 

(175,000

)

Share repurchase costs

 

 

(140

)

Settlement of interest rate hedge

 

 

(905

)

Net cash provided by (used in) financing activities

5,114,728

 

 

(208,333

)

Effect of exchange rate movements on cash

(7,727

)

 

6,870

 

Net (decrease) increase in cash and cash equivalents

(88,092

)

 

319,996

 

Cash and cash equivalents at beginning of year

840,305

 

 

520,309

 

Cash and cash equivalents at end of year

$

752,213

 

 

$

840,305

 

ICON plc

RECONCILIATION OF NON-GAAP MEASURES

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020

(UNAUDITED)

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December

31, 2021

 

December

31, 2020

 

December

31, 2021

 

December

31, 2020

 

 

 

(in thousands except share and per share data)

 

 

 

 

 

 

 

Adjusted revenue

 

 

 

 

 

Revenue, as reported

$

1,885,121

 

 

$

760,229

 

 

$

5,480,826 

 

$

2,797,288

 

Acquisition related deferred revenue adjustment (a)

 

 

(4,000

)

 

 

 

 

 

 

 

 

 

Adjusted revenue

 

$

1,881,121

 

 

$

760,229

 

 

$

5,480,826

 

 

$

2,797,288

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

 

 

 

 

 

 

 

Net income attributable to the Group

$

76,468

 

 

$

101,234

 

 

$

153,185

 

 

$

332,331

 

Net income attributable to non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

633

 

Share of equity method investments

 

 

690

 

 

 

283

 

 

 

2,161

 

 

 

366

 

Provision for income taxes

 

 

14,616

 

 

 

15,169

 

 

 

41,334

 

 

 

47,875

 

Net interest expense (b)

 

 

52,761

 

 

 

3,173

 

 

 

181,849

 

 

 

10,295

 

Depreciation and amortization

 

 

139,670

 

 

 

17,145

 

 

 

314,987

 

 

 

66,126

 

Stock-based compensation expense (c)

 

 

19,410

 

 

 

6,402

 

 

 

61,397

 

 

 

27,833

 

Foreign currency losses (gains), net (d)

 

 

(7,968

)

 

 

1,001

 

 

 

(14,314

)

 

 

5,979

 

Restructuring (e)

 

 

24,943

 

 

 

 

 

 

31,105

 

 

 

18,089

 

Acquisition related deferred revenue adjustment (a)

 

 

(4,000

)

 

 

 

 

 

 

 

 

 

Transaction-related / integration-related costs (f)

 

 

15,954

 

 

 

(262

)

 

 

198,263

 

 

 

(759

)

Adjusted EBITDA

 

$

332,544

 

 

$

144,145

 

 

$

969,967

 

 

$

508,768

 

 

 

 

 

 

 

 

 

 

Adjusted net income attributable to the Group and adjusted diluted net income per Ordinary Share attributable to the Group

 

 

 

 

 

 

 

 

Net income attributable to the Group

$

76,468

 

 

$

101,234

 

 

$

153,185

 

 

$

332,331

 

Provision for income taxes

 

 

14,616

 

 

 

15,169

 

 

 

41,334

 

 

 

47,875

 

Amortisation

 

 

114,888

 

 

 

4,806

 

 

 

239,503

 

 

 

19,234

 

Stock-based compensation expense (c)

 

 

19,410

 

 

 

6,402

 

 

 

61,397

 

 

 

27,833

 

Foreign currency losses (gains), net (d)

 

 

(7,968

)

 

 

1,001

 

 

 

(14,314

)

 

 

5,979

 

Restructuring (e)

 

 

24,943

 

 

 

 

 

 

31,105

 

 

 

18,089

 

Acquisition related deferred revenue adjustment (a)

 

 

(4,000

)

 

 

 

 

 

 

 

 

 

Transaction-related / integration-related costs (f)

 

 

15,954

 

 

 

(262

)

 

 

198,263

 

 

 

(759

)

Transaction-related financing costs (g)

 

 

8,484

 

 

 

 

 

 

86,736

 

 

 

 

Adjusted tax expense (h)

 

 

(44,798

)

 

 

(16,675

)

 

 

(130,791

)

 

 

(58,500

)

Adjusted net income attributable to the Group

 

$

217,997

 

 

$

111,675

 

 

$

666,419

 

 

$

392,082

 

 

 

 

 

 

 

 

 

 

Diluted weighted average number of Ordinary Shares outstanding

 

 

82,827,674

 

 

 

53,291,849

 

 

 

 

 

53,283,585

 

 

 

 

 

 

 

 

 

 

Adjusted diluted net income per Ordinary Share attributable to the Group (i)

 

$

2.63

 

 

$

2.10

 

 

$

9.65

 

 

$

7.36

 

ICON plc

RECONCILIATION OF NON-GAAP MEASURES (COMBINED COMPANY)

FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2021 AND DECEMBER 31, 2020

(UNAUDITED)

 

 

 

 

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December

31, 2021

 

December

31, 2020

 

December

31, 2021

 

December

31, 2020

 

 

 

(in thousands except share and per share data)

 

 

 

 

 

 

 

Combined Company adjusted revenue

 

 

 

 

 

Revenue, as reported

$

1,885,121

 

 

$

760,229

 

$

5,480,826

 

 

$

2,797,288

 

Pre-merger PRA Health Sciences Revenue

 

 

 

 

873,458

 

 

1,981,173

 

 

 

3,183,365

 

Combined Company Revenue, before adjustments

 

1,885,121

 

 

 

1,633,687

 

 

7,461,999

 

 

 

5,980,653

 

Acquisition related deferred revenue adjustment (a)

 

 

(4,000

)

 

 

 

 

 

 

 

 

Combined Company adjusted revenue

 

$

1,881,121

 

 

$

1,633,687

 

$

7,461,999

 

 

$

5,980,653

 

 

 

 

 

 

 

 

 

 

Combined Company adjusted EBITDA

 

 

 

 

 

 

 

 

Net income attributable to the Group

$

76,468

 

 

$

101,234

 

$

153,185

 

 

$

332,331

 

Pre-merger PRA Health Sciences Net income attributable to the Group

 

 

 

 

51,257

 

 

128,008

 

 

 

197,043

 

Combined Company Net income attributable to the Group

 

76,468

 

 

 

152,491

 

 

281,194

 

 

 

529,374

 

Net income attributable to non-controlling interest

 

 

 

 

 

 

 

 

 

 

633

 

Share of equity method investments

 

 

690

 

 

 

283

 

 

2,161

 

 

 

366

 

Provision for income taxes

 

 

14,616

 

 

 

40,094

 

 

48,034

 

 

 

109,841

 

Net interest expense (b)

 

 

52,761

 

 

 

10,651

 

 

191,740

 

 

 

53,875

 

Depreciation and amortization

 

 

139,670

 

 

 

50,697

 

 

380,730

 

 

 

197,756

 

Stock-based compensation expense (c)

 

 

19,410

 

 

 

25,202

 

 

98,901

 

 

 

97,246

 

Foreign currency losses (gains), net (d)

 

 

(7,968

)

 

 

14,464

 

 

(20,586

)

 

 

31,478

 

Restructuring (e)

 

 

24,943

 

 

 

 

 

31,105

 

 

 

18,089

 

Acquisition related deferred revenue adjustment (a)

 

 

(4,000

)

 

 

 

 

 

 

 

 

Transaction-related / integration-related costs (f)

 

 

15,954

 

 

 

1,167

 

 

235,115

 

 

 

(42,219

)

Combined Company adjusted EBITDA

 

$

332,545

 

 

$

295,049

 

$

1,248,394

 

 

$

996,439

 

(a)

In Q3 2021, an acquisition related deferred revenue adjustment was reflected representing non-cash adjustments resulting from the revaluation of deferred revenue and the subsequent charge to revenue in connection with business combinations. In Q4 2021, the charge to revenue was reversed as the company has taken the option to early adopt amendments to the relevant accounting standard.

(b)

Net interest expense includes losses on modification or extinguishment of debt.

(c)

Stock-based compensation expense represents the amount of recurring non-cash expense related to the Company’s equity compensation programs (inclusive of employer related taxes).

(d)

Foreign currency losses (gains), net relates to gains or losses that arise in connection with the revaluation of non-US dollar denominated assets and liabilities. We exclude these gains and losses from adjusted EBITDA and adjusted net income because fluctuations from period- to- period do not necessarily correspond to changes in our operating results.

(e)

Restructuring charges incurred relate to charges incurred in connection with the termination of leases at locations that are no longer being used and amounts incurred in connection with the elimination of redundant positions within the organisation.

(f)

Transaction-related / integration-related costs include expenses/credits associated with our acquisitions, share-based compensation expense related to the acceleration of share-based compensation awards and replacement share-based awards, contingent consideration valuation adjustments, and any other costs incurred directly related to the integration of these acquisitions.

(g)

Transaction-related financing costs includes costs incurred in connection with changes to our long-term debt and amortization of financing fees. We exclude these costs from Adjusted EBITDA and Adjusted Net Income because they result from financing decisions rather than from decisions made related to our ongoing operations.

(h)

Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.

(i)

Earnings per share for FY 2021 reflects sum of earnings per share for the four quarters of 2021. FY 2021 EPS calculated using the diluted weighted average number of Ordinary Shares in 2021 would be higher at $9.79.

Contacts

Investor Relations +1888 381 7923 or

Brendan Brennan Chief Financial Officer +353 1 291 2000

Kate Haven Vice President Investor Relations +1888 381 7923

All at ICON.

http://www.iconplc.com

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