Cover
Cover | 12 Months Ended |
Dec. 31, 2022 shares | |
Document Information [Line Items] | |
Document Type | 20-F |
Document Registration Statement | false |
Document Annual Report | true |
Document Period End Date | Dec. 31, 2022 |
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, D18 X5R3 |
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) | 81,723,555 |
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 Accounting Standard | U.S. GAAP |
Entity Shell Company | false |
Amendment Flag | false |
Document Fiscal Year Focus | 2022 |
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, 2022 | |
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, 2022 | Dec. 31, 2021 |
Current Assets: | ||
Cash and cash equivalents | $ 288,768 | $ 752,213 |
Available for sale investments (Note 8a) | 1,713 | 1,712 |
Accounts receivable, net of allowance for credit losses (Note 4) | 1,731,388 | 1,342,770 |
Unbilled revenue (Note 4) | 957,655 | 623,121 |
Other receivables | 63,658 | 56,760 |
Prepayments and other current assets | 137,094 | 114,323 |
Income taxes receivable | 48,790 | 50,299 |
Total current assets | 3,229,066 | 2,941,198 |
Non-current Assets: | ||
Property, plant and equipment, net (Note 9) | 350,320 | 336,444 |
Goodwill (Note 10) | 8,971,670 | 9,037,931 |
Intangible assets, net (Note 11) | 4,278,659 | 4,710,843 |
Operating right-of-use assets (Note 15) | 153,832 | 198,123 |
Other receivables | 70,790 | 70,557 |
Income taxes receivable | 21,380 | 18,637 |
Deferred tax asset (Note 20) | 76,930 | 48,392 |
Equity method investments | 0 | 2,373 |
Investments in equity-long term (Note 8b) | 32,631 | 22,592 |
Total Assets | 17,185,278 | 17,387,090 |
Current Liabilities: | ||
Accounts payable | 81,194 | 90,764 |
Unearned revenue (Note 4) | 1,507,449 | 1,323,961 |
Other liabilities (Note 12) | 1,005,025 | 949,629 |
Income taxes payable | 41,783 | 59,433 |
Current bank credit lines and loan facilities (Note 13) | 55,150 | 55,150 |
Total current liabilities | 2,690,601 | 2,478,937 |
Non-current Liabilities: | ||
Non-current bank credit lines and loan facilities (Note 13) | 4,599,037 | 5,381,162 |
Lease liabilities (Note 15) | 131,644 | 159,483 |
Non-current other liabilities (Note 16) | 38,260 | 42,596 |
Non-current income taxes payable | 239,188 | 172,109 |
Deferred tax liability (Note 20) | 988,585 | 1,085,976 |
Commitments and contingencies (Note 17) | 0 | 0 |
Liabilities, Total | 8,687,315 | 9,320,263 |
Shareholders' Equity: | ||
Ordinary shares par value 6 euro cents per share; 100,000,000 shares authorized, (Note 18). 81,723,555 shares issued and outstanding at December 31, 2022 and 81,554,683 shares issued and outstanding at December 31, 2021. | 6,649 | 6,640 |
Additional paid-in capital | 6,840,306 | 6,733,910 |
Other undenominated capital (Note 18b) | 1,162 | 1,134 |
Accumulated other comprehensive income (Note 25) | (171,538) | (90,937) |
Retained earnings | 1,821,384 | 1,416,080 |
Total Shareholders' Equity | 8,497,963 | 8,066,827 |
Total Liabilities and Shareholders’ Equity | $ 17,185,278 | $ 17,387,090 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - € / shares | Dec. 31, 2022 | Dec. 31, 2021 |
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) | 81,723,555 | 81,554,683 |
Ordinary shares, shares outstanding (in shares) | 81,723,555 | 81,554,683 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | |||
Revenue | $ 7,741,386 | $ 5,480,826 | $ 2,797,288 |
Costs and expenses: | |||
Direct costs (excluding depreciation and amortization) | 5,527,045 | 3,972,612 | 1,979,883 |
Selling, general and administrative | 778,753 | 585,330 | 342,449 |
Depreciation and amortization | 569,513 | 314,987 | 66,126 |
Transaction and integration related (Note 6) | 39,695 | 198,263 | (759) |
Restructuring (Note 19) | 31,143 | 31,105 | 18,089 |
Total costs and expenses | 6,946,149 | 5,102,297 | 2,405,788 |
Income from operations | 795,237 | 378,529 | 391,500 |
Interest income | 2,345 | 574 | 2,724 |
Interest expense (Note 13) | (229,731) | (182,423) | (13,019) |
Income before income tax expense | 567,851 | 196,680 | 381,205 |
Income tax expense (Note 20) | (59,411) | (41,334) | (47,875) |
Income before share of earnings from equity method investments | 508,440 | 155,346 | 333,330 |
Share of equity method investments | (3,136) | (2,161) | (366) |
Net Income | 505,304 | 153,185 | 332,964 |
Net income attributable to noncontrolling interest | 0 | 0 | (633) |
Net income attributable to the Group | $ 505,304 | $ 153,185 | $ 332,331 |
Net income per Ordinary Share attributable to the Group (Note 24): | |||
Basic (USD per share) | $ 6.20 | $ 2.28 | $ 6.20 |
Diluted (USD per share) | $ 6.13 | $ 2.25 | $ 6.15 |
Weighted average number of ordinary shares outstanding: | |||
Basic (in shares) | 81,532,320 | 67,110,186 | 52,859,911 |
Diluted (in shares) | 82,468,363 | 68,068,311 | 53,283,585 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 505,304 | $ 153,185 | $ 332,964 |
Other comprehensive income, net of tax | |||
Currency translation adjustment | (89,530) | (60,617) | 46,526 |
Unrealized capital loss - investments | 0 | 0 | (231) |
Actuarial gain/(loss) on defined benefit pension plan | 12,657 | 4,266 | (4,138) |
Amortization of cash flow hedge | 0 | 113 | (910) |
(Loss)/gain on cash flow hedge | (3,728) | 778 | (905) |
Total comprehensive income | 424,703 | 97,725 | 373,306 |
Less net income attributable to noncontrolling interest | 0 | 0 | (633) |
Total comprehensive income attributable to the Group | $ 424,703 | $ 97,725 | $ 372,673 |
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 Income | Retained Earnings | Redeemable Noncontrolling Interest |
Beginning balance (in shares) at Dec. 31, 2019 | 53,622,206 | ||||||
Beginning balance at Dec. 31, 2019 | $ 1,618,055 | $ 4,635 | $ 577,961 | $ 1,052 | $ (75,819) | $ 1,110,226 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 332,331 | 332,331 | |||||
Currency translation adjustment | 46,526 | 46,526 | |||||
Unrealized capital loss - investments | (231) | (231) | |||||
Actuarial gain (loss) on defined benefit pension plan | (4,138) | (4,138) | |||||
Amortization of cash flow hedge | (910) | (910) | |||||
Loss on cash flow hedge | (905) | (905) | |||||
Total comprehensive income attributable to the Group | 372,673 | ||||||
Exercise of share options (in shares) | 193,417 | ||||||
Exercise of share options | 13,189 | $ 13 | 13,176 | ||||
Issue of restricted share units / performance share units (in shares) | 207,688 | ||||||
Issue of restricted share units / performance share units | 14 | $ 14 | |||||
Share based compensation expense | 25,981 | 25,981 | |||||
Share issue costs | (14) | (14) | |||||
Repurchase of ordinary shares (in shares) | (1,235,218) | ||||||
Repurchase of ordinary shares | (175,000) | $ (82) | 82 | (175,000) | |||
Share repurchase costs | (140) | (140) | |||||
Noncontrolling interest adjustment to redemption amount | (4,522) | (4,522) | $ 4,522 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 52,788,093 | ||||||
Ending balance at Dec. 31, 2020 | 1,850,236 | $ 4,580 | 617,104 | 1,134 | (35,477) | 1,262,895 | |
Beginning balance at Dec. 31, 2019 | 39,510 | ||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||
Net income | 633 | ||||||
Noncontrolling interest adjustment to redemption amount | (4,522) | (4,522) | 4,522 | ||||
Exercise of call option on noncontrolling interest shares | (44,665) | ||||||
Ending balance at Dec. 31, 2020 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net income | 153,185 | 153,185 | |||||
Currency translation adjustment | (60,617) | (60,617) | |||||
Unrealized capital loss - investments | 0 | ||||||
Actuarial gain (loss) on defined benefit pension plan | 4,266 | 4,266 | |||||
Amortization of cash flow hedge | 113 | 113 | |||||
Loss on cash flow hedge | 778 | 778 | |||||
Total comprehensive income attributable to the Group | 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 issue costs | (853) | (853) | |||||
Issue of shares associated with a business combination (in shares) | 27,372,427 | ||||||
Issue of shares associated with a business combination | 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 | 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) | |||||
Unrealized capital loss - investments | 0 | ||||||
Actuarial gain (loss) on defined benefit pension plan | 12,657 | 12,657 | |||||
Amortization of cash flow hedge | 0 | ||||||
Loss on cash flow hedge | (3,728) | (3,728) | |||||
Total comprehensive income attributable to the Group | 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 issue 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 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||
Net income | $ 505,304 | $ 153,185 | $ 332,964 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 569,513 | 314,987 | 66,126 |
Impairment of long lived assets | 28,767 | 20,037 | 5,411 |
Reduction in carrying value of operating right-of-use assets | 45,215 | 45,339 | 28,480 |
Loss on equity method investments | 3,136 | 2,161 | 366 |
Amortization of financing costs and debt discount | 17,749 | 12,890 | 523 |
Stock compensation expense | 70,523 | 133,844 | 26,271 |
Loss on extinguishment of debt | 0 | 14,434 | 0 |
Loss on issuance of debt | 0 | 59,460 | 0 |
Deferred tax (benefit)/expense | (124,985) | (60,616) | 927 |
Unrealized foreign exchange (gain)/loss | (13,009) | (6,054) | 5,979 |
Other non-cash items | 11,324 | 4,480 | (7,859) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (420,695) | 113,513 | (175,040) |
Unbilled revenue | (332,592) | (17,656) | (5,748) |
Unearned revenue | 192,944 | (69,121) | 291,844 |
Other net assets | 10,121 | 108,259 | (2,209) |
Net cash provided by operating activities | 563,315 | 829,142 | 568,035 |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (142,160) | (93,750) | (40,885) |
Purchase of subsidiary undertakings (net of cash acquired) | 0 | (5,914,475) | (47,931) |
Investment in equity method investments | 0 | (2,450) | (2,450) |
Loan to equity method investment | 0 | (10,000) | 0 |
Sale of available for sale investments | 481 | 497 | 47,902 |
Purchase of available for sale investments | (482) | (480) | 0 |
Proceeds from investments in equity - long term | 1,906 | 500 | 87 |
Purchase of investments in equity - long term | (5,612) | (4,077) | (3,299) |
Net cash used in investing activities | (145,867) | (6,024,235) | (46,576) |
Cash flows from financing activities: | |||
Financing costs | 0 | (30,328) | (1,554) |
Drawdown of credit lines and facilities | 75,000 | 5,905,100 | 350,000 |
Repayment of credit lines and facilities | (875,000) | (877,780) | (350,000) |
Purchase of noncontrolling interest | 0 | 0 | (43,923) |
Proceeds from the exercise of equity compensation | 35,844 | 118,589 | 13,203 |
Share issue costs | (17) | (853) | (14) |
Repurchase of ordinary shares | (99,983) | 0 | (175,000) |
Share repurchase costs | (17) | 0 | (140) |
Settlement of cash flow hedge | 0 | 0 | (905) |
Net cash (used in)/provided by financing activities | (864,173) | 5,114,728 | (208,333) |
Effect of exchange rate movements on cash | (16,720) | (7,727) | 6,870 |
Net (decrease)/increase in cash and cash equivalents | (463,445) | (88,092) | 319,996 |
Cash and cash equivalents at beginning of year | 752,213 | 840,305 | 520,309 |
Cash and cash equivalents at end of year | $ 288,768 | $ 752,213 | $ 840,305 |
Description of business
Description of business | 12 Months Ended |
Dec. 31, 2022 | |
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 services on a stand-alone basis or as part of an integrated "full-service" solution. At December 31, 2022 we had approximately 41,100 employees, in 111 locations in 53 countries. During the year ended December 31, 2022, we derived approximately 46.2%, 46.5% and 7.3% 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, 2022 | |
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 and intangible assets acquired in a business combination. 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 net present value of estimated future cash flows. Debt is measured at historical 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 investments 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 unrealized movements 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 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. Any changes to this estimate outside the measurement period will depend on the classification of the contingent consideration. If the contingent consideration is classified as equity it shall not be re-measured and the settlement shall be accounted for within equity. If the contingent consideration is classified as a liability any adjustments will be accounted for through the Consolidated Statement of Operations or Other Comprehensive Income depending on whether the liability is considered a financial instrument. 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 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. The Company allocates a share of net income to the noncontrolling interest holders based on percentage ownership. 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. 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 as currency translation adjustments. Amounts charged or credited to the Consolidated Statements of Operations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 were as follows: Year ended 2022 2021 2020 (in thousands) Amounts (credited)/charged $ (25,997) $ (14,316) $ 5,979 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, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2021 and December 31, 2022 qualify for the NAV practical expedient in ASC 820 ' Fair value measurements and disclosure s'. Any increases or decreases in fair value are recognized in net income in the period. These are therefore measured at Level 3 of the fair value hierarchy. 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 accompanying Consolidated Balance Sheet. The Company records its pro rata share of the earnings/losses of these investments in Share of equity method investments in the Consolidated Statement of Operations. The Company reviews these 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, which occur when receivables are transferred without recourse to ICON, 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: Years Building 40 Computer equipment and software 2-8 Office furniture and fixtures 8 Laboratory equipment 5 Motor vehicles 5 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, 2022 and December 31, 2021, the Company did not account for any leases as finance leases. Operating leases are included in operating right-of-use 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 commencement date or date of transition. 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 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 their fair value when acquired and amortized on the straight line basis over their respective useful lives. The Company has no indefinite life intangibles other than goodwill. The Company evaluates its intangibles for impairment when indicators of impairment exist. Intangible assets are amortized on a straight-line basis over the expected useful life, as set forth in the table below: Estimated Useful Life Customer relationships 23 years Order backlog 3 years Trade names 3 years Patient database 7 years Technology assets 5 years The Company periodically assesses the 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. Fair value is determined through various valuation techniques including discounted cash flow models and third-party independent appraisals, as considered necessary. 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. 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 and foreign currencies. Derivatives are recorded on the 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 criterion for designating a derivative as a hedge includes 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. The company has entered into certain put and call arrangements to purchase equity in unconsolidated entities at a future date. These arrangements are accounted for at fair value at the balance sheet date. 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 income 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 GILTI (“global intangible low-taxed income”) 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 the costs of these plans in accordance with ASC 715-30 'Defined Benefit Plans – Pension' . These plans are presented in accordance with the requirements of ASC 715-60 'Defined Benefit Plans – Other Postretirement' . 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 718 'Compensation – Stock Compensation'. Share-based compensation expense for equity-settled awards made to employees and directors is measured and recognized based on estimated grant date fair values. These equity-settled awards include employee share options, RSUs and PSUs. 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 |
Disaggregation of Revenue
Disaggregation of Revenue | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Disaggregation of Revenue Revenue disaggregated by customer profile is as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Top client $ 683,546 $ 441,173 $ 337,904 Clients 2-5 1,506,087 1,291,946 754,906 Clients 6-10 1,112,636 752,325 350,865 Clients 11-25 1,585,739 1,077,073 501,643 Other 2,853,378 1,918,309 851,970 Total $7,741,386 $5,480,826 $2,797,288 Accounts receivable and unbilled revenue are as follows: December 31, 2022 December 31, 2021 (in thousands) Billed services (accounts receivable) $ 1,751,950 $ 1,349,851 Allowance for credit losses (note 5) (20,562) (7,081) Accounts receivable (net) 1,731,388 1,342,770 Unbilled services (unbilled revenue) $ 957,655 $ 623,121 Accounts receivable and unbilled revenue, net $ 2,689,043 $ 1,965,891 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) December 31, 2022 December 31, 2021 $ Change % Change Unbilled services (unbilled revenue) $ 957,655 $ 623,121 $ 334,534 53.7 % Unearned revenue (payments on account) (1,507,449) (1,323,961) (183,488) 13.9 % Net balance $ (549,794) $ (700,840) $ 151,046 21.6 % 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, 2022 and December 31, 2021 were $406.3 million and $323.6 million (see note 12 - Other liabilities ). Unbilled services as at December 31, 2022 increased by $334.5 million as compared to December 31, 2021. Unearned revenue increased by $183.5 million over the same period resulting in a decrease of $151.0 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2021 and December 31, 2022. These fluctuations are primarily due to the completion of the Merger on July 1, 2021 but are also partially due to timing of payments and invoicing related to the Group'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 Group's receivables and unbilled services was $17.8 million and $0.9 million for the twelve months ended December 31, 2022 and 2021, respectively. |
Contract Balances
Contract Balances | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Contract Balances | Disaggregation of Revenue Revenue disaggregated by customer profile is as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Top client $ 683,546 $ 441,173 $ 337,904 Clients 2-5 1,506,087 1,291,946 754,906 Clients 6-10 1,112,636 752,325 350,865 Clients 11-25 1,585,739 1,077,073 501,643 Other 2,853,378 1,918,309 851,970 Total $7,741,386 $5,480,826 $2,797,288 Accounts receivable and unbilled revenue are as follows: December 31, 2022 December 31, 2021 (in thousands) Billed services (accounts receivable) $ 1,751,950 $ 1,349,851 Allowance for credit losses (note 5) (20,562) (7,081) Accounts receivable (net) 1,731,388 1,342,770 Unbilled services (unbilled revenue) $ 957,655 $ 623,121 Accounts receivable and unbilled revenue, net $ 2,689,043 $ 1,965,891 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) December 31, 2022 December 31, 2021 $ Change % Change Unbilled services (unbilled revenue) $ 957,655 $ 623,121 $ 334,534 53.7 % Unearned revenue (payments on account) (1,507,449) (1,323,961) (183,488) 13.9 % Net balance $ (549,794) $ (700,840) $ 151,046 21.6 % 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, 2022 and December 31, 2021 were $406.3 million and $323.6 million (see note 12 - Other liabilities ). Unbilled services as at December 31, 2022 increased by $334.5 million as compared to December 31, 2021. Unearned revenue increased by $183.5 million over the same period resulting in a decrease of $151.0 million in the net balance of unbilled services and unearned revenue or payments on account between December 31, 2021 and December 31, 2022. These fluctuations are primarily due to the completion of the Merger on July 1, 2021 but are also partially due to timing of payments and invoicing related to the Group'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 Group's receivables and unbilled services was $17.8 million and $0.9 million for the twelve months ended December 31, 2022 and 2021, respectively. |
Allowances for Credit Losses
Allowances for Credit Losses | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Allowances for Credit Losses | Allowance for Credit Losses The Company does business with most major international pharmaceutical companies. Provision for credit losses at December 31, 2022 and December 31, 2021 comprises: December 31, 2022 December 31, 2021 (in thousands) Opening provision $ 7,081 $ 7,149 Amounts used during the year (3,913) (116) Amounts provided during the year 17,800 705 Amounts released during the year — (544) Foreign exchange (406) (113) Closing provision $ 20,562 $ 7,081 |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 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 the PRA Health Sciences ("the Acquisition" and "the Merger"). The combined Group 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 new ICON 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. The trading of PRA common stock on NASDAQ was suspended prior to market open on July 1, 2021. In the years ended December 31, 2022 and 2021, the Company incurred Merger-related expenses of $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. These costs consist primarily of investment banker fees, advisory fees, legal costs, accounting and consulting fees, share-based compensation expense, and employee retention bonuses. Included in transaction and integration costs in the years ended December 31, 2022 and 2021 are acquisition related costs (as defined by ASC 805) of $0.8 million and $57.1 million, respectively. The Company also incurred approximately $86.7 million of Merger-related financing fees which are included in the “Interest expense” line item in the Consolidated Statement of Operations for the year ended December 31, 2021. During the year ended December 31, 2021, the Company deferred $76.2 million of financing costs incurred as a result of the Senior Secured Credit Facility and Senior Secured Notes. These costs will be amortized over the term of the related debt. 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, 2021 (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 (in thousands, except for estimated useful lives): Estimated Fair Value Estimated Useful Life 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 $2.2 million amortization which related to the year ended December 31, 2021 due to the timing of when the measurement period adjustment was identified. ** 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, 2022 | |
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, unbilled services, contract assets, accounts payable, and unearned revenue approximate fair value due to the short maturities of these instruments. 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 (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Available for sale securities (short-term) (a) 1,713 — — — 1,713 Available for sale investments (long-term) (b) — — — 32,663 32,663 Derivative instruments (c) — 12 — — 12 Total assets $ 1,713 $ 12 $ — $ 32,663 $ 34,388 Liabilities: Derivative instruments (c) — 3,670 — — 3,670 Total Liabilities $ — $ 3,670 $ — $ — 3,670 As of December 31, 2021, the fair value of the major classes of the Company's assets measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Available for sale securities (short-term) (a) 1,712 $ — $ — — 1,712 Available for sale investments (long-term) (b) — $ — $ — 20,579 20,579 Total assets $ 1,712 $ — $ — $ 20,579 $ 22,291 (a) Represents the fair value of investments in highly liquid investments with maturities of greater than three months and a minimum "A-" rated fixed term deposits and are based on quoted market prices. (b) To determine the classification of its 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, 2022 and December 31, 2021 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2022 and December 31, 2021 qualify for the Net Asset Value (NAV) practical expedient in ASC 820 'Fair value measurements and disclosures'. Any increases or decreases in fair value are recognized in net income in the period. (c) Represents the fair value of interest rate cap and interest rate swap agreements. The fair value of the agreements are the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. The Company held no derivative instruments at December 31, 2021. Non-recurring Fair Value Measurements Certain assets and liabilities are carried on the accompanying 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, 2022, assets carried on the balance sheet and not re-measured to fair value on a recurring basis totaled approximately $13,250.4 million and are identified as Level 3 assets. These assets are comprised of goodwill of $8,971.7 million and identifiable intangible assets, net of $4,278.7 million. As of December 31, 2022 and 2021, the fair value of total debt approximated $4,650.3 million and $5,507.2 million, respectively, as determined under Level 2 measurement for these financial instruments. |
Investments
Investments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments (a) Available for sale investments (short-term) The Company held $1.7 million of available for sale investments at both December 31, 2022 and December 31, 2021. The Company classifies its investment in short term investments as available for sale. Short term investments comprise highly liquid investments with maturities of greater than three months and minimum "A-" rated fixed term deposits. Short term investments at December 31, 2022 have an average maturity of 2.8 years compared to 2.7 years at December 31, 2021. The contractual maturity of certain investments in the portfolio is greater than 12 months; however, classification as short-term investments reflects the Company practice and intention in respect of these investments. The Company recognizes the unrealized losses at fair value 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. Capital totaling $20.6 million had been advanced under the terms of the subscription agreements at December 31, 2022 (December 31, 2021: $16.9 million). The Company determined that the interests in the funds meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2022 qualify for the NAV practical expedient in ASC 820 ' Fair value measurements and disclosure s'. These are therefore measured at Level 3 of the fair value hierarchy. There was an increase in fair value of $6.3 million (December 31, 2021: $3.2 million) recognized in net income during the year bringing the carrying value of the subscriptions to $32.6 million at December 31, 2022 (December 31, 2021: $22.6 million). At (c) Equity method investments The Company has invested $4.9 million to obtain a 49% interest in the voting share capital of Oncacare. The Company’s investment in Oncacare is accounted for under the equity method due to the Company's ability to exercise significant influence over Oncacare that is considered to be greater than minor. The Company records its pro rata share of the earnings/losses of this investment in 'Share of equity method investments' in the Consolidated Statement of Operations. The majority investor has the right to sell the 51% majority voting share capital exclusively to the Company in an eighteen month period, commencing January 1, 2023 and ICON also has the right to acquire the 51% majority voting share capital from August 1, 2025. The following table represents our equity method investments at December 31, 2022: Ownership Percentage Carrying Value Carrying Value December 31, 2022 December 31, 2022 December 31, 2021 (in thousands) Oncacare Limited 49 % $ — $ 2,373 During the year ended December 31, 2021, the Company provided a loan of $10 million to Oncacare in order to fund the continued development of the business operations. The loan accrues annual interest at 1.6% and the loan is repayable on June 30, 2025. The Company has recorded losses of $3.1 million and $2.2 million representing its pro rata share of the losses in Oncacare during the year ended December 31, 2022 and December 31, 2021, respectively. The carrying value of the Company's investment in Oncacare was reduced by $2.3 million of pro rata losses. The remaining $0.8 million in pro rata losses served to reduce the carrying value of the Company's loan receivable from Oncacare. The outstanding balance of the Company's loan receivable with Oncacare at December 31, 2022 is $9.2 million. |
Property, Plant and Equipment,
Property, Plant and Equipment, net | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) Cost Land $ 3,724 $ 3,724 Building 70,880 82,017 Computer equipment and software 500,135 506,322 Office furniture and fixtures 50,600 107,507 Laboratory equipment 59,946 29,210 Leasehold improvements 65,167 70,123 Motor vehicles 41 65 750,493 798,968 Less accumulated depreciation and asset write offs (400,173) (462,524) Property, plant and equipment (net) $ 350,320 $ 336,444 Property, Plant and Equipment depreciation expense is as follows: December 31, 2022 December 31, 2021 (in thousands) Depreciation expense $ 106,426 $ 75,484 The Company regularly updates its register of property, plant and equipment and during the year ended December 31, 2022 and the year ended December 31, 2021, certain fully depreciated assets were written off as they were no longer used in the Company. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Goodwill The change in the carrying amount of Goodwill for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) Opening goodwill $ 9,037,931 $ 936,257 Current year acquisitions (note 6) — 8,120,006 Prior period acquisition (note 6) (35,692) — Foreign exchange movement (30,569) (18,332) Closing goodwill $ 8,971,670 $ 9,037,931 There were no goodwill impairment losses for the years ended December 31, 2022 and 2021. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets The carrying amount of Intangible Assets for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Cost (in thousands) Customer relationships $ 4,076,435 $ 4,056,642 Order backlog 536,934 528,022 Trade names & brands 204,621 204,685 Patient database 170,238 170,525 Technology assets 120,984 121,507 Total cost 5,109,212 5,081,381 Accumulated amortization (830,553) (370,538) Net book value $ 4,278,659 $ 4,710,843 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 will be amortized over their expected useful lives of between 3 and 23 years. The valuation of these assets were finalized in June 30, 2022. In total, $677.1 million has been amortized in the period since the date of acquisition, $453.6 million has been amortized in the year ended December 31, 2022. Future intangible asset amortization expense for the years ended December 31, 2023 to December 31, 2027 is as follows: Year Ended (in thousands) 2023 $ 460,711 2024 339,940 2025 223,674 2026 209,681 2027 198,300 $ 1,432,306 |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Other Liabilities The carrying amount of Other Liabilities for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) General trade and overhead liabilities* $ 530,204 $ 459,814 Personnel related liabilities 395,862 413,185 Operating lease liabilities 43,657 49,949 Facility related liabilities 16,896 12,055 Other liabilities 12,852 7,204 Restructuring liabilities 5,512 7,377 Short term government grants 42 45 $ 1,005,025 $ 949,629 *includes amounts due to third parties in respect of accrued reimbursable investigator expenses of $406.3 million at December 31, 2022 and $323.6 million at December 31, 2021. |
Non-current Bank Credit Lines a
Non-current Bank Credit Lines and Loan Facilities | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Non-current Bank Credit Lines and Loan Facilities | Non-current Bank Credit Lines and Loan Facilities The Company had the following debt outstanding as of December 31, 2022 and 2021: Principal amount Interest rate as of Interest rate as of December 31, December 31, (in thousands) December 31, 2022 December 31, 2021 2022 2021 Maturity Date Credit Facilities: Senior Secured Term Loan 7.092 % 2.750 % $ 4,201,213 $ 5,001,213 July 2028 Senior Secured Notes 2.875 % 2.875 % 500,000 500,000 July 2026 Total debt 4,701,213 5,501,213 Less current portion of long-term debt and debt issuance costs (55,150) (55,150) Total long-term debt 4,646,063 5,446,063 Less long-term portion of debt issuance costs and debt discount (47,026) (64,901) Total long-term debt, net $ 4,599,037 $ 5,381,162 The Company paid a $27.6 million debt discount in connection with the Senior Secured Credit Facility and Senior Secured Notes on July 1, 2021. The Company incurred interest costs from various financing arrangements during the years ended December 31, 2022, December 31, 2021 and December 31, 2020 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, 2022 and December 31, 2021, the Company expensed $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, 2022 December 31, 2021 December 31, 2020 (in thousands) Interest expense on drawn facilities $ 209,189 $ 93,809 $ 13,406 Amortization of financing costs 17,749 12,890 523 Transaction and one time financing costs — 75,391 — Other financing costs/(credits) 2,793 333 (910) Total financing costs $ 229,731 $ 182,423 $ 13,019 As of December 31, 2022, the contractual maturities of the Company's debt obligations were as follows: Current maturities of long-term debt: (in thousands) 2023 55,150 2024 55,150 2025 55,150 2026 55,150 2027 and thereafter 4,480,613 Total $ 4,701,213 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 In conjunction with the completion of the Merger Agreement, 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 proceeds of the senior secured term loan facility were used to repay in full (i) PRA’s existing credit facilities and (ii) the Company's notes and fund, in part, the Merger. The senior secured term loan facility will mature in July 2028 and the senior secured revolving loan facility will mature in July 2026. The credit agreement governing the Senior Secured Credit Facilities provides that borrowings denominated in U.S. Dollars will bear interest based on LIBOR or the base rate (as elected by the borrower), plus an applicable margin. On the 29th of November 2022, the Company agreed with its lenders to the early adoption of Term SOFR as the reference rate within the Credit Agreement ahead of the June 2023 USD LIBOR cessation date. LIBOR is no longer an applicable reference rate available to the Company under the terms of the Credit Agreement. 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 of 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. At December 31, 2022, $300.0 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. On December 30, 2022, the Company repaid $200.0 million of the senior secured term loan facility and made a quarterly interest payment of $66.1 million. This repayment resulted in an additional charge associated with previously capitalized fees of $1.8 million. On September 30, 2022, the Company repaid $200.0 million of the senior secured term loan facility and made a quarterly interest payment of $53.6 million. This repayment resulted in an additional charge associated with previously capitalized fees of $1.9 million. On June 30, 2022, the Company repaid $100.0 million of the senior secured term loan facility and made a quarterly interest payment of $39.4 million. This repayment resulted in an additional charge associated with previously capitalized fees of $0.9 million. On March 31, 2022, the Company repaid $300.0 million of the senior secured term loan facility and made a quarterly interest payment of $35.1 million. This repayment resulted in an additional charge associated with previously capitalized fees of $3.2 million. On December 29, 2021, the Company repaid $500.0 million of the senior secured term loan facility and made a quarterly interest payment of $40.8 million. This repayment resulted in an additional charge associated with previously capitalized fees of $5.6 million. On September 27, 2021, the Company repaid $13.8 million of the senior secured term loan facility and made a quarterly interest payment of $40.4 million. 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 The estimated fair value of the Company’s debt was $4,650.3 million and $5,507.2 million at December 31, 2022 and December 31, 2021, respectively. 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. |
Derivatives
Derivatives | 12 Months Ended |
Dec. 31, 2022 | |
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 cap expires 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 Swaps begins accruing on December 31, 2024 and the interest rate swap expires on December 31, 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 critical terms of the caps and swap are substantially the same as the underlying borrowings. The interest rate caps and swap are accounted for as cash flow hedges as these transactions were executed to hedge the Company's interest payments and for accounting purposes are considered highly effective. As such, the effective portion of the hedges is recorded as unrealized gains (losses) on derivatives in Accumulated Other Comprehensive Income. The fair value of these cash flow hedges represents the present value of the anticipated net payments the Company will make to the counterparty, which, when they occur, are reflected as interest expense on the consolidate statement of income. The fair value of the Company’s derivative financial instruments, on a gross basis, and the line items on the accompanying consolidate balance sheets to which they were recorded are summarized in the following table: December 31, 2022 Asset Liability Notional (in thousands) Derivatives designated as hedging instruments: Interest Rate Caps Other Assets and Liabilities $12 $3,363 2,100,606 Interest Rate Swap Other Assets and Liabilities $— $307 1,100,606 Total derivatives designated as hedging instruments $12 $3,670 3,201,213 During 2023, the Company estimates that an additional $3.3 million will be reflected as interest expense in the consolidated statements. At December 31, 2021 the fair value of the Company's derivative financial instruments was $nil as the Company had no outstanding derivative financial instruments. The Company recognized $0.1 million of gain within OCI and reclassified $0.1 million of gain from OCI to the income statement for the year end December 31, 2022. |
Operating Leases
Operating Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Operating Leases | Operating Leases Lease costs recorded under operating leases as of December 31, 2022 and 2021 were as follows: Year ended December 31, 2022 December 31, 2021 (in thousands) Operating lease costs $ 53,880 $ 51,200 Income from sub-leases (1,165) (1,338) Net operating lease costs $ 52,715 $ 49,862 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, net of early termination options now reasonably certain to be exercised, during the years ended December 31, 2022 and December 31, 2021 totaled $28.7 million and $10.2 million, respectively. During the years ended December 31, 2022 and December 31, 2021, impairments of operating right-of-use assets were recognized within restructuring charges for $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, 2022 were 6.90 years and 2.45%, respectively. The weighted average remaining lease term and weighted-average discount rate at December 31, 2021 were 6.91 years and 2.51%, respectively. Future minimum lease payments under non-cancelable leases as of December 31, 2022 were as follows: Minimum rental payments (in thousands) 2023 $ 47,479 2024 34,400 2025 25,045 2026 20,430 2027 17,249 Thereafter 45,065 Total future minimum lease payments 189,668 Lease imputed interest (14,367) Total $ 175,301 Operating lease liabilities are presented as current and non-current. Operating lease liabilities of $43.7 million and $49.9 million have been included in other liabilities |
Non-current other liabilities
Non-current other liabilities | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) Defined benefit pension obligations, net (note 21) $ 13,033 $ 16,262 Other non-current liabilities 25,227 26,334 $ 38,260 $ 42,596 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
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 twelve years. These leases generally 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, 2022 and December 31, 2021 and future minimum rental commitments as of December 31, 2022. |
Share Capital
Share Capital | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Share Capital | Share CapitalHolders 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, 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. During the year ended December 31, 2020, 193,417 options were exercised by employees at an average exercise price of $68.19 per share for total proceeds of $13.2 million. During the year ended December 31, 2020, 144,172 ordinary shares were issued in respect of certain RSUs and 63,516 ordinary shares were issued in respect of PSUs previously awarded by the Company. (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 authorization was renewed at the Company's AGM on each of July 25, 2017, July 24, 2018, July 23, 2019, July 21, 2020, July 20, 2021 and July 26, 2022. On October 3, 2016, the Company commenced a share buyback program of up to $400 million. The share buyback program was completed during the year ended December 31, 2018 with a total of 4,026,576 ordinary shares redeemed for a total consideration of $372.1 million. On January 8, 2019, the Company commenced a further share buyback program of up to 1.0 million ordinary shares which was completed during the year ended December 31, 2019. These shares were redeemed by the Company for a total consideration of $141.6 million. On October 22, 2019, the Company commenced a further share buyback program. At December 31, 2019, 35,100 ordinary shares were redeemed by the Company for a total consideration of $5.3 million. During the year ended December 31, 2020, 1,235,218 ordinary shares were redeemed by the Company under this buyback program for a total consideration of $175.0 million. 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, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charges | Restructuring Charges A restructuring charge of $31.1 million was recognized during the year ended December 31, 2022 under a restructuring plan adopted following a review of operations. The restructuring plan reflected resource rationalization across the business to improve employee utilization and an office consolidation program to optimize the Company's office footprint. The restructuring plan resulted in a charge of $2.7 million relating to workforce reductions, an impairment of right-of-use assets and associated unavoidable costs totaling $24.5 million and fixed asset impairment of $4.0 million. It is company policy to disclose operating right-of-use asset impairment as a restructuring charge when it is part of a coordinated program to decommission space. Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Restructuring charges $ 31,143 $ 31,105 $ 18,089 Net charge $ 31,143 $ 31,105 $ 18,089 At December 31, 2022, a total liability of $6.0 million was recorded on the Consolidated Balance Sheet relating to restructuring activities. The total liability included $1.4 million of facilities related liabilities of which $0.9 million is included within other liabilities and $0.5 million is included within non-current other liabilities. The remaining provision of $4.6 million relates to workforce reduction and is included within other liabilities. Year Ended December 31, 2022 December 31, 2021 (in thousands) Opening provision $ 10,311 $ 4,675 Additional provision in the year 4,364 11,273 Utilization (8,653) (5,637) Ending provision $ 6,022 $ 10,311 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 December 31, 2020 (in thousands) Ireland $ 432,963 $ 231,893 $ 280,310 United States (270,440) (278,413) 41,950 Other 405,328 243,200 58,945 $ 567,851 $ 196,680 $ 381,205 The components of income tax expense are as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Income tax expense: Current tax expense: Ireland $ 53,248 $ 18,469 $ 28,963 United States 60,753 35,478 3,022 Other 70,395 48,003 14,963 Total current tax expense 184,396 101,950 46,948 Deferred tax (benefit)/expense: Ireland (6,166) 553 1,654 United States (118,475) (52,717) 4,577 Other (344) (8,452) (5,304) (124,985) (60,616) 927 Income tax expense allocated to continuing operations 59,411 41,334 47,875 Income tax expense was allocated to the following components of other comprehensive income: Currency impact on long term funding 7,211 1,776 68 Total $ 66,622 $ 43,110 $ 47,943 Ireland's statutory income tax rate 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, 2022 December 31, 2021 December 31, 2020 (in thousands) Taxes at Irish statutory rate of 12.5% (2021:12.5%; 2020:12.5%) $ 70,980 $ 24,586 $ 47,651 Rate differential from amortization of intangible assets (59,330) (31,228) (2,298) Foreign and other income taxed at higher rates 52,464 51,273 10,241 Research & development tax incentives (2,608) (3,120) (1,243) Movement in valuation allowance (777) 3,101 3,581 Effects of change in tax rates (300) (128) 108 Change in unrecognized tax benefits 8,392 5,246 (1,672) Impact of stock compensation (8,756) (9,083) (5,150) Other (654) 687 (3,343) $ 59,411 $ 41,334 $ 47,875 The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities are presented below: December 31, 2022 December 31, 2021 (in thousands) Deferred tax liabilities: Property, plant and equipment $ 10,927 $ 19,606 Operating right-of-use-assets 23,260 33,449 Goodwill 37,150 33,354 Intangible assets 1,078,302 1,201,086 Other 9,054 1,761 1,158,693 1,289,256 Deferred tax assets: Operating loss and tax credits carryforwards 88,697 86,893 Property, plant and equipment 6,010 5,846 Operating lease liabilities 27,593 36,106 Intangible assets 3,602 4,596 Accrued expenses and unbilled revenue 64,016 69,198 Stock compensation 21,862 25,557 Deferred compensation 2,917 3,445 Unearned revenue 66,565 64,924 Other 9,155 602 Total deferred tax assets 290,417 297,167 Valuation allowance for deferred tax assets (43,379) (45,495) Deferred tax assets recognized 247,038 251,672 Overall net deferred tax asset/(liability) $ (911,655) $ (1,037,584) At December 31, 2022 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 $16.6 million. At December 31, 2022 U.S. subsidiaries had U.S. federal and state net operating loss ("NOL") carryforwards of approximately $5.4 million and $401.9 million, respectively. These NOLs are available for offset against future taxable income and the expiry dates are shown in the table below. Of the $5.4 million U.S. federal NOLs, approximately $3.5 million is available for offset against future U.S. federal taxable income in 2023. 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. Of the U.S. federal NOLs, $5.3 million are limited by Section 382 for the years 2023 - 2036. As of December 31, 2022, U.S subsidiaries also had disallowed interest carryforwards of $93.0 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) 2023-2036 $ 5,268 $ 249,530 2033-2041 — 145,632 Indefinite 95 6,736 $ 5,363 $ 401,898 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, 2022 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 $37.9 million. At December 31, 2022 those subsidiaries also had additional operating loss carryforwards of $14.8 million which are due to expire between 2023 and 2029 and operating loss carryforwards of $18.2 million which are due to expire between 2030 and 2039. In addition, at December 31, 2022 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 $4.7 million. The valuation allowance at December 31, 2022 was approximately $43.4 million. The valuation allowance for deferred tax assets as of December 31, 2021 and December 31, 2020 was $45.5 million and $32.8 million respectively. The net change in the total valuation allowance was a decrease of $2.1 million during 2022 and an increase of $12.8 million during 2021. Of the total decrease of $2.1 million in 2022, $0.8 million was recognized within income tax expense and a decrease of $1.3 million was recognized in Other Comprehensive Income. Of the total increase of $12.8 million in 2021, $9.3 million was in respect of an acquired entity, $4.4 million was recognized within income tax expenses, and $0.9 million was recognized in Other Comprehensive Income. The valuation allowances at December 31, 2022 and December 31, 2021 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 mitigation 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 $1.6 million (2021: $0.8 million) for investments in foreign subsidiaries where the Company does not consider the earnings to be indefinitely reinvested. 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, 2022 December 31, 2021 December 31, 2020 (in thousands) Unrecognized tax benefits at start of year $ 202,065 $ 19,078 $ 20,156 Increase related to acquired tax positions 170,047 — Increase related to prior year tax positions 16,098 204 401 Decrease related to prior year tax positions (5,442) (1,695) (1,271) Increase related to current year tax positions 5,701 18,613 2,931 Settlements — (844) (369) Lapse of statute of limitations (838) (3,338) (2,770) Unrecognized tax benefits at end of year $ 217,584 $ 202,065 $ 19,078 The relevant statute of limitations for unrecognized tax benefits totaling $37.9 million could potentially expire during 2023. Included in the balance of total unrecognized tax benefits at December 31, 2022 were potential benefits of $217.6 million, which if recognized, would affect the effective rate on income tax from continuing operations. The balance of total unrecognized tax benefits at December 31, 2021 and December 31, 2020 included potential benefits which, if recognized, would affect the effective rate of income tax from continuing operations of $202.1 million and $19.1 million respectively. Interest and penalties recognized during the year ended December 31, 2022 amounted to a net charge of $7.1 million (2021: $1.9 million, 2020: ($0.6 million)) and are included within the income tax expense. Total accrued interest and penalties as of December 31, 2022 and December 31, 2021 were $22.6 million and $15.5 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, 2018, December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. In the United States, tax periods open to audit include the years ended December 31, 2016, December 31, 2017, December 31, 2018, December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. 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, 2022 | |
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, 2022, December 31, 2021 and December 31, 2020 were $30.2 million, $23.7 million and $17.0 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, 2022 December 31, 2021 Other receivables $ 6,492 $ — Non-current other liabilities (note 16) (13,033) (16,262) 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 $11.6 million and $8.0 million recorded to non-current liabilities as of December 31, 2022 and December 31, 2021, respectively. ICON Development Solutions Limited pension plan One of the Company's subsidiaries, ICON Development Solutions Limited, 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, 2022, December 31, 2021 and December 31, 2020, consist of units held in independently administered funds. The pension costs of this plan are presented in the following tables in accordance with the requirements of ASC 715-60 'Defined Benefit Plans – Other Postretirement' . The plan has been closed to new entrants with effect from July 1, 2003. Funded status December 31, 2022 December 31, 2021 (in thousands) Projected benefit obligation $ (19,558) $ (41,813) Fair value of plan assets 26,050 36,198 Funded status $ 6,492 $ (5,615) The funded status as at December 31, 2022 is included in other long-term receivables on the Consolidated Balance Sheet. The funded status as at December 31, 2021 is included in non-current other liabilities on the Consolidated Balance Sheet. Change in benefit obligation December 31, 2022 December 31, 2021 (in thousands) Benefit obligation at beginning of year $ 41,813 $ 43,988 Service cost 117 134 Interest cost 672 665 Plan participants' contributions 19 23 Benefits paid (514) (489) Actuarial gain (18,636) (2,097) Foreign currency exchange rate changes (3,913) (411) Benefit obligation at end of year $ 19,558 $ 41,813 Change in plan assets December 31, 2022 December 31, 2021 (in thousands) Fair value of plan assets at beginning of year $ 36,198 $ 34,612 Expected return on plan assets 1,258 1,171 Actual return on plan assets (7,305) 1,176 Employer contributions 70 91 Plan participants' contributions 19 23 Benefits paid (514) (489) Foreign currency exchange rate changes (3,676) (386) Fair value of plan assets at end of year $ 26,050 $ 36,198 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 cost: December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Service cost $ 117 $ 134 $ 100 Interest cost 672 665 746 Expected return on plan assets (1,258) (1,171) (1,214) Amortization of net loss 228 625 160 Net periodic benefit cost $ (241) $ 253 $ (208) The following assumptions were used at the commencement of the year in determining the net periodic pension benefit cost for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: December 31, 2022 December 31, 2021 December 31, 2020 Discount rate 1.8 % 1.5 % 2.1 % Rate of compensation increase 3.7 % 3.4 % 3.3 % Expected rate of return on plan assets 3.8 % 3.4 % 4.0 % Other comprehensive income December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Actuarial (gain)/loss - benefit obligation $ (18,636) $ (2,097) $ 5,294 Actuarial loss/(gain) – plan assets 7,305 (1,176) (878) Actuarial loss recognized in net periodic benefit cost (228) (625) (160) Total $ (11,559) $ (3,898) $ 4,256 The estimated net loss and prior service cost for the defined benefit pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next year are $0.3 million and $Nil respectively. Benefit Obligation The following assumptions were used in determining the benefit obligation at December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Discount rate 4.9 % 1.8 % Rate of compensation increase 3.6 % 3.7 % 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 2022 resulted from changes in the assumptions compared to those adopted at December 2021. Changes in the assumptions reflect the changes in market conditions from December 2021 to December 2022 and the actuarial gain is primarily due to the change in the discount rate. Plan Assets The Company's pension plan asset allocation is as follows: Asset Category December 31, 2022 December 31, 2021 Government Bonds 88 % — % Diversified Bonds 12 % — % Equities — % 24 % Corporate Bonds (including 50% high yield bonds) — % 37 % Secured Loans and Multi Asset Credit — % 39 % 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, 2022 and December 31, 2021, respectively. Plan Asset Fair Value Measurements December 31, 2022 December 31, 2021 (in thousands) Government Bonds $ 22,887 $ — Diversified Bonds $ 3,163 $ — Equities $ — $ 8,782 Corporate Bonds (including 50% high yield bonds) $ — $ 13,434 Secured Loans and Multi Asset Credit $ — $ 13,982 $ 26,050 $ 36,198 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, 2023. The following annual benefit payments, which reflect expected future service as appropriate, are expected to be paid. (in thousands) 2023 $ 302 2024 371 2025 402 2026 703 2027 643 Years 2028 - 2032 3,614 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. Benefits are paid directly by the Company when they become due, in conformity with the funding requirements of applicable government regulations. 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, 2022 and December 31, 2021 consist of units held in independently administered funds. The pension costs of this plan are presented in the following tables in accordance with the requirements of ASC 715-60 'Defined Benefit Plans – Other Postretirement' . Funded surplus/(deficit) December 31, 2022 December 31, 2021 (in thousands) Projected benefit obligation $ (5,806) $ (7,643) Fair value of plan assets 5,681 6,964 Funded deficit $ (125) $ (679) The funded deficit at December 31, 2022 and December 31, 2021 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, 2022 and December 31, 2021 were 2.3% and 0.4%, respectively. Change in benefit obligation December 31, 2022 December 31, 2021 (in thousands) Benefit obligation at beginning of year $ 7,643 $ 8,620 Service cost 146 150 Interest cost 30 12 Plan participants' contributions 82 95 Settlement (218) (483) Prior service cost (23) (82) Benefits paid and transferred balances (182) 76 Actuarial gain (1,527) (484) Foreign currency exchange rate changes (145) (261) Benefit obligation at end of year $ 5,806 $ 7,643 Change in plan assets December 31, December 31, 2022 2021 (in thousands) Fair value of plan assets at beginning of year $ 6,964 $ 7,601 Expected return on plan assets 29 15 Actual return on plan assets (987) (238) Scheme contributions 114 128 Plan participants' contributions 82 95 Benefits paid and transferred balances (182) 76 Settlement (218) (483) Foreign currency exchange rate changes (121) (230) Fair value of plan assets at end of year $ 5,681 $ 6,964 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. Benefits are paid directly by the Company when they become due, in conformity with the funding requirements of applicable government regulations. 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, 2022 consist of units held in independently administered funds. The pension costs of this plan are presented in the following tables in accordance with the requirements of ASC 715-60 'Defined Benefit Plans – Other Postretirement' . Funded surplus/(deficit) December 31, 2022 December 31, 2021 (in thousands) Projected benefit obligation $ (5,345) $ (4,990) Fair value of plan assets 4,059 3,017 Funded deficit $ (1,286) $ (1,973) The funded deficit at December 31, 2022 and December 31, 2021 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, 2022 and December 31, 2021 was 2.3% and 0.4%, respectively. Change in benefit obligation December 31, 2022 December 31, 2021 (in thousands) Benefit obligation at beginning of period $ 4,990 $ 4,890 Service cost 404 207 Interest cost 20 19 Plan participants’ contributions 2,396 135 Settlement (844) — Benefits paid (946) (113) Actuarial (gain)/loss (627) 1 Foreign currency exchange rate changes (48) (149) Benefit obligation at end of year $ 5,345 $ 4,990 Change in plan assets December 31, 2022 December 31, 2021 (in thousands) Fair value of plan assets at beginning of period $ 3,017 $ 2,849 Expected return on plan assets 29 15 Actual return on plan assets 87 — Scheme contributions 325 135 Plan participants’ contributions 2,396 135 Benefits paid (946) (113) Settlement (844) — Foreign currency exchange rate changes (5) (4) Fair value of plan assets at end of year $ 4,059 $ 3,017 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, 2022 | |
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 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. On September 23, 2013, the PRA Health Sciences, Inc. Board of Directors approved the formation of the 2013 Plan for Key Employees of Pinnacle Holdco Parent, Inc. and its subsidiaries. The 2013 Plan allowed for the issuance of stock options and other stock-based awards as permitted by applicable laws. The number of shares available for grant under the 2013 Plan was 12.5% of the outstanding shares at closing on a fully diluted basis. The 2013 Plan authorized the issuance of 2,052,909 shares of common stock. The following table summarizes the transactions for the Company's share option plans for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: Options Granted Weighted Average Exercise Price Outstanding at December 31, 2019 656,107 $ 87.80 Granted 107,737 $ 159.83 Exercised (193,417) $ 68.19 Canceled (16,681) $ 92.21 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/expired (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 Vested and exercisable at December 31, 2022 1,047,803 $ 102.29 *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, 2022, was 4.69 years and 4.25 years respectively (2021: 5.39 years and 4.55 years respectively). Outstanding and exercisable share options: The following table summarizes information concerning outstanding and exercisable share options as of December 31, 2022: Options Outstanding Options Exercisable Range Exercise Number of Weighted Weighted Average Exercise Price Number of Weighted Average Exercise Price 14.88 - 96.15 494,565 2.70 — 494,565 — 103.81 - 124.00 226,489 5.58 — 203,605 — 125.74 - 147.26 386,518 5.65 — 303,054 — 159.33 - 231.68 270,547 6.24 — 46,579 — 14.88 - 231.68 1,378,119 4.69 $ 119.86 1,047,803 $ 102.29 Options outstanding include both vested and unvested options as at December 31, 2022. Options exercisable represent options which have vested at December 31, 2022. 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, 2022, December 31, 2021 and December 31, 2020 was calculated using the Black-Scholes option pricing model. The weighted average fair values and assumptions were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Weighted average fair value $ 68.42 $ 49.15 $ 42.43 Assumptions: Expected volatility 31 % 30 % 30 % Dividend yield — % — % — % Risk-free interest rate 1.86 % 0.78 % 0.57 % 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 during 2020 and 2021 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, 2022: PSU Outstanding PSU RSU Outstanding RSU Outstanding at December 31, 2021 154,190 $ 160.23 572,785 $ 191.20 Granted 64,682 $ 229.79 302,307 $ 216.85 Shares vested (46,087) $ 140.48 (195,029) $ 174.35 Forfeited (20,365) $ 185.90 (97,451) $ 205.25 Outstanding at December 31, 2022 152,420 $ 192.29 582,612 $ 207.73 The fair value of RSUs vested for the year ended December 31, 2022 totaled $34.1 million (2021: $83.5 million). The share price range for the year was $137.47 - $265.96 (2021: $115.11 - $206.71). The fair value of PSUs vested for the year ended December 31, 2022 totaled $6.5 million (2021: $5.1 million). The share price range for the year was $137.47 - $166.51 (2021: $115.11 - $125.74). The PSUs vest based on service and specified EPS targets over the period 2021 – 2023 and 2022 – 2024. Depending on the actual amount of EPS from 2021 to 2024, up to an additional 76,210 PSUs may also be granted. Non-cash stock compensation expense Income from operations for the year ended December 31, 2022 is stated after charging $70.5 million in respect of non-cash stock compensation expense. Non-cash stock compensation expense has been allocated as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Direct costs $ 22,854 $ 18,551 $ 8,557 Selling, general and administrative 47,669 41,457 17,714 Transaction and integration related * — 73,836 — Total compensation costs $ 70,523 $ 133,844 $ 26,271 * 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, 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 in connection with stock options exercised during 2021 was $23.9 million. The income tax expense for the year ended December 31, 2020 reflects a net income tax benefit of $6.9 million in connection with stock compensation (including excess tax benefits) and the total tax benefit realized in connection with stock options exercised during 2020 was $2.5 million. |
Business Segment and Geographic
Business Segment and Geographical Information | 12 Months Ended |
Dec. 31, 2022 | |
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 reporting 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 ICON Group on the basis of a guaranteed cost plus mark-up for the services they perform in each of their local territories. The cost plus mark-up 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 arms-length return having regard to the assets owned, risks borne, and functions performed by each entity from these intercompany transactions. The cost plus mark-up policy 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 remains ongoing. The geographic split of revenue disclosed for each region outside Ireland is the cost plus 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 cost plus revenues attributable to the activities performed outside Ireland. There have been no changes to the basis of segmentation or the measurement basis for the segment results since the prior year. Reportable geographic information at December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 is as follows: a) The distribution of revenue by geographical area was as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Ireland $ 1,984,567 $ 1,365,909 $ 1,181,292 Rest of Europe 1,618,350 1,175,515 416,884 U.S. 3,574,610 2,581,007 925,563 Other 563,859 358,395 273,549 Total $ 7,741,386 $ 5,480,826 $ 2,797,288 b) The distribution of income from operations (including Restructuring) by geographical area was as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Ireland * $ 218,088 $ 131,961 $ 276,478 Rest of Europe 253,799 177,863 35,765 U.S. 254,849 39,132 58,018 Other 68,501 29,573 21,239 Total $ 795,237 $ 378,529 $ 391,500 * 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, 2022 December 31, 2021 (in thousands) Ireland $ 143,025 $ 118,253 Rest of Europe 99,721 121,174 U.S. 213,311 239,828 Other 48,095 55,312 Total $ 504,152 $ 534,567 |
Net Income Per Ordinary Share
Net Income Per Ordinary Share | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income Per Ordinary Share | Net Income Per Ordinary Share Basic net income per ordinary share attributable to the Group 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. Basic and diluted net income per ordinary share attributable to the Group for the year ended December 31, 2020 includes an adjustment to reflect the accretion of the noncontrolling interest in MeDiNova to its redemption value. The noncontrolling interest was acquired in the year ended December 31, 2020 and therefore no adjustment has been required in the years ended December 31, 2022 and December 31, 2021. The reconciliation of the number of shares used in the computation of basic and diluted net income per ordinary share is as follows: December 31, 2022 December 31, 2021 December 31, 2020 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 81,532,320 67,110,186 52,859,911 Effect of dilutive share options outstanding 936,043 958,125 423,674 Weighted average number of ordinary shares outstanding for diluted net income per ordinary share 82,468,363 68,068,311 53,283,585 The reconciliation between net income attributable to the Group per the Consolidated Statement of Operations and the net income used to calculate net income per ordinary share attributable to the Group is as follows: December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Net income attributable to the Group $ 505,304 153,185 $ 332,331 Noncontrolling interest adjustment to redemption amount — — (4,522) Net income attributable to the Group (including NCI redemption adjustment) 505,304 153,185 327,809 December 31, 2022 December 31, 2021 December 31, 2020 Net income per Ordinary Share attributable to the Group (including NCI redemption adjustment): Basic $ 6.20 $ 2.28 $ 6.20 Diluted $ 6.13 $ 2.25 $ 6.15 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income Year ended December 31, 2022 December 31, 2021 (in thousands) Currency translation adjustments $ (175,369) $ (85,840) Actuarial gain/(loss) on defined benefit pension plan (note 21) 7,559 (5,098) Loss on cash flow hedge (3,728) — Amortization of loss on cash flow hedge — 1 Total $ (171,538) $ (90,937) |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow Information | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow Information | Supplemental Disclosure of Cash Flow Information Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Cash paid for interest $ 210,918 $ 106,205 $ 13,062 Cash paid for income taxes (net of refunds) $ 116,322 $ 55,105 $ 27,604 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Subsidiaries of the Company earned revenue of $2,000 (December 31, 2021: $30,000) from DS Biopharma Limited (formerly Dignity Sciences Limited) during the year. Dr. John Climax is Executive Chairman and a Director and shareholder of DS Biopharma Limited. $12,000 was recorded as due from DS Biopharma Limited at December 31, 2022 (December 31, 2021: $12,000). Subsidiaries of the Company earned revenue of $235,000 (December 31, 2021: $551,000) from Afimmune Limited during the year. Dr. John Climax is Chief Executive Officer and a Director and shareholder of Afimmune Limited. $263,000 was recorded as due from Afimmune Limited at December 31, 2022 (December 31, 2021: $197,000). Subsidiaries of the Company earned revenue of $428,000 from Corvus Pharmaceuticals during the year. Dr. Linda Grais serves as a Director and shareholder of Corvus Pharmaceuticals. $231,000 was recorded as due from Corvus Pharmaceuticals at December 31, 2022. On July 24, 2020, a subsidiary of the Company, ICON Clinical Research Limited, entered into an agreement to jointly establish a new company, Oncacare, with a third party. The Company has invested $4.9 million to obtain a 49% interest in the voting share capital of Oncacare. The Company provided corporate support services to Oncacare to the value of $451,000 during the year ended December 31, 2022 (December 31, 2021: $465,000). $715,000 was recorded as due from Oncacare at December 31, 2022 (December 31, 2021: $264,000). During the year ended December 31, 2021, the Company provided a loan of $10 million to Oncacare in order to fund the continued start up of the business' operations. The loan accrues annual interest at 1.6% and the loan is repayable on June 30, 2025. The Company has recorded losses of $3.1 million and $2.2 million representing its pro rata share of the losses in Oncacare during the year ended December 31, 2022 and December 31, 2021, respectively. The carrying value of the Company's investment in Oncacare was reduced by $2.3 million of pro rata losses. The remaining $0.8 million in pro rata losses served to reduce the carrying value of the Company's loan receivable from Oncacare. At December 31, 2022 accrued interest of $183,000 remained outstanding. The majority investor in Oncacare has the right to sell the 51% majority voting share capital exclusively to the Company in an eighteen month period, commencing January 1, 2023 and ICON also has the right to acquire the 51% majority voting share capital from August 1, 2025. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events T he Company has evaluated subsequent events from the Balance Sheet date th rough February 24, 2023, the date at which the consolidated financial statements were available to be issued. The Company has determined that there are no items to disclose. |
Summary of Significant accoun_2
Summary of Significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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 and intangible assets acquired in a business combination. |
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 net present value of estimated future cash flows. Debt is measured at historical 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. |
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. Any changes to this estimate outside the measurement period will depend on the classification of the contingent consideration. If the contingent consideration is classified as equity it shall not be re-measured and the settlement shall be accounted for within equity. If the contingent consideration is classified as a liability any adjustments will be accounted for through the Consolidated Statement of Operations or Other Comprehensive Income depending on whether the liability is considered a financial instrument. 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 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. The Company allocates a share of net income to the noncontrolling interest holders based on percentage ownership. Transaction and integration-related expenses Transaction and integration-related expenses are the incremental costs directly attributable to the completion and integration activities associated with the Company’s recent acquisitions. The costs consist of investment banking fees, advisory costs, retention agreements with employees, accelerated share compensation charges, contingent consideration valuation adjustments 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. 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 as currency translation adjustments. Amounts charged or credited to the Consolidated Statements of Operations for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 were as follows: Year ended 2022 2021 2020 (in thousands) Amounts (credited)/charged $ (25,997) $ (14,316) $ 5,979 |
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, 2022 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2021 and December 31, 2022 qualify for the NAV practical expedient in ASC 820 ' Fair value measurements and disclosure s'. Any increases or decreases in fair value are recognized in net income in the period. These are therefore measured at Level 3 of the fair value hierarchy. 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 accompanying Consolidated Balance Sheet. The Company records its pro rata share of the earnings/losses of these investments in Share of equity method investments in the Consolidated Statement of Operations. The Company reviews these 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: Years Building 40 Computer equipment and software 2-8 Office furniture and fixtures 8 Laboratory equipment 5 Motor vehicles 5 |
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, 2022 and December 31, 2021, the Company did not account for any leases as finance leases. Operating leases are included in operating right-of-use 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 commencement date or date of transition. 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 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 their fair value when acquired and amortized on the straight line basis over their respective useful lives. The Company has no indefinite life intangibles other than goodwill. The Company evaluates its intangibles for impairment when indicators of impairment exist. Intangible assets are amortized on a straight-line basis over the expected useful life, as set forth in the table below: Estimated Useful Life Customer relationships 23 years Order backlog 3 years Trade names 3 years Patient database 7 years Technology assets 5 years The Company periodically assesses the 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. Fair value is determined through various valuation techniques including discounted cash flow models and third-party independent appraisals, as considered necessary. 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. 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 and foreign currencies. Derivatives are recorded on the 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 criterion for designating a derivative as a hedge includes 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. The company has entered into certain put and call arrangements to purchase equity in unconsolidated entities at a future date. These arrangements are accounted for at fair value at the balance sheet date. |
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 income 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 GILTI (“global intangible low-taxed income”) 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 the costs of these plans in accordance with ASC 715-30 'Defined Benefit Plans – Pension' . These plans are presented in accordance with the requirements of ASC 715-60 'Defined Benefit Plans – Other Postretirement' . 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 718 'Compensation – Stock Compensation'. Share-based compensation expense for equity-settled awards made to employees and directors is measured and recognized based on estimated grant date fair values. These equity-settled awards include employee share options, RSUs and PSUs. 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. Any changes to this estimate outside the measurement period will depend on the classification of the contingent consideration. If the contingent consideration is classified as equity it shall not be re-measured and the settlement shall be accounted for within equity. If the contingent consideration is classified as a liability any adjustments will be accounted for through the Consolidated Statement of Operations or Other Comprehensive Income depending on whether the liability is considered a financial instrument. 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 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. The Company allocates a share of net income to the noncontrolling interest holders based on percentage ownership. Transaction and integration-related expenses Transaction and integration-related expenses are the incremental costs directly attributable to the completion and integration activities associated with the Company’s recent acquisitions. The costs consist of investment banking fees, advisory costs, retention agreements with employees, accelerated share compensation charges, contingent consideration valuation adjustments 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. Impairment charges are taken when the value-in-use of the asset 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. |
Redeemable non-controlling interests and equity | Redeemable noncontrolling interests and equity The Company acquired a majority ownership interest in MeDiNova during the year ended December 31, 2019. Included in the purchase agreement were put and call option arrangements with the noncontrolling interest holders that required (put option) or enabled (call option) the Company to purchase the remaining minority ownership at a future date. The option was accounted for as temporary equity, which is presented separately as redeemable noncontrolling interest on the Consolidated Balance Sheet. This classification reflects the assessment that the instruments are contingently redeemable in accordance with ASC 480-10-S99 'Distinguishing Liabilities from Equity'. On March 9, 2020, ICON exercised its option to call the remaining shares and took 100% ownership of MeDiNova. |
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. Basic and diluted net income per ordinary share attributable to the Company includes the adjustment to reflect the accretion of the noncontrolling interest in MeDiNova to its redemption value. |
Reclassifications | Reclassifications Certain prior period amounts in the consolidated financial statements and accompanying notes have been reclassified to conform to the current period’s presentation. Most notably, the Company has presented transaction and integration-related expenses as a separate line in the Consolidated Statement of Operations and reclassified certain costs incurred in the year ended December 31, 2020 within this line. These costs consist of transaction and integration-related expenses and contingent consideration valuation adjustments related to ICON's prior period acquisitions. These costs were previously presented in the selling, general and administrative expenses but have been reclassified to transaction and integration-related expenses to conform to the current period’s presentation. |
Impact of Recently Issued or Adopted Accounting Standards | Impact of Recently Issued or Adopted Accounting Standards No new accounting pronouncement issued or effective has had, or is expected to have, a significant impact on the Company’s consolidated financial statements. |
Summary of Significant accoun_3
Summary of Significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, December 31, 2021 and December 31, 2020 were as follows: Year ended 2022 2021 2020 (in thousands) Amounts (credited)/charged $ (25,997) $ (14,316) $ 5,979 |
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: Years Building 40 Computer equipment and software 2-8 Office furniture and fixtures 8 Laboratory equipment 5 Motor vehicles 5 |
Schedule of Finite-Lived Intangible Assets | Intangible assets are amortized on a straight-line basis over the expected useful life, as set forth in the table below: Estimated Useful Life Customer relationships 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, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Cost (in thousands) Customer relationships $ 4,076,435 $ 4,056,642 Order backlog 536,934 528,022 Trade names & brands 204,621 204,685 Patient database 170,238 170,525 Technology assets 120,984 121,507 Total cost 5,109,212 5,081,381 Accumulated amortization (830,553) (370,538) Net book value $ 4,278,659 $ 4,710,843 |
Disaggregation of Revenue (Tabl
Disaggregation of Revenue (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Revenue disaggregated by customer profile is as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Top client $ 683,546 $ 441,173 $ 337,904 Clients 2-5 1,506,087 1,291,946 754,906 Clients 6-10 1,112,636 752,325 350,865 Clients 11-25 1,585,739 1,077,073 501,643 Other 2,853,378 1,918,309 851,970 Total $7,741,386 $5,480,826 $2,797,288 |
Contract Balances (Tables)
Contract Balances (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Contracts with Customers, Asset and Liabilities | Accounts receivable and unbilled revenue are as follows: December 31, 2022 December 31, 2021 (in thousands) Billed services (accounts receivable) $ 1,751,950 $ 1,349,851 Allowance for credit losses (note 5) (20,562) (7,081) Accounts receivable (net) 1,731,388 1,342,770 Unbilled services (unbilled revenue) $ 957,655 $ 623,121 Accounts receivable and unbilled revenue, net $ 2,689,043 $ 1,965,891 Unbilled services and unearned revenue or payments on account (contract assets and liabilities) were as follows: (in thousands, except percentages) December 31, 2022 December 31, 2021 $ Change % Change Unbilled services (unbilled revenue) $ 957,655 $ 623,121 $ 334,534 53.7 % Unearned revenue (payments on account) (1,507,449) (1,323,961) (183,488) 13.9 % Net balance $ (549,794) $ (700,840) $ 151,046 21.6 % |
Allowances for Credit Losses (T
Allowances for Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and December 31, 2021 comprises: December 31, 2022 December 31, 2021 (in thousands) Opening provision $ 7,081 $ 7,149 Amounts used during the year (3,913) (116) Amounts provided during the year 17,800 705 Amounts released during the year — (544) Foreign exchange (406) (113) Closing provision $ 20,562 $ 7,081 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2021 (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 (in thousands, except for estimated useful lives): Estimated Fair Value Estimated Useful Life 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 $2.2 million amortization which related to the year ended December 31, 2021 due to the timing of when the measurement period adjustment was identified. ** 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, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Liabilities Measured on Recurring Basis | 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 (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Available for sale securities (short-term) (a) 1,713 — — — 1,713 Available for sale investments (long-term) (b) — — — 32,663 32,663 Derivative instruments (c) — 12 — — 12 Total assets $ 1,713 $ 12 $ — $ 32,663 $ 34,388 Liabilities: Derivative instruments (c) — 3,670 — — 3,670 Total Liabilities $ — $ 3,670 $ — $ — 3,670 As of December 31, 2021, the fair value of the major classes of the Company's assets measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Available for sale securities (short-term) (a) 1,712 $ — $ — — 1,712 Available for sale investments (long-term) (b) — $ — $ — 20,579 20,579 Total assets $ 1,712 $ — $ — $ 20,579 $ 22,291 (a) Represents the fair value of investments in highly liquid investments with maturities of greater than three months and a minimum "A-" rated fixed term deposits and are based on quoted market prices. (b) To determine the classification of its 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, 2022 and December 31, 2021 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2022 and December 31, 2021 qualify for the Net Asset Value (NAV) practical expedient in ASC 820 'Fair value measurements and disclosures'. Any increases or decreases in fair value are recognized in net income in the period. (c) Represents the fair value of interest rate cap and interest rate swap agreements. The fair value of the agreements are the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. The Company held no derivative instruments at December 31, 2021. |
Fair Value, Assets Measured on Recurring Basis | 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 (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Available for sale securities (short-term) (a) 1,713 — — — 1,713 Available for sale investments (long-term) (b) — — — 32,663 32,663 Derivative instruments (c) — 12 — — 12 Total assets $ 1,713 $ 12 $ — $ 32,663 $ 34,388 Liabilities: Derivative instruments (c) — 3,670 — — 3,670 Total Liabilities $ — $ 3,670 $ — $ — 3,670 As of December 31, 2021, the fair value of the major classes of the Company's assets measured at fair value on a recurring basis were as follows (in thousands): Level 1 Level 2 Level 3 Investments Measured at Net Asset Value Total Assets: Available for sale securities (short-term) (a) 1,712 $ — $ — — 1,712 Available for sale investments (long-term) (b) — $ — $ — 20,579 20,579 Total assets $ 1,712 $ — $ — $ 20,579 $ 22,291 (a) Represents the fair value of investments in highly liquid investments with maturities of greater than three months and a minimum "A-" rated fixed term deposits and are based on quoted market prices. (b) To determine the classification of its 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, 2022 and December 31, 2021 meet the definition of equity securities without readily determinable fair values. The Company concluded that the interests held at December 31, 2022 and December 31, 2021 qualify for the Net Asset Value (NAV) practical expedient in ASC 820 'Fair value measurements and disclosures'. Any increases or decreases in fair value are recognized in net income in the period. (c) Represents the fair value of interest rate cap and interest rate swap agreements. The fair value of the agreements are the estimated amount that the Company would receive or pay to terminate such agreements, taking into account market interest rates and the remaining time to maturities or using market inputs with mid-market pricing as a practical expedient for bid-ask spread. The Company held no derivative instruments at December 31, 2021. |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Method Investments | The following table represents our equity method investments at December 31, 2022: Ownership Percentage Carrying Value Carrying Value December 31, 2022 December 31, 2022 December 31, 2021 (in thousands) Oncacare Limited 49 % $ — $ 2,373 |
Property, Plant and Equipment_2
Property, Plant and Equipment, net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) Cost Land $ 3,724 $ 3,724 Building 70,880 82,017 Computer equipment and software 500,135 506,322 Office furniture and fixtures 50,600 107,507 Laboratory equipment 59,946 29,210 Leasehold improvements 65,167 70,123 Motor vehicles 41 65 750,493 798,968 Less accumulated depreciation and asset write offs (400,173) (462,524) Property, plant and equipment (net) $ 350,320 $ 336,444 Property, Plant and Equipment depreciation expense is as follows: December 31, 2022 December 31, 2021 (in thousands) Depreciation expense $ 106,426 $ 75,484 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The change in the carrying amount of Goodwill for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) Opening goodwill $ 9,037,931 $ 936,257 Current year acquisitions (note 6) — 8,120,006 Prior period acquisition (note 6) (35,692) — Foreign exchange movement (30,569) (18,332) Closing goodwill $ 8,971,670 $ 9,037,931 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets are amortized on a straight-line basis over the expected useful life, as set forth in the table below: Estimated Useful Life Customer relationships 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, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 Cost (in thousands) Customer relationships $ 4,076,435 $ 4,056,642 Order backlog 536,934 528,022 Trade names & brands 204,621 204,685 Patient database 170,238 170,525 Technology assets 120,984 121,507 Total cost 5,109,212 5,081,381 Accumulated amortization (830,553) (370,538) Net book value $ 4,278,659 $ 4,710,843 |
Schedule of Future Intangible Asset Amortization Expense | Future intangible asset amortization expense for the years ended December 31, 2023 to December 31, 2027 is as follows: Year Ended (in thousands) 2023 $ 460,711 2024 339,940 2025 223,674 2026 209,681 2027 198,300 $ 1,432,306 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Liabilities | The carrying amount of Other Liabilities for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) General trade and overhead liabilities* $ 530,204 $ 459,814 Personnel related liabilities 395,862 413,185 Operating lease liabilities 43,657 49,949 Facility related liabilities 16,896 12,055 Other liabilities 12,852 7,204 Restructuring liabilities 5,512 7,377 Short term government grants 42 45 $ 1,005,025 $ 949,629 *includes amounts due to third parties in respect of accrued reimbursable investigator expenses of $406.3 million at December 31, 2022 and $323.6 million at December 31, 2021. |
Non-current Bank Credit Lines_2
Non-current Bank Credit Lines and Loan Facilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company had the following debt outstanding as of December 31, 2022 and 2021: Principal amount Interest rate as of Interest rate as of December 31, December 31, (in thousands) December 31, 2022 December 31, 2021 2022 2021 Maturity Date Credit Facilities: Senior Secured Term Loan 7.092 % 2.750 % $ 4,201,213 $ 5,001,213 July 2028 Senior Secured Notes 2.875 % 2.875 % 500,000 500,000 July 2026 Total debt 4,701,213 5,501,213 Less current portion of long-term debt and debt issuance costs (55,150) (55,150) Total long-term debt 4,646,063 5,446,063 Less long-term portion of debt issuance costs and debt discount (47,026) (64,901) Total long-term debt, net $ 4,599,037 $ 5,381,162 |
Schedule of Financing Cost | Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Interest expense on drawn facilities $ 209,189 $ 93,809 $ 13,406 Amortization of financing costs 17,749 12,890 523 Transaction and one time financing costs — 75,391 — Other financing costs/(credits) 2,793 333 (910) Total financing costs $ 229,731 $ 182,423 $ 13,019 |
Schedule of Maturities of Long-term Debt | As of December 31, 2022, the contractual maturities of the Company's debt obligations were as follows: Current maturities of long-term debt: (in thousands) 2023 55,150 2024 55,150 2025 55,150 2026 55,150 2027 and thereafter 4,480,613 Total $ 4,701,213 |
Derivatives (Tables)
Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | The fair value of the Company’s derivative financial instruments, on a gross basis, and the line items on the accompanying consolidate balance sheets to which they were recorded are summarized in the following table: December 31, 2022 Asset Liability Notional (in thousands) Derivatives designated as hedging instruments: Interest Rate Caps Other Assets and Liabilities $12 $3,363 2,100,606 Interest Rate Swap Other Assets and Liabilities $— $307 1,100,606 Total derivatives designated as hedging instruments $12 $3,670 3,201,213 |
Operating Leases (Tables)
Operating Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Lease Cost | Lease costs recorded under operating leases as of December 31, 2022 and 2021 were as follows: Year ended December 31, 2022 December 31, 2021 (in thousands) Operating lease costs $ 53,880 $ 51,200 Income from sub-leases (1,165) (1,338) Net operating lease costs $ 52,715 $ 49,862 |
Schedule of Operating Lease Maturity | Future minimum lease payments under non-cancelable leases as of December 31, 2022 were as follows: Minimum rental payments (in thousands) 2023 $ 47,479 2024 34,400 2025 25,045 2026 20,430 2027 17,249 Thereafter 45,065 Total future minimum lease payments 189,668 Lease imputed interest (14,367) Total $ 175,301 |
Non-current other liabilities (
Non-current other liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Payables and Accruals [Abstract] | |
Non-current other liabilities | The carrying amount of Non-current other liabilities for the years ended December 31, 2022 and 2021 is as follows: December 31, 2022 December 31, 2021 (in thousands) Defined benefit pension obligations, net (note 21) $ 13,033 $ 16,262 Other non-current liabilities 25,227 26,334 $ 38,260 $ 42,596 |
Restructuring charges (Tables)
Restructuring charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Charges | Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Restructuring charges $ 31,143 $ 31,105 $ 18,089 Net charge $ 31,143 $ 31,105 $ 18,089 |
Schedule of Restructuring Reserve by Type of Cost | Year Ended December 31, 2022 December 31, 2021 (in thousands) Opening provision $ 10,311 $ 4,675 Additional provision in the year 4,364 11,273 Utilization (8,653) (5,637) Ending provision $ 6,022 $ 10,311 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 December 31, 2021 December 31, 2020 (in thousands) Ireland $ 432,963 $ 231,893 $ 280,310 United States (270,440) (278,413) 41,950 Other 405,328 243,200 58,945 $ 567,851 $ 196,680 $ 381,205 |
Summary of Components of Provision for Income Taxes | The components of income tax expense are as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Income tax expense: Current tax expense: Ireland $ 53,248 $ 18,469 $ 28,963 United States 60,753 35,478 3,022 Other 70,395 48,003 14,963 Total current tax expense 184,396 101,950 46,948 Deferred tax (benefit)/expense: Ireland (6,166) 553 1,654 United States (118,475) (52,717) 4,577 Other (344) (8,452) (5,304) (124,985) (60,616) 927 Income tax expense allocated to continuing operations 59,411 41,334 47,875 Income tax expense was allocated to the following components of other comprehensive income: Currency impact on long term funding 7,211 1,776 68 Total $ 66,622 $ 43,110 $ 47,943 |
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, 2022 December 31, 2021 December 31, 2020 (in thousands) Taxes at Irish statutory rate of 12.5% (2021:12.5%; 2020:12.5%) $ 70,980 $ 24,586 $ 47,651 Rate differential from amortization of intangible assets (59,330) (31,228) (2,298) Foreign and other income taxed at higher rates 52,464 51,273 10,241 Research & development tax incentives (2,608) (3,120) (1,243) Movement in valuation allowance (777) 3,101 3,581 Effects of change in tax rates (300) (128) 108 Change in unrecognized tax benefits 8,392 5,246 (1,672) Impact of stock compensation (8,756) (9,083) (5,150) Other (654) 687 (3,343) $ 59,411 $ 41,334 $ 47,875 |
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 that give rise to significant portions of deferred tax assets and deferred tax liabilities are presented below: December 31, 2022 December 31, 2021 (in thousands) Deferred tax liabilities: Property, plant and equipment $ 10,927 $ 19,606 Operating right-of-use-assets 23,260 33,449 Goodwill 37,150 33,354 Intangible assets 1,078,302 1,201,086 Other 9,054 1,761 1,158,693 1,289,256 Deferred tax assets: Operating loss and tax credits carryforwards 88,697 86,893 Property, plant and equipment 6,010 5,846 Operating lease liabilities 27,593 36,106 Intangible assets 3,602 4,596 Accrued expenses and unbilled revenue 64,016 69,198 Stock compensation 21,862 25,557 Deferred compensation 2,917 3,445 Unearned revenue 66,565 64,924 Other 9,155 602 Total deferred tax assets 290,417 297,167 Valuation allowance for deferred tax assets (43,379) (45,495) Deferred tax assets recognized 247,038 251,672 Overall net deferred tax asset/(liability) $ (911,655) $ (1,037,584) |
Schedule of Expected Expiry Dates of NOL's | The expected expiry dates of the US NOLs are as follows: Federal State (in thousands) 2023-2036 $ 5,268 $ 249,530 2033-2041 — 145,632 Indefinite 95 6,736 $ 5,363 $ 401,898 |
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, 2022 December 31, 2021 December 31, 2020 (in thousands) Unrecognized tax benefits at start of year $ 202,065 $ 19,078 $ 20,156 Increase related to acquired tax positions 170,047 — Increase related to prior year tax positions 16,098 204 401 Decrease related to prior year tax positions (5,442) (1,695) (1,271) Increase related to current year tax positions 5,701 18,613 2,931 Settlements — (844) (369) Lapse of statute of limitations (838) (3,338) (2,770) Unrecognized tax benefits at end of year $ 217,584 $ 202,065 $ 19,078 |
Employee Benefits (Tables)
Employee Benefits (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Amounts Recognized in Balance Sheet | The balances recorded to the balance sheet are as follows: December 31, 2022 December 31, 2021 Other receivables $ 6,492 $ — Non-current other liabilities (note 16) (13,033) (16,262) |
Changes in Projected Benefit Obligations, Fair Value of Plan Assets, and Funded Status of Plan | Funded status December 31, 2022 December 31, 2021 (in thousands) Projected benefit obligation $ (19,558) $ (41,813) Fair value of plan assets 26,050 36,198 Funded status $ 6,492 $ (5,615) The funded status as at December 31, 2022 is included in other long-term receivables on the Consolidated Balance Sheet. The funded status as at December 31, 2021 is included in non-current other liabilities on the Consolidated Balance Sheet. Change in benefit obligation December 31, 2022 December 31, 2021 (in thousands) Benefit obligation at beginning of year $ 41,813 $ 43,988 Service cost 117 134 Interest cost 672 665 Plan participants' contributions 19 23 Benefits paid (514) (489) Actuarial gain (18,636) (2,097) Foreign currency exchange rate changes (3,913) (411) Benefit obligation at end of year $ 19,558 $ 41,813 Change in plan assets December 31, 2022 December 31, 2021 (in thousands) Fair value of plan assets at beginning of year $ 36,198 $ 34,612 Expected return on plan assets 1,258 1,171 Actual return on plan assets (7,305) 1,176 Employer contributions 70 91 Plan participants' contributions 19 23 Benefits paid (514) (489) Foreign currency exchange rate changes (3,676) (386) Fair value of plan assets at end of year $ 26,050 $ 36,198 Funded surplus/(deficit) December 31, 2022 December 31, 2021 (in thousands) Projected benefit obligation $ (5,806) $ (7,643) Fair value of plan assets 5,681 6,964 Funded deficit $ (125) $ (679) The funded deficit at December 31, 2022 and December 31, 2021 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, 2022 and December 31, 2021 were 2.3% and 0.4%, respectively. Change in benefit obligation December 31, 2022 December 31, 2021 (in thousands) Benefit obligation at beginning of year $ 7,643 $ 8,620 Service cost 146 150 Interest cost 30 12 Plan participants' contributions 82 95 Settlement (218) (483) Prior service cost (23) (82) Benefits paid and transferred balances (182) 76 Actuarial gain (1,527) (484) Foreign currency exchange rate changes (145) (261) Benefit obligation at end of year $ 5,806 $ 7,643 Change in plan assets December 31, December 31, 2022 2021 (in thousands) Fair value of plan assets at beginning of year $ 6,964 $ 7,601 Expected return on plan assets 29 15 Actual return on plan assets (987) (238) Scheme contributions 114 128 Plan participants' contributions 82 95 Benefits paid and transferred balances (182) 76 Settlement (218) (483) Foreign currency exchange rate changes (121) (230) Fair value of plan assets at end of year $ 5,681 $ 6,964 'Defined Benefit Plans – Other Postretirement' . Funded surplus/(deficit) December 31, 2022 December 31, 2021 (in thousands) Projected benefit obligation $ (5,345) $ (4,990) Fair value of plan assets 4,059 3,017 Funded deficit $ (1,286) $ (1,973) The funded deficit at December 31, 2022 and December 31, 2021 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, 2022 and December 31, 2021 was 2.3% and 0.4%, respectively. Change in benefit obligation December 31, 2022 December 31, 2021 (in thousands) Benefit obligation at beginning of period $ 4,990 $ 4,890 Service cost 404 207 Interest cost 20 19 Plan participants’ contributions 2,396 135 Settlement (844) — Benefits paid (946) (113) Actuarial (gain)/loss (627) 1 Foreign currency exchange rate changes (48) (149) Benefit obligation at end of year $ 5,345 $ 4,990 Change in plan assets December 31, 2022 December 31, 2021 (in thousands) Fair value of plan assets at beginning of period $ 3,017 $ 2,849 Expected return on plan assets 29 15 Actual return on plan assets 87 — Scheme contributions 325 135 Plan participants’ contributions 2,396 135 Benefits paid (946) (113) Settlement (844) — Foreign currency exchange rate changes (5) (4) Fair value of plan assets at end of year $ 4,059 $ 3,017 |
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 cost: December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Service cost $ 117 $ 134 $ 100 Interest cost 672 665 746 Expected return on plan assets (1,258) (1,171) (1,214) Amortization of net loss 228 625 160 Net periodic benefit cost $ (241) $ 253 $ (208) |
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 cost for the years ended December 31, 2022, December 31, 2021 and December 31, 2020: December 31, 2022 December 31, 2021 December 31, 2020 Discount rate 1.8 % 1.5 % 2.1 % Rate of compensation increase 3.7 % 3.4 % 3.3 % Expected rate of return on plan assets 3.8 % 3.4 % 4.0 % The following assumptions were used in determining the benefit obligation at December 31, 2022 and December 31, 2021: December 31, 2022 December 31, 2021 Discount rate 4.9 % 1.8 % Rate of compensation increase 3.6 % 3.7 % |
Schedule of Amounts Recognized in Other Comprehensive Income (Loss) | Other comprehensive income December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Actuarial (gain)/loss - benefit obligation $ (18,636) $ (2,097) $ 5,294 Actuarial loss/(gain) – plan assets 7,305 (1,176) (878) Actuarial loss recognized in net periodic benefit cost (228) (625) (160) Total $ (11,559) $ (3,898) $ 4,256 |
Schedule of Underlying Asset Split of Fund | The Company's pension plan asset allocation is as follows: Asset Category December 31, 2022 December 31, 2021 Government Bonds 88 % — % Diversified Bonds 12 % — % Equities — % 24 % Corporate Bonds (including 50% high yield bonds) — % 37 % Secured Loans and Multi Asset Credit — % 39 % 100 % 100 % |
Schedule of Plan Asset Fair Value Measurements | December 31, 2022 December 31, 2021 (in thousands) Government Bonds $ 22,887 $ — Diversified Bonds $ 3,163 $ — Equities $ — $ 8,782 Corporate Bonds (including 50% high yield bonds) $ — $ 13,434 Secured Loans and Multi Asset Credit $ — $ 13,982 $ 26,050 $ 36,198 |
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) 2023 $ 302 2024 371 2025 402 2026 703 2027 643 Years 2028 - 2032 3,614 |
Equity Incentive Schemes and _2
Equity Incentive Schemes and Stock Compensation Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022, December 31, 2021 and December 31, 2020: Options Granted Weighted Average Exercise Price Outstanding at December 31, 2019 656,107 $ 87.80 Granted 107,737 $ 159.83 Exercised (193,417) $ 68.19 Canceled (16,681) $ 92.21 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/expired (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 Vested and exercisable at December 31, 2022 1,047,803 $ 102.29 *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, 2022: Options Outstanding Options Exercisable Range Exercise Number of Weighted Weighted Average Exercise Price Number of Weighted Average Exercise Price 14.88 - 96.15 494,565 2.70 — 494,565 — 103.81 - 124.00 226,489 5.58 — 203,605 — 125.74 - 147.26 386,518 5.65 — 303,054 — 159.33 - 231.68 270,547 6.24 — 46,579 — 14.88 - 231.68 1,378,119 4.69 $ 119.86 1,047,803 $ 102.29 |
Summary of Weighted Average Fair Values and Assumptions Used | The weighted average fair values and assumptions were as follows: Year Ended December 31, 2022 December 31, 2021 December 31, 2020 Weighted average fair value $ 68.42 $ 49.15 $ 42.43 Assumptions: Expected volatility 31 % 30 % 30 % Dividend yield — % — % — % Risk-free interest rate 1.86 % 0.78 % 0.57 % 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, 2022: PSU Outstanding PSU RSU Outstanding RSU Outstanding at December 31, 2021 154,190 $ 160.23 572,785 $ 191.20 Granted 64,682 $ 229.79 302,307 $ 216.85 Shares vested (46,087) $ 140.48 (195,029) $ 174.35 Forfeited (20,365) $ 185.90 (97,451) $ 205.25 Outstanding at December 31, 2022 152,420 $ 192.29 582,612 $ 207.73 |
Schedule of Non-cash Stock Compensation Expense | Non-cash stock compensation expense has been allocated as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Direct costs $ 22,854 $ 18,551 $ 8,557 Selling, general and administrative 47,669 41,457 17,714 Transaction and integration related * — 73,836 — Total compensation costs $ 70,523 $ 133,844 $ 26,271 * 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, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Distribution of Net Revenue by Geographical Area | Reportable geographic information at December 31, 2022 and December 31, 2021 and for the years ended December 31, 2022, December 31, 2021 and December 31, 2020 is as follows: a) The distribution of revenue by geographical area was as follows: Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Ireland $ 1,984,567 $ 1,365,909 $ 1,181,292 Rest of Europe 1,618,350 1,175,515 416,884 U.S. 3,574,610 2,581,007 925,563 Other 563,859 358,395 273,549 Total $ 7,741,386 $ 5,480,826 $ 2,797,288 |
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, 2022 December 31, 2021 December 31, 2020 (in thousands) Ireland * $ 218,088 $ 131,961 $ 276,478 Rest of Europe 253,799 177,863 35,765 U.S. 254,849 39,132 58,018 Other 68,501 29,573 21,239 Total $ 795,237 $ 378,529 $ 391,500 |
Schedule of Distribution of Long-lived Assets, Net, 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, 2022 December 31, 2021 (in thousands) Ireland $ 143,025 $ 118,253 Rest of Europe 99,721 121,174 U.S. 213,311 239,828 Other 48,095 55,312 Total $ 504,152 $ 534,567 |
Net Income Per Ordinary Share (
Net Income Per Ordinary Share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
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: December 31, 2022 December 31, 2021 December 31, 2020 Weighted average number of ordinary shares outstanding for basic net income per ordinary share 81,532,320 67,110,186 52,859,911 Effect of dilutive share options outstanding 936,043 958,125 423,674 Weighted average number of ordinary shares outstanding for diluted net income per ordinary share 82,468,363 68,068,311 53,283,585 |
Reconciliation of net income attributable to the group per the statement of operating income and net income used for net income per ordinary share | The reconciliation between net income attributable to the Group per the Consolidated Statement of Operations and the net income used to calculate net income per ordinary share attributable to the Group is as follows: December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Net income attributable to the Group $ 505,304 153,185 $ 332,331 Noncontrolling interest adjustment to redemption amount — — (4,522) Net income attributable to the Group (including NCI redemption adjustment) 505,304 153,185 327,809 December 31, 2022 December 31, 2021 December 31, 2020 Net income per Ordinary Share attributable to the Group (including NCI redemption adjustment): Basic $ 6.20 $ 2.28 $ 6.20 Diluted $ 6.13 $ 2.25 $ 6.15 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income | Year ended December 31, 2022 December 31, 2021 (in thousands) Currency translation adjustments $ (175,369) $ (85,840) Actuarial gain/(loss) on defined benefit pension plan (note 21) 7,559 (5,098) Loss on cash flow hedge (3,728) — Amortization of loss on cash flow hedge — 1 Total $ (171,538) $ (90,937) |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Supplemental Disclosure of Cash Flow Information | Year ended December 31, 2022 December 31, 2021 December 31, 2020 (in thousands) Cash paid for interest $ 210,918 $ 106,205 $ 13,062 Cash paid for income taxes (net of refunds) $ 116,322 $ 55,105 $ 27,604 |
Description of business (Detail
Description of business (Details) | 12 Months Ended | |
Dec. 31, 2022 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 | 111 | |
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) | 46.20% | |
Geographic Concentration Risk | Europe | Net Revenue | ||
Product Information [Line Items] | ||
Percentage of company revenue (in percent) | 46.50% | |
Geographic Concentration Risk | Rest of World | Net Revenue | ||
Product Information [Line Items] | ||
Percentage of company revenue (in percent) | 7.30% |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Foreign Currency [Abstract] | |||
Amounts (credited)/charged | $ (25,997) | $ (14,316) | $ 5,979 |
Summary of Significant accoun_5
Summary of Significant accounting policies - Estimated Useful Lives of Property Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Building | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 40 years |
Computer equipment and software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 2 years |
Computer equipment and software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives | 8 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 |
Summary of Significant accoun_6
Summary of Significant accounting policies - Estimated Useful Lives of Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Customer relationships | |
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 |
Summary of Significant accoun_7
Summary of Significant accounting policies - Narrative (Details) | Mar. 09, 2020 |
MeDiNova | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Business combination acquisition percentage (in percent) | 100% |
Disaggregation of Revenue (Deta
Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 7,741,386 | $ 5,480,826 | $ 2,797,288 |
Top client | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 683,546 | 441,173 | 337,904 |
Clients 2-5 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,506,087 | 1,291,946 | 754,906 |
Clients 6-10 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,112,636 | 752,325 | 350,865 |
Clients 11-25 | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 1,585,739 | 1,077,073 | 501,643 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 2,853,378 | $ 1,918,309 | $ 851,970 |
Contract Balances (Details)
Contract Balances (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Billed services (accounts receivable) | $ 1,751,950 | $ 1,349,851 | |
Allowance for credit losses (note 5) | (20,562) | (7,081) | $ (7,149) |
Accounts receivable (net) | 1,731,388 | 1,342,770 | |
Unbilled services (unbilled revenue) | 957,655 | 623,121 | |
Accounts receivable and unbilled revenue, net | 2,689,043 | 1,965,891 | |
Unearned revenue (payments on account) | (1,507,449) | (1,323,961) | |
Net balance | (549,794) | $ (700,840) | |
Change in unbilled receivables | 334,534 | ||
Change in unearned revenue (payments on account) | (183,488) | ||
Change in advance payments netted against unbilled contracts receivable | $ 151,046 | ||
Change in unbilled receivables (in percent) | 53.70% | ||
Change in unearned revenue (payments on account) (in percent) | 13.90% | ||
Change in advance payments netted against unbilled contracts receivable (in percent) | 21.60% |
Contract Balances - Narrative (
Contract Balances - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Amounts due to third parties for reimbursable expenses | $ 406,300 | $ 323,600 |
Change in unbilled receivables | 334,534 | |
Change in unearned revenue (payments on account) | 183,488 | |
Increase in advance payments netted against unbilled contracts receivable | 151,046 | |
Bad debt expense | 17,800 | 900 |
Revenue, remaining performance obligation, amount | $ 13,700,000 | $ 13,300,000 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Revenue, remaining performance obligation (in percent) | 48% | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months | |
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 |
Allowances for Credit Losses (D
Allowances for Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Opening provision | $ 7,081 | $ 7,149 |
Amounts used during the year | (3,913) | (116) |
Amounts provided during the year | 17,800 | 705 |
Amounts released during the year | 0 | (544) |
Foreign exchange | (406) | (113) |
Closing provision | $ 20,562 | $ 7,081 |
Business Combinations - Narrati
Business Combinations - Narrative, PRA Acquisition (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Jul. 01, 2021 Employee $ / shares shares | Dec. 31, 2022 USD ($) Employee | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisition [Line Items] | ||||
Number of employees | Employee | 38,000 | 41,100 | ||
Transaction and one time financing costs | $ 0 | $ 75,391 | $ 0 | |
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 | |||
Transaction and integration related (Note 6) | 39,700 | 198,300 | ||
Acquisition related costs | 800 | 57,100 | ||
Transaction and one time financing costs | $ 86,700 | |||
Gross debt issuance costs | $ 76,200 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Fair value of cash consideration | $ 0 | $ 5,914,475 | $ 47,931 | |
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 ($) | 18 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 8,971,670,000 | $ 9,037,931,000 | $ 936,257,000 | |
PRA Health Sciences, Inc | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 259,971,000 | |||
Accounts receivable and unbilled revenue | 934,308,000 | |||
Other current assets | 125,156,000 | |||
Fixed assets | 156,851,000 | |||
Operating lease right-of-use assets | 180,601,000 | |||
Goodwill | 8,084,314,000 | |||
Intangible assets | 4,919,000,000 | |||
Deferred tax assets | 25,190,000 | |||
Other assets | 33,928,000 | |||
Accounts payable | (50,259,000) | |||
Accrued expenses and other current liabilities | (380,048,000) | |||
Current portion of operating lease liabilities | (36,506,000) | |||
Unearned revenue | (739,278,000) | |||
Non-current portion of operating lease liabilities | (147,204,000) | |||
Deferred tax liabilities | (1,119,762,000) | |||
Other non-current liabilities | (204,291,000) | |||
Net assets acquired | 12,041,971,000 | |||
Goodwill, expected tax deductible amount | $ 0 | |||
Cash and cash equivalents | $ 0 |
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 - Narrative (Details
Fair value - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | $ 34,388 | $ 22,291 |
Long-term debt at fair value | 4,650,300 | 5,507,200 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 0 | $ 0 |
Fair value, nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Identifiable intangible assets, net | 4,278,700 | |
Fair value, nonrecurring | Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets | 13,250,400 | |
Goodwill | $ 8,971,700 |
Fair Value - Measurement of Fai
Fair Value - Measurement of Fair Value of Major Asset and Liability classed (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale investments (Note 8a) | $ 1,713 | $ 1,712 |
Available for sale investments (long-term) (b) | 32,663 | 20,579 |
Total assets | 34,388 | 22,291 |
Total Liabilities | 3,670 | |
Interest rate cap and interest rate swap | Total derivatives designated as hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments (c) | 12 | |
Derivative instruments (c) | 3,670 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale investments (Note 8a) | 1,713 | 1,712 |
Available for sale investments (long-term) (b) | 0 | 0 |
Total assets | 1,713 | 1,712 |
Total Liabilities | 0 | |
Level 1 | Interest rate cap and interest rate swap | Total derivatives designated as hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments (c) | 0 | |
Derivative instruments (c) | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale investments (Note 8a) | 0 | 0 |
Available for sale investments (long-term) (b) | 0 | 0 |
Total assets | 12 | 0 |
Total Liabilities | 3,670 | |
Level 2 | Interest rate cap and interest rate swap | Total derivatives designated as hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments (c) | 12 | |
Derivative instruments (c) | 3,670 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale investments (Note 8a) | 0 | 0 |
Available for sale investments (long-term) (b) | 0 | 0 |
Total assets | 0 | 0 |
Total Liabilities | 0 | |
Level 3 | Interest rate cap and interest rate swap | Total derivatives designated as hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments (c) | 0 | |
Derivative instruments (c) | 0 | |
Fair Value Measured at Net Asset Value Per Share | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale investments (Note 8a) | 0 | 0 |
Available for sale investments (long-term) (b) | 32,663 | 20,579 |
Total assets | 32,663 | $ 20,579 |
Total Liabilities | 0 | |
Fair Value Measured at Net Asset Value Per Share | Interest rate cap and interest rate swap | Total derivatives designated as hedging instruments | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative instruments (c) | 0 | |
Derivative instruments (c) | $ 0 |
Investments - Narrative (Detail
Investments - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jul. 24, 2020 | |
Related Party Transaction [Line Items] | ||||
Available for sale investments | $ 1,713 | $ 1,712 | ||
Short term investments average maturity period | 2 years 9 months 18 days | 2 years 8 months 12 days | ||
Debt securities, available for sale, cumulative amount advanced under subscription agreements | $ 20,600 | $ 16,900 | ||
Increase (decrease) in equity securities, FV-NI | 6,300 | 3,200 | ||
Carrying value of long-term investments in equity | 32,600 | 22,600 | ||
Commitment to acquire future long-term investments | 23,300 | |||
Equity method investments | $ 0 | 2,373 | $ 4,900 | |
Majority investor, ownership percentage | 51% | |||
Period majority voting share capital can be sold to the company | 18 months | |||
Loss on equity method investments | $ 3,136 | 2,161 | $ 366 | |
Oncacare | ||||
Related Party Transaction [Line Items] | ||||
Ownership Percentage | 49% | |||
Loss on equity method investments | $ 3,100 | 2,200 | ||
Increase (decrease) in equity method investments | (2,300) | |||
Oncacare | ||||
Related Party Transaction [Line Items] | ||||
Loan granted tp related party | $ 10,000 | |||
Related party, loan interest rate | 1.60% | |||
Equity method investment, decrease in loan receivable | 800 | |||
Loans and Leases Receivable, Related Parties | $ 9,200 |
Investments - Equity Method Inv
Investments - Equity Method Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 24, 2020 |
Debt Securities, Available-for-sale [Line Items] | |||
Equity method investments | $ 0 | $ 2,373 | $ 4,900 |
Oncacare | |||
Debt Securities, Available-for-sale [Line Items] | |||
Ownership Percentage | 49% |
Property, Plant and Equipment_3
Property, Plant and Equipment, net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Land | $ 3,724 | $ 3,724 |
Building | 70,880 | 82,017 |
Computer equipment and software | 500,135 | 506,322 |
Office furniture and fixtures | 50,600 | 107,507 |
Laboratory equipment | 59,946 | 29,210 |
Leasehold improvements | 65,167 | 70,123 |
Motor vehicles | 41 | 65 |
Property, plant and equipment, gross | 750,493 | 798,968 |
Less accumulated depreciation and asset write offs | (400,173) | (462,524) |
Property, plant and equipment (net) | 350,320 | 336,444 |
Depreciation expense | $ 106,426 | $ 75,484 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | ||
Opening goodwill | $ 9,037,931 | $ 936,257 |
Current year acquisitions (note 6) | 0 | 8,120,006 |
Prior period acquisition (note 6) | (35,692) | 0 |
Foreign exchange movement | (30,569) | (18,332) |
Closing goodwill | $ 8,971,670 | $ 9,037,931 |
Goodwill - Narrative (Details)
Goodwill - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charge | $ 0 | $ 0 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 5,109,212 | $ 5,081,381 |
Accumulated amortization | (830,553) | (370,538) |
Net book value | 4,278,659 | 4,710,843 |
Customer relationships | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 4,076,435 | 4,056,642 |
Order backlog | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 536,934 | 528,022 |
Trade names & brands | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 204,621 | 204,685 |
Patient database | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | 170,238 | 170,525 |
Technology assets | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Total cost | $ 120,984 | $ 121,507 |
Intangible Assets - Narrative (
Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | 18 Months Ended | |
Jul. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2022 | |
Customer relationships | |||
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 | ||
PRA Health Sciences, Inc | |||
Indefinite-lived Intangible Assets [Line Items] | |||
Value of intangible assets acquired | $ 4,919,000 | ||
Amortization of intangible assets | $ 453,600 | $ 677,100 | |
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, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 460,711 |
2024 | 339,940 |
2025 | 223,674 |
2026 | 209,681 |
2027 | 198,300 |
Finite lived intangible assets, amortization expense, net, total | $ 1,432,306 |
Other Liabilities (Details)
Other Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Other Liabilities Disclosure [Abstract] | ||
General trade and overhead liabilities | $ 530,204 | $ 459,814 |
Personnel related liabilities | 395,862 | 413,185 |
Operating lease liabilities | 43,657 | 49,949 |
Facility related liabilities | 16,896 | 12,055 |
Other liabilities | 12,852 | 7,204 |
Restructuring liabilities | 5,512 | 7,377 |
Short term government grants | 42 | 45 |
Other liabilities | 1,005,025 | 949,629 |
Amounts due to third parties for reimbursable expenses | $ 406,300 | $ 323,600 |
Non-current Bank Credit Lines_3
Non-current Bank Credit Lines and Loan Facilities - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 01, 2021 |
Debt Instrument [Line Items] | |||
Total debt | $ 4,701,213 | $ 5,501,213 | |
Less current portion of long-term debt and debt issuance costs | (55,150) | (55,150) | |
Total long-term debt | 4,646,063 | 5,446,063 | |
Less long-term portion of debt issuance costs and debt discount | (47,026) | (64,901) | |
Total long-term debt, net | $ 4,599,037 | $ 5,381,162 | |
Credit Facilities: | Senior Secured Term Loan | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate (in percent) | 7.092% | 2.75% | 1% |
Total debt | $ 4,201,213 | $ 5,001,213 | |
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 |
Non-current Bank Credit Lines_4
Non-current Bank Credit Lines and Loan Facilities - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||||
Dec. 30, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 29, 2021 | Sep. 27, 2021 | Jul. 01, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Total financing costs | $ 229,731 | $ 182,423 | $ 13,019 | |||||||
Cash paid for interest | 210,918 | 106,205 | $ 13,062 | |||||||
Long-term debt at fair value | 4,650,300 | 5,507,200 | ||||||||
PRA Health Sciences, Inc | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total financing costs | $ 17,700 | $ 86,700 | ||||||||
Senior Secured Term Loan | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 0.50% | |||||||||
Senior Secured Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||||
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 | London Interbank Offered Rate (LIBOR) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 1.60% | |||||||||
Senior secured revolving loan facility | Variable rate component two | London Interbank Offered Rate (LIBOR) | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 2% | |||||||||
Senior secured revolving loan facility | Variable rate component two | London Interbank Offered Rate (LIBOR) | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate (in percent) | 1.25% | |||||||||
Credit Facilities: | Senior secured credit facility and senior secured notes | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt discount paid | $ 27,600 | |||||||||
Credit Facilities: | Senior Secured Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 5,515,000 | |||||||||
Debt instrument, interest rate (in percent) | 1% | 7.092% | 2.75% | |||||||
Repayments of senior debt | $ 200,000 | $ 200,000 | $ 100,000 | $ 300,000 | $ 500,000 | $ 13,800 | ||||
Cash paid for interest | 66,100 | 53,600 | 39,400 | 35,100 | 40,800 | $ 40,400 | ||||
Payments of debt restructuring costs | $ 1,800 | $ 1,900 | $ 900 | $ 3,200 | $ 5,600 | |||||
Credit Facilities: | Senior Secured Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Remaining borrowing capacity | $ 300,000 | |||||||||
Line of credit | Senior secured revolving loan facility | Revolving loan facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 300,000 | |||||||||
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% |
Non-current Bank Credit Lines_5
Non-current Bank Credit Lines and Loan Facilities - Schedule of Finance Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |||
Interest expense on drawn facilities | $ 209,189 | $ 93,809 | $ 13,406 |
Amortization of financing costs and debt discount | 17,749 | 12,890 | 523 |
Transaction and one time financing costs | 0 | 75,391 | 0 |
Other financing costs/(credits) | 2,793 | 333 | (910) |
Total financing costs | $ 229,731 | $ 182,423 | $ 13,019 |
Non-current Bank Credit Lines_6
Non-current Bank Credit Lines and Loan Facilities - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 55,150 |
2024 | 55,150 |
2025 | 55,150 |
2026 | 55,150 |
2027 and thereafter | 4,480,613 |
Total long-term debt, net | $ 4,701,213 |
Derivatives - Narrative (Detail
Derivatives - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Nov. 29, 2022 USD ($) instrument | Dec. 31, 2021 USD ($) tranche | |
Derivative [Line Items] | |||
Interest rate cash flow hedge gain (loss) to be reclassified euring next 12 months, net | $ (3,300) | ||
Other comprehensive income (loss), cash flow hedge, gain (loss), before reclassification and tax | 100 | ||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, before Tax | $ 100 | ||
Derivative, Fair Value, Net | $ 0 | ||
Derivative, number of instruments held | tranche | 0 | ||
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% |
Derivatives - Effect of Derivat
Derivatives - Effect of Derivative Financial Instruments on Statement of Financial Position (Details) - Total derivatives designated as hedging instruments | Dec. 31, 2022 USD ($) |
Interest Rate Caps | |
Derivative [Line Items] | |
Derivative Asset | $ 12,000 |
Derivative Liability | 3,363,000 |
Notional | 2,100,606,000 |
Interest Rate Swap | |
Derivative [Line Items] | |
Derivative Asset | 0 |
Derivative Liability | 307,000 |
Notional | 1,100,606,000 |
Interest rate cap and interest rate swap | |
Derivative [Line Items] | |
Derivative Asset | 12,000 |
Derivative Liability | 3,670,000 |
Notional | $ 3,201,213,000 |
Operating Leases - Lease Costs
Operating Leases - Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 53,880 | $ 51,200 |
Income from sub-leases | (1,165) | (1,338) |
Net operating lease costs | $ 52,715 | $ 49,862 |
Operating Leases Operating Leas
Operating Leases Operating Leases - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net operating lease costs | $ 52,715 | $ 49,862 |
Right-of-use assets obtained in exchange for lease obligations | 28,700 | 10,200 |
Impairment of long lived assets | $ 24,800 | $ 15,400 |
Weighted average remaining lease term | 6 years 10 months 24 days | 6 years 10 months 28 days |
Weighted average discount rate (in percent) | 2.45% | 2.51% |
Operating lease liabilities | $ 43,657 | $ 49,949 |
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 | $ 48,300 | $ 47,500 |
Cost of Sales | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net operating lease costs | $ 4,400 | $ 2,400 |
Operating Leases Operating Le_2
Operating Leases Operating Leases - Operating Lease Maturity (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Leases [Abstract] | |
2023 | $ 47,479 |
2024 | 34,400 |
2025 | 25,045 |
2026 | 20,430 |
2027 | 17,249 |
Thereafter | 45,065 |
Total future minimum lease payments | 189,668 |
Lease imputed interest | (14,367) |
Total | $ 175,301 |
Non-current other liabilities_2
Non-current other liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Defined benefit pension obligations, net (note 21) | $ 13,033 | $ 16,262 |
Other non-current liabilities | 25,227 | 26,334 |
Other Liabilities, Noncurrent | $ 38,260 | $ 42,596 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | |
Non-cancelable operating leases for facilities expiration period | 12 years |
Share Capital (Details)
Share Capital (Details) | 12 Months Ended | ||||||||||
Feb. 18, 2022 USD ($) shares | Jul. 01, 2021 shares | Dec. 31, 2019 USD ($) shares | Jul. 22, 2016 | Dec. 31, 2022 USD ($) vote $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) | Dec. 31, 2018 USD ($) shares | Jan. 08, 2019 shares | Oct. 03, 2016 USD ($) | |
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Number of votes | vote | 1 | ||||||||||
Total proceeds from exercise of stock options by employees | $ | $ 35,844,000 | $ 118,589,000 | $ 13,203,000 | ||||||||
Ordinary shares redeemed, value | $ | $ 99,983,000 | $ 175,000,000 | |||||||||
Buyback program | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Stock repurchase program, authorized amount | $ | $ 400,000,000 | ||||||||||
Ordinary shares redeemed (in shares) | 420,530 | 35,100 | 1,235,218 | 4,026,576 | |||||||
Ordinary shares redeemed, value | $ | $ 100,000,000 | $ 5,300,000 | $ 175,000,000 | $ 141,600,000 | $ 372,100,000 | ||||||
Number of shares authorized to be repurchased (in shares) | 1,000,000 | ||||||||||
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) | 348,286 | 1,065,529 | 193,417 | ||||||||
Average exercise price of option per share (USD per share) | $ / shares | $ 102.87 | $ 111.29 | $ 68.19 | ||||||||
Total proceeds from exercise of stock options by employees | $ | $ 35,800,000 | $ 118,600,000 | $ 13,200,000 | ||||||||
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) | 195,029 | 446,404 | 144,172 | ||||||||
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) | 46,087 | 44,132 | 63,516 | ||||||||
Ordinary Shares | |||||||||||
Equity, Class of Treasury Stock [Line Items] | |||||||||||
Options exercised by employees (in shares) | 348,286 | 1,065,529 | 193,417 | ||||||||
Issue of shares associated with a business combination (in shares) | 27,372,427 | 27,372,427 | |||||||||
Ordinary shares redeemed (in shares) | 420,530 | 1,235,218 | |||||||||
Ordinary shares redeemed, value | $ | $ 28,000 | $ 82,000 |
Restructuring charges - Narrati
Restructuring charges - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 31,143 | $ 31,105 | $ 18,089 |
Restructuring reserve | 6,022 | $ 10,311 | $ 4,675 |
2021 Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 31,100 | ||
Severance costs | 2,700 | ||
Other restructuring costs | 24,500 | ||
Fixed asset impairment | 4,000 | ||
Lease Liability | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | 1,400 | ||
Restructuring reserve, current | 900 | ||
Restructuring reserve, noncurrent | 500 | ||
Workforce reductions | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring reserve | $ 4,600 |
Restructuring charges - Summary
Restructuring charges - Summary of Restructuring Charges (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |||
Restructuring charges | $ 31,143 | $ 31,105 | $ 18,089 |
Restructuring charges - Restruc
Restructuring charges - Restructuring Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | ||
Opening provision | $ 10,311 | $ 4,675 |
Additional provision in the year | 4,364 | 11,273 |
Utilization | (8,653) | (5,637) |
Ending provision | $ 6,022 | $ 10,311 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | $ 567,851 | $ 196,680 | $ 381,205 |
Ireland | |||
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | 432,963 | 231,893 | 280,310 |
United States | |||
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | (270,440) | (278,413) | 41,950 |
Other | |||
Schedule of Components of Income Before Income Tax Expense (Benefit) [Line Items] | |||
Income before income tax expense | $ 405,328 | $ 243,200 | $ 58,945 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current tax expense: | |||
Current tax expense | $ 184,396 | $ 101,950 | $ 46,948 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | (124,985) | (60,616) | 927 |
Income tax expense allocated to continuing operations | 59,411 | 41,334 | 47,875 |
Income tax expense was allocated to the following components of other comprehensive income: | |||
Currency impact on long term funding | 7,211 | 1,776 | 68 |
Total | 66,622 | 43,110 | 47,943 |
Ireland | |||
Current tax expense: | |||
Current tax expense | 53,248 | 18,469 | 28,963 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | (6,166) | 553 | 1,654 |
United States | |||
Current tax expense: | |||
Current tax expense | 60,753 | 35,478 | 3,022 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | (118,475) | (52,717) | 4,577 |
Other | |||
Current tax expense: | |||
Current tax expense | 70,395 | 48,003 | 14,963 |
Deferred tax (benefit)/expense: | |||
Deferred tax (benefit)/expense | $ (344) | $ (8,452) | $ (5,304) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Taxes at Irish statutory rate of 12.5% (2021:12.5%; 2020:12.5%) | $ 70,980 | $ 24,586 | $ 47,651 |
Rate differential from amortization of intangible assets | (59,330) | (31,228) | (2,298) |
Foreign and other income taxed at higher rates | 52,464 | 51,273 | 10,241 |
Research & development tax incentives | (2,608) | (3,120) | (1,243) |
Movement in valuation allowance | (777) | 3,101 | 3,581 |
Effects of change in tax rates | (300) | (128) | 108 |
Change in unrecognized tax benefits | 8,392 | 5,246 | (1,672) |
Impact of stock compensation | (8,756) | (9,083) | (5,150) |
Other | (654) | 687 | (3,343) |
Income tax expense allocated to continuing operations | $ 59,411 | $ 41,334 | $ 47,875 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax liabilities: | |||
Property, plant and equipment | $ 10,927 | $ 19,606 | |
Operating right-of-use-assets | 23,260 | 33,449 | |
Goodwill | 37,150 | 33,354 | |
Intangible assets | 1,078,302 | 1,201,086 | |
Other | 9,054 | 1,761 | |
Total deferred tax liabilities recognized | 1,158,693 | 1,289,256 | |
Deferred tax assets: | |||
Operating loss and tax credits carryforwards | 88,697 | 86,893 | |
Property, plant and equipment | 6,010 | 5,846 | |
Operating lease liabilities | 27,593 | 36,106 | |
Intangible assets | 3,602 | 4,596 | |
Accrued expenses and unbilled revenue | 64,016 | 69,198 | |
Stock compensation | 21,862 | 25,557 | |
Deferred compensation | 2,917 | 3,445 | |
Unearned revenue | 66,565 | 64,924 | |
Other | 9,155 | 602 | |
Total deferred tax assets | 290,417 | 297,167 | |
Valuation allowance for deferred tax assets | (43,379) | (45,495) | $ (32,800) |
Deferred tax assets recognized | 247,038 | 251,672 | |
Overall net deferred tax asset/(liability) | $ (911,655) | $ (1,037,584) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Valuation allowance for deferred tax assets | $ 43,379,000 | $ 45,495,000 | $ 32,800,000 |
Net change in the total valuation allowance | 2,100,000 | (12,800,000) | |
Deferred tax liabilities, undistributed foreign earnings | 1,600,000 | 800,000 | |
Unrecognized tax benefit, potentially expire in 2021 | 37,900,000 | ||
Total unrecognized tax benefits net of potential benefits | 217,600,000 | 202,100,000 | 19,100,000 |
Interest and penalties recognized as an expense | 7,100,000 | 1,900,000 | $ 600,000 |
Total accrued interest and penalties | 22,600,000 | 15,500,000 | |
Acquired entity | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net change in the total valuation allowance | (9,300,000) | ||
Provision for income taxes | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net change in the total valuation allowance | 800,000 | (4,400,000) | |
Other Comprehensive Income | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net change in the total valuation allowance | 1,300,000 | $ (900,000) | |
Foreign Country | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Other non-U.S subsidiaries operating loss carryforwards for income tax | 37,900,000 | ||
Foreign Country | Tax Year 2022 to 2028 | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Additional operating loss carryforward | 14,800,000 | ||
Foreign Country | Tax Year 2029 to 2038 | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Additional operating loss carryforward | 18,200,000 | ||
Ireland | Foreign Country | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Ireland subsidiaries additional tax credit carryforward for income tax | 16,600,000 | ||
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 | 3,500,000 | ||
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 | 5,363,000 | ||
U.S. federal net operating loss carry forwards | 5,300,000 | ||
Tax credit carry forward | 93,000,000 | ||
Other non-U.S subsidiaries operating loss carryforwards for income tax | 95,000 | ||
United States | State NOL's | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Net operating loss carryforwards | 401,898,000 | ||
Other non-U.S subsidiaries operating loss carryforwards for income tax | 6,736,000 | ||
Other | Foreign Country | |||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||
Ireland subsidiaries additional tax credit carryforward for income tax | $ 4,700,000 |
Income Taxes - Expected Expiry
Income Taxes - Expected Expiry Dates of NOL's (Details) - United States $ in Thousands | Dec. 31, 2022 USD ($) |
State NOL's | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, not subject to expiration | $ 6,736 |
Net operating loss carryforwards | 401,898 |
State NOL's | 2023-2036 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | 249,530 |
State NOL's | 2033-2041 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | 145,632 |
Federal NOL's | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, not subject to expiration | 95 |
Net operating loss carryforwards | 5,363 |
Federal NOL's | 2023-2036 | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards, subject to expiration | 5,268 |
Federal NOL's | 2033-2041 | |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits at start of year | $ 202,065 | $ 19,078 | $ 20,156 |
Increase related to acquired tax positions | 170,047 | 0 | |
Increase related to prior year tax positions | 16,098 | 204 | 401 |
Decrease related to prior year tax positions | (5,442) | (1,695) | (1,271) |
Increase related to current year tax positions | 5,701 | 18,613 | 2,931 |
Settlements | 0 | (844) | (369) |
Lapse of statute of limitations | (838) | (3,338) | (2,770) |
Unrecognized tax benefits at end of year | $ 217,584 | $ 202,065 | $ 19,078 |
Employee Benefits - Narrative (
Employee Benefits - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 07, 2014 | |
Other retirement plans | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | $ 11,600,000 | $ 8,000,000 | ||
ICON Development Solutions Limited pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expected rate of return on plan assets | 3.80% | 3.80% | ||
Aptiv Solutions pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 2.30% | 0.40% | ||
PRA Switzerland AG pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Discount rate | 2.30% | 0.40% | ||
United States | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Participant's contributions percentage of annual compensation (in percent) | 4.50% | |||
Defined contribution plan, cost | $ 30,200,000 | $ 23,700,000 | $ 17,000,000 | |
United Kingdom | ICON Development Solutions Limited pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | 19,558,000 | $ 41,813,000 | $ 43,988,000 | |
Net loss that will be amortized | 300,000 | |||
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% | 3.40% | 4% | |
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 | 4.90% | 1.80% | ||
Switzerland | Aptiv Solutions pension plan | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Non-current other liabilities (note 16) | $ 5,806,000 | $ 7,643,000 | $ 8,620,000 | |
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) | $ 5,345,000 | $ 4,990,000 | $ 4,890,000 |
Employee Benefits - Summary of
Employee Benefits - Summary of plan assets and liabilities (Details) - Pension Plan - United States - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Other receivables | $ 6,492 | $ 0 |
Non-current other liabilities (note 16) | $ (13,033) | $ (16,262) |
Employee Benefits - Funded Stat
Employee Benefits - Funded Status (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
United Kingdom | ICON Development Solutions Limited pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | $ (19,558) | $ (41,813) | |
Fair value of plan assets | 26,050 | 36,198 | $ 34,612 |
Funded status | 6,492 | (5,615) | |
Switzerland | Aptiv Solutions pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | (5,806) | (7,643) | |
Fair value of plan assets | 5,681 | 6,964 | 7,601 |
Funded status | (125) | (679) | |
Switzerland | PRA Switzerland AG pension plan | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Projected benefit obligation | (5,345) | (4,990) | |
Fair value of plan assets | 4,059 | 3,017 | $ 2,849 |
Funded status | $ (1,286) | $ (1,973) |
Employee Benefits - Change in B
Employee Benefits - Change in Benefit Obligations (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
United Kingdom | ICON Development Solutions Limited pension plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | $ 41,813 | $ 43,988 | |
Service cost | 117 | 134 | $ 100 |
Interest cost | 672 | 665 | 746 |
Plan participants' contributions | 19 | 23 | |
Benefits paid | 514 | 489 | |
Actuarial gain | (18,636) | (2,097) | |
Foreign currency exchange rate changes | (3,913) | (411) | |
Benefit obligation at end of year | 19,558 | 41,813 | 43,988 |
Switzerland | Aptiv Solutions pension plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 7,643 | 8,620 | |
Service cost | 146 | 150 | |
Interest cost | 30 | 12 | |
Plan participants' contributions | 82 | 95 | |
Settlement | (218) | (483) | |
Prior service cost | (23) | (82) | |
Benefits paid and transferred balances | (182) | 76 | |
Actuarial gain | (1,527) | (484) | |
Foreign currency exchange rate changes | (145) | (261) | |
Benefit obligation at end of year | 5,806 | 7,643 | 8,620 |
Switzerland | PRA Switzerland AG pension plan | |||
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward] | |||
Benefit obligation at beginning of year | 4,990 | 4,890 | |
Service cost | 404 | 207 | |
Interest cost | 20 | 19 | |
Plan participants' contributions | 2,396 | 135 | |
Settlement | (844) | 0 | |
Benefits paid | 946 | 113 | |
Actuarial gain | (627) | 1 | |
Foreign currency exchange rate changes | (48) | (149) | |
Benefit obligation at end of year | $ 5,345 | $ 4,990 | $ 4,890 |
Employee Benefits - Change in P
Employee Benefits - Change in Plan Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | $ 36,198 | $ 34,612 | |
Expected return on plan assets | 1,258 | 1,171 | $ 1,214 |
Actual return on plan assets | (7,305) | 1,176 | |
Employer contributions | 70 | 91 | |
Plan participants' contributions | 19 | 23 | |
Benefits paid | (514) | (489) | |
Foreign currency exchange rate changes | (3,676) | (386) | |
Fair value of plan assets at end of year | 26,050 | 36,198 | 34,612 |
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 | 6,964 | 7,601 | |
Expected return on plan assets | 29 | 15 | |
Actual return on plan assets | (987) | (238) | |
Scheme contributions | 114 | 128 | |
Plan participants' contributions | 82 | 95 | |
Benefits paid and transferred balances | 182 | (76) | |
Settlement | (218) | (483) | |
Foreign currency exchange rate changes | (121) | (230) | |
Fair value of plan assets at end of year | 5,681 | 6,964 | 7,601 |
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 | 3,017 | 2,849 | |
Expected return on plan assets | 29 | 15 | |
Actual return on plan assets | 87 | 0 | |
Employer contributions | 325 | 135 | |
Plan participants' contributions | 2,396 | 135 | |
Benefits paid | (946) | (113) | |
Settlement | (844) | 0 | |
Foreign currency exchange rate changes | (5) | (4) | |
Fair value of plan assets at end of year | $ 4,059 | $ 3,017 | $ 2,849 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Service cost | $ 117 | $ 134 | $ 100 |
Interest cost | 672 | 665 | 746 |
Expected return on plan assets | (1,258) | (1,171) | (1,214) |
Amortization of net loss | 228 | 625 | 160 |
Net periodic benefit cost | $ (241) | $ 253 | $ (208) |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
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 | 1.80% | 1.50% | 2.10% |
Rate of compensation increase | 3.70% | 3.40% | 3.30% |
Expected rate of return on plan assets | 3.80% | 3.40% | 4% |
Other comprehensive income | |||
Actuarial (gain)/loss - benefit obligation | $ (18,636) | $ (2,097) | $ 5,294 |
Actuarial loss/(gain) – plan assets | 7,305 | (1,176) | (878) |
Actuarial loss recognized in net periodic benefit cost | (228) | (625) | (160) |
Total | $ (11,559) | $ (3,898) | $ 4,256 |
Employee Benefits - Assumptions
Employee Benefits - Assumptions Used in Determining Benefit Obligation (Details) - United Kingdom - ICON Development Solutions Limited pension plan | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Discount rate | 4.90% | 1.80% |
Rate of compensation increase | 3.60% | 3.70% |
Employee Benefits - Expected Ra
Employee Benefits - Expected Rate of Return and Actual Plan Asset Allocation (Details) - ICON Development Solutions Limited pension plan | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 100% | 100% |
Government Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 88% | 0% |
Diversified Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 12% | 0% |
Corporate Bonds (including 50% high yield bonds) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 0% | 37% |
Equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 0% | 24% |
Secured Loans and Multi Asset Credit | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Actual plan asset allocations | 0% | 39% |
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, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 26,050 | $ 36,198 |
Government Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 22,887 | 0 |
Diversified Bonds | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 3,163 | 0 |
Equities | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 8,782 |
Corporate Bonds (including 50% high yield bonds) | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | 0 | 13,434 |
Secured Loans and Multi Asset Credit | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Fair value of plan assets | $ 0 | $ 13,982 |
Employee Benefits - Annual Bene
Employee Benefits - Annual Benefit Payments (Details) - United Kingdom - ICON Development Solutions Limited pension plan $ in Thousands | Dec. 31, 2022 USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
2023 | $ 302 |
2024 | 371 |
2025 | 402 |
2026 | 703 |
2027 | 643 |
Years 2028 - 2032 | $ 3,614 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2017 | May 18, 2020 | May 16, 2019 | May 31, 2018 | Feb. 13, 2017 | Sep. 23, 2013 | |
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||||||
Weighted average contractual term of options outstanding | 4 years 8 months 8 days | 5 years 4 months 20 days | ||||||||||
Exercisable - weighted average remaining contractual life | 4 years 3 months | 4 years 6 months 18 days | ||||||||||
Total compensation costs | $ 70,523 | $ 133,844 | $ 26,271 | |||||||||
Income tax benefit related to stock compensation | 12,900 | 22,700 | 6,900 | |||||||||
Cash tax benefit related to stock options exercised | $ 7,700 | 23,900 | $ 2,500 | |||||||||
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 | |||||||||||
2013 Legacy PRA Plan | ||||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 2,052,909 | |||||||||||
Percentage of outstanding shares authorized | 12.50% | |||||||||||
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 | |||||||||||
Consultants Stock Plan, 2008 Plan | ||||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||||||
Ordinary shares which have been reserved for issuance (in shares) | 1,000,000 | 400,000 | ||||||||||
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 expiration period | 8 years | |||||||||||
Shares vesting period | 5 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 | $ 34,100 | $ 83,500 | ||||||||||
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) | $ 137.47 | $ 115.11 | ||||||||||
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 | $ 206.71 | ||||||||||
Performance Share Unit (PSUs) | ||||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||||||
Fair value of stock units vested | $ 6,500 | $ 5,100 | ||||||||||
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) | $ 137.47 | $ 115.11 | ||||||||||
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 | $ 125.74 | ||||||||||
PSUs Based on Service and EPS Targets | Maximum | ||||||||||||
Compensation Related Costs Share Based Payments Disclosure [Line Items] | ||||||||||||
Stock units to be granted (in shares) | 76,210 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Options Granted Under Plans | |||
Beginning balance (in shares) | 1,695,460 | 553,746 | 656,107 |
Assumed through business combination (in shares) | 2,177,130 | ||
Granted (in shares) | 108,643 | 100,299 | 107,737 |
Exercised (in shares) | (348,286) | (1,065,529) | (193,417) |
Canceled/expired (in shares) | (77,698) | (70,186) | (16,681) |
Ending balance (in shares) | 1,378,119 | 1,695,460 | 553,746 |
Vested and exercisable at end of period (in shares) | 1,047,803 | ||
Weighted Average Exercise Price | |||
Beginning balance (USD per share) | $ 110.38 | $ 108.53 | $ 87.80 |
Assumed through business combination (USD per share) | 108.78 | ||
Granted (USD per share) | 229.94 | 177.76 | 159.83 |
Exercised (USD per share) | 102.87 | 111.29 | 68.19 |
Canceled/expired (USD per share) | 143.08 | 128.46 | 92.21 |
Ending balance (USD per share) | 119.86 | $ 110.38 | $ 108.53 |
Vested and exercisable at end of period (USD per share) | $ 102.29 |
Equity Incentive Schemes and _5
Equity Incentive Schemes and Stock Compensation Charges - Outstanding and Exercisable Share Options (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum Range Exercise Price (USD per share) | $ 14.88 | |||
Maximum Range Exercise Price (USD per share) | 231.68 | |||
Range 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Minimum Range Exercise Price (USD per share) | 14.88 | |||
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) | 124 | |||
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) | $ 231.68 | |||
Stock Option and Award Plans | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares (in shares) | 1,378,119 | |||
Weighted Average Remaining Contractual Life | 4 years 8 months 8 days | |||
Weighted average exercise price (USD per share) | $ 119.86 | $ 110.38 | $ 108.53 | $ 87.80 |
Number of Shares (in shares) | 1,047,803 | |||
Vested and exercisable at end of period (USD per share) | $ 102.29 | |||
Stock Option and Award Plans | Range 1 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares (in shares) | 494,565 | |||
Weighted Average Remaining Contractual Life | 2 years 8 months 12 days | |||
Number of Shares (in shares) | 494,565 | |||
Stock Option and Award Plans | Range 2 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares (in shares) | 226,489 | |||
Weighted Average Remaining Contractual Life | 5 years 6 months 29 days | |||
Number of Shares (in shares) | 203,605 | |||
Stock Option and Award Plans | Range 3 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares (in shares) | 386,518 | |||
Weighted Average Remaining Contractual Life | 5 years 7 months 24 days | |||
Number of Shares (in shares) | 303,054 | |||
Stock Option and Award Plans | Range 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Shares (in shares) | 270,547 | |||
Weighted Average Remaining Contractual Life | 6 years 2 months 26 days | |||
Number of Shares (in shares) | 46,579 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average fair value (USD per share) | $ 107.21 | $ 68.42 | $ 49.15 | $ 42.43 |
Assumptions: | ||||
Expected volatility (in percent) | 30% | 31% | 30% | 30% |
Dividend yield (in percent) | 0% | 0% | 0% | 0% |
Risk free interest rate (in percent) | 0.56% | 1.86% | 0.78% | 0.57% |
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, 2022 $ / shares shares | |
Performance Share Unit (PSUs) | |
Outstanding number of shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 154,190 |
Granted (in shares) | shares | 64,682 |
Shares vested (in shares) | shares | (46,087) |
Forfeited (in shares) | shares | (20,365) |
Outstanding at ending of period (in shares) | shares | 152,420 |
Weighted Average Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 160.23 |
Granted (USD per share) | $ / shares | 229.79 |
Shares vested (USD per share) | $ / shares | 140.48 |
Forfeited (USD per share) | $ / shares | 185.90 |
Outstanding at end of period (USD per share) | $ / shares | $ 192.29 |
Restricted Stock Units (RSUs) | |
Outstanding number of shares [Roll Forward] | |
Outstanding at beginning of period (in shares) | shares | 572,785 |
Granted (in shares) | shares | 302,307 |
Shares vested (in shares) | shares | (195,029) |
Forfeited (in shares) | shares | (97,451) |
Outstanding at ending of period (in shares) | shares | 582,612 |
Weighted Average Fair Value | |
Outstanding at beginning of period (USD per share) | $ / shares | $ 191.20 |
Granted (USD per share) | $ / shares | 216.85 |
Shares vested (USD per share) | $ / shares | 174.35 |
Forfeited (USD per share) | $ / shares | 205.25 |
Outstanding at end of period (USD per share) | $ / shares | $ 207.73 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | $ 70,523 | $ 133,844 | $ 26,271 |
Direct costs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | 22,854 | 18,551 | 8,557 |
Selling, general and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | 47,669 | 41,457 | 17,714 |
Transaction and integration related | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation costs | $ 0 | $ 73,836 | $ 0 |
Business Segment and Geograph_3
Business Segment and Geographical Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2022 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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Revenue | $ 7,741,386 | $ 5,480,826 | $ 2,797,288 |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,984,567 | 1,365,909 | 1,181,292 |
Rest of Europe | |||
Segment Reporting Information [Line Items] | |||
Revenue | 1,618,350 | 1,175,515 | 416,884 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Revenue | 3,574,610 | 2,581,007 | 925,563 |
Other | |||
Segment Reporting Information [Line Items] | |||
Revenue | $ 563,859 | $ 358,395 | $ 273,549 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | $ 795,237 | $ 378,529 | $ 391,500 |
Ireland | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | 218,088 | 131,961 | 276,478 |
Rest of Europe | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | 253,799 | 177,863 | 35,765 |
U.S. | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | 254,849 | 39,132 | 58,018 |
Other | |||
Segment Reporting Information [Line Items] | |||
Income from operations, excluding restructuring and other items | $ 68,501 | $ 29,573 | $ 21,239 |
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, 2022 | Dec. 31, 2021 |
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 504,152 | $ 534,567 |
Ireland | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 143,025 | 118,253 |
Rest of Europe | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 99,721 | 121,174 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | 213,311 | 239,828 |
Other | ||
Segment Reporting Information [Line Items] | ||
Long-lived assets | $ 48,095 | $ 55,312 |
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, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Weighted average number of ordinary shares outstanding for basic net income per ordinary share (in shares) | 81,532,320 | 67,110,186 | 52,859,911 |
Effect of dilutive share options outstanding (in shares) | 936,043 | 958,125 | 423,674 |
Weighted average number of ordinary shares outstanding for diluted net income per ordinary share (in shares) | 82,468,363 | 68,068,311 | 53,283,585 |
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) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |||
Net income attributable to the Group | $ 505,304 | $ 153,185 | $ 332,331 |
Noncontrolling interest adjustment to redemption amount | 0 | 0 | (4,522) |
Net income attributable to the Group (including NCI redemption adjustment) | $ 505,304 | $ 153,185 | $ 327,809 |
Net income per Ordinary Share attributable to the Group (Note 24): | |||
Basic (USD per share) | $ 6.20 | $ 2.28 | $ 6.20 |
Diluted (USD per share) | $ 6.13 | $ 2.25 | $ 6.15 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Currency translation adjustments | $ (175,369) | $ (85,840) |
Actuarial gain/(loss) on defined benefit pension plan (note 21) | 7,559 | (5,098) |
Loss on cash flow hedge | 3,728 | 0 |
Amortization of loss on cash flow hedge | 0 | 1 |
Total | $ (171,538) | $ (90,937) |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Elements [Abstract] | |||
Cash paid for interest | $ 210,918 | $ 106,205 | $ 13,062 |
Cash paid for income taxes (net of refunds) | $ 116,322 | $ 55,105 | $ 27,604 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Majority investor, ownership percentage | 51% | |
Oncacare | ||
Related Party Transaction [Line Items] | ||
Ownership Percentage | 49% | |
DS Biopharma Limited | Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Revenue earned from related parties | $ 2 | $ 30 |
Amounts due from related parties | 12 | 12 |
Afimmune Limited | Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Revenue earned from related parties | 235 | 551 |
Amounts due from related parties | 263 | 197 |
Corvus Pharmaceuticals | Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Revenue earned from related parties | 428 | |
Amounts due from related parties | 231 | |
Oncacare | ||
Related Party Transaction [Line Items] | ||
Expenses incurred from related party transactions | 451 | 465 |
Loan granted tp related party | $ 10,000 | |
Related party, loan interest rate | 1.60% | |
Interest receivable, related party loans | 183 | |
Oncacare | Subsidiaries | ||
Related Party Transaction [Line Items] | ||
Amounts due from related parties | $ 715 | $ 264 |