Global Business Travel Group, Inc.

Previous wording

•other factors detailed under the heading “Risk Factors” in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 13, 2024 ("Annual Report on Form 10-K"), as well as other risks and uncertainties detailed from time to time in our subsequent Quarterly Reports on Form 10-Q or other filings with the SEC.

Current wording

•other factors detailed under the heading “Risk Factors” in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 7, 2025 ("Annual Report on Form 10-K"), as well as other risks and uncertainties detailed from time to time in our subsequent filings with the SEC.

Previous wording

•Our award-winning client facing travel and expense solutions are built to deliver business value through optimized user experiences across business travel and are comprised of Neo1, Egencia, Select, Neo and Ovation. These solutions are accessible over web and mobile interfaces, powered by our data management infrastructure and built by our dedicated product engineering team who is committed to driving technical innovation across the business travel industry.

Current wording

•Our award-winning client facing travel and expense solutions are built to deliver business value through optimized user experiences across business travel and are comprised of Egencia, Neo1, Neo, Select, and Ovation. These solutions are accessible over web and mobile interfaces, powered by our data management infrastructure and built by our dedicated product engineering team who is committed to driving technical innovation across the business travel industry.

Previous wording

•GBT Partner Solutions is our program whereby we extend our platform to third-party travel management companies and independent advisors (collectively, "Network Partners"), by offering them access to our differentiated content and technology, global servicing capabilities and leading content marketplace ("GBT Partner Solutions"). Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic and segment footprint.

Current wording

•GBT Partner Solutions is our program whereby we extend our platform to third-party travel management companies and independent advisors (collectively, "Network Partners"), by offering them access to our differentiated content and technology, global servicing capabilities and access to our leading content marketplace ("GBT Partner Solutions"). Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic and segment footprint.

Previous wording

On March 24, 2024, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”). See note 1 -Business Description and Basis of Presentation to our consolidated financial statements included elsewhere in this Form 10-Q.

Current wording

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 wording

The transaction values CWT at approximately $570 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 acquisition with a combination of cash and an aggregate of approximately 72 million shares of our Class A common stock, par value $0.0001 per share, at a price of $6.00 per share as purchase consideration.

Current wording

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 wording

The transaction is expected to be completed in the first quarter of 2025, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

Current wording

The closing of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. In January 2025, the U.S. Department of Justice, 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. The trial is scheduled to begin September 8, 2025. On March 6, 2025, we received approval from the U.K. Competition and Markets Authority to complete the Merger.

Previous wording

Fair Value Movements on Earnout Derivative Liabilities

Current wording

Fair Value Movements for Earnout Shares

Previous wording

For the three months ended September 30, 2024, TTV increased by $629 million, or 9%, to $7,752 million compared to the three months ended September 30, 2023. For the nine months ended September 30, 2024 TTV increased by $1,687 million, or 8%, to $23,581 million compared to the nine months ended September 30, 2023. The increase in TTV during these periods was primarily due to Transaction Growth and an increase in average transaction price driven by a higher mix in international transactions and higher hotel room rates.

Current wording

For the three months ended March 31, 2025, TTV increased by $244 million, or 3%, to $8,349 million compared to the three months ended March 31, 2024. The increase in TTV during these periods was primarily due to 3% increase in Transaction Growth.

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/year 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/year 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.

Previous wording

Transaction Growth was 5% for the three months and nine months period ended September 30, 2024 compared to the respective prior year period. Increase in Transaction Growth during both periods 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

Transaction Growth was 3% for the three months ended March 31, 2025 compared to the respective prior year period. Increase in Transaction Growth 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

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, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses.

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, foreign currency gains (losses) and non-service components of net periodic pension benefit (costs).

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

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 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

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $0 and $4 million for the three months ended September 30, 2024 and 2023, respectively, and $6 million and $16 million for the nine months ended September 30, 2024 and 2023, respectively, and (ii) legal and professional services costs of $(1) million and $2 million for the three months ended September 30, 2024 and 2023, respectively, and $4 million and $12 million for the nine months ended September 30, 2024 and 2023, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange loss of $14 million and $8 million for the three months ended September 30, 2024 and 2023, respectively, and $5 million and $6 million for the nine months ended September 30, 2024 and 2023, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $1 million and $1 million for the three months ended September 30, 2024 and 2023, respectively, and $4 million and $3 million for the nine months ended September 30, 2024 and 2023, respectively.

Current wording

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million and $3 million for the three months ended March 31, 2025 and 2024, respectively, and (ii) legal and professional services (reversals)/costs of $(1) million and $1 million for the three months ended March 31, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange (loss) gains of $(7) million and $8 million for the three months ended March 31, 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 March 31, 2025 and 2024, respectively.

Previous wording

For the nine months ended September 30, 2024, our total revenue increased by $91 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 5% increase in Transaction Growth, offset by a modest decline of 20 bps in yield to 7.8% due to mix of non-TTV driven revenue and higher digital transactions. On a full-year basis, revenue yield is expected to decline 15 to 20 basis points year over year.

Current wording

For the three months ended March 31, 2025, our total revenue increased by $11 million, or 2%, due to an increase in both Travel Revenue and Product and professional services revenue. The increase in total revenue was primarily driven by (i) 3% increase in both - Transaction Growth and TTV, offset by (ii) a modest decline of 8bps in yield to 7.4% due to a mix of non-TTV driven revenue and higher digital transactions and (iii) $7 million of adverse foreign exchange impact. Yield is calculated as total revenue divided by TTV for the same period.

Previous wording

Travel Revenue increased by $75 million, or 5%, primarily due to 5% increase in Transaction Growth and 8% increase in TTV. Product and Professional Services Revenue increased $16 million, or 5%, due to $14 million increase in management fees and $2 million from increased consulting and other professional services revenue.

Current wording

Product and professional services revenue increased $4 million, or 3%, primarily due to a $1 million increase in management fees and $3 million increase in other professional services revenue.

Previous wording

For the three months ended September 30, 2024, sales and marketing expenses increased by $4 million, or 5%, due to (i) higher employee costs of $2 million to support additional transaction volume and (ii) $2 million increased costs to support growth plans in hotel acceleration and small and medium enterprise customer base.

Current wording

For the three months ended March 31, 2025, sales and marketing expenses increased by $4 million, or 3%, primarily due to (i) a $4 million increase in employee incentives and merit, (ii) $3 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, partially offset by (iii) a $4 million reduction in expenses primarily due to cost savings initiatives.

Previous wording

For the three months ended September 30, 2024, restructuring charges of $4 million related to employee severance costs was primarily due to reduction in workforce to improve operational efficiencies and accrual of certain contract termination costs related to leased facilities abandonment.

Current wording

For the three months ended March 31, 2025, restructuring charges of $4 million related to employee severance costs was primarily due to reduction in workforce to improve operational efficiencies.

Previous wording

For the three months ended September 30, 2024, depreciation and amortization decreased by $7 million, or 15%, as certain intangible assets were fully amortized during the three months ended September 30, 2024.

Current wording

For the three months ended March 31, 2025, depreciation and amortization decreased by $7 million, or 14%, as certain intangible assets were fully amortized towards the end of second quarter in 2024.

Previous wording

For the three months ended September 30, 2024, interest expense decreased by $8 million or 24%. The fixed rate margins were lower during the three months ended September 30, 2024 compared to three months ended September 30, 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 three months ended March 31, 2025, interest expense decreased by $9 million or 27%. The fixed rate margins were generally lower during the three months ended March 31, 2025 compared to three months ended March 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 7- Long-term Debt). The changes in variable interest rates did not have material impact due to interest rate swaps being in place.

Previous wording

During the three months ended September 30, 2024, we 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 three months ended March 31, 2025, we recognized a loss on early extinguishment of debt of $2 million arising from repricing of term loans under our senior secured credit agreement in February 2025.

Previous wording

During the three months ended September 30, 2024, the fair value movement of our derivative liabilities related to our earnout shares resulted in a charge of $22 million to our consolidated statements of operations compared to a credit of $39 million during the three months ended September 30, 2023. The increase in fair value of earnout derivative liability during the three months ended September 30, 2024, was mainly driven by the increase in our stock price as of September 30, 2024.

Current wording

During the three months ended March 31, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $74 million to our consolidated statements of operations compared to a credit of $18 million during the three months ended March 31, 2024. The decrease in fair value of earnout derivative liability during the three months ended March 31, 2025, was mainly driven by the decrease in our stock price as of March 31, 2025.

Previous wording

For the three months ended September 30, 2024 and 2023, we had income tax (expense) benefit of $(54) million and $2 million, respectively. Our effective tax rate is different than the U.S. federal statutory corporate income tax rate of 21% due to non-deductible expenses and changes to the valuation allowance for deferred tax assets.

Current wording

For the three months ended March 31, 2025 and 2024, we had income tax expense of $21 million and $27 million, respectively. Our effective tax rate is broadly in line with the U.S. federal statutory corporate income tax rate of 21% with the tax impact of non-deductible expenses offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period.

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 September 30, 2024 and December 31, 2023, our cash and cash equivalent balances were $524 million and $476 million, respectively. During the nine months ended September 30, 2024 and 2023, our net cash from operating activities was $207 million and $104 million, respectively, and our Free Cash Flow was $132 million and $17 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). On July 26, 2024, we amended and restated the Original Credit Agreement, which increased our revolving credit facility from $50 million to $360 million all of which remains undrawn as of September 30, 2024 (see note 7 -Long-term Debt, to our consolidated financial statements included elsewhere in this Form 10-Q).

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 March 31, 2025 and December 31, 2024, our cash and cash equivalent balances were $552 million and $536 million, respectively. During the three months ended March 31, 2025 and 2024, our net cash from operating activities was $53 million and $49 million, respectively, and our Free Cash Flow was $26 million and $24 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 March 31, 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.

Previous wording

We believe our liquidity is important given our limited ability to predict future financial performance due to the uncertainties of a potential economic slowdown. We have taken and continue to take several measures to preserve our liquidity (voluntary and involuntary redundancies, flexible workings, consolidating facilities, etc.), and entered into several financial transactions, including debt financing / refinancing transactions. In July 2024, we refinanced our then existing term loan facility and extended the maturity of term loans until July 2031 (see note 7 -Long-term Debt to our consolidated financial statement included elsewhere in this Form 10-Q). We continue to explore other capital market transactions, process rationalizations and cost reduction measures to further strengthen our liquidity position.

Current wording

We believe our liquidity is important given our limited ability to predict 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 optimizations, etc.), and entered into several financial transactions, including debt financing / refinancing / repricing transactions. In February 2025, we entered in an amendment to the A&R Credit Agreement to reduce our interest rate margins by 50 bps (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). 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 available 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 minimum period of twelve months. 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 or transactions, 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 Amended 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 or transactions, 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

Cash Flows for the Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023

Current wording

Cash Flows for the Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Previous wording

As of September 30, 2024, we had $550 million of cash, cash equivalents and restricted cash, an increase of $61 million compared to December 31, 2023. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.

Current wording

As of March 31, 2025, we had $577 million of cash, cash equivalents and restricted cash, an increase of $16 million compared to December 31, 2024. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

For the nine months ended September 30, 2024 and September 30, 2023, net cash from operating activities was $207 million and $104 million, respectively. The increase in cash flows from operating activities of $103 million was primarily due to an increase in operating income and lower cash interest payments partially offset by higher cash income taxes.

Current wording

For the three months ended March 31, 2025 and March 31, 2024, net cash from operating activities was $53 million and $49 million, respectively. The increase in cash flows from operating activities of $4 million was primarily due to (i) $34 million of increase in operating income before considering non-cash charges or credits that was more than offset by $62 million of investment in working capital and (ii) $31 million of proceeds upon termination of interest rate swap contracts.

Previous wording

During the nine months ended September 30, 2024, net cash used in financing activities of $79 million was primarily due to: (i) $1,372 million of repayment of principal amount of term loans under the Original Credit Agreement upon refinancing of debt in July 2024 (ii) $55 million purchase of treasury shares (iii) $51 million related to debt refinancing costs and make-whole premium for early repayment of term loans and (iv) $22 million cash paid for taxes withheld upon vesting of equity awards, offset by (v) $1,397 million of proceeds from borrowings under the A&R Credit Agreement, net of discount, upon debt refinancing in July 2024 and (vi) $27 million cash received from contributions for ESPP and exercise of stock options. During the nine months ended September 30, 2023, net cash from financing activities of $121 million was primarily due to: (i) $131 million of proceeds received from borrowings under the senior secured tranche B-4 term loan facilities, net of discount and (ii) $7 million received from exercise of stock options and contributions to ESPP, partially offset by (iii) $4 million repayment of principal amount of senior secured term loans and finance leases, and (iv) $14 million cash paid for taxes withheld upon vesting / exercise of equity awards.

Current wording

During the three months ended March 31, 2025, net cash used in financing activities increased by $15 million primarily due to: (i) $12 million of increase in cash paid for taxes withheld upon vesting of equity awards and (ii) $3 million of increase in net repayment of principal amount of term loans under the Amended Credit Agreement.

Previous wording

During the nine months ended September 30, 2024, our Free Cash Flow improvement of $115 million was due to a $103 million increase in net cash from operating activities as discussed above and a decrease of $12 million of cash outflows related to purchases of property and equipment.

Current wording

During the three months ended March 31, 2025, our Free Cash Flow improvement of $2 million was due to a $4 million increase in net cash from operating activities as discussed above and an increase of $2 million of cash outflows related to purchases of property and equipment.

Previous wording

As of September 30, 2024, our Net Debt is lower by $26 million compared to Net Debt as of December 31, 2023, due to $48 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

As of March 31, 2025, our Net Debt is lower by $16 million compared to Net Debt as of December 31, 2024, due to $16 million increase in cash and cash equivalents balance.

Previous wording

Our senior secured credit facility agreement contains customary restrictive financial and operating covenants (see note 7 -Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q).

Current wording

The Amended Credit Agreement contains customary restrictive financial and operating covenants (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q).

Previous wording

As of September 30, 2024, we were in compliance with all applicable covenants under the senior secured credit agreement.

Current wording

As of March 31, 2025, we were in compliance with all applicable covenants under the Amended Credit Agreement.

Previous wording

The Company’s borrowings under the A&R Credit Agreement was rated “B+” by Standard & Poor’s Financial Services LLC ("S&P") with "Positive" outlook. We 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 Amended Credit Agreement were upgraded to "BB-" from "B+" by Standard & Poor’s Financial Services LLC ("S&P") with "Stable" outlook. Further, in March 2025, Moody's Corporation also upgraded our senior secured credit facilities to "B1" from "B2". Earlier in 2024, we had also received a "BBB-" rating from Fitch Ratings Inc.

Previous wording

Under the A&R Credit Agreement, we are required to pay, quarterly in arrears, a fee based on the average daily commitments under the Revolving Credit Facility of 0.375% per annum, with a single step-down to 0.25% per annum upon an upgrade of the Initial Borrower’s debt rating from either S&P or Moody’s on or prior to the first anniversary of the closing of the previously announced acquisition of CWT. Our debt ratings have a direct impact on our future borrowing costs and access to capital markets.

Current wording

Upon the upgrade in our credit rating in February 2025, our fee for the Revolving Credit Facility, calculated based on the average daily commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. Our debt ratings have a direct impact on our future borrowing costs and access to capital markets.

Previous wording

Other than as discussed above, there has been no material change to our contractual obligations and commitments as compared to those disclosed in our Annual Report on Form 10-K.

Current wording

Except for above, there has been no material change to our contractual obligations and commitments as compared to those disclosed in our Annual Report on Form 10-K.

Previous wording

For the nine months ended September 30, 2024, there were no material changes to our critical accounting policies and estimates presented in our Annual Report on Form 10-K. For additional information about our critical accounting policies and estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates in our Annual Report on Form 10-K.

Current wording

For the three months ended March 31, 2025, there were no material changes to our critical accounting policies and estimates presented in our Annual Report on Form 10-K. For additional information about our critical accounting policies and estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates in our Annual Report on Form 10-K.