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American Express Global Business Travel Reports Strong Q1 2024 Financial Results and Reiterates 2024 Outlook

NEW YORK, May 7, 2024 (BUSINESS WIRE) --
American Express Global Business Travel, which is operated by Global Business Travel Group, Inc. (NYSE: GBTG) ("Amex GBT" or the "Company"), a leading B2B software and services company for travel and expense, today announced financial results for the first quarter ended March 31, 2024.

First Quarter 2024 Highlights

Delivered Strong Financial Results

TTV grew 9% year-over-year (10% workday adjusted(1)). Revenue grew 6% year-over-year to $610 million (7% workday adjusted(1)). Record first-quarter Adjusted EBITDA of $123 million, representing growth of 24%. Reiterated full-year 2024 revenue and Adjusted EBITDA guidance ranges.

Continued Share Gains

LTM Total New Wins Value totaled $3.3 billion, including $2.0 billion from SME. 96% LTM customer retention rate.

Operating Leverage

6% revenue growth versus 2% Adjusted Operating Expense growth. Operating leverage drove Adjusted EBITDA margin expansion of 300bps year-over-year.

Positive Cash Flow & Deleveraging

Important milestone reaching positive first quarter Free Cash Flow of $24 million, representing growth of $133 million year-over-year. Lowered leverage ratio to 2.2x(2); further interest rate reduction under our credit agreement.

Agreement to Acquire CWT

Announced definitive agreement to acquire CWT, a global business travel and meetings solutions provider. Transaction value of $570M represents multiple of 2.5x Adjusted EBITDA including $155 million of identified synergies. Expected to be break-even to earnings per share in the first year after transaction close and accretive thereafter.

Paul Abbott, Amex GBT's Chief Executive Officer, stated: "In the first quarter, we delivered strong financial results with share gains, significant margin expansion and meaningful Adjusted EBITDA growth to reach the highest first quarter Adjusted EBITDA in our company's history. This puts us well on track to deliver against our full-year guidance. Our recently announced agreement to acquire CWT accelerates our ability to deliver long-term growth and value creation for shareholders."

First Quarter 2024 Financial Summary

(in millions, except percentages; unaudited)                                                Three Months Ended                                                               YOY
                                                                                                      2023
                                                                                ----------------------------------------------
Total Transaction Value (TTV)                                          $  8,105                      $  7,422          9                    %
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Transaction Growth                                         6                    %       60                    %                              
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- ----------------------------------------------
                                                                                                            
--------------------------------------------------- ----------------------------------------------   ----------------------------------------------   ----------------------------------------------
Revenue                                                                $    610                      $    578          6                    %
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
                                                                       $    492                      $    467          5                    %
    Travel Revenue
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
                                                                       $    118                      $    111          7                    %
    Product and Professional Services Revenue
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
                                                                                                            
--------------------------------------------------- ----------------------------------------------   ----------------------------------------------   ----------------------------------------------
Total operating expenses                                               $    594                      $    587          1                    %
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Adjusted Operating Expenses                                            $    487                      $    479          2                    %
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
                                                                                                            
--------------------------------------------------- ----------------------------------------------   ----------------------------------------------   ----------------------------------------------
Net loss                                                               $    (19                    )                    $    (27                    )                    $      8  
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Net loss margin                                           (3                   )%       (5                   )%                                           200bps
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- ----------------------------------------------
EBITDA                                                                 $     88                      $     45         98                    %
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Adjusted EBITDA                                                        $    123                      $     99         24                    %
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Adjusted EBITDA Margin                                    20                    %       17                    %                                           300bps
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- ----------------------------------------------
                                                                                                            
--------------------------------------------------- ----------------------------------------------   ----------------------------------------------   ----------------------------------------------
Net cash provided by (used in) operating activities                    $     49                      $    (77                    )                    $    126  
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Free Cash Flow                                                         $     24                      $   (109                    )                    $    133  
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- -------------------- ------ --------------------
Net Debt                                                               $    888                      $  1,035    
--------------------------------------------------- -------------------- ------ -------------------- -------------------- ------ -------------------- ----------------------------------------------

Workday adjusted TTV, transaction and revenue year-over-year growth was 10%, 7% and 7%, respectively(1).

First Quarter 2024 Financial Highlights (Changes compared to prior year period unless otherwise noted)

Revenue of $610 million increased $32 million, or 6%, in line with the Company's expectations for the quarter. Within this, Travel Revenue increased $25 million, or 5%, primarily due to Transaction Growth partially offset by a small decline in yield. Product and Professional Services Revenue increased $7 million, or 7%, primarily due to increased management fees and increased product and consulting revenue. Total revenue yield (revenue / TTV) declined modestly due to mix of non-TTV-driven revenue and higher digital transactions.

Total operating expenses of $594 million increased $7 million, or 1%. Increased cost of revenue to support transaction growth, investments in technology and content and higher general and administrative costs largely related to mergers & acquisitions costs were significantly offset by cost savings initiatives and productivity improvements, in addition to decreased restructuring and integration charges.

Adjusted Operating Expenses of $487 million increased $8 million, or 2%.

Net loss was $19 million, an improvement of $8 million versus net loss of $27 million in the same period in 2023, primarily due to improvement in operating leverage from higher revenue and favorable fair value movements on earnout derivative liabilities, partially offset by higher provision for income taxes.

Adjusted EBITDA of $123 million increased $24 million, or 24%. Revenue growth and operating leverage resulted in Adjusted EBITDA margin expansion of 300bps to 20%.

Net cash provided by operating activities totaled $49 million, an improvement of $126 million versus $77 million in cash used by operating activities in the same period in 2023, due to favorable net change in working capital primarily driven by the Egencia working capital optimization program and timing of certain receipts and payments.

Free Cash Flow totaled $24 million, an improvement of $133 million versus Free Cash Flow use of $109 million in the same period in 2023, due to the increase in net cash provided by operating activities and decreased use of cash for the purchase of property and equipment.

Net Debt: As of March 31, 2024, total debt, net of unamortized debt discount and debt issuance cost was $1,363 million, compared to $1,362 million as of December 31, 2023. Net Debt was $888 million as of March 31, 2024, compared to $886 million as of December 31, 2023. Leverage ratio was 2.2x as of March 31, 2024, down from 2.3x as of December 31, 2023. The cash balance was $475 million as of March 31, 2024, compared to $476 million as of December 31, 2023.

Reiterating Full-Year 2024 Guidance

Karen Williams, Amex GBT's Chief Financial Officer, stated: "First quarter performance was in line with our expectations, and we remain confident in delivering the strong profitability growth we have guided to for the full year. We expect our continued focus on productivity, margin expansion and cash flow acceleration will drive full-year Adjusted EBITDA growth between 18% and 32% and Free Cash Flow generation in excess of $100 million in 2024."

The guidance below does not incorporate the impact of the CWT acquisition, which is expected to close in the second half of 2024.

       Full-Year 2024 Guidance         Year-over-Year Growth
---------------------- ---------------------------- -------------------------------
Revenue                $2.43B - $2.50B      + 6% - 9%
---------------------- ---------------------------- -------------------------------
Adjusted EBITDA         $450M - $500M      + 18% - 32%
---------------------- ---------------------------- -------------------------------
Adjusted EBITDA Margin    18% - 20%     +  150bps - 350bps
---------------------- ---------------------------- -------------------------------

Please refer to the section below titled "Reconciliation of Full-Year 2024 Adjusted EBITDA and Free Cash Flow Guidance" for a description of certain assumptions and risks associated with this guidance and reconciliation to GAAP.

Webcast Information

Amex GBT will host its first quarter 2024 investor conference call today at 9:00 a.m. E.T. The live webcast and accompanying slide presentation can be accessed on the Amex GBT Investor Relations website at investors.amexglobalbusinesstravel.com. A replay of the event will be available on the website for at least 90 days following the event.

Glossary of Terms

See the "Glossary of Terms" for the definitions of certain terms used within this press release.

Non-GAAP Financial Measures

The Company refers to certain financial measures that are not recognized under GAAP in this press release, including EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Expenses, Free Cash Flow and Net Debt. See "Non-GAAP Financial Measures" below for an explanation of these non-GAAP financial measures and "Tabular Reconciliations for Non-GAAP Financial Measures" below for reconciliations of the non-GAAP financial measures to the comparable GAAP measures.

About American Express Global Business Travel

American Express Global Business Travel is the world's leading B2B travel platform, providing software and services to manage travel, expenses, and meetings & events for companies of all sizes. We have built the most valuable marketplace in B2B travel to deliver unrivalled choice, value and experiences. With travel professionals in more than 140 countries, our customers and travelers enjoy the powerful backing of American Express Global Business Travel.

Visit amexglobalbusinesstravel.com for more information about Amex GBT. Follow @amexgbt on X (formerly known as Twitter), LinkedIn and Instagram.

                                                                                                                 GLOBAL BUSINESS TRAVEL GROUP, INC.
                                                                                                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                                                                                                             (Unaudited)
                                                                                            
                                                                                                                                                   Three months ended
                                                                                                                                                                                              March 31,
                                                                                                                                 ----------------------------------------------------------------------------------------------------------------------------
(in $ millions, except share and per share data)                                                                                        2024                                                     2023
-----------------------------------------------------------------------------------------------------------                      ------------------------------------------------------                        --------------------------------------------------
Revenue                                                                                                                          $            610                        $        578  
Costs and expenses:                                                                                                                                    
                                                                                                                           245              242  
  Cost of revenue (excluding depreciation and amortization shown separately below)
                                                                                                                            99              103  
  Sales and marketing
                                                                                                                           108              101  
  Technology and content
                                                                                                                            86               72  
  General and administrative
                                                                                                                             9               23  
  Restructuring and other exit charges
                                                                                                                            47               46  
  Depreciation and amortization
                                                                                                                                 -------------------- -------------- --------------------                      -------------------- ---------- --------------------
                                                                                                                           594              587  
      Total operating expenses
                                                                                                                                 -------------------- -------------- --------------------                      -------------------- ---------- --------------------
Operating income (loss)                                                                                                     16               (9                    )
                                                                                                                           (33                    )            (34                    )
  Interest expense
                                                                                                                            18                3  
  Fair value movement on earnout derivative liabilities
                                                                                                                             7                5  
  Other income, net
                                                                                                                                 -------------------- -------------- --------------------                      -------------------- ---------- --------------------
Income (loss) before income taxes                                                                                            8              (35                    )
                                                                                                                           (27                    )              8  
  (Provision for) benefit from income taxes
                                                                                                                                 -------------------- -------------- --------------------                      -------------------- ---------- --------------------
Net loss                                                                                                                   (19                    )            (27                    )
                                                                                                                --              (25                    )
  Less: net loss attributable to non-controlling interests in subsidiaries
                                                                                                                                 -------------------- -------------- --------------------                      -------------------- ---------- --------------------
Net loss attributable to the Company's Class A common stockholders                                    $            (19                    )                      $         (2                    )
                                                                                                                                 ==================== ============== ====================                      ==================== ========== ====================
Basic loss per share attributable to the Company's Class A common stockholders                        $          (0.04                    )                      $      (0.03                    )
                                                                                                                                 ==================== ============== ====================                      ==================== ========== ====================
Weighted average number of shares outstanding - Basic                                                              461,386,280       60,376,708  
                                                                                                                                 ==================== ============== ====================                      ==================== ========== ====================
Diluted loss per share attributable to the Company's Class A common stockholders                      $          (0.04                    )                      $      (0.06                    )
                                                                                                                                 ==================== ============== ====================                      ==================== ========== ====================
                                                                                                                                                                GLOBAL BUSINESS TRAVEL GROUP, INC.
                                                                                                                                                                    CONSOLIDATED BALANCE SHEETS
                                                                                                                                                                                                                               
(in $ millions, except share and per share data)                                                                                                                                                                                 March 31,                                                December 31,
                                                                                                                                                                                                                                                      2024                                                                          2023
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------                      ------------------------------------------------------                        ------------------------------------------------------
                                                                                                                                                                                                             (Unaudited)                          
Assets                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                  
  Current assets:
                                                                                                                                                                                                                            $            475                        $            476  
      Cash and cash equivalents
                                                                                                                                                                                                                      812                  726  
      Accounts receivable (net of allowance for credit losses of $13 and $12 as of March 31, 2024 and December 31, 2023, respectively)
                                                                                                                                                                                                                       37                   42  
      Due from affiliates
                                                                                                                                                                                                                      152                  116  
      Prepaid expenses and other current assets
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                                    1,476                1,360  
          Total current assets
                                                                                                                                                                                                                      232                  232  
  Property and equipment, net
                                                                                                                                                                                                                       13                   14  
  Equity method investments
                                                                                                                                                                                                                    1,206                1,212  
  Goodwill
                                                                                                                                                                                                                      528                  552  
  Other intangible assets, net
                                                                                                                                                                                                                       52                   50  
  Operating lease right-of-use assets
                                                                                                                                                                                                                      264                  281  
  Deferred tax assets
                                                                                                                                                                                                                       64                   50  
  Other non-current assets
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Total assets                                                                                                                                                                                                                $          3,835                        $          3,751  
                                                                                                                                                                                                                            ==================== ============== ====================                      ==================== ============== ====================
Liabilities and shareholders' equity                                                                                                                                                                                   
                                                                                                                                                                                                                                                  
  Current liabilities:
                                                                                                                                                                                                                            $            386                        $            302  
      Accounts payable
                                                                                                                                                                                                                       44                   39  
      Due to affiliates
                                                                                                                                                                                                                      526                  466  
      Accrued expenses and other current liabilities
                                                                                                                                                                                                                       18                   17  
      Current portion of operating lease liabilities
                                                                                                                                                                                                                        8                    7  
      Current portion of long-term debt
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                                      982                  831  
          Total current liabilities
                                                                                                                                                                                                                    1,355                1,355  
  Long-term debt, net of unamortized debt discount and debt issuance costs
                                                                                                                                                                                                                        5                    5  
  Deferred tax liabilities
                                                                                                                                                                                                                      176                  183  
  Pension liabilities
                                                                                                                                                                                                                       56                   55  
  Long-term operating lease liabilities
                                                                                                                                                                                                                       59                   77  
  Earnout derivative liabilities
                                                                                                                                                                                                                       28                   33  
  Other non-current liabilities
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Total liabilities                                                                                                                                                                                                   2,661                2,539  
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Commitments and Contingencies                                                                                                                                                                                                                                                         
Shareholders' equity:                                                                                                                                                                                                  
                                                                                                                                                                                                           --       --  
  Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 472,617,208 shares and 467,092,817 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively)
                                                                                                                                                                                                                    2,751                2,748  
      Additional paid-in capital
                                                                                                                                                                                                                   (1,456                    )             (1,437                    )
      Accumulated deficit
                                                                                                                                                                                                                     (124                    )               (103                    )
      Accumulated other comprehensive loss
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                                    1,171                1,208  
          Total equity of the Company's shareholders
                                                                                                                                                                                                                        3                    4  
      Equity attributable to non-controlling interest in subsidiaries
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                                                                                                                                    1,174                1,212  
          Total shareholders' equity
                                                                                                                                                                                                                            -------------------- -------------- --------------------                      -------------------- -------------- --------------------
                                                                                                       GLOBAL BUSINESS TRAVEL GROUP, INC.
                                                                                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                                                                                   (Unaudited)
                                                                     
                                                                                                                              Three months ended
                                                                                                                                                                         March 31,
                                                                                                          --------------------------------------------------------------------------------------------------------------------------------
(in $ millions)                                                                                                  2024                                                       2023
------------------------------------------------------------------------------------                      ------------------------------------------------------                        ------------------------------------------------------
Operating activities:                                                                                                                                               
                                                                                                          $            (19                    )                      $            (27                    )
  Net loss
                                                                                                                                
  Adjustments to reconcile net loss to net cash from (used in) operating activities:
                                                                                                     47                   46  
      Depreciation and amortization
                                                                                                     17                   (9                    )
      Deferred tax charge (benefit)
                                                                                                     18                   19  
      Equity-based compensation
                                                                                                      4                    6  
      Allowance for credit losses
                                                                                                    (18                    )                 (3                    )
      Fair value movement on earnout derivative liabilities
                                                                                                     (9                    )     --  
      Other
                                                                                                                                                                    
  Changes in working capital:
                                                                                                    (95                    )               (163                    )
      Accounts receivable
                                                                                                    (43                    )                (47                    )
      Prepaid expenses and other current assets
                                                                                                      5                    8  
      Due from affiliates
                                                                                                      5                   37  
      Due to affiliates
                                                                                                    144                   63  
      Accounts payable, accrued expenses and other current liabilities
                                                                                                     (7                    )                 (7                    )
  Defined benefit pension funding
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Net cash from (used in) operating activities                                                         49                  (77                    )
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Investing activities:                                                                                                                                               
                                                                                                    (25                    )                (32                    )
  Purchase of property and equipment
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Net cash used in investing activities                                                               (25                    )                (32                    )
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Financing activities:                                                                                                                                               
                                                                                         --                  131  
  Proceeds from senior secured term loans
                                                                                                     (1                    )                 (1                    )
  Repayment of senior secured term loans
                                                                                                      4                    1  
  Contributions for ESPP and proceeds from exercise of stock options
                                                                                                    (12                    )                 (8                    )
  Payment of taxes withheld on vesting of equity awards
                                                                                         --                   (2                    )
  Repayment of finance lease obligations
                                                                                         --                   (2                    )
  Payment of debt financing costs
                                                                                                     (1                    )                  3  
  Other
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Net cash (used in) from financing activities                                                        (10                    )                122  
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Effect of exchange rate changes on cash, cash equivalents and restricted cash                        (5                    )                  4  
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Net increase in cash, cash equivalents and restricted cash                                            9                   17  
Cash, cash equivalents and restricted cash, beginning of period                                     489                  316  
                                                                                                          -------------------- -------------- --------------------                      -------------------- -------------- --------------------
Cash, cash equivalents and restricted cash, end of period                                                 $            498                        $            333  
                                                                                                          ==================== ============== ====================                      ==================== ============== ====================
Supplemental cash flow information:                                                                                                                                 
                                                                                                          $            (11                    )                      $              2  
  Cash (refund)/paid for income taxes, net
                                                                                                          $             34                        $             33  
  Cash paid for interest (net of interest received)

Glossary of Terms

B2B refers to business-to-business.

Customer retention rate is calculated based on Total Transaction Value (TTV).

CWT refers to CWT Holdings, LLC.

LTM refers to the last twelve months ended March 31, 2024.

SME refers to clients Amex GBT considers small-to-medium-sized enterprises ("SME"), which Amex GBT generally defines as having an expected annual spend on air travel of less than $20 million. This criterion can vary by country and client needs.

SME New Wins Value is calculated using expected annual average Total Transaction Value (TTV) over the contract term from new SME client wins over the last twelve months.

Total New Wins Value is calculated using expected annual average Total Transaction Value (TTV) over the contract term from all new client wins over the last twelve months.

Total Transaction Value or 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.

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 transactions in the comparative previous period/ year to the total number of transactions in the current period/year in percentage terms. For the three months ended March 31, 2024, 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 earn revenue. Prior period Transaction Growth percentages have been recalculated and represented to conform to current period presentation.

Yield is calculated as total revenue divided by Total Transaction Value (TTV) for the same period.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition, 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.

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 and related employer taxes, long-term incentive plan costs, certain corporate costs, fair value movements on earnout derivative liabilities, foreign currency gains (losses), non-service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses.

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 and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs 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 a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.

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 use these measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.

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 flow 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 flow 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 flow from operating activities as a measure of liquidity.

We define Net Debt as total debt outstanding consisting of the 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 believe that certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.

Tabular Reconciliations for Non-GAAP Measures

Reconciliation of net loss to EBITDA and Adjusted EBITDA:

                                                                                         Three months ended March 31,
                                                                               ----------------------------------------------------------------------------------------------------------------------
(in $ millions)                                                                  2024                                                  2023
---------------------------------------------------------                      --------------------------------------------                        ------------------------------------------------------
Net loss                                                                       $  (19                    )                      $            (27                    )
Interest expense                                                33                   34  
Provision for (benefit from) income taxes                       27                   (8                    )
Depreciation and amortization                                   47                   46  
                                                                               -------------------- ---- --------------------                      -------------------- -------------- --------------------
                                                                88                   45  
        EBITDA
Restructuring, exit and related charges (a)                      9                   23  
Integration costs (b)                                            6                    8  
Mergers and acquisitions (c)                                    19       --  
Equity-based compensation and related employer taxes (d)        22                   19  
Fair value movement on earnout derivative liabilities (e)      (18                    )                 (3                    )
Other adjustments, net (f)                                      (3                    )                  7  
                                                                               -------------------- ---- --------------------                      -------------------- -------------- --------------------
                                                                               $  123                        $             99  
    Adjusted EBITDA
                                                                               ==================== ==== ====================                      ==================== ============== ====================
                                                                (3                   )%                 (5                   )%
        Net loss margin

Reconciliation of total operating expenses to Adjusted Operating Expenses:

                                                                                           Three months ended March 31,
                                                                                ------------------------------------------------------------------------------------------------------------------------
(in $ millions)                                                                    2024                                                   2023
----------------------------------------------------------                      ----------------------------------------------                        ------------------------------------------------------
Total operating expenses                                                        $    594                        $            587  
Adjustments:                                                                                  
                                                                  (47                    )                (46                    )
  Depreciation and amortization
                                                                   (9                    )                (23                    )
  Restructuring, exit and related charges (a)
                                                                   (6                    )                 (8                    )
  Integration costs (b)
                                                                  (19                    )     --  
  Mergers and acquisitions (c)
                                                                  (22                    )                (19                    )
  Equity-based compensation and related employer taxes (d)
                                                                   (4                    )                (12                    )
  Other adjustments, net (f)
                                                                                -------------------- ------ --------------------                      -------------------- -------------- --------------------
a)   Represents employee severance costs.
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.
d)   Represents non-cash equity-based compensation expense and employer taxes paid related to equity incentive awards to certain employees.
e)   Represen

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