ICON plc: ICON Reports Fourth Quarter and Full Year 2025 Results and Provides Outcome of Audit Committee Investigation

Highlights

• Quarter four revenuewas $2,112.5 million. Full year revenue was $8,251 million.
• Quarter four adjusted EBITDA of $327.1 million or 15.5% of revenue; full year adjusted EBITDA of $1,530.7 million or 18.6% of revenue.
• GAAP net income for the quarter of $149.2 million or $1.93 per diluted share. Full year GAAP net income of $229.3 million or $2.90 diluted earnings per share. Quarter fouradjusted net incomeof $195.1 million or $2.52 diluted earnings per share; full year adjusted net income of $989.8 million or $12.53 diluted earnings per share.
• Net business wins in the quarter of $2,868 million; a net book to bill ratio of 1.36. Full year net business wins of $9,033 million; a net book to bill of 1.09. Strong bookings momentum with quarter four gross business wins of $3,233 million and cancellations of $365 million.
• Net debt balance of $2.8 billion at December 31, 2025 with net debt to adjusted EBITDA ratio of 1.8x.
• Free cash flow of $862.0 million for 2025.
• The Audit Committee's investigation into certain accounting practices is complete.
• The Company is restating its consolidated financials to reflect that revenue was overstated by 0.8% of total revenue in full year 2023, and by 1.1% of total revenue in full year 2024. There was no impact on customers, operations, or cash flow.
• Independent from the investigation, management has amended policies and methodologies on cancellations and backlog recognition to provide enhanced visibility into metrics that are relevant to assess current and future financial performance.
• 2026 full-year financial guidance issued with revenue expected in the range of $7,850 $8,150 million and adjusted diluted earnings per share expected in the range of $10.00 $11.00. Adjusted diluted earnings per share to exclude amortization, stock-based compensation, foreign currency gains and losses, restructuring, transaction, integration-related and other adjustments, transaction-related financing costs, fair value movement on investments in equity, goodwill impairment, impairment of non-financial assets and their related taxation effect.

ICON plc (NASDAQ: ICLR), a world-leading clinical research organization, today reported its financial results for the fourth quarter and full year 2025, and announced the outcome of its investigation by the Audit Committee of the Board of Directors into certain accounting practices.

CEO, Mr. Barry Balfe commented, "ICON demonstrated continued commercial momentum through the fourth quarter, underpinned by disciplined execution against our strategic priorities. We achieved notably strong net bookings, with gross awards strengthening, cancellations normalizing and forward-looking indicators encouraging. Our competitive position remains very strong, with established partnerships continuing to deliver, while newer relationships are maturing and increasingly contributing to results. Importantly, the demand environment is also improving, supported by strengthening biotech funding and sustained large pharma investment.

I am also pleased that we have concluded the investigation into certain accounting practices. We identified the issues, rigorously investigated them and are actively building a stronger control environment. This will remain a priority for me, for our Board and for the broader leadership team.

Looking ahead, ICON retains a positional advantage in the drug development industry. Our leading scale, capabilities and customer base are augmented by our strategic investments in differentiated agentic technologies. While near-term financial performance will reflect the headwinds identified in 2025, increasing commercial momentum and a maturing portfolio of strategic partnerships point to sustainable growth into 2027 and beyond."

Fourth Quarter 2025 Results

In quarter four 2025, gross bookings were $3,233 million with cancellations of $365 million. This resulted in net business wins of $2,868 million and a book to bill of 1.36.

Revenue for the fourth quarter was $2,112.5 million. This represents an increase of 2.5% on prior year revenue or 1.1% on a constant currency basis.

GAAP net income was $149.2 million, resulting in diluted earnings per share of $1.93 in quarter four 2025, compared to diluted earnings per share of $3.58 in quarter four 2024, a decrease of 46.1% year over year. Adjusted net income for the quarter was $195.1 million, resulting in adjusted diluted earnings per share of $2.52 compared to $3.86 per share for the fourth quarter 2024.

Adjusted EBITDA for the fourth quarter was $327.1 million or 15.5% of revenue.

The effective tax rate on adjusted net income in quarter four 2025 was 19.0%.

Cash generated from operating activities for the quarter was $234.2 million. During the quarter, $59.3 million was spent on capital expenditure. Additionally, $7.4 million of Term Loan B payments were made during the quarter. At December 31, 2025, the Group had cash and cash equivalents of $647.3 million, compared to cash and cash equivalents of $468.9 million at September 30, 2025 and $538.8 million at December 31, 2024. Net indebtedness as at December 31, 2025 was $2.8 billion.

Backlog Reporting Enhancements

The Company has decided to adjust how it calculates and presents cancellations and its backlog. The changes implemented are intended to provide enhanced visibility into reported metrics that are relevant to assess current and future performance of the business.

Effective October 1, 2025, ICON modified its cancellations policy, such that reported quarterly cancellation amounts now reflect in-period cancellation notifications from customers, in addition to studies that have been inactive, or identified by management as at-risk for cancellation. There is no change to ICON's treatment of awards and their recognition into backlog.

These policy changes resulted in an adjustment to reported backlog of $3.9 billion, resulting in an updated backlog value of $21.1 billion, as of October 1, 2025.

Full Year 2025 Results and 2026 Guidance

Gross business wins were $11,867 million and cancellations were $2,834 million, as determined under the new policy. This resulted in net business wins of $9,033 million and a book to bill of 1.09. As of December 31, 2025, under the new methodology, total backlog was $21.8 billion.

Full year revenue was $8,251.3 million. This represents a year on year increase of 0.8% or 0.1% on a constant currency basis.

GAAP net income was $229.3 million, resulting in $2.90 diluted earnings per share compared to $8.90 per share for the equivalent prior year period, representing a decrease of 67.4%. Adjusted net income was $989.8 million, resulting in an adjusted diluted earnings per share of $12.53 compared to $13.37 per share for the equivalent prior year period. This represents a decrease of 6.3%.

Adjusted EBITDA was $1,530.7 million or 18.6% of revenue, a year on year decrease of 8.4%.

The effective tax rate on adjusted net income in 2025 was 16.9%.

Cash generated from operating activities in 2025 was $1,036.2 million. $174.2 million was spent on capital expenditure. $750.0 million worth of stock was repurchased at an average price of $167 per share. Additionally, $29.8 million of Term Loan B payments were made.

The Company is issuing full-year financial guidance for 2026 with revenue expected in the range of $7,850 $8,150 million, and adjusted diluted earnings per share expected in the range of $10.00 $11.00.

Conclusion of Investigation and Restatement of Financial Statements

The Audit Committee of the Board of Directors has completed its previously announced investigation into certain accounting practices and controls, initiated following concerns reported through Company management.

The investigation primarily focused on revenue recognition practices and concluded that improper adjustments were made to the clinical trial services revenue of the Company from the third quarter of 2023 to the fourth quarter of 2024, which impacted the timing of revenue recognition. The Company also identified errors in determining the estimated cost to complete, the assessment of realizable value, and certain manual adjustments in respect of clinical trial services revenue contracts during 2023, 2024 and 2025. The Company also identified issues with the presentation of unbilled and unearned revenue, where contract assets and liabilities eligible for offset were not fully identified.

As described in the Form 20-F, the Company has concluded that revenue was overstated by $65.3 million for the year ended December 31, 2023 (0.8% total revenue) and by $92.7 million for the year ended December 31, 2024 (1.1% of total revenue). As part of the investigation, ICON identified material weaknesses in its internal control over financial reporting. The Company's entity level controls, including the tone from management, were insufficient to enforce the monitoring and maintenance of a proper environment for effective internal control over financial reporting. Management did not design and operate effective internal controls to prevent material errors to revenue and related accounts.

The Company's current management, under the oversight of the Audit Committee, is committed to remediating the material weaknesses identified above, fostering continuous improvement in internal controls and enhancing its overall internal control environment. The Company's remediation plan includes enhancements in relation to four key areas: oversight of control environment, policies and procedures, training and internal controls over manual adjustments.

The 2025 Annual Report on Form 20-F contains additional details regarding the material weaknesses and actions the Company have taken and continue to take to remediate the identified material weaknesses.

Board of Directors Update

The Company also announced that Mr. Kevin Egan and Mr. Jeff Elliott will join ICON's Board of Directors, effective June 1, 2026 and that Dr. Steve Cutler resigned from the Board effective May 21, 2026.

Mr. Kevin Egan brings a wealth of experience, notably in auditing, after completing a 37-year career in public auditing, including leading PwC Ireland's audit and assurance practice from 2007 2015. He also currently serves as non-executive director and Chair of the Audit Committee at Perrigo plc.

Mr. Jeff Elliott also brings a significant amount of expertise and financial depth, from previous leadership and operational roles. He was Chief Financial Officer of Exact Sciences Corp. from 2016 to 2024, and also served as Chief Operating Officer from 2021 to 2023. Prior to his roles at Exact Sciences, Jeff was a senior equity research analyst covering healthcare companies at Robert W. Baird Co. Additionally, Jeff currently serves as non-executive director on the Boards of Quanterix, Inc. and Sera Prognostics.

Mr. Ciaran Murray, Chairman of the Board, commented, "The Board of ICON is committed to the highest standards of corporate governance and is satisfied that the investigation into certain accounting practices conducted by the Audit Committee on the Board's behalf is complete. A remediation plan to address control weaknesses has been developed by Management and its implementation will be subject to oversight by the Audit Committee. I am also pleased to announce the appointment of Mr. Kevin Egan and Mr. Jeff Elliott to the Board effective June 1, 2026. Their extensive knowledge and expertise across financial-related matters, as well as experience in the healthcare industry, will serve to further strengthen the Board's support of ICON's long-term strategy and growth ambition."

Conference Call Details

ICON will hold a conference call on May 28, 2026 at 08:00 EDT [13:00 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.

Other Information

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained herein are forward-looking statements. All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding the following: anticipated financial results for 2026; the remediation of material weaknesses in the Company's internal control over financial reporting and the implementation of the Company's corrective action plan; the Company's expectations regarding business momentum, demand trends, commercial performance and competitive position; and the Company's expectations with respect to its long-term value creation and growth. You can identify many forward-looking statements by words such as "aims," "anticipates," "believes," "continues," "could," "estimates," "expects," "focused," "guidance," "intends," "look," "may," "opportunities," "plans," "position," "potential," "predicts," "projects," "seeks," "should," "will," "would" and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. These statements are based on management's current expectations and information currently available, including current economic and industry conditions. Actual results may differ materially from those stated or implied by forward-looking statements due to risks and uncertainties associated with the Company's business, and forward-looking statements are not guarantees of future performance. Such risks and uncertainties include, but are not limited to: dependence on the pharmaceutical industry and certain clients; the need to regularly win projects and then to execute them efficiently and correctly; the challenges presented by rapid growth; competition and the continuing consolidation of the industry; the impact of market conditions on demand for the Company's services; risks related to the Company's ability to execute on its commercial strategy and maintain relationships with large pharmaceutical customers; risks relating to the Company's strategic partnerships; the dependence on certain key executives; changes in the regulatory environment; exchange rate fluctuations; inflation and rising labor costs; the risk that material weaknesses in the Company's internal control over financial reporting are not remediated on the timeline expected or at all; the risk that the remediation measures and the corrective action plan do not adequately address the identified material weaknesses; and other factors, including those factors described in the section entitled "Risk Factors" of our Annual Report on Form 20-F most recently filed with the Securities and Exchange Commission. Forward-looking statements speak 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, except to the extent required by law.

Non-GAAP Financial Measures

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 EBITDA, adjusted net income and adjusted diluted earnings per share and free cash flow. Adjusted EBITDA excludes stock-based compensation, foreign currency gains and losses, restructuring, transaction, integration-related and other adjustments, fair value movement on investments in equity, and goodwill impairment, impairment of non-financial assets. Adjusted net income and adjusted diluted earnings per share exclude amortization, stock-based compensation, foreign currency gains and losses, restructuring, transaction, integration-related and other adjustments, transaction-related financing costs, fair value movement on investments in equity, goodwill impairment, impairment of non-financial assets and their related taxation effect. Free cash flow reflects cash generated from operating activities less capital expenditure. 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.

*Our full-year 2026 guidance adjusted diluted earnings per share measures 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 measures without unreasonable efforts. For the same reasons, the Company is unable to address the probable significance of the unavailable information.

ICON plc is a world-leading clinical research organization. Offering deep operational and medical expertise we accelerate innovation, driving emerging therapies forward to improve patient outcomes. From molecule to medicine, we deliver integrated consulting, clinical development, commercialization and post-marketing solutions to pharmaceutical, biotechnology, medical device, government and public health organizations worldwide. With headquarters in Dublin, Ireland, ICON employed approximately 40,100 employees in 97 locations in 55 countries as at December 31, 2025. For further information about ICON, visit: www.iconplc.com.

ICON/ICLR-F

ICON plc CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024 AND DECEMBER 31, 2023 (UNAUDITED)
	Three Months Ended December 31												Year ended December 31,
		2025			2024 As Restated)				2023 As Restated)					2025			2024 As Restated)				2023 As Restated)
	(in thousands, except share and per share data)
Revenue		2,112,517				2,061,867				2,040,603				8,251,340				8,188,990				8,054,926
Costs and expenses:
Direct costs		1,631,779				1,429,127				1,442,117				6,075,746				5,818,061				5,706,187
Selling, general and administrative		179,700				151,445				195,560				780,139				728,348				768,559
Depreciation and amortization		90,290				96,655				149,733				382,996				488,500				585,950
Transaction and integration related		6,128				7,907				9,660				25,269				29,574				44,176
Restructuring		(3,227				46,334								79,069				92,123				45,390
Goodwill impairment														364,248
Impairment of non-financial assets														101,027
Total costs and expenses		1,904,670				1,731,468				1,797,070				7,808,494				7,156,606				7,150,262
Income from operations		207,847				330,399				243,533				442,846				1,032,384				904,664
Interest income		1,492				3,008				1,720				7,109				8,609				5,014
Interest expense		(49,487				(51,429				(81,034				(197,490				(237,237				(336,699
Income before income tax (expense) benefit		159,852				281,978				164,219				252,465				803,756				572,979
Income tax (expense) benefit		(10,658				12,767				19,166				(23,126				(64,630				(18,388
Income before share of earnings from equity method investments		149,194				294,745				183,385				229,339				739,126				554,591
Share of equity method investments																						(383
Net income		149,194				294,745				183,385				229,339				739,126				554,208
Net income per ordinary share:
Basic		1.95				3.60				2.23				2.92				8.96				6.75
Diluted		1.93				3.58				2.21				2.90				8.90				6.70
Weighted average number of ordinary shares outstanding:
Basic		76,522,983				81,785,620				82,399,478				78,423,675				82,482,764				82,101,813
Diluted		77,307,279				82,236,018				83,112,757				78,965,385				83,032,424				82,717,640

ICON plc CONSOLIDATED BALANCE SHEETS AS AT DECEMBER 31, 2025 AND DECEMBER 31, 2024 AND DECEMBER 31, 2023 (UNAUDITED)
	December 31, 2025				December 31, 2024 As Restated)				December 31, 2023 As Restated)
ASSETS	(in thousands)
Current assets:
Cash and cash equivalents		647,295				538,785				378,102
Available for sale investments										1,954
Accounts receivable, net of allowance for credit losses		1,474,898				1,392,764				1,764,404
Unbilled revenue		1,096,592				1,040,174				853,581
Other receivables		116,750				79,487				65,797
Prepayments and other current assets		105,316				140,435				132,105
Income taxes receivable		60,824				83,523				91,254
Total current assets		3,501,675				3,275,168				3,287,197
Non-current assets:
Property, plant and equipment, net		395,724				382,879				361,184
Goodwill		8,731,689				9,051,410				9,022,075
Intangible assets, net		3,247,118				3,559,792				3,855,865
Operating right-of-use assets		128,948				147,602				140,333
Other receivables		75,707				72,796				78,470
Income taxes receivable						11,395
Deferred tax asset		106,871				75,832				72,855
Investments in equity		82,050				57,948				46,804
Total Assets		16,269,782				16,634,822				16,864,783
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable		192,117				173,025				131,584
Unearned revenue		1,550,471				1,467,671				1,566,464
Other liabilities		904,826				909,776				908,151
Income taxes payable		18,999				55,258				13,968
Current bank credit lines, loan facilities and notes		529,762				29,762				110,150
Total current liabilities		3,196,175				2,635,492				2,730,317
Non-current liabilities:
Non-current bank credit lines, loan facilities and notes, net		2,872,616				3,396,398				3,665,439
Lease liabilities		117,122				140,085				126,321
Non-current other liabilities		72,807				82,718				45,246
Non-current income taxes payable		103,251				127,544				187,706
Deferred tax liability		714,427				811,231				898,308
Commitments and contingencies
Total Liabilities		7,076,398				7,193,468				7,653,337
Shareholders' Equity:
Ordinary shares, par value 6 euro cents per share; 100,000,000 shares authorized,
76,567,325 shares issued and outstanding at December 31, 2025, (2024: 80,756,860 and 2023: 82,495,086)		6,305				6,586				6,699
Additional paid-in capital		7,131,956				7,020,231				6,942,669
Other undenominated capital		1,606				1,304				1,162
Accumulated other comprehensive loss		(68,534				(229,929				(143,506
Retained earnings		2,122,051				2,643,162				2,404,422
Total Shareholders' Equity		9,193,384				9,441,354				9,211,446
Total Liabilities and Shareholders' Equity		16,269,782				16,634,822				16,864,783

ICON plc CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024 AND DECEMBER 31, 2023 (UNAUDITED)
	Year ended December 31,
		2025			2024 As Restated)				2023 As Restated)
	(in thousands)
Cash flows provided by operating activities:
Net income		229,339				739,126				554,208
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		382,996				488,500				585,950
Goodwill impairment		364,248
Impairment of non-financial assets		101,027
Impairment of operating right-of-use assets and related property, plant and equipment		3,683				15,731				8,686
Reduction in carrying value of operating right-of-use assets		36,116				39,787				41,546
Loss on equity method investments										383
Acquisition-related gain										(6,160
Amortization of financing costs and debt discount		5,980				23,533				16,402
Stock compensation expense		102,041				45,870				55,667
Deferred tax benefit		(128,919				(102,886				(85,388
Unrealized foreign exchange movements		26,464				6,911				19,706
Other non-cash items		11,333				31,900				24,332
Changes in operating assets and liabilities:
Accounts receivable		(108,213				332,616				(57,378
Unbilled revenue		(61,109				(192,176				118,328
Unearned revenue		68,516				(96,787				46,523
Other net assets		2,703				(45,473				(161,778
Net cash provided by operating activities		1,036,205				1,286,652				1,161,027
Cash flows used in investing activities:
Purchase of property, plant and equipment		(174,214				(168,060				(140,692
Purchase of subsidiary undertakings (net of cash acquired)		(2,537				(84,159				(71,766
Movement of available for sale investments										(241
Proceeds from investments in equity		9,089				2,690
Purchase of investments in equity		(19,871				(17,261				(13,954
Net cash used in investing activities		(187,533				(266,790				(226,653
Cash flows used in financing activities:
Debt issue costs		(750				(12,679
Drawdown of credit lines and loan facilities		50,000				2,317,480				370,000
Repayment of credit lines and loan facilities		(79,762				(2,677,763				(1,265,000
Proceeds from exercise of equity compensation		9,724				36,187				50,973
Share issue costs		(19				(22				(16
Repurchase of ordinary shares		(750,000				(499,998
Share repurchase costs		(450				(388
Net cash used in financing activities		(771,257				(837,183				(844,043
Effect of exchange rate movements on cash		31,095				(21,996				(997
Net increase in cash and cash equivalents		108,510				160,683				89,334
Cash and cash equivalents at beginning of period		538,785				378,102				288,768
Cash and cash equivalents at end of period		647,295				538,785				378,102

ICON plc RECONCILIATION OF NON-GAAP MEASURES FOR EACH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2025 (UNAUDITED)
	Three Months Ended																Year Ended
	March 31, 2025 As Restated)				June 30, 2025 As Restated)				September 30, 2025 As Restated)				December 31, 2025				December 31, 2025
	(in thousands, except share and per share data)
Adjusted EBITDA
Net income		160,812				203,516				(284,183				149,194				229,339
Income tax expense (benefit)		20,351				(20,674				12,791				10,658				23,126
Net interest expense		45,807				48,097				48,482				47,995				190,381
Depreciation and amortization		95,958				97,718				99,030				90,290				382,996
Stock-based compensation expense (a)		12,294				15,433				46,191				30,612				104,530
Foreign currency losses (gains), net (b)		18,095				24,015				(6,860				4,061				39,311
Restructuring (c)		39,346				42,950								(3,227				79,069
Transaction, integration related and other (d)		5,404				6,717				7,020				12,626				31,767
Fair value movement on investments in equity (f)														(15,108				(15,108
Goodwill impairment (g)										364,248								364,248
Impairment of non-financial assets (h)										101,027								101,027
Adjusted EBITDA		398,067				417,772				387,746				327,101				1,530,686
Adjusted net income and adjusted diluted net income per Ordinary Share
Net income		160,812				203,516				(284,183				149,194				229,339
Income tax expense (benefit)		20,351				(20,674				12,791				10,658				23,126
Amortization		58,946				59,057				58,688				50,529				227,220
Stock-based compensation expense (a)		12,294				15,433				46,191				30,612				104,530
Foreign currency losses (gains), net (b)		18,095				24,015				(6,860				4,061				39,311
Restructuring (c)		39,346				42,950								(3,227				79,069
Transaction, integration related and other (d)		5,404				6,717				7,020				12,626				31,767
Transaction-related financing costs (e)		1,465				1,506				1,499				1,510				5,980
Fair value movement on investments in equity (f)														(15,108				(15,108
Goodwill impairment (g)										364,248								364,248
Impairment of non-financial assets (h)										101,027								101,027
Adjusted tax expense (i)		(51,941				(52,206				(50,771				(45,762				(200,680
Adjusted net income		264,772				280,314				249,650				195,093				989,829
Diluted weighted average number of Ordinary Shares outstanding		80,924,355				79,547,444				78,082,459				77,307,279				78,965,385
Adjusted diluted net income per Ordinary Share		3.27				3.52				3.20				2.52				12.53

ICON plc RECONCILIATION OF NON-GAAP MEASURES FOR EACH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2024 (UNAUDITED)
	Three Months Ended																Year Ended
	March 31, 2024 As Restated)				June 30, 2024 As Restated)				September 30, 2024 As Restated)				December 31, 2024 As Restated)				December 31, 2024 As Restated)
	(in thousands, except share and per share data)
Adjusted EBITDA
Net income		148,337				82,776				213,268				294,745				739,126
Income tax expense (benefit)		24,376				14,589				38,432				(12,767				64,630
Net interest expense		69,735				59,603				50,869				48,421				228,628
Depreciation and amortization		149,181				149,635				93,029				96,655				488,500
Stock-based compensation expense (a)		13,181				14,964				13,038				4,687				45,870
Foreign currency (gains) losses, net (b)		(10,814				3,340				19,434				(30,045				(18,085
Restructuring (c)						45,789								46,334				92,123
Transaction and integration related (d)		6,991				6,820				7,856				7,907				29,574
Adjusted EBITDA		400,987				377,516				435,926				455,937				1,670,366
Adjusted net income and adjusted diluted net income per Ordinary Share
Net income		148,337				82,776				213,268				294,745				739,126
Income tax expense (benefit)		24,376				14,589				38,432				(12,767				64,630
Amortization		116,498				116,489				58,026				59,278				350,291
Stock-based compensation expense (a)		13,181				14,964				13,038				4,687				45,870
Foreign currency (gains) losses, net (b)		(10,814				3,340				19,434				(30,045				(18,085
Restructuring (c)						45,789								46,334				92,123
Transaction and integration related (d)		6,991				6,820				7,856				7,907				29,574
Transaction-related financing costs (e)		3,907				16,697				1,462				1,467				23,533
Adjusted tax expense (i)		(52,933				(52,756				(56,946				(54,254				(216,889
Adjusted net income		249,543				248,708				294,570				317,352				1,110,173
Diluted weighted average number of Ordinary Shares outstanding		83,249,303				83,360,841				83,445,827				82,236,018				83,032,424
Adjusted diluted net income per Ordinary Share		3.00				2.98				3.53				3.86				13.37

ICON plc RECONCILIATION OF NON-GAAP MEASURES FOR EACH QUARTER AND TWELVE MONTHS ENDED DECEMBER 31, 2023 (UNAUDITED)
	Three Months Ended																Year Ended
	March 31, 2023 As Restated)				June 30, 2023 As Restated)				September 30, 2023 As Restated)				December 31, 2023 As Restated)				December 31, 2023 As Restated)
	(in thousands, except share and per share data)
Adjusted EBITDA
Net income		108,877				108,045				153,901				183,385				554,208
Share of losses from equity method investments		383																383
Income tax expense (benefit)		12,904				8,266				16,384				(19,166				18,388
Net interest expense		85,479				84,257				82,635				79,314				331,685
Depreciation and amortization		145,126				145,059				146,032				149,733				585,950
Stock-based compensation expense (a)		14,759				16,598				16,465				7,845				55,667
Foreign currency losses (gains), net (b)		1,338				903				(4,706				15,381				12,916
Oncacare (gain) (j)						(6,160												(6,160
Restructuring (c)		9,729				35,661												45,390
Transaction and integration related (d)		11,382				12,701				10,433				9,660				44,176
Adjusted EBITDA		389,977				405,330				421,144				426,152				1,642,603
Adjusted net income and adjusted diluted net income per Ordinary Share
Net income		108,877				108,045				153,901				183,385				554,208
Income tax expense (benefit)		12,904				8,266				16,384				(19,166				18,388
Amortization		114,678				114,617				114,573				115,986				459,854
Stock-based compensation expense (a)		14,759				16,598				16,465				7,845				55,667
Foreign currency losses (gains), net (b)		1,338				903				(4,706				15,381				12,916
Restructuring (c)		9,729				35,661												45,390
Oncacare (gain) (j)						(6,160												(6,160
Transaction and integration related (d)		11,382				12,701				10,433				9,660				44,176
Transaction-related financing costs (e)		4,498				3,401				4,587				3,916				16,402
Adjusted tax expense (i)		(45,897				(44,693				(47,369				(62,450				(200,409
Adjusted net income		232,268				249,339				264,268				254,557				1,000,432
Diluted weighted average number of Ordinary Shares outstanding		82,605,659				82,627,933				82,972,888				83,112,757				82,717,640
Adjusted diluted net income per Ordinary Share		2.81				3.02				3.18				3.06				12.09

(a)	Stock-based compensation expense represents the amount of expense related to the Company's equity compensation programs (inclusive of employer related taxes).
(b)	Foreign currency (gains) losses, net relates to losses or gains that arise in connection with the revaluation, or settlement, of non-US dollar denominated assets and liabilities. We exclude these losses and gains from adjusted EBITDA and adjusted net income because fluctuations from period-to-period do not necessarily correspond to changes in our operating results.
(c)	Restructuring relates to charges incurred in connection with the Company's realignments of its workforce, with the elimination of redundant positions as well as reviewing its global office footprint and optimizing its locations to best fit the requirements of the Company.
(d)	Transaction, integration related and other costs include expenses associated with our acquisitions and any other costs incurred directly related to the integration of these acquisitions. Further, costs incurred in quarter four 2025 relating to the Investigation, including out of scope audit fees resulting from the impact of the investigation, and in defense of the Putative Class Action are classified within this category.
(e)	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.
(f)	Fair value movement on investments in equity. We exclude these movements from adjusted EBITDA and adjusted net income because fluctuations from period-to-period do not necessarily correspond to changes in our operating results.
(g)	Goodwill impairment relates to an impairment of goodwill allocated to the Company's Data Solutions reporting unit.
(h)	Impairment of non-financial assets relates to an impairment of the carrying amount of the property, plant and equipment and intangible assets of the Company's Data Solutions reporting unit.
(i)	Represents the tax effect of adjusted pre-tax income at our estimated effective tax rate.
(j)	On April 20, 2023, the Company completed the purchase of the majority investor's 51% majority voting share capital of Oncacare Limited ("Oncacare"). This gave rise to an acquisition-related gain of $6.2 million. This gain was excluded from adjusted EBITDA and adjusted net income.

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Contacts:

Investor Relations [phone]
Nigel Clerkin Chief Financial Officer [phone]
Kate Haven Vice President Investor Relations [phone]
All at ICON
http://www.iconplc.com