# Global Business Travel Group, Inc. (GBTG) FY 2023 MD&A

Verbatim Item 7 Management's Discussion and Analysis from Global Business Travel Group, Inc.'s 10-K for fiscal year 2023.

SEC filing source: https://www.sec.gov/Archives/edgar/data/1820872/000182087224000005/gbtg-20231231.htm
Accession: 0001820872-24-000005
Filing date: 2024-03-13
Report date: 2023-12-31
Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture.
Confidence: high

Company profile: /company/GBTG/
All MD&A years: /company/GBTG/mda/
Previous year: /company/GBTG/mda/fy2022/ (FY 2022)
Next year: /company/GBTG/mda/fy2024/ (FY 2024)

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

A discussion regarding our financial condition and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021 can be found in "Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on March 21, 2023.

Overview

We operate American Express Global Business Travel, a leading B2B software and services company in travel and expense. We provide a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. We differentiate our value proposition through our commitment to deliver unrivaled choice, value and experience, and our brand promise.

We service our clients in the following ways:

•The Amex GBT Marketplace is our proprietary capability to provide travel suppliers with efficient access to business travel clients serviced by our diverse portfolio of leading travel management solutions and Network Partners. We believe this access allows travel suppliers to benefit from premium demand (which we generally view as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing the complex needs of, our business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our business clients, delivering access to extensive and competitive content including exclusive negotiated content.

•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 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.

•GBT Partner Solutions is our program whereby we extend our platform to third-party TMCs 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.

On December 2, 2021, GBT JerseyCo entered into the Business Combination Agreement with Apollo Strategic Growth Capital, a blank check company incorporated as a Cayman Islands exempted company ("APSG"). The Business Combination closed on May 27, 2022 (the "Closing Date") and GBT JerseyCo became a direct subsidiary of GBTG through the transaction contemplated by the Business Combination Agreement. GBTG is a Delaware corporation and tax resident in the United States GBTG conducts its business through GBT JerseyCo, which until July 10, 2023, was through an Up-C structure. On July 10, 2023, GBTG entered into a series of transactions that simplified the capital and organizational structure by eliminating the Up-C structure. See note 1 — Business Description and Basis of Presentation to our consolidated financial statements included in this Annual Report.

Key Factors Affecting Our Results of Operations

As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.

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Industry Trends

The travel industry can generally be divided into two sectors: (i) the leisure travel sector, which serves individuals who make reservations for vacation and personal travel, and (ii) the business travel sector, which serves business clients that require travel by employees and other travelers for business needs and meetings. We focus primarily on the business travel sector, which is approximately twice as valuable as the leisure travel sector because business travel customers purchase more premium seats, more flexible tickets, more long-haul international trips and more last-minute bookings.

Impact of the COVID-19 Pandemic

Although our results for the first quarter of 2022 included a strong recovery from the pandemic, the Omicron variant of COVID-19 limited the recovery of our business during that period. Consequently, our results for the year ended December 31, 2023 include positive impact from such recovery in comparison to the same period in the prior year.

Key Operating and Financial Metrics

We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions. The following key operating and financial metrics, which we believe are useful in evaluating our business, are used by management to monitor and analyze the operational and financial performance of our business:

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[[/GREPCENT_TABLE]]
__________________________________________________

n/m — not meaningful

[[GREPCENT_TABLE]]
[["","","As of December 31,"],["","","2023","","2022"],["Net Debt","","$","886","","$","919"]]
[[/GREPCENT_TABLE]]

Key Operating Metrics

We consider TTV, followed by Transaction Growth (Decline), to be two significant non-financial metrics that are broadly used in the travel industry to help understand revenue and expense trends. These metrics are used by our management to (1) manage the financial planning and performance of our business, (2) evaluate the effectiveness of our business strategies, (3) make budgeting decisions, and (4) compare our performance to the performance of our peer companies. We also believe that TTV, followed by Transaction Growth (Decline), may assist potential investors and financial analysts in understanding the drivers of growth in our revenues and changes in our operating expenses across reporting periods.

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TTV

TTV refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds.

For the year ended December 31, 2023, TTV increased by $5,224 million, or 23%, compared to the year ended December 31, 2022. The increase in TTV was primarily due to Transactions Growth, and an increase in average transaction price driven by a higher mix in international transactions. The increase in Transaction Growth was partly driven by positive impact of the Omicron variant of the COVID-19 pandemic, which affected the results for the three months ended March 31, 2022 and the year ended December 31, 2022.

Transaction Growth (Decline)

Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a gross basis to include cancellations, refunds and exchanges. To calculate year-over-year growth or decline, we compare the total number of transactions in the comparative previous period/year to the total number of transactions in the current period in percentage terms.

For the year ended December 31, 2023, Transaction Growth was 19% compared to the year ended December 31, 2022. Transaction growth for this period was primarily due to increased demand from business clients and an increase in international travel.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition to, and should not be considered as an alternative to, other performance or liquidity measures derived in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them either in isolation or as a substitute for analyzing our results as reported under GAAP. In addition, because not all companies use identical calculations, the presentations of our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.

Management believes that these non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance or liquidity across periods. In addition, we use certain of these non-GAAP financial 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. We also use certain of our non-GAAP financial measures as indicators of our ability to generate cash to meet our liquidity needs and to assist our management in evaluating our financial flexibility, capital structure and leverage. These non-GAAP financial measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and/or to compare our performance and liquidity against that of other peer companies using similar measures.

EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses

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

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

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

We define Adjusted Operating Expenses as total operating expenses excluding depreciation and amortization and costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit

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

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.

These non-GAAP measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of the Company’s results or expenses as reported under GAAP. Some of these limitations are that these measures do not reflect:

•changes in, or cash requirements for, our working capital needs or contractual commitments;

•our interest expense, or the cash requirements to service interest or principal payments on our indebtedness;

•our tax expense, or the cash requirements to pay our taxes;

•recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;

•the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;

•restructuring, mergers and acquisition and integration costs, all of which are intrinsic of our acquisitive business model; and

•impact on earnings or changes resulting from matters that are non-core to our underlying business, as we believe they are not indicative of our underlying operations.

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.

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.

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

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[[/GREPCENT_TABLE]]
__________________________________________________

n/m — not meaningful

(1)Net loss margin is calculated as net loss divided by revenue.

Set forth below is a reconciliation of total operating expenses to Adjusted Operating Expenses:

[[GREPCENT_TABLE]]
[["","","Year Ended December 31,","Changeincrease/(decrease)"],["(in $ millions)","","2023","","2022","","$","","%"],["Total operating expenses","","$","2,298","","$","2,049","","$","249","","12%"],["Adjustments:"],["Depreciation and amortization","","(194)","","","(182)","","","(12)","","","(6)","%"],["Restructuring, exit and related charges(a)","","(49)","","3","","","(52)","","n/m"],["Integration costs(b)","","(35)","","","(34)","","","(1)","","","(3)","%"],["Mergers and acquisition(c)","","(2)","","","(18)","","","16","","","n/m"],["Equity-based compensation(d)","","(75)","","","(39)","","","(36)","","","(90)","%"],["Other adjustments, net(f)","","(33)","","","(34)","","","1","","","n/m"],["Adjusted Operating Expenses","","$","1,910","","$","1,745","","$","165","","9%"]]
[[/GREPCENT_TABLE]]
__________________________________________________

n/m — not meaningful

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

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

(c)Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre-acquisition due diligence and related activities costs. The full year 2022 includes a charge of $19 million for a loss contingency in relation to a contingent event that existed as of the Egencia acquisition date.

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

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

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(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $19 million and $25 million for the years ended December 31, 2023 and 2022, respectively, and (ii) legal and professional services costs of $14 million and $9 million for the years ended December 31, 2023 and 2022, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange losses of $5 million and $8 million for the years ended December 31, 2023 and 2022, respectively, and (ii) non-service component of our net periodic pension cost (benefit) related to our defined benefit pension plans of $5 million and $(9) million for the years ended December 31, 2023 and 2022, respectively.

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

Results of Operations

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Revenue

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[[/GREPCENT_TABLE]]

For the year ended December 31, 2023, our total revenue increased by $439 million, or 24%, primarily due to a 23% increase in TTV driven by (i) an increase in business travel, (ii) an improvement in yield driven by supplier performance incentives and (iii) change in the mix of international transactions. Revenue yield during the year ended December 31, 2023 was stable at 8.1%. Yield is calculated as total revenue divided by TTV.

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

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

Cost of Revenue

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

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

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

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

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Sales and Marketing

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

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

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

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

Technology and Content

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

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

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

General and Administrative

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

For the year ended December 31, 2023, general and administrative expenses decreased by $7 million, or 2%. The increase in salaries and benefits expenses was more than offset by a decrease in other general and administrative costs.

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

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

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Restructuring and Other Exit Charges

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

Depreciation and Amortization

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

Interest Expense

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

Fair Value Movements on Earnout and Warrant Derivative Liabilities

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

Other (Loss) Income, net

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

Benefit from Income Taxes

For the year ended December 31, 2023 and 2022, we had a benefit from income tax of $9 million and $61 million, respectively, and our effective tax rate was 6.32% and 21.26%, respectively. Our effective tax rate for the year ended December 31, 2023 is lower than the U.S. federal statutory tax rate of 21% primarily due to movement in valuation allowances and expenses not deductible for taxes. For the year ended December 31, 2022, our effective income tax rate is broadly in line with the U.S. federal statutory tax rate of 21%. The nature of our business is such that the operational results should be taxed at a weighted average of the income tax rates in the jurisdictions in which it operates. The main offsetting sensitivities during the year were non-tax deductible expense associated with the acquisition of Egencia, along with movements in valuation allowances, reassessment of prior year tax positions and the effect of the Business Combination at the GBTG level.

Liquidity and Capital Resources

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 Senior Secured Credit Agreement as well as cash and cash equivalent balances on hand. As of December 31, 2023 and December 31, 2022, our cash and cash equivalent balances were $476 million and $303 million, respectively. During the years ended December 31, 2023 and 2022, our cash flows from (used in) operating activities were $162 million and $(394) million, respectively, and our Free Cash Flow was $49 million and $(488) million, respectively (See “— Free Cash Flow” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP). As of December 31, 2023, we had $43 million of senior secured revolving credit facility that remained undrawn.

We believe our liquidity is important given the limited ability to predict our future financial performance due to the uncertainties of a potential economic slowdown on account of prevailing macro-economic conditions. In the past, we have taken several measures to preserve our liquidity (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), and entered into several financial transactions, including debt

67

financing / refinancing transactions and the consummation of the Business Combination. We further continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Based on our current operating plan, existing cash and cash equivalents, increase in business volume trends, our mitigation measures taken or planned to strengthen our liquidity and financial position, along with our available funding capacity and cash flows from operations, we believe we have adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months. Although we believe that we will have a sufficient level of cash and cash equivalents to cover our working capital needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities. If we elect to pursue any such investments, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that such funding would be available to us on acceptable terms or at all. Our utilization of the Senior Secured Revolving Credit Facility may be effectively limited with the leverage-and liquidity-based financial covenant requirements for such facility contained in the Senior Secured Credit Agreement when required.

Cash Flows

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

[[GREPCENT_TABLE]]
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[[/GREPCENT_TABLE]]

Cash Flows for the Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

As of December 31, 2023, we had $489 million of cash, cash equivalents and restricted cash, an increase of $173 million compared to December 31, 2022. The following discussion summarizes changes to our cash from operating, investing and financing activities for the year ended December 31, 2023 compared to the year ended December 31, 2022.

Operating Activities

For the year ended December 31, 2023, net cash from operating activities was $162 million compared to $394 million of cash used in operating activities for the year ended December 31, 2022. The improvement in cash flows from operating activities of $556 million was primarily due to (i) $202 million of reduced net losses before considering non-cash charges and (ii) $420 million of favorable net change in working capital associated with the normalization in volume growth and the benefits from our working capital optimization program, particularly in relation to the Egencia integration, offset by (iii) $46 million of higher cash interest paid and (iv) $23 million of reduction on account of cash received on termination of derivative contract during the year ended December 31, 2022.

Investing Activities

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

Financing Activities

During the year ended December 31, 2023, net cash from financing activities of $120 million was primarily due to: (i) $131 million of proceeds received from borrowings under the senior secured tranche B-4 term loan facilities, net

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of discount and (ii) $7 million received from exercise of stock options and contributions for ESPP, partially offset by (iii) $5 million repayment of principal amount of senior secured term loans and finance leases, and (iv) $14 million cash paid for taxes withheld upon vesting / exercise of equity awards. During the year ended December 31, 2022, net cash from financing activities of $292 million primarily consisted of $269 million of proceeds from the Business Combination and (ii) $200 million of proceeds received from delayed draw term loans borrowed under the senior secured tranche B-3 term loan facilities, partially offset by (iii) $168 million redemption of preferred share capital, including dividends accrued thereon, and (iv) $4 million repayment of principal amount of senior secured term loans and finance leases.

Free Cash Flow

We define Free Cash Flow as net cash from (used in) operating activities, less cash used for additions to property and equipment.

We believe Free Cash Flow is an important measure of our liquidity. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We use this measure to conduct and evaluate our operating liquidity. We believe it typically presents an alternate measure of cash flows since purchases of property and equipment are a necessary component of our ongoing operations and it provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our platform. We believe Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.

Free Cash Flow is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent cash flow for discretionary expenditures. This measure should not be considered as a measure of liquidity or cash flows from operations as determined under GAAP. This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of liquidity.

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

[[GREPCENT_TABLE]]
[["","","Year Ended December 31,","Changeincrease/(decrease)"],["(in $ millions)","","2023","","2022","$","%"],["Net cash from (used in) operating activities","","$","162","","","$","(394)","","$","556","","141","%"],["Less: Purchase of property and equipment","","(113)","","","(94)","","(19)","","(19)","%"],["Free Cash Flow","","$","49","","","$","(488)","","$","537","","110","%"]]
[[/GREPCENT_TABLE]]

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

Net Debt

We define Net Debt as total debt outstanding consisting of current and non-current portion of long-term debt, net of unamortized debt discount and unamortized debt issuance costs, minus cash and cash equivalents. Net Debt is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure is not a measurement of our indebtedness as determined under GAAP and should not be considered in isolation or as an alternative to assess our total debt or any other measures derived in accordance with GAAP or as an alternative to total debt. Management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we

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believe that certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

The following table summarizes our Net Debt position as of December 31, 2023 and December 31, 2022:

[[GREPCENT_TABLE]]
[["","","As of December 31,"],["(in $ millions)","","2023","","2022"],["Current portion of long-term debt","","$","7","","","$","3"],["Long-term debt, net of unamortized debt discount and debt issuance costs","","1,355","","","1,219"],["Total debt, net of unamortized debt discount and debt issuance costs","","1,362","","","1,222"],["Less: Cash and cash equivalents","","(476)","","","(303)"],["Net Debt","","$","886","","","$","919"]]
[[/GREPCENT_TABLE]]

During the year ended December 31, 2023, our Net Debt decreased by $33 million. The increase in debt, primarily resulting from additional borrowing of $135 million of principal amount of senior secured tranche B-4 term loans, was more than offset by increase in cash and cash equivalents balance $173 million.

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

Debt Covenants

Our senior secured credit facility agreement contains customary restrictive financial and operating covenants. Under our credit agreement, our interest rate margin depends upon our leverage ratio calculated in a manner as provided under the credit agreement. Improvement in our leverage ratio during the last quarter of 2023 resulted in decrease in our interest rate margins from 6.75% to 6.00% in the case of tranche B-3 and B-4 term loans and from 6.25% to 5.50% in the case of revolving credit facility. This would result in lowering our interest cost for the future periods and improving our liquidity. Any future changes to our leverage ratio beyond set thresholds under the credit agreement could increase or decrease our interest rate margins.

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

Debt Ratings

As of December 31, 2023, the Company’s long-term debt was rated “B+” by Standard & Poor’s Financial Services LLC (“S&P”). The outlook on our long-term debt is “Stable”. This was an improvement over the previous debt rating which was "B-". In assessing our credit strength, we believe that S&P considered, among other things, our market share gains and strong operating performance. Although we currently believe our long-term debt ratings will remain Stable, we cannot guarantee the future actions of S&P. Our debt ratings have a direct impact on our future borrowing costs, and access to capital markets.

Contractual Obligations and Commitments

As of December 31, 2023, our material cash requirements include the following contractual obligations and commercial commitments arising in the normal course of business.

Debt

Our debt obligation primarily includes all interest and principal of borrowings under our senior secured credit agreement. Under certain circumstances, each year, a portion of the senior secured term loans outstanding under the senior secured credit agreement is required to be prepaid with a percentage of annual excess cash flow, if any, calculated in a manner set forth in the senior secured credit agreement. Under certain circumstances, we will also be required to prepay, or make an offer to prepay, the senior secured term loans outstanding under the senior secured credit agreement with the proceeds received from certain other events, subject to certain exceptions and limitations set forth in the senior secured credit agreement. For the year ended December 31, 2023, we have determined that no such mandatory prepayments, including any annual excess cash flow payments, are required. Further, none of such mandatory prepayment amounts are included in the amounts presented here. As of December 31, 2023, we had a total term-loans debt obligation, including

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interest, of $1,794 million, with $154 million due within the next 12 months. Interest on the term loans is based on LIBOR or SOFR, plus applicable margin, and excludes the effect of interest rate swaps. For purposes of this disclosure, we have used synthetic USD LIBOR, SOFR and margin rates as of December 31, 2023 for all future periods. See note 15 — Long-term Debt to our consolidated financial statements included elsewhere in this Annual Report.

Lease Obligations

The operating lease liability amounts are primarily related to corporate office facility leases, as well as other offices for our local operations. Our operating leases expire on various dates through December 31, 2035. In addition to minimum lease payments, we are responsible for taxes and other non-lease operating costs for leased premises. As of December 31, 2023, our operating leases had fixed lease payment obligations, including imputed interest, of $95 million, with $23 million payable within 12 months. Our finance lease obligations as of December 31, 2023 were not material. See note 11 – Leases to our consolidated financial statements included elsewhere in this Annual Report.

Purchase Obligations

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, 2023. As of December 31, 2023, we had a total purchase obligation of $239 million, with $101 million due within the next 12 months. See note 18 — Commitments and Contingencies to our consolidated financial statements for the year ended December 31, 2023 included elsewhere in this Annual Report for further information related to our purchase obligations as well as amounts outstanding as of December 31, 2023 related to letters of credit and guarantees.

Other

Our obligations related to defined benefit plans are actuarially determined on an annual basis at our financial year end. As of December 31, 2023, plan contributions of $29 million were expected to be made in 2024. Funding projections beyond 2024 are not practical to estimate based on currently available information.

Other than the items described above, we do not have any off-balance sheet arrangements as of December 31, 2023.

In our opinion, our liquidity position provides sufficient capital resources to meet our foreseeable cash needs. There can be no assurance, however, that the cost or availability of future borrowings, including refinancings, if any, will be available on terms acceptable to us.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included elsewhere in this Annual Report are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if: (i) it requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and (ii) changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the accounting policies described below involve a significant degree of judgment and complexity. Accordingly, we believe these are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of operations. For further information, see note 2 - Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.

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Revenue Recognition

Supplier Incentives

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.

We allocate the variable consideration to the flown bookings during the incentive period, which is generally determined by the airlines to be a single fiscal quarter, and recognize that amount as the related performance obligations are satisfied, to the extent that it is probable that a subsequent change in the estimate would not result in a significant revenue reversal.

Goodwill

Goodwill is not subject to amortization and is reviewed for impairment on December 31 each year, or when an event occurs or circumstances change and there is an indication of impairment. The performance of the goodwill impairment test is the comparison of the fair value of the reporting unit to its carrying value. If the carrying value of the reporting unit is less than its fair value no impairment exists. If the carrying value of a reporting unit is higher than its fair value, an impairment loss is recorded for the difference and charged to the consolidated statement of operations.

We test goodwill at a reporting unit level. A reporting unit is either the “operating segment level” or one level below, which is referred to as a “component.” The level at which the impairment test is performed requires judgment as to whether the operations below the operating segment constitute a self-sustaining business or whether the operations are similar such that they should be aggregated for purposes of the impairment test. Fair values of reporting units are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approach such as earnings before interest, taxes, depreciation and amortization, or EBITDA, multiples of comparable publicly-traded companies and precedent transactions, and based on market participant assumptions. The discounted cash flows model indicates the fair value of the reporting unit based on the present value of the cash flows that we expect the reporting unit to generate in the future. Our significant estimates in the discounted cash flows model include: our cash flow forecasts, weighted average cost of capital; long-term rate of growth and profitability of our business; and working capital effects. Our significant estimates in the market approach include identifying similar companies and comparable business factors such as size, growth, profitability, risk and return on investment and assessing comparable revenue and operating income multiples in estimating the fair value of the reporting units. We believe the weighted use of the discounted cash flows and market approach is the best method for determining the fair value of our reporting unit as the blended use of both models compensates for the inherent risks associated with either model if used on a stand-alone basis.

Periodically, we may choose to perform a qualitative assessment, prior to performing the quantitative analysis, to determine whether the fair value of the goodwill is more likely than not impaired. We adopted a quantitative approach to test our Goodwill for impairment during the year ended December 31, 2023.

The results of impairment testing performed for each of the years ended December 31, 2023, 2022 and 2021 indicated that the fair value of each of the reporting unit exceed their respective carrying values and as a result, we did not record any impairment of goodwill in our consolidated statements of operations during any of these years.

Pensions

The determination of the obligation and expense for our pension benefits is dependent on certain assumptions used by actuaries in calculating such amounts. Certain of the more important assumptions are described in note 16 — Employee Benefit Plans to our consolidated financial statements included elsewhere in this Annual Report and include the discount rate, expected long-term rate of return on plan assets, mortality rates and other factors. The effects of any modification to those assumptions are either recognized immediately or amortized over future periods in accordance with GAAP. Actual results that differ from assumptions used are accumulated and generally amortized over future periods.

The primary assumptions affecting our accounting for employee benefits are:

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

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using high-quality (AA) bond yields of corresponding maturities as of the measurement date. We used weighted average discount rates of 4.2% for defined benefit pension plans as of December 31, 2023.

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 $77 million or increase pension liabilities by $97 million, respectively, as of December 31, 2023. 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 2024 would be immaterial.

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 2023 we used a weighted average expected long-term rate of return on plan assets of 4.9%.

Actual returns on plan assets for 2023, 2022 and 2021 were (0.4%), (28.9)% and 7.5%, respectively, compared to the expected rate of return assumptions of 4.9%, 4.5% and 4.4%, respectively. The sensitivity to a 100 basis point increase or decrease in the expected rate of return on plan assets assumption related to our pre-tax employee benefit expense for 2023 would be to decrease or increase the 2023 pre-tax expense by $4 million in each case.

While we believe these assumptions are appropriate, significant differences in actual experience or significant changes in these assumptions may materially affect our defined benefit pension obligations and our future expense. See note 16 — Employee Benefit Plans to our consolidated financial statements included elsewhere in this Annual Report for more information regarding our retirement benefit plans.

Earnout Derivative Liability

We account for substantially all of the earnout shares in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” (“ASC 815”) whereby under those provisions the earnout shares do not meet the criteria for equity treatment and are recorded as liabilities. Accordingly, we classify the earnout shares as liabilities at fair value and adjust the instruments to fair value at each reporting period. We remeasure the earnout shares liability at each balance sheet date and any change in the fair value is recognized in our consolidated statement of operations. These liabilities will be remeasured until the earnout shares are no longer contingent.

The fair value of earnout shares was determined using Monte Carlo valuation method.

Inherent in such pricing models are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. We estimated the volatility of the earnout shares based on weighted average of our own share price volatility and implied volatility from historical volatility of select peer companies’ common stock that matched the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. We anticipated the dividend rate will remain at zero.

Income Taxes

We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. We regularly review deferred tax assets by jurisdiction to assess their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these assumptions could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate, which could materially impact our results of operations. During 2023, an increase to our valuation allowance of $18 million was recorded to tax expense in our consolidated statements of operations. All deferred income taxes are classified as long-term on our consolidated balance sheets.

We operate in numerous countries where our income tax returns are subject to audit and adjustment by local tax authorities. As we operate globally, the nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as we have to

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determine the probability of various possible outcomes. We account for uncertain tax positions based on a two-step process of evaluating recognition and measurement criteria. The first step assesses whether the tax position is more likely than not to be sustained upon examination by the tax authority, including resolution of any appeals or litigation, based on the technical merits of the position. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information.

The Company believes its tax provisions are adequate for all open years, based on the assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities.

Recent Accounting Pronouncements

For information on recently issued accounting pronouncements, adopted and not yet adopted by us, see note 2 – Summary of Significant Accounting Policies to our consolidated financial statements included elsewhere in this Annual Report.