What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2025-03-07 compared with 2024-03-13 · 131 added, 129 removed, 298 unchanged (47% of the section changed)

5 unchanged sentences

Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 , as filed with the SEC on March 13, 2024.

We operate American Express Global Business Travel, a leading B2B software and services company in travel and expense.

We provide a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies.

We differentiate our value proposition through our commitment to deliver unrivaled choice, value and experience, and our brand promise.

We operate American Express Global Business Travel, a leading software and services company for travel, expense, and meetings & events.

We have built one of the most valuable marketplaces in travel with comprehensive and competitive content.

We offer a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.

We service our clients in the following ways:

6 unchanged sentences

Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic and segment footprint.

On December 2, 2021, GBT JerseyCo entered into the Business Combination Agreement with Apollo Strategic Growth Capital, a blank check company incorporated as a Cayman Islands exempted company ("APSG").

The Business Combination closed on May 27, 2022 (the "Closing Date") and GBT JerseyCo became a direct subsidiary of GBTG through the transaction contemplated by the Business Combination Agreement.

GBTG is a Delaware corporation and tax resident in the United States GBTG conducts its business through GBT JerseyCo, which until July 10, 2023, was through an Up-C structure.

GBTG is a Delaware corporation and tax resident in the United States.

GBTG conducts its business through GBT JerseyCo, which until July 10, 2023, was through an Up-C structure.

On July 10, 2023, GBTG entered into a series of transactions that simplified the capital and organizational structure by eliminating the Up-C structure.

See note 1 — Business Description and Basis of Presentation to our consolidated financial statements included in this Annual Report.

See note 7 — Certain Corporate Transactions to our consolidated financial statements included elsewhere in this Annual Report.

Key Factors Affecting Our Results of Operations

3 unchanged sentences

The travel industry can generally be divided into two sectors:

(i) the leisure travel sector, which serves individuals who make reservations for vacation and personal travel, and (ii) the business travel sector, which serves business clients that require travel by employees and other travelers for business needs and meetings.

We focus primarily on the business travel sector, which is approximately twice as valuable as the leisure travel sector because business travel customers purchase more premium seats, more flexible tickets, more long-haul international trips and more last-minute bookings.

Impact of the COVID-19 Pandemic

Although our results for the first quarter of 2022 included a strong recovery from the pandemic, the Omicron variant of COVID-19 limited the recovery of our business during that period.

Consequently, our results for the year ended December 31, 2023 include positive impact from such recovery in comparison to the same period in the prior year.

(i) the leisure travel sector, which serves individuals who make reservations for vacation and personal travel, and (ii) the business travel sector, which serves business clients

that require travel by employees and other travelers for business needs and meetings.

We focus primarily on the business travel sector because business travel customers purchase more premium seats, more flexible tickets, more long-haul international trips and more last-minute bookings.

Key Operating and Financial Metrics

10 unchanged sentences

Total operating expense 2,308 2,298 10 — %

Operating income (loss) 115 (8) 123 n/m

Net loss (134) (136) 2 1 %

Net loss margin

(6) % (12) % 6ppt 52 %

Net cash from (used in) operating activities 162 (394) 556 n/m

EBITDA 189 (10) 199 n/m

(6) % (6) % 40 bps 7 %

Net cash from operating activities 272 162 110 68 %

EBITDA 257 189 68 36 %

Adjusted EBITDA 478 380 98 26 %

Adjusted EBITDA margin

17 % 6 % 11ppt 199 %

20 % 17 % 310 bps 19 %

Adjusted Operating Expenses 1,948 1,910 38 2 %

Free Cash Flow 49 (488) 537 n/m

Free Cash Flow 165 49 116 235 %

__________________________________________________

8 unchanged sentences

For the year ended December 31, 2024, TTV increased by $2,285 million, or 8%, compared to the year ended December 31, 2023.

The increase in TTV was primarily due to Transactions Growth, and an increase in average transaction price driven by a higher mix in international transactions.

The increase in Transaction Growth was partly driven by positive impact of the Omicron variant of the COVID-19 pandemic, which affected the results for the three months ended March 31, 2022 and the year ended December 31, 2022.

The increase in TTV was primarily due to Transactions Growth and an increase in average transaction price driven by a higher ticket prices, mix in international transactions and higher hotel room rates.

Transaction Growth (Decline)

Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a gross basis to include cancellations, refunds and exchanges.

To calculate year-over-year growth or decline, we compare the total number of transactions in the comparative previous period/year to the total number of transactions in the current period in percentage terms.

Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a net basis to exclude cancellations, refunds and exchanges.

To calculate year-over-year growth or decline, we compare the total number of net transactions in the comparative previous period/year to the total number of net transactions in the current period in percentage terms.

During 2024, we have amended our definition of Transaction Growth (Decline) and, we have presented Transaction Growth (Decline) on a net basis to exclude cancellations, refunds and exchanges as management believes this better aligns Transaction Growth (Decline) with the way we measure TTV and revenue.

Prior period Transaction Growth percentages have been recalculated and represented to conform to current period presentation.

For the year ended December 31, 2024, Transaction Growth was 5% compared to the year ended December 31, 2023.

Transaction growth for this period was primarily due to increased demand from business clients and an increase in international travel.

Increase in transaction growth for this period was primarily due to share gains and increased demand for business travel from our clients, with strong global multinational customer base performance offset by slower growth in small and medium enterprise customer base.

Non-GAAP Financial Measures

9 unchanged sentences

We define EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization.

We define Adjusted EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, fair value movements on earnout and warrant derivative liabilities, long-term incentive plan costs, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (cost) and gains (losses) on disposal of businesses.

We define Adjusted EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs, certain corporate costs, fair value movements on earnout and warrant derivative liabilities, foreign currency gains (losses) and non-service components of net periodic pension benefit (cost) .

We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.

and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, long-term incentive plan costs and certain corporate costs.

We define Adjusted Operating Expenses as total operating expenses excluding depreciation and amortization and costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs and certain corporate costs.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are supplemental non-GAAP financial measures of operating performance that do not represent and should not be considered as alternatives to net income (loss) or total operating expenses, as determined under GAAP.

19 unchanged sentences

Interest expense 115 141 (26) (19) %

Benefit from income taxes (9) (61) 52 n/m

Loss on early extinguishment of debt 38 — 38 n/m

Provision for (benefit from) income taxes 66 (9) 75 n/m

Depreciation and amortization 178 194 (16) (8) %

EBITDA 189 (10) 199 n/m

EBITDA 257 189 68 36 %

Restructuring, exit and related charges (a)

49 (3) 52 n/m

17 49 (32) (65) %

Integration costs (b)

24 35 (11) (31) %

Mergers and acquisitions (c)

Equity-based compensation and related employer taxes (d)

Fair value movements on earnout derivative liabilities (e)

56 (13) 69 n/m

Equity-based compensation (d)

75 39 36 90 %

Fair value movements on earnout and warrant derivative liabilities (e)

(13) (8) (5) (54) %

Other adjustments, net (f)

2 unchanged sentences

Net loss margin (1)

(6) % (12) % 6ppt n/m

Adjusted EBITDA Margin 17 % 6 % 11ppt 199 %

(6) % (6) % 40 bps 7 %

Adjusted EBITDA Margin 20 % 17 % 310 bps 19 %

__________________________________________________

8 unchanged sentences

Restructuring, exit and related charges (a)

(49) 3 (52) n/m

(17) (49) 32 65%

Integration costs (b)

(24) (35) 11 31 %

Mergers and acquisition (c)

Mergers and acquisitions (c)

(45) (2) (43) n/m

Equity-based compensation (d)

Equity-based compensation and related employer taxes (d)

(83) (75) (8) (11) %

Other adjustments, net (f)

(33) (34) 1 n/m

(13) (33) 20 63 %

Adjusted Operating Expenses $ 1,948 $ 1,910 $ 38 2%

1 unchanged sentence

n/m — not meaningful

(a) Includes (i) employee severance costs/(reversals) of $39 million, and $(1) million for the years ended December 31, 2023 and 2022, respectively, (ii) accelerated amortization of operating lease ROU assets of $7 million and $0 for the years ended December 31, 2023 and 2022, respectively, and (iii) contract costs related to leased facilities abandonment of $3 million and $(2) million for the years ended December 31, 2023 and 2022, respectively.

(a) Includes (i) employee severance costs of $11 million, and $39 million for the years ended December 31, 2024 and 2023, respectively, (ii) accelerated amortization of operating lease ROU assets of $4 million and $7 million for the years ended December 31, 2024 and 2023, respectively, and (iii) contract costs related to abandoned leased facilities of $2 million and $3 million for the years ended December 31, 2024 and 2023, respectively.

(b) Represents expenses related to the integration of businesses acquired.

(c) Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre-acquisition due diligence and related activities costs.

The full year 2022 includes a charge of $19 million for a loss contingency in relation to a contingent event that existed as of the Egencia acquisition date.

(d) Represents non-cash equity-based compensation expense related to equity incentive awards to certain employees.

(e) Represents fair value movements on earnout and warrant derivative liabilities during the periods.

(d) Represents non-cash equity-based compensation expense and employer taxes paid related to equity incentive awards to certain employees.

(e) Represents fair value movements on earnout derivative liabilities during the periods.

(f) Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $8 million and $19 million for the years ended December 31, 2024 and 2023, respectively, and (ii) legal and professional services costs of $5 million and $14 million for the years ended December 31, 2024 and 2023, respectively.

Adjusted EBITDA additionally excludes (i) unrealized foreign exchange losses of $5 million and $8 million for the years ended December 31, 2023 and 2022, respectively, and (ii) non-service component of our net periodic pension cost (benefit) related to our defined benefit pension plans of $5 million and $(9) million for the years ended December 31, 2023 and 2022, respectively.

Adjusted EBITDA additionally excludes (i) unrealized foreign exchange gains (losses) of $22 million and $(5) million for the years ended December 31, 2024 and 2023, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $5 million and $5 million for the years ended December 31, 2024 and 2023, respectively.

For a discussion of Free Cash Flow and Net Debt, see “ Liquidity and Capital Resources — Free Cash Flow ” and “ Liquidity and Capital Resources — Net Debt .”

7 unchanged sentences

Total Revenue $ 2,423 $ 2,290 $ 133 6 %

For the year ended December 31, 2023, our total revenue increased by $439 million, or 24%, primarily due to a 23% increase in TTV driven by (i) an increase in business travel, (ii) an improvement in yield driven by supplier performance incentives and (iii) change in the mix of international transactions.

Revenue yield during the year ended December 31, 2023 was stable at 8.1%.

Yield is calculated as total revenue divided by TTV.

Travel Revenue increased by $383 million, or 26%, primarily due to increases in TTV from continued Transaction Growth and increases in international travel.

Product and Professional Services Revenue increased $56 million, or 14%, due to increased management fees and meetings and events revenue driven by strengthened demand.

Cost of Revenue

For the year ended December 31, 2024, our total revenue increased by $133 million, or 6%, due to an increase in both Travel Revenue and Product and Professional Services Revenue.

The increase in total revenue was driven by 5% Transaction Growth, offset by a modest decline of 17 bps in yield to 8% due to mix of non-TTV driven revenue and higher digital transactions.

Yield is calculated as total revenue divided by TTV for the same period.

Travel Revenue increased by $105 million, or 6%, primarily due to 5% incre ase in Transaction Growth and an 8% increase in TTV.

Product and Professional Services Revenue increased $28 million, or 6%, due to $20 million increase in management fees and $8 million from increased consulting and other professional services revenue.

Cost of Revenue (Excluding Depreciation and Amortization)

December 31, Change

2 unchanged sentences

Cost of revenue (excluding depreciation and amortization) $ 967 $ 961 $ 6 1 %

For the year ended December 31, 2023, cost of revenue increased by $126 million, or 15%, aligned with 19% Transaction Growth.

Salaries and benefits expenses related to cost of revenue increased by $82 million, or 13%, due to (i) an increase in the number of traveler care employees as a result of increased volume (partially offset by cost savings driven by improved operational efficiencies) resulting in an additional $54 million of expense, and (ii) an increase of $18 million related to hiring of additional personnel to manage and support increased meeting and events demand, (iii) a $6 million decrease in government funds in connection with programs designed to minimize employment losses related to the COVID-19 pandemic and (iv) a $4 million increase in other employee incentives.

Other cost of revenue increased by $44 million, or 21%, primarily due to (i) $23 million increase in professional fees relating to outsourcing costs and (ii) a $20 million increase in data processing costs and merchant fees to meet the increase in transaction volumes and change of form of payment to credit card for Egencia clients.

For the year ended December 31, 2024, cost of revenue (excluding depreciation and amortization) increased by $6 million, or 1%, primarily due to (i) additional traveler care costs of $59 million to manage the increase in transaction volume and (ii) a merit increase of $25 million in salaries and benefits, offset by (iii) $81 million reduction in expenses primarily due to cost savings initiatives.

Sales and Marketing

3 unchanged sentences

Sales and marketing $ 400 $ 394 $ 6 2 %

For the year ended December 31, 2023, sales and marketing expenses increased by $56 million, or 17%, due to increased salaries and benefits and other sales and marketing costs.

Salaries and benefits expenses related to sales and marketing increased by $44 million, or 15%, primarily due to (i) hiring of additional personnel to manage and support our sales growth (partially mitigated by cost savings driven by restructuring activities) of $23 million and (ii) an increase of $18 million related to employee incentives.

Other sales and marketing expenses increased by $12 million, or 23%, primarily driven by fixed cost government subsidies received during the year ended December 31, 2022, which was recorded as a reduction of other sales and marketing expenses.

For the year ended December 31, 2024, sales and marketing expenses increased by $6 million, or 2%, due to (i) higher employee costs of $10 million to support additional transaction volume, (ii) $8 million increased costs to support

growth plans in hotel acceleration and small and medium enterprise customer base, offset by (iii) a reduction of $12 million due to cost savings initiatives.

Technology and Content

3 unchanged sentences

Technology and Content $ 442 $ 413 $ 29 7 %

For the year ended December 31, 2023, technology and content increased by $17 million, or 4%, primarily due to an increase in salaries and benefits expenses with other technology and content costs remaining stable.

Salaries and benefits expenses related to technology and content increased by $17 million, or 9%, due to (i) a $12 million increase on account of additional employees hired to meet increase in product development activities and contractor expenses and (ii) a $5 million increase in employee incentives.

For the year ended December 31, 2024, technology and content increased by $29 million, or 7%, primarily due to (i) $13 million increase mainly to support growth plans in hotel acceleration and small and medium enterprise customer base, (ii) $12 million increase due to additional employee headcount, incentives and merit increases and (iii) $7 million increase in data processing fees.

General and Administrative

4 unchanged sentences

General and administrative $ 308 $ 294 $ 14 4 %

For the year ended December 31, 2023, general and administrative expenses decreased by $7 million, or 2%.

The increase in salaries and benefits expenses was more than offset by a decrease in other general and administrative costs.

Salaries and benefits expenses related to general and administrative increased by $4 million, or 2%, due to (i) a $12 million increase on account of hiring of additional personnel to manage integration, transformation and head office functions, and (ii) a decrease in government funds of $2 million received in connection with programs designed to minimize employment losses related to the COVID-19 pandemic, which were recorded as a reduction of salaries and benefits expenses during the year ended December 31, 2022, offset by (iii) a $10 million net decrease in employee incentives.

Other general and administrative expenses decreased by $11 million, or 8%, due to (i) a $19 million charge recognized during the year ended December 31, 2022 relating to a loss contingency in regard to the Egencia acquisition, offset by (ii) an increase in head office costs including professional fees, leased facilities costs resulting from accelerated amortization of operating lease ROU assets, data processing and certain other corporate expenses.

For the year ended December 31, 2024, general and administrative expenses increased by $14 million, or 4%, due to (i) increased mergers and acquisitions costs of $43 million for the pending acquisition of CWT, offset by (ii) $15 million decrease resulting from cost saving initiatives, (iii) an $11 million reduction related to lower integration expenses and (iv) a $3 million reduction of prior year costs incurred resulting from accelerated amortization of operating lease ROU assets.

Restructuring and Other Exit Charges

For the year ended December 31 2023, restructuring charges of $42 million primarily related to employee severance costs resulting from a reduction in workforce on account of changes to our internal operating model, certain exit activities and accrual of certain contract termination costs related to leased facilities abandonment.

Restructuring and other exit charges primarily comprise of employee severance due to reduction in workforce to improve operational efficiencies and accrual of certain contract termination costs related to leased facilities abandonment.

For the year ended December 31, 2024, restructuring charges decreased by $29 million due to higher severance costs incurred in 2023 resulting from changes to our internal operating model and certain exit activities.

Depreciation and Amortization

For the year ended December 31, 2023, depreciation and amortization increased by $12 million, or 6%, primarily due to (i) increased capitalization of property and equipment and (ii) accelerated amortization of certain leasehold improvements resulting from abandonment of certain leased office facilities.

For the year ended December 31, 2024, depreciation and amortization decreased by $16 million, or 8%, due to (i) certain intangible assets that were fully amortized during 2024 resulting in a decrease of $19 million in depreciation and amortization and (ii) $5 million decrease in amortization related to leasehold improvements, offset by (iii) an increase in software amortization of $8 million due to higher capitalization.

Interest Expense

For the year ended December 31, 2023, interest expense increased by $43 million, or 43%, primarily due to a higher amount of outstanding term loan debt and higher interest rates during the year ended December 31, 2023 compared to the year ended December 31, 2022, partially offset by the benefit resulting from interest rate swaps.

Fair Value Movements on Earnout and Warrant Derivative Liabilities

For the year ended December 31, 2023, the fair value of our derivative liabilities related to our earnout shares resulted in a credit of $13 million to our consolidated statement of operations compared to a credit of $8 million (which also included fair value movement related to warrant derivative liabilities) during the year ended December 31, 2022.

The decrease in fair value of earnout derivative liability was mainly driven by the decrease in our stock price as of December 31, 2023.

Other (Loss) Income, net

For the year ended December 31, 2023, other (loss) income, net, decreased by $11 million due to increased costs related to non-service components of net periodic pension cost (benefit) offset by lower foreign exchange losses.

Benefit from Income Taxes

For the year ended December 31, 2023 and 2022, we had a benefit from income tax of $9 million and $61 million, respectively, and our effective tax rate was 6.32% and 21.26%, respectively.

Our effective tax rate for the year ended December 31, 2023 is lower than the U.S.

federal statutory tax rate of 21% primarily due to movement in valuation allowances and expenses not deductible for taxes.

For the year ended December 31, 2022, our effective income tax rate is broadly in line with the U.S.

federal statutory tax rate of 21%.

The nature of our business is such that the operational results should be taxed at a weighted average of the income tax rates in the jurisdictions in which it operates.

The main offsetting sensitivities during the year were non-tax deductible expense associated with the acquisition of Egencia, along with movements in valuation allowances, reassessment of prior year tax positions and the effect of the Business Combination at the GBTG level.

For the year ended December 31, 2024, interest expense decreased by $26 million, or 19%.

The fixed rate margins were lower during the year ended December 31, 2024 compared to the year ended December 31, 2023 due to (i) improved leverage ratios under the Original Credit Agreement based on which margins were set and (ii) refinancing of term loans in July 2024 with lower fixed rate margins.

The changes in variable interest rates did not have material impact due to interest rate swaps being in place.

Loss on Early Extinguishment of Debt

During the year ended December 31, 2024 , we refinanced our debt and repaid the entire principal amount of term loans outstanding under our Original Credit Agreement, including early prepayment penalty, and recognized a loss on early extinguishment of debt of $38 million.

Fair Value Movements on Earnout Derivative Liabilities

For the year ended December 31, 2024, the fair value of our derivative liabilities related to our earnout shares resulted in a charge of $56 million to our consolidated statement of operations compared to a credit of $13 million during the year ended December 31, 2023.

The increase in fair value of earnout derivative liability was mainly driven by the increase in our stock price as of December 31, 2024.

Other Income (Loss), net

For the year ended December 31, 2024, other income (loss), net, increased by $27 million due to higher foreign exchange gains.

(Provision for) Benefit from Income Taxes

For the year ended December 31, 2024 and 2023 , we had an income tax (expense) benefit of $(66) million and $9 million, respectively, and our effective tax rate was 92.96% and 6.32%, respectively.

Our effective tax rate for the year ended December 31, 2024 is significantly higher than the U.S.

federal statutory tax rate of 21% primarily due to non-deductible expenses.

Liquidity and Capital Resources

1 unchanged sentence

Over the long-term, we manage our cash and capital structure with an intention to maintain our financial condition and flexibility for future strategic initiatives.

Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities under the Senior Secured Credit Agreement as well as cash and cash equivalent balances on hand.

Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities under the A&R Credit Agreement as well as cash and cash equivalent balances on hand.

As of December 31, 2024 and December 31, 2023, our cash and cash equivalent balances were $536 million and $476 million, respectively.

During the years ended December 31, 2023 and 2022, our cash flows from (used in) operating activities were $162 million and $(394) million, respectively, and our Free Cash Flow was $49 million and $(488) million, respectively (See “ — Free Cash Flow ” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP).

As of December 31, 2023, we had $43 million of senior secured revolving credit facility that remained undrawn.

We believe our liquidity is important given the limited ability to predict our future financial performance due to the uncertainties of a potential economic slowdown on account of prevailing macro-economic conditions.

In the past, we have taken several measures to preserve our liquidity (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), and entered into several financial transactions, including debt

financing / refinancing transactions and the consummation of the Business Combination.

We further continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Based on our current operating plan, existing cash and cash equivalents, increase in business volume trends, our mitigation measures taken or planned to strengthen our liquidity and financial position, along with our available funding capacity and cash flows from operations, we believe we have adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months.

During the years ended December 31, 2024 and 2023, our cash flows from operating activities were $272 million and $162 million, respectively, and our Free Cash Flow was $165 million and $49 million, respectively (See “ — Free Cash Flow ” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP).

Further, as of December 31, 2024, our $360 million of Revolving Credit Facility remained undrawn and fully available to be drawn down.

We believe our liquidity is important given the risks to future financial performance due to the uncertainties of a potential economic slowdown on account of prevailing macro-economic conditions.

We continue to take measures to improve our liquidity through our cost savings programs (voluntary and involuntary redundancies, process improvements, location optimization, etc.), and entered into several financial transactions, including debt financing / refinancing / repricing transactions.

For example, in July 2024, we refinanced our then existing term loan facility under the Original Credit Agreement and extended the maturity of term loans until July 2031 (see note 13 - Long-term Debt to our consolidated financial statement included elsewhere in this Annual Report).In January 2025, we entered in an amendment to our A&R Credit Agreement to reduce our interest rate margins by 50 bps (see note 25 — Subsequent Events to out consolidated financial statements included elsewhere in this Annual Report).

Further, in February 2025, we received an upgrade to our credit ratings which reduced the commitment fees payable on our Revolving Credit Facility (see Net Debt - Debt Ratings below).

We continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Based on our current operating plan, existing cash and cash equivalents, increase in business volume trends, mitigation measures taken or planned to strengthen our liquidity and financial position, along with our increased revolving credit funding capacity under the A&R Credit Agreement and cash flows from operations, we believe we have adequate liquidity to meet the future operating, investing and financing needs of the business for a foreseeable future .

Although we believe that we will have a sufficient level of cash and cash equivalents to cover our working capital needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing.

In addition, from time to time, we may evaluate acquisitions and other strategic opportunities.

If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof.

In addition, from time to time, we may evaluate acquisitions and other strategic opportunities or undertake transactions to increase shareholder value.

If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance

of other debt or equity or a combination thereof.

There is no assurance that such funding would be available to us on acceptable terms or at all.

Our utilization of the Senior Secured Revolving Credit Facility may be effectively limited with the leverage-and liquidity-based financial covenant requirements for such facility contained in the Senior Secured Credit Agreement when required.

Our full utilization of the Revolving Credit Facility, under the A&R Credit Agreement entered into in July 2024, may be effectively limited with the leverage-based financial covenant requirements.

The following table summarizes our cash flows for the years indicated:

2 unchanged sentences

(in $ millions) 2024 2023 $ %

Net cash from (used in) operating activities $ 162 $ (394) $ 556 141 %

Net cash from operating activities $ 272 $ 162 $ 110 68 %

Net cash used in investing activities (102) (119) 17 14 %

Net cash from financing activities 120 292 (172) (59)%

Effect of exchange rate changes on cash, cash equivalents and restricted cash 10 (12) 22 174 %

Net increase (decrease) in cash, cash equivalents and restricted cash $ 173 $ (209) $ 382 183 %

Net cash (used in) from financing activities (85) 120 (205) n/m

Effect of exchange rate changes on cash, cash equivalents and restricted cash (13) 10 (23) n/m

Net increase in cash, cash equivalents and restricted cash $ 72 $ 173 $ (101) (59) %

_____________________________________________

n/m — not meaningful

Cash Flows for the Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

2 unchanged sentences

Operating Activities

For the year ended December 31, 2023, net cash from operating activities was $162 million compared to $394 million of cash used in operating activities for the year ended December 31, 2022.

The improvement in cash flows from operating activities of $556 million was primarily due to (i) $202 million of reduced net losses before considering non-cash charges and (ii) $420 million of favorable net change in working capital associated with the normalization in volume growth and the benefits from our working capital optimization program, particularly in relation to the Egencia integration, offset by (iii) $46 million of higher cash interest paid and (iv) $23 million of reduction on account of cash received on termination of derivative contract during the year ended December 31, 2022.

For the year ended December 31, 2024, net cash from operating activities was $272 million compared to $162 million of cash from operating activities for the year ended December 31, 2023.

The improvement in cash flows from operating activities of $110 million was primarily due to $81 million increase in operating income and working capital movements before considering non-cash charges or credits and $43 million of lower cash interest payments partially offset by $12 million of higher cash income taxes.

Investing Activities

During the year ended December 31, 2023 cash used in investing activities increased by $24 million primarily due to increased investments in property and equipment.

During the year ended December 31, 2024 cash used in investing activities decreased by $17 million primarily due to (i) decrease in purchase of property and equipment of $6 million and (ii) $10 million resulting from proceeds received in 2024 for a loan given to an equity affiliate in 2023.

During the year ended December 31, 2024, the increase in capitalized software was more than offset by decrease in capital expenditure related to Egencia integration.

Financing Activities

During the year ended December 31, 2024, net cash used in financing activities of $85 million was primarily due to:

(i) $1,372 million of repayment of principal amount of term loans under the Original Credit Agreement upon

refinancing of debt in July 2024, (ii) $55 million of shares repurchased, (iii) $51 million related to debt refinancing

costs and premium for early repayment of term loans, and (iv) $28 million cash paid for taxes withheld upon

vesting of equity awards, offset by (v) $1,397 million of proceeds from borrowings under the A&R Credit Agreement, net

of discount, upon debt refinancing in July 2024 and (vi) $29 million cash received from contributions for ESPP and

exercise of stock options.

During the year ended December 31, 2023, net cash from financing activities of $120 million was primarily due to:

(i) $131 million of proceeds received from borrowings under the senior secured tranche B-4 term loan facilities, net

of discount and (ii) $7 million received from exercise of stock options and contributions for ESPP, partially offset by (iii) $5 million repayment of principal amount of senior secured term loans and finance leases, and (iv) $14 million cash paid for taxes withheld upon vesting / exercise of equity awards.

During the year ended December 31, 2022, net cash from financing activities of $292 million primarily consisted of $269 million of proceeds from the Business Combination and (ii) $200 million of proceeds received from delayed draw term loans borrowed under the senior secured tranche B-3 term loan facilities, partially offset by (iii) $168 million redemption of preferred share capital, including dividends accrued thereon, and (iv) $4 million repayment of principal amount of senior secured term loans and finance leases.

(i) $131 million of proceeds received from borrowings under the senior secured tranche B-4 term loan facilities, net of discount, and (ii) $7 million received from exercise of stock options and contributions for ESPP, partially offset by (iii) $5 million repayment of principal amount of senior secured term loans and finance leases, and (iv) $14 million cash paid for taxes withheld upon vesting / exercise of equity awards.

Free Cash Flow

9 unchanged sentences

This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of liquidity.

Set forth below is a reconciliation of net cash from (used in) operating activities to Free Cash Flow.

Set forth below is a reconciliation of net cash from operating activities to Free Cash Flow.

Year Ended December 31, Change

1 unchanged sentence

(in $ millions) 2024 2023 $ %

Net cash from (used in) operating activities $ 162 $ (394) $ 556 141 %

Net cash from operating activities $ 272 $ 162 $ 110 68 %

Purchase of property and equipment (107) (113) 6 4 %

Free Cash Flow $ 165 $ 49 $ 116 235 %

During the year ended December 31, 2023, our Free Cash Flow improvement of $537 million was due to a $556 million increase in net cash from operating activities as discussed above, offset by an increase of $19 million of cash outflows related to purchases of property and equipment.

During the year ended December 31, 2024, our Free Cash Flow improvement of $116 million was due to a $110 million increase in net cash from operating activities and a decrease of $6 million of cash outflows related to purchases of property and equipment as discussed above.

We define Net Debt as total debt outstanding consisting of current and non-current portion of long-term debt, net of unamortized debt discount and unamortized debt issuance costs, minus cash and cash equivalents.

11 unchanged sentences

Net Debt $ 848 $ 886

During the year ended December 31, 2023, our Net Debt decreased by $33 million.

The increase in debt, primarily resulting from additional borrowing of $135 million of principal amount of senior secured tranche B-4 term loans, was more than offset by increase in cash and cash equivalents balance $173 million.

For additional information on our long-term debt, see note 15 — Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report.

During the year ended December 31, 2024, our Net Debt decreased by $38 million due to $60 million increase in cash and cash equivalents balance offset by $22 million of net increase in total debt, net of unamortized debt discount and debt issuance costs, primarily resulting from refinanced term loans as discussed below.

On July 26, 2024, we amended and restated our senior secured credit facility, and borrowed an aggregate principal amount of $1,400 million of term loans.

The proceeds therefrom were used, in part, to repay in full the loans and other outstanding obligations (including premium, related fees and expenses) under the Original Credit Agreement (see note 13 - Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report).

Further, in January 2025, we amended the A&R Credit Agreement to reduce the interest rate margin on Initial Term Loans from 3.00% per annum to 2.50% per annum.(see note 25 - Subsequent Events to our consolidated financial statements included elsewhere in this Annual Report).

The reduction in margin is expected to decrease our annual cash interest payment by $7 million.

Debt Covenants

Our senior secured credit facility agreement contains customary restrictive financial and operating covenants.

Under our credit agreement, our interest rate margin depends upon our leverage ratio calculated in a manner as provided under the credit agreement.

Improvement in our leverage ratio during the last quarter of 2023 resulted in decrease in our interest rate margins from 6.75% to 6.00% in the case of tranche B-3 and B-4 term loans and from 6.25% to 5.50% in the case of revolving credit facility.

This would result in lowering our interest cost for the future periods and improving our liquidity.

Any future changes to our leverage ratio beyond set thresholds under the credit agreement could increase or decrease our interest rate margins.

As of December 31, 2023, we were in compliance with all applicable covenants under the senior secured credit agreement.

As of December 31, 2023, the Company’s long-term debt was rated “B+” by Standard & Poor’s Financial Services LLC (“S&P”).

The outlook on our long-term debt is “Stable”.

This was an improvement over the previous debt rating which was "B-".

In assessing our credit strength, we believe that S&P considered, among other things, our market share gains and strong operating performance.

Although we currently believe our long-term debt ratings will remain Stable, we cannot guarantee the future actions of S&P.

Our A&R Credit Agreement contains customary restrictive financial and operating covenants (see note 13 - Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report).

As of December 31, 2024, we were in compliance with all applicable covenants under the A&R Credit Agreement.

In February 2025, our borrowings under the A&R Credit Agreement was upgraded to BB- from “B+” by Standard & Poor’s Financial Services LLC ("S&P") with "Stable" outlook.

Earlier in 2024, we had also received a "B2" rating from Moody's Corporation ("Moody's") and "BBB-" rating from Fitch Ratings Inc.

Upon the upgrade in our credit rating in February 2025, our fee for Revolving Credit Facility, calculated based on the average daily commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum.

Our debt ratings have a direct impact on our future borrowing costs and access to capital markets.

Share Repurchase Program

In October 2024, our Board of Directors authorized our management to repurchase shares of the Company’s Class A common stock through December 31, 2027 in an amount not to exceed $300 million.

Under the share repurchase program, we are authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of our Class A common stock by means of open market transactions, privately negotiated transactions and/or by other means deemed appropriate or advisable by our management.

The timing, manner, price and amount of any repurchases will be subject to our discretion and depend on a variety of factors, including the market price of our Class A common stock, general market and economic conditions, regulatory requirements and other business considerations.

The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common stock under the program.

As of December 31, 2024, no shares have been repurchased under the share repurchase program and $300 million remains available to be utilized under the share repurchase program.

The share repurchase transaction that we entered into

in August 2024 (see note 19 - Shareholders' Equity to our consolidated financial statements included elsewhere in this Annual Report), was not part of this share repurchase program, and was a separately negotiated transaction with a shareholder.

Contractual Obligations and Commitments

As of December 31, 2024, our material cash requirements include the following contractual obligations and commercial commitments arising in the normal course of business.

Our debt obligation primarily includes all interest and principal of borrowings under our senior secured credit agreement.

Under certain circumstances, each year, a portion of the senior secured term loans outstanding under the senior secured credit agreement is required to be prepaid with a percentage of annual excess cash flow, if any, calculated in a manner set forth in the senior secured credit agreement.

Under certain circumstances, we will also be required to prepay, or make an offer to prepay, the senior secured term loans outstanding under the senior secured credit agreement with the proceeds received from certain other events, subject to certain exceptions and limitations set forth in the senior secured credit agreement.

Our debt obligation primarily includes all interest and principal of borrowings under our A&R Credit Agreement.

Under certain circumstances, each year, starting for the year ending December 31, 2025, a portion of the Initial Term Loans outstanding under the A&R Credit Agreement is required to be prepaid with a percentage of annual excess cash flow, if any, calculated in a manner set forth in the A&R Credit Agreement.

Under certain circumstances, we will also be required to prepay, or make an offer to prepay, the Initial Term Loans outstanding under the A&R Credit Agreement with the proceeds received from certain other events, subject to certain exceptions and limitations set forth in the A&R Credit Agreement.

For the year ended December 31, 2024, we have determined that no such mandatory prepayments, including any annual excess cash flow payments, are required.

Further, none of such mandatory prepayment amounts are included in the amounts presented here.

As of December 31, 2023, we had a total term-loans debt obligation, including

interest, of $1,794 million, with $154 million due within the next 12 months.

Interest on the term loans is based on LIBOR or SOFR, plus applicable margin, and excludes the effect of interest rate swaps.

For purposes of this disclosure, we have used synthetic USD LIBOR, SOFR and margin rates as of December 31, 2023 for all future periods.

S ee note 15 — Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report.

As of December 31, 2024, we had a total term-loans debt obligation, including interest, of $2,009 million, with $104 million due within the next 12 months.

Interest on the term loans is based on SOFR, plus applicable margin, and includes the effect of interest rate and cross currency swaps.

For purposes of this disclosure, we have used SOFR and margin rates as of December 31, 2024 for all future periods and have excluded the impact of changes in interest rate swap contracts entered into in January 2025 and debt repricing transaction of February 2025 (s ee note 13 — Long-term Debt and note 25 - Subsequent Events to our consolidated financial statements included elsewhere in this Annual Report).

Lease Obligations

The operating lease liability amounts are primarily related to corporate office facility leases, as well as other offices for our local operations.

Our operating leases expire on various dates through December 31, 2035.

Our operating leases expire on various dates through 2035.

In addition to minimum lease payments, we are responsible for taxes and other non-lease operating costs for leased premises.

57 unchanged sentences

The discount rate is used to calculate pension benefit obligations.

The discount rate assumption is developed by determining a constant effective yield that produces the same result as discounting projected plan cash flows

using high-quality (AA) bond yields of corresponding maturities as of the measurement date.

The discount rate assumption is developed by determining a constant effective yield that produces the same result as discounting projected plan cash flows using high-quality (AA) bond yields of corresponding maturities as of the measurement date.

We used weighted average discount rates of 4.9% for defined benefit pension plans as of December 31, 2024.

17 unchanged sentences

Inherent in such pricing models are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

We estimated the volatility of the earnout shares based on weighted average of our own share price volatility and implied volatility from historical volatility of select peer companies’ common stock that matched the expected remaining life of the earnout shares.

We estimated the volatility of the earnout shares based on weighted average of our own

share price volatility and implied volatility from historical volatility of select peer companies’ common stock that matched the expected remaining life of the earnout shares.

The risk-free interest rate was based on the U.S.

10 unchanged sentences

As we operate globally, the nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial.

It is inherently difficult and subjective to estimate such amounts, as we have to

determine the probability of various possible outcomes.

It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes.

We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria.

8 unchanged sentences

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-K

Item 7. Management’s Discussion and Analysis