Global Business Travel Group, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
GBTG$9.500.0%Stored close · as of Sep 28, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001820872-25-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001628280-25-050787
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 177 previous paragraphs and 196 current paragraphs.
116 unchanged; 47 reworded; 32 added; 13 removed; 1 previous and 1 current paragraphs rearranged.
Tables are not compared: 17 previous and 18 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (32)
Current report
•the impact of the federal government shutdown that began in October 2025;
Current report
•risks related to the business of CWT or unexpected liabilities that arise in connection with the transaction or the integration of CWT including our ability to apply our procedures regarding internal controls over financial reporting to CWT;
Current report
Merger of CWT
Current report
On September 2, 2025, we completed the acquisition of CWT in accordance with terms of the Merger Agreement (see note 3 - Business Acquisitionto our consolidated financial statements included elsewhere in this Form 10-Q).
Current report
Impact of Acquisition
Current report
From time-to-time we pursue accretive acquisitions and have realized substantial growth through our acquisition strategy. In September 2025, we completed the acquisition of CWT. CWT is a global business travel and meetings management company that provides corporate travel booking, program management and related services to enterprises and government clients.
Current report
Our consolidated financial statements for the three and nine months ended September 30, 2025 include the results of the CWT acquisition from the closing date of the transaction.
Current report
This acquisition will have an impact on our revenue, cost of revenue and other operating expenses (including integration, restructuring and depreciation and amortization). Further, purchase accounting under GAAP requires that all assets acquired and liabilities assumed in a business combination be recorded at fair value on the acquisition date. This could result in a significant amount of amortization of acquired intangibles (or impairments, if any) recorded in our results of operations, which may significantly impact our results of operations.
Current report
We define Adjusted Gross Profit as revenue less cost of revenue (excluding depreciation and amortization).
Current report
We define Adjusted Gross Profit Margin as Adjusted Gross Profit divided by revenue.
Current report
Set forth below is a reconciliation of Adjusted Gross Profit to Gross Profit.
Current report
Travel Revenue increased by $50 million or 10% due to $42 million of incremental revenue resulting from the CWT acquisition and $8 million due to an increase in Transaction Growth and increase in TTV, including $5 million of favorable foreign exchange impact.
Current report
For the three months ended September 30, 2025, restructuring charges of $29 million related primarily to restructuring actions initiated by us following a review of the combined business after completion of the CWT acquisition (see note 7 -Restructuring, Exit and Related Charges).
Current report
For the three months ended September 30, 2025, depreciation and amortization increased by $6 million, or 17%, primarily resulting from the CWT acquisition.
Current report
For the three months ended September 30, 2025, other loss, net, decreased by $11 million primarily due to favorable foreign exchange movements.
Current report
Nine Months Ended September 30, 2025 Compared to Nine Months Ended September 30, 2024
Current report
Travel Revenue increased by $58 million, or 4%, due to (i) $42 million of incremental revenue resulting from the CWT acquisition and $16 million due to Transaction Growth and increase in TTV growth including $5 million of favorable foreign exchange impact.
Current report
For the nine months ended September 30, 2025, depreciation and amortization decreased $6 million, or 4%, primarily due to certain intangible assets that were fully amortized during 2024, partially offset by incremental depreciation resulting from the CWT acquisition and accelerated amortization of leasehold improvements.
Current report
Other Loss, Net
Current report
Provision for Income Taxes
Current report
Further, the CWT acquisition resulted in incremental contractual commitments of $26 million that primarily relate to information technology contracts.
Current report
Business Combination
Current report
We account for business combinations using the purchase method of accounting, which requires that once control is obtained, all the assets acquired and liabilities assumed are recorded at their respective fair values, except for certain exceptions, at the date of acquisition. The determination of the acquisition date fair values of identifiable assets acquired and liabilities assumed requires estimates and the use of valuation techniques when fair value is not readily available and requires a significant amount of management judgment. We typically obtain independent third-party valuation to assist us in determining fair values, including assistance in determining discount rates, internal rate of return, royalty rates, market multiples, comparable market values, etc. Items involving significant assumptions, estimates and judgments include the following:
Current report
•Cash flow forecasts related to business acquired
Current report
•Fair value of contingent consideration;
Current report
•Identifying intangible assets and their fair valuation, including valuation methodology, estimates of future revenues and costs, profit allocation rates attributable to the acquired technology and discount rates;
Current report
•Estimates of market multiples for applying guideline public company method; and
Current report
•Deferred taxes, including projections of future taxable income and tax rates
Current report
We estimate the fair value of assets acquired and liabilities assumed based upon assumptions we believe to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Estimates associated with the accounting for acquisitions may change as additional information becomes available regarding the assets acquired and liabilities assumed. Due to the subjectivity and reliance on forward-looking inputs, these acquisition-related estimates qualify as critical accounting estimates.
Current report
For the valuation of intangible assets acquired in a business combination, we typically use an income approach. Specifically, for the CWT acquisition, we used the multi-period excess earnings method to determine the estimated acquisition date fair values of the customer relationships intangible assets. The significant assumptions used to estimate the fair values of customer relationships included forecasted revenues, expected customer attrition rates, and the discount rate applied. Although we believe its estimates of acquisition date fair values are reasonable, actual financial results could differ from those estimates due to the inherent uncertainty involved in making such estimates. Changes in assumptions concerning future financial results or other underlying assumptions could have a significant impact on the determination of the fair values of the customer relationships intangible assets acquired.
Current report
The fair values of software and trade names were determined by applying the relief from royalty method under the income approach. The relief from royalty method applies a royalty rate to projected income to quantify the benefit of owning the intangible asset rather than paying a royalty for use of the asset. The economic useful life for software was determined based on historical technology obsolescence patterns and prospective technological developments. The estimated economic useful life of the trade names was determined based on the expected probability of continued use of the brand asset.
Current report
The fair value of the equity-method investee acquired in the CWT acquisition was determined based on guideline public company method which determines a private company's fair value by comparing it to similar, publicly traded companies and uses a market multiple to arrive at the fair value. It involves selecting comparable companies, determining appropriate valuation multiple and applying market based adjustments which are all critical estimates to arrive at the fair value.
Removed paragraphs (13)
Previous report
•delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Merger;
Previous report
Pending Merger of CWT
Previous report
On March 24, 2024, we entered into an Agreement and Plan of Merger (as subsequently amended from time to time, the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), pursuant to which, among other things, we will acquire CWT (the "Merger").
Previous report
Based upon the latest amendment on March 21, 2025 to the Merger Agreement, the transaction values CWT at approximately $540 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction, we expect to fund the Merger with a combination of cash and an aggregate of approximately 50 million shares of our Class A common stock, par value $0.0001 per share ("Class A common stock"), at a price of $7.50 per share as purchase consideration.
Previous report
In January 2025, the U.S. Department of Justice (the "DOJ"), filed suit in the U.S. District Court for the Southern District of New York against us and CWT, seeking a permanent injunction to prevent the Merger. On July 29, 2025, the DOJ agreed to dismiss its complaint challenging our acquisition of CWT. We now expect to close the Merger transaction in the third quarter of 2025, subject to the satisfaction of the remaining closing conditions.
Previous report
Travel Revenue increased marginally by $1 million. Increase in revenue resulting from favorable foreign exchange impact of $5 million was partially offset by reduction in revenue due to decrease in yield.
Previous report
For the three months ended June 30, 2025, depreciation and amortization decreased by $5 million, or 12%, as certain intangible assets were fully amortized towards the end of the second quarter in 2024.
Previous report
Provision for (Benefit from) Income Taxes
Previous report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Previous report
Travel Revenue increased by $8 million, or 1%, primarily due to a1% increase in Transaction Growth and 3% increase in TTV, offset by a modest decline in yield.
Previous report
For the six months ended June 30, 2025, depreciation and amortization decreased $12 million, or 13%, as certain intangible assets were fully amortized during 2024.
Previous report
Other (Loss) Income, Net
Previous report
For the six months ended June 30, 2025, other loss, net, was $20 million compared to other income, net, of $6 million for the six months ended June 30, 2024. The adverse movement of $26 million was primarily driven by unfavorable foreign exchange movements.
Reworded paragraphs (47)
Previous wording
•the inability to complete, costs related to, or the inability to recognize the anticipated benefits of, the Merger; and
Current wording
•costs related to, or the inability to recognize the anticipated benefits of our merger (the “Merger”) with CWT Holdings, LLC. ("CWT");
Previous wording
•the outcome of any legal proceedings that may be instituted against the Company or CWT Holdings, Inc. (“CWT”) in connection with our merger with CWT (the “Merger”);
Current wording
•the outcome of any legal proceedings that may be instituted against the Company in connection with the Merger; and
Previous wording
•The Amex GBT marketplace is our proprietary capability to provide travel suppliers with efficient access to business travel clients serviced by our diverse portfolio of leading travel management solutions and Network Partners (defined below). We believe this access allows travel suppliers to benefit from premium demand (which we generally view as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing the complex needs of, our business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our business clients, delivering access to extensive and competitive content including exclusive negotiated content.
Current wording
•The Amex GBT marketplace is our proprietary capability to provide travel suppliers with efficient access to business travel clients serviced by our diverse portfolio of leading travel management solutions and Network Partners (defined below). We believe this access allows travel suppliers to benefit from premium demand (which we generally view as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing the diverse requirements of, our business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our business clients, delivering access to extensive and competitive content including unique negotiated content.
Previous wording
While transactions grew marginally during the six months ended June 30, 2025, there are growing macro-economic and political uncertainties such as recent U.S. tariffs, risk of recession, inflationary pressures, currency fluctuations, stock market volatility and geopolitical conflicts, which have contributed to an increasingly complex business environment and uncertainty in business trends. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.
Current wording
While transactions grew during the nine months ended September 30, 2025, macro-economic and political uncertainties such as U.S. tariffs, risk of recession, inflationary pressures, currency fluctuations, stock market volatility and geopolitical conflicts, have contributed to an increasingly complex business environment and uncertainty in business trends. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.
Previous wording
For the three months ended June 30, 2025, TTV increased by $167 million, or 2%, to $7,891 million compared to the three months ended June 30, 2024. For the six months ended June 30, 2025, TTV increased by $411 million, or 3%, to $16,240 million compared to the six months ended June 30, 2024.The increase in TTV during the three months ended June 30, 2025 was primarily due to favorable impact from foreign currency exchange rates and an increase in both average air transaction price and average hotel stay price. The increase in TTV during the six months ended June 30, 2025 was primarily due to an increase in both average air transaction price and average hotel stay price.
Current wording
For the three months ended September 30, 2025, TTV increased by $1,771 million, or 23% , to $9,523 million compared to the three months ended September 30, 2024, with CWT contributing 14% of this growth. For the nine months ended September 30, 2025, TTV increased by $2,182 million, or 9%, to $25,763 million compared to the nine months ended September 30, 2024, with CWT contributing 4% of this growth. The remaining increase in TTV during both the three and nine months ended September 30, 2025 was primarily due to Transaction Growth, an increase in both average air transaction price and average hotel stay price and a favorable impact from foreign currency exchange rates.
Previous wording
Transaction Growth remained stable for the three months ended June 30, 2025 and was 1% for the six months ended June 30, 2025 compared to the respective prior year periods. Marginal increase in Transaction Growth during the six months ended June 30, 2025 was primarily due to share gains and increased demand for business travel from our clients, and an increase in global multinational customer base performance.
Current wording
Transaction Growth was 19% for the three months ended September 30, 2025 and was 7% for the nine months ended September 30, 2025, with CWT contributing 15% and 5% of this growth, respectively. The remaining Transaction Growth during both the three and nine months ended September 30, 2025 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.
Previous wording
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses
Current wording
Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Expenses
Previous wording
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. In addition, these measures may not be comparable to similarly titled measures used by other companies.
Current wording
Adjusted Gross Profit, Adjusted Gross Profit Margin, 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 gross profit, net income (loss) or total operating expenses, as determined under GAAP. In addition, these measures may not be comparable to similarly titled measures used by other companies.
Previous wording
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses should not be considered as a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.
Current wording
Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses should not be considered as a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.
Previous wording
We believe that the adjustments applied in presenting EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business.
Current wording
We believe that the adjustments applied in presenting Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business.
Previous wording
We use these measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.
Current wording
We use these measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that Adjusted Gross Profit, Adjusted Gross Profit Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.
Previous wording
Set forth below is a reconciliation of net income to EBITDA and Adjusted EBITDA.
Current wording
Set forth below is a reconciliation of net (loss) income to EBITDA and Adjusted EBITDA.
Previous wording
(a)Includes (i) employee severance costs/(reversals) of $11 million and $(3) million for the three months ended June 30, 2025 and 2024, respectively, and $15 million and $6 million for the six months ended June 30, 2025 and 2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $1 million for each of the three and six months ended June 30, 2025 and (iii) contract costs related to facility abandonment of $1 million for the three and six months ended June 30, 2025.
Current wording
(a)Includes (i) employee severance costs of $29 million and $2 million for the three months ended September 30, 2025 and 2024, respectively, and $44 million and $8 million for the nine months ended September 30, 2025 and 2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $2 million and $4 million for the three months ended September 30, 2025 and 2024, respectively and $3 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively and (iii) contract costs related to facility abandonment of $0 and $2 million for the three months ended September 30, 2025 and 2024, respectively, and $1 million and $2 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $0 and $3 million for the three months ended June 30, 2025 and 2024, respectively, and $1 million and $6 million for the six months ended June 30, 2025 and 2024, respectively, and (ii) legal and professional services costs/ (reversals) of $0 and $4 million for the three months ended June 30, 2025 and 2024, respectively and $(1) million and $5 million for the six months ended June 30, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange (loss) gains of $(10) million and $1 million for the three months ended June 30, 2025 and 2024, respectively, and $(17) million and $9 million for the six months ended June 30, 2025 and 2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $1 million and $2 million for the three months ended June 30, 2025 and 2024, respectively, and $3 million and $3 million for the six months ended June 30, 2025 and 2024, respectively.
Current wording
(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million and $6 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) legal and professional services costs/ (reversals) of $1 million and $(1) million for the three months ended September 30, 2025 and 2024, respectively and $0 and $4 million for the nine months ended September 30, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange loss of $2 million and $14 million for the three months ended September 30, 2025 and 2024, respectively, and $19 million and $5 million for the nine months ended September 30, 2025 and 2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $2 million and $1 million for the three months ended September 30, 2025 and 2024, respectively, and $5 million and $4 million for the nine months ended September 30, 2025 and 2024, respectively.
Previous wording
For the three months ended June 30, 2025, our total revenue increased by $6 million, or 1%, primarily due to an increase in Product and professional services revenue. The increase in total revenue was primarily driven by (i) an $8 million favorable foreign exchange impact, partially offset by (ii) a modest decline of 10bps in yield to 8% due to a mix of non-TTV driven revenue and higher digital transactions. Yield is calculated as total revenue divided by TTV for the same period.
Current wording
For the three months ended September 30, 2025, our total revenue increased by $77 million, or 13%, primarily due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was primarily driven by $57 million of incremental revenue resulting from the CWT acquisition and a $20 million increase due to Transaction Growth and increase in TTV, including a favorable foreign exchange impact of $9 million. Additionally, there was a decline in yield during the period due to the intentional continued shift to digital transactions and the fixed components of our revenue. Yield is calculated as total revenue divided by TTV for the same period.
Previous wording
Product and Professional Services Revenue increased by $9 million, or 4%, primarily due to a $4 million increase in management fees and a $4 million increase in other professional services revenue.
Current wording
Product and professional services revenue increased $27 million, or 23%, due to $15 million of incremental revenue resulting from the CWT acquisition, an $8 million increase in other professional services revenue and a $4 million increase in management fees, including $4 million of favorable foreign exchange impact.
Previous wording
For the three months ended June 30, 2025, cost of revenue (excluding depreciation and amortization) decreased by $5 million, or 2%, due to (i) a $15 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives, partially offset by (ii) a $5 million related to employee merit increases and (iii) a $5 million increase due to unfavorable foreign exchange impact.
Current wording
For the three months ended September 30, 2025, cost of revenue (excluding depreciation and amortization) increased by $33 million, or 14%, primarily due to (i) $30 million of incremental expenses resulting from the CWT acquisition, (ii) a $6 million increase due to unfavorable foreign exchange impact, and (iii) a $5 million related to employee merit increases, partially offset by (iv) $7 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives.
Previous wording
For the six months ended June 30, 2025, sales and marketing expenses increased by $16 million, or 8%, primarily due to (i) a $10 million increase related to higher employee headcount and merit increases, (ii) a $6 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $4 million increase mainly due to professional services vendor spend, partially offset by (iv) a $7 million reduction in expenses primarily due to cost savings initiatives.
Current wording
For the three months ended September 30, 2025, sales and marketing expenses increased by $9 million, or 8%, primarily due to (i) $6 million of incremental expenses resulting from the CWT acquisition, (ii) a $3 million increase related to higher employee headcount and merit increases, (iii) $3 million of increased costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base and (iv) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $6 million reduction in expenses primarily due to cost savings initiatives.
Previous wording
For the three months ended June 30, 2025, technology and content costs increased by $8 million, or 8%, due to (i) a $5 million increase related to higher employee headcount and merit increases, (ii) a $5 million increase in expenses to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $3 million increase due to unfavorable foreign exchange impact, partially offset by (iv) a $5 million reduction in expenses due to cost savings initiatives.
Current wording
For the three months ended September 30, 2025, technology and content costs increased by $18 million, or 15%, due to (i) $10 million of incremental expenses resulting from the CWT acquisition, (ii) a $6 million increase in expenses to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $2 million increase related to employee merit increases and (iv) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $2 million reduction in expenses due to cost savings initiatives.
Previous wording
For the six months ended June 30, 2025, general and administrative expenses decreased by $29 million, or 18%, due to (i) a $19 million decrease in head office costs and other corporate expenses, (ii) a $5 million decrease in integration costs and (iii) a $5 million decrease resulting from cost saving initiatives.
Current wording
For the three months ended September 30, 2025, general and administrative expenses increased marginally by $1 million. Incremental expenses of $8 million resulting from the CWT acquisition and a $3 million increase in head office costs was partially offset by reduction in expenses of $5 million due to cost savings initiatives, a $3 million decrease in integration costs and a $2 million decrease in mergers and acquisitions costs.
Previous wording
For the six months ended June 30, 2025, interest expense decreased by $18 million or 27%. The fixed rate margins were generally lower during the six months ended June 30, 2025 compared to six months ended June 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 7- Long-term Debt). The changes in variable interest rates did not have material impact due to interest rate hedges being in place.
Current wording
For the three months ended September 30, 2025, interest expense decreased by $4 million or 13%. The fixed rate margins were generally lower during the three months ended September 30, 2025 compared to three months ended September 30, 2024 due to refinancing of term loans in July 2024 and a further repricing of term loans in February 2025 (see note 8- Long-term Debt). The reduction in variable interest rates further reduced our interest expense in respect of a portion of debt not covered by interest rate swaps hedges.
Previous wording
During the six months ended June 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $106 million to our consolidated statements of operations compared to a credit of $8 million during the six months ended June 30, 2024. The decrease in fair value of earnout derivative liability during the six months ended June 30, 2025 was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of June 30, 2025.
Current wording
During the three months ended September 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a charge of $26 million to our consolidated statements of operations compared to a charge of $22 million during the three months ended September 30, 2024. The increase in fair value of earnout derivative liability during the three months ended September 30, 2025, was mainly driven by the increase in our stock price as of September 30, 2025.
Previous wording
For the three months ended June 30, 2025 and 2024, we had income tax provision (benefit) of $21 million and $(26) million, respectively. Our effective tax rate for the three months ended June 30, 2025 of 64.9% is higher than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Additionally, these items have a greater impact on the effective tax rate for the period due to the low pre-tax net income. Our effective tax rate for the three month period ended June 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, certain U.S. minimum taxes, non-deductible expenses, and non-taxable income. The impact of these items has a large impact on the effective tax rate due to the low pre-tax net income.
Current wording
For the three months ended September 30, 2025 and 2024, we had income tax provision of $24 million and $54 million, respectively. Our effective tax rate for the three months ended September 30, 2025 of (60%) is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, the tax impact of non-deductible expenses and the non-taxable loss on the fair value change in the earnout shares derivative liability during the period. Additionally, these items have a greater impact on the effective tax rate for the period due to the pre-tax net loss incurred during the three months ended September 30, 2025. Our effective tax rate for the three month period ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and non-deductible expenses.
Previous wording
The following is a discussion of our results of the consolidated statements of operations for the six months ended June 30, 2025 and 2024:
Current wording
The following is a discussion of our results of the consolidated statements of operations for the nine months ended September 30, 2025 and 2024:
Previous wording
For the six months ended June 30, 2025, our total revenue increased by $17 million, or 1%, due to an increase in both Travel Revenue and Product and professional services revenue. The increase in total revenue was driven by a 1% increase in Transaction Growth and 3% increase in TTV, offset by a modest decline of 9 bps in yield to 7.7% due to mix of non-TTV driven revenue and higher digital transactions. On a full-year basis, revenue yield is expected to decline 10 to 20 basis points year over year.
Current wording
For the nine months ended September 30, 2025, our total revenue increased by $94 million, or 5%, due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was driven by $57 million of incremental revenue resulting from the CWT acquisition and a $37 million from Transaction Growth and increase in TTV, including a $10 million favorable foreign exchange impact. Additionally, there was a decline in yield during the period due to the intentional continued shift to digital transactions and the fixed components of our revenue. Yield is calculated as total revenue divided by TTV for the same period.
Previous wording
Product and professional services revenue increased $5 million, or 4%, primarily due to a $3 million increase in management fees and $3 million of favorable foreign exchange impact.
Current wording
Product and Professional Services Revenue increased by $36 million, or 10%, due to $15 million of incremental revenue resulting from the CWT acquisition, a $13 million increase in other professional services revenue including $5 million of favorable foreign exchange impact and an $8 million increase in management fees.
Previous wording
For the six months ended June 30, 2025, cost of revenue (excluding depreciation and amortization) decreased by $19 million, or 4%, due to (i) $29 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives, partially offset by (ii) an $11 million related to employee merit increases.
Current wording
For the nine months ended September 30, 2025, cost of revenue (excluding depreciation and amortization) increased by $14 million, or 2%, primarily due to (i) $30 million of incremental expenses resulting from the CWT acquisition, (ii) $16 million related to employee merit increases and (iii) $5 million increase due to unfavorable foreign exchange impact, partially offset by (iv) $36 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives.
Previous wording
For the three months ended June 30, 2025, sales and marketing expenses increased by $12 million, or 13%, primarily due to (i) a $7 million increase mainly due to professional services vendor spend and costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (ii) a $5 million increase related to higher employee headcount and merit increases, (iii) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (iv) a $3 million reduction in expenses primarily due to cost savings initiatives.
Current wording
For the nine months ended September 30, 2025, sales and marketing expenses increased by $25 million, or 8%, primarily due to (i) a $13 million increase related to higher employee headcount and merit increases, (ii) a $9 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) $6 million of incremental expenses resulting from the CWT acquisition, (iv) a $4 million increase mainly due to professional services vendor spend, (v) $3 million increase due to unfavorable foreign exchange impact, partially offset by (vi) a $13 million reduction in expenses primarily due to cost savings initiatives.
Previous wording
For the six months ended June 30, 2025, technology and content costs increased by $20 million, or 10%, primarily due to (i) a $15 million increase related to higher employee headcount and merit increases and (ii) a $9 million increase to support growth plans in hotel acceleration and small and medium enterprise customer base, partially offset by (iii) a $7 million reduction in expenses due to cost savings initiatives.
Current wording
For the nine months ended September 30, 2025, technology and content costs increased by $38 million, or 11%, primarily due to (i) a $17 million increase related to higher employee headcount and merit increases and (ii) a $15 million increase to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) $10 million of incremental expenses resulting from the CWT acquisition, and (iv) a $4 million increase due to unfavorable foreign exchange impact, partially offset by (v) a $9 million reduction in expenses due to cost savings initiatives.
Previous wording
For the three months ended June 30, 2025, general and administrative expenses decreased by $11 million, or 14%, primarily due to (i) a $14 million decrease in head office costs and other corporate expenses, (ii) a $4 million decrease in integration costs and (iii) a $4 million reduction in expenses primarily due to cost savings initiatives, partially offset by (iv) a $12 million increase in mergers and acquisitions costs.
Current wording
For the nine months ended September 30, 2025, general and administrative expenses decreased by $28 million, or 12%, primarily due to (i) a $16 million decrease in head office costs and other corporate expenses, (ii) a $10 million decrease resulting from cost saving initiatives, (iii) $8 million decrease in integration costs, and (iv) a $3 million decrease in mergers and acquisitions costs, partially offset by (v) $8 million of incremental expenses resulting from the CWT acquisition.
Previous wording
For the six months ended June 30, 2025, restructuring charges of $16 million primarily related to employee severance costs due to reduction in workforce to improve operational efficiencies.
Current wording
For the nine months ended September 30, 2025, restructuring charges of $45 million primarily related to restructuring actions initiated by us following a review of the combined business after completion of the CWT acquisition and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 7 -Restructuring, Exit and Related Charges).
Previous wording
For the three months ended June 30, 2025, interest expense decreased by $9 million or 27%. The fixed rate margins were generally lower during the three months ended June 30, 2025 compared to three months ended June 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 7- Long-term Debt). The changes in variable interest rates did not have material impact due to interest rate hedges being in place.
Current wording
For the nine months ended September 30, 2025, interest expense decreased by $22 million or 23%. The fixed rate margins were generally lower during the nine months ended September 30, 2025 compared to nine months ended September 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 8- Long-term Debt). The reduction in variable interest rates further reduced our interest expense in respect of a portion of debt not covered by interest rate swaps hedges.
Previous wording
During the three months ended June 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $32 million to our consolidated statements of operations compared to a charge of $10 million during the three months ended June 30, 2024. The decrease in fair value of earnout derivative liability during the three months ended June 30, 2025, was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of June 30, 2025.
Current wording
During the nine months ended September 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $80 million to our consolidated statements of operations compared to a charge of $14 million during the nine months ended September 30, 2024. The decrease in fair value of earnout derivative liability during the nine months ended September 30, 2025 was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of September 30, 2025.
Previous wording
For the three months ended June 30, 2025, other loss, net, increased by $10 million primarily due to unfavorable foreign exchange movements.
Current wording
For the nine months ended September 30, 2025, other loss, net, increased by $15 million primarily due to unfavorable foreign exchange movements.
Previous wording
For the six months ended June 30, 2025 and 2024, we had income tax expense of $42 million and $1 million, respectively. Our effective tax rate for the six months ended June 30, 2025 of 32.8% is higher than the U.S. federal statutory corporate income tax rate of 21% primarily due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Our effective tax rate for the six months ended June 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to permanent differences between financial accounting income and income for tax purposes, changes to the valuation allowance and certain U.S. minimum taxes expected to arise for the full year. The impact of these items has a large impact on the effective tax rate due to the low pre-tax net income.
Current wording
For the nine months ended September 30, 2025 and 2024, we had income tax expense of $66 million and $55 million, respectively. Our effective tax rate for the nine months ended September 30, 2025 of 73% is higher than the U.S. federal statutory corporate income tax rate of 21% primarily due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Our effective tax rate for the nine months ended September 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred taxes, non-deductible expenses and and certain U.S. minimum taxes.
Previous wording
We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short-term. 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 as well as cash and cash equivalent balances on hand. As of June 30, 2025 and December 31, 2024, our cash and cash equivalent balances were $601 million and $536 million, respectively. During the six months ended June 30, 2025 and 2024, our net cash from operating activities was $110 million and $122 million, respectively, and our Free Cash Flow was $53 million and $73 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 June 30, 2025, our Revolving Credit Facility remained fully undrawn. However, our full utilization of the $360 million of available commitments thereunder may be effectively limited with the leverage-based financial covenant requirements.
Current wording
We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short-term. 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 as well as cash and cash equivalent balances on hand. As of September 30, 2025 and December 31, 2024, our cash and cash equivalent balances were $427 million and $536 million, respectively. During the nine months ended September 30, 2025 and 2024, our net cash from operating activities was $181 million and $207 million, respectively, and our Free Cash Flow was $91 million and $132 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 September 30, 2025, our Revolving Credit Facility of $360 million under the A&R Credit Agreement remained fully undrawn; however, our full utilization of the $360 million of available commitments thereunder may be effectively limited with the leverage-based financial covenant requirements.
Previous wording
Cash Flows for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Current wording
Cash Flows for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024
Previous wording
As of June 30, 2025, we had $618 million of cash, cash equivalents and restricted cash, an increase of $57 million compared to December 31, 2024. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Current wording
As of September 30, 2025, we had $481 million of cash, cash equivalents and restricted cash, a decrease of $80 million compared to December 31, 2024. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.
Previous wording
During the six months ended June 30, 2025, net cash from operating activities decreased by $12 million due to (i) $43 million cash outflows resulting from investment in working capital and higher income tax payments that were mitigated by an increase in operating income before considering non-cash charges or credits and lower cash interest payments, partially offset by (ii) $31 million of proceeds upon termination of interest rate swap contracts.
Current wording
During the nine months ended September 30, 2025, net cash from operating activities decreased by $26 million due to (i) $57 million cash outflows resulting from investment in working capital including higher income tax payments that were mitigated by an increase in operating income before considering non-cash charges / credits, offset by (ii) $31 million of proceeds upon termination of interest rate swap contracts.
Previous wording
During the six months ended June 30, 2025, cash used in investing activities decreased by $14 million due to (i) $27 million of proceeds received on maturity of foreign exchange forward contract derivatives that economically hedged certain foreign currency intercompany balances, partially offset by (ii) an $8 million increase in cash outflows related to purchase of property and equipment and (iii) $5 million of proceeds received during 2024 for a loan given to an equity affiliate in prior period.
Current wording
During the nine months ended September 30, 2025, cash used in investing activities increased by $131 million primarily due to (i) $138 million cash paid as part of purchase consideration for the acquisition of CWT and (ii) a $15 million increase in cash outflows related to purchase of property and equipment, offset by (iii) $27 million of proceeds received on maturity of foreign exchange forward contract derivatives that economically hedged certain foreign currency intercompany balances.
Showing the first 40 of 47 pairs. Open the source sections for the rest.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
For the three months ended June 30, 2025, restructuring charges of $12 million related to employee severance costs was primarily due to reduction in workforce to improve operational efficiencies.