Global Business Travel Group, Inc.

Previous wording

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, and the related notes, included elsewhere in this Annual Report. The discussion and analysis below presents our historical results as of and for the years ended on, the dates indicated. The historical financials below, for the period prior to the Business Combination, are those of GBT JerseyCo Limited and its subsidiaries that became predecessors of GBTG upon the consummation of the Business Combination and, depending on the context, “we,” “us,” or “our,” could mean GBT JerseyCo and its subsidiaries or GBTG and its subsidiaries.

Current wording

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, and the related notes, included elsewhere in this Annual Report. The discussion and analysis below presents our historical results as of and for the years ended on, the dates indicated. Unless otherwise indicated or the context otherwise requires, the terms , “we,” “us,” or “our,” refer to GBTG and its subsidiaries.

Previous wording

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.

Current wording

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.

Previous wording

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

Current wording

For the year ended December 31, 2025, Transaction Growth was 14% compared to the year ended December 31, 2024, with CWT contributing to 12% of this growth. The remaining increase in Transaction Growth for this period was primarily due to share gains and increased demand for business travel from our clients.

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 and Adjusted Operating Expenses

Previous wording

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) .

Current wording

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 derivative liabilities, gain (loss) on remeasurement of previously held equity investment, foreign currency gains (losses) and non-service components of net periodic pension benefit (cost) .

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 measures of liquidity or as measures 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 measures of liquidity or as measures 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. We further believe that these measures assist investors, potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.

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. 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 loss to EBITDA and Adjusted EBITDA.

Current wording

Set forth below is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA.

Previous wording

(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.

Current wording

(a)Includes (i) employee severance costs of $48 million, and $11 million for the years ended December 31, 2025 and 2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $6 million and $4 million for the years ended December 31, 2025 and 2024, respectively, and (iii) contract costs related to abandoned leased facilities and other related costs of $4 million and $2 million for the years ended December 31, 2025 and 2024, respectively.

Previous wording

(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 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.

Current wording

(g)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million and $8 million for the years ended December 31, 2025 and 2024, respectively, and (ii) legal and professional services costs of $2 million and $5 million for the years ended December 31, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange losses (gains) of $19 million and $(22) million for the years ended December 31, 2025 and 2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $10 million and $5 million for the years ended December 31, 2025 and 2024, respectively.

Previous wording

For the year ended December 31, 2024, our total revenue increased by $133 million, or 6%, due toan 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.

Current wording

For the year ended December 31, 2025, our total revenue increased by $295 million, or 12%, due toan increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was driven by $209

Previous wording

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.

Current wording

For the year ended December 31, 2025, technology and content increased by $85 million, or 19%, primarily due to (i) a $44 million of incremental expenses resulting from the CWT acquisition, (ii) a $27 million increase related to higher employee headcount and merit increases and (iii) a $22 million increase to support growth plans in hotel acceleration and small and medium enterprise client base, partially offset by (iv) an $11 million reduction in expenses due to cost savings initiatives. Increase in technology and content expenses includes $10 million of unfavorable foreign exchange impact.

Previous wording

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.

Current wording

For the year ended December 31, 2025, general and administrative expenses decreased by $18 million, or 6%, due to (i) a $17 million decrease resulting from cost saving initiatives, (ii) a $15 million decrease in employee incentives , (iii) a $10 million decrease in mergers and acquisitions costs, and (iv) a $4 million decrease in integration costs, partially offset by (v) $24 million of incremental expenses resulting from the CWT acquisition and (vi) $4 million increase in head office and other corporate costs.

Previous wording

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.

Current wording

For the year ended December 31, 2025, depreciation and amortization increased by $14 million, or 8%, primarily due to incremental depreciation resulting from the CWT acquisition, increase in amortization of capitalized software and accelerated amortization of certain leasehold improvements, partially offset by certain intangible assets that were fully amortized during 2024.

Previous wording

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.

Current wording

For the year ended December 31, 2025, interest expense decreased by $20 million, or 17%. The fixed rate margins were generally lower during the year ended December 31, 2025 compared to the year ended December 31, 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 13 -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 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.

Current wording

During the year ended December 31, 2025, we repriced our term loans in January 2025, that resulted in a loss on early extinguishment of debt of $2 million due to certain lenders leaving the consortium. In 2024, we refinanced our debt and repaid the entire principal amount of term loans outstanding under our then existing credit agreement, including early prepayment penalty, and recognized a loss on early extinguishment of debt of $38 million.

Previous wording

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.

Current wording

For the year ended December 31, 2025, the fair value of our derivative liabilities related to our earnout shares resulted in a credit of$96 million to our consolidated statement of operations compared to a charge of $56 million during the year ended December 31, 2024. The decrease in fair value of earnout derivative liability was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of December 31, 2025.

Previous wording

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.

Current wording

For the year ended December 31, 2025 and 2024, we had an income tax expense of $40 million and $66 million, respectively, and our effective tax rate was 27.41% and 92.96%, respectively. Our effective tax rate for the year ended

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 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, 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.

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 December 31, 2025 and December 31, 2024, our cash and cash equivalent balances were $434 million and $536 million, respectively. During the years ended December 31, 2025 and 2024, our cash flows from operating activities were $233 million and $272 million, respectively, and our Free Cash Flow was $104 million and $165 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, 2025, our$360 million of Revolving Credit Facility 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

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.

Current wording

reductions. Cost savings include benefits for actions taken in the prior years and in 2025. Further, from time to time, we have entered into several financial transactions, including debt financing / refinancing / repricing transactions to reduce costs and improve liquidity. In February 2025, we entered in an amendment to our A&R Credit Agreement to reduce our interest rate margins by 50 bps. Similarly, in January 2026, we entered into second amendment to our credit facility to reduce our interest margins by 50 bps and additionally borrowed a principal amount of $100 million (see note 13 -Long-term Debt and note 25 -Subsequent Events to our 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 by 0.125% 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.

Previous wording

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 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 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.

Current wording

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 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.

Previous wording

As of December 31, 2024, we had $561 million of cash, cash equivalents and restricted cash, an increase of$72 million compared to December 31, 2023. The following discussion summarizes changes to our cash from operating, investing and financing activities for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Current wording

As of December 31, 2025, we had $479 million of cash, cash equivalents and restricted cash, a decrease of$82 million compared to December 31, 2024. The following discussion summarizes changes to our cash from operating, investing and financing activities for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Previous wording

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.

Current wording

For the year ended December 31, 2025, net cash from operating activities was $233 million compared to $272 million of net cash from operating activities for the year ended December 31, 2024. The decrease in cash flows from operating activities of$39 million was due to (i) $74 million cash outflows resulting from movement in working capital including increase in net income tax payments and cash payments related to merger and acquisition that were mitigated by an increase in operating income before considering non-cash charges / credits, offset by (ii) $35 million of increased cash inflows resulting from termination of interest rate swap contracts.

Previous wording

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

Current wording

During the year ended December 31, 2025, net cash used in financing activities increased by$43 million primarily due to (i) a $39 million increase in net outflow of principal amount of term loans under the A&R Credit Agreement ($25 million of net inflow resulting from refinancing of term loans during the year ended December 31, 2024, compared to $14 million of repayment of term loans during the year ended December 31, 2025), (ii) a $21 million decrease in cash received from contributions for ESPP (as defined herein) and exercise of stock options, (iii) a $18 million increase in cash paid for repurchase of our common shares, and (iv) a $15 million increase in cash paid for taxes withheld upon vesting of equity awards, partially offset by (v) a $51 million decrease in cash paid related to debt refinancing costs and make-whole premium for early repayment of term loans.

Previous wording

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.

Current wording

During the year ended December 31, 2025, our Free Cash Flow decreased by$61 million due to a$39 million decrease in net cash from operating activities and an increase of$22 million of cash outflows related to purchases of property and equipment as discussed above.

Previous wording

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.

Current wording

During the year ended December 31, 2025, our Net Debt increased by $136 million due to $102 million decrease in cash and cash equivalents balance and$34 million of net increase in total debt, net of unamortized debt discount and debt issuance costs.

Previous wording

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.

Current wording

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. Further, in February 2025, we amended the A&R Credit Agreement to reduce the interest rate margin on term loans from 3.00% per annum to 2.50% per annum.(see note 13 -Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report).

Previous wording

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).

Current wording

The A&R 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).

Previous wording

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.

Current wording

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. In March 2025, Moody's Corporation also upgraded our senior secured credit facilities to "B1" from "B2" and in June 2025, Fitch Ratings Inc. revised our rating outlook from Stable to Positive, while maintaining a "BBB-" rating.

Previous wording

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.

Current wording

was authorized to repurchase, in an amount not to exceed $300 million, shares of the Company's Class A common stock

Previous wording

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.

Current wording

million that remains available to be utilized under the share repurchase program (see note 19 -Shareholders' Equity to our consolidated financial statements included elsewhere in this Annual Report.)

Previous wording

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, 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 (see note 13— Long-term Debt andnote 25 -Subsequent Eventsto our consolidated financial statements included elsewhere in this Annual Report).

Current wording

Our debt obligation primarily includes all interest and principal of borrowings under our A&R Credit Agreement. Under certain circumstances, each year, a portion of our 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 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, 2025, 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, 2025, we had a total term-loans debt obligation, including interest, of $1,870 million, with $103 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, 2025 for all future periods and have excluded the impact of debt repricing and additional borrowing transaction of January 2026 (seenote 25 -Subsequent Eventsto our consolidated financial statements included elsewhere in this Annual Report).

Previous wording

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 2035. In addition to minimum lease payments, we are responsible for taxes and other non-lease operating costs for leased premises. As of December 31, 2024, our operating leases had fixed lease payment obligations, including imputed interest, of $102 million, with $20 million payable within 12 months. Our finance lease obligations as of December 31, 2024 were not material. See note 9 –Leases to our consolidated financial statements included elsewhere in this Annual Report.

Current wording

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 2035. In addition to minimum lease payments, we are responsible for taxes and other non-lease operating costs for leased premises. As of December 31, 2025, our operating leases had fixed lease payment obligations, including imputed interest, of $108 million, with $32 million payable within 12 months. Our finance lease obligations as of December 31, 2025 were $14 million. See note 9 –Leases and note 13 - Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report.

Previous wording

We have certain purchase obligations related to information technology (“IT”) agreements and certain other services. Agreements with IT providers include cloud-based services, hosting and licensing contracts. Other purchase commitments represent contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, 2024. As of December 31, 2024, we had a total purchase obligation of $345 million, with $121 million due within the next 12 months. See note 16— Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2024 included elsewhere in this Annual Report for further information related to our purchase obligations as well as amounts outstanding as of December 31, 2024 related to letters of credit and guarantees.

Current wording

We have certain purchase obligations related to IT agreements and certain other services. Agreements with IT providers include cloud-based services, hosting and licensing contracts. Other purchase commitments represent contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, 2025. As of December 31, 2025, we had a total purchase obligation of $481 million, with $177 million due within the next 12 months. See note 16— Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2025 included elsewhere in this Annual Report for further information related to our purchase obligations as well as amounts outstanding as of December 31, 2025 related to letters of credit and guarantees.

Previous wording

Our obligations related to defined benefit plans are actuarially determined on an annual basis at our financial year end. As of December 31, 2024, plan contributions of $25 million were expected to be made in 2025. Funding projections beyond 2025 are not practical to estimate based on currently available information.

Current wording

Our obligations related to defined benefit plans are actuarially determined on an annual basis at our financial year end. As of December 31, 2025, plan contributions of $35 million were expected to be made in 2026. Funding projections beyond 2026 are not practical to estimate based on currently available information.

Previous wording

We receive incentives from air travel suppliers for flown incremental bookings above minimum targeted thresholds established under relevant agreements. There is generally a time-lag by when the airlines provide full details for the actual flown incremental bookings. Therefore, we estimate such incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as the consideration is variable and determined by meeting volume targets, requiring significant management judgement.

Current wording

We receive incentives from air travel suppliers for flown incremental bookings above minimum targeted thresholds established under relevant agreements. There is generally a time-lag by when the airlines provide full details for the actual flown incremental bookings. Therefore, we estimate such incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as the consideration is variable and determined by meeting volume targets, requiring significant management judgment.

Previous wording

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

Current wording

Discount rate: 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. We used weighted average discount rates of 4.6% for defined benefit pension plans as of December 31, 2025.

Previous wording

The impact of a 100 basis point increase or decrease in the discount rate for defined benefit pension plans would be to decrease pension liabilities by $68 million or increase pension liabilities by $85 million, respectively, as of December 31, 2024. The sensitivity to a 100 basis point increase or decrease in the discount rate assumption related to our pre-tax net periodic pension cost (benefit) for 2025 would be immaterial.

Current wording

The impact of a 100 basis point increase or decrease in the discount rate for defined benefit pension plans would be to decrease pension liabilities by $79 million or increase pension liabilities by $99 million, respectively, as of December 31, 2025. The sensitivity to a 100 basis point increase or decrease in the discount rate assumption related to our pre-tax net periodic pension cost (benefit) for 2025 would be immaterial.

Previous wording

Expected long-term rate of return on plan assets: The expected long-term rate of return is used in the calculation of net periodic pension cost (benefit). The use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. The expected long-term rate of return for plan assets has been determined using historical returns for the different asset classes held by our trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. In determining the pension expense for 2024 we used a weighted average expected long-term rate of return on plan assets of 5.1%.

Current wording

Expected long-term rate of return on plan assets: The expected long-term rate of return is used in the calculation of net periodic pension cost (benefit). The use of the expected long-term rate of return on plan assets may result in recognized returns that are greater or less than the actual returns on those plan assets in any given year. The expected long-term rate of return for plan assets has been determined using historical returns for the different asset classes held by our trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. In determining the pension expense for 2025 we used a weighted average expected long-term rate of return on plan assets of 5.6%.