Cover
Cover | 12 Months Ended |
Dec. 31, 2023 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2023 |
Current Fiscal Year End Date | --12-31 |
Document Transition Report | false |
Document Shell Company Report | false |
Entity File Number | 333-08704 |
Entity Registrant Name | ICON PLC |
Entity Incorporation, State or Country Code | L2 |
Entity Address, Address Line One | South County Business Park |
Entity Address, Address Line Two | Leopardstown |
Entity Address, City or Town | Dublin 18 |
Entity Address, Postal Zip Code | D18 X5R3 |
Entity Address, Country | IE |
Title of 12(b) Security | ORDINARY SHARES, PAR VALUE €0.06 EACH |
Trading Symbol | ICLR |
Security Exchange Name | NASDAQ |
Entity common stock, shares outstanding (in shares) | 82,495,086 |
Entity Well Known Seasoned Issuer | Yes |
Entity Voluntary Filers | No |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filler Category | Large Accelerated Filer |
Entity Emerging Growth Company | false |
ICFR Auditor Attestation Flag | true |
Document Financial Statement Error Correction [Flag] | false |
Document Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Amendment Flag | false |
Document Fiscal Year Focus | 2023 |
Document Fiscal Period Focus | FY |
Entity Central Index Key | 0001060955 |
Business Contact | |
Document Information [Line Items] | |
Entity Address, Address Line One | South County Business Park |
Entity Address, Address Line Two | Leopardstown |
Entity Address, City or Town | Dublin 18 |
Entity Address, Postal Zip Code | D18 X5R3 |
Entity Address, Country | IE |
Contact Personnel Name | Brendan Brennan |
Contact Personnel Email Address | Brendan.Brennan@iconplc.com |
Country Region | 353 |
City Area Code | 1 |
Local Phone Number | 291-2000 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor firm ID | 1116 |
Auditor name | KPMG |
Auditor location | Dublin, Ireland |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Cash and cash equivalents | $ 378,102 | $ 288,768 |
Available for sale investments (Note 8a) | 1,954 | 1,713 |
Accounts receivable, net of allowance for credit losses (Note 4) | 1,790,322 | 1,731,388 |
Unbilled revenue (Note 4) | 951,936 | 957,655 |
Other receivables | 65,797 | 63,658 |
Prepayments and other current assets | 132,105 | 137,094 |
Income taxes receivable | 91,254 | 48,790 |
Total current assets | 3,411,470 | 3,229,066 |
Non-current Assets: | ||
Property, plant and equipment, net (Note 9) | 361,184 | 350,320 |
Goodwill (Note 10) | 9,022,075 | 8,971,670 |
Intangible assets, net (Note 11) | 3,855,865 | 4,278,659 |
Operating right-of-use assets (Note 15) | 140,333 | 153,832 |
Other receivables | 78,470 | 70,790 |
Income taxes receivable | 0 | 21,380 |
Deferred tax asset (Note 20) | 73,662 | 76,930 |
Investments in equity-long term (Note 8b) | 46,804 | 32,631 |
Total Assets | 16,989,863 | 17,185,278 |
Current Liabilities: | ||
Accounts payable | 131,584 | 81,194 |
Unearned revenue (Note 4) | 1,654,507 | 1,507,449 |
Other liabilities (Note 12) | 915,399 | 1,005,025 |
Income taxes payable | 13,968 | 41,783 |
Current bank credit lines and loan facilities (Note 13) | 110,150 | 55,150 |
Total current liabilities | 2,825,608 | 2,690,601 |
Non-current Liabilities: | ||
Non-current bank credit lines and loan facilities (Note 13) | 3,665,439 | 4,599,037 |
Lease liabilities (Note 15) | 126,321 | 131,644 |
Non-current other liabilities (Note 16) | 45,998 | 38,260 |
Non-current income taxes payable | 186,654 | 239,188 |
Deferred tax liability (Note 20) | 899,100 | 988,585 |
Commitments and contingencies (Note 17) | 0 | 0 |
Total Liabilities | 7,749,120 | 8,687,315 |
Shareholders' Equity: | ||
Ordinary shares par value 6 euro cents per share; 100,000,000 shares authorized, (Note 18). 82,495,086 shares issued and outstanding at December 31, 2023 and 81,723,555 shares issued and outstanding at December 31, 2022. | 6,699 | 6,649 |
Additional paid-in capital | 6,942,669 | 6,840,306 |
Other undenominated capital (Note 18b) | 1,162 | 1,162 |
Accumulated other comprehensive loss (Note 25) | (143,506) | (171,538) |
Retained earnings | 2,433,719 | 1,821,384 |
Total Shareholders' Equity | 9,240,743 | 8,497,963 |
Total Liabilities and Shareholders’ Equity | $ 16,989,863 | $ 17,185,278 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - € / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in EUR per share) | € 6 | € 6 |
Ordinary shares, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued (in shares) | 82,495,086 | 81,723,555 |
Ordinary shares, shares outstanding (in shares) | 82,495,086 | 81,723,555 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue: | |||
Revenue | $ 8,120,176 | $ 7,741,386 | $ 5,480,826 |
Costs and expenses: | |||
Direct costs (excluding depreciation and amortization) | 5,719,949 | 5,527,045 | 3,972,612 |
Selling, general and administrative | 768,559 | 778,753 | 585,330 |
Depreciation and amortization | 585,950 | 569,513 | 314,987 |
Transaction and integration related (Note 6) | 44,176 | 39,695 | 198,263 |
Restructuring (Note 19) | 45,390 | 31,143 | 31,105 |
Total costs and expenses | 7,164,024 | 6,946,149 | 5,102,297 |
Income from operations | 956,152 | 795,237 | 378,529 |
Interest income | 5,014 | 2,345 | 574 |
Interest expense (Note 13) | (336,699) | (229,731) | (182,423) |
Income before income tax expense | 624,467 | 567,851 | 196,680 |
Income tax expense (Note 20) | (11,749) | (59,411) | (41,334) |
Income before share of losses from equity method investments | 612,718 | 508,440 | 155,346 |
Share of losses from equity method investments | (383) | (3,136) | (2,161) |
Net income | $ 612,335 | $ 505,304 | $ 153,185 |
Net income per ordinary share (Note 24): | |||
Basic (USD per share) | $ 7.46 | $ 6.20 | $ 2.28 |
Diluted (USD per share) | $ 7.40 | $ 6.13 | $ 2.25 |
Weighted average number of ordinary shares outstanding (Note 24): | |||
Basic (in shares) | 82,101,813 | 81,532,320 | 67,110,186 |
Diluted (in shares) | 82,717,640 | 82,468,363 | 68,068,311 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 612,335 | $ 505,304 | $ 153,185 |
Other comprehensive income, net of tax | |||
Currency translation adjustment | 26,221 | (89,530) | (60,617) |
Actuarial gain on defined benefit pension plan | 244 | 12,657 | 4,266 |
Amortization of cash flow hedge | 0 | 0 | 113 |
Gain/(loss) on cash flow hedge | 1,567 | (3,728) | 778 |
Total comprehensive income | $ 640,367 | $ 424,703 | $ 97,725 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME - USD ($) $ in Thousands | Total | Ordinary Shares | Additional Paid-in Capital | Other Undenominated Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2020 | 52,788,093 | |||||
Beginning balance at Dec. 31, 2020 | $ 1,850,236 | $ 4,580 | $ 617,104 | $ 1,134 | $ (35,477) | $ 1,262,895 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 153,185 | 153,185 | ||||
Currency translation adjustment | (60,617) | (60,617) | ||||
Actuarial gain on defined benefit pension plan | 4,266 | 4,266 | ||||
Amortization of cash flow hedge | 113 | 113 | ||||
Gain on cash flow hedge | 778 | 778 | ||||
Total comprehensive income | 97,725 | |||||
Exercise of share options (in shares) | 1,065,529 | |||||
Exercise of share options | 118,589 | $ 77 | 118,512 | |||
Issue of restricted share units / performance share units (in shares) | 328,634 | |||||
Issue of restricted share units / performance share units | 23 | $ 23 | ||||
Share based compensation expense | 133,553 | 133,553 | ||||
Share issuance costs | (853) | (853) | ||||
Issue of shares associated with a business combination (in shares) | 27,372,427 | |||||
Repurchase of ordinary shares | 5,658,155 | $ 1,960 | 5,656,195 | |||
Replacement share-based awards issued to acquiree employees | 209,399 | 209,399 | ||||
Ending balance (in shares) at Dec. 31, 2021 | 81,554,683 | |||||
Ending balance at Dec. 31, 2021 | 8,066,827 | $ 6,640 | 6,733,910 | 1,134 | (90,937) | 1,416,080 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 505,304 | 505,304 | ||||
Currency translation adjustment | (89,530) | (89,530) | ||||
Actuarial gain on defined benefit pension plan | 12,657 | 12,657 | ||||
Amortization of cash flow hedge | 0 | |||||
Gain on cash flow hedge | (3,728) | (3,728) | ||||
Total comprehensive income | 424,703 | |||||
Exercise of share options (in shares) | 348,286 | |||||
Exercise of share options | 35,828 | $ 21 | 35,807 | |||
Issue of restricted share units / performance share units (in shares) | 241,116 | |||||
Issue of restricted share units / performance share units | 16 | $ 16 | ||||
Share based compensation expense | 70,606 | 70,606 | ||||
Share issuance costs | (17) | (17) | ||||
Repurchase of ordinary shares (in shares) | (420,530) | |||||
Repurchase of ordinary shares | (99,983) | $ (28) | 28 | (99,983) | ||
Share repurchase costs | $ (17) | (17) | ||||
Ending balance (in shares) at Dec. 31, 2022 | 81,723,555 | 81,723,555 | ||||
Ending balance at Dec. 31, 2022 | $ 8,497,963 | $ 6,649 | 6,840,306 | 1,162 | (171,538) | 1,821,384 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 612,335 | 612,335 | ||||
Currency translation adjustment | 26,221 | 26,221 | ||||
Actuarial gain on defined benefit pension plan | 244 | 244 | ||||
Amortization of cash flow hedge | 0 | |||||
Gain on cash flow hedge | 1,567 | 1,567 | ||||
Total comprehensive income | 640,367 | |||||
Exercise of share options (in shares) | 535,705 | |||||
Exercise of share options | 50,958 | $ 35 | 50,923 | |||
Issue of restricted share units / performance share units (in shares) | 235,826 | |||||
Issue of restricted share units / performance share units | 15 | $ 15 | ||||
Share based compensation expense | 51,456 | 51,456 | ||||
Share issuance costs | $ (16) | (16) | ||||
Ending balance (in shares) at Dec. 31, 2023 | 82,495,086 | 82,495,086 | ||||
Ending balance at Dec. 31, 2023 | $ 9,240,743 | $ 6,699 | $ 6,942,669 | $ 1,162 | $ (143,506) | $ 2,433,719 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net income | $ 612,335 | $ 505,304 | $ 153,185 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 585,950 | 569,513 | 314,987 |
Impairment of long lived assets | 8,686 | 28,767 | 20,037 |
Reduction in carrying value of operating right-of-use assets | 41,546 | 45,215 | 45,339 |
Loss on equity method investments | 383 | 3,136 | 2,161 |
Acquisition-related gain | (6,160) | 0 | 0 |
Charge on cash flow hedge | 2,407 | 0 | 0 |
Amortization of financing costs and debt discount | 16,402 | 17,749 | 12,890 |
Stock compensation expense | 55,667 | 70,523 | 133,844 |
Loss on extinguishment of debt | 0 | 0 | 14,434 |
Loss on issuance of debt | 0 | 0 | 59,460 |
Deferred tax benefit | (85,403) | (124,985) | (60,616) |
Unrealized foreign exchange movements | 19,706 | (13,009) | (6,054) |
Other non-cash items | 24,332 | 11,324 | 4,480 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (83,296) | (420,695) | 113,513 |
Unbilled revenue | 4,716 | (332,592) | (17,656) |
Unearned revenue | 134,566 | 192,944 | (69,121) |
Other net assets | (170,810) | 10,121 | 108,259 |
Net cash provided by operating activities | 1,161,027 | 563,315 | 829,142 |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (140,692) | (142,160) | (93,750) |
Purchase of subsidiary undertakings (net of cash acquired) | (71,766) | 0 | (5,914,475) |
Investment in equity method investments | 0 | 0 | (2,450) |
Loan to equity method investment | 0 | 0 | (10,000) |
Sale of available for sale investments | 2,616 | 481 | 497 |
Purchase of available for sale investments | (2,857) | (482) | (480) |
Proceeds from investments in equity - long term | 0 | 1,906 | 500 |
Purchase of investments in equity - long term | (13,954) | (5,612) | (4,077) |
Net cash used in investing activities | (226,653) | (145,867) | (6,024,235) |
Cash flows from financing activities: | |||
Financing costs | 0 | 0 | (30,328) |
Drawdown of credit lines and facilities | 370,000 | 75,000 | 5,905,100 |
Repayment of credit lines and facilities | (1,265,000) | (875,000) | (877,780) |
Proceeds from the exercise of equity compensation | 50,973 | 35,844 | 118,589 |
Share issue costs | (16) | (17) | (853) |
Repurchase of ordinary shares | 0 | (99,983) | 0 |
Share repurchase costs | 0 | (17) | 0 |
Net cash (used in)/provided by financing activities | (844,043) | (864,173) | 5,114,728 |
Effect of exchange rate movements on cash | (997) | (16,720) | (7,727) |
Net increase/(decrease) in cash and cash equivalents | 89,334 | (463,445) | (88,092) |
Cash and cash equivalents at beginning of year | 288,768 | 752,213 | 840,305 |
Cash and cash equivalents at end of year | $ 378,102 | $ 288,768 | $ 752,213 |
Description of business
Description of business | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of business | Description of Business ICON plc and its subsidiaries ("the Company" or "ICON") is a clinical research organization ("CRO"), providing outsourced development services on a global basis to the pharmaceutical, biotechnology and medical device industries. We specialize in the strategic development, management and analysis of programs that support all stages of the clinical development process from compound selection to Phase I-IV clinical studies. Our mission is to improve the lives of patients by accelerating the development of our customers' drugs and devices through innovative solutions. We believe that we are one of a select group of CROs with the expertise and capability to conduct clinical trials in most major therapeutic areas on a global basis and have the operational flexibility to provide development serv ices on a stand-alone basis or as part of an integrated "full-service" solution. At December 31, 2023 we had approximately 41,100 employees, in 106 locations in 53 countries. During the year ended December 31, 2023, we derived approximate ly 40.4%, 48.7% and 10.9% of our revenue in the United States, Europe and Rest of World, respectively. ICON’s ordinary shares are traded on the NASDAQ Global Select Market under the symbol “ICLR”. We began operations in 1990 and have expanded our business through internal growth, together with a number of strategic acquisitions to enhance our capabilities and expertise in certain areas of the clinical development process. We are incorporated in Ireland and our principal executive office is located at: South County Business Park, Leopardstown, Dublin 18, Republic of Ireland. The contact telephone number of this office is +353 1 2912000. |
Summary of Significant accounti
Summary of Significant accounting policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant accounting policies | Summary of Significant Accounting Policies The accounting policies noted below were applied in the preparation of the accompanying financial statements of the Company and are in conformity with accounting principles generally accepted in the United States. Basis of consolidation The consolidated financial statements include the financial statements of the Company and all of its subsidiaries. All significant intercompany profits, transactions and account balances have been eliminated. The results of subsidiary undertakings acquired in the period are included in the Consolidated Statement of Operations from the date of acquisition. Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The principal management estimates and judgments used in preparing the financial statements relate to revenue recognition, intangible assets acquired in a business combination and income taxation. Disclosure of fair value of financial instruments Cash, cash equivalents, other receivables, available for sale investments, accounts receivable, accounts payable, investigator payments and income taxes payable have carrying amounts that approximate fair value due to the short term maturities of these instruments. Other liabilities' carrying amounts approximate fair value based on the net present value of estimated future cash flows. Debt is measured at amortized cost. Financial instruments are measured in the Consolidated Balance Sheet at amortized cost or fair value using a fair value hierarchy of valuation inputs. The fair value hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The Company classifies its investments in short-term debt or equity as available for sale, as it does not actively trade such securities nor does it intend to hold them to maturity. The fair value of short term investments are represented by Level 1 fair value measurements – quoted prices in active markets for identical assets. The changes in fair value are recognized in equity until disposal or sale, at which time, those unrealized movements from prior periods are recognized in the Consolidated Statement of Operations. Losses, other than temporary, which reduce the carrying amount below cost are recognized in the Consolidated Statement of Operations. Business combinations The cost of a business combination is measured as the aggregate of the fair value of assets received, liabilities assumed and equity instruments issued in exchange for control. The Company records and allocates to its reporting units the excess of the cost over the fair value of the net assets acquired, known as goodwill. Where a business combination agreement provides for an adjustment to the cost of the acquisition which is contingent upon future events, the amount of the estimated adjustment is recognized at the acquisition date at the fair value of the contingent consideration. Accounting for contingent consideration, after the acquisition, depends on the classification of the contingent consideration. Equity-classified contingent consideration is not remeasured after the acquisition date and subsequent settlement is accounted for within equity. Contingent consideration, which is classified as a liability or an asset, is remeasured to fair value at each reporting date until the contingency is resolved. The changes in fair value are recognized in earnings, unless the arrangement is a derivative which has been designated as a hedging instrument in a cash flow hedging relationship, in which case, the changes are initially recognized in other comprehensive income/loss. The assets, liabilities and contingent liabilities of businesses acquired are measured at their fair values at the date of acquisition. In the case of a business combination which is completed in stages, the fair values of the identifiable assets, liabilities and contingent liabilities are determined at the date of each exchange transaction. When the initial accounting for a business combination is determined provisionally, any subsequent adjustments to the provisional values allocated to the identifiable assets, liabilities and any contingent liabilities are made within twelve months of the acquisition date and presented as adjustments to goodwill in the reporting period in which the adjustments are determined. Foreign currencies and translation of subsidiaries The Company's financial statements are prepared in United States dollars. The financial statements of subsidiaries with other functional currencies are translated at period end rates for the Consolidated Balance Sheets and average rates for the Consolidated Statements of Operations. Translation gains and losses arising are reported as a movement on accumulated other comprehensive income/loss. Transactions in currencies other than the functional currency of the subsidiaries of the Company are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiaries of the Company are translated into the functional currency of that entity at exchange rates prevailing at the balance sheet date. Adjustments resulting from these translations are charged or credited to income. Foreign currency gains and losses on intercompany transactions classified as long-term investments are reported in other comprehensive income/loss as currency translation adjustments. Amounts charged or credited to the Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Amounts charged/(credited) $ 12,916 $ (25,997) $ (14,316) Revenue recognition The Company earns revenues by providing a number of different services to its customers. These services, which are integral elements of the clinical development process, include clinical trials management, consulting, contract staffing, data services and laboratory services. These services, which are described below, can be purchased collectively or individually as part of a clinical trial contract. There is not significant variability in how economic factors affect these services. Contracts range in duration from a number of months to several years. ASC 606 requires application of five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation(s), which have been applied to revenue recognized from each service described below. Clinical trial service revenue A clinical trial service is a single performance obligation satisfied over time, i.e. the full-service obligation in respect of a clinical trial (including those services performed by investigators and other parties) is considered a single performance obligation. Promises offered to the customer are not distinct within the context of the contract. ICON is the contract principal in respect of both direct services and in the use of third parties (principally investigator services) that support the clinical research projects. The transaction price is determined by reference to the contract or change order value (total service revenue and pass-through/ reimbursable expenses) adjusted to reflect a realizable contract value. Revenue is recognized over time as the single performance obligation is satisfied. The progress towards completion for clinical service contracts is measured based on an input measure being total project costs incurred (inclusive of pass-through/ reimbursable expenses) at each reporting period as a percentage of forecasted total project costs. Laboratory services revenue Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the products or services are transferred to the customer. Revenue for laboratory services is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Where contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated relative selling price of the promised good or service. Service revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The determination of the methodology to measure progress requires judgment and is based on the nature of services provided. This requires an assessment of the transfer of value to the customer. The right to invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or time-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the amount invoiced since that amount corresponds to the value of the Company's performance and the transfer of value to the customer. Contracting services revenue The Company has availed of the practical expedient which results in recognition of revenue on a right to invoice basis. Application of the practical expedient reflects the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the performance completion to date. This reflects hours performed by contract staff. Consulting services revenue Our consulting services contracts represent a single performance obligation satisfied over time. The transaction price is determined by reference to contract or change order value. Revenue is recognized over time as the performance obligation is satisfied. The progress towards completion for consulting contracts is measured based on total project inputs (time) at each reporting period as a percentage of forecasted total project inputs. Data services revenue The Company provides data reports and analytics to customers based on agreed-upon specifications, including the timing of delivery, which is typically either weekly, monthly, or quarterly. If a customer requests more than one type of data report or series of data reports within a contract, each distinct type of data report is a separate performance obligation. The contracts provide for the Company to be compensated for the value of each deliverable. The transaction price is determined using list prices, discount agreements, if any, and negotiations with the customers, and generally includes any out-of-pocket expenses. Typically, the Company bills in advance of services being provided with the amount being recorded as unearned revenue. When multiple performance obligations exist, the transaction price is allocated to performance obligations on a relative standalone selling price basis. In cases where the Company contracts to provide a series of data reports, or in some cases data, the Company recognizes revenue over time using the “units delivered” output method as the data or reports are delivered. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the services performed. Certain arrangements include upfront customization or consultative services for customers. These arrangements often include payments based on the achievement of certain contractual milestones. Under these arrangements, the Company contracts with a customer to carry out a specific study, ultimately resulting in delivery of a custom report or data product. These arrangements are a single performance obligation given the integrated nature of the service being provided. The Company typically recognizes revenue under these contracts over time, using an output-based measure, generally time elapsed, to measure progress and transfer of control of the performance obligation to the customer. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the service performed. The Company enters into contracts with some of its larger data suppliers that involve non-monetary terms. The Company issues purchase credits to be used toward the data supplier's purchase of the Company's services based on the fair value of the data obtained. In exchange, the Company receives monetary discounts on the data received from the data suppliers. The fair value of the revenue earned from the customer purchases is recognized as services are delivered as described above. At the end of the contract year, any unused customer purchase credits may be forfeited or carried over to the next contract year based on the terms of the data supplier contract. Commissions Incremental costs of obtaining a contract are recognized as an asset on the Consolidated Balance Sheet in respect of those contracts that exceed one year. Where commission costs relate to contracts that are less than one year, the practical expedient is applied as the amortization period of the asset which would arise on deferral would be one year or less. Reimbursable expenses Reimbursable expenses comprise investigator payments and certain other costs which are reimbursed by clients under terms specific to each contract to the investigators. The Company includes reimbursed expenses in revenue and direct costs as the Company is primarily responsible for fulfilling the promise to provide the specified service, including integration of the related services into a combined output to the customer. Direct costs Direct costs consist of compensation, associated employee benefits and share-based payments for project-related employees and other direct project-related costs. Reimbursable expenses are presented within direct costs. This presentation is to align the presentation of costs with our assessment that our clinical trial service is a single performance obligation satisfied over time. Reimbursable expenses are recorded once the activity which forms the basis for the cost has occurred. Payments are made based on predetermined contractual arrangements. Timing of payments may differ from the timing of the expense. Cash and cash equivalents Cash and cash equivalents include cash and highly liquid investments with initial maturities of three months or less and are stated at cost, which approximates market value. Investments in debt, equity and other Available for sale investments The Company classifies short-term investments as available for sale. The investments are reported at fair value, with unrealized gains or losses reported in a separate component of shareholders' equity. Any differences between the cost and fair value of the investments are represented by accrued interest and unrealized gains/losses. Realized gains and losses are determined using specific identification. Long term investments The Company classifies its interests in funds having considered the nature of its investment, the extent of influence over operating and financial decisions and the availability of readily determinable fair values. The Company determined that the interests in funds at December 31, 2023 and December 31, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2023 and December 31, 2022 qualify for the Net Asset Value ("NAV") practical expedient in ASC Topic 820, Fair value Measurements ("ASC 820") . Any increases or decreases in fair value are recognized in earnings in the period. Equity method investments The Company’s investments that are not consolidated are accounted for under the equity method if the Company exercises significant influence that is considered to be greater than minor. These investments are classified as equity method investments on the Consolidated Balance Sheet. The Company records its pro rata share of the earnings/losses of these investments in Share of losses in equity investments in the Consolidated Statement of Operations. The Company reviews equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Accounts receivable, net and unbilled revenue Accounts receivable and unbilled revenue are recorded at fair value less an estimate of the credit losses expected to be incurred on the Company's accounts receivable portfolio. The Company's estimate of expected credit losses considers historical credit loss information that is adjusted, where necessary, for current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The Company's receivables and unbilled services are predominantly due from large and mid-tier pharmaceutical and biotechnology companies that share similar risk characteristics. The Company monitors their portfolio of receivables and unbilled services for any deterioration in current or expected credit quality (for example, expected delinquency level), and adjusts the allowance for credit losses as required. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense in the Consolidated Statement of Operations. Losses are charged against the allowance when management believes the uncollectibility of a previously provisioned amount is confirmed. Accounts receivable early payment discounting Where the Company enters into an agreement to sell certain portfolios of its accounts receivable balances, the sale is accounted for in accordance with ASC Topic 860, Transfers and Servicing ("ASC 860"). Agreements which result in true sales of the transferred receivables, as defined in ASC 860, are excluded from amounts reported in the Consolidated Balance Sheet. Cash proceeds received from such sales are included in operating cash flows. Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed using the straight line method based on the estimated useful lives of the assets as listed below: Estimated Useful Life Buildings 40 years Computer equipment and software 2 - 8 years Office furniture and fixtures 8 years Laboratory equipment 5 years Motor vehicles 5 years Leasehold improvements are amortized using the straight line method over the estimated useful life of the asset or the lease term, whichever is shorter. Leases The Company determines if an arrangement is a lease at inception and reassess if there are changes in terms and conditions of the contract. Finance leases, if any, are depreciated on the same basis as property, plant and equipment. At December 31, 2023 and December 31, 2022, the Company did not account for any leases as finance leases. Operating leases are included in operating right-of-use ("ROU") assets, other liabilities and non-current operating lease liabilities on our Consolidated Balance Sheet with the lease charge recognized on a straight-line basis over the lease term. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at the lease commencement date. Our lease terms may also include options to extend or terminate. The Company actively reviews options to extend or terminate leases and adjusts the ROU asset and lease liability when it is reasonably certain the option will be exercised. The ROU asset is adjusted for any prepayments made at the date of commencement and any initial direct costs incurred. As most of the Company's leases do not provide an implicit rate, the discount rate used is based on the rate of traded corporate bonds available at the commencement date adjusted for country risk, liquidity and lease term. The Company accounts for lease and non-lease components separately with lease components flowing through the Consolidated Balance Sheet and non-lease components expensed directly to the Consolidated Statements of Operations. Leasehold improvements are amortized over the shorter of the depreciable lives of the corresponding fixed assets or the lease term including any applicable renewals. Certain property leases include variable lease payments resulting from periodic rent increases based on an index which cannot be reasonably estimated at the lease commencement date. These costs are expensed as incurred on the Consolidated Statements of Operations. In some cases, the Company enters into sublease agreements and becomes both a lessee and a lessor for the same underlying asset. Subleases are accounted for as operating leases separately from the lease they relate to, but similar in manner as all other leases. ROU assets for operating leases are occasionally reduced by impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. Intangible assets Intangible assets are measured at fair value at the date of acquisition and amortized on a straight-line basis over their respective estimated useful lives. The Company has no indefinite-lived intangible assets. The Company evaluates its intangible assets for impairment when indicators of impairment exist. Intangible assets are amortized on a straight-line basis over their estimated useful lives, as set forth in the table below: Estimated Useful Life Customer relationships 16 - 23 years Order backlog 3 years Trade names 3 years Patient database 7 years Technology assets 5 years The Company periodically assesses the estimated useful lives of intangible assets to evaluate whether what was established at acquisition continues to be appropriate. Impairment of goodwill and long-lived assets Goodwill is tested for impairment annually, or more frequently, if an event or circumstance indicates that an impairment loss may have been incurred. The annual impairment test for goodwill includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs the quantitative goodwill impairment test. The Company may also chose to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the quantitative assessment. The Company recognizes an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value. Long-lived 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 the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined through various valuation techniques including discounted cash flow models and third-party independent appraisals, as considered necessary. Assets to be disposed of are reported at the lower of the carrying amount of the asset or fair value less selling costs. Debt issuance costs Debt issuance costs relating to the Company’s long-term debt are recorded as a direct reduction of long-term debt; these costs are deferred and amortized to interest expense using the effective interest method, over the respective terms of the related debt. Debt issuance costs relating to the Company’s revolving credit facilities are recorded as an asset; these costs are deferred and amortized to interest expense using the straight-line method. Early repayment of debt facilities can result in modification of the debt and the acceleration of the amortization of debt issuance costs. Derivative financial instruments The Company uses derivative financial instruments to reduce exposures to interest rates. Derivatives are recorded on the Consolidated Balance Sheet at fair value at each balance sheet date utilizing pricing models for non-exchange-traded contracts. Our accounting policies for derivative financial instruments are based on whether they meet the criteria for designation as cash flow or fair value hedges. A designated hedge of the exposure to variability in the future cash flows of an asset or a liability, or of a forecast transaction, is referred to as a cash flow hedge. A designated hedge of the exposure to changes in fair value of an asset or a liability is referred to as a fair value hedge. The criteria for designating a derivative as a hedge include the assessment of the instrument's effectiveness in risk reduction, matching of the derivative instrument to its underlying transaction and the probability that the underlying transaction will occur. For derivatives with cash flow hedge accounting designation, we report the gain or loss from the effective portion of the hedge as a component of Other Comprehensive Income and reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings and within the same Consolidated Statement of Operations line item as the impact of the hedged transaction. For derivatives with fair value hedge accounting designation, we recognize gains or losses from the change in fair value of these derivatives, as well as the offsetting change in the fair value of the underlying hedged item, in earnings. Fair value gains and losses arising on derivative financial instruments not qualifying for hedge accounting are reported in our Consolidated Statement of Operations. Income taxes The Company applies the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the provision of income taxes in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions will more likely than not be sustained. Recognized income tax positions are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. Interest and penalties related to income taxes are included in income tax expense and classified with the related liability on the Consolidated Balance Sheet. The Company accounts for the impact of Global Intangible Low-Taxed Income ("GILTI") in the period it arises and has therefore not provided for deferred taxes in respect of this item. Government grants Government grants received relating to capital expenditures are shown by deducting the grant from the asset's carrying amount and crediting them to income on a basis consistent with the depreciation policy of the relevant assets. Grants relating to categories of operating expenditures are shown as deferred income and credited to income in the period in which the expenditure to which they relate is charged. Under the grant agreements, amounts received may become repayable in full should certain circumstances specified within the grant agreements occur, including downsizing by the Company, disposing of the related assets, ceasing to carry on its business or the appointment of a receiver over any of its assets. The Company has not recognized any loss contingency having assessed as remote the likelihood of these events arising. Research and development credits Research and development credits are available to the Company under the tax laws in certain jurisdictions, based on qualifying research and development spend as defined under those tax laws. Research and development credits may be recognized as a reduction of income tax expense. However, certain tax jurisdictions provide refundable credits that are not wholly dependent on the Company's ongoing income tax status or income tax position. In these circumstances the benefit of these credits is not recorded as a reduction to income tax expense, but rather as a reduction of operating expenditure. Pension costs The Company contributes to defined contribution plans covering all eligible employees. The Company contributes to these plans based upon various fixed percentages of employee compensation and such contributions are expensed as incurred. The Company operates, through certain subsidiaries, a defined benefit plan for certain employees located in the United Kingdom and Switzerland. The Company accounts for these plans in accordance with ASC Subtopic 715-30, Defined Benefit Plans – Pension . The Company also maintains various retirement plans across the Group, many of which are required by local employment laws. Share-based compensation The Company accounts for its share options, Restricted Share Units ("RSUs") and Performance Share Units ("PSUs") in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation ("ASC 718") . Share-based compensation expense for share options awarded to employees and directors is estimated at the grant date based on each option's fair value as calculated using the Black-Scholes option-pricing model. Share-based compensation for RSUs and PSUs awarded to employees and directors is calculated based on the market value of the Company's shares on the date of award of the RSUs and PSUs. The value of awards expected to vest is recognized as an expense over the requisite service periods. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Estimating the grant date fair value of share options as of the grant date using an option-pricing model, such as the Black-Scholes model, is affected by the Company's share price as well as assumptions regarding a number of complex variables. These variables include, but are not limited to, the expected share price volatility over the term of the awards, risk-free interest rates and the expected term of the awards. Liability classified awards are measured at the fair value of the award on the grant date and remeasured at each reporting period at fair value until the award is settled. Replacement awards In connection with the completion of the Merger, the company issued replacement awards to the holders of PRA equity awards on July 1, 2021. An exchange of share-based |
Disaggregation of Revenue
Disaggregation of Revenue | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue Revenue disaggregated by customer profile is as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Top client $ 721,309 $ 683,546 $ 441,173 Clients 2-5 1,453,508 1,506,087 1,291,946 Clients 6-10 1,188,943 1,112,636 752,325 Clients 11-25 1,743,539 1,585,739 1,077,073 Other 3,012,877 2,853,378 1,918,309 Total $8,120,176 $7,741,386 $5,480,826 Accounts receivable and unbilled revenue are as follows: December 31, 2023 December 31, 2022 (in thousands) Billed services (accounts receivable) $ 1,821,855 $ 1,751,950 Allowance for credit losses (note 5) (31,533) (20,562) Accounts receivable (net) 1,790,322 1,731,388 Unbilled services (unbilled revenue) 951,936 957,655 Accounts receivable and unbilled revenue, net $ 2,742,258 $ 2,689,043 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) December 31, 2023 December 31, 2022 $ Change % Change Unbilled services (unbilled revenue) $ 951,936 $ 957,655 $ (5,719) (0.6) % Unearned revenue (payments on account) (1,654,507) (1,507,449) (147,058) 9.8 % Net balance $ (702,571) $ (549,794) $ (152,777) 27.8 % Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. We record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets are recorded as unbilled revenue and therefore contract assets rather than accounts receivable when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations or billed in advance of the revenue being earned. Unbilled services/revenue balances arise where invoicing or billing is based on the timing of agreed milestones related to service contracts for clinical research. Contractual billing arrangements in respect of certain reimbursable expenses (principally investigators) require billing by the investigator to the Company prior to billing by the Company to the customer. As there is no contractual right of set-off between unbilled services (contract assets) and unearned revenue (contract liabilities), each are separately presented gross on the Consolidated Balance Sheet. The Company is the contract principal in respect of both direct services and in the use of third parties (principally investigator services) that support a clinical trial. The progress towards completion for clinical service contracts is measured based on total project costs (including reimbursable costs). Amounts owed to investigators and others in respect of reimbursable expenses at December 31, 2023 and December 31, 2022 were $333.0 million and $406.3 million (see note 12 - Other liabilities ). Unbilled services as at December 31, 2023 decreased by $5.7 million as compared to December 31, 2022. Unearned revenue increased by $147.1 million over the same period resulting in an increase of $152.8 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2022 and December 31, 2023. These fluctuations are primarily due to the timing of payments and invoicing related to the Company's clinical trial management contracts. Billings and payments are established by contractual provisions including predetermined payment schedules which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. Unbilled services arise from long-term contracts when a cost-based input method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer. The credit loss expense recognized on the Company's receivables and unbilled services was $24.6 million and $17.8 million for the year ended December 31, 2023 and 2022, respectively. As of December 31, 2023 approximately $14.8 billion of revenue is expected to be recognized in the future in respect of unsatisfied performance obligations compared to $13.7 billion as of December 31, 2022. As of December 31, 2023 the Company expects to recognize revenue on approximately 52% |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Contract Balances | Disaggregation of Revenue Revenue disaggregated by customer profile is as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Top client $ 721,309 $ 683,546 $ 441,173 Clients 2-5 1,453,508 1,506,087 1,291,946 Clients 6-10 1,188,943 1,112,636 752,325 Clients 11-25 1,743,539 1,585,739 1,077,073 Other 3,012,877 2,853,378 1,918,309 Total $8,120,176 $7,741,386 $5,480,826 Accounts receivable and unbilled revenue are as follows: December 31, 2023 December 31, 2022 (in thousands) Billed services (accounts receivable) $ 1,821,855 $ 1,751,950 Allowance for credit losses (note 5) (31,533) (20,562) Accounts receivable (net) 1,790,322 1,731,388 Unbilled services (unbilled revenue) 951,936 957,655 Accounts receivable and unbilled revenue, net $ 2,742,258 $ 2,689,043 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) December 31, 2023 December 31, 2022 $ Change % Change Unbilled services (unbilled revenue) $ 951,936 $ 957,655 $ (5,719) (0.6) % Unearned revenue (payments on account) (1,654,507) (1,507,449) (147,058) 9.8 % Net balance $ (702,571) $ (549,794) $ (152,777) 27.8 % Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. We record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets are recorded as unbilled revenue and therefore contract assets rather than accounts receivable when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations or billed in advance of the revenue being earned. Unbilled services/revenue balances arise where invoicing or billing is based on the timing of agreed milestones related to service contracts for clinical research. Contractual billing arrangements in respect of certain reimbursable expenses (principally investigators) require billing by the investigator to the Company prior to billing by the Company to the customer. As there is no contractual right of set-off between unbilled services (contract assets) and unearned revenue (contract liabilities), each are separately presented gross on the Consolidated Balance Sheet. The Company is the contract principal in respect of both direct services and in the use of third parties (principally investigator services) that support a clinical trial. The progress towards completion for clinical service contracts is measured based on total project costs (including reimbursable costs). Amounts owed to investigators and others in respect of reimbursable expenses at December 31, 2023 and December 31, 2022 were $333.0 million and $406.3 million (see note 12 - Other liabilities ). Unbilled services as at December 31, 2023 decreased by $5.7 million as compared to December 31, 2022. Unearned revenue increased by $147.1 million over the same period resulting in an increase of $152.8 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2022 and December 31, 2023. These fluctuations are primarily due to the timing of payments and invoicing related to the Company's clinical trial management contracts. Billings and payments are established by contractual provisions including predetermined payment schedules which may or may not correspond to the timing of the transfer of control of the Company's services under the contract. Unbilled services arise from long-term contracts when a cost-based input method of revenue recognition is applied and revenue recognized exceeds the amount billed to the customer. The credit loss expense recognized on the Company's receivables and unbilled services was $24.6 million and $17.8 million for the year ended December 31, 2023 and 2022, respectively. As of December 31, 2023 approximately $14.8 billion of revenue is expected to be recognized in the future in respect of unsatisfied performance obligations compared to $13.7 billion as of December 31, 2022. As of December 31, 2023 the Company expects to recognize revenue on approximately 52% |
Allowances for Credit Losses
Allowances for Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Allowance for Credit Losses | Allowance for Credit Losses The Company does business with most major international pharmaceutical companies. Provision for credit losses at December 31, 2023 and December 31, 2022 comprises: December 31, 2023 December 31, 2022 (in thousands) Opening provision $ 20,562 $ 7,081 Amounts used during the year (13,358) (3,913) Amounts provided during the year 24,550 17,800 Foreign exchange (221) (406) Closing provision $ 31,533 $ 20,562 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations BioTel Research LLC Acquisition On October 2, 2023, the Company acquired the entire outstanding equity interests of BioTel Research LLC (“BioTel”), a leading provider of medical imaging and cardiac safety monitoring services, from BioTelemetry Inc. in exchange for initial cash consideration of $68.1 million . Cash acquired amounted to $1.4 million. The purchase price allocation, as of the date of acquisition, was based on a preliminary valuation and may be subject to revision. Preliminarily, the BioTel acquisition resulted in the initial recognition of intangible assets of $36.4 million and goodwill of $23.4 million . Preliminary g oodwill arising in connection with the acquisition is primarily attributable to the assembled workforce of BioTel and the expected synergies of the acquisition. The goodwill recognized is deductible for income tax purposes. Oncacare Limited Acquisition On April 20, 2023, the Company completed the purchase of the majority investor's 51% majority voting share capital of Oncacare Limited ("Oncacare") for $5.1 million, such that Oncacare and its subsidiaries became wholly-owned subsidiaries of the ICON Group. The Oncacare acquisition resulted in goodwill of $13.4 million and also gave rise to an acquisition-related gain of $6.2 million . PRA Health Sciences, Inc. Acquisition On July 1, 2021 (the "Merger Date"), 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"). The combined company has retained the name ICON and brought together approximately 38,000 (as at the Merger date) employees across the globe, creating the world's largest clinical research organization with a singular focus on clinical research and commercialization. The Merger was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805 , Business Combinations. The combined company leverages its enhanced operations to transform clinical trials and accelerate biopharma customers’ commercial success through the development of much needed medicines and medical devices. The combined company has a renewed focus on leveraging data, applying technology and accessing diverse patient populations to speed up drug development. Upon completion of the Merger, pursuant to the terms of the Merger Agreement, PRA became a wholly owned subsidiary of the ICON Group. Under the terms of the Merger, PRA shareholders received, per share, $80 in cash and 0.4125 shares of ICON stock. In the years ended December 31, 2023, December 31, 2022 and December 31, 2021, the Company incurred Merger-related expenses of $44.2 million, $39.7 million and $198.3 million, respectively, which were accounted for separately from the business combination and expensed as incurred within the “Transaction and integration related” line item of the Consolidated Statement of Operations. The costs consist of investment banking fees, advisory costs, professional fees, retention agreements with employees, accelerated share-based compensation charges and ongoing integration activities. In the years ended December 31, 2023, December 31, 2022 and December 31, 2021 the Company incurred approximate ly $16.4 million, $17.7 million and $86.7 million of Merger-related financing fees which are included in the “Interest expense” line item in the Consolidated Statement of Operations. The Merger Date fair value of the consideration transferred consisted of the following: (in thousands) Fair value of cash consideration $ 5,308,646 Fair value of ordinary shares issued to acquiree stockholders 5,658,126 Fair value of replacement share-based awards issued to acquiree employees 209,399 Repayment of term loan obligations and accrued interest * 865,800 $ 12,041,971 * This represents the portion of PRA debt paid by ICON. PRA also paid $401.6 million from available cash to settle debt obligations that existed at the Merger Date. The following table summarizes the allocation of the consideration transferred based on the Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill: July 1, (in thousands) Cash and cash equivalents $ 259,971 Accounts receivable and unbilled revenue 934,308 Other current assets 125,156 Fixed assets 156,851 Operating lease right-of-use assets 180,601 Goodwill * 8,084,314 Intangible assets 4,919,000 Deferred tax assets 25,190 Other assets 33,928 Accounts payable (50,259) Accrued expenses and other current liabilities (380,048) Current portion of operating lease liabilities (36,506) Unearned revenue (739,278) Non-current portion of operating lease liabilities (147,204) Deferred tax liabilities (1,119,762) Other non-current liabilities (204,291) Net assets acquired $ 12,041,971 * The goodwill in connection with the Merger is primarily attributable to the assembled workforce of PRA and the expected synergies of the Merger. None of the goodwill recognized is deductible for income tax purposes. The following table summarizes the fair value of identified intangible assets and their respective useful lives as of the Merger Date: Estimated Fair Value Estimated Useful Life (in thousands) Customer relationships $ 3,938,000 23 years Order backlog 500,000 3 years Trade names 202,000 3 years Patient database 168,000 7 years Technology assets 111,000 5 years $ 4,919,000 At June 30, 2022, the Company completed its review of the July 1, 2021 acquisition balance sheet of PRA and completed the final valuation associated with certain assets acquired and liabilities assumed. In the period since the Merger Date, the Company recognized certain measurement period adjustments as shown in the table below: Measurement period adjustments (in thousands) Cash and cash equivalents $ — Accounts receivable and unbilled revenue — Other current assets 14,465 Fixed assets (6,137) Operating lease right-of-use assets (11,744) Goodwill 70,436 Intangible assets * 44,000 Deferred tax assets (147,039) Other assets (1,166) Accounts payable — Accrued expenses and other current liabilities (37,496) Current portion of operating lease liabilities 1,865 Unearned revenue ** 19,623 Non-current portion of operating lease liabilities 10,454 Non-current deferred tax liabilities 193,837 Other non-current liabilities (151,098) * In the year ended December 31, 2022, the Company incurred a $2.2 million amortization expense which related to the year ended December 31, 2021 due to the timing of the measurement period adjustment. ** The unearned revenue measurement period adjustment also includes $16.0 million as a result of the early adoption of ASU 2021-08 'Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers' in Quarter 4 2021. |
Fair Value
Fair Value | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value The Company records certain assets and liabilities at fair value. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy that prioritizes the inputs used to measure fair value is described below. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity. This includes certain pricing models, discounted cash flow methodologies, and similar techniques that use significant unobservable inputs. The carrying amounts of financial instruments, including cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturities of these instruments. As of December 31, 2023, the fair value of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total (in thousands) Assets: Available for sale securities (short-term) (a) $ 1,954 $ — $ — $ — $ 1,954 Available for sale investments (long-term) (b) — — — 46,804 46,804 Derivative instruments (c) — — — — — Total assets $ 1,954 $ — $ — $ 46,804 $ 48,758 Liabilities: Derivative instruments (c) — 2,411 — — 2,411 Total Liabilities $ — $ 2,411 $ — $ — $ 2,411 As of December 31, 2022, the fair value of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total (in thousands) Assets: Available for sale securities (short-term) (a) $ 1,713 $ — $ — $ — $ 1,713 Available for sale investments (long-term) (b) — — — 32,631 32,631 Derivative instruments (c) 12 12 Total assets $ 1,713 $ 12 $ — $ 32,631 $ 34,356 Liabilities: Derivative instruments (c) — 3,670 — — 3,670 Total liabilities $ — $ 3,670 $ — $ — $ 3,670 (a) Represents the fair value of highly liquid investments with maturities greater than three months, a minimum "A-" rated fixed term deposit and are based on quoted market prices. (b) To determine the classification of interests in long-term investments, the Company considered the nature of its investment, the extent of influence over operating and financial decisions and the availability of readily determinable fair values. The Company determined that the interests in funds at December 31, 2023 and December 31, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2023 and December 31, 2022 qualify for the NAV practical expedient in ASC 820. Any increases or decreases in fair value are recognized in net income in the period. (c) Represents the fair value of the interest rate caps and the interest rate swap. Non-recurring Fair Value Measurements Certain assets and liabilities are carried on the Consolidated Balance Sheet at cost and are not re-measured to fair value on a recurring basis. These assets include finite-lived intangible assets that are tested for impairment when a triggering event occurs and goodwill that is tested for impairment annually or when a triggering event occurs. As of December 31, 2023, assets carried on the balance sheet and not re-measured to fair value on a recurring basis totaled approximately $12,878.0 million (December 31, 2022: $13,250.4 million ) and are identified as Level 3 assets. These assets are comprised of goodwill of $9,022.1 million (December 31, 2022: $8,971.7 million ) and intangible assets of $3,855.9 million (December 31, 2022: $4,278.7 million ). The estimated fair value of the Company’s debt was $3,793.5 million at December 31, 2023 (December 31, 2022: $4,650.3 million). The fair values of the Senior Secured Credit Facilities and Senior Secured Notes were determined based on Level 2 inputs, which are based on rates at which the debt is traded among financial institutions. The fair value of the senior secured revolving loan facility is recorded as its carrying value, due to the short term duration. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments (a) Available for sale investments (short-term) As at December 31, 2023, the Company held $2.0 million of available for sale investments (December 31, 2022: $1.7 million). Short-term investments comprise highly liquid investments with maturities of greater than three months and minimum "A-" rated fixed term deposits. The Company classifies its short- term investments as available for sale. Short term investments at December 31, 2023 have an average maturity of 3.6 years compared to 2.8 years at December 31, 2022. The contractual maturity of certain investments in the portfolio is greater than 12 months; however, classification as short-term investments reflects the Company's practice and intention in respect of these investments. The Company recognizes the unrealized losses in equity as these unrealized losses on short-term investments have been considered as temporary. (b) Available for sale investments (long-term) The Company entered into subscription agreements with a number of funds. During the year ended December 31, 2023, capital totaling $14.0 million (December 31, 2022: $3.7 million) had been advanced under the terms of the subscription agreements. The Company determined that the interest in funds meets the definition of equity securities without readily determinable fair values. The Company therefore concluded that the interests held at December 31, 2023 and December 31, 2022 qualify for the NAV practical expedient in ASC 820. There was an increase in fair value of $0.2 million (December 31, 2022: $6.3 million) recognized in net income during the year bringing the carrying value of the subscriptions to $46.8 million at December 31, 2023 (December 31, 2022: $32.6 million). At (c) Equity method investments On July 24, 2020, the Company obtained a 49% interest in the voting share capital of Oncacare in exchange for consideration of $4.9 million. At that time, the Company’s investment in Oncacare was accounted for under the equity method due to the Company's ability to exercise significant influence over Oncacare. The Company recorded its pro rata share of the earnings/losses of this investment in 'Share of losses in equity investments' in the Consolidated Statement of Operations. The Company has recorded losses of $0.4 million, $3.1 million and $2.2 million representing its pro rata share of the losses in Oncacare during the year ended December 31, 2023, December 31, 2022 and December 31, 2021, respectively. On April 20, 2023, the Company completed the purchase of the majority investor's 51% majority voting share capital of |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, net | Property, Plant and Equipment, net The carrying amount of Property, Plant and Equipment for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) Cost Land $ 3,724 $ 3,724 Buildings 70,072 70,880 Computer equipment and software 550,119 500,135 Office furniture and fixtures 45,856 50,600 Laboratory equipment 56,217 59,946 Leasehold improvements 55,000 65,167 Motor vehicles 79 41 781,067 750,493 Less accumulated depreciation and asset write offs (419,883) (400,173) Property, plant and equipment (net) $ 361,184 $ 350,320 The depreciation expense recognized by the Company was $126.1 million , $106.4 million , and $75.5 million for the twelve months ended December 31, 2023, 2022, and 2021, respectively. The Company regularly updates its register of property, plant and equipment and during the year ended December 31, 2023 and the year ended December 31, 2022, certain fully depreciated assets were written off as they were no longer used by the Company. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The change in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) Opening goodwill $ 8,971,670 $ 9,037,931 Current year acquisitions (note 6) 36,750 — Prior period acquisition (note 6) — (35,692) Foreign exchange movement 13,655 (30,569) Closing goodwill $ 9,022,075 $ 8,971,670 There were no goodwill impairment losses for the years ended December 31, 2023 and 2022. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The carrying amount of Intangible Assets for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Cost (in thousands) Customer relationships $ 4,090,393 $ 4,076,435 Order backlog 541,302 536,934 Trade names & brands 204,653 204,621 Patient database 170,366 170,238 Technology assets 141,257 120,984 Total cost 5,147,971 5,109,212 Accumulated amortization (1,292,106) (830,553) Net book value $ 3,855,865 $ 4,278,659 The amortization expense recognized by the Company was $459.9 million , $463.1 million , and $239.5 million for the twelve months ended December 31, 2023, 2022, and 2021, respectively. On October 2, 2023, the Company acquired the entire outstanding equity interests of BioTel Research LLC (“BioTel”), a leading provider of medical imaging and cardiac safety monitoring services, from BioTelemetry Inc. in exchange for initial cash consideration of $68.1 million . The acquisition resulted in the recognition of intangible assets of $36.4 million, comprising customer relationships of $12.5 million, order backlog of $3.9 million and technology assets of $20.0 million. These assets will be amortized over their expected useful lives of between 3 and 16 years. In total, $1.5 million has been amortized in the period since the date of acquisition. On July 1, 2021, ICON plc announced the completion of its Merger with PRA Health Sciences, Inc. The Merger resulted in the recognition of Customer relationships of $3,938.0 million, Order backlog of $500.0 million, Trade names of $202.0 million, Patient database of $168.0 million and Technology assets of $111.0 million. These assets are being amortized over their expected useful lives of between 3 and 23 years. The valuation of these assets was finalized in June 30, 2022. In total, $1,128.5 million has been amortized in the period since the date of acquisition, $451.4 million has been amortized in the year ended December 31, 2023. Future intangible asset amortization expense for the years ended December 31, 2024 to December 31, 2028 is as follows: (in thousands) 2024 $ 344,518 2025 229,106 2026 214,869 2027 202,539 2028 189,539 Total $ 1,180,571 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities The carrying amount of Other Liabilities for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) General trade and overhead liabilities* $ 463,882 $ 530,204 Personnel related liabilities 385,499 395,862 Operating lease liabilities 36,414 43,657 Facility related liabilities 11,078 16,896 Other liabilities 13,532 12,852 Restructuring liabilities 4,951 5,512 Short term government grants 43 42 $ 915,399 $ 1,005,025 *includes amounts due to third parties in respect of accrued reimbursable investigator expenses o f $333.0 million at December 31, 2023 and $406.3 million at December 31, 2022. |
Bank Credit Lines and Loan Faci
Bank Credit Lines and Loan Facilities | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Bank Credit Lines and Loan Facilities | Bank Credit Lines and Loan Facilities The Company had the following debt outstanding as of December 31, 2023 and 2022: Interest rate as of Principal amount as of Maturity Date December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (in thousands) Senior Secured Term Loan July 2028 7.860 % 7.092 % $ 3,251,213 $ 4,201,213 Senior Secured Notes July 2026 2.875 % 2.875 % 500,000 500,000 Senior Secured Revolving Loan Facility January 2024 6.720 % — 55,000 — Total debt 3,806,213 4,701,213 Less current portion of debt (110,150) (55,150) Total long-term debt 3,696,063 4,646,063 Less debt issuance costs and debt discount (30,624) (47,026) Total long-term debt, net $ 3,665,439 $ 4,599,037 The Company incurred interest costs from various financing arrangements during the years ended December 31, 2023, December 31, 2022 and December 31, 2021 as set out in the table below. These costs have been charged in the interest expense line of the Consolidated Statement of Operations. In the years ending December 31, 2023, December 31, 2022 and December 31, 2021, the Company expensed $16.4 million, $17.7 million and $86.7 million of transaction related financing costs, inclusive of the amortization of financing fees which were previously capitalized, associated with the debt facilities used to finance the Merger. Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Interest expense on drawn facilities $ 311,019 $ 209,189 $ 93,809 Amortization of merger related financing fees 16,402 17,749 12,890 Transaction and one time financing costs — — 75,391 Other financing costs* 9,278 2,793 333 Total financing costs $ 336,699 $ 229,731 $ 182,423 *Includes costs associated with the senior secured revolving loan facility. As of December 31, 2023, the contractual maturities of the Company's debt obligations were as follows: Current maturities of debt: (in thousands) 2024 $ 110,150 2025 55,150 2026 555,150 2027 55,150 2028 and thereafter 3,030,613 Total $ 3,806,213 The Company's primary financing arrangements are its senior secured credit facilities (the "Senior Secured Credit Facilities"), which consists of a senior secured term loan and a revolving credit facility, and the senior secured notes (the "Senior Secured Notes"). Senior Secured Credit Facilities 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 Merger"). In conjunction with the completion of the Merger, on July 1, 2021, 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"). The Senior Secured Credit Facility and Senior Secured Notes were issued at a discount of $27.6 million. 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. Borrowings under the senior secured term loan facility amortize in equal quarterly installments in an amount equal to 1.00% per annum of the principal amount, with the remaining balance due at final maturity. The interest rate margin applicable to borrowings under the senior secured term loan facility is USD Term SOFR and a Term SOFR Adjustment depending on the interest period chosen plus an applicable margin which is dependent on the Company's net leverage ratio. As of December 31, 2023, the applicable margin is 2.25%. The senior secured term loan facility is subject to a floor of 0.50%. The interest rate margin applicable to borrowings under the revolving loan facility will be, at the option of the borrower, either (i) the applicable base rate plus an applicable margin of 1.00%, 0.60% or 0.25% based on ICON’s current corporate family rating assigned by S&P of BB- (or lower), BB or BB+ (or higher), respectively, or (ii) Term SOFR plus a Term SOFR Adjustment on the interest period chosen plus an applicable margin of 2.00%, 1.60% or 1.25% based on ICON’s current corporate family rating assigned by S&P of BB- (or lower), BB or BB+ (or higher), respectively. In addition, lenders under the revolving loan facility are entitled to commitment fees as a percentage of the applicable margin at the time of drawing and utilization fees dependent on the proportion of the facility drawn. As at December 31, 2023, $445.0 million remained undrawn under the senior secured revolving loan facility. The Borrowers’ (as defined in the Senior Secured Credit Facility) obligations under the Senior Secured Credit Facilities are guaranteed by ICON and the subsidiary guarantors. The Senior Secured Credit Facilities are secured by a lien on substantially all of ICON’s, the Borrowers’ and each of the subsidiary guarantor’s assets (subject to certain exceptions), and the Senior Secured Credit Facilities will have a first-priority lien on such assets, which will rank pari passu with the lien securing the Senior Secured Notes, subject to other permitted liens. The Company is permitted to make prepayments on the senior secured term loan without penalty. Principal repayments, comprising mandatory and voluntary repayments, during the year ended December 31, 2023 and December 31, 2022 were as follows: Principal repayments December 31, 2023 December 31, 2022 (in thousands) Quarter 1 $ 250,000 $ 300,000 Quarter 2 150,000 100,000 Quarter 3 300,000 200,000 Quarter 4 250,000 200,000 Total $ 950,000 $ 800,000 The voluntary repayments made during the year resulted in an accelerated charge associated with previously capitalized fees of $7.9 million (December 31, 2022: $7.8 million) . During the year ended December 31, 2023, the Company drew down $370.0 million (December 31, 2022: $75.0 million) of the senior secured revolving loan facility and repaid $315.0 million (December 31, 2022: $75.0 million) as shown below. As at December 31, 2023, $55.0 million (December 31, 2022: $nil ) was drawn under the senior secured revolving loan facility. Drawdown Repayment Closing Balance (in thousands) December 31, 2022 $ — $ — $ — Quarter 1, 2023 180,000 100,000 80,000 Quarter 2, 2023 50,000 80,000 50,000 Quarter 3, 2023 75,000 50,000 75,000 Quarter 4, 2023 65,000 85,000 55,000 $ 370,000 $ 315,000 Senior Secured Notes In addition to the Senior Secured Credit Facilities, on July 1, 2021, a subsidiary of the Company issued $500 million in aggregate principal amount of 2.875% senior secured notes due 2026 in a private offering (the “Offering”). The Senior Secured Notes will mature on July 15, 2026. Fair Value of Debt |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives | Derivatives The Company has entered into interest rate cap and swap agreements for purposes of managing its exposure to interest rate fluctuations. These financial derivative agreements are designated as cash flow hedges. On November 29, 2022, the Company entered into two interest rate cap agreements ("2022 Caps") with an initial total notional value of $2,101 million to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities. Interest on the 2022 Caps began accruing on December 30, 2022 and the interest rate caps expire on December 31, 2024. The Company pays a fixed rate of 0.42% and receives a variable rate equal to the amount that the three-month SOFR rate exceeds 4.75%. On November 29, 2022, the Company entered into an interest rate swap agreement ("2022 Swap") with an initial notional value of $1,101 million to limit its exposure to changes in the variable interest rate on its Senior Secured Credit Facilities. Interest on the 2022 Swap begins accruing on December 31, 2024 and the interest rate swap expires on September 30, 2026. The Company pays a fixed rate of 3.4% and receives a variable rate of interest equal to the three-month SOFR on the 2022 Swap. The 2022 Caps and the 2022 Swap are designated as cash flow hedges. G ains and losses are initially reported as a component of other comprehensive income/loss and subsequently recognized in net income. The fair values of the Company’s derivative financial instruments, on a gross basis, are summarized in the following table: December 31, 2023 December 31, 2022 Asset Liability Notional Asset Liability Notional (in thousands) (in thousands) Derivatives designated as hedging instruments: Interest Rate Caps $ — $ 1,871 $ 1,600,606 $ 12 $ 3,363 $ 2,100,606 Interest Rate Swap — 540 1,100,606 — 307 1,100,606 Total derivatives designated as hedging instruments $ — $ 2,411 $ 2,701,212 $ 12 $ 3,670 $ 3,201,212 As of December 31, 2023 , the Company recognized a current derivative liability of $1.9 million within other liabilities (December 31, 2022: $3.3 million within other liabilities other receivables ) and a non current derivative liability of $0.5 million ( December 31, 2022: $0.4 million ) within non-current other liabilities During the year ended December 31, 2023, the Company recognized a gain of $1.6 million within other comprehensive income/loss ( December 31, 2022 : $3.7 million loss) after a reclassification of $2.4 million from other comprehensive income/loss to the income statement (December 31, 2022: $0.1 million). During the next 12 months, the Company estimates that an additional $3.2 million will be reflected as interest expense in the consolidated statements. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Operating Leases | Operating Leases Lease costs recorded under operating leases for the years ended December 31, 2023, 2022 and 2021 were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Operating lease costs $ 46,820 $ 53,880 $ 51,200 Income from sub-leases (1,103) (1,165) (1,338) Net operating lease costs $ 45,717 $ 52,715 $ 49,862 Of the total cost of $45.7 million incurred in the year ended December 31, 2023, $37.9 million is recorded within selling, general and administration costs and $7.8 million is recorded within direct costs. Of the total cost of $52.7 million incurred in the year ended December 31, 2022, $48.3 million is recorded within selling, general and administration costs and $4.4 million is recorded within direct costs. Of the total cost of $49.9 million incurred in the year ended December 31, 2021, $47.5 million is recorded within selling, general and administration costs and $2.4 million is recorded within direct costs. Right-of-use assets obtained, in exchange for lease obligations, during the years ended December 31, 2023 and December 31, 2022 totaled $37.7 million and $28.7 million, respectively. During the years ended December 31, 2023, 2022 and 2021, impairments of operating right-of-use assets were recognized within restructuring charges for $8.7 million, $24.8 million, and $15.4 million, respectively, as part of an office consolidation program (see note 19 - Restructuring Charges ). The weighted average remaining lease term and weighted-average discount rate at December 31, 2023 were 6.72 years and 3.29%, respectively. The weighted average remaining lease term and weighted-average discount rate at December 31, 2022 were 6.90 years and 2.45%, respectively. Future minimum lease payments under non-cancelable leases as of December 31, 2023 were as follows: Minimum rental (in thousands) 2024 $ 40,894 2025 34,585 2026 29,172 2027 23,254 2028 15,023 Thereafter 33,998 Total future minimum lease payments 176,926 Lease imputed interest (14,191) Total $ 162,735 Operating lease liabilities are presented as current and non-current. Operating lease liabilities of $36.4 million and $43.7 million have been included in other liabilities |
Non-current other liabilities
Non-current other liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Non-current other liabilities | Non-current other liabilities The carrying amount of Non-current other liabilities for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) Defined benefit pension obligations, net (note 21) $ 14,738 $ 13,033 Other non-current liabilities 31,260 25,227 $ 45,998 $ 38,260 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation We do not expect any litigation to have a materially adverse effect on our financial condition or results of operations. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Operating Leases The Company has several non-cancelable operating leases, primarily for facilities, that expire over the next sixteen years. These leases g enerally contain renewal options and require the Company to pay all executory costs such as maintenance and insurance. See note 15 - Operating leases for rental expense pursuant to ASC 842 for the years ended December 31, 2023, 2022 and 2021 and future minimum rental commitments as of December 31, 2023. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Share Capital | Share Capital Holders of ordinary shares are entitled to receive such dividends as may be recommended by the Board of Directors of the Company and approved by the shareholders and/or such interim dividends as the Board of Directors of the Company may decide. On liquidation or a winding up of the Company, the par value of the ordinary shares are repaid out of the assets available for distribution among the holders of the ordinary shares of the Company. Holders of ordinary shares have no conversion or redemption rights. On a show of hands, every holder of an ordinary share present in person or proxy at a general meeting of shareholders shall have one vote, for each ordinary share held with no individual having more than one vote. (a) Employee share based payments During the year ended December 31, 2023, 535,705 options were exercised by employees at an average exercise price of $95.12 per share for total proceeds of $51.0 million. During the year ended December 31, 2023, 188,800 ordinary shares were issued in respect of certain RSUs and 47,026 ordinary shares were issued in respect of PSUs previously awarded by the Company. During the year ended December 31, 2022, 348,286 options were exercised by employees at an average exercise price of $102.87 per share for total proceeds of $35.8 million. During the year ended December 31, 2022, 195,029 ordinary shares were issued in respect of certain RSUs and 46,087 ordinary shares were issued in respect of PSUs previously awarded by the Company. During the year ended December 31, 2021, 1,065,529 options were exercised by employees at an average exercise price of $111.29 per share for total proceeds of $118.6 million. During the year ended December 31, 2021, 446,404 ordinary shares were issued in respect of certain RSUs and 44,132 ordinary shares were issued in respect of PSUs previously awarded by the Company. On July 1, 2021, the Company completed the Acquisition of PRA. In accordance with the terms of the Merger Agreement, the Company issued 27,372,427 shares of the Company’s ordinary share capital at par value in exchange for all outstanding PRA shares of common stock. (b) Share Repurchase Program A resolution was passed at the Company’s Annual General Meeting (“AGM”) on July 22, 2016, which authorized the Directors to purchase (buyback) up to 10% of the outstanding shares in the Company. This resolution has been renewed annually thereafter. On February 18, 2022, the Company commenced a share buyback program which was fully complete at March 31, 2022. Under this buyback program, 420,530 ordinary shares were redeemed by the Company for total consideration of $100.0 million. All ordinary shares that were redeemed under the buyback program were canceled in accordance with the Constitution of the Company and the nominal value of these shares transferred to other undenominated capital as required under Irish Company law. Under the repurchase program, a broker purchased or may purchase the Company's shares from time to time on the open market or in privately negotiated transactions in accordance with agreed terms and limitations. The program was and may be in the future designed to allow share repurchases during periods when the Company would ordinarily not be permitted to do so because it may be in possession of material non-public or price-sensitive information or due to applicable insider trading laws or self-imposed trading blackout periods. The Company's instructions to the broker in such cases were or may in the future be irrevocable and the trading decisions in respect of the repurchase program were made or will be made independently of and uninfluenced by the Company. The Company confirms that on entering the share repurchase plans it had no material non-public, price-sensitive or inside information regarding the Company or its securities. Furthermore, the Company will not enter into additional plans whilst in possession of such information. The timing and actual number of shares acquired by way of the redemption will be dependent on market conditions, legal and regulatory requirements and the other terms and limitations contained in the program. In addition, acquisitions under the program may be suspended or discontinued in certain circumstances in accordance with the agreed terms. Therefore, there can be no assurance as to the timing or number of shares that may be acquired under the program. |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges In the year ended, December 31, 2023, a restructuring charge of $45.4 million was recognized in the Consolidated Statements of Operations under a restructuring plan adopted following a review of operations. The restructuring plan reflected a workforce reduction of $34.1 million and an office consolidation program to optimize the Company's office footprint of $11.3 million. Year Ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Restructuring charges $ 45,390 $ 31,143 $ 31,105 Net charge $ 45,390 $ 31,143 $ 31,105 At December 31, 2023, a total liability of $7.0 million was recorded on the Consolidated Balance Sheet relating to restructuring activities. The total liability included $3.0 million of facilities related liabilities of which $1.0 million is included within other liabilities and $2.0 million is included within non-current other liabilities. The remaining provision of $4.0 million relates to workforce reduction and is included within other liabilities. Year Ended December 31, 2023 December 31, 2022 (in thousands) Opening provision $ 6,022 $ 10,311 Additional provision in the year 36,704 4,364 Utilization (35,727) (8,653) Ending provision $ 6,999 $ 6,022 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company's United States and Irish based subsidiaries file income tax returns in the United States and Ireland respectively. Other foreign subsidiaries are taxed separately under the laws of their respective countries. The components of income before income tax expense are as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Ireland $ 624,642 $ 432,963 $ 231,893 United States (352,532) (270,440) (278,413) Other 352,357 405,328 243,200 Income before income tax expense $ 624,467 $ 567,851 $ 196,680 The components of income tax expense are as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Income tax expense: Current tax (benefit)/expense: Ireland $ 80,427 $ 53,248 $ 18,469 United States (42,428) 60,753 35,478 Other 59,153 70,395 48,003 Total current tax expense 97,152 184,396 101,950 Deferred tax (benefit)/expense: Ireland 45,253 (6,166) 553 United States (143,323) (118,475) (52,717) Other 12,667 (344) (8,452) (85,403) (124,985) (60,616) Income tax expense allocated to continuing operations 11,749 59,411 41,334 Income tax expense was allocated to the following components of other comprehensive income: Currency impact on long term funding (3,903) 7,211 1,776 Cash flow hedge 301 — — Total $ 8,147 $ 66,622 $ 43,110 Ireland's statutory trading income tax rate, the rate of our country of domicile, is 12.5%. The Company's consolidated reported income tax expense differed from the amount that would result from applying the Irish statutory rate as set forth below: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Taxes at Irish statutory rate of 12.5% (2022:12.5%; 2021:12.5%) $ 78,058 $ 70,980 $ 24,586 Rate differential from amortization of intangible assets (71,223) (59,330) (31,228) Foreign and other income taxed at higher rates 35,778 52,464 51,273 Research & development tax incentives (3,868) (2,608) (3,120) Movement in valuation allowance (1,068) (777) 3,101 Effects of change in tax rates 3,154 (300) (128) (Decrease)/ increase in unrecognized tax benefits (54,347) 8,392 5,246 Investor tax expense on foreign subsidiary earnings 39,165 — — Impact of stock compensation (11,487) (8,756) (9,083) Other (2,413) (654) 687 Income tax expense $ 11,749 $ 59,411 $ 41,334 The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and deferred tax liabilities are presented below: December 31, 2023 December 31, 2022 (in thousands) Deferred tax liabilities: Property, plant and equipment $ 7,547 $ 10,927 Operating right-of-use-assets 16,108 23,260 Goodwill 39,014 37,150 Intangible assets 950,055 1,078,302 Investments in foreign subsidiaries 52,408 1,587 Other 7,982 7,467 Total deferred tax liabilities recognized 1,073,114 1,158,693 Deferred tax assets: Operating loss and tax credits carryforwards 124,150 88,697 Property, plant and equipment 9,082 6,010 Operating lease liabilities 20,190 27,593 Intangible assets 2,166 3,602 Stock compensation 17,605 21,862 Other liabilities 84,928 66,933 Unearned revenue 23,748 66,565 Other 8,774 9,155 Total deferred tax assets 290,643 290,417 Valuation allowance for deferred tax assets (42,967) (43,379) Deferred tax assets recognized 247,676 247,038 Overall net deferred tax liability $ (825,438) $ (911,655) At December 31, 2023 Ireland subsidiaries had tax credit carryforwards for income tax purposes that may be carried forward indefinitely, available for offset against future tax liabilities, if any, of $16.9 million. At December 31, 2023 U.S. subsidiaries had U.S. federal and state net operating loss ("NOL") carryforwards of approximately $1.7 million and $331.4 million, respectively. These NOLs are available for offset against future taxable income and the expiry dates are shown in the table below. Of the $1.7 million U.S. federal NOLs, approximately $1.2 million is currently available for offset against future U.S. federal taxable income. The subsidiaries' ability to use the remaining U.S. federal and state NOL carryforwards is limited on an annual basis due to change of ownership in 2014, 2017, and 2019, as defined by Section 382 of the Internal Revenue Code of 1986, as amended. All $1.7 million of the U.S. federal NOLs are limited by Section 382 and expire between 2024 - 2037. As of December 31, 2023, U.S subsidiaries also had disallowed interest carryforwards of $204 million that can be carried forward indefinitely. These carryforwards are available for offset against future taxable income in the event that the U.S subsidiaries have excess capacity for interest deductions in future years. The expected expiry dates of the US NOLs are as follows: Federal State (in thousands) 2024-2037 $ 1,744 $ 271,434 2038-2042 — 50,685 Indefinite — 9,251 $ 1,744 $ 331,370 In addition, we also have general business tax credit carryforwards of approximately $0.8 million that are available to reduce future U.S. federal and state income taxes. The general business tax credits are non-refundable and are due to expire between the years 2026-2038. At December 31, 2023 other than those in the U.S. and Ireland, we had operating loss carryforwards for income tax purposes that may be carried forward indefinitely, available to offset against future taxable income, if any, of approximately $42.9 million. At December 31, 2023 those subsidiaries also had additional operating loss carryforwards of $12.9 million which are due to expire between 2024 and 2030. In addition, at December 31, 2023 those subsidiaries had tax credit carryforwards for income tax purposes that may be carried forward indefinitely, available to offset against future tax liabilities, if any, of $4.3 million. The valuation allowance at December 31, 2023 was approximately $43.0 million. The valuation allowance for deferred tax assets as of December 31, 2022 and December 31, 2021 was $43.4 million and $45.5 million respectively. The net change in the total valuation allowance was a decrease of $0.4 million during 2023 and a decrease of $2.1 million during 2022. Of the total decrease of $0.4 million in 2023, $1.1 million was recognized within income tax expense and a increase of $0.7 million was recognized in Other Comprehensive Income. Of the total decrease of $2.1 million in 2022, $0.8 million was recognized within income tax expenses and $1.3 million was recognized in Other Comprehensive Income. The valuation allowances at December 31, 2023 and December 31, 2022 were primarily related to operating losses and tax credits carried forward that, in the judgment of management, are not more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, loss utilization, projected future taxable income and tax planning strategies in making this assessment. In respect of deferred tax assets not subject to a valuation allowance, management considers that it is more likely than not that these deferred tax assets will be realized on the basis that there will be sufficient reversals of deferred tax liabilities and taxable income in future periods. The Company has recognized a deferred tax liability of $52.4 million (2022: $1.6 million) for investments in foreign subsidiaries where the Company does not consider the earnings to be indefinitely reinvested. Given changes in various tax laws during 2023, the group has taken the decision to repatriate certain excess earnings which will not be permanently reinvested and consequently have provided for the relevant tax in the current year. For the deferred tax liability not recognized in respect of temporary differences related to investments in foreign subsidiaries which are considered to be indefinitely reinvested, it is not practicable to calculate the exact unrecognized deferred tax liability, however it is not expected to be material as Ireland allows a tax credit in respect of distributions from foreign subsidiaries at the statutory tax rate in the jurisdiction of the subsidiary so that no material tax liability would be expected to arise in Ireland in the event these earnings were ever remitted. In addition, withholding taxes applicable to remittances from foreign subsidiaries would not be expected to be material given Ireland’s tax treaty network and the EU parent subsidiary directive. A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows: December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Unrecognized tax benefits at start of year $ 217,584 $ 202,065 $ 19,078 Increase related to acquired tax positions — — 170,047 Increase related to prior year tax positions 1,161 16,098 204 Decrease related to prior year tax positions (918) (5,442) (1,695) Increase related to current year tax positions 4,552 5,701 18,613 Settlements — — (844) Lapse of statute of limitations (62,363) (838) (3,338) Unrecognized tax benefits at end of year $ 160,016 $ 217,584 $ 202,065 The relevant statute of limitations for unrecognized tax benefits totaling $65.0 million could potentially expire during 2024. Included in the balance of total unrecognized tax benefits at December 31, 2023 were potential benefits of $160.0 million, which if recognized, would affect the effective rate on income from continuing operations. The balance of total unrecognized tax benefits at December 31, 2022 and December 31, 2021 included potential benefits which, if recognized, would affect the effective rate of income tax from continuing operations of $217.6 million and $202.1 million respectively. Interest and penalties recognized during the year ended December 31, 2023 amounted to a net charge of $4.2 million (2022: $7.1 million, 2021: $1.9 million) and are included within the income tax expense. Total accrued interest and penalties as of December 31, 2023 and December 31, 2022 were $27.1 million and $22.6 million respectively and are included in closing income taxes payable at those dates. Our major tax jurisdictions are Ireland and the United States. We may potentially be subjected to tax audits in both our major jurisdictions. In Ireland, tax periods open to audit include the years ended December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. In the United States, tax periods open to audit include the years ended December 31, 2019, December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. During such audits, local tax authorities may challenge the positions taken by us in our tax returns. |
Employee Benefits
Employee Benefits | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefits | Employee Benefits Defined Contribution Plans Defined contribution or profit sharing style plans ("the Plans") are offered in a number of countries. In some cases, these plans are required by local laws or regulations. Certain employees are eligible to participate in the Plans and participants in the Plans may elect to defer a portion of their pre-tax earnings into a pension plan, which is run by an independent party. The Company matches participant's contributions up to certain levels of the participant's annual compensation. The Company's United States operations maintain retirement plans (the "U.S. Plans") that qualify as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Participants in the U.S. Plans may elect to defer a portion of their earnings, up to the Internal Revenue Service annual contribution limit. The Company matches participant's contributions at varying amounts, subject to a maximum of 4.5% of the participant's annual compensation. Contributions to this U.S. Plan are recorded, in the year contributed, as an expense in the Consolidated Statement of Operations. Contributions for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were $40.4 million, $45.8 million and $23.7 million respectively. Pension and Postretirement Benefit Plans The Company maintains various retirement plans across the Group, many of which are required by local employment laws. The balances recorded to the balance sheet are as follows: December 31, 2023 December 31, 2022 (in thousands) Other receivables $ 6,321 $ 6,492 Non-current other liabilities (note 16) (14,738) (13,033) In addition to the specific defined benefit schemes shown separately below, the Company maintains several other retirement plans which have a cumulative total net obligation of $12.3 million and $11.6 million recorded to non-current other liabilities as of December 31, 2023 and December 31, 2022, respectively. ICON Development Solutions Limited pension plan ICON Development Solutions Limited, a subsidiary of ICON Plc, operates a defined benefit pension plan in the United Kingdom for its employees. The plan is managed externally and the related pension costs and liabilities are assessed in accordance with the advice of a professionally qualified actuary. Plan assets at December 31, 2023 and December 31, 2022 consist of units held in independently administered funds. Pension plan disclosures are presented in the following tables in accordance with the requirements of ASC 715-20, Defined Benefit Plans - General . The plan has been closed to new entrants with effect from July 1, 2003. Funded surplus December 31, 2023 December 31, 2022 (in thousands) Projected benefit obligation $ (20,999) $ (19,558) Fair value of plan assets 27,320 26,050 Funded surplus $ 6,321 $ 6,492 The funded status as at December 31, 2023 and December 31, 2022 is included in other long-term receivables on the Consolidated Balance Sheet. Change in benefit obligation December 31, 2023 December 31, 2022 (in thousands) Benefit obligation at beginning of year $ 19,558 $ 41,813 Service cost 42 117 Interest cost 975 672 Plan participants' contributions 19 19 Benefits paid (318) (514) Actuarial gain (335) (18,636) Foreign currency exchange rate changes 1,058 (3,913) Benefit obligation at end of year $ 20,999 $ 19,558 Change in plan assets December 31, 2023 December 31, 2022 (in thousands) Fair value of plan assets at beginning of year $ 26,050 $ 36,198 Expected return on plan assets 1,015 1,258 Actuarial loss (910) (7,305) Employer contributions 70 70 Plan participants' contributions 19 19 Benefits paid (318) (514) Foreign currency exchange rate changes 1,394 (3,676) Fair value of plan assets at end of year $ 27,320 $ 26,050 The fair values of the assets above do not include any of the Company's own financial instruments, property occupied by, or other assets used by, the Company. The following amounts were recorded in the Consolidated Statement of Operations as components of the net periodic benefit (credit)/cost: December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Service cost $ 42 $ 117 $ 134 Interest cost 975 672 665 Expected return on plan assets (1,015) (1,258) (1,171) Amortization of net (gain)/loss (274) 228 625 Net periodic benefit (credit)/cost $ (272) $ (241) $ 253 The following assumptions were used at the commencement of the year in determining the net periodic pension benefit (credit)/cost for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: December 31, 2023 December 31, 2022 December 31, 2021 Discount rate 4.9 % 1.8 % 1.5 % Rate of compensation increase 3.6 % 3.7 % 3.4 % Expected rate of return on plan assets 3.8 % 3.8 % 3.4 % Other comprehensive income/(loss) December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Actuarial gain - benefit obligation $ (335) $ (18,636) $ (2,097) Actuarial loss/(gain) - plan assets 910 7,305 (1,176) Amortization of net gain/(loss) recognized in net periodic benefit (credit)/cost 274 (228) (625) Total $ 849 $ (11,559) $ (3,898) The estimated net loss and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income/(loss) into net periodic benefit cost over the next year are $0.2 million and $nil respectively. Benefit Obligation The following assumptions were used in determining the benefit obligation at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Discount rate 4.8 % 4.9 % Rate of compensation increase 3.0 % 3.6 % A single discount rate is used which, when used to discount the projected benefit cash flows underlying a pension scheme with a 19 year duration, gives the same result as a full AA corporate bond yield curve. Actuarial gains on the benefit obligation during 2023 resulted from changes in the assumptions compared to those adopted at December 2022. Changes in the assumptions reflect the changes in market conditions from December 2022 to December 2023. Plan Assets The Company's pension plan asset allocation is as follows: Asset Category December 31, 2023 December 31, 2022 Government Bonds 78 % 88 % Diversified Bonds 22 % 12 % 100 % 100 % During 2022, the scheme's asset strategy changed to align the plan assets more closely with government and diversified bonds. There is no self-investment in employer related assets. The Company’s assumption for the expected return on plan assets was determined by the weighted average of the long-term expected rate of return on each of the asset classes invested as of the balance sheet date. The expected long-term rate of return on assets is 3.8% at December 31, 2023 and December 31, 2022, respectively. Plan Asset Fair Value Measurements December 31, 2023 December 31, 2022 (in thousands) Government Bonds $ 21,312 $ 22,887 Diversified Bonds $ 6,008 $ 3,163 $ 27,320 $ 26,050 The value of assets held by the plan are represented by quoted prices in active markets for identical assets and are therefore classified as level 1 investments. Cash Flows The Company expects to contribute $0.1 million to the pension fund in the year ending December 31, 2024. The following annual benefit payments, which reflect expected future service as appropriate, are expected to be paid. (in thousands) 2024 $ 379 2025 420 2026 679 2027 662 2028 612 Years 2029 - 2033 4,028 The expected cash flows are estimated figures based on the members expected to retire over the next 10 years assuming no early retirements, withdrawals or commutation of pension for cash. At the present time it is not clear whether annuities will be purchased when members reach retirement or whether pensions will be paid each month out of scheme assets. The cash flows above have been estimated on the assumption that pensions will be paid monthly out of scheme assets. If annuities are purchased, then the expected benefit payments will be significantly different from those shown above. Aptiv Solutions pension plan On May 7, 2014 the Company acquired 100% of the common stock of Aptiv Solutions ("Aptiv"). The Company has a defined benefit plan covering its employees in Switzerland as mandated by the Swiss government. Benefits are based on the employee's years of service and compensation. The plan is managed externally and the related pension costs and liabilities are assessed in accordance with the advice of a professionally qualified actuary. Plan assets at December 31, 2023 and December 31, 2022 consist of units held in independently administered funds. Pension plan disclosures are presented in the following tables in accordance with the requirements of ASC 715-20, Defined Benefit Plans - General . Funded deficit December 31, 2023 December 31, 2022 (in thousands) Projected benefit obligation $ (6,441) $ (5,806) Fair value of plan assets 6,261 5,681 Funded deficit $ (180) $ (125) The funded deficit at December 31, 2023 and December 31, 2022 are included in non-current other liabilities on the Consolidated Balance Sheet. The change in benefit obligation is presented in the following table. The discount rates used in calculating the benefit obligation in years ended December 31, 2023 and December 31, 2022 were 1.5% and 2.3%, respectively. Change in benefit obligation December 31, 2023 December 31, 2022 (in thousands) Benefit obligation at beginning of year $ 5,806 $ 7,643 Service cost 109 146 Interest cost 136 30 Plan participants' contributions 93 82 Settlement (645) (218) Prior service cost (13) (23) Benefits paid and transferred balances (134) (182) Actuarial loss/(gain) 511 (1,527) Foreign currency exchange rate changes 578 (145) Benefit obligation at end of year $ 6,441 $ 5,806 Change in plan assets December 31, 2023 December 31, 2022 (in thousands) Fair value of plan assets at beginning of year $ 5,681 $ 6,964 Expected return on plan assets 133 29 Actuarial gain/(loss) 356 (987) Scheme contributions 215 114 Plan participants' contributions 93 82 Benefits paid and transferred balances (134) (182) Settlement (645) (218) Foreign currency exchange rate changes 562 (121) Fair value of plan assets at end of year $ 6,261 $ 5,681 The fair values of the assets above do not include any of the Company's own financial instruments, property occupied by, or other assets used by, the Company. PRA Switzerland AG pension plan On July 1, 2021, the Company completed the Acquisition of PRA. PRA Switzerland AG, a subsidiary of the Company has a defined benefit plan covering its employees in Switzerland as mandated by the Swiss government. Benefits are based on the employee's years of service and compensation. The plan is managed externally and the related pension costs and liabilities are assessed in accordance with the advice of a professionally qualified actuary. Plan assets at December 31, 2023 consist of units held in independently administered funds. Pension plan disclosures are presented in the following tables in accordance with the requirements of ASC 715-20, Defined Benefit Plans - General . Funded deficit December 31, 2023 December 31, 2022 (in thousands) Projected benefit obligation $ (7,747) $ (5,345) Fair value of plan assets 5,529 4,059 Funded deficit $ (2,218) $ (1,286) The funded deficit at December 31, 2023 and December 31, 2022 are included in non-current other liabilities on the Consolidated Balance Sheet. The change in benefit obligation is presented in the following table. The discount rate used in calculating the benefit obligation in years ended December 31, 2023 and December 31, 2022 was 1.5% and 2.3%, respectively. Change in benefit obligation December 31, 2023 December 31, 2022 (in thousands) Benefit obligation at beginning of period $ 5,345 $ 4,990 Service cost 417 404 Interest cost 132 20 Plan participants’ contributions 456 325 Settlement (753) (844) Benefits paid and transferred balances 795 1,125 Actuarial loss/(gain) 711 (627) Foreign currency exchange rate changes 644 (48) Benefit obligation at end of year $ 7,747 $ 5,345 Change in plan assets December 31, 2023 December 31, 2022 (in thousands) Fair value of plan assets at beginning of period $ 4,059 $ 3,017 Expected return on plan assets 101 29 Actuarial (loss)/gain (52) 87 Scheme contributions 456 325 Plan participants’ contributions 456 325 Benefits paid and transferred balances 795 1,125 Settlement (753) (844) Foreign currency exchange rate changes 467 (5) Fair value of plan assets at end of year $ 5,529 $ 4,059 The fair values of the assets above do not include any of the Company's own financial instruments, property occupied by, or other assets used by, the Company. |
Equity Incentive Schemes and St
Equity Incentive Schemes and Stock Compensation Charges | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Incentive Schemes and Stock Compensation Charges | Equity Incentive Schemes and Stock Compensation Charges Share Options On July 21, 2008 the Company adopted the Employee Share Option Plan 2008 (the "2008 Employee Plan") pursuant to which the Compensation and Organization Committee of the Company's Board of Directors may grant options to any employee, or any Director holding a salaried office or employment with the Company or a Subsidiary for the purchase of ordinary shares. On the same date, the Company also adopted the Consultants Share Option Plan 2008 (the "2008 Consultants Plan"), pursuant to which the Compensation and Organization Committee of the Company's Board of Directors may grant options to any consultant, adviser or non-executive Director retained by the Company or any Subsidiary for the purchase of ordinary shares. On February 14, 2017 both the 2008 Employee Plan and the 2008 Consultants Plan (together the "2008 Option Plans") were amended and restated in order to increase the number of options that can be issued under the 2008 Consultants Plan from 0.4 million to 1.0 million and to extend the date for options to be granted under the 2008 Option Plans. An aggregate of 6.0 million ordinary shares have been reserved under the 2008 Employee Plan, as reduced by any shares issued or to be issued pursuant to options granted under the 2008 Consultants Plan, under which a limit of 1.0 million shares applies. Further, the maximum number of ordinary shares with respect to which options may be granted under the 2008 Employee Option Plan, during any calendar year to any employee shall be 0.4 million ordinary shares. There is no individual limit under the 2008 Consultants Plan. No options may be granted under the 2008 Option Plans after February 14, 2027. Each option granted under the 2008 Option Plans is an employee stock option, or Nonqualified Stock Option ("NSO"), as described in Section 422 or 423 of the Internal Revenue Code. Each grant of an option under the 2008 Options Plans is evidenced by a Stock Option Agreement between the optionee and the Company. The exercise price is specified in each Stock Option Agreement, however option prices are not less than 100% of the fair market value of an ordinary share on the date the option is granted. Share option awards are granted with an exercise price equal to the market price of the Company's shares at date of grant. Share options typically vest over a period of five years from date of grant and expire eight years from date of grant. PRA Equity Incentive Plans The following represent the PRA equity incentive plans, that have been terminated as of July 1, 2021, as to grants of future awards. Pursuant to the Merger Agreement, effective on July 1, 2021, each stock option and restricted stock unit under the PRA Plans was assumed by the Company and converted into a stock option or Restricted Share Unit exercisable for or payable in Ordinary Shares based on the ratio of the average trading price per Ordinary Share for the ten days prior to July 1, 2021, and the corresponding value of the Merger consideration for each PRA Share. Accordingly, the plans as detailed below were assumed by the Company. PRA Health Sciences, Inc. 2020 Stock Incentive Plan (the "2020 Plan”), 2018 Stock Incentive Plan (the "2018 Plan"), 2014 Omnibus Incentive Plan (the "2014 Plan"), and 2013 Stock Incentive Plan (the "2013 Plan") were amended and restated and assumed by the Registrant effective as of July 1, 2021. The 2020 Stock Incentive Plan, was approved by the PRA stockholders at their annual meeting on May 18, 2020. The 2020 Plan allowed for the issuance of stock options, stock appreciation rights, restricted shares and restricted stock units, other stock-based awards, and performance compensation awards as permitted by applicable laws. The 2020 Plan authorized the issuance of 2.5 million shares of common stock plus all shares that remained available under the prior plan on May 18, 2020. The 2018 Stock Incentive Plan (the “2018 Plan”), was approved by the PRA stockholders at their annual meeting on May 31, 2018. The 2018 Plan allowed for the issuance of stock options, stock appreciation rights, restricted shares and restricted stock units, other stock-based awards, and performance compensation awards as permitted by applicable laws. The 2018 Plan authorized the issuance of 2.0 million shares of common stock plus all shares that remained available under the 2014 Plan on May 31, 2018 (which included shares carried over from the 2013 Plan). On November 23, 2014, the PRA Health Sciences, Inc. Board of Directors approved the formation of the 2014 Plan for Key PRA Employees. The 2014 Plan allowed for the issuance of stock options, stock appreciation rights, restricted shares and restricted stock units, other stock-based awards, and performance compensation awards as permitted by applicable laws. The following table summarizes the transactions for the Company's share option plans for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: Options Granted Weighted Average Exercise Price Outstanding at December 31, 2020 553,746 $ 108.53 Assumed through business combinations * 2,177,130 $ 108.78 Granted 100,299 $ 177.76 Exercised (1,065,529) $ 111.29 Canceled (70,186) $ 128.46 Outstanding at December 31, 2021 1,695,460 $ 110.38 Granted 108,643 $ 229.94 Exercised (348,286) $ 102.87 Canceled/expired (77,698) $ 143.08 Outstanding at December 31, 2022 1,378,119 $ 119.86 Granted 82,472 $ 232.48 Exercised (535,705) $ 95.12 Canceled/expired (22,080) $ 196.20 Outstanding at December 31, 2023 902,806 $ 142.96 Vested and exercisable at December 31, 2023 654,386 $ 119.67 *Represents stock options issued as replacement awards in connection with the Merger. The weighted average remaining contractual life of options outstanding and options exercisable at December 31, 2023, was 4.42 years and 3.89 years respectively (2022: 4.69 years and 4.25 years respectively). Outstanding and exercisable share options: The following table summarizes information concerning outstanding and exercisable share options as of December 31, 2023: Options Outstanding Options Exercisable Range Exercise Number of Weighted Weighted Average Exercise Price Number of Weighted Average Exercise Price $20.83 - 96.15 201,306 2.29 — 201,306 — $103.81 - 121.68 132,964 4.54 — 132,964 — $125.74 - 147.26 249,194 4.45 — 233,371 — $159.33 - 233.88 319,342 5.69 — 86,745 — $20.83 - 233.88 902,806 4.42 $ 142.96 654,386 $ 119.67 Options outstanding include both vested and unvested options as at December 31, 2023. Options exercisable represent options which have vested at December 31, 2023. From the date of grant, substantially all options vest over a five year period. Fair value of Stock Options Assumptions The weighted average fair value of options granted during the years ended December 31, 2023, December 31, 2022 and December 31, 2021 was calculated using the Black-Scholes option pricing model. The weighted average fair values and assumptions were as follows: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Weighted average fair value $ 85.12 $ 68.42 $ 49.15 Assumptions: Expected volatility 33 % 31 % 30 % Dividend yield — % — % — % Risk-free interest rate 4.18 % 1.86 % 0.78 % Expected life 5.0 years 5.0 years 5.0 years The weighted average fair value of options assumed on the date of the Merger was calculated using the Black-Scholes option pricing model. The weighted average fair values on the date of the Merger and assumptions used were as follows: July 1, 2021 Weighted average grant date fair value $ 107.21 Assumptions: Expected volatility 30 % Dividend yield — % Risk-free interest rate 0.56 % Expected life 3.5 years Expected volatility is based on the historical volatility of our common stock over a period equal to the expected term of the options; the expected life represents the weighted average period of time that options granted are expected to be outstanding given consideration to vesting schedules and our historical experience of past vesting and termination patterns. The risk-free rate is based on the U.S. government zero-coupon bonds yield curve in effect at time of the grant for periods corresponding with the expected life of the option. Restricted Share Units and Performance Share Units On April 23, 2013 the Company adopted the 2013 Employees Restricted Share Unit and Performance Share Unit Plan (the "2013 RSU Plan") pursuant to which the Compensation and Organization Committee of the Company's Board of Directors may select any employee, or any Director holding a salaried office or employment with the Company, or a Subsidiary to receive an award under the plan. On May 11, 2015 the 2013 RSU Plan was amended and restated in order to increase the number of shares that can be issued under the RSU Plan by 2.5 million shares. Accordingly, an aggregate of 4.1 million ordinary shares have been reserved for issuance under the 2013 RSU Plan. The shares are awarded at par value and vest over a service period. Awards under the 2013 RSU Plan may be settled in cash or shares at the option of the Company. No awards may be granted under the 2013 RSU Plan after May 11, 2025. On April 30 2019, the Company approved the 2019 Consultants and Directors Restricted Share Unit Plan (the “2019 Consultants RSU Plan”), which was effective as of May 16, 2019, pursuant to which the Compensation and Organization Committee of the Company’s Board of Directors may select any consultant, adviser or non-executive Director retained by the Company, or a Subsidiary to receive an award under the plan. 250,000 ordinary shares have been reserved for issuance under the 2019 Consultants RSU Plan. The awards are at par value and vest over a service period. Awards granted to non-executive directors vest over twelve months. The Company has awarded RSUs and PSUs to certain key individuals of the Group. The following table summarizes RSU and PSU activity for the year ended December 31, 2023: PSU Outstanding PSU RSU Outstanding RSU Outstanding at December 31, 2022 152,420 $ 192.29 582,612 $ 207.73 Granted 60,374 $ 232.51 308,963 $ 218.86 Shares vested (47,026) $ 159.57 (188,800) $ 187.68 Forfeited (60,512) $ 198.70 (81,764) $ 216.03 Outstanding at December 31, 2023 105,256 $ 226.29 621,011 $ 218.27 The fair value of RSUs vested for the year ended December 31, 2023 totaled $35.4 million (2022: $34.1 million). The share price range for the year was $159.33 - $265.96 (2022: $137.47 - $265.96). The fair value of PSUs vested for the year ended December 31, 2023 totaled $7.5 million (2022: $6.5 million). The share price range for the year was $159.33 - $166.51 (2022: $137.47 - $166.51). The PSUs vest based on service and specified EPS targets over the period 2021 – 2023, 2022 – 2024, and 2023 - 2025. Depending on the actual amount of EPS from 2021 to 2025, up to an additional 49,340 PSUs may also be granted. Stock compensation expense Income from operations for the year ended December 31, 2023 is stated after charging $55.7 million in respect of stock compensation expense (inclusive of employer related taxes). Stock compensation expense has been allocated as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Direct costs $ 26,595 $ 22,854 $ 18,551 Selling, general and administrative 29,072 47,669 41,457 Transaction and integration related * — — 73,836 Total compensation costs $ 55,667 $ 70,523 $ 133,844 * Represents the post combination portion of the accelerated vesting of awards following the completion of the Merger The income tax expense for the year ended December 31, 2023 reflects a net income tax benefit of $20.0 million in connection with stock compensation (including excess tax benefits) and the total tax benefit in connection with stock options exercised during 2023 was $10.9 million. The income tax expense for the year ended December 31, 2022 reflects a net income tax benefit of $12.9 million in connection with stock compensation (including excess tax benefits) and the total tax benefit in connection with stock options exercised during 2022 was $7.7 million. The income tax expense for the year ended December 31, 2021 reflects a net income tax benefit of $22.7 million in connection with stock compensation (including excess tax benefits) and the total tax benefit realized in connection with stock options exercised during 2021 was $23.9 million. |
Business Segment and Geographic
Business Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Business Segment and Geographical Information | Business Segment and Geographical Information The Company has the expertise and capability to conduct clinical trials in most major therapeutic areas on a global basis and has the operational flexibility to provide development services on a stand-alone basis or as part of an integrated "full-service" solution. The Company has expanded through internal growth, together with a number of strategic acquisitions to enhance its expertise and capabilities in certain areas of the clinical development process. The Company determines and presents operating segments based on the information that is internally provided to the chief operating decision maker, the (‘CODM’) in accordance with ASC 280, Segment Reporting . The Company determined that the CODM was comprised of the Chief Executive Officer and the Chief Financial Officer. The Company operates as one reportable segment, which is the provision of outsourced development services on a global basis to the pharmaceutical, biotechnology and medical devices industries. Revenues are allocated to individual entities based on where the work is performed in accordance with the Company's global transfer pricing model. Revenues and income from operations in Ireland are a function of our global contracting model and the Group’s transfer pricing model. ICON Ireland acts as the Group entrepreneur under the Company’s global transfer pricing model given its role in the development and management of the Group, its ownership of key intellectual property and customer relationships, its key role in the mitigation of risks faced by the Group and its responsibility for maintaining the Company’s global network. ICON Ireland enters into the majority of the Company’s customer contracts. ICON Ireland remunerates other operating entities in the Group on the basis of an arm’s length return for the services they perform in each of their local territories. The arm’s length return for each ICON entity is established to ensure that each of ICON Ireland and the ICON entities that are involved in the conduct of services for customers, earn an appropriate return having regard to the assets owned, risks borne, and functions performed by each entity from these intercompany transactions. The arm’s length return is reviewed annually to ensure that it is market appropriate. The integration of entities acquired through the Merger into this global network and global transfer pricing model has been completed. The geographic split of revenue disclosed for each region outside Ireland is the arm’s length revenue attributable to these entities. The residual revenues of the Group, once each ICON entity has been paid its respective intercompany service fee, generally fall to be retained by ICON Ireland. As such, revenues and income from operations in Ireland are a function of this global transfer pricing model and comprise revenues of the Group after deducting the arm’s length revenues attributable to the activities performed outside Ireland. There have been no changes to the overall basis of segmentation or the measurement basis for the segment results since the prior year. Reportable geographic information at December 31, 2023 and December 31, 2022 and for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 is as follows: a) The distribution of revenue by geographical area was as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Ireland $ 2,377,104 $ 1,984,567 $ 1,365,909 Rest of Europe 1,574,783 1,618,350 1,175,515 U.S. 3,283,790 3,574,610 2,581,007 Other 884,499 563,859 358,395 Total $ 8,120,176 $ 7,741,386 $ 5,480,826 b) The distribution of income from operations (including Restructuring) by geographical area was as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Ireland * $ 432,026 $ 218,088 $ 131,961 Rest of Europe 153,450 253,799 177,863 U.S. 310,343 254,849 39,132 Other 60,333 68,501 29,573 Total $ 956,152 $ 795,237 $ 378,529 * Includes the full amount of the amortization charge associated with the intangible asset acquired in the Merger. c) The distribution of long-lived assets (property, plant and equipment and operating right-of-use assets), net, by geographical area was as follows: December 31, 2023 December 31, 2022 (in thousands) Ireland $ 199,051 $ 143,025 Rest of Europe 94,046 99,721 U.S. 159,245 213,311 Other 49,175 48,095 Total $ 501,517 $ 504,152 |
Net Income Per Ordinary Share
Net Income Per Ordinary Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Basic net income per ordinary share has been computed by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share is computed by adjusting the weighted average number of ordinary shares outstanding during the period for all potentially dilutive ordinary shares outstanding during the period and adjusting net income for any changes in income or loss that would result from the conversion of such potential ordinary shares. There is no difference in net income used for basic and diluted net income per ordinary share. The reconciliation of the number of shares used in the computation of basic and diluted net income per ordinary share is as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 82,101,813 81,532,320 67,110,186 Effect of dilutive share options and other awards outstanding under share based compensation programs 615,827 936,043 958,125 Weighted average number of ordinary shares outstanding for diluted net income per ordinary share 82,717,640 82,468,363 68,068,311 Year ended December 31, 2023 December 31, 2022 December 31, 2021 Net income per ordinary share: Basic $ 7.46 $ 6.20 $ 2.28 Diluted $ 7.40 $ 6.13 $ 2.25 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 12 Months Ended |
Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Year ended December 31, 2023 December 31, 2022 (in thousands) Currency translation adjustments $ (149,148) $ (175,369) Actuarial gain on defined benefit pension plan 7,803 7,559 Loss on cash flow hedge (2,161) (3,728) Total $ (143,506) $ (171,538) |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Cash paid for interest $ 317,975 $ 210,918 $ 106,205 Cash paid for income taxes (net of refunds) $ 163,778 $ 116,322 $ 55,105 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Subsidiaries of the Company earned revenue of $243,000 ( December 31, 2022: $428,000) from Corvus Pharmaceuticals during the year. Dr. Linda Grais serves as a Director and shareholder of Corvus Pharmaceuticals. $101,000 ( December 31, 2022: $231,000) was noted as due from Corvus Pharmaceuticals at December 31, 2023. Subsidiaries of the Company earned revenue of $45,000 (December 31, 2022: $235,000) from Afimmune Limited during the year. Dr. John Climax is Chief Executive Officer and a Director and shareholder of Afimmune Limited. $47,000 was noted as due from Afimmune Limited at December 31, 2023 (December 31, 2022: $263,000). On July 24, 2020, a subsidiary of the Company, ICON Clinical Research Limited, entered into an agreement to jointly establish a new company, Oncacare Limited ("Oncacare"), a specialized oncology site network in the US and EMEA regions, with a third party. The Company invested $4.9 million to obtain a 49% interest in the voting share capital of Oncacare. On April 20, 2023, the Company completed the purchase of the majority investor’s 51% majority voting share capital of Oncacare. The consideration paid by ICON to purchase the 51% majority voting share capital was $5.1 million. As a result of this transaction (the "Oncacare acquisition"), Oncacare and its subsidiaries became wholly owned subsidiaries of the ICON Group. Prior to the Oncacare acquisition, the Company recorded losses of $0.4 million and $3.1 million representing its pro rata share of the losses in Oncacare during the year ended December 31, 2023 and December 31, 2022, respectively. The Oncacare acquisition also resulted in goodwill of $13.4 million and gave rise to an acquisition-related gain of $6.2 million |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events from the Balance Sheet date through February 23, 2024, the date at which the consolidated financial statements were available to be issued. O n February 20, 2024, the Company's Board of Directors authorized a new buyback program of up to $500 million of the outstanding ordinary shares of the Company. All ordinary shares that are redeemed under the buyback program will be canceled in accordance with the constitutional documents of the Company and the nominal value of these shares transferred to an undenominated capital fund as required under Irish Company law. Repurchases under the share buyback program may be effected from time to time in open market or privately negotiated transactions in accordance with agreed terms and limitations. The timing and amount of the repurchase transactions under this program will depend on a variety of factors, including market conditions and corporate and regulatory considerations. Depending upon results of operations, market conditions and the development of the economy, as well as other factors, generally we will consider share repurchases on an opportunistic basis from time to time. The Company has determined that there are no other items to disclose. |
Summary of Significant accoun_2
Summary of Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of consolidation The consolidated financial statements include the financial statements of the Company and all of its subsidiaries. All significant intercompany profits, transactions and account balances have been eliminated. The results of subsidiary undertakings acquired in the period are included in the Consolidated Statement of Operations from the date of acquisition. |
Use of Estimates | Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ from those estimates. The principal management estimates and judgments used in preparing the financial statements relate to revenue recognition, intangible assets acquired in a business combination and income taxation. |
Disclosure of Fair Value of Financial Instruments | Disclosure of fair value of financial instruments Cash, cash equivalents, other receivables, available for sale investments, accounts receivable, accounts payable, investigator payments and income taxes payable have carrying amounts that approximate fair value due to the short term maturities of these instruments. Other liabilities' carrying amounts approximate fair value based on the net present value of estimated future cash flows. Debt is measured at amortized cost. Financial instruments are measured in the Consolidated Balance Sheet at amortized cost or fair value using a fair value hierarchy of valuation inputs. The fair value hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are: • Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets. • Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The Company classifies its investments in short-term debt or equity as available for sale, as it does not actively trade such securities nor does it intend to hold them to maturity. The fair value of short term investments are represented by Level 1 fair value measurements – quoted prices in active markets for identical assets. The changes in fair value are recognized in equity until disposal or sale, at which time, those unrealized movements from prior periods are recognized in the Consolidated Statement of Operations. Losses, other than temporary, which reduce the carrying amount below cost are recognized in the Consolidated Statement of Operations. |
Business Combinations | Business combinations The cost of a business combination is measured as the aggregate of the fair value of assets received, liabilities assumed and equity instruments issued in exchange for control. The Company records and allocates to its reporting units the excess of the cost over the fair value of the net assets acquired, known as goodwill. Where a business combination agreement provides for an adjustment to the cost of the acquisition which is contingent upon future events, the amount of the estimated adjustment is recognized at the acquisition date at the fair value of the contingent consideration. Accounting for contingent consideration, after the acquisition, depends on the classification of the contingent consideration. Equity-classified contingent consideration is not remeasured after the acquisition date and subsequent settlement is accounted for within equity. Contingent consideration, which is classified as a liability or an asset, is remeasured to fair value at each reporting date until the contingency is resolved. The changes in fair value are recognized in earnings, unless the arrangement is a derivative which has been designated as a hedging instrument in a cash flow hedging relationship, in which case, the changes are initially recognized in other comprehensive income/loss. The assets, liabilities and contingent liabilities of businesses acquired are measured at their fair values at the date of acquisition. In the case of a business combination which is completed in stages, the fair values of the identifiable assets, liabilities and contingent liabilities are determined at the date of each exchange transaction. When the initial accounting for a business combination is determined provisionally, any subsequent adjustments to the provisional values allocated to the identifiable assets, liabilities and any contingent liabilities are made within twelve months of the acquisition date and presented as adjustments to goodwill in the reporting period in which the adjustments are determined. Transaction and integration-related expenses Transaction and integration-related expenses are the incremental costs directly attributable to completion and integration activities associated with the Company’s recent acquisitions. The costs consist of investment banking fees, advisory costs, professional fees, retention agreements with employees, accelerated share-based compensation charges and ongoing integration activities. The Company accounts for these transaction and integration-related costs as expenses in the period in which the costs are incurred and the services are received. |
Foreign Currencies and Translation of Subsidiaries | Foreign currencies and translation of subsidiaries The Company's financial statements are prepared in United States dollars. The financial statements of subsidiaries with other functional currencies are translated at period end rates for the Consolidated Balance Sheets and average rates for the Consolidated Statements of Operations. Translation gains and losses arising are reported as a movement on accumulated other comprehensive income/loss. Transactions in currencies other than the functional currency of the subsidiaries of the Company are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in currencies other than the functional currency of the subsidiaries of the Company are translated into the functional currency of that entity at exchange rates prevailing at the balance sheet date. Adjustments resulting from these translations are charged or credited to income. Foreign currency gains and losses on intercompany transactions classified as long-term investments are reported in other comprehensive income/loss as currency translation adjustments. Amounts charged or credited to the Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Amounts charged/(credited) $ 12,916 $ (25,997) $ (14,316) |
Revenue recognition | Revenue recognition The Company earns revenues by providing a number of different services to its customers. These services, which are integral elements of the clinical development process, include clinical trials management, consulting, contract staffing, data services and laboratory services. These services, which are described below, can be purchased collectively or individually as part of a clinical trial contract. There is not significant variability in how economic factors affect these services. Contracts range in duration from a number of months to several years. ASC 606 requires application of five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligation in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies the performance obligation(s), which have been applied to revenue recognized from each service described below. Clinical trial service revenue A clinical trial service is a single performance obligation satisfied over time, i.e. the full-service obligation in respect of a clinical trial (including those services performed by investigators and other parties) is considered a single performance obligation. Promises offered to the customer are not distinct within the context of the contract. ICON is the contract principal in respect of both direct services and in the use of third parties (principally investigator services) that support the clinical research projects. The transaction price is determined by reference to the contract or change order value (total service revenue and pass-through/ reimbursable expenses) adjusted to reflect a realizable contract value. Revenue is recognized over time as the single performance obligation is satisfied. The progress towards completion for clinical service contracts is measured based on an input measure being total project costs incurred (inclusive of pass-through/ reimbursable expenses) at each reporting period as a percentage of forecasted total project costs. Laboratory services revenue Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the products or services are transferred to the customer. Revenue for laboratory services is measured as the amount of consideration we expect to receive in exchange for transferring products or services. Where contracts with customers contain multiple performance obligations, the transaction price is allocated to each performance obligation based on the estimated relative selling price of the promised good or service. Service revenue is recognized over time as the services are delivered to the customer based on the extent of progress towards completion of the performance obligation. The determination of the methodology to measure progress requires judgment and is based on the nature of services provided. This requires an assessment of the transfer of value to the customer. The right to invoice measure of progress is generally related to rate per unit contracts, as the extent of progress towards completion is measured based on discrete service or time-based increments, such as samples tested or labor hours incurred. Revenue is recorded in the amount invoiced since that amount corresponds to the value of the Company's performance and the transfer of value to the customer. Contracting services revenue The Company has availed of the practical expedient which results in recognition of revenue on a right to invoice basis. Application of the practical expedient reflects the right to consideration from the customer in an amount that corresponds directly with the value to the customer of the performance completion to date. This reflects hours performed by contract staff. Consulting services revenue Our consulting services contracts represent a single performance obligation satisfied over time. The transaction price is determined by reference to contract or change order value. Revenue is recognized over time as the performance obligation is satisfied. The progress towards completion for consulting contracts is measured based on total project inputs (time) at each reporting period as a percentage of forecasted total project inputs. Data services revenue The Company provides data reports and analytics to customers based on agreed-upon specifications, including the timing of delivery, which is typically either weekly, monthly, or quarterly. If a customer requests more than one type of data report or series of data reports within a contract, each distinct type of data report is a separate performance obligation. The contracts provide for the Company to be compensated for the value of each deliverable. The transaction price is determined using list prices, discount agreements, if any, and negotiations with the customers, and generally includes any out-of-pocket expenses. Typically, the Company bills in advance of services being provided with the amount being recorded as unearned revenue. When multiple performance obligations exist, the transaction price is allocated to performance obligations on a relative standalone selling price basis. In cases where the Company contracts to provide a series of data reports, or in some cases data, the Company recognizes revenue over time using the “units delivered” output method as the data or reports are delivered. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the services performed. Certain arrangements include upfront customization or consultative services for customers. These arrangements often include payments based on the achievement of certain contractual milestones. Under these arrangements, the Company contracts with a customer to carry out a specific study, ultimately resulting in delivery of a custom report or data product. These arrangements are a single performance obligation given the integrated nature of the service being provided. The Company typically recognizes revenue under these contracts over time, using an output-based measure, generally time elapsed, to measure progress and transfer of control of the performance obligation to the customer. Expense reimbursements are recorded to revenue as the expenses are incurred as they relate directly to the service performed. The Company enters into contracts with some of its larger data suppliers that involve non-monetary terms. The Company issues purchase credits to be used toward the data supplier's purchase of the Company's services based on the fair value of the data obtained. In exchange, the Company receives monetary discounts on the data received from the data suppliers. The fair value of the revenue earned from the customer purchases is recognized as services are delivered as described above. At the end of the contract year, any unused customer purchase credits may be forfeited or carried over to the next contract year based on the terms of the data supplier contract. Commissions Incremental costs of obtaining a contract are recognized as an asset on the Consolidated Balance Sheet in respect of those contracts that exceed one year. Where commission costs relate to contracts that are less than one year, the practical expedient is applied as the amortization period of the asset which would arise on deferral would be one year or less. |
Reimbursable expenses and Direct costs | Reimbursable expenses Reimbursable expenses comprise investigator payments and certain other costs which are reimbursed by clients under terms specific to each contract to the investigators. The Company includes reimbursed expenses in revenue and direct costs as the Company is primarily responsible for fulfilling the promise to provide the specified service, including integration of the related services into a combined output to the customer. Direct costs Direct costs consist of compensation, associated employee benefits and share-based payments for project-related employees and other direct project-related costs. Reimbursable expenses are presented within direct costs. This presentation is to align the presentation of costs with our assessment that our clinical trial service is a single performance obligation satisfied over time. Reimbursable expenses are recorded once the activity which forms the basis for the cost has occurred. Payments are made based on predetermined contractual arrangements. Timing of payments may differ from the timing of the expense. |
Cash and Cash Equivalents | Cash and cash equivalents Cash and cash equivalents include cash and highly liquid investments with initial maturities of three months or less and are stated at cost, which approximates market value. |
Investment in Debt, Equity and Other | Investments in debt, equity and other Available for sale investments The Company classifies short-term investments as available for sale. The investments are reported at fair value, with unrealized gains or losses reported in a separate component of shareholders' equity. Any differences between the cost and fair value of the investments are represented by accrued interest and unrealized gains/losses. Realized gains and losses are determined using specific identification. Long term investments The Company classifies its interests in funds having considered the nature of its investment, the extent of influence over operating and financial decisions and the availability of readily determinable fair values. The Company determined that the interests in funds at December 31, 2023 and December 31, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2023 and December 31, 2022 qualify for the Net Asset Value ("NAV") practical expedient in ASC Topic 820, Fair value Measurements ("ASC 820") . Any increases or decreases in fair value are recognized in earnings in the period. Equity method investments The Company’s investments that are not consolidated are accounted for under the equity method if the Company exercises significant influence that is considered to be greater than minor. These investments are classified as equity method investments on the Consolidated Balance Sheet. The Company records its pro rata share of the earnings/losses of these investments in Share of losses in equity investments in the Consolidated Statement of Operations. The Company reviews equity method investments for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. |
Accounts Receivable, Net and Unbilled Revenue | Accounts receivable, net and unbilled revenue Accounts receivable and unbilled revenue are recorded at fair value less an estimate of the credit losses expected to be incurred on the Company's accounts receivable portfolio. The Company's estimate of expected credit losses considers historical credit loss information that is adjusted, where necessary, for current conditions and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. The Company's receivables and unbilled services are predominantly due from large and mid-tier pharmaceutical and biotechnology companies that share similar risk characteristics. The Company monitors their portfolio of receivables and unbilled services for any deterioration in current or expected credit quality (for example, expected delinquency level), and adjusts the allowance for credit losses as required. Changes in the allowance for credit losses are recorded as a provision for (or reversal of) credit loss expense in the Consolidated Statement of Operations. Losses are charged against the allowance when management believes the uncollectibility of a previously provisioned amount is confirmed. Accounts receivable early payment discounting Where the Company enters into an agreement to sell certain portfolios of its accounts receivable balances, the sale is accounted for in accordance with ASC Topic 860, Transfers and Servicing |
Property, Plant and Equipment | Property, plant and equipment Property, plant and equipment is stated at cost less accumulated depreciation. Depreciation of property, plant and equipment is computed using the straight line method based on the estimated useful lives of the assets as listed below: Estimated Useful Life Buildings 40 years Computer equipment and software 2 - 8 years Office furniture and fixtures 8 years Laboratory equipment 5 years Motor vehicles 5 years |
Leases | Leases The Company determines if an arrangement is a lease at inception and reassess if there are changes in terms and conditions of the contract. Finance leases, if any, are depreciated on the same basis as property, plant and equipment. At December 31, 2023 and December 31, 2022, the Company did not account for any leases as finance leases. Operating leases are included in operating right-of-use ("ROU") assets, other liabilities and non-current operating lease liabilities on our Consolidated Balance Sheet with the lease charge recognized on a straight-line basis over the lease term. ROU assets and lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at the lease commencement date. Our lease terms may also include options to extend or terminate. The Company actively reviews options to extend or terminate leases and adjusts the ROU asset and lease liability when it is reasonably certain the option will be exercised. The ROU asset is adjusted for any prepayments made at the date of commencement and any initial direct costs incurred. As most of the Company's leases do not provide an implicit rate, the discount rate used is based on the rate of traded corporate bonds available at the commencement date adjusted for country risk, liquidity and lease term. The Company accounts for lease and non-lease components separately with lease components flowing through the Consolidated Balance Sheet and non-lease components expensed directly to the Consolidated Statements of Operations. Leasehold improvements are amortized over the shorter of the depreciable lives of the corresponding fixed assets or the lease term including any applicable renewals. Certain property leases include variable lease payments resulting from periodic rent increases based on an index which cannot be reasonably estimated at the lease commencement date. These costs are expensed as incurred on the Consolidated Statements of Operations. In some cases, the Company enters into sublease agreements and becomes both a lessee and a lessor for the same underlying asset. Subleases are accounted for as operating leases separately from the lease they relate to, but similar in manner as all other leases. ROU assets for operating leases are occasionally reduced by impairment losses. The Company uses the long-lived assets impairment guidance in ASC Subtopic 360-10, Property, Plant, and Equipment – Overall , to determine whether an ROU asset is impaired, and if so, the amount of the impairment loss to recognize. |
Intangible Assets | Intangible assets Intangible assets are measured at fair value at the date of acquisition and amortized on a straight-line basis over their respective estimated useful lives. The Company has no indefinite-lived intangible assets. The Company evaluates its intangible assets for impairment when indicators of impairment exist. Intangible assets are amortized on a straight-line basis over their estimated useful lives, as set forth in the table below: Estimated Useful Life Customer relationships 16 - 23 years Order backlog 3 years Trade names 3 years Patient database 7 years Technology assets 5 years The Company periodically assesses the estimated useful lives of intangible assets to evaluate whether what was established at acquisition continues to be appropriate. |
Impairment of goodwill and long-lived assets | Impairment of goodwill and long-lived assets Goodwill is tested for impairment annually, or more frequently, if an event or circumstance indicates that an impairment loss may have been incurred. The annual impairment test for goodwill includes an option to perform a qualitative assessment of whether it is more likely than not that a reporting unit's fair value is less than its carrying value. Reporting units are businesses with discrete financial information that is available and reviewed by management. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs the quantitative goodwill impairment test. The Company may also chose to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the quantitative assessment. The Company recognizes an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value. Long-lived 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 the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined through various valuation techniques including discounted cash flow models and third-party independent appraisals, as considered necessary. Assets to be disposed of are reported at the lower of the carrying amount of the asset or fair value less selling costs. |
Debt Issuance Costs | Debt issuance costs Debt issuance costs relating to the Company’s long-term debt are recorded as a direct reduction of long-term debt; these costs are deferred and amortized to interest expense using the effective interest method, over the respective terms of the related debt. Debt issuance costs relating to the Company’s revolving credit facilities are recorded as an asset; these costs are deferred and amortized to interest expense using the straight-line method. Early repayment of debt facilities can result in modification of the debt and the acceleration of the amortization of debt issuance costs. |
Derivative Financial Instruments | Derivative financial instruments The Company uses derivative financial instruments to reduce exposures to interest rates. Derivatives are recorded on the Consolidated Balance Sheet at fair value at each balance sheet date utilizing pricing models for non-exchange-traded contracts. Our accounting policies for derivative financial instruments are based on whether they meet the criteria for designation as cash flow or fair value hedges. A designated hedge of the exposure to variability in the future cash flows of an asset or a liability, or of a forecast transaction, is referred to as a cash flow hedge. A designated hedge of the exposure to changes in fair value of an asset or a liability is referred to as a fair value hedge. The criteria for designating a derivative as a hedge include the assessment of the instrument's effectiveness in risk reduction, matching of the derivative instrument to its underlying transaction and the probability that the underlying transaction will occur. For derivatives with cash flow hedge accounting designation, we report the gain or loss from the effective portion of the hedge as a component of Other Comprehensive Income and reclassify it into earnings in the same period or periods in which the hedged transaction affects earnings and within the same Consolidated Statement of Operations line item as the impact of the hedged transaction. For derivatives with fair value hedge accounting designation, we recognize gains or losses from the change in fair value of these derivatives, as well as the offsetting change in the fair value of the underlying hedged item, in earnings. Fair value gains and losses arising on derivative financial instruments not qualifying for hedge accounting are reported in our Consolidated Statement of Operations. |
Income Taxes | Income taxes The Company applies the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the provision of income taxes in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the amount that is more likely than not to be realized. The Company recognizes the effect of income tax positions only if those positions will more likely than not be sustained. Recognized income tax positions are measured at the largest amount of tax benefit that is greater than 50 percent likely of being realized upon settlement. Interest and penalties related to income taxes are included in income tax expense and classified with the related liability on the Consolidated Balance Sheet. The Company accounts for the impact of Global Intangible Low-Taxed Income ("GILTI") in the period it arises and has therefore not provided for deferred taxes in respect of this item. |
Government grants | Government grants Government grants received relating to capital expenditures are shown by deducting the grant from the asset's carrying amount and crediting them to income on a basis consistent with the depreciation policy of the relevant assets. Grants relating to categories of operating expenditures are shown as deferred income and credited to income in the period in which the expenditure to which they relate is charged. Under the grant agreements, amounts received may become repayable in full should certain circumstances specified within the grant agreements occur, including downsizing by the Company, disposing of the related assets, ceasing to carry on its business or the appointment of a receiver over any of its assets. The Company has not recognized any loss contingency having assessed as remote the likelihood of these events arising. |
Research and development credits | Research and development credits Research and development credits are available to the Company under the tax laws in certain jurisdictions, based on qualifying research and development spend as defined under those tax laws. Research and development credits may be recognized as a reduction of income tax expense. However, certain tax jurisdictions provide refundable credits that are not wholly dependent on the Company's ongoing income tax status or income tax position. In these circumstances the benefit of these credits is not recorded as a reduction to income tax expense, but rather as a reduction of operating expenditure. |
Pension Costs | Pension costs The Company contributes to defined contribution plans covering all eligible employees. The Company contributes to these plans based upon various fixed percentages of employee compensation and such contributions are expensed as incurred. The Company operates, through certain subsidiaries, a defined benefit plan for certain employees located in the United Kingdom and Switzerland. The Company accounts for these plans in accordance with ASC Subtopic 715-30, Defined Benefit Plans – Pension . The Company also maintains various retirement plans across the Group, many of which are required by local employment laws. |
Share-Based Compensation | Share-based compensation The Company accounts for its share options, Restricted Share Units ("RSUs") and Performance Share Units ("PSUs") in accordance with the provisions of ASC Topic 718, Compensation – Stock Compensation ("ASC 718") . Share-based compensation expense for share options awarded to employees and directors is estimated at the grant date based on each option's fair value as calculated using the Black-Scholes option-pricing model. Share-based compensation for RSUs and PSUs awarded to employees and directors is calculated based on the market value of the Company's shares on the date of award of the RSUs and PSUs. The value of awards expected to vest is recognized as an expense over the requisite service periods. Forfeitures are estimated on the date of grant and revised if actual or expected forfeiture activity differs materially from original estimates. Estimating the grant date fair value of share options as of the grant date using an option-pricing model, such as the Black-Scholes model, is affected by the Company's share price as well as assumptions regarding a number of complex variables. These variables include, but are not limited to, the expected share price volatility over the term of the awards, risk-free interest rates and the expected term of the awards. Liability classified awards are measured at the fair value of the award on the grant date and remeasured at each reporting period at fair value until the award is settled. Replacement awards In connection with the completion of the Merger, the company issued replacement awards to the holders of PRA equity awards on July 1, 2021. An exchange of share-based compensation awards in a business combination is treated as a modification under ASC 718. The replacement awards and the original acquiree awards are measured at fair value at the acquisition date and calculated using the fair-value-based measurement principles in ASC 718. Amounts attributable to pre-combination vesting are accounted for as part of the consideration transferred for the acquiree. Amounts attributable to post-combination vesting are accounted for separate from the business combination and are recognized as compensation cost in the post-combination period. |
Transaction and Integration-related Expenses | Business combinations The cost of a business combination is measured as the aggregate of the fair value of assets received, liabilities assumed and equity instruments issued in exchange for control. The Company records and allocates to its reporting units the excess of the cost over the fair value of the net assets acquired, known as goodwill. Where a business combination agreement provides for an adjustment to the cost of the acquisition which is contingent upon future events, the amount of the estimated adjustment is recognized at the acquisition date at the fair value of the contingent consideration. Accounting for contingent consideration, after the acquisition, depends on the classification of the contingent consideration. Equity-classified contingent consideration is not remeasured after the acquisition date and subsequent settlement is accounted for within equity. Contingent consideration, which is classified as a liability or an asset, is remeasured to fair value at each reporting date until the contingency is resolved. The changes in fair value are recognized in earnings, unless the arrangement is a derivative which has been designated as a hedging instrument in a cash flow hedging relationship, in which case, the changes are initially recognized in other comprehensive income/loss. The assets, liabilities and contingent liabilities of businesses acquired are measured at their fair values at the date of acquisition. In the case of a business combination which is completed in stages, the fair values of the identifiable assets, liabilities and contingent liabilities are determined at the date of each exchange transaction. When the initial accounting for a business combination is determined provisionally, any subsequent adjustments to the provisional values allocated to the identifiable assets, liabilities and any contingent liabilities are made within twelve months of the acquisition date and presented as adjustments to goodwill in the reporting period in which the adjustments are determined. Transaction and integration-related expenses Transaction and integration-related expenses are the incremental costs directly attributable to completion and integration activities associated with the Company’s recent acquisitions. The costs consist of investment banking fees, advisory costs, professional fees, retention agreements with employees, accelerated share-based compensation charges and ongoing integration activities. The Company accounts for these transaction and integration-related costs as expenses in the period in which the costs are incurred and the services are received. |
Restructuring | Restructuring Restructuring charges reflect certain one-time costs arising from reorganization programs announced by Company management. These programs generally result in asset impairments and workforce reductions in order to optimize the Company’s structure and facilitate improved long-term performance. Asset related impairment charges are taken when the fair value is less than the asset’s carrying value. Workforce related charges are taken when an approved reorganization program is communicated to the relevant employee groups. |
Net Income per Ordinary Share | Net income per ordinary share Basic net income per ordinary share attributable to the Company has been computed by dividing net income available to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per ordinary share is computed by adjusting the weighted average number of ordinary shares outstanding during the period for all potentially dilutive ordinary shares outstanding during the period and adjusting net income for any changes in income or loss that would result from the conversion of such potential ordinary shares. There is no difference in net income used for basic and diluted net income per ordinary share. |
Impact of Recently Issued or Adopted Accounting Standards | Impact of Recently Issued or Adopted Accounting Standards Accounting pronouncements, effective for the year ended December 31, 2023, did not have any significant impact on the Company’s consolidated financial statements. The following accounting pronouncements have been issued, but not yet adopted, as of December 31, 2023: In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting – Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which amends the guidance in ASC Topic 280, Segment Reporting. The amended guidance requires disclosure of significant segment expenses and other segment items on an annual and interim basis. Furthermore, all disclosures about a reportable segment’s profit or loss, which are currently required annually, will be mandated for interim periods. The additional disclosures required by ASU 2023-07 apply to entities with a single reportable segment. The amended guidance is effective for fiscal periods beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with retrospective application required. The Company is currently evaluating the impact of this ASU on disclosures within its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which requires disaggregated information about an entity’s effective tax rate reconciliation and additional discloses on income taxes paid. The new requirements are effective for annual periods beginning after December 15, 2024. The guidance is to be applied prospectively, with an option for retrospective application. The Company is currently evaluating the impact of this new guidance on disclosures within its consolidated financial statements. |
Summary of Significant accoun_3
Summary of Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Adjustments resulting from foreign currency translations | Amounts charged or credited to the Consolidated Statements of Operations for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Amounts charged/(credited) $ 12,916 $ (25,997) $ (14,316) |
Estimated useful lives of assets | Depreciation of property, plant and equipment is computed using the straight line method based on the estimated useful lives of the assets as listed below: Estimated Useful Life Buildings 40 years Computer equipment and software 2 - 8 years Office furniture and fixtures 8 years Laboratory equipment 5 years Motor vehicles 5 years |
Schedule of Finite-Lived Intangible Assets | Intangible assets are amortized on a straight-line basis over their estimated useful lives, as set forth in the table below: Estimated Useful Life Customer relationships 16 - 23 years Order backlog 3 years Trade names 3 years Patient database 7 years Technology assets 5 years The carrying amount of Intangible Assets for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Cost (in thousands) Customer relationships $ 4,090,393 $ 4,076,435 Order backlog 541,302 536,934 Trade names & brands 204,653 204,621 Patient database 170,366 170,238 Technology assets 141,257 120,984 Total cost 5,147,971 5,109,212 Accumulated amortization (1,292,106) (830,553) Net book value $ 3,855,865 $ 4,278,659 |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue disaggregated by customer profile is as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Top client $ 721,309 $ 683,546 $ 441,173 Clients 2-5 1,453,508 1,506,087 1,291,946 Clients 6-10 1,188,943 1,112,636 752,325 Clients 11-25 1,743,539 1,585,739 1,077,073 Other 3,012,877 2,853,378 1,918,309 Total $8,120,176 $7,741,386 $5,480,826 |
Contract Balances (Tables)
Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contracts with Customers, Asset and Liabilities | Accounts receivable and unbilled revenue are as follows: December 31, 2023 December 31, 2022 (in thousands) Billed services (accounts receivable) $ 1,821,855 $ 1,751,950 Allowance for credit losses (note 5) (31,533) (20,562) Accounts receivable (net) 1,790,322 1,731,388 Unbilled services (unbilled revenue) 951,936 957,655 Accounts receivable and unbilled revenue, net $ 2,742,258 $ 2,689,043 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) December 31, 2023 December 31, 2022 $ Change % Change Unbilled services (unbilled revenue) $ 951,936 $ 957,655 $ (5,719) (0.6) % Unearned revenue (payments on account) (1,654,507) (1,507,449) (147,058) 9.8 % Net balance $ (702,571) $ (549,794) $ (152,777) 27.8 % |
Allowances for Credit Losses (T
Allowances for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Schedule of Provision for Credit Losses | The Company does business with most major international pharmaceutical companies. Provision for credit losses at December 31, 2023 and December 31, 2022 comprises: December 31, 2023 December 31, 2022 (in thousands) Opening provision $ 20,562 $ 7,081 Amounts used during the year (13,358) (3,913) Amounts provided during the year 24,550 17,800 Foreign exchange (221) (406) Closing provision $ 31,533 $ 20,562 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The Merger Date fair value of the consideration transferred consisted of the following: (in thousands) Fair value of cash consideration $ 5,308,646 Fair value of ordinary shares issued to acquiree stockholders 5,658,126 Fair value of replacement share-based awards issued to acquiree employees 209,399 Repayment of term loan obligations and accrued interest * 865,800 $ 12,041,971 * This represents the portion of PRA debt paid by ICON. PRA also paid $401.6 million from available cash to settle debt obligations that existed at the Merger Date. |
Summary of Estimates of Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the allocation of the consideration transferred based on the Merger Date fair values of assets acquired and liabilities assumed, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill: July 1, (in thousands) Cash and cash equivalents $ 259,971 Accounts receivable and unbilled revenue 934,308 Other current assets 125,156 Fixed assets 156,851 Operating lease right-of-use assets 180,601 Goodwill * 8,084,314 Intangible assets 4,919,000 Deferred tax assets 25,190 Other assets 33,928 Accounts payable (50,259) Accrued expenses and other current liabilities (380,048) Current portion of operating lease liabilities (36,506) Unearned revenue (739,278) Non-current portion of operating lease liabilities (147,204) Deferred tax liabilities (1,119,762) Other non-current liabilities (204,291) Net assets acquired $ 12,041,971 * The goodwill in connection with the Merger is primarily attributable to the assembled workforce of PRA and the expected synergies of the Merger. None of the goodwill recognized is deductible for income tax purposes. |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table summarizes the fair value of identified intangible assets and their respective useful lives as of the Merger Date: Estimated Fair Value Estimated Useful Life (in thousands) Customer relationships $ 3,938,000 23 years Order backlog 500,000 3 years Trade names 202,000 3 years Patient database 168,000 7 years Technology assets 111,000 5 years $ 4,919,000 |
Schedule of measurement period adjustments | In the period since the Merger Date, the Company recognized certain measurement period adjustments as shown in the table below: Measurement period adjustments (in thousands) Cash and cash equivalents $ — Accounts receivable and unbilled revenue — Other current assets 14,465 Fixed assets (6,137) Operating lease right-of-use assets (11,744) Goodwill 70,436 Intangible assets * 44,000 Deferred tax assets (147,039) Other assets (1,166) Accounts payable — Accrued expenses and other current liabilities (37,496) Current portion of operating lease liabilities 1,865 Unearned revenue ** 19,623 Non-current portion of operating lease liabilities 10,454 Non-current deferred tax liabilities 193,837 Other non-current liabilities (151,098) * In the year ended December 31, 2022, the Company incurred a $2.2 million amortization expense which related to the year ended December 31, 2021 due to the timing of the measurement period adjustment. ** The unearned revenue measurement period adjustment also includes $16.0 million as a result of the early adoption of ASU 2021-08 'Business Combinations (Topic 805) - Accounting for Contract Assets and Contract Liabilities from Contracts with Customers' in Quarter 4 2021. |
Fair Value (Tables)
Fair Value (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | As of December 31, 2023, the fair value of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total (in thousands) Assets: Available for sale securities (short-term) (a) $ 1,954 $ — $ — $ — $ 1,954 Available for sale investments (long-term) (b) — — — 46,804 46,804 Derivative instruments (c) — — — — — Total assets $ 1,954 $ — $ — $ 46,804 $ 48,758 Liabilities: Derivative instruments (c) — 2,411 — — 2,411 Total Liabilities $ — $ 2,411 $ — $ — $ 2,411 As of December 31, 2022, the fair value of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total (in thousands) Assets: Available for sale securities (short-term) (a) $ 1,713 $ — $ — $ — $ 1,713 Available for sale investments (long-term) (b) — — — 32,631 32,631 Derivative instruments (c) 12 12 Total assets $ 1,713 $ 12 $ — $ 32,631 $ 34,356 Liabilities: Derivative instruments (c) — 3,670 — — 3,670 Total liabilities $ — $ 3,670 $ — $ — $ 3,670 (a) Represents the fair value of highly liquid investments with maturities greater than three months, a minimum "A-" rated fixed term deposit and are based on quoted market prices. (b) To determine the classification of interests in long-term investments, the Company considered the nature of its investment, the extent of influence over operating and financial decisions and the availability of readily determinable fair values. The Company determined that the interests in funds at December 31, 2023 and December 31, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2023 and December 31, 2022 qualify for the NAV practical expedient in ASC 820. Any increases or decreases in fair value are recognized in net income in the period. |
Fair Value, Assets Measured on Recurring Basis | As of December 31, 2023, the fair value of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total (in thousands) Assets: Available for sale securities (short-term) (a) $ 1,954 $ — $ — $ — $ 1,954 Available for sale investments (long-term) (b) — — — 46,804 46,804 Derivative instruments (c) — — — — — Total assets $ 1,954 $ — $ — $ 46,804 $ 48,758 Liabilities: Derivative instruments (c) — 2,411 — — 2,411 Total Liabilities $ — $ 2,411 $ — $ — $ 2,411 As of December 31, 2022, the fair value of the major classes of the Company's assets and liabilities measured at fair value on a recurring basis were as follows: Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total (in thousands) Assets: Available for sale securities (short-term) (a) $ 1,713 $ — $ — $ — $ 1,713 Available for sale investments (long-term) (b) — — — 32,631 32,631 Derivative instruments (c) 12 12 Total assets $ 1,713 $ 12 $ — $ 32,631 $ 34,356 Liabilities: Derivative instruments (c) — 3,670 — — 3,670 Total liabilities $ — $ 3,670 $ — $ — $ 3,670 (a) Represents the fair value of highly liquid investments with maturities greater than three months, a minimum "A-" rated fixed term deposit and are based on quoted market prices. (b) To determine the classification of interests in long-term investments, the Company considered the nature of its investment, the extent of influence over operating and financial decisions and the availability of readily determinable fair values. The Company determined that the interests in funds at December 31, 2023 and December 31, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2023 and December 31, 2022 qualify for the NAV practical expedient in ASC 820. Any increases or decreases in fair value are recognized in net income in the period. |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment, Net | The carrying amount of Property, Plant and Equipment for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) Cost Land $ 3,724 $ 3,724 Buildings 70,072 70,880 Computer equipment and software 550,119 500,135 Office furniture and fixtures 45,856 50,600 Laboratory equipment 56,217 59,946 Leasehold improvements 55,000 65,167 Motor vehicles 79 41 781,067 750,493 Less accumulated depreciation and asset write offs (419,883) (400,173) Property, plant and equipment (net) $ 361,184 $ 350,320 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) Opening goodwill $ 8,971,670 $ 9,037,931 Current year acquisitions (note 6) 36,750 — Prior period acquisition (note 6) — (35,692) Foreign exchange movement 13,655 (30,569) Closing goodwill $ 9,022,075 $ 8,971,670 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are amortized on a straight-line basis over their estimated useful lives, as set forth in the table below: Estimated Useful Life Customer relationships 16 - 23 years Order backlog 3 years Trade names 3 years Patient database 7 years Technology assets 5 years The carrying amount of Intangible Assets for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Cost (in thousands) Customer relationships $ 4,090,393 $ 4,076,435 Order backlog 541,302 536,934 Trade names & brands 204,653 204,621 Patient database 170,366 170,238 Technology assets 141,257 120,984 Total cost 5,147,971 5,109,212 Accumulated amortization (1,292,106) (830,553) Net book value $ 3,855,865 $ 4,278,659 |
Schedule of Future Intangible Asset Amortization Expense | Future intangible asset amortization expense for the years ended December 31, 2024 to December 31, 2028 is as follows: (in thousands) 2024 $ 344,518 2025 229,106 2026 214,869 2027 202,539 2028 189,539 Total $ 1,180,571 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | The carrying amount of Other Liabilities for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) General trade and overhead liabilities* $ 463,882 $ 530,204 Personnel related liabilities 385,499 395,862 Operating lease liabilities 36,414 43,657 Facility related liabilities 11,078 16,896 Other liabilities 13,532 12,852 Restructuring liabilities 4,951 5,512 Short term government grants 43 42 $ 915,399 $ 1,005,025 *includes amounts due to third parties in respect of accrued reimbursable investigator expenses o f $333.0 million at December 31, 2023 and $406.3 million at December 31, 2022. |
Bank Credit Lines and Loan Fa_2
Bank Credit Lines and Loan Facilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company had the following debt outstanding as of December 31, 2023 and 2022: Interest rate as of Principal amount as of Maturity Date December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 (in thousands) Senior Secured Term Loan July 2028 7.860 % 7.092 % $ 3,251,213 $ 4,201,213 Senior Secured Notes July 2026 2.875 % 2.875 % 500,000 500,000 Senior Secured Revolving Loan Facility January 2024 6.720 % — 55,000 — Total debt 3,806,213 4,701,213 Less current portion of debt (110,150) (55,150) Total long-term debt 3,696,063 4,646,063 Less debt issuance costs and debt discount (30,624) (47,026) Total long-term debt, net $ 3,665,439 $ 4,599,037 Drawdown Repayment Closing Balance (in thousands) December 31, 2022 $ — $ — $ — Quarter 1, 2023 180,000 100,000 80,000 Quarter 2, 2023 50,000 80,000 50,000 Quarter 3, 2023 75,000 50,000 75,000 Quarter 4, 2023 65,000 85,000 55,000 $ 370,000 $ 315,000 |
Schedule of Financing Cost | Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Interest expense on drawn facilities $ 311,019 $ 209,189 $ 93,809 Amortization of merger related financing fees 16,402 17,749 12,890 Transaction and one time financing costs — — 75,391 Other financing costs* 9,278 2,793 333 Total financing costs $ 336,699 $ 229,731 $ 182,423 *Includes costs associated with the senior secured revolving loan facility. |
Schedule of Maturities of Long-term Debt | As of December 31, 2023, the contractual maturities of the Company's debt obligations were as follows: Current maturities of debt: (in thousands) 2024 $ 110,150 2025 55,150 2026 555,150 2027 55,150 2028 and thereafter 3,030,613 Total $ 3,806,213 |
Schedule of Principal Payments on Debt Instrument | Principal repayments, comprising mandatory and voluntary repayments, during the year ended December 31, 2023 and December 31, 2022 were as follows: Principal repayments December 31, 2023 December 31, 2022 (in thousands) Quarter 1 $ 250,000 $ 300,000 Quarter 2 150,000 100,000 Quarter 3 300,000 200,000 Quarter 4 250,000 200,000 Total $ 950,000 $ 800,000 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair values of the Company’s derivative financial instruments, on a gross basis, are summarized in the following table: December 31, 2023 December 31, 2022 Asset Liability Notional Asset Liability Notional (in thousands) (in thousands) Derivatives designated as hedging instruments: Interest Rate Caps $ — $ 1,871 $ 1,600,606 $ 12 $ 3,363 $ 2,100,606 Interest Rate Swap — 540 1,100,606 — 307 1,100,606 Total derivatives designated as hedging instruments $ — $ 2,411 $ 2,701,212 $ 12 $ 3,670 $ 3,201,212 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Lease Cost | Lease costs recorded under operating leases for the years ended December 31, 2023, 2022 and 2021 were as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Operating lease costs $ 46,820 $ 53,880 $ 51,200 Income from sub-leases (1,103) (1,165) (1,338) Net operating lease costs $ 45,717 $ 52,715 $ 49,862 |
Schedule of Operating Lease Maturity | Future minimum lease payments under non-cancelable leases as of December 31, 2023 were as follows: Minimum rental (in thousands) 2024 $ 40,894 2025 34,585 2026 29,172 2027 23,254 2028 15,023 Thereafter 33,998 Total future minimum lease payments 176,926 Lease imputed interest (14,191) Total $ 162,735 |
Non-current other liabilities (
Non-current other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Non-current other liabilities | The carrying amount of Non-current other liabilities for the years ended December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 (in thousands) Defined benefit pension obligations, net (note 21) $ 14,738 $ 13,033 Other non-current liabilities 31,260 25,227 $ 45,998 $ 38,260 |
Restructuring charges (Tables)
Restructuring charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | Year Ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Restructuring charges $ 45,390 $ 31,143 $ 31,105 Net charge $ 45,390 $ 31,143 $ 31,105 |
Schedule of Restructuring Reserve by Type of Cost | Year Ended December 31, 2023 December 31, 2022 (in thousands) Opening provision $ 6,022 $ 10,311 Additional provision in the year 36,704 4,364 Utilization (35,727) (8,653) Ending provision $ 6,999 $ 6,022 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Components of Income Before Provision for Income Taxes | The components of income before income tax expense are as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Ireland $ 624,642 $ 432,963 $ 231,893 United States (352,532) (270,440) (278,413) Other 352,357 405,328 243,200 Income before income tax expense $ 624,467 $ 567,851 $ 196,680 |
Summary of Components of Provision for Income Taxes | The components of income tax expense are as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Income tax expense: Current tax (benefit)/expense: Ireland $ 80,427 $ 53,248 $ 18,469 United States (42,428) 60,753 35,478 Other 59,153 70,395 48,003 Total current tax expense 97,152 184,396 101,950 Deferred tax (benefit)/expense: Ireland 45,253 (6,166) 553 United States (143,323) (118,475) (52,717) Other 12,667 (344) (8,452) (85,403) (124,985) (60,616) Income tax expense allocated to continuing operations 11,749 59,411 41,334 Income tax expense was allocated to the following components of other comprehensive income: Currency impact on long term funding (3,903) 7,211 1,776 Cash flow hedge 301 — — Total $ 8,147 $ 66,622 $ 43,110 |
Schedule of Reconciliation of Consolidated Reported Provision for Income Taxes and Statutory Rate | The Company's consolidated reported income tax expense differed from the amount that would result from applying the Irish statutory rate as set forth below: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Taxes at Irish statutory rate of 12.5% (2022:12.5%; 2021:12.5%) $ 78,058 $ 70,980 $ 24,586 Rate differential from amortization of intangible assets (71,223) (59,330) (31,228) Foreign and other income taxed at higher rates 35,778 52,464 51,273 Research & development tax incentives (3,868) (2,608) (3,120) Movement in valuation allowance (1,068) (777) 3,101 Effects of change in tax rates 3,154 (300) (128) (Decrease)/ increase in unrecognized tax benefits (54,347) 8,392 5,246 Investor tax expense on foreign subsidiary earnings 39,165 — — Impact of stock compensation (11,487) (8,756) (9,083) Other (2,413) (654) 687 Income tax expense $ 11,749 $ 59,411 $ 41,334 |
Schedule of Tax Effects of Temporary Differences that Give Rise to Significant Portions of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and deferred tax liabilities are presented below: December 31, 2023 December 31, 2022 (in thousands) Deferred tax liabilities: Property, plant and equipment $ 7,547 $ 10,927 Operating right-of-use-assets 16,108 23,260 Goodwill 39,014 37,150 Intangible assets 950,055 1,078,302 Investments in foreign subsidiaries 52,408 1,587 Other 7,982 7,467 Total deferred tax liabilities recognized 1,073,114 1,158,693 Deferred tax assets: Operating loss and tax credits carryforwards 124,150 88,697 Property, plant and equipment 9,082 6,010 Operating lease liabilities 20,190 27,593 Intangible assets 2,166 3,602 Stock compensation 17,605 21,862 Other liabilities 84,928 66,933 Unearned revenue 23,748 66,565 Other 8,774 9,155 Total deferred tax assets 290,643 290,417 Valuation allowance for deferred tax assets (42,967) (43,379) Deferred tax assets recognized 247,676 247,038 Overall net deferred tax liability $ (825,438) $ (911,655) |
Schedule of Expected Expiry Dates of NOL's | The expected expiry dates of the US NOLs are as follows: Federal State (in thousands) 2024-2037 $ 1,744 $ 271,434 2038-2042 — 50,685 Indefinite — 9,251 $ 1,744 $ 331,370 |
Schedule of Reconciliation of Beginning and Ending Amount of Total Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows: December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Unrecognized tax benefits at start of year $ 217,584 $ 202,065 $ 19,078 Increase related to acquired tax positions — — 170,047 Increase related to prior year tax positions 1,161 16,098 204 Decrease related to prior year tax positions (918) (5,442) (1,695) Increase related to current year tax positions 4,552 5,701 18,613 Settlements — — (844) Lapse of statute of limitations (62,363) (838) (3,338) Unrecognized tax benefits at end of year $ 160,016 $ 217,584 $ 202,065 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of Amounts Recognized in Balance Sheet | The balances recorded to the balance sheet are as follows: December 31, 2023 December 31, 2022 (in thousands) Other receivables $ 6,321 $ 6,492 Non-current other liabilities (note 16) (14,738) (13,033) |
Schedule of Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | Funded surplus December 31, 2023 December 31, 2022 (in thousands) Projected benefit obligation $ (20,999) $ (19,558) Fair value of plan assets 27,320 26,050 Funded surplus $ 6,321 $ 6,492 The funded status as at December 31, 2023 and December 31, 2022 is included in other long-term receivables on the Consolidated Balance Sheet. Change in benefit obligation December 31, 2023 December 31, 2022 (in thousands) Benefit obligation at beginning of year $ 19,558 $ 41,813 Service cost 42 117 Interest cost 975 672 Plan participants' contributions 19 19 Benefits paid (318) (514) Actuarial gain (335) (18,636) Foreign currency exchange rate changes 1,058 (3,913) Benefit obligation at end of year $ 20,999 $ 19,558 Change in plan assets December 31, 2023 December 31, 2022 (in thousands) Fair value of plan assets at beginning of year $ 26,050 $ 36,198 Expected return on plan assets 1,015 1,258 Actuarial loss (910) (7,305) Employer contributions 70 70 Plan participants' contributions 19 19 Benefits paid (318) (514) Foreign currency exchange rate changes 1,394 (3,676) Fair value of plan assets at end of year $ 27,320 $ 26,050 Funded deficit December 31, 2023 December 31, 2022 (in thousands) Projected benefit obligation $ (6,441) $ (5,806) Fair value of plan assets 6,261 5,681 Funded deficit $ (180) $ (125) The funded deficit at December 31, 2023 and December 31, 2022 are included in non-current other liabilities on the Consolidated Balance Sheet. The change in benefit obligation is presented in the following table. The discount rates used in calculating the benefit obligation in years ended December 31, 2023 and December 31, 2022 were 1.5% and 2.3%, respectively. Change in benefit obligation December 31, 2023 December 31, 2022 (in thousands) Benefit obligation at beginning of year $ 5,806 $ 7,643 Service cost 109 146 Interest cost 136 30 Plan participants' contributions 93 82 Settlement (645) (218) Prior service cost (13) (23) Benefits paid and transferred balances (134) (182) Actuarial loss/(gain) 511 (1,527) Foreign currency exchange rate changes 578 (145) Benefit obligation at end of year $ 6,441 $ 5,806 Change in plan assets December 31, 2023 December 31, 2022 (in thousands) Fair value of plan assets at beginning of year $ 5,681 $ 6,964 Expected return on plan assets 133 29 Actuarial gain/(loss) 356 (987) Scheme contributions 215 114 Plan participants' contributions 93 82 Benefits paid and transferred balances (134) (182) Settlement (645) (218) Foreign currency exchange rate changes 562 (121) Fair value of plan assets at end of year $ 6,261 $ 5,681 Defined Benefit Plans - General . Funded deficit December 31, 2023 December 31, 2022 (in thousands) Projected benefit obligation $ (7,747) $ (5,345) Fair value of plan assets 5,529 4,059 Funded deficit $ (2,218) $ (1,286) The funded deficit at December 31, 2023 and December 31, 2022 are included in non-current other liabilities on the Consolidated Balance Sheet. The change in benefit obligation is presented in the following table. The discount rate used in calculating the benefit obligation in years ended December 31, 2023 and December 31, 2022 was 1.5% and 2.3%, respectively. Change in benefit obligation December 31, 2023 December 31, 2022 (in thousands) Benefit obligation at beginning of period $ 5,345 $ 4,990 Service cost 417 404 Interest cost 132 20 Plan participants’ contributions 456 325 Settlement (753) (844) Benefits paid and transferred balances 795 1,125 Actuarial loss/(gain) 711 (627) Foreign currency exchange rate changes 644 (48) Benefit obligation at end of year $ 7,747 $ 5,345 Change in plan assets December 31, 2023 December 31, 2022 (in thousands) Fair value of plan assets at beginning of period $ 4,059 $ 3,017 Expected return on plan assets 101 29 Actuarial (loss)/gain (52) 87 Scheme contributions 456 325 Plan participants’ contributions 456 325 Benefits paid and transferred balances 795 1,125 Settlement (753) (844) Foreign currency exchange rate changes 467 (5) Fair value of plan assets at end of year $ 5,529 $ 4,059 |
Schedule of Components of Net Periodic Benefit Cost | The following amounts were recorded in the Consolidated Statement of Operations as components of the net periodic benefit (credit)/cost: December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Service cost $ 42 $ 117 $ 134 Interest cost 975 672 665 Expected return on plan assets (1,015) (1,258) (1,171) Amortization of net (gain)/loss (274) 228 625 Net periodic benefit (credit)/cost $ (272) $ (241) $ 253 |
Summary of Assumptions Used in Calculating Pension Benefit Obligations | The following assumptions were used at the commencement of the year in determining the net periodic pension benefit (credit)/cost for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: December 31, 2023 December 31, 2022 December 31, 2021 Discount rate 4.9 % 1.8 % 1.5 % Rate of compensation increase 3.6 % 3.7 % 3.4 % Expected rate of return on plan assets 3.8 % 3.8 % 3.4 % The following assumptions were used in determining the benefit obligation at December 31, 2023 and December 31, 2022: December 31, 2023 December 31, 2022 Discount rate 4.8 % 4.9 % Rate of compensation increase 3.0 % 3.6 % |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Other comprehensive income/(loss) December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Actuarial gain - benefit obligation $ (335) $ (18,636) $ (2,097) Actuarial loss/(gain) - plan assets 910 7,305 (1,176) Amortization of net gain/(loss) recognized in net periodic benefit (credit)/cost 274 (228) (625) Total $ 849 $ (11,559) $ (3,898) |
Schedule of Underlying Asset Split of Fund | The Company's pension plan asset allocation is as follows: Asset Category December 31, 2023 December 31, 2022 Government Bonds 78 % 88 % Diversified Bonds 22 % 12 % 100 % 100 % |
Schedule of Plan Asset Fair Value Measurements | December 31, 2023 December 31, 2022 (in thousands) Government Bonds $ 21,312 $ 22,887 Diversified Bonds $ 6,008 $ 3,163 $ 27,320 $ 26,050 |
Schedule of Annual Benefit Payments which Reflect Expected Future Service | The following annual benefit payments, which reflect expected future service as appropriate, are expected to be paid. (in thousands) 2024 $ 379 2025 420 2026 679 2027 662 2028 612 Years 2029 - 2033 4,028 |
Equity Incentive Schemes and _2
Equity Incentive Schemes and Stock Compensation Charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Transactions for Company's Share Option Plans | The following table summarizes the transactions for the Company's share option plans for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: Options Granted Weighted Average Exercise Price Outstanding at December 31, 2020 553,746 $ 108.53 Assumed through business combinations * 2,177,130 $ 108.78 Granted 100,299 $ 177.76 Exercised (1,065,529) $ 111.29 Canceled (70,186) $ 128.46 Outstanding at December 31, 2021 1,695,460 $ 110.38 Granted 108,643 $ 229.94 Exercised (348,286) $ 102.87 Canceled/expired (77,698) $ 143.08 Outstanding at December 31, 2022 1,378,119 $ 119.86 Granted 82,472 $ 232.48 Exercised (535,705) $ 95.12 Canceled/expired (22,080) $ 196.20 Outstanding at December 31, 2023 902,806 $ 142.96 Vested and exercisable at December 31, 2023 654,386 $ 119.67 *Represents stock options issued as replacement awards in connection with the Merger. |
Summary of Information Concerning Outstanding and Exercisable Share Options | The following table summarizes information concerning outstanding and exercisable share options as of December 31, 2023: Options Outstanding Options Exercisable Range Exercise Number of Weighted Weighted Average Exercise Price Number of Weighted Average Exercise Price $20.83 - 96.15 201,306 2.29 — 201,306 — $103.81 - 121.68 132,964 4.54 — 132,964 — $125.74 - 147.26 249,194 4.45 — 233,371 — $159.33 - 233.88 319,342 5.69 — 86,745 — $20.83 - 233.88 902,806 4.42 $ 142.96 654,386 $ 119.67 |
Summary of Weighted Average Fair Values and Assumptions Used | The weighted average fair values and assumptions were as follows: Year Ended December 31, 2023 December 31, 2022 December 31, 2021 Weighted average fair value $ 85.12 $ 68.42 $ 49.15 Assumptions: Expected volatility 33 % 31 % 30 % Dividend yield — % — % — % Risk-free interest rate 4.18 % 1.86 % 0.78 % Expected life 5.0 years 5.0 years 5.0 years The weighted average fair value of options assumed on the date of the Merger was calculated using the Black-Scholes option pricing model. The weighted average fair values on the date of the Merger and assumptions used were as follows: July 1, 2021 Weighted average grant date fair value $ 107.21 Assumptions: Expected volatility 30 % Dividend yield — % Risk-free interest rate 0.56 % Expected life 3.5 years |
Summary of RSU and PSU Activity | The following table summarizes RSU and PSU activity for the year ended December 31, 2023: PSU Outstanding PSU RSU Outstanding RSU Outstanding at December 31, 2022 152,420 $ 192.29 582,612 $ 207.73 Granted 60,374 $ 232.51 308,963 $ 218.86 Shares vested (47,026) $ 159.57 (188,800) $ 187.68 Forfeited (60,512) $ 198.70 (81,764) $ 216.03 Outstanding at December 31, 2023 105,256 $ 226.29 621,011 $ 218.27 |
Schedule of Non-cash Stock Compensation Expense | Stock compensation expense has been allocated as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Direct costs $ 26,595 $ 22,854 $ 18,551 Selling, general and administrative 29,072 47,669 41,457 Transaction and integration related * — — 73,836 Total compensation costs $ 55,667 $ 70,523 $ 133,844 * Represents the post combination portion of the accelerated vesting of awards following the completion of the Merger |
Business Segment and Geograph_2
Business Segment and Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Distribution of Net Revenue by Geographical Area | Reportable geographic information at December 31, 2023 and December 31, 2022 and for the years ended December 31, 2023, December 31, 2022 and December 31, 2021 is as follows: a) The distribution of revenue by geographical area was as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Ireland $ 2,377,104 $ 1,984,567 $ 1,365,909 Rest of Europe 1,574,783 1,618,350 1,175,515 U.S. 3,283,790 3,574,610 2,581,007 Other 884,499 563,859 358,395 Total $ 8,120,176 $ 7,741,386 $ 5,480,826 |
Schedule of Distribution of Income from Operations by Geographical Area | The distribution of income from operations (including Restructuring) by geographical area was as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Ireland * $ 432,026 $ 218,088 $ 131,961 Rest of Europe 153,450 253,799 177,863 U.S. 310,343 254,849 39,132 Other 60,333 68,501 29,573 Total $ 956,152 $ 795,237 $ 378,529 |
Schedule of Distribution of Net Revenue by Geographical Area | The distribution of long-lived assets (property, plant and equipment and operating right-of-use assets), net, by geographical area was as follows: December 31, 2023 December 31, 2022 (in thousands) Ireland $ 199,051 $ 143,025 Rest of Europe 94,046 99,721 U.S. 159,245 213,311 Other 49,175 48,095 Total $ 501,517 $ 504,152 |
Net Income Per Ordinary Share (
Net Income Per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Reconciliation of number of shares used in computation of basic and diluted net income per ordinary share | The reconciliation of the number of shares used in the computation of basic and diluted net income per ordinary share is as follows: Year ended December 31, 2023 December 31, 2022 December 31, 2021 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 82,101,813 81,532,320 67,110,186 Effect of dilutive share options and other awards outstanding under share based compensation programs 615,827 936,043 958,125 Weighted average number of ordinary shares outstanding for diluted net income per ordinary share 82,717,640 82,468,363 68,068,311 |
Reconciliation of net income attributable to the group per the statement of operating income and net income used for net income per ordinary share | Year ended December 31, 2023 December 31, 2022 December 31, 2021 Net income per ordinary share: Basic $ 7.46 $ 6.20 $ 2.28 Diluted $ 7.40 $ 6.13 $ 2.25 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | Year ended December 31, 2023 December 31, 2022 (in thousands) Currency translation adjustments $ (149,148) $ (175,369) Actuarial gain on defined benefit pension plan 7,803 7,559 Loss on cash flow hedge (2,161) (3,728) Total $ (143,506) $ (171,538) |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash Flow Information | Year ended December 31, 2023 December 31, 2022 December 31, 2021 (in thousands) Cash paid for interest $ 317,975 $ 210,918 $ 106,205 Cash paid for income taxes (net of refunds) $ 163,778 $ 116,322 $ 55,105 |
Description of business (Detail
Description of business (Details) | 12 Months Ended | |
Dec. 31, 2023 Employee Country Location | Jul. 01, 2021 Employee | |
Product Information [Line Items] | ||
Number of employees | Employee | 41,100 | 38,000 |
Number of locations in which company operates | Location | 106 | |
Number of countries in which company operates | Country | 53 | |
Geographic Concentration Risk | United States | Net Revenue | ||
Product Information [Line Items] | ||
Percentage of company revenue (in percent) | 40.40% | |
Geographic Concentration Risk | Europe | Net Revenue | ||
Product Information [Line Items] | ||
Percentage of company revenue (in percent) | 48.70% | |
Geographic Concentration Risk | Rest of World | Net Revenue | ||
Product Information [Line Items] | ||
Percentage of company revenue (in percent) | 10.90% |
Summary of Significant accoun_4
Summary of Significant accounting policies - Adjustments Resulting from Foreign Currency Translation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Foreign Currency [Abstract] | |||
Amounts charged/(credited) | $ 12,916 | $ (25,997) | $ (14,316) |
Summary of Significant accoun_5
Summary of Significant accounting policies - Estimated Useful Lives of Property Plant and Equipment (Details) | Dec. 31, 2023 |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Office furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Laboratory equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Motor vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 5 years |
Minimum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Maximum | Computer equipment and software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 years |
Summary of Significant accoun_6
Summary of Significant accounting policies - Estimated Useful Lives of Intangible Assets (Details) | Dec. 31, 2023 |
Customer relationships | Minimum | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization period | 16 years |
Customer relationships | Maximum | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization period | 23 years |
Order backlog | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization period | 3 years |
Trade names & brands | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization period | 3 years |
Patient database | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization period | 7 years |
Technology assets | |
Indefinite-lived Intangible Assets [Line Items] | |
Amortization period | 5 years |
Disaggregation of Revenue (Deta
Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 8,120,176 | $ 7,741,386 | $ 5,480,826 |
Top client | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 721,309 | 683,546 | 441,173 |
Clients 2-5 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,453,508 | 1,506,087 | 1,291,946 |
Clients 6-10 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,188,943 | 1,112,636 | 752,325 |
Clients 11-25 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,743,539 | 1,585,739 | 1,077,073 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 3,012,877 | $ 2,853,378 | $ 1,918,309 |
Contract Balances - Contracts w
Contract Balances - Contracts with Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |||
Billed services (accounts receivable) | $ 1,821,855 | $ 1,751,950 | |
Allowance for credit losses (note 5) | (31,533) | (20,562) | $ (7,081) |
Accounts receivable (net) | 1,790,322 | 1,731,388 | |
Unbilled services (unbilled revenue) | 951,936 | 957,655 | |
Accounts receivable and unbilled revenue, net | 2,742,258 | 2,689,043 | |
Unearned revenue (payments on account) | (1,654,507) | (1,507,449) | |
Net balance | (702,571) | $ (549,794) | |
Change in unbilled receivables | (5,719) | ||
Change in unearned revenue (payments on account) | (147,058) | ||
Change in advance payments netted against unbilled contracts receivable | $ (152,777) | ||
Change in unbilled receivables (in percent) | (0.60%) | ||
Change in unearned revenue (payments on account) (in percent) | 9.80% | ||
Change in advance payments netted against unbilled contracts receivable (in percent) | 27.80% |
Contract Balances - Narrative (
Contract Balances - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Amounts due to third parties for reimbursable expenses | $ 333,000 | $ 406,300 |
Change in unbilled receivables | (5,719) | |
Change in unearned revenue (payments on account) | (147,058) | |
Increase in advance payments netted against unbilled contracts receivable | (152,777) | |
Bad debt expense | 24,600 | 17,800 |
Revenue, remaining performance obligation, amount | $ 14,800,000 | $ 13,700,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation (in percent) | 52% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation (in percent) | 52% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Allowances for Credit Losses (D
Allowances for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Opening provision | $ 20,562 | $ 7,081 |
Amounts used during the year | (13,358) | (3,913) |
Amounts provided during the year | 24,550 | 17,800 |
Foreign exchange | (221) | (406) |
Closing provision | $ 31,533 | $ 20,562 |
Business Combinations - Narrati
Business Combinations - Narrative, Biotel Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Oct. 02, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Fair value of cash consideration | $ 71,766 | $ 0 | $ 5,914,475 | |
Goodwill | $ 9,022,075 | $ 8,971,670 | $ 9,037,931 | |
Biotel Research LLC | ||||
Business Acquisition [Line Items] | ||||
Fair value of cash consideration | $ 68,100 | |||
Cash acquired from acquisition | 1,400 | |||
Intangible assets | 36,400 | |||
Goodwill | $ 23,400 |
Business Combinations - Narra_2
Business Combinations - Narrative, Oncacare Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Apr. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 9,022,075 | $ 8,971,670 | $ 9,037,931 | |
Acquisition related costs | $ 6,160 | $ 0 | $ 0 | |
Oncacare | ||||
Business Acquisition [Line Items] | ||||
Percentage of share capital acquired | 51% | |||
Business combination, consideration transferred | $ 5,100 | |||
Goodwill | 13,400 | |||
Acquisition related costs | $ 6,200 |
Business Combinations - Narra_3
Business Combinations - Narrative, PRA Acquisition (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 01, 2021 Employee $ / shares shares | Dec. 31, 2023 USD ($) Employee | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of employees | Employee | 38,000 | 41,100 | ||
Integration related costs | $ 44,176 | $ 39,695 | $ 198,263 | |
Total financing costs | 336,699 | 229,731 | 182,423 | |
PRA Health Sciences, Inc | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, share price (in USD per share) | $ / shares | $ 80 | |||
Business acquisition, number of shares issued (in shares) | shares | 0.4125 | |||
Total financing costs | $ 16,400 | $ 17,700 | $ 86,700 |
Business Combinations - Fair Va
Business Combinations - Fair Value of Consideration Transferred, PRA Acquisition (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jul. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||
Fair value of cash consideration | $ 71,766 | $ 0 | $ 5,914,475 | |
PRA Health Sciences, Inc | ||||
Business Acquisition [Line Items] | ||||
Fair value of cash consideration | $ 5,308,646 | |||
Fair value of ordinary shares issued to acquiree stockholders | 5,658,126 | |||
Fair value of replacement share-based awards issued to acquiree employees | 209,399 | |||
Repayment of term loan obligations and accrued interest | 865,800 | |||
Consideration transferred | 12,041,971 | |||
Payments to settle debt obligations that existed prior to acquisition date | $ 401,600 |
Business Combinations - Schedul
Business Combinations - Schedule of Acquisitions, PRA Acquisition (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 9,022,075 | $ 8,971,670 | $ 9,037,931 | |
PRA Health Sciences, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 259,971 | |||
Accounts receivable and unbilled revenue | 934,308 | |||
Other current assets | 125,156 | |||
Fixed assets | 156,851 | |||
Operating lease right-of-use assets | 180,601 | |||
Goodwill | 8,084,314 | |||
Intangible assets | 4,919,000 | |||
Deferred tax assets | 25,190 | |||
Other assets | 33,928 | |||
Accounts payable | (50,259) | |||
Accrued expenses and other current liabilities | (380,048) | |||
Current portion of operating lease liabilities | (36,506) | |||
Unearned revenue | (739,278) | |||
Non-current portion of operating lease liabilities | (147,204) | |||
Deferred tax liabilities | (1,119,762) | |||
Other non-current liabilities | (204,291) | |||
Net assets acquired | $ 12,041,971 |
Business Combinations - Fair _2
Business Combinations - Fair Value of Identified Intangible Assets Acquired, PRA Acquisition (Details) - PRA Health Sciences, Inc $ in Thousands | Jul. 01, 2021 USD ($) |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 4,919,000 |
Customer relationships | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 3,938,000 |
Estimated Useful Life | 23 years |
Order backlog | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 500,000 |
Estimated Useful Life | 3 years |
Trade names | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 202,000 |
Estimated Useful Life | 3 years |
Patient database | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 168,000 |
Estimated Useful Life | 7 years |
Technology assets | |
Business Acquisition [Line Items] | |
Estimated Fair Value | $ 111,000 |
Estimated Useful Life | 5 years |
Business Combinations - Sched_2
Business Combinations - Schedule of Pro-Forma Information, PRA Acquisition (Details) - PRA Health Sciences, Inc - USD ($) $ in Thousands | 12 Months Ended | 18 Months Ended |
Dec. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Cash and cash equivalents | $ 0 | |
Accounts receivable and unbilled revenue | 0 | |
Other current assets | 14,465 | |
Fixed assets | (6,137) | |
Operating lease right-of-use assets | (11,744) | |
Goodwill | 70,436 | |
Intangible assets | 44,000 | |
Deferred tax assets | (147,039) | |
Other assets | (1,166) | |
Accounts payable | 0 | |
Accrued expenses and other current liabilities | (37,496) | |
Current portion of operating lease liabilities | 1,865 | |
Unearned revenue | 19,623 | |
Non-current portion of operating lease liabilities | 10,454 | |
Non-current deferred tax liabilities | 193,837 | |
Other non-current liabilities | $ (151,098) | |
Amortization adjustment | $ 2,200 | |
Accounting Standards Update 2021-08 | ||
Business Acquisition [Line Items] | ||
Unearned revenue | $ 16,000 |
Fair Value - Measurement of Fai
Fair Value - Measurement of Fair Value of Major Asset and Liability classed (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
ASSETS | ||
Available for sale investments (Note 8a) | $ 1,954 | $ 1,713 |
Available for sale investments (long-term) | 46,804 | 32,631 |
Total assets | 48,758 | 34,356 |
Liabilities: | ||
Total Liabilities | 2,411 | 3,670 |
Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | ||
ASSETS | ||
Derivative instruments | 0 | 12 |
Liabilities: | ||
Derivative instruments | 2,411 | 3,670 |
Level 1 | ||
ASSETS | ||
Available for sale investments (Note 8a) | 1,954 | 1,713 |
Available for sale investments (long-term) | 0 | 0 |
Total assets | 1,954 | 1,713 |
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 1 | Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | ||
ASSETS | ||
Derivative instruments | 0 | |
Liabilities: | ||
Derivative instruments | 0 | 0 |
Level 2 | ||
ASSETS | ||
Available for sale investments (Note 8a) | 0 | 0 |
Available for sale investments (long-term) | 0 | 0 |
Total assets | 0 | 12 |
Liabilities: | ||
Total Liabilities | 2,411 | 3,670 |
Level 2 | Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | ||
ASSETS | ||
Derivative instruments | 0 | 12 |
Liabilities: | ||
Derivative instruments | 2,411 | 3,670 |
Level 3 | ||
ASSETS | ||
Available for sale investments (Note 8a) | 0 | 0 |
Available for sale investments (long-term) | 0 | 0 |
Total assets | 0 | 0 |
Liabilities: | ||
Total Liabilities | 0 | 0 |
Level 3 | Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | ||
ASSETS | ||
Derivative instruments | 0 | |
Liabilities: | ||
Derivative instruments | 0 | 0 |
Investments Measured at Net Asset Value | ||
ASSETS | ||
Available for sale investments (Note 8a) | 0 | 0 |
Available for sale investments (long-term) | 46,804 | 32,631 |
Total assets | 46,804 | 32,631 |
Liabilities: | ||
Total Liabilities | 0 | 0 |
Investments Measured at Net Asset Value | Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | ||
ASSETS | ||
Derivative instruments | 0 | |
Liabilities: | ||
Derivative instruments | $ 0 | $ 0 |
Fair value - Narrative (Details
Fair value - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 48,758 | $ 34,356 |
Long-term debt at fair value | 3,793,500 | 4,650,300 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | 0 |
Fair value, nonrecurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 12,878,000 | 13,250,400 |
Goodwill | 9,022,100 | 8,971,700 |
Identifiable intangible assets, net | $ 3,855,900 | $ 4,278,700 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 20, 2023 | Jul. 24, 2020 | |
Related Party Transaction [Line Items] | |||||
Available for sale investments | $ 1,954 | $ 1,713 | |||
Short term investments average maturity period | 3 years 7 months 6 days | 2 years 9 months 18 days | |||
Debt securities, available for sale, cumulative amount advanced under subscription agreements | $ 14,000 | $ 3,700 | |||
Increase (decrease) in equity securities, FV-NI | 200 | 6,300 | |||
Carrying value of long-term investments in equity | 46,800 | 32,600 | |||
Commitment to acquire future long-term investments | 66,400 | ||||
Equity method investments | $ 4,900 | ||||
Loss on equity method investments | $ 383 | 3,136 | $ 2,161 | ||
Oncacare | |||||
Related Party Transaction [Line Items] | |||||
Percentage of share capital acquired | 51% | ||||
Oncacare | |||||
Related Party Transaction [Line Items] | |||||
Equity method investment, ownership percentage | 49% | 49% | |||
Equity method investments | $ 4,900 | ||||
Loss on equity method investments | $ 400 | $ 3,100 | $ 2,200 |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 3,724 | $ 3,724 |
Buildings | 70,072 | 70,880 |
Computer equipment and software | 550,119 | 500,135 |
Office furniture and fixtures | 45,856 | 50,600 |
Laboratory equipment | 56,217 | 59,946 |
Leasehold improvements | 55,000 | 65,167 |
Motor vehicles | 79 | 41 |
Property, plant and equipment, gross | 781,067 | 750,493 |
Less accumulated depreciation and asset write offs | (419,883) | (400,173) |
Property, plant and equipment (net) | $ 361,184 | $ 350,320 |
Property, Plant and Equipment_4
Property, Plant and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 126.1 | $ 106.4 | $ 75.5 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Opening goodwill | $ 8,971,670 | $ 9,037,931 |
Current year acquisitions (note 6) | 36,750 | 0 |
Prior period acquisition (note 6) | 0 | (35,692) |
Foreign exchange movement | 13,655 | (30,569) |
Closing goodwill | $ 9,022,075 | $ 8,971,670 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charge | $ 0 | $ 0 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 5,147,971 | $ 5,109,212 |
Accumulated amortization | (1,292,106) | (830,553) |
Net book value | 3,855,865 | 4,278,659 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 4,090,393 | 4,076,435 |
Order backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 541,302 | 536,934 |
Trade names & brands | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 204,653 | 204,621 |
Patient database | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 170,366 | 170,238 |
Technology assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 141,257 | $ 120,984 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | 30 Months Ended | ||||
Oct. 02, 2023 | Jul. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2023 | |
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization of intangible assets | $ 459,900 | $ 463,100 | $ 239,500 | ||||
Fair value of cash consideration | $ 71,766 | $ 0 | $ 5,914,475 | ||||
Customer relationships | Minimum | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 16 years | 16 years | 16 years | ||||
Customer relationships | Maximum | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 23 years | 23 years | 23 years | ||||
Order backlog | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 3 years | 3 years | 3 years | ||||
Trade names & brands | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 3 years | 3 years | 3 years | ||||
Patient database | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 7 years | 7 years | 7 years | ||||
Technology assets | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 5 years | 5 years | 5 years | ||||
Biotel Research LLC | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization of intangible assets | $ 1,500 | ||||||
Fair value of cash consideration | $ 68,100 | ||||||
Value of intangible assets acquired | $ 36,400 | ||||||
Biotel Research LLC | Minimum | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 3 years | ||||||
Biotel Research LLC | Maximum | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 16 years | ||||||
Biotel Research LLC | Customer relationships | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | $ 12,500 | ||||||
Biotel Research LLC | Order backlog | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | 3,900 | ||||||
Biotel Research LLC | Technology assets | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | $ 20,000 | ||||||
PRA Health Sciences, Inc | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization of intangible assets | $ 451,400 | $ 1,128,500 | |||||
Fair value of cash consideration | $ 5,308,646 | ||||||
Value of intangible assets acquired | $ 4,919,000 | ||||||
PRA Health Sciences, Inc | Minimum | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 3 years | ||||||
PRA Health Sciences, Inc | Maximum | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Amortization period | 23 years | ||||||
PRA Health Sciences, Inc | Customer relationships | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | $ 3,938,000 | ||||||
PRA Health Sciences, Inc | Order backlog | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | 500,000 | ||||||
PRA Health Sciences, Inc | Trade names & brands | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | 202,000 | ||||||
PRA Health Sciences, Inc | Patient database | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | 168,000 | ||||||
PRA Health Sciences, Inc | Technology assets | |||||||
Indefinite-lived Intangible Assets [Line Items] | |||||||
Value of intangible assets acquired | $ 111,000 |
Intangible Assets - Future Inta
Intangible Assets - Future Intangible Asset Amortization Expense (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 344,518 |
2025 | 229,106 |
2026 | 214,869 |
2027 | 202,539 |
2028 | 189,539 |
Total | $ 1,180,571 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities Disclosure [Abstract] | ||
General trade and overhead liabilities | $ 463,882 | $ 530,204 |
Personnel related liabilities | 385,499 | 395,862 |
Operating lease liabilities | 36,414 | 43,657 |
Facility related liabilities | 11,078 | 16,896 |
Other liabilities | 13,532 | 12,852 |
Restructuring liabilities | 4,951 | 5,512 |
Short term government grants | 43 | 42 |
Other liabilities | 915,399 | 1,005,025 |
Amounts due to third parties for reimbursable expenses | $ 333,000 | $ 406,300 |
Bank Credit Lines and Loan Fa_3
Bank Credit Lines and Loan Facilities - Schedule of Long-term Debt Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Jul. 01, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 3,806,213 | $ 4,701,213 | |
Less current portion of debt | (110,150) | (55,150) | |
Total long-term debt | 3,696,063 | 4,646,063 | |
Less debt issuance costs and debt discount | (30,624) | (47,026) | |
Total long-term debt, net | $ 3,665,439 | $ 4,599,037 | |
Senior Secured Term Loan | Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (in percent) | 7.86% | 7.092% | 1% |
Total debt | $ 3,251,213 | $ 4,201,213 | |
Senior Secured Notes | Senior Secured Notes | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (in percent) | 2.875% | 2.875% | 2.875% |
Total debt | $ 500,000 | $ 500,000 | |
Senior Secured Revolving Loan Facility | Senior Secured Revolving Loan Facility | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (in percent) | 6.72% | 0% | |
Total debt | $ 55,000 | $ 0 |
Bank Credit Lines and Loan Fa_4
Bank Credit Lines and Loan Facilities - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 02, 2023 | Jul. 01, 2021 | |
Debt Instrument [Line Items] | |||||||||
Total financing costs | $ 336,699 | $ 229,731 | $ 182,423 | ||||||
Drawdown of credit lines and facilities | 370,000 | 75,000 | 5,905,100 | ||||||
Closing Balance | $ 55,000 | 55,000 | 0 | ||||||
Repayment | 315,000 | 75,000 | |||||||
Long-term debt at fair value | 3,793,500 | 3,793,500 | $ 4,650,300 | ||||||
Senior Secured Revolving Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Closing Balance | $ 445,000 | $ 445,000 | |||||||
Senior Secured Term Loan | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 0.50% | ||||||||
Senior Secured Term Loan | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 2.25% | ||||||||
Senior secured revolving loan facility | Variable rate component one | Base rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 0.60% | ||||||||
Senior secured revolving loan facility | Variable rate component one | Base rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 1% | ||||||||
Senior secured revolving loan facility | Variable rate component one | Base rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 0.25% | ||||||||
Senior secured revolving loan facility | Variable rate component two | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 1.60% | ||||||||
Senior secured revolving loan facility | Variable rate component two | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 2% | ||||||||
Senior secured revolving loan facility | Variable rate component two | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate (in percent) | 1.25% | ||||||||
Senior Secured Term Loan | Senior Secured Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 5,515,000 | ||||||||
Debt instrument, interest rate (in percent) | 7.86% | 7.86% | 7.092% | 1% | |||||
Accelerated charge on repayments | $ 7,900 | $ 7,900 | $ 7,800 | ||||||
Senior Secured Term Loan | Senior secured credit facility and senior secured notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount paid | $ 27,600 | ||||||||
Line of credit | Senior secured revolving loan facility | Senior Secured Revolving Loan Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum borrowing capacity | $ 500,000 | 300,000 | |||||||
Drawdown of credit lines and facilities | $ 65,000 | $ 75,000 | $ 50,000 | $ 180,000 | $ 370,000 | $ 0 | |||
Senior Secured Notes | Senior Secured Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, face amount | $ 500,000 | ||||||||
Debt instrument, interest rate (in percent) | 2.875% | 2.875% | 2.875% | 2.875% | |||||
PRA Health Sciences, Inc | |||||||||
Debt Instrument [Line Items] | |||||||||
Total financing costs | $ 16,400 | $ 17,700 | $ 86,700 |
Bank Credit Lines and Loan Fa_5
Bank Credit Lines and Loan Facilities - Schedule of Finance Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Interest expense on drawn facilities | $ 311,019 | $ 209,189 | $ 93,809 |
Amortization of financing costs and debt discount | 16,402 | 17,749 | 12,890 |
Transaction and one time financing costs | 0 | 0 | 75,391 |
Other financing costs | 9,278 | 2,793 | 333 |
Total financing costs | $ 336,699 | $ 229,731 | $ 182,423 |
Bank Credit Lines and Loan Fa_6
Bank Credit Lines and Loan Facilities - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2024 | $ 110,150 |
2025 | 55,150 |
2026 | 555,150 |
2027 | 55,150 |
2028 and thereafter | 3,030,613 |
Total long-term debt, net | $ 3,806,213 |
Bank Credit Lines and Loan Fa_7
Bank Credit Lines and Loan Facilities - Schedule of Principal payments (Details) - Senior Secured Term Loan - Senior Secured Term Loan - USD ($) $ in Thousands | 3 Months Ended | |||||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Periodic principal payment | $ 250,000 | $ 300,000 | $ 150,000 | $ 250,000 | $ 200,000 | $ 200,000 | $ 100,000 | $ 300,000 |
Total | $ 950,000 | $ 800,000 |
Bank Credit Lines and Loan Fa_8
Bank Credit Lines and Loan Facilities - Schedule of Movement on Debt Instrument (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Drawdown of credit lines and facilities | $ 370,000 | $ 75,000 | $ 5,905,100 | ||||
Repayment of credit lines and facilities | 1,265,000 | 875,000 | $ 877,780 | ||||
Total long-term debt, net | $ 3,806,213 | 3,806,213 | |||||
Senior Secured Revolving Loan Facility | Senior secured revolving loan facility | Line of credit | |||||||
Debt Instrument [Line Items] | |||||||
Drawdown of credit lines and facilities | 65,000 | $ 75,000 | $ 50,000 | $ 180,000 | 370,000 | 0 | |
Repayment of credit lines and facilities | 85,000 | 50,000 | 80,000 | 100,000 | 315,000 | 0 | |
Total long-term debt, net | $ 55,000 | $ 75,000 | $ 50,000 | $ 80,000 | $ 55,000 | $ 0 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Nov. 29, 2022 USD ($) instrument | |
Derivative [Line Items] | ||||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Note 12) | Other liabilities (Note 12) | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other receivables | |||
Derivative Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Non-current other liabilities (Note 16) | Non-current other liabilities (Note 16) | ||
Gain/(loss) on cash flow hedge | $ (1,567) | $ 3,728 | $ (778) | |
Other comprehensive income (loss), cash flow hedge, gain (loss), reclassification, before tax | 2,400 | 100 | ||
Interest rate cash flow hedge gain (loss) to be reclassified euring next 12 months, net | 3,200 | |||
Interest Rate Caps | Total derivatives designated as hedging instruments | ||||
Derivative [Line Items] | ||||
Number of interest rate derivatives held | instrument | 2 | |||
Derivative, notional amount | $ 2,101,000 | |||
Derivative, fixed interest rate | 0.42% | |||
Interest Rate Caps | Total derivatives designated as hedging instruments | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Derivative [Line Items] | ||||
Derivative, variable interest rate, reference rate in excess of | 4.75% | |||
Interest Rate Swap | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 1,101,000 | |||
Derivative, fixed interest rate | 3.40% | |||
Total derivatives designated as hedging instruments | Total derivatives designated as hedging instruments | Level 2 | ||||
Derivative [Line Items] | ||||
Derivative liability, current | 1,900 | 3,300 | ||
Derivative asset, current | 10 | |||
Derivative liability, noncurrent | $ 500 | $ 400 |
Derivatives - Effect of Derivat
Derivatives - Effect of Derivative Financial Instruments on Statement of Financial Position (Details) - Total derivatives designated as hedging instruments - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Interest Rate Caps | ||
Derivative [Line Items] | ||
Derivative Asset | $ 0 | $ 12,000 |
Derivative Liability | 1,871,000 | 3,363,000 |
Notional | 1,600,606,000 | 2,100,606,000 |
Interest Rate Swap | ||
Derivative [Line Items] | ||
Derivative Asset | 0 | 0 |
Derivative Liability | 540,000 | 307,000 |
Notional | 1,100,606,000 | 1,100,606,000 |
Total derivatives designated as hedging instruments | ||
Derivative [Line Items] | ||
Derivative Asset | 0 | 12,000 |
Derivative Liability | 2,411,000 | 3,670,000 |
Notional | 2,701,212,000 | 3,201,212,000 |
Total derivatives designated as hedging instruments | Level 2 | ||
Derivative [Line Items] | ||
Derivative Asset | 0 | 12,000 |
Derivative Liability | $ 2,411,000 | $ 3,670,000 |
Operating Leases - Lease Costs
Operating Leases - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | |||
Operating lease costs | $ 46,820 | $ 53,880 | $ 51,200 |
Income from sub-leases | (1,103) | (1,165) | (1,338) |
Net operating lease costs | $ 45,717 | $ 52,715 | $ 49,862 |
Operating Leases Operating Leas
Operating Leases Operating Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net operating lease costs | $ 45,717 | $ 52,715 | $ 49,862 |
Right-of-use assets obtained in exchange for lease obligations | 37,700 | 28,700 | |
Impairment of long lived assets | $ 8,700 | $ 24,800 | 15,400 |
Weighted average remaining lease term | 6 years 8 months 19 days | 6 years 10 months 24 days | |
Weighted average discount rate (in percent) | 3.29% | 2.45% | |
Operating lease liabilities | $ 36,414 | $ 43,657 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other liabilities (Note 12) | Other liabilities (Note 12) | |
Selling, general and administrative | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net operating lease costs | $ 37,900 | $ 48,300 | 47,500 |
Cost of Sales | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Net operating lease costs | $ 7,800 | $ 4,400 | $ 2,400 |
Operating Leases Operating Le_2
Operating Leases Operating Leases - Operating Lease Maturity (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 40,894 |
2025 | 34,585 |
2026 | 29,172 |
2027 | 23,254 |
2028 | 15,023 |
Thereafter | 33,998 |
Total future minimum lease payments | 176,926 |
Lease imputed interest | (14,191) |
Total | $ 162,735 |
Non-current other liabilities_2
Non-current other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Defined benefit pension obligations, net (note 21) | $ 14,738 | $ 13,033 |
Other non-current liabilities | 31,260 | 25,227 |
Other Liabilities, Noncurrent | $ 45,998 | $ 38,260 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Dec. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancelable operating leases for facilities expiration period | 16 years |
Share Capital (Details)
Share Capital (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Feb. 18, 2022 USD ($) shares | Jul. 01, 2021 shares | Jul. 22, 2016 | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Equity, Class of Treasury Stock [Line Items] | ||||||
Number of votes | vote | 1 | |||||
Total proceeds from exercise of stock options by employees | $ | $ 50,973 | $ 35,844 | $ 118,589 | |||
Ordinary shares redeemed, value | $ | $ 99,983 | |||||
Buyback program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Ordinary shares redeemed (in shares) | 420,530 | |||||
Ordinary shares redeemed, value | $ | $ 100,000 | |||||
Maximum | Buyback program | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Stock repurchase program, authorized percentage (in percent) | 10% | |||||
Employee Stock Option | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Options exercised by employees (in shares) | 535,705 | 348,286 | 1,065,529 | |||
Average exercise price of option per share (USD per share) | $ / shares | $ 95.12 | $ 102.87 | $ 111.29 | |||
Total proceeds from exercise of stock options by employees | $ | $ 51,000 | $ 35,800 | $ 118,600 | |||
Restricted Stock Units (RSUs) | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Ordinary shares issued in respect of certain RSUs previously awarded by the Company (in shares) | 188,800 | 195,029 | 446,404 | |||
Performance Share Unit (PSUs) | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Ordinary shares issued in respect of certain PSUs previously awarded by the Company (in shares) | 47,026 | 46,087 | 44,132 | |||
Ordinary Shares | ||||||
Equity, Class of Treasury Stock [Line Items] | ||||||
Options exercised by employees (in shares) | 535,705 | 348,286 | 1,065,529 | |||
Issue of shares associated with a business combination (in shares) | 27,372,427 | 27,372,427 | ||||
Ordinary shares redeemed (in shares) | 420,530 | |||||
Ordinary shares redeemed, value | $ | $ 28 |
Restructuring charges - Narrati
Restructuring charges - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 45,390 | $ 31,143 | $ 31,105 |
Restructuring reserve | 6,999 | $ 6,022 | $ 10,311 |
Lease Liability | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 3,000 | ||
Restructuring reserve, current | 1,000 | ||
Restructuring reserve, noncurrent | 2,000 | ||
Workforce reductions | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 4,000 | ||
2021 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 45,400 | ||
Severance costs | 34,100 | ||
Other restructuring costs | $ 11,300 |
Restructuring charges - Schedul
Restructuring charges - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 45,390 | $ 31,143 | $ 31,105 |
Restructuring charges - Sched_2
Restructuring charges - Schedule of Restructuring Reserve by Type of Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Opening provision | $ 6,022 | $ 10,311 |
Additional provision in the year | 36,704 | 4,364 |
Utilization | (35,727) | (8,653) |
Ending provision | $ 6,999 | $ 6,022 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | $ 624,467 | $ 567,851 | $ 196,680 |
Ireland | |||
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | 624,642 | 432,963 | 231,893 |
United States | |||
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | (352,532) | (270,440) | (278,413) |
Other | |||
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | $ 352,357 | $ 405,328 | $ 243,200 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax (benefit)/expense: | |||
Current tax expense | $ 97,152 | $ 184,396 | $ 101,950 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | (85,403) | (124,985) | (60,616) |
Income tax expense allocated to continuing operations | 11,749 | 59,411 | 41,334 |
Income tax expense was allocated to the following components of other comprehensive income: | |||
Currency impact on long term funding | (3,903) | 7,211 | 1,776 |
Fair value of cash flow hedge | 301 | 0 | 0 |
Total | 8,147 | 66,622 | 43,110 |
Ireland | |||
Current tax (benefit)/expense: | |||
Current tax expense | 80,427 | 53,248 | 18,469 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | 45,253 | (6,166) | 553 |
United States | |||
Current tax (benefit)/expense: | |||
Current tax expense | (42,428) | 60,753 | 35,478 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | (143,323) | (118,475) | (52,717) |
Other | |||
Current tax (benefit)/expense: | |||
Current tax expense | 59,153 | 70,395 | 48,003 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | $ 12,667 | $ (344) | $ (8,452) |
Income Taxes - Consolidated Rep
Income Taxes - Consolidated Reported Provision for Income Taxes Differed from Statutory Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Taxes at Irish statutory rate of 12.5% (2022:12.5%; 2021:12.5%) | $ 78,058 | $ 70,980 | $ 24,586 |
Rate differential from amortization of intangible assets | (71,223) | (59,330) | (31,228) |
Foreign and other income taxed at higher rates | 35,778 | 52,464 | 51,273 |
Research & development tax incentives | (3,868) | (2,608) | (3,120) |
Movement in valuation allowance | (1,068) | (777) | 3,101 |
Effects of change in tax rates | 3,154 | (300) | (128) |
(Decrease)/ increase in unrecognized tax benefits | (54,347) | 8,392 | 5,246 |
Investor tax expense on foreign subsidiary earnings | 39,165 | ||
Impact of stock compensation | (11,487) | (8,756) | (9,083) |
Other | (2,413) | (654) | 687 |
Income tax expense allocated to continuing operations | $ 11,749 | $ 59,411 | $ 41,334 |
Income Taxes - Tax Effects of T
Income Taxes - Tax Effects of Temporary Differences That Give Rise to Significant Portions of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax liabilities: | |||
Property, plant and equipment | $ 7,547 | $ 10,927 | |
Operating right-of-use-assets | 16,108 | 23,260 | |
Goodwill | 39,014 | 37,150 | |
Intangible assets | 950,055 | 1,078,302 | |
Investments in foreign subsidiaries | 52,408 | 1,587 | |
Other | 7,982 | 7,467 | |
Total deferred tax liabilities recognized | 1,073,114 | 1,158,693 | |
Deferred tax assets: | |||
Operating loss and tax credits carryforwards | 124,150 | 88,697 | |
Property, plant and equipment | 9,082 | 6,010 | |
Operating lease liabilities | 20,190 | 27,593 | |
Intangible assets | 2,166 | 3,602 | |
Stock compensation | 17,605 | 21,862 | |
Other liabilities | 84,928 | 66,933 | |
Unearned revenue | 23,748 | 66,565 | |
Other | 8,774 | 9,155 | |
Total deferred tax assets | 290,643 | 290,417 | |
Valuation allowance for deferred tax assets | (42,967) | (43,379) | $ (45,500) |
Deferred tax assets recognized | 247,676 | 247,038 | |
Overall net deferred tax liability | $ (825,438) | $ (911,655) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Valuation allowance for deferred tax assets | $ 42,967,000 | $ 43,379,000 | $ 45,500,000 |
Net change in the total valuation allowance | (400,000) | (2,100,000) | |
Investments in foreign subsidiaries | 52,408,000 | 1,587,000 | |
Unrecognized tax benefit, potentially expire in 2021 | 65,000,000 | ||
Total unrecognized tax benefits net of potential benefits | 160,000,000 | 217,600,000 | 202,100,000 |
Interest and penalties recognized as an expense | 4,200,000 | 7,100,000 | $ 1,900,000 |
Total accrued interest and penalties | 27,100,000 | 22,600,000 | |
Provision for income taxes | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net change in the total valuation allowance | (1,100,000) | (800,000) | |
Other Comprehensive Income | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net change in the total valuation allowance | 700,000 | $ (1,300,000) | |
Foreign Country | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Other non-U.S subsidiaries operating loss carryforwards for income tax | 42,900,000 | ||
Foreign Country | Tax year 2024 to 2030 | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Additional operating loss carryforward | 12,900,000 | ||
Ireland | Foreign Country | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Ireland subsidiaries additional tax credit carryforward for income tax | 16,900,000 | ||
United States | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
U.S. Federal net operating loss carry forwards currently available for offset | 1,200,000 | ||
Alternative minimum tax credit carry forwards | 800,000 | ||
United States | Federal NOL's | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating loss carryforwards | 1,744,000 | ||
Tax credit carry forward | 204,000,000 | ||
Other non-U.S subsidiaries operating loss carryforwards for income tax | 0 | ||
United States | State NOL's | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating loss carryforwards | 331,370,000 | ||
Other non-U.S subsidiaries operating loss carryforwards for income tax | 9,251,000 | ||
Other | Foreign Country | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Ireland subsidiaries additional tax credit carryforward for income tax | $ 4,300,000 |
Income Taxes - Expected Expiry
Income Taxes - Expected Expiry Dates of NOL's (Details) - United States $ in Thousands | Dec. 31, 2023 USD ($) |
State NOL's | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, not subject to expiration | $ 9,251 |
Net operating loss carryforwards | 331,370 |
State NOL's | 2024-2037 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | 271,434 |
State NOL's | 2038-2042 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | 50,685 |
Federal NOL's | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, not subject to expiration | 0 |
Net operating loss carryforwards | 1,744 |
Federal NOL's | 2024-2037 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | 1,744 |
Federal NOL's | 2038-2042 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Total Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at start of year | $ 217,584 | $ 202,065 | $ 19,078 |
Increase related to acquired tax positions | 0 | 0 | 170,047 |
Increase related to prior year tax positions | 1,161 | 16,098 | 204 |
Decrease related to prior year tax positions | (918) | (5,442) | (1,695) |
Increase related to current year tax positions | 4,552 | 5,701 | 18,613 |
Settlements | 0 | 0 | (844) |
Lapse of statute of limitations | (62,363) | (838) | (3,338) |
Unrecognized tax benefits at end of year | $ 160,016 | $ 217,584 | $ 202,065 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 07, 2014 | |
Other retirement plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | $ 12,300,000 | $ 11,600,000 | ||
ICON Development Solutions Limited pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected rate of return on plan assets | 3.80% | 3.80% | ||
PRA Switzerland AG pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 1.50% | 2.30% | ||
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Participant's contributions percentage of annual compensation (in percent) | 4.50% | |||
Defined contribution plan, cost | $ 40,400,000 | $ 45,800,000 | $ 23,700,000 | |
United Kingdom | ICON Development Solutions Limited pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | 20,999,000 | $ 19,558,000 | $ 41,813,000 | |
Net loss that will be amortized | 200,000 | |||
Net prior service cost for defined benefit pension plan that will be amortized | $ 0 | |||
Pension plan period | 19 years | |||
Expected rate of return on plan assets | 3.80% | 3.80% | 3.40% | |
Contribution to pension fund in the year ending December 31, 2021 | $ 100,000 | |||
Retirement period used as a basis to estimate expected cash flows | 10 years | |||
Discount rate | 4.80% | 4.90% | ||
Switzerland | Aptiv Solutions pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | $ 6,441,000 | $ 5,806,000 | $ 7,643,000 | |
Discount rate | 1.50% | 2.30% | ||
Switzerland | Aptiv Solutions pension plan | Aptiv Solutions | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Percentage of share capital acquired (in percent) | 100% | |||
Switzerland | PRA Switzerland AG pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | $ 7,747,000 | $ 5,345,000 | $ 4,990,000 |
Employee Benefits - Schedule of
Employee Benefits - Schedule of Amounts Recognized in Balance Sheet (Details) - Pension Plan - United States - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Other receivables | $ 6,321 | $ 6,492 |
Non-current other liabilities (note 16) | $ (14,738) | $ (13,033) |
Employee Benefits - Funded Stat
Employee Benefits - Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
United Kingdom | ICON Development Solutions Limited pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | $ (20,999) | $ (19,558) | |
Fair value of plan assets | 27,320 | 26,050 | $ 36,198 |
Funded surplus | 6,321 | 6,492 | |
Switzerland | Aptiv Solutions pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | (6,441) | (5,806) | |
Fair value of plan assets | 6,261 | 5,681 | 6,964 |
Funded surplus | (180) | (125) | |
Switzerland | PRA Switzerland AG pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | (7,747) | (5,345) | |
Fair value of plan assets | 5,529 | 4,059 | $ 3,017 |
Funded surplus | $ (2,218) | $ (1,286) |
Employee Benefits - Change in B
Employee Benefits - Change in Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
United Kingdom | ICON Development Solutions Limited pension plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 19,558 | $ 41,813 | |
Service cost | 42 | 117 | $ 134 |
Interest cost | 975 | 672 | 665 |
Plan participants' contributions | 19 | 19 | |
Benefits paid | (318) | (514) | |
Actuarial gain | (335) | (18,636) | |
Foreign currency exchange rate changes | 1,058 | (3,913) | |
Benefit obligation at end of year | 20,999 | 19,558 | 41,813 |
Switzerland | Aptiv Solutions pension plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 5,806 | 7,643 | |
Service cost | 109 | 146 | |
Interest cost | 136 | 30 | |
Plan participants' contributions | 93 | 82 | |
Settlement | (645) | (218) | |
Prior service cost | (13) | (23) | |
Benefits paid and transferred balances | (134) | (182) | |
Actuarial gain | 511 | (1,527) | |
Foreign currency exchange rate changes | 578 | (145) | |
Benefit obligation at end of year | 6,441 | 5,806 | 7,643 |
Switzerland | PRA Switzerland AG pension plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 5,345 | 4,990 | |
Service cost | 417 | 404 | |
Interest cost | 132 | 20 | |
Plan participants' contributions | 456 | 325 | |
Settlement | (753) | (844) | |
Benefits paid and transferred balances | 795 | 1,125 | |
Actuarial gain | 711 | (627) | |
Foreign currency exchange rate changes | 644 | (48) | |
Benefit obligation at end of year | $ 7,747 | $ 5,345 | $ 4,990 |
Employee Benefits - Change in P
Employee Benefits - Change in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
United Kingdom | ICON Development Solutions Limited pension plan | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | $ 26,050 | $ 36,198 | |
Expected return on plan assets | 1,015 | 1,258 | $ 1,171 |
Actuarial loss | (910) | (7,305) | |
Employer contributions | 70 | 70 | |
Plan participants' contributions | 19 | 19 | |
Benefits paid | (318) | (514) | |
Foreign currency exchange rate changes | 1,394 | (3,676) | |
Fair value of plan assets at end of year | 27,320 | 26,050 | 36,198 |
Switzerland | Aptiv Solutions pension plan | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 5,681 | 6,964 | |
Expected return on plan assets | 133 | 29 | |
Actuarial loss | 356 | (987) | |
Scheme contributions | 215 | 114 | |
Plan participants' contributions | 93 | 82 | |
Benefits paid and transferred balances | 134 | 182 | |
Settlement | (645) | (218) | |
Foreign currency exchange rate changes | 562 | (121) | |
Fair value of plan assets at end of year | 6,261 | 5,681 | 6,964 |
Switzerland | PRA Switzerland AG pension plan | |||
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward] | |||
Fair value of plan assets at beginning of year | 4,059 | 3,017 | |
Expected return on plan assets | 101 | 29 | |
Actuarial loss | (52) | 87 | |
Scheme contributions | 456 | 325 | |
Plan participants' contributions | 456 | 325 | |
Benefits paid and transferred balances | 795 | 1,125 | |
Settlement | (753) | (844) | |
Foreign currency exchange rate changes | 467 | (5) | |
Fair value of plan assets at end of year | $ 5,529 | $ 4,059 | $ 3,017 |
Employee Benefits - Components
Employee Benefits - Components of Net Periodic Benefit Cost (Details) - United Kingdom - ICON Development Solutions Limited pension plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 42 | $ 117 | $ 134 |
Interest cost | 975 | 672 | 665 |
Expected return on plan assets | (1,015) | (1,258) | (1,171) |
Amortization of net (gain)/loss | (274) | 228 | 625 |
Net periodic benefit (credit)/cost | $ (272) | $ (241) | $ 253 |
Employee Benefits - Net Periodi
Employee Benefits - Net Periodic Pension Benefit Cost Assumptions (Details) - ICON Development Solutions Limited pension plan - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Expected rate of return on plan assets | 3.80% | 3.80% | |
United Kingdom | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Discount rate | 4.90% | 1.80% | 1.50% |
Rate of compensation increase | 3.60% | 3.70% | 3.40% |
Expected rate of return on plan assets | 3.80% | 3.80% | 3.40% |
Other comprehensive income/(loss) | |||
Actuarial gain - benefit obligation | $ (335) | $ (18,636) | $ (2,097) |
Actuarial loss/(gain) - plan assets | 910 | 7,305 | (1,176) |
Amortization of net gain/(loss) recognized in net periodic benefit (credit)/cost | 274 | (228) | (625) |
Total | $ 849 | $ (11,559) | $ (3,898) |
Employee Benefits - Assumptions
Employee Benefits - Assumptions Used in Determining Benefit Obligation (Details) - United Kingdom - ICON Development Solutions Limited pension plan | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.80% | 4.90% |
Rate of compensation increase | 3% | 3.60% |
Employee Benefits - Expected Ra
Employee Benefits - Expected Rate of Return and Actual Plan Asset Allocation (Details) - ICON Development Solutions Limited pension plan | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 100% | 100% |
Government Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 78% | 88% |
Diversified Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 22% | 12% |
Employee Benefits - Plan Asset
Employee Benefits - Plan Asset Fair Value Measurements (Details) - Level 1 - ICON Development Solutions Limited pension plan - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 27,320 | $ 26,050 |
Government Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 21,312 | 22,887 |
Diversified Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 6,008 | $ 3,163 |
Employee Benefits - Annual Bene
Employee Benefits - Annual Benefit Payments (Details) - United Kingdom - ICON Development Solutions Limited pension plan $ in Thousands | Dec. 31, 2023 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2024 | $ 379 |
2025 | 420 |
2026 | 679 |
2027 | 662 |
2028 | 612 |
Years 2029 - 2033 | $ 4,028 |
Equity Incentive Schemes and _3
Equity Incentive Schemes and Stock Compensation Charges - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | 24 Months Ended | 252 Months Ended | ||||||||
Feb. 14, 2017 | May 11, 2015 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | May 18, 2020 | May 16, 2019 | May 31, 2018 | Feb. 13, 2017 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Weighted average contractual term of options outstanding | 4 years 5 months 1 day | 4 years 8 months 8 days | |||||||||
Exercisable - weighted average remaining contractual life | 3 years 10 months 20 days | 4 years 3 months | |||||||||
Total compensation costs | $ 55,667 | $ 70,523 | $ 133,844 | ||||||||
Income tax benefit related to stock compensation | 20,000 | 12,900 | 22,700 | ||||||||
Cash tax benefit related to stock options exercised | $ 10,900 | 7,700 | $ 23,900 | ||||||||
The 2020 Legacy PRA Plan | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 2,500,000 | ||||||||||
The 2018 Legacy PRA Plan | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 2,000,000 | ||||||||||
Consultants Stock Plan, 2008 Plan | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 400,000 | 1,000,000 | |||||||||
Limit of shares issued or to be issued pursuant to options granted (in shares) | 1,000,000 | ||||||||||
Employee Stock Plan, 2008 Plan | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 6,000,000 | ||||||||||
Maximum number of shares per employee (in shares) | 400,000 | ||||||||||
Option Plans 2008 | Minimum | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Percentage of option price for fair value of ordinary share (in percent) | 100% | ||||||||||
Employee Stock Option | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Shares vesting period | 5 years | ||||||||||
Employee Stock Option | Award date, prior to 2018 | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Shares vesting period | 5 years | ||||||||||
Shares expiration period | 8 years | ||||||||||
Restricted Stock Units 2013 | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 4,100,000 | ||||||||||
Additional number of ordinary shares which have been reserved for issuance (in shares) | 2,500,000 | ||||||||||
Consultants Restricted Stock Units 2019 | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 250,000 | ||||||||||
Consultants Restricted Stock Units 2019 | Non-executive director | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Shares vesting period | 12 months | ||||||||||
Restricted Stock Units (RSUs) | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Fair value of stock units vested | $ 35,400 | $ 34,100 | |||||||||
Restricted Stock Units (RSUs) | Minimum | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Share price of equity instruments other than options, vested in period (in USD per share) | $ 159.33 | $ 137.47 | |||||||||
Restricted Stock Units (RSUs) | Maximum | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Share price of equity instruments other than options, vested in period (in USD per share) | $ 265.96 | $ 265.96 | |||||||||
Performance Share Unit (PSUs) | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Fair value of stock units vested | $ 7,500 | $ 6,500 | |||||||||
Performance Share Unit (PSUs) | Minimum | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Share price of equity instruments other than options, vested in period (in USD per share) | $ 159.33 | $ 137.47 | |||||||||
Performance Share Unit (PSUs) | Maximum | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Share price of equity instruments other than options, vested in period (in USD per share) | $ 166.51 | $ 166.51 | |||||||||
PSUs Based on Service and EPS Targets | Maximum | |||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | |||||||||||
Stock units to be granted (in shares) | 49,340 |
Equity Incentive Schemes and _4
Equity Incentive Schemes and Stock Compensation Charges - Summary of Stock Option Activity (Details) - Stock Option and Award Plans - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options Granted Under Plans | |||
Beginning balance (in shares) | 1,378,119 | 1,695,460 | 553,746 |
Assumed through business combination (in shares) | 2,177,130 | ||
Granted (in shares) | 82,472 | 108,643 | 100,299 |
Exercised (in shares) | (535,705) | (348,286) | (1,065,529) |
Canceled/expired (in shares) | (22,080) | (77,698) | (70,186) |
Ending balance (in shares) | 902,806 | 1,378,119 | 1,695,460 |
Vested and exercisable at end of period (in shares) | 654,386 | ||
Weighted Average Exercise Price | |||
Beginning balance (USD per share) | $ 119.86 | $ 110.38 | $ 108.53 |
Assumed through business combination (USD per share) | 108.78 | ||
Granted (USD per share) | 232.48 | 229.94 | 177.76 |
Exercised (USD per share) | 95.12 | 102.87 | 111.29 |
Canceled/expired (USD per share) | 196.20 | 143.08 | 128.46 |
Ending balance (USD per share) | 142.96 | $ 119.86 | $ 110.38 |
Vested and exercisable at end of period (USD per share) | $ 119.67 |
Equity Incentive Schemes and _5
Equity Incentive Schemes and Stock Compensation Charges - Outstanding and Exercisable Share Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum range exercise price (USD per share) | $ 20.83 | |||
Maximum range exercise price (USD per share) | 233.88 | |||
Range 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum range exercise price (USD per share) | 20.83 | |||
Maximum range exercise price (USD per share) | 96.15 | |||
Range 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum range exercise price (USD per share) | 103.81 | |||
Maximum range exercise price (USD per share) | 121.68 | |||
Range 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum range exercise price (USD per share) | 125.74 | |||
Maximum range exercise price (USD per share) | 147.26 | |||
Range 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum range exercise price (USD per share) | 159.33 | |||
Maximum range exercise price (USD per share) | $ 233.88 | |||
Stock Option and Award Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 902,806 | |||
Weighted Average Remaining Contractual Life | 4 years 5 months 1 day | |||
Weighted average exercise price (USD per share) | $ 142.96 | $ 119.86 | $ 110.38 | $ 108.53 |
Number of shares (in shares) | 654,386 | |||
Vested and exercisable at end of period (USD per share) | $ 119.67 | |||
Stock Option and Award Plans | Range 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 201,306 | |||
Weighted Average Remaining Contractual Life | 2 years 3 months 14 days | |||
Number of shares (in shares) | 201,306 | |||
Stock Option and Award Plans | Range 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 132,964 | |||
Weighted Average Remaining Contractual Life | 4 years 6 months 14 days | |||
Number of shares (in shares) | 132,964 | |||
Stock Option and Award Plans | Range 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 249,194 | |||
Weighted Average Remaining Contractual Life | 4 years 5 months 12 days | |||
Number of shares (in shares) | 233,371 | |||
Stock Option and Award Plans | Range 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares (in shares) | 319,342 | |||
Weighted Average Remaining Contractual Life | 5 years 8 months 8 days | |||
Number of shares (in shares) | 86,745 |
Equity Incentive Schemes and _6
Equity Incentive Schemes and Stock Compensation Charges - Schedule of Weighted Average Fair Values and Assumptions Used (Details) - Employee Stock Option - $ / shares | 12 Months Ended | |||
Jul. 01, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value (USD per share) | $ 107.21 | $ 85.12 | $ 68.42 | $ 49.15 |
Assumptions: | ||||
Expected volatility (in percent) | 30% | 33% | 31% | 30% |
Dividend yield (in percent) | 0% | 0% | 0% | 0% |
Risk free interest rate (in percent) | 0.56% | 4.18% | 1.86% | 0.78% |
Expected life | 3 years 6 months | 5 years | 5 years | 5 years |
Equity Incentive Schemes and _7
Equity Incentive Schemes and Stock Compensation Charges - Summary of RSU and PSU Activity (Details) | 12 Months Ended |
Dec. 31, 2023 $ / shares shares | |
Performance Share Unit (PSUs) | |
Outstanding number of shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 152,420 |
Granted (in shares) | shares | 60,374 |
Shares vested (in shares) | shares | (47,026) |
Forfeited (in shares) | shares | (60,512) |
Outstanding at ending of period (in shares) | shares | 105,256 |
Weighted Average Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 192.29 |
Granted (USD per share) | $ / shares | 232.51 |
Shares vested (USD per share) | $ / shares | 159.57 |
Forfeited (USD per share) | $ / shares | 198.70 |
Outstanding at end of period (USD per share) | $ / shares | $ 226.29 |
Restricted Stock Units (RSUs) | |
Outstanding number of shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 582,612 |
Granted (in shares) | shares | 308,963 |
Shares vested (in shares) | shares | (188,800) |
Forfeited (in shares) | shares | (81,764) |
Outstanding at ending of period (in shares) | shares | 621,011 |
Weighted Average Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 207.73 |
Granted (USD per share) | $ / shares | 218.86 |
Shares vested (USD per share) | $ / shares | 187.68 |
Forfeited (USD per share) | $ / shares | 216.03 |
Outstanding at end of period (USD per share) | $ / shares | $ 218.27 |
Equity Incentive Schemes and _8
Equity Incentive Schemes and Stock Compensation Charges - Schedule of Non-cash Stock Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | $ 55,667 | $ 70,523 | $ 133,844 |
Direct costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | 26,595 | 22,854 | 18,551 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | 29,072 | 47,669 | 41,457 |
Transaction and integration related | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | $ 0 | $ 0 | $ 73,836 |
Business Segment and Geograph_3
Business Segment and Geographical Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 1 |
Business Segment and Geograph_4
Business Segment and Geographical Information - Distribution of Net Revenue by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 8,120,176 | $ 7,741,386 | $ 5,480,826 |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Revenue | 2,377,104 | 1,984,567 | 1,365,909 |
Rest of Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,574,783 | 1,618,350 | 1,175,515 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,283,790 | 3,574,610 | 2,581,007 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 884,499 | $ 563,859 | $ 358,395 |
Business Segment and Geograph_5
Business Segment and Geographical Information - Distribution of Income from Operations, Excluding Restructuring, by Geographical Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | $ 956,152 | $ 795,237 | $ 378,529 |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | 432,026 | 218,088 | 131,961 |
Rest of Europe | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | 153,450 | 253,799 | 177,863 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | 310,343 | 254,849 | 39,132 |
Other | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | $ 60,333 | $ 68,501 | $ 29,573 |
Business Segment and Geograph_6
Business Segment and Geographical Information - Distribution of Long-lived Assets, Net, by Geographical Area (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 501,517 | $ 504,152 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 199,051 | 143,025 |
Rest of Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 94,046 | 99,721 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 159,245 | 213,311 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 49,175 | $ 48,095 |
Net Income Per Ordinary Share -
Net Income Per Ordinary Share - Reconciliation of Number of Shares Used in Computation of Basic and Diluted Net Income Per Ordinary Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Weighted average number of ordinary shares outstanding for basic net income per ordinary share (in shares) | 82,101,813 | 81,532,320 | 67,110,186 |
Effect of dilutive share options and other awards outstanding under share based compensation programs (in shares) | 615,827 | 936,043 | 958,125 |
Weighted average number of ordinary shares outstanding for diluted net income per ordinary share (in shares) | 82,717,640 | 82,468,363 | 68,068,311 |
Net Income Per Ordinary Share_2
Net Income Per Ordinary Share - Reconciliation of Net Income Attributable to the Group Per the Statement of Operating Income and Net Income Used For Net Income Per Ordinary Share (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net income per ordinary share (Note 24): | |||
Basic (USD per share) | $ 7.46 | $ 6.20 | $ 2.28 |
Diluted (USD per share) | $ 7.40 | $ 6.13 | $ 2.25 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Loss - Schedule of Accumulated Other Comprehensive income (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Currency translation adjustments | $ (149,148) | $ (175,369) |
Actuarial gain on defined benefit pension plan | 7,803 | 7,559 |
Loss on cash flow hedge | (2,161) | (3,728) |
Total | $ (143,506) | $ (171,538) |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for interest | $ 317,975 | $ 210,918 | $ 106,205 |
Cash paid for income taxes (net of refunds) | $ 163,778 | $ 116,322 | $ 55,105 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Apr. 20, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 24, 2020 | |
Related Party Transaction [Line Items] | |||||
Equity method investments | $ 4,900 | ||||
Share of losses from equity method investments | $ 383 | $ 3,136 | $ 2,161 | ||
Goodwill | 9,022,075 | 8,971,670 | 9,037,931 | ||
Acquisition related costs | $ 6,160 | 0 | 0 | ||
Oncacare | |||||
Related Party Transaction [Line Items] | |||||
Percentage of share capital acquired | 51% | ||||
Business combination, consideration transferred | $ 5,100 | ||||
Goodwill | 13,400 | ||||
Acquisition related costs | $ 6,200 | ||||
Oncacare | |||||
Related Party Transaction [Line Items] | |||||
Equity method investments | $ 4,900 | ||||
Equity method investment, ownership percentage | 49% | 49% | |||
Share of losses from equity method investments | $ 400 | 3,100 | $ 2,200 | ||
Corvus Pharmaceuticals | Subsidiaries | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 243 | 428 | |||
Other receivables | 101 | 231 | |||
Afimmune Limited | Subsidiaries | |||||
Related Party Transaction [Line Items] | |||||
Revenues | 45 | 235 | |||
Other receivables | $ 47 | $ 263 |
Subsequent Events (Details)
Subsequent Events (Details) $ in Millions | Feb. 20, 2024 USD ($) |
Subsequent event | Buyback program | |
Subsequent Event [Line Items] | |
Stock repurchase program, authorized amount | $ 500 |