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Management's discussion and analysis of financial condition and results of operations
The following discussion and analysis should be read in conjunction with our consolidated financial statements, accompanying notes and other financial information, appearing in Item 18. The consolidated financial statements have been prepared in accordance with U.S. GAAP. The information included in the discussion and analysis below provides details on the information for the years ended December 31, 2025, December 31, 2024 (As Restated) and December 31, 2023 (As Restated).
Restatement of Previously Issued Consolidated Financial Statements
As described in the Explanatory Note to this Form 20-F, the Company has restated its consolidated financial statements for the Restated Periods. This “Management’s discussion and analysis of financial condition and results of operations” gives effect to the restatement of the Company’s previously issued consolidated financial statements and related disclosures as of and for the years ended December 31, 2024 and December 31, 2023, contained in its previously filed Form 20-F.
The restated financial statements as of and for the years ended December 31, 2024 and 2023 correct the following errors (the “Restatement Errors”):
•A $92.7 million overstatement of revenue for the year ended December 31, 2024 and a $65.3 million overstatement of revenue for the year ended December 31, 2023. Included in the revenue overstatements are errors of $73.6 million and $68.9 million for the years ended December 31, 2024 and 2023 respectively. These errors relate to improper adjustments recorded to recognize revenue outside of normal system processes for long-term clinical services revenue contracts, errors in determining the estimated cost to complete, the assessment of realizable value, and certain manual adjustments in respect of certain long-term clinical services revenue contracts. Also included in the revenue overstatements are errors of $19.1 million overstatement and $3.6 million understatement for the years ended December 31, 2024 and 2023 respectively.
•An overstatement of unbilled revenue and unearned revenue in respect of right of offset, as at December 31, 2024 and December 31, 2023 of $192.4 million and $100.8 million respectively due to certain contract assets and liabilities with a legal right of offset not being identified.
•A $13.1 million overstatement of income tax expense for the year ended December 31, 2024 and a $6.6 million understatement of income tax expense for the year ended December 31, 2023
In addition to the errors described above, the Restatement also includes adjustments to correct certain other immaterial errors, consisting of adjustments to reclassify certain balance sheet accounts and immaterial adjustments to record previously unrecorded adjustments including those identified in audits of prior years’ financial statements (the “Other Adjustments”).
Detailed restatements of the Company’s consolidated financial statements for the years ended December 31, 2024 and December 31, 2023 are provided in Note 1A. Restatement of Previously Issued Consolidated Financial Statements in the Notes to the Consolidated Financial Statements of this Form 20-F.
Overview
We are a CRO providing outsourced development services on a global basis to pharmaceutical, biotechnology, medical device and government and public health organizations. 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 vision is to be the partner of choice by delivering industry leading solutions and best in class performance in clinical development.
We believe that we are one of a select group of CROs with the expertise and capability to conduct clinical trials in the 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, 2025, we employed approximately 40,100 employees, in 97 locations in 55 countries. During the year ended December 31, 2025 we derived 30.6%, 57.9% and 11.5% of our revenue in the United States, Europe, and the rest of the world, respectively. During the years ended December 31, 2024 (as restated) and December 31, 2023 (as restated) we derived 36.4%, 52.0% and 11.6%; and 40.7%, 48.3%, and 11.0% in the United States, Europe, and the rest of the world, respectively.
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Revenue consists of fees earned under contracts with third-party clients. In most cases, a portion of the contract fee is paid at the time the study or trial is started, with the balance of the contract fee generally payable in installments over the study or trial duration, based on the delivery of certain performance targets or milestones. Revenue from long term contracts is recognized on a proportional performance method based on the relationship between cost incurred and the total estimated costs of the trial or on a fee-for-service basis according to the particular circumstances of the contract. As is customary in the CRO industry, we contract with third party investigators in connection with clinical trials. Investigator costs and certain other third party costs are included in our assessment of progress towards completion and costs incurred in measuring revenue. Where these costs are reimbursed by clients, they are included in the total contract value recognized over time, based on our assessment of progress towards completion.
As the nature of our business involves the management of projects, the majority of which have a duration of one to four years, the commencement or completion of projects in a fiscal year can have a material impact on revenues earned with the relevant clients in such years. In addition, as we typically work with some, but not all divisions of a client, fluctuations in the number and status of available projects within such divisions can also have a material impact on revenues earned from such clients from year to year.
Termination or delay in the performance of an individual contract may occur for various reasons, including, but not limited to, unexpected or undesired results, production problems resulting in shortages of the drug, adverse patient reactions to the drug, the client’s decision to de-emphasize a particular trial or inadequate patient enrollment or investigator recruitment. In the event of termination, the Company is usually entitled to all sums owed for work performed through the notice of termination and certain costs associated with the termination of the study. In addition, contracts generally contain provisions for renegotiation in the event of changes in the scope, nature, duration, or volume of services of the contract.
Our unsatisfied performance obligation comprises our assessment of contracted revenue yet to be earned from projects awarded by clients. At December 31, 2025, we had unsatisfied performance obligations of $14.9 billion (December 31, 2024: $15.9 billion, December 31, 2023: $14.8 billion) (see Note 4. Accounts receivable, unbilled revenue (contract assets) and unearned revenue or payments on account (contract liabilities) to the consolidated financial statements included in this Form 20-F for further details). We believe that our unsatisfied performance obligation as of any date is not necessarily a meaningful predictor of future results, due to the potential for cancellation or delay of the projects included in the unsatisfied performance obligation, and no assurances can be given on the extent to which we will be able to realize the unsatisfied performance obligation.
Although we are domiciled in Ireland, we report our results in U.S. dollars. As a consequence, the results of our non-U.S. based operations, when translated into U.S. dollars, could be materially affected by fluctuations in exchange rates between the U.S. dollar and the currencies of those operations.
In addition to translation exposures, we are also subject to transaction exposures where the currency in which contracts are priced can be different from the currencies in which costs relating to those contracts are incurred. Our operations in the United States are not materially exposed to such currency differences as the majority of our revenues and costs are in U.S. dollars. However, outside of the United States the multinational nature of our activities means that contracts are usually priced in a single currency, most often U.S. dollars or euro, while costs arise in a number of currencies, depending, among other things, on which of our offices provide staff for the contract and the location of investigator sites. Although many such contracts benefit from some degree of natural hedging, due to the matching of contract revenues and costs in the same currency, where costs are incurred in currencies other than those in which contracts are priced, fluctuations in the relative value of those currencies could have a material effect on our results of operations. We regularly review our currency exposures.
As we conduct operations on a global basis, our effective tax rate has depended, and will depend, on the geographic distribution of our revenue and earnings among locations with varying tax rates. Our results therefore may be affected by changes in the tax rates of the various jurisdictions. In particular, as the geographic mix of our results of operations among various tax jurisdictions changes, our effective tax rate may vary significantly from period to period.
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A. Operating Results
The following table sets forth, for the periods indicated, certain financial data as a percentage of revenue and the percentage change in these items compared to the prior comparable period. The trends illustrated in the following table may not be indicative of future results.
Year Ended December 31, Change for the year ended December 31,
2025 2024 (As Restated) 2023 (As Restated) 2025 vs 2024 2024 vs 2023 (As Restated)
Percentage of Revenue Percentage Increase/(Decrease)
Revenue 100.0 % 100.0 % 100.0 % 0.8 % 1.7 %
Costs and expenses:
Direct costs 73.6 % 71.0 % 70.8 % 4.4 % 2.0 %
Selling, general and administrative expense 9.5 % 8.9 % 9.5 % 7.1 % (5.2) %
Depreciation 1.9 % 1.7 % 1.6 % 12.7 % 9.6 %
Amortization 2.7 % 4.3 % 5.7 % (35.1) % (23.8) %
Transaction and integration related 0.3 % 0.4 % 0.6 % (14.6) % (33.1) %
Restructuring 1.0 % 1.1 % 0.6 % (14.2) % 103.0 %
Goodwill impairment 4.4 % — % — % NM NM
Impairment of non-financial assets 1.2 % — % — % NM NM
Income from operations 5.4 % 12.6 % 11.2 % (57.1) % 14.1 %
*NM – Not Meaningful
Revenue
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 (As Restated) 2023 (As Restated) 2025 vs 2024 2024 vs 2023 (As Restated)
Revenue $ 8,251,340 $ 8,188,990 $ 8,054,926 $ 62,350 0.8 % $ 134,064 1.7 %
Year ended December 31, 2025 compared to year ended December 31, 2024 (As Restated)
Revenue for the year ended December 31, 2025 increased by $62.4 million, or 0.8%, to $8,251.3 million, compared to $8,189.0 million for the year ended December 31, 2024. Revenue increased by 0.1% in constant currency terms.
During the year ended December 31, 2025 the Company derived 30.6%, 57.9% and 11.5% of our revenue in the United States, Europe and Rest of World respectively compared to 36.4%, 52.0% and 11.6% in the year ended December 31, 2024. Revenues from our top five customers amounted to $2,046.2 million in the year ended December 31, 2025 compared to $2,063.6 million in the year ended December 31, 2024 or 24.8% and 25.2% respectively. New customer accounts are continually added across the full portfolio of large pharma customer, mid-tier pharma customers and biotech customers.
Revenue in Ireland increased by $479.8 million in the year ended December 31, 2025, to $3,183.6 million, compared to $2,703.8 million for the year ended December 31, 2024. Revenue in Ireland during the year ended December 31, 2025 increased by 17.7% compared to an overall increase in Group revenue of 0.8%. Revenue in Ireland is principally a function of our global contracting model (see Note 22. Business Segment and Geographical Information in Item 18. Financial Statements included in this Form 20-F for further details).
Revenue in the Rest of Europe increased by $31.4 million or 2.0%, to $1,590.9 million in the year ended December 31, 2025, compared to $1,559.5 million for the year ended December 31, 2024. Revenue in the U.S. decreased by $458.2 million or 15.4%, to $2,524.9 million, compared to $2,983.1 million for the year ended December 31, 2024. Revenue in our Rest of World (Other) region increased by $9.3 million or 1.0%, to $951.9 million, compared to $942.6 million for the year ended December 31, 2024. Revenue movements reflect the Company’s global contracting model. (see Note 22. Business Segment and Geographical Information in Item 18. Financial Statements included in this Form 20-F for further details).
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Year ended December 31, 2024 compared to year ended December 31, 2023 (As Restated)
Revenue for the year ended December 31, 2024 increased by $134.1 million, or 1.7%, to $8,189.0 million, compared to $8,054.9 million for the year ended December 31, 2023. Revenue increased by 1.7% in constant currency terms. The increase in revenues in the year ended December 31, 2024 was due to the Company's acquisitions and continued organic growth.
During the year ended December 31, 2024 the Company derived 36.4%, 52.0% and 11.6% of our revenue in the United States, Europe and Rest of World respectively compared to 40.7%, 48.3% and 11.0% in the year ended December 31, 2023. Revenues from our top five customers amounted to $2,063.6 million in the year ended December 31, 2024 compared to $2,152.0 million in the year ended December 31, 2023 or 25.2%, and 26.7% respectively. New customer accounts are continually added across the full portfolio of large pharma customer, mid-tier pharma customers and biotech customers.
Revenue in Ireland increased by $386.3 million in the year ended December 31, 2024, to $2,703.8 million, compared to $2,317.5 million for the year ended December 31, 2023. Revenue in Ireland during the year ended December 31, 2024 increased by 16.7% compared to an overall increase in Group revenue of 1.7%. Revenue in Ireland is principally a function of our global contracting model (see Note 22. Business Segment and Geographical Information in Item 18. Financial Statements included in this Form 20-F for further details).
Revenue in the Rest of Europe decreased by $13.4 million or 0.8%, to $1,559.5 million in the year ended December 31, 2024, compared to $1,572.9 million for the year ended December 31, 2023. Revenue in the U.S. decreased by $296.9 million or 9.1%, to $2,983.1 million, compared to $3,280.0 million for the year ended December 31, 2023. Revenue in our Rest of World (Other) region increased by $58.1 million or 6.6%, to $942.6 million, compared to $884.5 million for the year ended December 31, 2023. Revenue movements reflect the Company’s global contracting model. (see Note 22. Business Segment and Geographical Information in Item 18. Financial Statements included in this Form 20-F for further details).
Direct costs
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 (As Restated) 2023 (As Restated) 2025 vs 2024 2024 vs 2023 (As Restated)
Direct costs $ 6,075,746 $ 5,818,061 $ 5,706,187 $ 257,685 $ 111,874
% of revenue (as restated) 73.6 % 71.0 % 70.8 % 4.4 % 2.0 %
Direct costs for the year ended December 31, 2025 increased by $257.7 million, or 4.4%, to $6,075.7 million, compared to $5,818.1 million for the year ended December 31, 2024. Direct costs for the year ended December 31, 2024 increased by $111.9 million, or 2.0%, to $5,818.1 million, compared to $5,706.2 million for the year ended December 31, 2023. Direct costs consist primarily of investigator and other reimbursable costs, compensation, associated fringe benefits and share based compensation expense for project-related employees and other direct project driven costs. The increase in direct costs for both December 31, 2025 as compared to December 31, 2024 and December 31, 2024 as compared to December 31, 2023, arose due to an increase in third party investigator/other reimbursable costs and laboratories partially offset by decreases in personnel related costs, and travel costs.
As a percentage of revenue, direct costs have increased to 73.6% of revenue during the year ended December 31, 2025 compared to 71.0% for the year ended December 31, 2024. As a percentage of revenue, direct costs have increased to 71.0% of revenue during the year ended December 31, 2024 compared to 70.8% for the year ended December 31, 2023.
Selling, general and administrative
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 2023 2025 vs 2024 2024 vs 2023
Selling, general and administrative $ 780,139 $ 728,348 $ 768,559 $ 51,791 $ (40,211)
% of revenue (as restated) 9.5 % 8.9 % 9.5 % 7.1 % (5.2) %
Selling, general and administrative expenses for the year ended December 31, 2025 increased by $51.8 million, or 7.1%, to $780.1 million, compared to $728.3 million for the year ended December 31, 2024. Selling, general and administrative expenses for the year ended December 31, 2024 decreased by $40.2 million, or 5.2%, to $728.3 million, compared to $768.6 million for the year ended December 31, 2023.
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Selling, general and administrative expenses comprise primarily of compensation, related fringe benefits and routine share based compensation expense for non-project-related employees, recruitment expenditures, professional service costs, advertising costs and all costs related to facilities and information systems. Further, costs incurred relating to the Investigation, including out of scope audit fees resulting from the impact of the Investigation, and in defense of the Putative Class Action (as referred to in Note 17. Commitments and Contingencies in Item 18. Financial Statements included in this Form 20-F) are classified within this category.
As a percentage of revenue, selling, general and administrative expenses increased to 9.5% of revenue during the year ended December 31, 2025, compared to 8.9% of revenue for the year ended December 31, 2024. The increase in selling, general and administrative expenses primarily relates to adverse foreign exchange movements ($39.3 million during the year ended December 31, 2025) and an increase in facility costs of $13.7 million, offset by decreases in professional fees, general and marketing costs of $21.5 million.
As a percentage of revenue, selling, general and administrative expenses decreased to 8.9% of revenue during the year ended December 31, 2024, compared to 9.5% of revenue for the year ended December 31, 2023. The decrease in selling, general and administrative expenses primarily reflects decreases in personnel costs ($29.9 million), facilities costs ($1.0 million), favorable foreign exchange movements ($31.0 million) offset by increases in general overhead, professional fees and marketing costs ($21.1 million).
Depreciation and amortization
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 2023 2025 vs 2024 2024 vs 2023
Depreciation $ 155,776 $ 138,209 $ 126,096 $ 17,567 $ 12,113
% of revenue (as restated) 1.9 % 1.7 % 1.6 % 12.7 % 9.6 %
Amortization $ 227,220 $ 350,291 $ 459,854 $ (123,071) $ (109,563)
% of revenue (as restated) 2.7 % 4.3 % 5.7 % (35.1) % (23.8) %
Year ended December 31, 2025 compared to year ended December 31, 2024
Depreciation expense for the year ended December 31, 2025 increased by $17.6 million or 12.7%, to $155.8 million, compared to $138.2 million for the year ended December 31, 2024. The depreciation charge reflects the investments in facilities, information systems and equipment. As a percentage of revenue, the depreciation expense increased to 1.9% of revenues, for the year ended December 31, 2025 compared to 1.7% for the year ended December 31, 2024. The depreciation charge has increased mainly due to additional investment in technology assets.
Amortization expense for the year ended December 31, 2025 decreased by $123.1 million or 35.1%, to $227.2 million, compared to $350.3 million for the year ended December 31, 2024. The amortization expense represents the amortization of intangible assets acquired in connection with business combinations. As a percentage of revenue, the amortization expense decreased to 2.7% for the year ended December 31, 2025, compared to 4.3% of revenue for the year ended December 31, 2024. The decrease in amortization is primarily due to the order backlog and trade name intangible assets recognized in connection with the PRA merger amounting to $500.0 million and $202.0 million respectively as of the date of acquisition, becoming fully amortized on July 1, 2024.
Year ended December 31, 2024 compared to year ended December 31, 2023
Depreciation expense for the year ended December 31, 2024 increased by $12.1 million or 9.6% to $138.2 million compared to $126.1 million for the year ended December 31, 2023. As a percentage of revenue, the depreciation expense increased to 1.7% of revenues, for the year ended December 31, 2024 compared to 1.6% for the year ended December 31, 2023. The depreciation charge has increased mainly due to additional investment in technology assets.
Amortization expense for the year ended December 31, 2024 decreased by $109.6 million or 23.8%, to $350.3 million, compared to $459.9 million for the year ended December 31, 2023. As a percentage of revenue, the amortization expense decreased to 4.3% for the year ended December 31, 2024, compared to 5.7% of revenue for the year ended December 31, 2023. The decrease in amortization is due to the order backlog and trade name intangible assets recognized in connection with the PRA merger amounting to $500.0 million and $202.0 million respectively as of the date of acquisition, becoming fully amortized on July 1, 2024.
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Restructuring, transaction and integration related expenses
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 2023 2025 vs 2024 2024 vs 2023
Transaction and integration related $ 25,269 $ 29,574 $ 44,176 $ (4,305) $ (14,602)
% of revenue (as restated) 0.3 % 0.4 % 0.6 % (14.6) % (33.1) %
Restructuring $ 79,069 $ 92,123 $ 45,390 $ (13,054) $ 46,733
% of revenue (as restated) 1.0 % 1.1 % 0.6 % (14.2) % 103.0 %
During the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company incurred $25.3 million, $29.6 million and $44.2 million respectively for transaction and integration related expenses. The charge includes costs associated with ongoing integration activities related to our recent acquisitions. Such costs include professional fees, legal costs and related integration costs.
The Company has also undertaken restructuring programs aimed at realigning its workforce as well as reviewing its global office footprint and optimizing its locations to best fit the requirements of the Company. These programs have resulted in a charge of $79.1 million, $92.1 million and $45.4 million in the years ended December 31, 2025, December 31, 2024 and December 31, 2023 respectively. The restructuring plans reflect workforce reductions of $74.6 million (December 31, 2024: $74.5 million and December 31, 2023: $34.1 million) and office consolidation programs to optimize the Company's office footprint of $4.5 million (December 31, 2024: $17.6 million and December 31, 2023: $11.3 million).
Impairments
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 2023 2025 vs 2024 2024 vs 2023
Goodwill impairment $ 364,248 $ — $ — $ 364,248 $ —
% of revenue 4.4 % — — NM NM
Impairment of non-financial assets $ 101,027 $ — $ — $ 101,027 $ —
% of revenue 1.2 % — — NM NM
During the year ended December 31, 2025, the Company recorded a goodwill impairment charge of $364.2 million (December 31, 2024: $nil and December 31, 2023: $nil) in the Consolidated Statements of Operations related to the Data Solutions reporting unit. This represented the entire balance of goodwill attributed to the Data Solutions reporting unit.
During 2025, an impairment indicator was identified specific to the Company's Data Solutions reporting unit that indicated the carrying amount of the Data Solutions reporting unit may not be recoverable. This indicator related to the Company’s revised expectations on the future performance of the reporting unit considering specific external market participant factors. As a result, the Company assessed the fair value of the Reporting Unit based on estimated future discounted cash flows and recorded an impairment charge.
This charge represents 4.4% of revenue for the year ending December 31, 2025. Impairment of non-financial assets of $101.0 million (December 31, 2024: $nil and December 31, 2023: $nil) was recorded related to property, plant and equipment and intangible assets in the Data Solutions reporting unit. This charge represents 1.2% of revenue for the year ending December 31, 2025.
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Income from operations
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 (As Restated) 2023 (As Restated) 2025 vs 2024 2024 vs 2023 (As Restated)
Income from operations $ 442,846 $ 1,032,384 $ 904,664 $ (589,538) $ 127,720
% of revenue 5.4 % 12.6 % 11.2 % (57.1) % 14.1 %
Income from operations decreased by $589.5 million, or 57.1%, to $442.8 million for the year ended December 31, 2025, compared to $1,032.4 million for the year ended December 31, 2024. As a percentage of revenue, income from operations decreased to 5.4% of revenues compared to 12.6% of revenues for year ended December 31, 2024. Excluding amortization of intangible assets and the non-cash impairment charges, income from operations decreased by $247.4 million, or 17.9%, to $1,135.3 million, compared to $1,382.7 million for the year ended December 31, 2024.
Income from operations for the year ended December 31, 2024 increased by $127.7 million, or 14.1% to $1,032.4 million, compared to $904.7 million for the year ended December 31, 2023. As a percentage of revenue, income from operations increased to 12.6% of revenues compared to 11.2% of revenues for year ended December 31, 2023. Excluding amortization of intangible assets, income from operations increased by $18.2 million, or 1.3%, to $1,382.7 million, compared to $1,364.5 million for the year ended December 31, 2023.
Excluding amortization of intangible assets and the non-cash impairment charges, income from operations in Ireland decreased to $691.4 million for the year ended December 31, 2025 compared to $850.5 million for the year ended December 31, 2024. For the year ended December 31, 2024, income from operations in Ireland, excluding amortization of intangible assets, increased to $850.5 million compared to $840.1 million for the year ended December 31, 2023. As a percentage of revenue, excluding amortization of intangible assets and the non-cash impairment charges, income from operations in Ireland decreased to 21.7% for the year ended December 31, 2025 compared to 31.5% for the year ended December 31, 2024. As a percentage of revenue, excluding amortization of intangible assets, income from operations decreased to 31.5% for the year ended December 31, 2024 compared to 36.2% for the year ended December 31, 2023.
In the Rest of Europe region, excluding amortization of intangible assets and the non-cash impairment charges, income from operations decreased to $158.9 million for the year ended December 31, 2025 compared to $215.6 million for the year ended December 31, 2024. For the year ended December 31, 2024, excluding amortization of intangible assets, income from operations increased to $215.6 million compared to $152.7 million for the year ended December 31, 2023. As a percentage of revenue, excluding amortization of intangible assets and the non-cash impairment charges, income from operations in the Rest of Europe region decreased to 10.0% for the year ended December 31, 2025 compared to 13.8% for the year ended December 31, 2024. As a percentage of revenue, excluding amortization of intangible assets, income from operations in the Rest of Europe region increased to 13.8% for the year ended December 31, 2024 compared to 9.7% for the year ended December 31, 2023.
In the U.S. region, excluding amortization of intangible assets and the non-cash impairment charges, income from operations decreased by $39.3 million, to $206.6 million for the year ended December 31, 2025, compared to $245.9 million for the year ended December 31, 2024. For the year ended December 31, 2024, excluding amortization of intangible assets, income from operations decreased to $245.9 million compared to $311.2 million for the year ended December 31, 2023. As a percentage of revenue, excluding amortization of intangible assets and the non-cash impairment charges, income from operations in the U.S. region was unchanged at 8.2% for the year ended December 31, 2025 compared to 8.2% for the year ended December 31, 2024. As a percentage of revenue, excluding amortization of intangible assets, income from operations in the U.S. region decreased to 8.2% for the year ended December 31, 2024 compared to 9.5% for the year ended December 31, 2023.
In other regions, excluding amortization of intangible assets and the non-cash impairment charges, income from operations increased by $7.7 million to $78.4 million for the year ended December 31, 2025 compared to $70.7 million for the year ended December 31, 2024. For the year ended December 31, 2024, excluding amortization of intangible assets, income from operations increased to $70.7 million compared to $60.5 million for the year ended December 31, 2023. As a percentage of revenue, excluding amortization of intangible assets and the non-cash impairment charges, income from operations in the other regions increased to 8.2% for the year ended December 31, 2025 compared to 7.5% for the year ended December 31, 2024. As a percentage of revenue, excluding amortization of intangible assets, income from operations in the other regions increased to 7.5% for the year ended December 31, 2024 compared to 6.8% for the year ended December 31, 2023.
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Interest income and expense
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 2023 2025 vs 2024 2024 vs 2023
Interest income $ 7,109 $ 8,609 $ 5,014 $ (1,500) (17.4) % $ 3,595 71.7 %
Interest expense $ (197,490) $ (237,237) $ (336,699) $ 39,747 (16.8) % $ 99,462 (29.5) %
Interest expense decreased to $197.5 million for the year ended December 31, 2025 compared to $237.2 million for the year ended December 31, 2024. The decrease in the period reflects significant repayments of the Company's loan facilities during 2024, the repricing of the senior secured term loan facility and senior secured revolving credit facility in March 2024, and the impact of reduced interest rates on the New Notes issued in May 2024. Interest income for the year ended December 31, 2025 decreased to $7.1 million, compared to $8.6 million for the year ended December 31, 2024.
Interest expense decreased to $237.2 million for the year ended December 31, 2024 compared to $336.7 million for the year ended December 31, 2023. The decrease in the period reflects significant repayments of the Company's loan facilities in 2023 and 2024, the repricing of the senior secured term loan facility and senior secured revolving credit facility in March 2024, the impact of reduced interest rates on the New Notes issued in May 2024 and the closure of the 2022 Swap and 2022 Caps. Interest income for the year ended December 31, 2024 increased to $8.6 million, compared to $5.0 million for the year ended December 31, 2023.
Income tax expense
Year Ended December 31, Year Ended December 31,
Change
(in thousands) 2025 2024 (As Restated) 2023 (As Restated) 2025 vs 2024 2024 vs 2023 (As Restated)
Income tax expense $ 23,126 $ 64,630 $ 18,388 $ (41,504) $ 46,242
Effective income tax rate 9.2 % 8.0 % 3.2 % 1.2 % 4.8 %
The Company’s effective tax rate for the year ended December 31, 2025 increased to 9.2% from 8.0% for the year ended December 31, 2024. The effective tax rate for the year ended December 31, 2024 was 8.0%, 4.8% higher than December 31, 2023 whereby the effective tax rate was 3.2%, this difference was primarily due to changes in various tax laws and the level of deferred tax benefit associated with the amortization of intangible assets.
Excluding the non-cash impairment charges of $465.3 million related to the Company's Data Solutions reporting unit and the tax credit for the same, the Company’s effective tax rate for the year ended December 31, 2025 was 9.2% in comparison to 8.0% for the year ended December 31, 2024.
Income tax expense decreased to $23.1 million for the year ended December 31, 2025 from $64.6 million for the year ended December 31, 2024 primarily due to the release of a deferred tax liability related to investments in foreign subsidiaries associated with unremitted earnings of $30.5 million, an increased level of deferred tax benefit associated with the amortization and impairments of intangible assets of $100.4 million (December 31, 2024: $48.3 million), and changes in various tax laws partially offset by the net release of provisions for uncertain tax positions during the year of $26.0 million, compared to a net release of provisions for uncertain tax positions in the year ended December 31, 2024 of $59.5 million. Income tax expense had increased to $64.6 million for the year ended December 31, 2024 compared to income tax expense of $18.4 million for the year ended December 31, 2023.
With the exception of the foregoing, the Company’s effective tax rate remains principally a function of the distribution of pre-tax profits amongst the territories in which it operates.
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B. Liquidity and Capital Resources
The CRO industry is generally not capital intensive. The Company’s principal operating cash needs are payment of salaries, office rents, travel expenditures and payments to investigators. Investing activities primarily reflect capital expenditures for facilities and information systems enhancements, the purchase and sale of short term investments and acquisitions. Financing activities primarily reflect the servicing of the Company's external debt and transactions pertaining to its ordinary shares.
The Company’s principal sources of cash are its existing cash and cash equivalents as well as cash generated from operations. In addition, the Company may from time to time supplement its liquidity through additional issuances of debt, the refinancing of existing indebtedness, borrowings under its revolving credit facility, or proceeds from the sale of assets or short-term investments, subject to prevailing market conditions.
The Company’s material cash requirements in the next 12 months include the repayment of $500 million in aggregate principal amount of 2026 Notes, which will mature on July 15, 2026 and the repayment of $750 million in aggregate principal amount of 2027 Notes, which will mature on May 8, 2027. On April 27, 2026, ICON Global Treasury Unlimited Company entered into the Bridge Secured Credit Facility for an aggregate principal amount of $500.0 million. The proceeds of the Bridge Secured Credit Facility may be used to discharge and repay in full the 2026 Notes. However, the Company may determine to repay the 2026 Notes through cash on hand or an alternative refinancing arrangement.
Our clinical research and development contracts are generally fixed price with some variable components and range in duration from a few weeks to several years. Revenue from contracts is generally recognized as income on the basis of the relationship between costs incurred and the total estimated contract costs. The cash flow from contracts typically consists of a down payment at the time the contract is entered into, with the balance paid in installments over the contract duration, in some cases on the achievement of certain milestones. Therefore, cash receipts do not correspond to costs incurred and revenue recognized on contracts. In the Company's opinion, working capital, together with the Company's available financing arrangements, including the Bridge Secured Credit Facility, is sufficient to meet the Company's present requirements, including the repayment of the 2026 Notes and 2027 Notes at maturity.
Cash and cash equivalents and net borrowings
Balance December 31, 2023 (Drawn down)/ repaid Net cash inflow/(outflow) Non-cash adjustments Effect of exchange rates Balance December 31, 2024
(in thousands)
Cash and cash equivalents 378,102 — 182,679 — (21,996) 538,785
Senior Secured Credit Facilities, 2026 Notes & New Notes (3,775,589) 360,283 12,679 (23,533) — (3,426,160)
Net cash and cash equivalents and borrowings (3,397,487) 360,283 195,358 (23,533) (21,996) (2,887,375)
Balance December 31, 2024 (Drawn down)/ repaid Net cash inflow/(outflow) Non-cash adjustments Effect of exchange rates Balance December 31, 2025
(in thousands)
Cash and cash equivalents 538,785 — 77,415 — 31,095 647,295
Senior Secured Credit Facilities, 2026 Notes & New Notes (3,426,160) 29,762 — (5,980) — (3,402,378)
Net cash and cash equivalents and borrowings (2,887,375) 29,762 77,415 (5,980) 31,095 (2,755,083)
Net cash and cash equivalents and borrowings is a useful measure that assists with understanding the Company’s liquidity and capital resources, which is relevant to the Company’s strategy. The Company’s cash and cash equivalents, at December 31, 2025 amounted to $647.3 million compared to $538.8 million at December 31, 2024 and $378.1 million at December 31, 2023.
Refer to Note 13. Bank credit lines, loan facilities and notes to the consolidated financial statements included in this Form 20-F and notes for details on the Company's outstanding debt. Refer to Note 15. Operating Leases to the consolidated financial statements included in this Form 20-F for further details on the Company's contractual liabilities for lease arrangements.
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Cash flows
Net cash from operating activities
Net cash provided by operating activities decreased by $250.5 million to $1,036.2 million for the year ended December 31, 2025 as compared to net cash provided by operating activities of $1,286.7 million for the year ended December 31, 2024. The decrease in net cash provided by operating activities of $250.5 million is primarily due to a decrease and change in mix of revenue, changes in working capital, which are discussed further below, in addition to restructuring outflows.
Net cash provided by operating activities increased by $125.7 million to $1,286.7 million for the year ended December 31, 2024 as compared to net cash provided by operating activities of $1,161.0 million for the year ended December 31, 2023. The increase in net cash provided by operating activities of $125.7 million is primarily due to changes in working capital, which are discussed further below, in addition to reduced interest and changes in timing of income tax payments, offset by restructuring outflows.
For the year ended December 31, 2025 the change in working capital is primarily attributable to a decrease in accounts receivable related cashflows of $440.8 million (as accounts receivable balances decreased in the year ended December 31, 2024 in comparison to an increase during the year ended December 31, 2025), offset by an improvement in unbilled revenue related cashflows of $131.1 million (as unbilled revenue balances increased during the years ended December 31, 2025 and December 31, 2024 - however not to the same extent in 2025) and an increase in unearned revenue cashflows of $165.3 million year on year (as unearned revenue balances decreased during the year ended December 31, 2024, in comparison to an increase during the year ended December 31, 2025). These changes result from differences in timing of revenue recognition, cash collection and billing on clinical trials.
For the year ended December 31, 2024 the change in working capital is primarily attributable to an increase in accounts receivable related cashflows of $390.0 million, a decrease in cash inflows from unbilled revenue of $310.5 million and a decrease in cash inflows from unearned revenue of $143.3 million. These changes result from differences in timing of revenue recognition, cash collection and billing on clinical trials.
The number of days’ revenue outstanding at December 31, 2025 was 44 days (December 31, 2024: 42 days (as restated), December 31, 2023: 46 days (as restated). A decrease in the number of days’ revenue outstanding during a period will result in cash inflows to the Company while an increase in days revenue outstanding will lead to cash outflows.
Cash generated from working capital and days’ revenue outstanding may be positively or negatively impacted by, amongst others, the scheduling of contractual milestones over a study or trial duration, the achievement of a particular milestone during the period, the timing of receipt of invoices from third parties for reimbursable costs and the timing of cash receipts from customers. Contract fees are generally payable in installments based on the achievement of certain performance targets or “milestones” (e.g. target patient enrollment rates, clinical testing sites initiated or case report forms completed), such milestones being specific to the terms of each individual contract, while revenues on contracts are recognized as contractual obligations are performed. Further, credit terms negotiated between the Company and its customers, and movement in exchange rates also impact cash inflows and days' revenue outstanding.
Net cash used in investing activities
Net cash used in investing activities was $187.5 million for the year ended December 31, 2025 compared to net cash used in investing activities of $266.8 million for the year ended December 31, 2024. Net cash used in investing activities for the year ended December 31, 2025 was primarily related to cash outflows of $174.2 million for capital expenditures made mainly relating to investment in facilities and IT infrastructure, and $10.8 million in relation to investments in equity.
Net cash used in investing activities was $266.8 million for the year ended December 31, 2024 compared to net cash used in investing activities of $226.7 million for the year ended December 31, 2023. Net cash used in investing activities for the year ended December 31, 2024 was primarily related to cash outflows of $168.1 million for capital expenditures made mainly relating to investment in facilities and IT infrastructure, $84.2 million in relation to the acquisitions of HumanFirst and KCR Group and $14.5 million in relation to investments in equity.
Net cash used in financing activities
Net cash used in financing activities amounted to $771.3 million for the year ended December 31, 2025 compared with net cash used in financing activities of $837.2 million for the year ended December 31, 2024. In the year ended December 31, 2025, the Company made a net repayment of $29.8 million on external financing (See the Consolidated Statements of Cash Flows and Note 13. Bank credit lines, loan facilities and notes to the consolidated financial statements included in this Form 20-F for further details). Further, the Company repurchased 4,504,330 ordinary shares for a total consideration of $750.0 million. These outflows were offset by $9.7 million received by the Company from the exercise of equity compensation.
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Net cash used in financing activities amounted to $837.2 million for the year ended December 31, 2024 compared with net cash used in financing activities of $844.0 million for the year ended December 31, 2023. In the year ended December 31, 2024, the Company made a net repayment of $360.3 million on external financing (See the Consolidated Statements of Cash Flows for further details). In addition, see Note 13. Bank credit lines, loan facilities and notes to the consolidated financial statements included in this Form 20-F for further details on the New Notes issued in May 2024 and the use of proceeds. Further, the Company repurchased 2,179,699 ordinary shares for a total consideration of $500.0 million. These outflows were offset by $36.2 million received by the Company from the exercise of equity compensation.
Net cash inflow
As a result of these cash flows, cash and cash equivalents increased by $108.5 million for the year ended December 31, 2025 compared to an increase of $160.7 million for the year ended December 31, 2024.
As a result of these cash flows, cash and cash equivalents increased by $160.7 million for the year ended December 31, 2024 compared to an increase of $89.3 million for the year ended December 31, 2023.
C. Research and development, patents and licenses
ICON plays a critical role in new drug development by undertaking activities in each of the different stages of the drug development process. Clinical trials result in an advancement in the field of medical science as they establish the safety and efficacy of new drugs, thus resolving scientific uncertainty. As one of a number of world leaders in clinical research and commercialization, ICON is a trusted partner for pharmaceutical and medical device companies in helping them to accelerate the development of drugs and devices that save lives and improve the quality of life. ICON's role in ensuring that the trial design is scientifically valid is a crucial part of the design and involves scientists, medical doctors and biostatisticians. ICON works with the sponsors in designing the conduct of the clinical research trial. ICON's role of conducting clinical trials is an integral part of the research and development process leading ultimately to a decision as to whether or not each drug is safe for human consumption, has the desired effect on targeted diseases and the best means of delivering that drug to the patient.
D. Trend information
Other than as disclosed elsewhere in this Form 20-F, we are not aware of any trends, uncertainties, demands, or commitments or events since December 31, 2025 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the reported financial information in this Form 20-F to be not necessarily indicative of future operating results or financial conditions.
E. Critical Accounting Estimates
Note 2 Summary of Significant Accounting Policies to the audited consolidated financial statements provided elsewhere in this Form 20-F describes the significant accounting policies used in the preparation of the consolidated financial statements. The preparation of our consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenues and expenses during the period. We base our estimates and judgments on historical experience and on the other factors that we believe are reasonable under current circumstances. Actual results may differ from these estimates if these assumptions prove to be incorrect or if conditions develop other than as assumed for the purposes of such estimates. The following is a discussion of the critical accounting estimates and judgments used by management. The application of these critical accounting estimates is discussed with the Audit Committee of the Board of Directors.
Revenue Recognition - Clinical Trial Services
Clinical trial services are 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. Where we have concluded that 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 project, 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. An assessment of the realizable contract value is judgmental in nature. The realizable value assessment is updated at each reporting period, having regard to (i) contract terms and (ii) customer experience.
Revenue is recognized on a percentage completion basis 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 (inclusive of third party costs) at each reporting period. Measurement of the progress towards completion involves judgment and estimation. Assessment of completion requires an evaluation of labor and related time cost incurred at the reporting date and third party costs incurred at the reporting date. The assessment of third party costs incurred (principally investigator costs) requires a review of activity performed and recorded by the third party services providers. The timing of payments to third parties in respect of cost incurred reflects invoicing by third parties. The timing difference between the activity performed and receipt of invoices from third parties may result in significant accrued amounts at the date of reporting periods.
The assessment of progress towards completion also requires an up to date evaluation of the forecast costs to complete in respect of these projects. Given the long-term nature of the clinical trials, and the complex nature of those trials, the forecast costs to complete (being internal direct costs and costs that will be incurred by third parties (principally investigators)) is judgmental. Forecast time (and related costs) is determined by reference to (i) contract terms (ii) expectations on future performance and (iii) past experience. Forecast third party costs to complete are determined by project by reference to (i) contract terms (ii) expectations on future performance and (iii) past experience.
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Recoverability of Goodwill and Long-Lived Assets
Goodwill
The Company assesses its goodwill for impairment annually or when events or circumstances indicate that the carrying amount of goodwill may be impaired. 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 choose to bypass the qualitative assessment for any reporting unit in its goodwill assessment and proceed directly to performing the quantitative assessment.
If the Company elects to perform a qualitative assessment, events and circumstances considered for each reporting unit may include: (i) current year results, (ii) financial performance versus management’s annual and multi-year strategic plans, (iii) changes in the reporting unit carrying value since prior year, (iv) industry and market conditions in which the reporting unit operates, (v) macroeconomic conditions, including discount rate changes, and (vi) changes in products or services offered by the reporting unit. Based on the results of the qualitative assessment, if the Company concludes that it is not more likely than not that the fair value of the reporting unit is less than its carrying values of the reporting unit, then no quantitative assessment is performed.
A quantitative assessment includes the estimation of the fair value of each reporting unit as compared to the carrying value of the reporting unit. The Company estimates the fair value of a reporting unit using both income-based and market-based valuation methods. The income-based approach is based on the reporting unit's forecasted future cash flows that are discounted to the present value using the reporting unit's weighted average cost of capital. For the market-based approach, the Company may utilize a number of factors such as publicly available information regarding the market capitalization of the Company as well as operating results, business plans, market multiples, and present value techniques. Based upon the range of estimated values developed from the income and market-based methods, the Company determines the estimated fair value for the reporting unit. If the estimated fair value of the reporting unit exceeds the carrying value, the goodwill is not impaired, and no further review is required.
The income-based fair value methodology requires management's assumptions and judgments regarding economic conditions in the markets in which the Company operates and conditions in the capital markets, many of which are outside of management's control. At the reporting unit level, fair value estimation requires management's assumptions and judgments regarding the effects of overall economic conditions on the specific reporting unit, along with assessment of the reporting unit's strategies and forecasts of future cash flows, terminal growth rates and discount rates.
Under the market-based fair value methodology, judgment may be required in evaluating market multiples and recent transactions.
The Company evaluates goodwill for impairment on an annual basis each year and upon the occurrence of a triggering event. In December 2025, the Company voluntarily changed its annual goodwill impairment testing date from September 30 to December 31 to align with the timing of the Company's annual budgeting process. Accordingly, management determined that the change in accounting principle is preferable under the circumstances. This change has been applied prospectively from December 31, 2025, as retrospective application is deemed impracticable due to the inability to objectively determine the assumptions and significant estimates used in earlier periods without the benefit of hindsight. This change was not material to the Company's consolidated financial statements as it did not delay, accelerate, or avoid any potential impairment charge.
During the year ended December 31, 2025, the Company recorded a total goodwill impairment charge of $364.2 million (December 31, 2024: $nil; December 31, 2023: $nil) in the Consolidated Statements of Operations related to the Data Solutions reporting unit. This represented the entire balance of goodwill attributed to the Data Solutions reporting unit.
Other long lived assets
The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable through future undiscounted cash flows. The amount of the impairment loss is the excess of the carrying amount of the impaired assets over the fair value of the assets based on estimated future discounted cash flows.
During 2025, an impairment indicator was identified specific to the Company's Data Solutions reporting unit that indicated the carrying amount of certain long-lived assets in the Data Solutions reporting unit may not be recoverable. This indicator related to the Company’s revised expectations on the future performance of the reporting unit considering specific external market participant factors. As a result, the Company assessed the fair value of certain long-lived assets based on estimated future discounted cash flows and recorded an impairment charge of $101.0 million in the Consolidated Statements of Operations.
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Taxation
Given the global nature of our business and the multiple taxing jurisdictions in which we operate, the determination of the Company’s provision for income taxes requires significant judgments and estimates, the ultimate tax outcome of which may not be certain. Although we believe our estimates are reasonable, the final outcome of these matters may be different than those reflected in our historical income tax provisions and accruals.
The provision for income taxes includes federal, state, local and foreign taxes. We apply 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. We account for the impact of Global Intangible Low-Taxed Income (“GILTI”) in the period it arises and therefore have not provided for deferred taxes in respect of this item. Recognition of deferred income tax assets is based on management’s belief that it is more likely than not that the income tax benefit associated with certain temporary differences, income tax operating loss, capital loss carryforwards, and income tax credits, will be realized. Deferred tax assets are reduced by a valuation allowance to the amount that is more likely than not to be realized. We recognize the effect of income tax positions only if those positions will more likely than not be sustained. We determined the amount of the valuation allowance based, in part, on our assessment of future taxable income and in light of our ongoing income tax strategies. If our estimate of future taxable income or tax strategies changes at any time in the future, we record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.
F. Summarized financial information of issuers and guarantors
In connection with the offering of the New Notes by one of our subsidiaries, ICON Investments Six Designated Activity Company (the “Issuer”), disclosures required by Rule 13-01 (a)(1) through (3) of Regulation S-X are provided below.
The New Notes are guaranteed on a senior secured basis by ICON and its existing and future wholly owned subsidiaries organized in the United States, Ireland and the Grand Duchy of Luxembourg (“Luxembourg”), in each case that guarantee the obligations under our Senior Secured Credit Facilities and the 2026 Notes (the “Subsidiary Guarantors” and, collectively with ICON, the “Guarantors”).
The New Notes are the senior secured obligations of the Issuer and the Guarantors and the New Notes rank equally in right of payment to all of the Issuer’s and Guarantors’ existing and future senior debt (including the Senior Secured Credit Facilities and the 2026 Notes) and senior in right of payment to all of the Issuer’s and Guarantors’ existing and future subordinated debt. The New Notes and the guarantees are secured on a first-lien basis by substantially all of the existing and future assets of the Issuer and the guarantors that also secure the Issuer’s and the guarantors’ obligations under the Senior Secured Credit Facilities and the 2026 Notes on a pari passu basis, subject to permitted liens, and the liens on the collateral securing the New Notes (the “Collateral”) rank equally in priority with the liens on the collateral securing borrowings and guarantees under the Senior Secured Credit Facilities, the 2026 Notes and any other future pari passu first lien indebtedness. The New Notes and the guarantees are effectively senior to any of the Issuer’s and the guarantors’ existing and future unsecured indebtedness to the extent of the value of the assets securing the New Notes and the guarantees. The New Notes and the guarantees are structurally subordinated to all existing and future indebtedness and other liabilities of ICON’s subsidiaries that will not guarantee the New Notes, which includes all of ICON’s subsidiaries organized outside the United States, Ireland and Luxembourg and any other subsidiaries that do not guarantee the Senior Secured Credit Facilities or the 2026 Notes.
The New Notes are, jointly and severally, unconditionally, guaranteed on a senior secured basis by ICON and its existing and future wholly owned subsidiaries organized in a covered jurisdiction that guarantee the obligations under the Senior Secured Credit Facilities and the 2026 Notes. The obligations of each Guarantor under its note guarantee are limited as necessary to prevent the relevant note guarantee from constituting a fraudulent conveyance, fraudulent transfer or unlawful financial assistance under applicable law, or otherwise to reflect limitations under applicable law. By virtue of these limitations, the obligations of a Guarantor under its note guarantee could be significantly less than amounts payable with respect to the notes of any series or a Guarantor may have effectively no obligations under its respective note guarantee. ICON may, at any time, cause a subsidiary to become a Guarantor by executing and delivering a supplemental indenture providing for the guarantee of payment of the applicable series of notes by such subsidiary on the basis provided in the applicable indenture.
Any Guarantor will be automatically and unconditionally released from all obligations under its note guarantee, and such note guarantee shall thereupon terminate and be discharged and of no further force and effect:
•concurrently with any sale, exchange, disposition or transfer (by merger or otherwise) described in the preliminary prospectus supplement for the offering of New Notes, of any capital stock, or all or substantially all assets of such Guarantor following which such Guarantor is no longer a subsidiary of ICON or ceases to be organized in a covered jurisdiction;
•as to all Guarantors (other than ICON), at the time of any collateral release event;
•upon legal defeasance, covenant defeasance or satisfaction and discharge of the indenture governing the New Notes;
•upon the merger, amalgamation or consolidation of any Guarantor into ICON, the Issuer or another Guarantor or upon the liquidation, dissolution or winding up of such Guarantor;
•the release of such Guarantor from its guarantee under the Senior Secured Credit Facilities (except in the case of a release from the repayment in full of the Senior Secured Credit Facilities); or
•upon such Guarantor becoming an excluded subsidiary.
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Summarized Combined Financial Information
Summarized financial information (the “SFI”), as defined under Rule 1-02 (bb) of Regulation S-X, is provided below for the Issuer and Guarantor entities, collectively, the “Obligor Group” as of December 31, 2025 and for the year ended December 31, 2025. The SFI is presented on a combined basis with intercompany transactions and balances among the entities included in the Obligor Group eliminated. The Obligor Group SFI excludes investments in non-guarantor entities.
(Unaudited)
Year Ended December 31, 2025
(in thousands)
Revenue $ 7,458,182
Total costs and expenses (a) 6,904,067
Income from operations (a) 554,115
Net income (a) (b) $ 697,416
(a) Includes amortization of intangible assets of $218.9 million and Impairment of non-financial assets of $101.0 million for the year ended December 31, 2025.
(b) Includes net intercompany interest expense of $40.0 million for the year ended December 31, 2025.
(Unaudited)
Year Ended December 31, 2025
(in thousands)
Current assets $ 2,747,172
Non-current assets (c) 60,744,796
Intercompany receivables 1,373,556
Total assets $ 64,865,524
Current liabilities $ 2,609,722
Non-current liabilities 3,682,199
Intercompany payables 2,972,684
Total liabilities $ 9,264,605
(c) Non-current assets include each Guarantor's investment in Obligor Group subsidiaries, on a combined aggregated basis.
In the context of security for the New Notes, the combined financial information of entities whose securities are pledged as collateral (the “Pledgor Group”) was determined to be materially consistent with the consolidated financial information of the ICON group (ICON and all of its subsidiaries) for the periods presented above, and as such, summarized combined financial information has not been presented for the Pledgor Group.
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