United States securities and exchange commission logo
August 19, 2022
Brendan Brennan
Chief Financial Officer
ICON PLC
South County Business Park
Leopardstown
Dublin 18, D18 X5R3, Ireland
Re: ICON PLC
Form 20-F for the
Year Ended December 31, 2021
Form 6-K Furnished
January 12, 2022
Form 6-K Furnished
July 27, 2022
File No. 333-08704
Dear Mr. Brennan:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 6-K Furnished January 12, 2022
Exhibit 99.1, page 1
1. Please present the most
directly comparable GAAP measure to your non-GAAP measure
"adjusted earnings per
share," with a reconciliation between the two. Refer to Rule
100(a)(1) and (2) of
Regulation G and the next to last bullet in Question 102.10 of the
staff's "Non-GAAP
Financial Measures" Compliance Disclosure and Interpretations
("CD&I").
Form 6-K Furnished July 27, 2022
Exhibit 99.1, page 1
2. You present "Combined
Company" financial information, including non-GAAP measures
Brendan Brennan
ICON PLC
August 19, 2022
Page 2
that combine the stand-alone ICON plc and PRA Health Sciences, Inc.
information as if
the merger of these companies had taken place on January 1, 2020. You
state this
information represents the simple addition of the historical adjusted
financials of each
company and the combined financials are not intended to represent pro
forma financial
statements prepared in accordance with GAAP or Regulation S-X. It is
not appropriate to
merely combine information for the pre- and post-transaction periods
without reflecting
all relevant pro forma adjustments required by Article 11 of
Regulation S-X. Please
discontinue your combined company presentation.
3. In connection with the above comment, please consider the guidance in
Question 101.05
of the "Non-GAAP Financial Measures" CD&I regarding any pro forma
non-GAAP
measures that are presented.
Form 20-F for the Year Ended December 31, 2021
Item 15. Controls and Procedures
A. Disclosure Controls and Procedures, page 98
4. It appear your conclusion refers only to a portion of the disclosure
controls and procedures
defined by Exchange Act Rules 13a-15(e) and 15d-15(e). Please confirm
to us and revise
to clarify, if true, that your conclusion is in regard to the entirety
of disclosure controls
and procedures as defined. If not true, explain to us why your
conclusion is limited.
Notes to the Consolidated Financial Statements
Note 17. Disaggregation of Revenue, page 146
5. Please explain to us your consideration of presenting disaggregated
revenue pursuant to
ASC 606-10-50-5 and 6 for each type of revenue disclosed in note 2(c).
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Patrick Kuhn at (202) 551-3308 or Doug Jones at (202)
55-3309 with
any questions.
FirstName LastNameBrendan Brennan Sincerely,
Comapany NameICON PLC
Division of
Corporation Finance
August 19, 2022 Page 2 Office of Trade
& Services
FirstName LastName