ICON PLC Files 20-F Annual Report for Fiscal Year Ended December 31, 2023

TL;DR

<b>ICON PLC has submitted its 20-F annual report detailing its 2023 fiscal year performance and financial standing.</b>

AI Summary

ICON PLC (ICLR) filed a Foreign Annual Report (20-F) with the SEC on February 23, 2024. ICON PLC filed its 20-F annual report for the fiscal year ending December 31, 2023. The filing covers the period from January 1, 2023, to December 31, 2023. The company's principal executive offices are located in Dublin, Ireland. ICON PLC is classified under SIC code 8731 for Commercial Physical & Biological Research Services. The report was filed on February 23, 2024.

Why It Matters

For investors and stakeholders tracking ICON PLC, this filing contains several important signals. This filing provides a comprehensive overview of ICON PLC's financial health and operational activities for the 2023 fiscal year, crucial for investors assessing the company's performance. As a 20-F filing, it offers detailed information required by the SEC for foreign private issuers, including financial statements and risk factors, enabling a thorough due diligence process.

Risk Assessment

Risk Level: medium — ICON PLC shows moderate risk based on this filing. The filing is a standard annual report (20-F) for a foreign private issuer, which typically contains a broad range of financial and operational information, but does not inherently signal significant positive or negative developments beyond routine disclosure.

Analyst Insight

Investors should review the detailed financial statements and risk factors within the 20-F filing to understand ICON PLC's performance and potential risks for the 2023 fiscal year.

Key Numbers

• 2023-12-31 — Period End Date (Fiscal year end)
• 2024-02-23 — Filing Date (Date the report was submitted)
• 2023 — Fiscal Year (Year covered by the report)

Key Players & Entities

• ICON PLC (company) — Filer of the 20-F report
• 2024-02-23 (date) — Filing date of the 20-F report
• 2023-12-31 (date) — Conformed period of report
• Dublin (location) — City of business and mail address
• 8731 (industry_code) — Standard Industrial Classification code

FAQ

Industry Context

ICON PLC operates in the commercial physical & biological research services sector, providing services to the pharmaceutical and biotechnology industries.

Regulatory Implications

As a foreign private issuer, ICON PLC is subject to SEC regulations requiring annual filings like the 20-F, which details financial performance and business operations.

What Investors Should Do

1. Review the full 20-F filing for detailed financial statements and disclosures.
2. Analyze the risk factors section for potential business and financial risks.
3. Compare ICON PLC's 2023 performance against previous years and industry benchmarks.

Key Dates

• 2024-02-23: Filing Date — Submission of the annual 20-F report
• 2023-12-31: Fiscal Year End — End of the reporting period

Year-Over-Year Comparison

This filing is the 20-F annual report for the fiscal year ended December 31, 2023, replacing previous filings and providing updated financial and operational information.

Key Financial Figures

• $5,515 million — a senior secured term loan facility of $5,515 million and a senior secured revolving loan fac
• $300 million — n initial aggregate principal amount of $300 million (the "Senior Secured Credit Facilities"
• $2,264 million — Facilities"). As of December 31, 2023, $2,264 million of the senior secured term loan facilit
• $500 million — Credit Facilities, the Company, issued $500 million in aggregate principal amount of 2.875%
• $445.0 million — $500 million. As at December 31, 2023, $445.0 million remained undrawn under the senior secur

Filing Documents

• iclr-20231231.htm (20-F) — 3037KB
• exhibit22-2023.htm (EX-2.2) — 14KB
• exhibit121-2023.htm (EX-12.1) — 16KB
• exhibit122-2023.htm (EX-12.2) — 8KB
• exhibit161.htm (EX-16.1) — 3KB
• exhibit231-2023.htm (EX-23.1) — 2KB
• exhibit97.htm (EX-97) — 19KB
• iclr-20231231_g1.gif (GRAPHIC) — 122KB
• iclr-20231231_g10.jpg (GRAPHIC) — 4KB
• iclr-20231231_g11.jpg (GRAPHIC) — 3KB
• iclr-20231231_g2.gif (GRAPHIC) — 1248KB
• iclr-20231231_g3.gif (GRAPHIC) — 268KB
• iclr-20231231_g4.jpg (GRAPHIC) — 623KB
• iclr-20231231_g5.jpg (GRAPHIC) — 55KB
• iclr-20231231_g6.jpg (GRAPHIC) — 76KB
• iclr-20231231_g7.jpg (GRAPHIC) — 3KB
• iclr-20231231_g8.jpg (GRAPHIC) — 3KB
• iclr-20231231_g9.jpg (GRAPHIC) — 3KB
• image_0.jpg (GRAPHIC) — 19KB
• 0001060955-24-000010.txt (&nbsp;) — 21583KB
• iclr-20231231.xsd (EX-101.SCH) — 106KB
• iclr-20231231_cal.xml (EX-101.CAL) — 146KB
• iclr-20231231_def.xml (EX-101.DEF) — 606KB
• iclr-20231231_lab.xml (EX-101.LAB) — 1179KB
• iclr-20231231_pre.xml (EX-101.PRE) — 902KB
• iclr-20231231_htm.xml (XML) — 2261KB

Identity of Directors, Senior Management and Advisors

Item 1. Identity of Directors, Senior Management and Advisors 2

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable 2

Key Information

Item 3. Key Information 2

Information on the Company

Item 4. Information on the Company 21

Unresolved Staff Comments

Item 4A. Unresolved Staff Comments 56

Operating and Financial Review and Prospects

Item 5. Operating and Financial Review and Prospects 57

Directors, Senior Management and Employees

Item 6. Directors, Senior Management and Employees 67

Major Shareholders and Related Party Transactions

Item 7. Major Shareholders and Related Party Transactions 81

Financial Information

Item 8. Financial Information 82

The Offer and Listing

Item 9. The Offer and Listing 82

Additional Information

Item 10. Additional Information 83

Quantitative and Qualitative Disclosures about Market Risk

Item 11. Quantitative and Qualitative Disclosures about Market Risk 91

Description of Securities Other than Equity Securities

Item 12. Description of Securities Other than Equity Securities 92 PART II

Defaults, Dividend Arrearages and Delinquencies

Item 13. Defaults, Dividend Arrearages and Delinquencies 93

Material Modifications to the Rights of Security Holders and Use of Proceeds

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 93

Controls and Procedures

Item 15. Controls and Procedures 93

Reserved

Item 16. Reserved 93

Audit Committee Financial Expert

Item 16A. Audit Committee Financial Expert 93

Code of Ethical Conduct

Item 16B. Code of Ethical Conduct 93

Principal Accountant Fees and Services

Item 16C. Principal Accountant Fees and Services 94

Exemptions from the Listing Standards for Audit Committees

Item 16D. Exemptions from the Listing Standards for Audit Committees 94

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 95

Changes in Registrant's Certifying Accountant

Item 16F. Changes in Registrant's Certifying Accountant 95

Corporate Governance

Item 16G. Corporate Governance 95

Mine Safety Disclosure

Item 16H. Mine Safety Disclosure 95

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 95

Insider Trading Policies

Item 16J. Insider Trading Policies 95

Cybersecurity

Item 16K. Cybersecurity 96 PART III

Financial Statements

Item 17. Financial Statements 96

Financial Statements

Item 18. Financial Statements 97

Exhibits

Item 19. Exhibits 150

Signatures

Signatures 151 General Information As used herein, "ICON plc", "ICON", "ICON Group", the "Company" and "we", "our" or "us" refer to ICON public limited company and its consolidated subsidiaries, unless the context requires otherwise. Unless otherwise indicated, ICON plc's financial statements and other financial data contained in this Form 20-F are presented in United States dollars ("$") and are prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"). In this Form 20-F, references to "U.S. dollars", "U.S.$" or "$" are to the lawful currency of the United States, references to "euro" or "" are to the European single currency adopted by nineteen members of the European Union, references to "pound sterling", "sterling", "", "pence" or "p" are to the lawful currency of the United Kingdom. ICON publishes its consolidated financial statements in U.S. dollars. On July 1, 2021, the Company completed the Acquisition of PRA Health Sciences, Inc. ("PRA") by means of a merger whereby Indigo Merger Sub, Inc., a Delaware corporation and subsidiary of ICON, merged with and into PRA, the parent of the PRA Health Sciences ("the Acquisition" and "the Merger"). Upon completion of the Acquisition, PRA and its subsidiaries became wholly owned subsidiaries within the ICON Group. The financial information presented in this Form 20-F reflect the results of the combined Company for the years ended December 31, 2023 and 2022. The financial information presented for the year ended December 31, 2021 is as previously reported and does not reflect the pre-Merger results of PRA before July 1, 2021, other than where clearly stated and required by GAAP. Cautionary Statement Regarding Forward-looking Statements

Identity of Directors, Senior Management and Advisers

Item 1. Identity of Directors, Senior Management and Advisers. Not applicable.

Offer Statistics and Expected Timetable

Item 2. Offer Statistics and Expected Timetable. Not applicable.

. Key Information

Item 3 . Key Information. A. [Reserved] B. Capitalization and indebtedness The following table presents our capitalization as of December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 (in thousands) Total debt $ 3,806,213 $ 4,701,213 Less debt issuance costs and debt discount (30,624) (47,026) Total Debt, Net $ 3,775,589 $ 4,654,187 Share capital $ 6,699 $ 6,649 Additional paid-in capital 6,942,669 6,840,306 Other undenominated capital 1,162 1,162 Accumulated other comprehensive loss (143,506) (171,538) Retained earnings 2,433,719 1,821,384 Total Shareholders' Equity $ 9,240,743 $ 8,497,963 Total Capitalization $ 13,016,332 $ 13,152,150 On July 1, 2021, the Company completed the acquisition of PRA by means of a merger whereby Indigo Merger Sub, Inc., a Delaware corporation and subsidiary of ICON, merged with and into PRA Health Sciences, Inc., the parent of PRA Health Sciences ("the Acquisition" and "the Merger"). In conjunction with the completion of the merger, ICON entered into a credit agreement providing for a senior secured term loan facility of $5,515 million and a senior secured revolving loan facility in an initial aggregate principal amount of $300 million (the "Senior Secured Credit Facilities"). As of December 31, 2023, $2,264 million of the senior secured term loan facility has been repaid from cash generated by the Company in the period since the completion of the Merger. In addition to the Senior Secured Credit Facilities, the Company, issued $500 million in aggregate principal amount of 2.875% senior secured notes in a private offering ("Senior Secured Notes"). On May 2, 2023, the Company agreed with its lenders to increase the aggregate principal amount of the senior secured revolving loan facility from $300 million to $500 million. As at December 31, 2023, $445.0 million remained undrawn under the senior secured revolving loan facility. C. Reasons for the offer and use of proceeds Not applicable.

View Full Filing

View this 20-F filing on SEC EDGAR