Derivatives and Hedging

9 Months Ended

Sep. 30, 2025

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives and Hedging

Derivatives and Hedging

Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets.

Interest Rate Swaps

The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. In order to protect against potential higher interest costs resulting from anticipated increases in the variable rates, the Company, from time to time, has entered into interest rate swap contracts (discussed below) that fixed the benchmark interest rate with respect to a portion of its variable rate debt.

As of January 1, 2025, the Company had two interest rate swap agreements with the following terms that were accounted for as cash flow hedges:

Notional Amount (in $ millions)	Period	Fixed Interest Rate
$400	September 2024 to July 2028	3.242	%
$500	September 2024 to July 2029	3.226	%

In January 2025, the Company terminated the above interest rate swap agreements and received $31 million, in cash, representing the fair value of the contracts on the termination date. The Company simultaneously entered into two new interest rate swap agreements with similar terms as set out below that had fair value (liability) of $25 million as of September 30, 2025:

Notional Amount (in $ millions)	Period	Fixed Interest Rate
$400	September 2024 to July 2028	4.2075	%
$500	September 2024 to July 2029	4.209	%

Under ASC 815, Derivatives and Hedging, the fair value gain (loss) of the terminated interest rate swaps recorded in accumulated other comprehensive income (loss) will be proportionately included as interest expense, in the consolidated statement of operations until July 2029 as the interest payments are made over this period. Further, the Company has determined that the new interest rate swap contracts will be designated as cash flow hedges that are highly effective at offsetting the increases in cash outflows when the three-month SOFR exceeds respective fixed rates under the contracts. Changes in the fair value of the interest rate swaps, net of tax, are recognized in other comprehensive income (loss) and are reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings.

Cross Currency Interest Rate Swaps and Net Investment Hedges

During the nine months ended September 30, 2025, the Company had a fixed-to-fixed cross currency interest rate swap ("CCS") contract under which the Company will receive fixed interest at 7.5% per annum on a USD notional amount of $251 million and will pay fixed interest of 5.6390% per annum on EUR notional amount of €240 million. Notional amounts in the respective currencies are deemed to be exchanged at the beginning and end of the swap period. The swap's maturity date is July 26, 2029. Interest settlements under the CCS occur semi-annually in January and July of each year, that commenced on January 26, 2025, and end on July 26, 2029. The fair value (liability) of this CCS as of September 30, 2025, was $31 million.

The Company has designated the CCS contract as a net investment hedge, hedging foreign exchange translation risk related to a portion of its investments in EUR functional currency denominated subsidiaries on an after-tax basis. The Company has elected the spot method for measuring hedge effectiveness. As a result, the change in the fair value of the CCS contract attributable to the changes in the spot rates are recorded in the cumulative translation adjustment (CTA) section of other comprehensive income (loss). The initial value of the excluded components are recognized in interest expense under a systematic and rational method in accordance with ASC 815. Any difference between the change in fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are also reported in the CTA section of other comprehensive income (loss). Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expenses,” on the Company's consolidated statements of operations.

Foreign Currency Forward Contracts

There are no foreign currency forward contracts open as of September 30, 2025. However, during the nine months ended September 30, 2025, the Company entered into certain foreign currency forward contracts that acted as economic hedges to partially offset exposure to foreign currency exchange rate fluctuations that resulted from certain intercompany balances. These contracts were not designated as hedging instruments under ASC 815. The changes in the fair value of the foreign currency forward contracts were recognized in other income (loss), net, on the consolidated statement of operations. All contracts had maturities of 90 days or less when entered into. The Company realized in cash and recognized a gain of $27 million on the change in fair value of the foreign currency forward contracts in its consolidated statement of operations for the nine months ended September 30, 2025. The cash proceeds received upon settlement of these foreign currency forward contracts is presented as an investing activity within the consolidated statements of cash flows.

Earnout Shares

The Company has issued and outstanding earnout shares which are accounted for as derivative instruments (see note 11 – Earnout Shares).

The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815:

(in $ millions)	Balance sheet Location	September 30, 2025		December 31, 2024
Derivatives designated as hedging instruments
Interest rate swaps	Other non-current assets	$	—	$	27
Interest rate swaps	Other non-current liabilities	(25)		—
Cross currency interest rate swaps	Other non-current liabilities	(31)		—
Derivatives not designated as hedging instruments
Earnout shares	Earnout derivative liabilities	(53)		(133)

The table below presents the impact of changes in fair values of derivatives on other comprehensive (loss) income and on net (loss) income:

	Amount of gain/(loss) recognized in other comprehensive income (loss)								Statement of operations location	Amount of gain/(loss) recognized in  statements of operations
	Three months ended September 30,				Nine months ended September 30,					Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024			2025		2024		2025		2024
Derivatives designated as hedging instruments
Interest rate swaps	$	—	$	(10)	$	(22)	$	(5)	NA	—		—		—		—
Interest rate swaps re-classed to consolidated statements of operations	(2)		(2)		(7)		(6)		Interest expense	$	2	$	2	$	7	$	6
Cross currency interest rate swap	2		(12)		(31)		(12)		NA	—		—		—		—
Derivatives not designated as hedging instruments
Foreign currency forward contracts	—		—		—		—		Other (loss) income, net	—		—		27		—
Earnout Shares	—		—		—		—		Fair value movement on earnout derivative liabilities	(26)		(22)		80		(14)
										$	(24)	$	(20)	$	114	$	(8)

The Company expects $5 million of gain on the interest rate swap contracts to be reclassified from accumulated other comprehensive loss to net earnings as a credit to interest expense within the next 12 months.