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Item 1. Financial Statements

2025-07-22 compared with 2025-05-06 · 124 added, 78 removed, 468 unchanged (30% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions, except per share data) 2025 2024 2025 2024

8 unchanged sentences

Loss on extinguishment of debt — — 4 —

Other expense, net 15 11

Income before income taxes and equity in losses of unconsolidated affiliates 323 340

Other expense (income), net 11 ( 67 ) 26 ( 56 )

Income before income taxes and equity in (losses) earnings of unconsolidated affiliates 323 436 646 776

Income tax expense 56 75 117 124

Income before equity in losses of unconsolidated affiliates 262 291

Equity in losses of unconsolidated affiliates ( 13 ) ( 3 )

Income before equity in (losses) earnings of unconsolidated affiliates 267 361 529 652

Equity in (losses) earnings of unconsolidated affiliates ( 1 ) 2 ( 14 ) ( 1 )

Net income $ 266 $ 363 $ 515 $ 651

9 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Unrealized (losses) gains on derivative instruments, net of income tax (benefit) expense of $( 1 ),$ 4 ,$( 6 ),$ 16

Defined benefit plan adjustments, net of income tax expense of $ — , $ —

( 4 ) 15 ( 21 ) 49

Defined benefit plan adjustments, net of income tax (benefit) expense of $( 1 ), $ — ,$( 1 ),$ —

Foreign currency translation, net of income tax (benefit) expense of $( 93 ),$ 13 ,$( 139 ),$ 50

102 ( 42 ) 181 ( 111 )

Reclassification adjustments:

Reclassifications on derivative instruments included in net income, net of income tax (expense) of $( 1 ),$( 4 ),$( 1 ),$( 7 )

( 2 ) ( 11 ) ( 1 ) ( 20 )

Comprehensive income $ 362 $ 325 $ 671 $ 569

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except per share data) March 31, 2025 December 31, 2024

(in millions, except per share data) June 30, 2025 December 31, 2024

Current assets:

30 unchanged sentences

Stockholders’ equity:

Common stock and additional paid-in capital, 400.0 shares authorized as of March 31, 2025 and December 31, 2024, $ 0.01 par value, 258.5 shares issued and 174.1 shares outstanding as of March 31, 2025;

Common stock and additional paid-in capital, 400.0 shares authorized as of June 30, 2025 and December 31, 2024, $ 0.01 par value, 258.5 shares issued and 170.0 shares outstanding as of June 30, 2025;

258.2 shares issued and 176.1 shares outstanding as of December 31, 2024

1 unchanged sentence

Retained earnings 6,580 6,065

Treasury stock, at cost, 84.4 and 82.1 shares as of March 31, 2025 and December 31, 2024, respectively

Treasury stock, at cost, 88.5 and 82.1 shares as of June 30, 2025 and December 31, 2024, respectively

( 11,145 ) ( 10,103 )

8 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

(in millions) 2025 2024

6 unchanged sentences

Losses from unconsolidated affiliates 14 1

Loss (gain) on investments, net 1 ( 12 )

Gain on investments, net ( 16 ) ( 12 )

Benefit from deferred income taxes ( 86 ) ( 80 )

6 unchanged sentences

Acquisition of businesses, net of cash acquired ( 315 ) ( 221 )

Sales (purchases) of marketable securities, net 2 ( 1 )

Sales of marketable securities, net 2 —

Investments in unconsolidated affiliates, net of payments received ( 27 ) ( 49 )

Investments in debt and equity securities ( 19 ) ( 2 )

Proceeds from sale of property, equipment and software — 25

Net cash used in investing activities ( 651 ) ( 535 )

8 unchanged sentences

Contingent consideration and deferred purchase price payments ( 20 ) ( 10 )

Other ( 11 ) —

Net cash used in financing activities ( 113 ) ( 366 )

20 unchanged sentences

Balance, March 31, 2025 258.5 ( 84.4 ) 3 11,170 6,314 ( 10,532 ) ( 978 ) 8 5,985

Issuance of common stock — — — — — — — — —

Repurchase of common stock, net of tax — ( 4.1 ) — — — ( 613 ) — — ( 613 )

Stock-based compensation — — — 52 — — — — 52

Net income — — — — 266 — — — 266

Unrealized gains on derivative instruments, net of tax — — — — — — ( 4 ) — ( 4 )

Foreign currency translation, net of tax — — — — — — 102 — 102

Reclassification adjustments, net of tax — — — — — — ( 2 ) — ( 2 )

Balance, June 30, 2025 258.5 ( 88.5 ) $ 3 $ 11,222 $ 6,580 $ ( 11,145 ) $ ( 882 ) $ 8 $ 5,786

(in millions) Common Stock Shares Treasury Stock Shares Common Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive (Loss) Income Noncontrolling

8 unchanged sentences

Balance, March 31, 2024 257.9 ( 75.7 ) 3 11,013 4,980 ( 8,741 ) ( 911 ) — 6,344

Issuance of common stock 0.1 — — 1 — — — — 1

Stock-based compensation — — — 44 — — — — 44

Net income — — — — 363 — — — 363

Unrealized gains on derivative instruments, net of tax — — — — — — 15 — 15

Foreign currency translation, net of tax — — — — — — ( 42 ) — ( 42 )

Reclassification adjustments, net of tax — — — — — — ( 11 ) — ( 11 )

Balance, June 30, 2024 258.0 ( 75.7 ) $ 3 $ 11,058 $ 5,343 $ ( 8,741 ) $ ( 949 ) $ — $ 6,714

The accompanying notes are an integral part of these condensed consolidated financial statements.

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The new guidance was effective for the Company in the annual period beginning January 1, 2024, and in 2025 for interim periods.

The adoption of this new accounting guidance for the annual period beginning January 1, 2024, and for the three months ended March 31, 2025, did not have a material effect on the Company's disclosures within the consolidated financial statements.

Accounting pronouncements issued but not adopted as of March 31, 2025

The adoption of this new accounting guidance for the annual period beginning January 1, 2024, and for the three and six months ended June 30, 2025, did not have a material effect on the Company's disclosures within the consolidated financial statements.

Accounting pronouncements issued but not adopted as of June 30, 2025

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

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Revenues by Geography, Concentration of Credit Risk and Remaining Performance Obligations

The following tables represent revenues by geographic region and reportable segment for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31, 2025

The following tables represent revenues by geographic region and reportable segment for the three and six months ended June 30, 2025 and 2024:

Three Months Ended June 30, 2025

(in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total

3 unchanged sentences

Total revenues $ 1,628 $ 2,201 $ 188 $ 4,017

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

(in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total

3 unchanged sentences

Total revenues $ 1,495 $ 2,147 $ 172 $ 3,814

No individual customer represented 10% or more of consolidated revenues for the three months ended March 31, 2025 or 2024.

Six Months Ended June 30, 2025

(in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total

Americas $ 1,613 $ 1,991 $ 138 $ 3,742

Europe and Africa 1,263 1,089 113 2,465

Asia-Pacific 298 1,223 118 1,639

Total revenues $ 3,174 $ 4,303 $ 369 $ 7,846

Six Months Ended June 30, 2024

(in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Total

Americas $ 1,526 $ 2,000 $ 139 $ 3,665

Europe and Africa 1,131 1,092 112 2,335

Asia-Pacific 291 1,150 110 1,551

Total revenues $ 2,948 $ 4,242 $ 361 $ 7,551

No individual customer represented 10% or more of consolidated revenues for the three and six months ended June 30, 2025 or 2024.

Transaction Price Allocated to the Remaining Performance Obligations

As of March 31, 2025, approximately $ 34.9 billion of revenues are expected to be recognized in the future from remaining performance obligations.

As of June 30, 2025, approximately $ 34.6 billion of revenues are expected to be recognized in the future from remaining performance obligations.

The Company expects to recognize revenues on approximately 30 % of these remaining performance obligations over the next twelve months , on approximately 85 % over the next five years, with the balance recognized thereafter.

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Trade accounts receivables and unbilled services consist of the following:

(in millions) March 31, 2025 December 31, 2024

(in millions) June 30, 2025 December 31, 2024

Trade accounts receivable $ 1,485 $ 1,390

4 unchanged sentences

Unbilled services and unearned income were as follows:

(in millions) March 31, 2025 December 31, 2024 Change

(in millions) June 30, 2025 December 31, 2024 Change

Unbilled services $ 1,896 $ 1,856 $ 40

1 unchanged sentence

Net balance $ ( 227 ) $ 77 $ ( 304 )

Unbilled services, which is comprised of approximately 69 % of unbilled receivables and 31 % of contract assets as of March 31, 2025 and December 31, 2024, increased by $ 40 million as compared to December 31, 2024.

Unbilled services, which is comprised of approximately 68 % and 69 % of unbilled receivables and 32 % and 31 % of contract assets as of June 30, 2025 and December 31, 2024, increased by $ 40 million as compared to December 31, 2024.

Contract assets are unbilled services for which invoicing is based on the timing of certain milestones related to service contracts for clinical research whereas unbilled receivables are billable upon the passage of time.

Unearned income increased by $ 161 million over the same period resulting in a decrease of $ 121 million in the net balance of unbilled services and unearned income between March 31, 2025 and December 31, 2024.

Unearned income increased by $ 344 million over the same period resulting in a decrease of $ 304 million in the net balance of unbilled services and unearned income between June 30, 2025 and December 31, 2024.

The change in the net balance is driven by the difference in timing of revenue recognition in accordance with Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers , primarily related to the Company’s Research & Development Solutions contracts (which is based on the percentage of costs incurred) versus the timing of invoicing, which is based on certain milestones.

The majority of the unearned income balance as of the beginning of the year is expected to be recognized in revenues during the year ended December 31, 2025.

Bad debt expense recognized on the Company’s trade accounts receivable was immaterial for the three months ended March 31, 2025 and 2024.

Bad debt expense recognized on the Company’s trade accounts receivable was immaterial for the three and six months ended June 30, 2025 and 2024.

Accounts Receivable Factoring Arrangements

The Company has accounts receivable factoring agreements to sell certain eligible unsecured trade accounts receivable, either based on automatic arrangements or at its option, without recourse, to unrelated third-party financial institutions for cash.

During the three months ended March 31, 2025, through its accounts receivable factoring arrangements that the Company utilizes most frequently, the Company factored approximately $ 167 million of customer invoices on a non-recourse basis and received approximately $ 166 million in cash proceeds from the sales.

During the three months ended March 31, 2024, through these same accounts receivable factoring arrangements, the Company factored approximately $ 211 million of customer invoices on a non-recourse basis and received approximately $ 206 million in cash proceeds from the sales.

During the six months ended June 30, 2025, through its accounts receivable factoring arrangements that the Company utilizes most frequently, the Company factored approximately $ 330 million of customer invoices on a non-recourse basis and received approximately $ 327 million in cash proceeds from the sales.

During the six months ended June 30, 2024, through these same accounts receivable factoring arrangements, the Company factored approximately $ 380 million of customer invoices on a non-recourse basis and received approximately $ 370 million in cash proceeds from the sales.

The fees associated with these transactions were immaterial.

The Company has other accounts receivable arrangements for which the activity associated with them is immaterial.

The following is a summary of goodwill by reportable segment for the three months ended March 31, 2025:

The following is a summary of goodwill by reportable segment for the six months ended June 30, 2025:

(in millions) Technology & Analytics Solutions Research & Development Solutions Contract Sales & Medical Solutions Consolidated

2 unchanged sentences

Impact of foreign currency fluctuations and other 632 29 4 665

Balance as of March 31, 2025 $ 12,265 $ 2,615 $ 147 $ 15,027

Balance as of June 30, 2025 $ 12,746 $ 2,716 $ 149 $ 15,611

The fair values of the Company’s derivative instruments and the line items on the accompanying condensed consolidated balance sheets to which they were recorded are summarized in the following table:

(in millions) Balance Sheet Classification March 31, 2025 December 31, 2024

(in millions) Balance Sheet Classification June 30, 2025 December 31, 2024

Assets Liabilities Notional Assets Liabilities Notional

1 unchanged sentence

Interest rate swaps Other current liabilities $ — $ 45 $ 2,478 $ — $ 5 $ 2,485

Cross-currency swaps Other assets and other current liabilities — 94 2,731 39 — 2,735

Cross-currency swaps Other current liabilities and other assets — 361 2,728 39 — 2,735

Foreign exchange forward contracts Other current assets and other current liabilities 9 — 93 — 2 108

1 unchanged sentence

The pre-tax effect of the Company’s cash flow hedging instruments on other comprehensive income is summarized in the following table:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

2 unchanged sentences

Total $ ( 8 ) $ 4 $ ( 29 ) $ 38

The Company expects approximately $ 7 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate derivatives included in accumulated other comprehensive (loss) income (“AOCI”) as of March 31, 2025 to be reclassified into earnings within the next twelve months.

For the three months ended March 31, 2025 and 2024, the total amount, net of income taxes, of the cash flow hedge effect on the accompanying condensed consolidated statements of income was $( 1 ) million and $ 9 million, respectively.

During the three months ended March 31, 2025, the Company terminated its existing cross-currency swap agreements and entered into new cross-currency swap agreements for the same purpose and with substantially similar terms as the previous swaps.

The Company expects approximately $ 13 million of pre-tax unrealized gains related to its foreign exchange contracts and interest rate derivatives included in accumulated other comprehensive (loss) income (“AOCI”) as of June 30, 2025 to be reclassified into earnings within the next twelve months.

For the three and six months ended June 30, 2025 and 2024, the total amount, net of income taxes, of the cash flow hedge effect on the accompanying condensed consolidated statements of income was $ 2 million and $ 11 million, and $ 1 million and $ 20 million, respectively.

During the six months ended June 30, 2025, the Company terminated its existing cross-currency swap agreements and entered into new cross-currency swap agreements for the same purpose and with substantially similar terms as the previous swaps.

The new $ 1,250 million swaps expire in February 2029 at the time of the senior secured notes to which they are related, and the Company will receive semiannual interest payments on February 1 and August 1 from the counterparties based on a fixed interest rate until maturity of these agreements.

The new $ 1,485 million swaps expire in January 2031 at the time of the term loans to which they are related, and the Company will receive quarterly interest payments from the counterparties based on a fixed interest rate until maturity of these agreements.

The notional amount of these swaps will decrease over time in connection with the related term loans.

The notional amount of the $ 1,485 million swaps will decrease over time in connection with the related term loans.

The Company designated these new swap agreements as a hedge of its net investment in certain foreign subsidiaries.

As of March 31, 2025 and 2024, the Company's cross-currency swaps were designated as a hedge of its net investment in certain foreign subsidiaries.

For the three months ended March 31, 2025 and 2024, the Company recorded a $( 133 ) million loss and $ 56 million gain, respectively, within AOCI as a result of these cross-currency swaps.

The Company recognized approximately $ 12 million and $ 9 million related to the excluded component as a reduction of interest expense for the three months ended March 31, 2025 and 2024, respectively.

As of March 31, 2025, the portion of the Company's foreign currency denominated debt balance (net of original issue discount) designated as a hedge of its net investment in certain foreign subsidiaries totaled € 2,554 million ($ 2,764 million).

The amount of foreign exchange (losses) gains related to the net investment hedge included in the cumulative translation adjustment component of AOCI for the three months ended March 31, 2025 and 2024 was $( 144 ) million and $ 68 million, respectively.

As of June 30, 2025, the Company's cross-currency swaps were designated as a hedge of its net investment in certain foreign subsidiaries.

For the six months ended June 30, 2025 and 2024, the Company recorded a $( 400 ) million loss and $ 107 million gain, respectively, within AOCI as a result of these cross-currency swaps.

For the three and six months ended June 30, 2025 and 2024, the Company recognized approximately $ 11 million and $ 9 million, and $ 23 million and $ 18 million, respectively, related to the excluded component as a reduction of interest expense.

As of June 30, 2025, the portion of the Company's foreign currency denominated debt balance (net of original issue discount) designated as a hedge of its net investment in certain foreign subsidiaries totaled € 2,665 million ($ 3,130 million).

The amount of foreign exchange (losses) gains related to the net investment hedge included in the cumulative translation adjustment component of AOCI for the six months ended June 30, 2025 and 2024 was $( 390 ) million and $ 88 million, respectively.

Fair Value Measurements

10 unchanged sentences

This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values as of March 31, 2025 and December 31, 2024 due to their short-term nature.

As of March 31, 2025 and December 31, 2024, the fair value of total debt was $ 14,276 million and $ 13,966 million, respectively, as determined under Level 2 measurements for these financial instruments.

The carrying values of cash, cash equivalents, accounts receivable and accounts payable approximated their fair values as of June 30, 2025 and December 31, 2024 due to their short-term nature.

As of June 30, 2025 and December 31, 2024, the fair value of total debt was $ 15,619 million and $ 13,966 million, respectively, as determined under Level 2 measurements for these financial instruments.

Recurring Fair Value Measurements

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured and reported at fair value on a recurring basis as of March 31, 2025:

The following table summarizes the fair value of the Company’s financial assets and liabilities that are measured and reported at fair value on a recurring basis as of June 30, 2025:

(in millions) Level 1 Level 2 Level 3 Total

21 unchanged sentences

Assumptions used to estimate the fair value of contingent consideration include various financial metrics (revenues performance targets and operating forecasts) and the probability of achieving the specific targets.

Based on the assessments of the probability of achieving specific targets, as of March 31, 2025 the Company has accrued approximately 84 % of the maximum contingent consideration payments that could potentially become payable.

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the three months ended March 31, 2025:

Based on the assessments of the probability of achieving specific targets, as of June 30, 2025 the Company has accrued approximately 77 % of the maximum contingent consideration payments that could potentially become payable.

The following table summarizes the changes in Level 3 financial assets and liabilities measured on a recurring basis for the six months ended June 30, 2025:

(in millions) Contingent Consideration

3 unchanged sentences

Revaluations included in earnings and foreign currency translation adjustments ( 1 )

Balance as of March 31, 2025 $ 106

Balance as of June 30, 2025 $ 105

The current portion of contingent consideration is included within accrued expenses and the long-term portion is included within other liabilities on the accompanying condensed consolidated balance sheets.

2 unchanged sentences

Non-recurring Fair Value Measurements

As of March 31, 2025, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled $ 19,882 million and were identified as Level 3.

As of June 30, 2025, assets carried on the balance sheet and not remeasured to fair value on a recurring basis totaled $ 20,580 million and were identified as Level 3.

These assets are comprised of debt investments and cost and equity method investments of $ 373 million, goodwill of $ 15,611 million and other identifiable intangibles, net of $ 4,596 million.

Credit Arrangements

The following is a summary of the Company’s revolving credit facilities as of March 31, 2025:

The following is a summary of the Company’s revolving credit facilities as of June 30, 2025:

Interest Rates

$ 2,000 million (revolving credit facility)

Dollar Term SOFR plus a margin of 1.25 % plus a 10 basis credit spread adjustment as of March 31, 2025

Dollar Term SOFR plus a margin of 1.25 % plus a 10 basis credit spread adjustment as of June 30, 2025

$ 110 million (receivables financing facility)

Dollar Term SOFR plus a margin of 1.00 % plus a 10 basis credit spread adjustment as of March 31, 2025

Dollar Term SOFR plus a margin of 1.00 % plus a 10 basis credit spread adjustment as of June 30, 2025

The following table summarizes the Company’s debt at the dates indicated:

(dollars in millions) March 31, 2025 December 31, 2024

(dollars in millions) June 30, 2025 December 31, 2024

Revolving Credit Facility due 2026:

1 unchanged sentence

Dollar Term SOFR at average floating rates of — %

$ 1,100 $ 825

Senior Secured Credit Facilities:

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Dollar denominated

6.250 % Senior Notes due 2032—U.S.

Dollar denominated

2.875 % Senior Notes due 2025—Euro denominated

11 unchanged sentences

Long-term debt $ 14,177 $ 12,838

Contractual maturities of long-term debt as of March 31, 2025 are as follows:

Contractual maturities of long-term debt as of June 30, 2025 are as follows:

(in millions)

7 unchanged sentences

In connection with this Amendment, we recognized a $ 4 million loss on extinguishment of debt, which includes fees and related expenses.

As of March 31, 2025, the Company’s Fifth Amended and Restated Credit Agreement provided financing through several senior secured credit facilities of up to $ 6,511 million, which consisted of $ 5,616 million principal amounts of debt outstanding (as detailed in the table above), and $ 895 million of available borrowing capacity on the $ 2,000 million revolving credit facility and standby letters of credit.

As of June 30, 2025, the Company’s Fifth Amended and Restated Credit Agreement provided financing through several senior secured credit facilities of up to $ 6,491 million, which consisted of $ 4,496 million principal amounts of debt outstanding (as detailed in the table above), and $ 1,995 million of available borrowing capacity on the $ 2,000 million revolving credit facility and standby letters of credit.

The revolving credit facility is comprised of a $ 1,175 million senior secured revolving facility available in U.S.

2 unchanged sentences

dollars and Yen.

On June 4, 2025, IQVIA Inc.

(the “Issuer”), a wholly owned subsidiary of the Company, completed the issuance and sale of $ 2,000 million in gross proceeds of 6.250 % senior notes due 2032 (the “Senior Notes”).

The Senior Notes were issued pursuant to an Indenture, dated June 4, 2025, among the Issuer, U.S.

Bank Trust Company, National Association, as trustee of the Senior Notes, and certain subsidiaries of the Issuer as guarantors.

The net proceeds from the notes offering were used to repay existing borrowings under the Company’s revolving credit facility and to pay fees and expenses related to the Senior Notes offering, with any excess proceeds used for general corporate purposes.

The Senior Notes are unsecured obligations of the Company, will mature on June 1, 2032, unless earlier repurchased or redeemed in accordance with their terms, and bear interest at the rate of 6.250 % per year, with interest payable semi-annually on June 1 and December 1 of each year, beginning on December 1, 2025.

The Company may redeem the Senior Notes prior to their final stated maturity, subject to a customary make-whole premium, at any time prior to June 1, 2028 (subject to a customary “equity claw” redemption right) and thereafter subject to a redemption premium declining from 3.125 % to 0.000 %.

Restrictive Covenants

2 unchanged sentences

The Company’s long-term debt arrangements contain other usual and customary restrictive covenants that, among other things, place limitations on the Company’s ability to declare dividends.

As of March 31, 2025, the Company was in compliance in all material respects with the financial covenants under the Company’s financing arrangements .

As of June 30, 2025, the Company was in compliance in all material respects with the financial covenants under the Company’s financing arrangements .

Contingencies

28 unchanged sentences

The Company is authorized to issue 1.0 million shares of preferred stock, $ 0.01 per share par value.

No shares of preferred stock were issued or outstanding as of March 31, 2025 or December 31, 2024.

No shares of preferred stock were issued or outstanding as of June 30, 2025 or December 31, 2024.

Equity Repurchase Program

1 unchanged sentence

The Repurchase Program does not obligate the Company to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.

During the three months ended March 31, 2025, the Company repurchased 2.3 million shares of its common stock for $ 425 million under the Repurchase Program.

These amounts include 0.3 million of shares valued at $ 50 million, which were accrued for as of March 31, 2025 based on when the trade and settlement dates occurred.

As of March 31, 2025, inclusive of the accrued amounts, the Company had remaining authorization to repurchase up to $ 2,588 million of its common stock under the Repurchase Program.

During the six months ended June 30, 2025, the Company repurchased 6.4 million shares of its common stock for $ 1,032 million under the Repurchase Program.

As of June 30, 2025, the Company had remaining authorization to repurchase up to $ 1,981 million of its common stock under the Repurchase Program.

In addition, from time to time, the Company has repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.

Business Combinations

The Company completed individually and in the aggregate immaterial acquisitions during the three months ended March 31, 2025.

Additionally, during the quarter the Company gained a controlling interest in, and therefore consolidated, an entity in which it previously held an investment in an unconsolidated affiliate.

The Company completed individually and in the aggregate immaterial acquisitions during the six months ended June 30, 2025.

Additionally, the Company gained a controlling interest in, and therefore consolidated, an entity in which it previously held an investment in an unconsolidated affiliate.

The fair value of the net assets acquired through this step acquisition are included in the totals presented below, and the related fair value of noncontrolling interests of $ 8 million is reflected within the accompanying condensed consolidated financial statements.

5 unchanged sentences

The following table provides certain preliminary financial information for these acquisitions:

(in millions) March 31, 2025

(in millions) June 30, 2025

Assets acquired:

10 unchanged sentences

The following table provides a summary of the preliminary estimated fair value of certain intangible assets acquired:

(in millions) Amortization Period March 31, 2025

(in millions) Amortization Period June 30, 2025

Other identifiable intangibles:

2 unchanged sentences

Trade names 3 - 5 years 3

Software and related assets 3 years 3

Non-compete agreements 2 - 5 years 2

10 unchanged sentences

Foreign currency translation and other 2

Balance as of March 31, 2025 $ 28

Balance as of June 30, 2025 $ 34

The reversals were due to changes in estimates primarily resulting from the redeployment of staff and higher than expected voluntary terminations.

Restructuring costs are not allocated to the Company’s reportable segments as they are not part of the segment performance measures regularly reviewed by management.

The Company expects that the majority of the restructuring accruals as of March 31, 2025 will be paid in 2025 and 2026.

The Company's effective income tax rate was 18.9 % and 14.4 % in the first quarter of 2025 and 2024, respectively.

The effective income tax rate in the first quarter of 2025 and 2024 was favorably impacted due to changes in the geographical mix of earnings amongst the United States and foreign tax jurisdictions.

The effective income tax rate in the first quarter of 2024 was also favorably impacted by $ 9 million, as a result of excess tax benefits recognized upon settlement of share-based compensation awards.

The effective income tax rate in the first quarter of 2025 was unfavorably impacted by $ 3 million of tax expense recognized upon settlement of share-based compensation awards.

The Company expects that the majority of the restructuring accruals as of June 30, 2025 will be paid in 2025 and 2026.

The Company's effective income tax rate was 17.3 % and 17.2 % in the second quarter of 2025 and 2024, respectively.

The Company's effective income tax rate was 18.1 % and 16.0 % in the first six months of 2025 and 2024, respectively.

The effective income tax rate in the second quarter and in the first six months of 2025 and 2024 was favorably impacted due to changes in the geographical mix of earnings amongst the United States and foreign tax jurisdictions.

The effective income tax rate in the second quarter and in the first six months of 2024 was also favorably impacted by $ 3 million and $ 12 million, respectively, as a result of excess tax benefits recognized upon settlement of share-based compensation awards.

The effective income tax rate in the second quarter and in the first six months of 2025 was unfavorably impacted by $ 0 million and $ 3 million, respectively, of tax expense recognized upon settlement of share-based compensation awards.

On July 4, 2025, the U.S.

government enacted the One Big Beautiful Bill Act ("OBBBA"), which includes several changes to U.S.

federal income tax law, including the temporary and permanent extension, of expiring provisions of the Tax Cuts and Jobs Act of 2017.

The Company is assessing these impacts on its consolidated financial statements.

On December 12, 2022, the European Union member states agreed to implement the Organization for Economic Cooperation and Development’s (“OECD”) Pillar Two global corporate minimum tax rate of 15% on companies with revenues of at least €750 million, which went into effect in 2024.

The Company has continued to evaluate the effect of this through the first quarter of 2025 and determined that it did not have any material impacts for the current year.

The Company has continued to evaluate the effect of this through the second quarter of 2025 and determined that it did not have any material impacts for the current year.

The Company will continue to assess the impact of this proposal as countries are actively considering changes to their tax laws to adopt certain parts of the OECD's proposal.

5 unchanged sentences

Reclassification adjustments — ( 2 ) — 1 ( 1 )

Balance as of March 31, 2025 $ ( 1,059 ) $ ( 26 ) $ 12 $ 95 $ ( 978 )

Balance as of June 30, 2025 $ ( 1,050 ) $ ( 34 ) $ 11 $ 191 $ ( 882 )

Below is a summary of the adjustments for amounts reclassified from AOCI into the condensed consolidated statements of income and the affected financial statement line item:

(in millions) Affected Financial Statement Line Item Three Months Ended March 31,

(in millions) Affected Financial Statement Line Item Three Months Ended June 30, Six Months Ended June 30,

2025 2024 2025 2024

Derivative instruments:

17 unchanged sentences

The Company’s reportable segment information is presented below:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions) 2025 2024 2025 2024

25 unchanged sentences

Loss on extinguishment of debt — — 4 —

Other expense, net 15 11

Income before income taxes and equity in losses of unconsolidated affiliates $ 323 $ 340

Other expense (income), net 11 ( 67 ) 26 ( 56 )

Income before income taxes and equity in (losses) earnings of unconsolidated affiliates $ 323 $ 436 $ 646 $ 776

Earnings Per Share

The following table presents the computation of basic and diluted earnings per share:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in millions, except per share data) 2025 2024 2025 2024

8 unchanged sentences

Performance awards are included in diluted earnings per share based on if the performance targets have been met at the end of the reporting period.

For the three months ended March 31, 2025 and 2024, the weighted average number of outstanding stock-based awards not included in the computation of diluted earnings per share because they are subject to performance conditions that have not been met at the end of the reporting period or the effect of including such stock-based awards in the computation would be anti-dilutive was 2.2 million and 0.8 million, respectively.

For the three and six months ended June 30, 2025 and 2024, the weighted average number of outstanding stock-based awards not included in the computation of diluted earnings per share because they are subject to performance conditions that have not been met at the end of the reporting period or the effect of including such stock-based awards in the computation would be anti-dilutive was 3.6 million and 1.1 million, and 3.0 million and 1.0 million respectively.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements