IQVIA HOLDINGS INC

Previous wording

Throughout 2023 we experienced strong demand and operational results for our Research & Development Solutions offerings. Our Technology & Analytics Solutions offerings were relatively more impacted by a tougher macro environment, including more cautious spending by our clients on extended timelines than what we have experienced in the past. We experienced growth in certain Technology & Analytics Solutions offerings, such as multi-channel marketing and real world solutions. Our targeted productivity initiatives contributed to overall net income and earnings per share growth, and we ended the year with our highest ever remaining performance obligations of approximately $31.7 billion as of December 31, 2023.

Current wording

We ended the year with our highest ever total company remaining performance obligations of approximately $33.5 billion as of December 31, 2024.

Previous wording

We continue to maintain strong liquidity. As of December 31, 2023, cash and cash equivalents were $1,376 million and we had $100 million drawn under our $2,000 million revolving credit facility. As of December 31, 2023, we were in compliance with the financial covenants under our debt agreements in all material respects and do not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.

Current wording

We continue to maintain strong liquidity. As of December 31, 2024, cash and cash equivalents were $1,702 million and we had $825 million drawn under our $2,000 million revolving credit facility. As of December 31, 2024, we were in compliance with the financial covenants under our debt agreements in all material respects and do not have material uncertainty about ongoing ability to meet the covenants of our credit arrangements.

Previous wording

The $18 million decrease in selling, general and administrative expenses in 2023 as compared to 2022 included a constant currency increase of approximately $8 million, or 0.4%, comprised of a $40 million increase in Technology & Analytics Solutions, a $30 million increase in Research & Development Solutions, offset by a $4 million decrease in Contract Sales & Medical Solutions and a $58 million decrease in general corporate and unallocated expenses.

Current wording

The $61 million decrease in selling, general and administrative expenses in 2024 as compared to 2023 included a constant currency decrease of approximately $33 million, or 1.6%, comprised of a $52 million increase in Technology & Analytics Solutions, a $42 million increase in Research & Development Solutions, and a $2 million increase in Contract Sales & Medical Solutions, offset by a $129 million decrease in general corporate and unallocated expenses.

Previous wording

The $5 million decrease in depreciation and amortization in 2023 as compared to 2022 was primarily the result of less amortization from certain intangible assets from the merger between Quintiles and IMS Health, offset by an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2022 and 2023.

Current wording

The $11 million decrease in depreciation and amortization in 2024 as compared to 2023 was primarily the result of less amortization of certain intangible assets from the merger between Quintiles and IMS Health, offset by an increase in amortization of capitalized software and of intangible assets from acquisitions occurring in 2023 and 2024.

Previous wording

Interest income included interest received primarily from bank balances and investments. The increase is primarily a result of higher deposit rates.

Current wording

Interest income included interest received primarily from bank balances and investments. The increase in 2024 as compared to 2023 is primarily a result of higher deposit rates.

Previous wording

Interest expense during 2023 was higher than 2022 due primarily to higher base rate interest costs across the floating rate debt portfolio as well as from an increase in our net debt.

Current wording

Interest expense during 2024 was lower than 2023 due primarily to lower base rate interest costs across the floating rate debt portfolio.

Previous wording

In 2023, we recognized a loss on extinguishment of debt of $6 million for fees and expenses incurred related to the refinancing of our Credit Agreement as discussed further in Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

Current wording

In 2023 we recognized a loss on extinguishment of debt of$6 million for fees and expenses incurred related to the refinancing of our Credit Agreement. No such activity occurred in 2024.

Previous wording

Other (income) expense, net for 2023 increased compared to 2022 primarily due to foreign currency gain on transactions, and to a lesser extent from revaluations of contingent consideration and gains on investments.

Current wording

Other (income) expense, net for 2024 decreased compared to 2023 primarily due to less foreign currency gain on transactions.

Previous wording

In 2023, we completed an internal legal entity restructuring that resulted in a benefit of $125 million. Historically, we recorded deferred tax assets related to certain foreign tax credits, and a full valuation allowance in relation to these foreign tax credits was established as it was not expected the credits would be utilized prior to expiration. We now believe it is reasonably possible that these foreign tax credits will be utilized and therefore we recorded a tax benefit of $64 million related to the valuation allowance release and establishing related uncertain tax positions. Additionally, due to the restructuring we also reversed a deferred tax liability of $61 million due to a basis difference that was recovered in a tax-free manner. The effective tax rate was also favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million due to an audit settlement. Lastly, the effective tax rate was also impacted by changes in the geographical mix of earnings amongst foreign tax jurisdictions as well as state and local tax rates.

Current wording

Our effective income tax rate was favorably impacted in 2023, due to the completion of an internal legal entity restructuring that resulted in a benefit of $125 million. Historically, we recorded deferred tax assets related to certain foreign tax credits, and a full valuation allowance in relation to these foreign tax credits was established as it was not expected the credits would be utilized prior to expiration. We now believe it is reasonably possible that these foreign tax credits will be utilized and therefore we recorded a tax benefit of $64 million related to the valuation allowance release and establishing related uncertain tax positions. Additionally, due to the restructuring we also reversed a deferred tax liability of $61 million due to a basis difference that was recovered in a tax-free manner. The effective tax rate was also favorably impacted by a reversal of uncertain tax positions relating to tax credit carryforwards in the amount of $21 million due to an audit settlement.

Previous wording

Equity in (losses) earnings of unconsolidated affiliates decreased in 2023 compared to 2022 due to the results in the operations of our unconsolidated affiliates.

Current wording

Equity in earnings (losses) of unconsolidated affiliates increased in 2024 compared to 2023 due to the results in the operations of our unconsolidated affiliates.

Previous wording

Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs primarily consist of stock-based compensation and expenses related to integration activities and acquisitions. We also do not allocate restructuring costs, depreciation and amortization, or impairment charges, if any, to our segments.

Current wording

Certain costs are not allocated to our segments and are reported as general corporate and unallocated expenses. These costs primarily consist of stock-based compensation and expenses related to integration activities and acquisitions, as well as certain general corporate and unallocated expenses. We also do not allocate restructuring costs, depreciation and amortization, or impairment charges, if any, to our segments.

Previous wording

Technology & Analytics Solutions’ revenues were $5,862 million in 2023, an increase of $116 million, or 2.0%, over 2022. This increase was comprised of constant currency revenue growth of approximately $121 million, or 2.1%, reflecting revenue growth primarily in the Americas region and to a lesser extent in the Asia-Pacific region. The constant currency revenue growth was primarily driven by an increase in information and technology services and by a lesser extent in real world services. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.

Current wording

Technology & Analytics Solutions’ revenues were $6,160 million in 2024, an increase of $298 million, or 5.1%, over 2023. This increase was comprised of constant currency revenue growth of approximately $333 million, or 5.7%, reflecting revenue growth primarily in the Europe and Africa region and to a lesser extent in the Americas region. The constant currency revenue growth was primarily driven by an increase in real world services and to a lesser extent by information and technology services. The constant currency revenue growth for the year was impacted by a decrease in COVID-19 related work.

Previous wording

Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $148 million, or 4.4%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $163 million, or 4.9%, reflecting an increase in costs of acquiring and processing data and an increase in compensation and related expenses to support revenue growth.

Current wording

Technology & Analytics Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $225 million, or 6.4%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $261 million, or 7.5%, reflecting primarily an increase in compensation and related expenses, and to a lesser extent increases in reimbursed expenses and costs of acquiring and processing data, all to support revenue growth.

Previous wording

Technology & Analytics Solutions’ selling, general and administrative expenses increased $28 million, or 3.3%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $40 million, or 4.7%, reflecting an increase in compensation and related expenses.

Current wording

Technology & Analytics Solutions’ selling, general and administrative expenses increased $41 million, or 4.7%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $52 million, or 5.9%, reflecting an increase in compensation and related expenses.

Previous wording

Research & Development Solutions' contracted backlog increased from $27.2 billion as of December 31, 2022 to $29.7 billion as of December 31, 2023 and we expect approximately $7.5 billion of this backlog to convert to revenues in the next 12 months. Contracted backlog was $24.8 billion as of December 31, 2021.

Current wording

Research & Development Solutions' contracted backlog increased from $29.7 billion as of December 31, 2023 to $31.1 billion as of December 31, 2024 and we expect approximately $7.9 billion of this backlog to convert to revenues in the next 12 months. Contracted backlog was $27.2 billion as of December 31, 2022.

Previous wording

Research & Development Solutions’ revenues were $8,395 million in 2023, an increase of $474 million, or 6.0%, over 2022. This increase was comprised of constant currency revenue growth of approximately $477 million, or 6.0%, reflecting revenue growth primarily in the Americas region and to a lesser extent in the Europe and Africa and Asia-Pacific regions. The constant currency revenue growth was primarily the result of volume-related increases in clinical services and to a lesser extent from volume-related increases in lab testing. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.

Current wording

Research & Development Solutions’ revenues were $8,527 million in 2024, an increase of $132 million, or 1.6%, over 2023. This increase was comprised of constant currency revenue growth of approximately $167 million, or 2.0%, reflecting revenue growth in the Asia-Pacific and Europe and Africa regions. The constant currency revenue growth was primarily the result of volume-related increases in clinical services and to a lesser extent from volume-related increases in lab testing. The constant currency revenue growth was impacted by a decrease in COVID-19 related work.

Previous wording

Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $234 million, or 4.3%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $393 million, or 7.3%, reflecting primarily an increase in compensation and related expenses and to a lesser extent an increase in other direct costs as a result of volume-related increases in clinical services and lab testing.

Current wording

Research & Development Solutions’ cost of revenues, exclusive of depreciation and amortization, increased $69 million, or 1.2%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $374 million, or 6.6%, reflecting primarily an increase in compensation and related expenses and to a lesser extent an increase in other direct costs because of volume-related increases in clinical services and lab testing.

Previous wording

Research & Development Solutions’ selling, general and administrative expenses increased $20 million, or 2.4%, in 2023 as compared to 2022. This increase included a constant currency increase of approximately $30 million, or 3.6%, reflecting an increase in compensation and related expenses.

Current wording

Research & Development Solutions’ selling, general and administrative expenses increased $30 million, or 3.5%, in 2024 as compared to 2023. This increase included a constant currency increase of approximately $42 million, or 4.9%, reflecting an increase in compensation and related expenses.

Previous wording

Contract Sales & Medical Solutions’ revenues were $727 million in 2023, a decrease of $16 million, or 2.2%, over 2022. This decrease included a constant currency revenue decrease of approximately $2 million, or 0.3%.

Current wording

Contract Sales & Medical Solutions’ revenues were $718 million in 2024, a decrease of $9 million, or 1.2%, over 2023. This decrease included constant currency revenue growth of approximately $10 million, or 1.4%, reflecting revenue growth primarily in the Europe and Africa region and to a lesser extent in the Asia-Pacific region.

Previous wording

Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $19 million, or 3.0%, in 2023 as compared to 2022. This decrease included a constant currency decrease of approximately $6 million, or 0.9%.

Current wording

Contract Sales & Medical Solutions’ cost of revenues, exclusive of depreciation and amortization, decreased $9 million, or 1.5%, in 2024 as compared to 2023. This decrease included a constant currency increase of approximately $8 million, or 1.3%, reflecting primarily an increase in costs associated with supporting revenue growth.

Previous wording

We had a cash balance of $1,376 million as of December 31, 2023 ($471 million of which was in the United States), an increase from $1,216 million as of December 31, 2022.

Current wording

We had a cash balance of $1,702 million as of December 31, 2024 ($713 million of which was in the United States), an increase from $1,376 million as of December 31, 2023.

Previous wording

On July 31, 2023, our Board of Directors increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of our common stock by an additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $11,725 million. The Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.

Current wording

On February 5, 2025, the Board increased the stock repurchase authorization under the Repurchase Program with respect to the repurchase of the Company's common stock by an additional $2,000 million, which increased the total amount that has been authorized under the Repurchase Program to $13,725 million. The Repurchase Program does not obligate us to repurchase any particular amount of common stock, and it may be modified, extended, suspended or discontinued at any time.

Previous wording

As of December 31, 2023, we had remaining authorization to repurchase up to $2,363 million of our common stock under the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.

Current wording

As of December 31, 2024, we had remaining authorization to repurchase up to $1,013 million of our common stock under the Repurchase Program. In addition, from time to time, we have repurchased and may continue to repurchase common stock through private or other transactions outside of the Repurchase Program.

Previous wording

As of December 31, 2023, we had $13,752 million of total indebtedness, excluding $1,900 million of additional available borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.

Current wording

As of December 31, 2024, we had $14,045 million of total indebtedness, excluding $1,170 million of additional available borrowings under our revolving credit facility. See Note 10 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K for additional details regarding our credit arrangements.

Previous wording

As of December 31, 2023, the Credit Agreement provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $6,808 million, which consisted of $4,908 million principal amounts of debt outstanding and $1,900 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $2,000 million. The revolving credit facility is comprised of a $1,175 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen. The term A loans and revolving credit facility under the Credit Agreement mature in August 2026, the Additional Term A Loans mature June 2027, while the term B loans under the Credit Agreement mature in 2025 and 2031. We are required to make scheduled quarterly payments on the term A loans and the Additional Term A Loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. The Term B-4 Dollar Loans require us to make scheduled quarterly payments equal to 0.25% of the original principal balance amount, with the remaining principal balance due at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.

Current wording

As of December 31, 2024, the Fifth Amended and Restated Credit Agreement (the "Credit Agreement") provided financing through several senior secured credit facilities (collectively, the “senior secured credit facilities”) of up to approximately $6,585 million, which consisted of $5,415 million principal amounts of debt outstanding and $1,170 million of available borrowing capacity on the revolving credit facility and standby letters of credit, with a total capacity of $2,000 million. The revolving credit facility is comprised of a $1,175 million senior secured revolving facility available in U.S. dollars, a $600 million senior secured revolving facility available in U.S. dollars, Euros, Swiss Francs and other foreign currencies, and a $225 million senior secured revolving facility available in U.S. dollars and Yen. The revolving credit facility under the Credit Agreement matures in August 2026, the term A loans mature in August 2026 and June 2027, while the term B loans under the Credit Agreement mature in 2025 and 2031. We are required to make scheduled quarterly payments on the term A loans equal to 1.25% of the original principal amount, with the remaining balance paid at maturity. The US dollars term B loan requires us to make scheduled quarterly payments equal to 0.25% of the original principal balance amount, with the remaining principal balance due at maturity. In addition, beginning with fiscal year ending December 31, 2017, we were required to apply 50% of excess cash flow (as defined in the Credit Agreement), subject to a reduction to 25% or 0% depending upon our senior secured first lien net leverage ratio, for prepayment of the term loans, with any such prepayment to be applied toward principal payments due in subsequent quarters. We are also required to pay an annual commitment fee that ranges from 0.20% to 0.35% in respect of any unused commitments under the revolving credit facility. The senior secured credit facilities are collateralized by substantially all of our assets and the assets of our material domestic subsidiaries including 100% of the equity interests of substantially all of our material domestic subsidiaries and 66% of the equity interests of substantially all of our first-tier material foreign subsidiaries and their domestic subsidiaries.

Previous wording

Cash provided by operating activities decreased $111 million in 2023 as compared to 2022. The decrease is primarily due to more cash used in accounts payable and accrued expenses ($160 million), less cash from unearned income ($60 million) and more cash used in income tax and other payables ($36 million), offset by an increase in cash-related net income ($85 million), more cash from accounts receivable and unbilled services ($33 million) and less cash used in prepaid expenses and other assets ($27 million).

Current wording

Cash provided by operating activities increased $567 million in 2024 as compared to 2023. The increase is primarily due to an increase in cash from accounts receivable and unbilled services ($570 million), an increase in cash-related net income ($129 million), more cash from unearned income ($38 million), and less cash used for income tax and other payables ($9 million), offset by more cash used for accounts payable and accrued expenses ($152 million) and more cash used for prepaid expenses and other assets ($27 million).

Previous wording

Cash used in investing activities decreased $403 million in 2023 as compared to 2022, primarily due to less cash used for the acquisition of businesses, net of cash acquired ($439 million) and acquisition of property, equipment, and software ($25 million), offset by more cash used for investments in debt and equity securities ($38 million), investments in unconsolidated affiliates ($19 million), purchases of marketable securities ($1 million) and less cash from other sources ($3 million).

Current wording

Cash used in investing activities decreased $159 million in 2024 as compared to 2023, primarily due to less cash used for the acquisition of businesses, net of cash acquired ($141 million), less cash used for the acquisition of property, equipment, and software ($47 million), less cash used for investments in debt and equity securities ($36 million), less cash used for purchases of marketable securities ($6 million), and cash received from sale of property, equipment and software ($25 million), offset by more cash used for investments in unconsolidated affiliates, net ($93 million), and less cash from other sources ($3 million).

Previous wording

Cash used in financing activities increased $53 million in 2023 as compared to 2022, primarily due to more debt payments ($2,239 million), cash used in repayments of revolving credit facilities, net of proceeds ($650 million), and cash payments on contingent consideration and deferred purchase price accruals ($55 million), offset by more cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($2,705 million), less cash used to repurchase common stock ($176 million) and less cash payments related to employee stock option plans ($10 million).

Current wording

Cash used in financing activities increased $496 million in 2024 as compared to 2023, primarily due to less cash provided by proceeds from debt issuances, net of payment of debt issuance costs ($3,951 million), more cash used to repurchase common stock ($358 million), and more cash payments related to employee stock option plans ($3 million), offset by less debt payments ($2,701 million), less cash used in repayments of revolving credit facilities, net of proceeds ($1,050 million), and less cash payments on contingent consideration and deferred purchase price accruals ($65 million).

Previous wording

The 2028 Senior Secured Notes and 2029 Senior Secured Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction. In January 2024, we filed a registration statement with respect to an offer (the “Exchange Offer”) to exchange the 2028 Senior Secured Notes for an equal amount of $750 million aggregate principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes”) and the 2029 Senior Secured Notes for an equal amount of $1,250 million aggregate principal amount of 6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”). The Exchange Offer commenced on January 26, 2024 and will expire on February 23, 2024, unless we extend the offer. The terms of the 2028 Registered Notes and the 2029 Registered Notes to be issued in the Exchange Offer are substantially identical in all material respects to the terms of the 2028 Senior Secured Notes and 2029 Senior Secured Notes, respectively, except that the registered notes will not be subject to restrictions on transfer or to any increase in the annual interest rate for failure to comply with the applicable registration rights agreement.

Current wording

In February 2024, the Issuer completed an exchange offer in which it issued $1,250 million aggregate principal amount of 6.250% Senior Secured Notes due 2029 registered under the Securities Act (the “2029 Registered Notes”) and $750 million aggregate principal amount of 5.700% Senior Secured Notes due 2028 registered under the Securities Act (the “2028 Registered Notes” and, together with the 2029 Registered Notes, the 2029 Senior Secured Notes, and the 2028 Senior Secured Notes, the “Notes”) in exchange for the same principal amount and substantially identical terms of the 2029 Senior Secured Notes and 2028 Senior Secured Notes, respectively.

Previous wording

The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant’s Securities.” Each of our current direct and indirect material U.S. wholly owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the "Guarantor subsidiaries" and, together with IQVIA Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the 2028 Senior Secured Notes and the 2029 Senior Secured Notes (together, the “Notes”) issued by IQVIA Inc. (the "Issuer").

Current wording

The accompanying summarized financial information has been prepared and presented pursuant to Rule 3-10 of Regulation S-X, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered,” and Rule 13-01 of Regulation S-X, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities and Affiliates Whose Securities Collateralized a Registrant’s Securities.” Each of our current direct and indirect material U.S. wholly owned restricted subsidiaries (excluding IQVIA Solutions Japan LLC and IQVIA Services Japan LLC) (the "Guarantor subsidiaries" and, together with IQVIA Holdings Inc., the “Guarantors”), have jointly and severally, irrevocably and unconditionally, on a senior secured basis, guaranteed the obligations under the Notes.

Previous wording

Each Guarantor subsidiary is consolidated by IQVIA Holdings Inc. as of December 31, 2023 and December 31, 2022. Refer to Exhibit 22.1 to this Annual Report on Form 10-K for the detailed list of entities included within the obligated group as of December 31, 2023 and December 31, 2022.

Current wording

Each Guarantor subsidiary is consolidated by IQVIA Holdings Inc. as of December 31, 2024 and December 31, 2023. Refer to Exhibit 22.1 to this Annual Report on Form 10-K for the detailed list of entities included within the obligated group as of December 31, 2024.

Previous wording

e. the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or

Current wording

e. the merger, amalgamation or consolidation of any Guarantor with and into the Issuer or a Guarantor that is the surviving Person in such merger, amalgamation or consolidation, or upon the liquidation of a Guarantor following the transfer of all or substantially all of its assets, in each case in a transaction that complies with the applicable provisions of this Indenture; or f. as described in Article IX of the Indenture.

Previous wording

Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due from and amounts due to non-Guarantor subsidiaries and related parties have been presented in separate line items.

Current wording

Each entity in the summarized combined financial information follows the same accounting policies as described in the consolidated financial statements, see Note 1 to our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Information for the non-Guarantor subsidiaries has been excluded from the combined summarized financial information of the obligated group. The accompanying summarized combined financial information does not reflect investments of the obligated group in non-Guarantor subsidiaries. The financial information of the obligated group is presented on a combined basis; intercompany balances and transactions within the obligated group have been eliminated. The obligated group’s amounts due from and amounts due to non-Guarantor subsidiaries and related parties, if any, have been presented in separate line items.

Previous wording

(3) We are currently committed to invest $463 million in private equity funds. As of December 31, 2023, we have funded approximately $170 million of these commitments and we have approximately $293 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.

Current wording

(3) We are currently committed to invest $678 million in private equity funds. As of December 31, 2024, we have funded approximately $310 million of these commitments and we have approximately $368 million remaining to be funded which has not been included in the above table as we are unable to predict when these commitments will be paid.

Previous wording

(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2024 for our funded pension benefit plans. We made cash contributions totaling approximately $29 million to our defined benefit plans in 2023, and we estimate that we will make contributions totaling approximately $31 million to our defined benefit plans in 2024. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2024.

Current wording

(4) Amounts represent expected future benefit payments for our pension and postretirement benefit plans, as well as expected contributions for 2025 for our funded pension benefit plans. We made cash contributions totaling approximately $30 million to our defined benefit plans in 2024, and we estimate that we will make contributions totaling approximately $30 million to our defined benefit plans in 2025. Due to the potential impact of future plan investment performance, changes in interest rates, changes in other economic and demographic assumptions and changes in legislation in foreign jurisdictions, we are not able to reasonably estimate the timing and amount of contributions that may be required to fund our defined benefit plans for periods beyond 2025.

Previous wording

(5) As of December 31, 2023, our liability related to uncertain income tax positions was approximately $152 million, $98 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.

Current wording

(5) As of December 31, 2024, our liability related to uncertain income tax positions was approximately $161 million, $99 million of which has not been included in the above table as we are unable to predict when these liabilities will be paid due to the uncertainties in the timing of the settlement of the income tax positions.

Previous wording

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to GILTI as a period cost when incurred. 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. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. 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 would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.

Current wording

The provision for income taxes includes federal, state, local and foreign taxes. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences of temporary differences between the financial statement carrying amounts and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which the temporary differences are expected to be recovered or settled. We record U.S. deferred taxes based on the Federal corporate income tax rate of 21%, We account for tax related to Global Intangible Low-Taxed Income (“GILTI”) and Qualified Domestic Minimum Top-up Taxes ("QDMTT") in relation to the Organization for Economic Co-operation and Development's ("OECD") Pillar Two global corporate minimum tax rate of 15%, as period costs when and if incurred. 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. We recorded a valuation allowance to reduce our deferred income tax assets for those deferred income tax items for which it was more likely than not that realization would not occur. 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 would record an adjustment to our valuation allowance. Recording such an adjustment could have a material effect on our financial condition or results of operations.

Previous wording

We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income based upon the classification of the individuals who were granted stock-based awards.

Current wording

We measure compensation cost for stock-based payment awards (stock options and stock appreciation rights) granted to employees and non-employee directors at fair value using the Black-Scholes-Merton option-pricing model. Stock-based compensation expense includes stock-based awards granted to employees and non-employee directors and has been reported in selling, general and administrative expenses in our consolidated statements of income.