Global Business Travel Group, Inc.
For the period ended Jun 30, 2025. Filed Aug 5, 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.
Jun 30, 2025 · Filed Aug 5, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-06.
0001820872-25-000018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent 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 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 148 previous paragraphs and 177 current paragraphs.
108 unchanged; 34 reworded; 29 added; 5 removed; 1 previous and 6 current paragraphs rearranged.
Tables are not compared: 12 previous and 17 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 (29)
Current report
Foreign Currency Exchange
Current report
We have considerable business operations outside of the U.S. As we report our results in U.S. Dollars, we face
Current report
exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our
Current report
businesses outside of the U.S. are translated from local functional currency into U.S. Dollars. As a result of movements in
Current report
foreign currency exchange rates, the amounts of our foreign-currency denominated net assets, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected. However, since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.
Current report
Further, our results of operations are also affected due to the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of entities. These remeasurement adjustments are recognized in earnings and can result in foreign currency gains or losses, depending on the direction of currency movements. Period-to-period changes in exchange rates, particularly in the Euro and British Pound, can introduce volatility into our reported financial results, independent of underlying business performance. While we entered into foreign currency forward contracts to economically hedge, in part, risks from such remeasurements, these measures do not fully offset the impact of foreign currency fluctuations on our financial results.
Current report
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 report
(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 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.
Current report
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 report
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 report
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 report
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 report
Other Loss, Net
Current report
For the three months ended June 30, 2025, other loss, net, increased by $10 million primarily due to unfavorable foreign exchange movements.
Current report
Provision for (Benefit from) Income Taxes
Current report
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
Current report
Revenues
Current report
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 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.
Current report
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 report
Sales and Marketing
Current report
Technology and Content
Current report
General and Administrative
Current report
Restructuring and Other Exit Charges
Current report
Depreciation and Amortization
Current 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.
Current report
Interest Expense
Current report
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.
Removed paragraphs (5)
Previous report
•the decisions of market data providers, indices and individual investors;
Previous report
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 report
(a)Represents primarily employee severance costs.
Previous report
Travel Revenue increased by $7 million, or 2%, primarily due to (i) 3% increase in both - Transaction Growth and TTV, offset by (ii) a marginal decrease due to reduced yield and (iii) $6 million of adverse foreign exchange impact.
Previous report
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.
Reworded paragraphs (34)
Previous wording
•the outcome of any legal proceedings that have been or may be instituted against the Company or CWT Holdings, Inc. (“CWT”) in connection with our merger with CWT (the “Merger”), including the lawsuit filed by the Department of Justice against us and CWT related to the Merger;
Current 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”);
Previous 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.
Current wording
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 wording
While transactions grew in the first quarter of 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 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.
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.
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.
Previous 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.
Current 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.
Previous wording
Set forth below is a reconciliation of net income (loss) to EBITDA and Adjusted EBITDA.
Current wording
Set forth below is a reconciliation of net income to EBITDA and Adjusted EBITDA.
Previous wording
(b)Represents expenses related to the integration of businesses acquired.
Current wording
(b)Represents expenses related to the integration of business acquisitions.
Previous 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.
Current 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.
Previous 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.
Current 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.
Previous wording
For the three months ended March 31, 2025, cost of revenue (excluding depreciation and amortization) decreased by $14 million, or 6%, primarily due to (i) $14 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives, (ii) $5 million decrease due to favorable foreign exchange impact, partially offset by (iii) an increase of $6 million in employee incentives and merit.
Current 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.
Previous 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.
Current wording
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.
Previous 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.
Current wording
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 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.
Current 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.
Previous 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.
Current 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.
Previous 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.
Current 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.
Previous 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.
Current 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.
Previous 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.
Current 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.
Previous wording
For the three months ended March 31, 2025, technology and content costs increased by $12 million, or 11%, due to (i) a $10 million increase in employee incentives, merit and higher headcount (ii) $4 million increase in expenses to support growth plans in hotel acceleration and small and medium enterprise customer base, partially offset by (iii) a $2 million reduction in expenses due to cost savings initiatives.
Current 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.
Previous wording
For the three months ended March 31, 2025, general and administrative expenses decreased by $18 million, or 21%, due to (i) a $13 million decrease in mergers and acquisitions costs and (ii) a $5 million decrease in head office costs and other corporate expenses.
Current 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.
Previous wording
For the three months ended March 31, 2025, other loss, net, was $9 million compared to other income, net, of $7 million for the three months ended March 31, 2024. The adverse movement of $16 million was primarily driven by unfavorable foreign exchange movements.
Current wording
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.
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 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.
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 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.
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 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.
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. Such measures include our cost savings initiatives that includes productivity-related actions (process improvements, location optimizations, voluntary and involuntary redundancies, etc.) and vendor cost reductions. Cost savings include benefits for actions taken in the prior year 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 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 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.
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 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 Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024
Current wording
Cash Flows for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
Previous 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.
Current 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.
Previous 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.
Current 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.
Previous wording
During the three months ended March 31, 2025, cash used in investing activities decreased by $7 million due to $9 million of proceeds received from foreign exchange forward contract derivatives that economically hedge certain foreign currency intercompany balances, offset by $2 million of increase in cash outflows related to purchase of property and equipment.
Current 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.
Previous 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.
Current wording
During the six months ended June 30, 2025, net cash used in financing activities increased by $31 million primarily due to (i) a $22 million increase in cash paid for taxes withheld upon vesting of equity awards and (ii) a $6 million increase in net repayment of principal amount of term loans under the Amended Credit Agreement.
Previous 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.
Current wording
During the six months ended June 30, 2025, our Free Cash Flow decreased by $20 million due to a $12 million decrease in net cash from operating activities as discussed above and an increase of $8 million of cash outflows related to purchases of property and equipment.
Previous 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.
Current wording
As of June 30, 2025, our Net Debt is lower by $68 million compared to Net Debt as of December 31, 2024, primarily due to a $65 million increase in cash and cash equivalents balance.
Previous 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.
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 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
During the three months ended March 31, 2025, we repurchased 182,676 shares under the share repurchase program that was authorized by our Board of Directors in October 2024 and pursuant to which the management was authorized to repurchase, in an amount not to exceed $300 million, shares of the Company's Class A common stock through December 31, 2027. The shares repurchased are held as treasury shares. As of March 31, 2025, we had $298 million that remains available to be utilized under the share repurchase program (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds).
Current wording
During the six months ended June 30, 2025, we repurchased 204,176 shares under the share repurchase program that was authorized by our Board of Directors in October 2024 and pursuant to which the management was authorized to repurchase, in an amount not to exceed $300 million, shares of the Company's Class A common stock through December 31, 2027. The shares repurchased are held as treasury shares. As of June 30, 2025, we had $298 million that remains available to be utilized under the share repurchase program (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds).
Previous wording
In February 2025, we entered into an amendment to the A&R Credit Agreement to reprice the term loans outstanding under the A&R Credit Agreement. After giving effect to to this amendment, the interest rate margin applicable to the repriced term loans reduced by 0.50% from 3.00% per annum to 2.50% per annum. We expect an interest savings of $7 million per year as a result of debt repricing. This, however, does not materially impact our total contractual obligations for debt as compared to those disclosed in our Annul Report on Form 10-K.
Current wording
In February 2025, we entered into an amendment to the A&R Credit Agreement to reprice the term loans outstanding under the A&R Credit Agreement. After giving effect to this amendment, the interest rate margin applicable to the repriced term loans reduced by 0.50% from 3.00% per annum to 2.50% per annum. We expect an interest savings of $7 million per year as a result of debt repricing. This, however, does not materially impact our total contractual obligations for debt as compared to those disclosed in our Annual Report on Form 10-K.
Previous 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.
Current wording
For the six months ended June 30, 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.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
Cost of Revenue (Excluding Depreciation and Amortization)
Current report — wording carried from elsewhere
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 report — wording carried from elsewhere
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 report — wording carried from elsewhere
Fair Value Movements on Earnout Derivative Liabilities
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Loss on Early Extinguishment of Debt