−Removed: American Express Global Business Travel, which is operated by Global Business Travel Group, Inc., a Delaware corporation, is a leading business-to-business ("B2B") software and services company in travel and expense.
−Removed: We provide a full suite of differentiated, technology-enabled solutions to business travelers and business clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies.
−Removed: We differentiate our value proposition through our commitment to deliver to our customers unrivaled choice, value and experience, and our brand promise.
+Added: American Express Global Business Travel, which is operated by Global Business Travel Group, Inc., a Delaware corporation, ("Amex GBT") is a leading software and services company for travel, expense, and meetings & events.
+Added: We have built one of the most valuable marketplaces in travel with comprehensive and competitive content.
+Added: We offer a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.
+Added: Our solutions deliver savings, flexibility and service from a brand our customers can trust - Amex GBT.
+Added: We also give our supplier partners efficient access to our customers around the world.
During the year ended December 31, 2024, we generated total transaction value ("TTV") of approximately $30.5 billion, resulting in revenues of $2.42 billion, net loss of $134 million, and Adjusted EBITDA of $478 million.
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Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Key Operating and Financial Metrics — Non-GAAP Financial Measures ” for additional information about our non-GAAP measures and a reconciliation to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles, consistently applied ("GAAP").
−Removed: We are at the center of the global B2B travel and expense ecosystem, providing end-to-end travel and expense software and services for business travel and providing an important link between businesses, their employees, travel suppliers and other industry participants through company-sponsored and managed travel.
−Removed: We service our clients in the following ways:
−Removed: • 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.
−Removed: 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.
−Removed: 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.
−Removed: • Our award-winning client facing travel and expense solutions are built to deliver business value through optimized user experiences across business travel.
−Removed: 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.
−Removed: These client facing solutions are comprised of:
−Removed: • GBT Partner Solutions is our program whereby we extend our platform to third-party travel management companies ("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").
−Removed: 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.
−Removed: Since our formation in 2014, we have expanded our capabilities, integrated new brands through acquisitions, and invested approximately $1.6 billion in product and platform.
−Removed: The graphic below reflects such acquisitions and investments:
−Removed: • KDS, which we acquired in October 2016, strengthened our platform and digital capabilities in two key areas:
−Removed: (i) KDS’ flagship Neo Online Booking Tool and Expense platform (“Neo”) provides us with our own leading edge platform to engage with and delight travelers through digital channels;
−Removed: and (ii) KDS’ development group, relaunched as our Neo Technology Group (“NTG”), is part of our dedicated center of excellence for digital and ecommerce innovation supporting all our group offerings.
−Removed: • SMT was our long-time service delivery partner in Finland and became our proprietary operation in October 2016.
−Removed: • Banks Sadler is a UK-based specialist in creative solutions for meetings and events.
−Removed: We acquired Banks Sadler in August 2017.
−Removed: • In December 2017, we acquired the remaining 35% equity stake in our business in Spain that was previously held by our then joint-venture partner, an affiliate of Barcelo Hotel Group.
−Removed: After the consummation of this acquisition, GBT Spain became our wholly-owned business.
−Removed: • In July 2018, we completed the acquisition of Hogg Robinson Group Limited (“HRG”), a global B2B services company specializing in travel management.
−Removed: The acquisition of HRG has enhanced our global scale, complemented our geographical footprint to offer enhanced service to our clients in key regions, and broadened our product and technology capabilities.
−Removed: • In September 2019, we completed the acquisition of DER Business Travel (“DER”).
−Removed: The DER acquisition expanded our footprint into the small-to-medium-sized enterprises (which we generally define as having an annual TTV of less than $30 million, but which may vary by country and client need) ("SME") segment in Germany, the largest country by travel spend in Europe according to the Global Business Travel Association (“GBTA”).
−Removed: • Our acquisition of 30 Seconds to Fly (“30STF”) in October 2020 was an important investment in artificial intelligence (“AI”) and machine learning enabled traveler service.
−Removed: 30STF’s innovative CLAIRE AI can fully or partially automate travelers’ chat interactions with travel counselors, driving traveler satisfaction as well as operational efficiency.
−Removed: • In January 2021, we completed the acquisition of Ovation Travel, LLC, which includes Ovation, Ovation Vacations and Lawyers Travel brands (collectively "Ovation").
−Removed: Ovation is a leading specialist in providing high-touch service TMC.
−Removed: The Ovation acquisition was an important step in expanding our high value capabilities and building our leadership in the large and attractive SME segment and the professional services industry.
−Removed: • The acquisition of the Egencia business from Expedia Group, Inc.
−Removed: ("Expedia"), which was completed on November 1, 2021, (i) substantially enhanced our capabilities in the SME segment to significantly broaden our addressable client base;
−Removed: (ii) complemented our SME value proposition with Egencia’s software solution specifically built for “digital-first” SME clients who want a seamless program that delivers full traveler tools and control at a lower cost;
−Removed: and (iii) provides leading edge traveler and client experience, as well as innovation capability powered by an experienced, proven travel technology talent base.
−Removed: For additional information, see “ Part I, Item 1.
−Removed: Business — Egencia Acquisition.
+Added: The global Amex GBT marketplace brings together all parts of the Amex GBT ecosystem including our proprietary technology, expert servicing, supplier relationships and expert people.
+Added: Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our customers, delivering access to extensive and competitive content, including exclusive negotiated content.
+Added: Some customers choose to build their own program, working closely with us to combine the latest in travel technology with customized service options.
+Added: Whatever the customer's needs and approach to travel and expense, our solutions deliver savings, flexibility, and service from a brand they can trust.
+Added: Within the Amex GBT marketplace, our five travel solutions are designed to match each customer's needs.
+Added: No matter which solution a customer chooses, they will have access to:
+Added: • Relationship managers with industry expertise and in-depth understanding of travel and expense.
+Added: • Service across all channels worldwide.
+Added: • Data and analytics to manage their travel programs, drive cost efficiency, deliver duty of care and transparency to their carbon impact.
+Added: • Industry specialization for sectors requiring tailored and bespoke features, service and benefits.
+Added: • Heightened Bank Holding Company ("BHC") level compliance, proactive risk management across all risk pillars, and governance and controls delivering leading cybersecurity, data protection and third party oversight programs.
+Added: Customers can choose between our proprietary travel and expense solutions or we can partner with a customer's chosen technology to provide access to the Amex GBT marketplace:
+Added: 1 Global Business Travel Group, Inc.
+Added: GBTG) uses the “American Express Global Business Travel” and “American Express Global Business Travel Meetings & Events” trademarks under a limited license to its subsidiary from American Express.
+Added: “American Express” and the American Express logo are trademarks and the property of American Express Company or its affiliated or related companies (American Express).
+Added: American Express holds a minority interest in GBTG, which operates as a separate company from American Express.
+Added: Amex GBT proprietary technology
+Added: • Amex GBT Egencia - For businesses needing a configurable digital travel platform with a personalized, digital experience .
+Added: Customers can select their travel options and integrate with a preferred expense platform to get complete oversight and control across their program.
+Added: • Amex GBT Neo1 - For businesses preferring a complete online spend management platform to manage business expenses, including travel.
+Added: Integrate payments, control budgets and manage employee approvals all in one place.
+Added: • Amex GBT Neo - For businesses preferring customizable global travel, customers work with us to design and build their travel and expense program.
+Added: We manage their entire program by combining our leading travel and expense platform, with customized servicing options, giving oversight and control across their program.
+Added: Amex GBT in partnership with a customer's chosen technology
+Added: • Amex GBT Select - For businesses preferring a flexible solution integrating their existing technology with our marketplace and configurable servicing options.
+Added: They can build a tailored program to give insight and control across their travel spend.
+Added: • Amex GBT Ovation - For businesses preferring a higher touch travel solution and personalized corporate travel servicing.
+Added: The Amex GBT Ovation solution caters to customers who prefer to speak to our travel experts as well as use our technology.
+Added: Specialized Professional Services
+Added: Our range of travel and expense solutions are underpinned by specialized professional services including Amex GBT Meetings & Events and GBT Consulting.
+Added: All of these services embody the critical components, such as account management, sustainability solutions, and in-depth reporting, needed by our customers.
+Added: Amex GBT Meetings & Events helps deliver unforgettable, engaging experiences that leave a lasting impact for businesses, brands, and attendees through a range of services.
+Added: GBT Consulting provides strategic guidance and tailored solutions to optimize corporate travel programs, enhance cost savings, improve traveler experience, and maintain policy compliance.
+Added: For sports professionals, TV and film production studios and sports broadcasting companies worldwide, GBT Sports & Entertainment provides tailored travel services for these dynamic industries.
+Added: With our GBT Partner Solutions program, we extend our proprietary software and service platform to third-party travel management companies ("TMCs") and independent advisors (collectively, "Network Partners").
+Added: We provide global access to our differentiated content and technology, global servicing capabilities and access to our leading content marketplace ("GBT Partner Solutions").
+Added: 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 footprint.
+Added: Since our formation in 2014, we have expanded our capabilities, integrated new brands through acquisitions, and invested in developing our products and platform.
+Added: The pursuit of strategic acquisitions has allowed us to invest our capital to expand our business, complementing our organic growth strategy, and further driving our ability to accomplish our long-term strategic goals.
+Added: Through our acquisition of KDS in October 2016, we strengthened our platform and digital capabilities with the Neo online booking and expense platform, our leading edge platform to engage with travelers through digital channels.
+Added: The acquisition of Hogg Robinson Group Limited, a global B2B services company specializing in travel management, complemented our geographical footprint with the ability to offer enhanced service to our clients in key regions, and broadened our product and technology capabilities.
+Added: We added artificial intelligence (“AI”) and machine learning capabilities to our portfolio in 2020 when we acquired 30 Seconds to Fly.
+Added: With the acquisition in 2021 of Ovation Travel, LLC, which includes Ovation, Ovation Vacations and Lawyers Travel brands (collectively "Ovation") we were able
+Added: to add a high-touch service.
+Added: Most recently, with the consummation of the 2021 acquisition of Egencia from Expedia Group, Inc.
+Added: ("Expedia"), we substantially enhanced our capabilities with Egencia’s software solution specifically built for “digital-first” clients who want a seamless program that delivers full traveler tools and control at a lower cost.
We regularly consider acquisition opportunities as well as other forms of business combinations to drive our strategy and to enhance growth.
+Added: In March 2024, we entered into an Agreement and Plan of Merger with CWT Holdings, Inc.
+Added: which was subsequently amended on January 17, 2025.
See " Part I, Item 1.
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See " Part I, Item 1A.
−Removed: Risk Factors — We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strateg y ".
−Removed: GBT’s operations are headquartered in London, United Kingdom, and as of December 31, 2023, we had approximately 19,000 employees worldwide with a proprietary presence or operations in 31 countries.
−Removed: We service clients in the rest of the world through our Travel Partner Network ("TPN"), consisting of third-party TMCs.
−Removed: According to the GBTA, the 31 countries in which we have a proprietary presence represent approximately 90% of business travel spend worldwide.
+Added: Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business - We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strateg y ".
+Added: For a specific discussion of risks related to the pending merger with CWT, see “— In order to consummate the Merger, we and CWT must obtain certain governmental approvals and satisfy closing conditions, and if such approvals are not granted or are granted untimely and/or with conditions, and if closing conditions are not satisfied, consummation of the Merger may be jeopardized or the anticipated benefits of the Merger could be reduced ” and “— The Merger with CWT may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the Merger, and the Merger may disrupt our current plans or operations.
+Added: Amex GBT’s operations are headquartered in London, United Kingdom, and as of December 31, 2024, we had over 18,000 employees worldwide with a proprietary presence or operations in 31 countries.
+Added: We expand our reach to service clients in the rest of the world through our Travel Partner Network ("TPN") and Egencia Global Alliance ("EGA") network, consisting of third-party TMCs who operate locally under the American Express Global Business Travel and Egencia Brands.
+Added: According to the Global Business Travel Association ("GBTA"), the 31 countries in which we have a proprietary presence represent approximately 88% of business travel spend worldwide.
American Express Company ("American Express") is a bank holding company under the Bank Holding Company Act of 1956, as amended ("BHC Act"), and is therefore subject to supervision, regulation and examination by U.S.
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Business — Government Regulation — Acquisitions and Investments.
−Removed: Our business is susceptible to substantial disruptions, as described in “Part I, Item 1A.Risk Factors” and elsewhere in this Annual Report.
−Removed: Key Factors Affecting Our Results of Operations
+Added: Our business is susceptible to substantial disruptions, as described in “Part I, Item 1A.
+Added: Risk Factors” and elsewhere in this Annual Report.
Industry Overview and Competitive Landscape
Over the past 60 years, travel and tourism has been one of the largest and fastest-growing economic sectors, representing $11.1 trillion in spend, or 10% of global gross domestic product ("GDP") in 2024, according to the World Travel & Tourism Council (“Travel & Tourism:
−Removed: Economic Impact 2023,” April 2023).
+Added: Economic Impact 2024,” May 2024).
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.
−Removed: We focus primarily on the business travel sector.
−Removed: According to the GBTA, global business travel was an estimated $1.4 trillion industry in 2023 with decades of historical secular growth through economic cycles.
−Removed: Through the last two economic cycles (2000-2019), global business travel spend grew by an estimated compound annual growth rate of 4.4% compared to 3.7% real global GDP growth rate over the same period (“GBTA BTI Outlook Annual Global Report & Forecast:
−Removed: Prospects for Global Business Travel 2020-2024,” January 2021, Global Business Travel Association ) .
−Removed: We believe this growth, in excess of real GDP growth, evidences the sustained role business travel plays as a driver of business and economic growth around the world.
+Added: We focus on the business travel sector.
+Added: According to the GBTA, global business travel was estimated to be a $1.5 trillion industry in 2024 with historical secular growth in excess of GDP through economic cycles ("2024 Business Travel Index Outlook", July 2024).
+Added: Global business travel spend is expected to continue to grow in excess of GDP ("2024 Business Travel Index Outlook", July 2024).
+Added: We believe this growth evidences the sustained role business travel plays as a driver of business and economic growth around the world.
Business travel can be managed or unmanaged.
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Through a TMC, business clients benefit from savings from demand aggregation, access to supplier content, effective fulfillment of business clients’ obligations to ensure the safety and well-being of their employees when traveling for business, and enhanced control over travel spending, among many other benefits.
−Removed: We estimate that approximately 40% of business travel spend in the United States, and approximately 36% of business travel spend in Europe, was managed in recent years.
−Removed: We believe that a majority of unmanaged business travel spend is driven by SMEs, which we believe provides us with a significant growth opportunity given our strong SME client base in B2B travel.
−Removed: Additionally, we estimate that the growth trends in our SME business, as well as the number of TMCs that currently focus on SMEs, indicate a greater demand for managed travel by SMEs.
−Removed: We are a leading B2B software and services company in travel and expense in a fragmented TMC industry.
+Added: We estimate that approximately 37% of business travel spend in the United States, and approximately 29% of business travel spend in Europe, was managed in 2024.
+Added: We believe that a majority of unmanaged business travel spend is driven by SMEs, which we believe provides us with a significant growth opportunity given our strong SME client base in
+Added: Additionally, we estimate that the growth trends in our SME business, as well as the number of TMCs that currently focus on SMEs, is indicative of a greater demand for managed travel by SMEs.
+Added: We are a leading software and services company for travel, expense, and meetings & events in a fragmented TMC industry.
We estimate that the top 10 TMCs in aggregate accounted for approximately $92 billion in business travel TTV in 2023, or less than 10% of total business travel spend worldwide .
Many TMCs serve a mix of business clients.
−Removed: However, business clients have a range of different needs and priorities, and many TMCs focus on core capabilities aligned with the needs of their target clients.
−Removed: We offer our customers unrivaled choice through our travel and expense solutions, that target some of the most attractive segments in business travel;
−Removed: unrivaled value we deliver through comprehensive content and significant savings;
−Removed: and unrivaled traveler and customer experiences delivered through the combination of smart software and expert people across our solutions.
+Added: However, business clients have a range of needs, preferences and priorities, and many TMCs focus on core capabilities aligned with the needs of their target clients.
+Added: We offer our customers unrivaled choice, unrivaled value and unrivaled experiences.
We believe this differentiation is further enhanced by our brand promise.
• Unrivaled Choice
−Removed: ◦ Global Servicing with Sophisticated Capabilities:
−Removed: Many clients have global operations, and this is often combined with organizational size and complexity to drive a wide range of sophisticated travel program needs.
−Removed: Often this includes travel management at a global and local level, a mix of insourced and outsourced processes and an ecosystem of tools and technology that varies for each client.
−Removed: Additionally, travel programs interface with processes and systems of other corporate functions (such as finance, human resources, sustainability, risk and compliance for example).
−Removed: We are differentiated by our complete solution designed to solve for this complexity:
−Removed: our customizable Select solution is purpose built to address these needs through seamlessly integrating our proprietary software and a broad range of third-party technology, including OBT, for customers that value this flexibility.
−Removed: These solutions support travelers and travel managers at a local and global level, through a consistent and flexible service infrastructure and technology backbone with a comprehensive stable of traveler and travel management software and services configured for the client.
−Removed: The GBT offer spans from complete outsourcing of an entire travel program for even the largest and most complex of our clients, to discrete solutions that seamlessly integrate into our clients’ travel management program and deliver on their specific needs.
−Removed: ◦ Global Consistency, In One Complete Solution:
−Removed: Many customers have operations in a single country or have operations in multiple countries and want a single consistent experience across their business, simplifying their travel management program in one place.
−Removed: Egencia is designed to meet these needs with a configurable, turnkey, standardized solution differentiated through a simple, intuitive user experience on a globally scalable platform.
−Removed: ◦ High Touch Servicing, Vertical Specific Offerings:
−Removed: Some customers value highly personalized traveler service, which can include named agents, or agents intimately familiar with specific practices and need of travelers in certain industry verticals.
−Removed: Our Ovation solution has a proven track record delivering on these requirements at scale, further enhanced and differentiated through GBT technology.
−Removed: ◦ All in One Spend Management:
−Removed: Smaller SMEs typically consider travel as part of a broader employee spend category and may not have developed a dedicated travel management capability.
−Removed: Our Neo1 spend management solution specifically targets this segment, bringing together budgeting, virtual card issuance, payments, purchasing of travel and other employee spend, approvals, reporting and integration in finance system in an all-in-one digital self-serve solution.
+Added: ◦ Variety of Tailored Solutions :
+Added: Amex GBT customers have access to a variety of travel and expense products and solutions each designed to meet a different unique need or preference.
• Unrivaled Value
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Comprehensive Content and Superior Value:
−Removed: While our clients have distinct service needs, the need for access to comprehensive content and best value through savings and amenities is ubiquitous across our client base.
−Removed: The Amex GBT Marketplace delivers on this need with comprehensive content and superior value.
−Removed: The combination of solving the distinct needs of clients and travelers through tailored propositions and delivering the value of the Amex GBT Marketplace across our entire client base underpins our differentiation.
+Added: The demand for access to comprehensive content and exceptional value through savings and amenities is ubiquitous across our client base.
+Added: The Amex GBT Marketplace delivers on this demand with comprehensive content and superior value.
• Unrivaled Experience
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Ownership of the digital experience is a critical success factor, as a simple, easy to use, intuitive traveler and client digital experience often drives the buying decision.
−Removed: We, through Neo and Egencia, are differentiated in this capability at global scale.
−Removed: Most new technology-based TMCs are focused on building this capability.
−Removed: We believe that our proven digital offer, further strengthened by our acquisition of Egencia, differentiates us to these clients.
−Removed: We believe that our ability to offer the
−Removed: seamless combination of digital experience with the expertise of our travel counselors and customer relationship managers is a compelling differentiator and provides us with leading value propositions for our customers.
−Removed: • The American Express GBT Brand Promise
+Added: We offer unique seamless combination of our proprietary digital experience with access to the expertise of our travel counselors and customer relationship managers .
+Added: • The American Express Global Business Travel brand promise
◦ In addition to offering Unrivaled Choice, Unrivaled Value and Unrivaled Experience, we believe that operating to a higher standard in relation to the environment, social responsibility and corporate governance is integral to our success with business clients and suppliers and to attracting and retaining the best talent in the industry and is the cornerstone of our brand promise.
We continually work and invest in our risk management framework, governance structures, practices and procedures to meet this higher standard.
−Removed: We believe that we benefit from our proven track record, reputation for service, capacity and capability to adapt to emerging needs and ability to invest in better solutions, and that these attributes will continue to support our business in the future.
+Added: We believe that we benefit from our reputation for service, capacity and capability to adapt to emerging needs and preferences and our ability to invest in better solutions, and that these attributes will continue to support our business in the future.
In particular, we believe that the following long-term structural trends have emphasized the increasingly important role of a well-managed travel program in effectively and efficiently solving critical business problems:
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• Increasingly fragmented content, highlighting the attractiveness of a platform that delivers extensive access to content and simplifies the purchasing process;
−Removed: • Business clients continuing to seek more control and visibility over their travel program costs, which benefits TMCs that offer a broader range of content and higher savings;
−Removed: • Business clients seeking partnerships with TMCs that share their ambitions for more responsible and sustainable travel with solutions and clear roadmaps that support these ambitions.
+Added: • Business clients continuing to seek more control and visibility over their travel program costs and offering a broader range of content and higher savings;
+Added: • Business clients seeking partnerships that share their ambitions for more responsible and sustainable travel with solutions and clear roadmaps that support these ambitions.
We believe that we benefit from these long-term structural trends by combining:
−Removed: • The world’s leading B2B travel platform by 2022 TTV;
+Added: • One of the world’s leading B2B travel platform by 2023 TTV;
• A diverse portfolio of leading travel management solutions;
−Removed: • A track record of exceptional client and traveler support;
+Added: • Exceptional client and traveler support;
• Comprehensive and differentiated content and experiences that drive improved savings and value;
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We serve and create value for clients, travel suppliers and Network Partners in two ways:
−Removed: (i) by enabling an efficient marketplace for travel transactions through traveler service, content and distribution;
+Added: (i) by enabling an efficient marketplace for travel and expense through expert service, partnerships, content and distribution;
and (ii) by offering a suite of software and professional services that enable effective and efficient management of business travel programs.
−Removed: GBT Value Proposition:
−Removed: Provide Solutions to Critical Problems for Clients, Travelers, and Suppliers
We serve a broad range of business clients globally across a diverse range of industries, including, among others, business and financial services, industrial, technology, healthcare, legal and other industries.
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Travel and Expense Software
−Removed: • Software for the traveler to seamlessly book and plan complex itineraries through our proprietary software, as well as full integration into third-party traveler and expense platforms.
+Added: • Software for the traveler to seamlessly book and plan itineraries through our proprietary software, as well as full integration into third-party traveler and expense platforms.
• A full suite of travel management software, including (i) traveler care tools designed to help ensure the safety and well-being of travelers, (ii) travel spend analysis, travel policy development and governance, and (iii) end-to-end integration into client environments to facilitate compliance, human resources, finance and administrative functions.
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The SME segment is highly competitive and fragmented, but we believe we have one of the most compelling offerings to SME client bases in B2B travel.
−Removed: Through our Ovation and Egencia acquisitions, we have reaffirmed our commitment to building a leading presence in the SME
−Removed: Our SME-focused diverse portfolio of leading travel management services are also well positioned in premium segments and across various industries.
+Added: Through our Ovation and Egencia acquisitions, we have reaffirmed our commitment to building a leading presence in the SME segment.
+Added: Our SME-focused diverse portfolio of leading travel management services are also well positioned in premium segments and across various industries and clients of all sizes.
Travel Suppliers:
−Removed: Our travel suppliers include airlines, individual hotels and hotel groups, hotel aggregators, car rental companies, rail transportation providers and all three major Global Distribution Systems ("GDSs").
−Removed: Our longstanding and valuable supplier relationships allow us to benefit from our marketplace with one of the largest concentrations of premium demand in travel.
+Added: Our longstanding and valuable supplier relationships include airlines, individual hotels and hotel groups, hotel aggregators, car rental companies, rail transportation providers and all three major Global Distribution Systems ("GDSs").
We believe that business travel demand is differentially important to travel suppliers due to their higher profitability and the high costs of marketing to and serving this demand directly.
2 unchanged sentences
• A technology platform distributing content to our business clients across a wide range of points of sale ("POS");
−Removed: • Managing a highly complex retail environment on behalf of travel suppliers, including client-specific content, fares and POS integrations;
+Added: • Managing a retail environment on behalf of travel suppliers, including client-specific content, fares and POS integrations;
• Analytics and other solutions that help travel suppliers make better retail decisions;
−Removed: • Acting as an extension of the supplier salesforce to our clients;
+Added: • Acting as an extension of the supplier sales force to our clients;
• Superior capabilities that allow us to service those clients in challenging or unpredictable environments.
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We allow travel suppliers to avoid significant investment in marketing, technology, servicing resources and infrastructure.
−Removed: This in turn helps drive superior value and economics for travel suppliers and our clients who benefit from savings and extra amenities and perks, such as complimentary Wi-Fi, breakfast, last-room availability and loyalty benefits, compared to publicly available fares and lodging room rates.
+Added: This in turn helps drive superior value and economics for
+Added: travel suppliers and our clients who benefit from savings and extra amenities and perks, such as complimentary Wi-Fi, breakfast, last-room availability and loyalty benefits, compared to publicly available fares and lodging room rates.
Network Partners:
−Removed: Through GBT Partner Solutions, we extend our technology and product solutions, content marketplace and global servicing capabilities to approximately 17 GBT Network Affiliate Partners.
−Removed: In addition, we partners with over 130 Independent Agents as part of the Ovation Network.
−Removed: We also have over 150 TMC's in our Third Party Network ("TPN") in various jurisdictions across the globe.
+Added: Through GBT Partner Solutions, we extend our technology and product solutions, content marketplace and global servicing capabilities to approximately 20 GBTNetwork affiliate members.
+Added: In addition, we partner with over 130 Independent Agents as part of the OvationNetwork.
+Added: We also have over 150 TMC's in our TPN and EGA in various jurisdictions across the globe.
We believe the GBT Partner Solutions value proposition is compelling for all three networks by providing:
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As noted in our flywheel below ("GBT Flywheel"), our value proposition creates our competitive advantage and is driven by the synergies that drive value for all users of our platform.
−Removed: • We deliver value to all our clients through our high-quality service, comprehensive and exclusive content and experiences, savings on travel spend and differentiated technology-enabled solutions.
+Added: • We deliver value to all our clients through our differentiated software delivering comprehensive and exclusive content and experiences backed by high-quality service.
We deliver this through the compelling combination of tailored value propositions targeted at attractive client segments in business travel reinforced by our diverse portfolio of leading travel management services, and the significant value created by the GBT platform that powers our services and our Network Partners.
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• Our platform provides travel suppliers with efficient access to our valuable client base, creating a strong incentive for travel suppliers to deliver more content, better experiences and increased savings.
−Removed: Serving high value business clients is a significant investment in technology, service resources, infrastructure and capabilities.
−Removed: The volume of business travel we manage and our efficient platform enable us to make and sustain this investment at compelling economics for both clients and travel suppliers.
+Added: Serving high value business clients requires a significant investment in technology, service resources, infrastructure and capabilities.
+Added: Our efficient platform enables us to make and sustain this investment at compelling economics for both clients and travel suppliers.
This creates margin headroom for travel suppliers to offer differentiated value through savings, content and experiences commensurate with the differentiated value of this demand to them.
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• Our end-to-end ownership of our technology platform, from connectivity to sources that supply to our POS, allows us to deploy investments efficiently and generate extensive benefits for our clients and travel suppliers.
−Removed: In addition, our strategic acquisitions help us add capabilities.
We believe that our continued innovation and development of our platform makes us more competitive.
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Travel Revenues:
−Removed: Travel Revenues include all revenue relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds.
+Added: Travel Revenues include all revenue relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and comprised 80% of our total revenue in 2024.
The major components of our Travel Revenues are:
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Other revenues typically include certain marketing and advertising fees from travel suppliers.
−Removed: Since our formation in 2014, we have spent approximately $1.6 billion on product and platform, to create a global platform that powers travel distribution, servicing and business travel programs.
+Added: Since our formation in 2014, we have consistently invested capital to create a global platform that powers travel distribution, servicing and business travel programs.
We continue to implement focused, high-impact enhancements to our technology platform and solutions to continually improve our value proposition to our clients, travel suppliers and Network Partners.
+Added: The platform has been developed in a way to not only enable our owned and operated technology, but to power the travel technology ecosystem offering a greater range of technology choices for our clients to meet their program needs.
Technology Investments Create a Sustainable Competitive Advantage
Our technology investment has centered on three key strategic goals:
−Removed: • Creating a custom-built technology infrastructure to power our solutions and maintain robust privacy and data security;
−Removed: • Developing an omnichannel core platform capable of powering a global travel program at scale, including a marketplace that provides content for our clients and seamless distribution for our travel suppliers;
+Added: • Creating a custom-built technology infrastructure to power our solutions and support third-party applications while maintaining robust privacy and data security;
+Added: • Developing an omnichannel core platform capable of powering a global travel program, including a marketplace that provides content for our clients and seamless distribution for our travel suppliers;
• Creating seamless travel experiences founded upon an integrated suite of solutions.
−Removed: We began with a product and technology strategy to own all core needs and develop a modern, agile, flexible, globally consistent and secure platform.
−Removed: In 2016, we released the first phase of our omnichannel core platform, which today consists of our global profile solution, global trip record repository, and Amex GBT Marketplace with content and an expansive data repository that houses most of our trip and traveler data.
−Removed: The core platform is designed to support our own proprietary solutions as well as an ecosystem of third-party products and solutions in order to offer clients the broadest choice in how they design and configure their travel programs.
−Removed: In 2018, we completed the full separation of our infrastructure from American Express, including our global telephony systems and network.
−Removed: Since then, we have accelerated our strategy of delivering capabilities to our clients, travel suppliers and Network Partners.
−Removed: We relaunched KDS development group as NTG in 2019.
−Removed: NTG is our innovation engine and the center of excellence for all of our digital and e-commerce development.
−Removed: In 2020, we added new features to support clients and travelers during the COVID-19 pandemic.
−Removed: With the completion of the acquisition of Egencia, we strengthened our digital and e-commerce capabilities bringing a compelling and integrated end-to-end B2B software solution to our clients.
−Removed: The synergies gained from the acquisition of Egencia were underpinned by a platform and innovation capability designed to serve travelers and clients with a differentiated digital experience in target segments.
−Removed: For additional information, see “ Part I, Item 1.
−Removed: Business — Egencia Acquisition ” .
−Removed: We currently offer over 50 distinct technology-enabled products intended to address specific, high- impact problems for our clients.
−Removed: In addition to these capabilities, we support seamless integrations with over 250 third-party and proprietary customer solutions.
−Removed: Our products and integrations continue to grow as travel programs and needs evolve, and our core platform is central to our ability to quickly and efficiently develop, deploy and improve solutions across our client base globally.
−Removed: We have a robust set of global capabilities that meet the needs of some of the most sophisticated global travel programs as well as the most digitally savvy frequent travelers.
−Removed: Travel management solutions include policy and compliance management, trip approvals, unused ticket management, full featured reporting (including data, analytics and insights), traveler care tools designed to help ensure traveler safety and wellbeing, and continuous rate search.
+Added: The core platform today is built on a flexible, modern, fully-cloud based infrastructure (with some client specific exceptions for data residency requirements), which enables efficient, consistent, operations and solutions delivered at scale globally.
+Added: Our solutions bring together a robust set of capabilities that meet the needs of travel programs of all sizes as well as the most digitally savvy frequent travelers.
+Added: Travel management solutions include policy and compliance management, trip approvals, unused ticket management, full featured reporting (including data, analytics and insights), traveler care tools designed to help ensure traveler safety and well-being, and continuous rate search.
For the traveler, a digital suite of solutions enables information, communication, booking and travel management where they want it to be:
−Removed: online, on mobile and by e-mail, as well as by chat with travel counselors through GBT’s Mobile App, iMessage, Android Message, WhatsApp and additional channels.
−Removed: Our platform also supports our travel counselors, which enables personalized servicing, proactive traveler care (we reach out to travelers during disruptions before they even know to call us) and robust transaction services all supported by workforce management tools.
+Added: online, on mobile and by e-mail, as well as by chat with travel counselors.
+Added: Our platform also supports our travel counselors, enabling personalized servicing and proactive traveler care.
+Added: Our flexible core platform and core infrastructure also enables us deliver these capabilities through differentiated solutions tailored to client needs efficiently and effectively:
+Added: • Through Amex GBT Neo and Amex GBT Select, our platform supports over 50 distinct technology-enabled products (including the Neo Online Booking Tool and Neo Expense Tool for Amex GBT Neo, as well as all major third-party online booking tools ("OBTs") and expense tools for Amex GBT Select) intended to address specific, high-impact problems for our clients.
+Added: In addition to these capabilities, we support seamless integrations with over 250 third-party and proprietary customer solutions.
+Added: • With Egencia, we offer integrated end-to-end B2B software covering all aspects of travel management in one place.
+Added: Amex GBT Egencia is also now fully integrated with the core platform and technology infrastructure, benefiting from its global reach and scalability.
+Added: In turn, Amex GBT Egencia has provided a platform and innovation capability designed to serve travelers and clients with a differentiated digital experience as well as a tool for human agents to support servicing of our customers.
+Added: Our technology is also designed to support innovation and new product development.
+Added: For example, we leveraged the Neo codebase to launch Neo1, a fully self-serve spend management and travel solution, which enables GBT to provide an entry level solution for unmanaged customers.
+Added: We were an early adopter of AI and Machine Learning in the B2B travel space.
+Added: For example, Amex GBT Egencia incorporates significant AI Capabilities in everything from determining the best travel choices based on intent to a
+Added: large language model ("LLM") powered help center.
+Added: Additionally we are implementing automation and augmentation solutions including sentiment analysis, voice to text and LLMs to increase servicing efficiency.
+Added: We continue to invest in technology to deliver the strategic goals of the business.
+Added: We are expanding the availability of content proactively by increasing the connectivity and the functionality of our Marketplace in a changing supplier landscape.
+Added: We are also enhancing the buying experience for travelers using the most advanced technologies available, using our strong AI foundations to find and book the best content, for an individual or a group, based on traveler preferences and company policies.
+Added: Our flexible platform also enables us to accelerate adoption of AI and Automation throughout our operations, driving margin accretion and capacity for further investment.
Our Competitive Strengths
We attribute our success and historical performance to the following key strengths that we believe differentiate us from our competition:
−Removed: • World’s leading B2B software and services company for travel and expense by 2022 TTV with a diverse portfolio of leading travel management services serving business clients (“2023 Power List,” June 2023, Travel Weekly ) ;
−Removed: • World's leading technology driven, proprietary digital solutions;
−Removed: • High-quality client base with track record of attractive retention rates and new business growth;
+Added: • One of the world’s leading B2B software and services company for travel and expense by 2023 TTV with a diverse portfolio of leading travel management services serving business clients (“2024 Power List,” June 2024, Travel Weekly ) ;
+Added: • One of the world's leading technology driven, proprietary digital solutions;
+Added: • High-quality client base with attractive retention rates and new business growth;
• Traveler-centric, omnichannel service model;
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We distinguish ourselves from other B2B travel providers through our portfolio of solutions that target premium demand segments in business travel with tailored and leading value propositions.
−Removed: We serve a range of business clients and offer complete business travel solutions that can be designed and configured around client needs and fully integrated into client environments.
−Removed: Our Ovation offerings (including the Lawyers Travel service) focus on SME clients specializing in providing high-touch TMC service at scale with deep strength in selected industries, including the legal, private equity and entertainment industries.
−Removed: Egencia is focused on integrated software solutions for SMEs.
−Removed: The Egencia platform is simple and easy to use, provides the “look and feel” of a consumer platform for travelers, and features intuitive integrated travel management solutions.
−Removed: Egencia was designed and built as a software solution for SMEs.
+Added: We serve a range of business clients and offer complete business travel solutions that can be designed and configured around client needs and fully integrated into client environments using an extensive suite of proprietary and third-party partner technology through Neo and Select solutions, respectively.
+Added: Our Ovation offerings (including the Lawyers Travel service) focus on clients specializing in providing high-touch TMC service at scale with deep strength in selected industries, including the legal, private equity and entertainment industries.
+Added: Egencia is focused on integrated software solutions.
+Added: We believe the Egencia platform is simple and easy to use, provides the “look and feel” of a consumer platform for travelers, and features intuitive integrated travel management solutions.
We supplement our diverse portfolio of leading travel management software and services, which target attractive segments in B2B travel, with our GBT Partner Solutions proposition.
We believe that the combination of our brands and partner solutions provides us with growth options, scalability and capacity for investment in our platform that powers the GBT Flywheel and distinguishes us from our competitors.
−Removed: High-quality Client Base with Track Record of Attractive Retention Rates and New Business Growth
−Removed: Through our diverse portfolio of leading travel management software and services, we serve a broad range of business clients globally across a diverse range of industries including, among others, business and financial services, industrial, technology, healthcare, legal and other industries.
−Removed: Our value propositions are tailored to meet the sophisticated needs of business travel clients, which in turn are valuable to our travel suppliers.
−Removed: We believe the strength of our value proposition is demonstrated by our track record of attracting and retaining premium demand business clients.
+Added: High-quality Client Base with Attractive Retention Rates and New Business Growth
+Added: Through our diverse portfolio of leading travel management software and services, we serve a broad range of business clients of all sizes globally across a diverse range of industries including, among others, business and financial services, industrial, technology, healthcare, legal and other industries.
+Added: Our value propositions are tailored to meet the needs of business travel clients, which in turn are valuable to our travel suppliers.
+Added: We believe the strength of our value proposition is demonstrated by our ability to attract and retain premium demand business clients.
Our client retention rate was 97% in 2024.
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We are proud to offer our travelers 24/7 customer service anywhere in the world through a number of service channels.
−Removed: In 2023, 78% of our bookings were through digital channels (such as online booking tools (“OBTs”), the GBT mobile app and instant messaging).
−Removed: Alongside our digital channels, our agent facilitated channels have played a critical role is supporting travelers seeking the expertise and support of our travel counselors in navigating a more complex travel environment.
−Removed: Our platform is channel-agnostic, ensuring travelers and clients benefit from the full range of our content, savings and solutions regardless of how they choose to engage with us.
+Added: In 2024, 85% of our bookings were through digital channels (such as OBT, the GBT mobile app and instant messaging).
+Added: Alongside our digital channels, our agent facilitated channels have played a critical role is supporting travelers seeking the expertise and support of our travel counselors in navigating a competitive travel environment.
+Added: Our platform is channel-agnostic, ensuring travelers and clients of all sizes benefit from the full range of our content, savings and solutions regardless of how they choose to engage with us.
Where it is valued by our clients, our platform also integrates seamlessly with all major third-party OBTs, further enhancing our flexibility.
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Our service constructs are flexible to match client needs.
−Removed: Within our global client solutions, our tools and infrastructure allow
−Removed: travel counselors to serve any client or traveler anywhere, to the high standard our clients expect of us.
+Added: Within our global client solutions, our tools and infrastructure allow travel counselors to serve any client or traveler anywhere, to the high standard our clients expect of us.
Where our clients require deep, personal knowledge of their business and travelers, we dedicate travel counselors to their account and offer on-site service.
Our service footprint includes 31 countries where we have a proprietary presence or operations.
−Removed: Our TPN, which is integrated into our infrastructure and platform, extends this service footprint to our clients in the rest of the world.
+Added: Through the TPN and EGA, which are integrated into our infrastructure and platform, we extend this service footprint to our clients in the rest of the world.
This broad geographic reach allows us to offer streamlined access to a consistent portfolio of services across the globe and a differentiated local service where such service is needed and valued by the traveler and client.
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This allows seamless, simple and efficient cross channel engagement for our travelers (for example, booking a trip through the OBT, changing the itinerary by calling a travel counselor and rebooking a connecting flight through messaging).
−Removed: In 2020, we acquired 30STF, a cutting-edge AI and machine learning enabled messaging tool, to further enhance our capabilities.
Relationships with Top-Tier Travel Suppliers Driven by Value Proposition
−Removed: We believe that our longstanding supplier relationships, built on a track record of delivering premium demand, improving profitability and meeting supplier objectives, differentiate us from our competitors.
+Added: We believe that our longstanding supplier relationships, built on a reputation of delivering premium demand, improving profitability and meeting supplier objectives, differentiate us from our competitors.
These relationships include airlines, hotel groups and individual hotel properties, content aggregators, including Expedia Partner Solutions and Booking.com, all three major GDS platforms, car rental, rail, ground transportation companies and many other travel suppliers.
Travel suppliers value business travel demand due to a higher proportion of first and business class cabin bookings, fewer advance purchases, more flexible tickets and more long-haul international bookings, all of which drive superior economics and profitability.
−Removed: As the world’s leading B2B travel platform by 2022 TTV, we offer travel suppliers access to one of the largest aggregations of this premium demand in the travel industry.
−Removed: Moreover, we believe the composition of our bookings is uniquely valuable compared to typical B2B bookings.
+Added: We offer travel suppliers access to one of the largest aggregations of this premium
+Added: demand in the travel industry.
Due to the nature and mix of our client types, our clients typically choose premium tickets that we estimate are on average approximately 40% higher than the average TMC booking.
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These high value relationships and economics are powered by the Amex GBT Marketplace, our unified platform encompassing the GDS and non-GDS content aggregation that connects all of our travel suppliers and content to the POS our clients and travelers use.
−Removed: We believe this provides value to travel suppliers by eliminating the need to invest in complex business client POS environments while also providing them with the capabilities they need to market, promote and sell their content, products and services effectively.
+Added: We believe this provides value to travel suppliers by eliminating the need to invest in business client POS environments while also providing them with the capabilities they need to market, promote and sell their content, products and services effectively.
We have extensive experience working closely with travel suppliers to deliver their objectives and create value for clients.
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This includes Preferred Extras that are not available to the general public, which provide clients with value through extra amenities and savings from exclusive fares and lodging room rates.
−Removed: For example, in 2023, more than 90 airlines and more than 60,000 hotel properties participated in the Preferred Extras program, with clients benefiting from an average saving of approximately 5% compared to public fares when they used Preferred Extras content, in addition to benefiting from extra amenities and perks such as free Wi-Fi, breakfast, last-room availability and loyalty benefits.
+Added: For example, in 2024, more than 90 airlines and more than 34,000 hotel properties participated in the Preferred Extras program, with clients benefiting from cost savings extra amenities and perks such as free Wi-Fi, breakfast, last-room availability and loyalty benefits.
Cutting-Edge Proprietary Technology Platform Seamlessly Integrated into our Operations
Business clients and travelers expect a single integrated global platform to drive seamless experiences and integration with their chosen systems.
−Removed: Our approach provides a differentiated mix of a full end-to-end proprietary solution
−Removed: set as well as a flexible architecture integrating the myriad third-party solutions that our clients request.
+Added: Our approach provides a differentiated mix of a full end-to-end proprietary solution set as well as a flexible architecture integrating the myriad third-party solutions that our clients request.
We believe the capacity to offer both end-to-end proprietary solutions and global, seamless integrations is a differentiator relative to our competitors.
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The core platform demonstrates how the GBT Flywheel enables enhanced investment in our technology to drive better outcomes for our clients and travel suppliers.
−Removed: By increasingly owning both the traveler experience (whether through Egencia, Neo, GBT Mobile or Chat) and the distribution technology (through the Amex GBT MarketPlace), we deliver content to travelers the way they want it.
+Added: For clients who choose a solution built on Amex GBT technology, we can own the end-to-end traveler experience and core distribution technology.
+Added: This enables us to deliver content to travelers and their booking agents in the most efficient way possible.
This technology makes us one of the few TMCs to have a full digital POS solution and content delivery technology.
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Our proprietary technology utilizes data analytics capabilities to enhance travel program insights and create a more personalized user experience, which we believe will drive our client reach.
−Removed: Our solutions also offer flexibility of choice of end-to-end solutions and the ability to integrate third-party solutions, such as SAP Concur with our Select solution.
−Removed: We seamlessly integrate these solutions, as well as links to core client systems, such as finance and human resources applications, via our flexible Application Programming Interfaces to drive consistent client and traveler experiences.
+Added: Our solutions also offer flexibility of choice of end-to-end solutions and the ability to integrate third-party solutions, such as SAP Concur with Amex GBT Select.
+Added: We seamlessly integrate these solutions, as well as links to core
+Added: client systems, such as finance and human resources applications, via our flexible Application Programming Interfaces to drive consistent client and traveler experiences.
By doing so, we can quickly adapt to client needs while also maintaining robust information security, privacy and compliance safeguards.
Industry-Leading Standard of Sustainability
−Removed: On an annual basis, GBT publishes an Environmental, Social and Governance (“ESG”) Report, which can be found on the Company's website and includes our ESG strategy and progress in respect of environmental sustainability, diversity, equity and inclusion, and corporate governance matters.
+Added: On an annual basis, Amex GBT publishes an Environmental, Social and Governance (“ESG”) Report, which can be found on the Company's website and includes our ESG strategy and progress in respect of environmental sustainability, social, and corporate governance matters.
The information contained on the Company's website is not included in, or incorporated by reference into, this Annual Report.
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Management Team with Industry-Leading Experience
−Removed: We are led by a highly experienced management team with a track record of delivering results.
−Removed: The team has diverse backgrounds and experiences, both from inside and outside the travel industry.
−Removed: They have successfully managed the business through several acquisitions and transformations, while delivering consistent growth.
−Removed: They have also deftly managed the challenges of the COVID-19 pandemic together, taking roles as industry leaders in supporting the emerging resurgence of travel, and have the expertise and leadership required to execute on our growth strategy.
+Added: We are led by a highly experienced management team with a wide range of backgrounds and experiences, both from inside and outside the travel industry.
+Added: They have successfully managed the business through several acquisitions, transformations and challenges, while delivering consistent growth.
+Added: They have the expertise and leadership required to execute on our growth strategy.
Our Growth Strategy
−Removed: We believe we have significant runway for growth, margin expansion and accelerated cash generation, enabled by our differentiated industry position.
+Added: We believe we have significant runway for growth, margin expansion and accelerated cash generation, enabled by our differentiated services.
We have built the most valuable marketplace in travel, underpinned by access to the most comprehensive and competitive content.
−Removed: We have multiple levers to accelerate growth, including driving new wins with our leading travel and expense software and services that are integrated and proven at scale globally.
−Removed: We are focused on growing our leadership in the large, fast-growing and high margin SME segment, where we are investing to drive new wins and higher share of wallet and benefit from the shift from unmanaged toward high-quality managed travel solutions.
+Added: We have multiple levers to accelerate growth, including driving new wins with our leading travel and expense software and services that are integrated globally.
+Added: We are focused on growing our leadership in the large, fast-growing and high margin SME space, where we are investing to drive new wins and higher share of wallet and benefit from the shift from unmanaged toward high-quality managed travel solutions.
We are investing to extend our product leadership and build leading digital-first experiences and seamlessly integrated software and services.
Our priority to drive operating leverage through productivity improvements, including leveraging automation and AI, is expected to drive margin expansion and fund investments for long-term sustained growth, both organically and through accretive mergers and acquisitions ("M&A").
−Removed: We regularly consider acquisition opportunities as well as other forms of business combinations.
−Removed: Historically, we have been involved in numerous transactions of various magnitudes, for consideration which included cash, securities or combinations thereof.
−Removed: We are continuing to evaluate and to pursue appropriate acquisition and combination opportunities as they arise in the expansion of our operations.
−Removed: No assurance can be given with respect to the timing, likelihood or financial or business effect of any possible transaction.
−Removed: As part of our regular on-going evaluation of acquisition opportunities, we are currently engaged in a number of unrelated preliminary discussions concerning possible acquisitions.
−Removed: We are in various stages of such discussions and have not entered into any agreement with respect to any possible acquisitions not expressly described in this Annual Report.
−Removed: The purchase price for possible acquisitions may be paid in cash, through the issuance of equity, the incurrence of additional indebtedness, or a combination thereof.
−Removed: Prior to consummating any such possible acquisition, we, among other things, will have to satisfactorily complete our due diligence investigation, negotiate the financial and other terms (including price) and conditions of such acquisitions, obtain necessary consents and approvals and, if necessary, obtain financing.
−Removed: The fact that we are subject to supervision, examination and regulation by Federal Reserve under the BHC Act could limit our ability to engage in acquisition activity (See “ Part I, Item 1A .
−Removed: Risk Factors — Risks Relating to Regulatory, Tax and Litigation Matters — Because we are deemed to be “controlled” by American Express under the BHC Act, we are and will be subject to supervision, examination and regulation by the Federal Reserve which could adversely affect our future growth and our business, results of operations and financial condition ” ).
−Removed: Furthermore, our ability to consummate and finance acquisitions may be limited by the terms of our existing or future debt arrangements.
−Removed: We cannot predict if any such acquisition will be consummated or, if consummated, will result in a financial or other benefit to us.
−Removed: See “ Part I, Item 1A .
−Removed: Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business — We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strategy.
−Removed: Capitalize on our Differentiated Value Proposition and Technology Platform
−Removed: Since our formation in 2014, we have invested approximately $1.6 billion in product and platform, to deliver the leading B2B travel and expense software and services, including exceptional traveler experience and leading travel program management tools and capabilities.
+Added: Capitalize on our Technology Platform
Our proprietary technology utilizes data analytics capabilities to enhance travel program insights and create a more personalized user experience, which we believe will drive our client reach.
We intend to expand our value proposition through the continued integration of travel and expense and payment tools.
−Removed: In addition, the Amex GBT Marketplace aggregates and optimizes content delivery, which we believe will solve critical problems for business clients, travel suppliers and Network Partners.
−Removed: With increased capabilities and functionality, we can deliver more value for our clients and potentially capture a higher share of travel spend from our clients.
−Removed: Our efforts are evidenced in strong retention and business growth rates.
+Added: In addition, the Amex GBT Marketplace aggregates and optimizes content delivery, which we believe will solve critical problems for business clients, travel suppliers and Network Partners.With increased capabilities and functionality, we can deliver more value for our clients.
We believe that continuing to invest in our digital transformation will also improve client satisfaction while reducing costs.
We plan to continue expanding our technology suite in order to seamlessly deliver on clients’ needs in each target segment and to execute on opportunities designed to further improve profitability.
−Removed: Strengthen Position in Global and Multinational Segment
−Removed: We believe our value proposition to business clients was strengthened by the COVID-19 pandemic, which underscored our high-quality service and created a flight to service quality, where quality of service became highly
−Removed: prioritized as a critical buying factor.
−Removed: As a result of this paradigm shift, newly won client expected annual value and growth in client and traveler satisfaction performance have strengthened compared to our pre-pandemic trend.
−Removed: We provide one of the most complete business travel solutions for business clients, and we believe our differentiated value proposition will enable us to continue to grow in this segment.
−Removed: Business clients require sophisticated capabilities on a global scale, and we believe that we can deliver them through our platform and solutions, high-quality traveler service and suite of professional services.
+Added: Strengthen Position Globally
+Added: We believe our value proposition to business clients is underscored by our high-quality service.
+Added: We provide one of the most complete business travel solutions for business clients of all sizes, and we believe our differentiated value proposition will enable us to continue to grow in this segment.
+Added: Some business clients require service capabilities on a global scale, and we believe that we can deliver them through our platform and solutions, high-quality traveler service and suite of professional services.
We plan to continue to grow through new client wins and expanding upon our existing relationships by providing more comprehensive solutions, including meetings and events planning, consulting, outsourced services and more products and technology that are integrated into our clients to provide the best possible experience and value.
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We estimate $625 billion of the global SME segment is unmanaged, representing a large growth opportunity.
−Removed: Our acquisitions of Ovation (including the Ovation and Lawyers Travel services) and Egencia in 2021 demonstrate our commitment and ability to execute in the SME segment.
−Removed: Ovation and Lawyers Travel are leading solutions for the high-touch segment where personal, human service remains a key buying criterion.
−Removed: Egencia is a leading SME software platform where a largely self-service model is desired.
−Removed: GBT, together with Ovation and Egencia, has the capability of serving SMEs with a variety of solutions designed to meet their needs.
−Removed: We launched Neo1, a fully self-registered SME expense management tool in the United Kingdom in 2020 and in the U.S.
−Removed: With these two businesses and our SME expense management tool, we intend to unlock significant potential in the SME segment through new business development with unmanaged clients and increasing value with our existing client base.
+Added: Through Ovation and Egencia, we are able to offer additional solutions more tailored toward the needs of SME's and have expanded our offerings to leading solutions in the high-touch segment where personal, human service remains a key buying criterion.
+Added: Egencia is a leading software platform where a largely self-service model is desired.
+Added: We launched Neo1, a fully self-registered expense management tool in the United Kingdom in 2020 and in the U.S.
+Added: With these two businesses and our Neo1 expense management tool,we have unlocked significant potential for new business development with unmanaged clients and increased the value offered to our existing client base.
Pursue Strategic and Accretive M&A
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We may be required to raise additional capital through new equity or the incurrence of additional indebtedness to support our acquisition strategy.
+Added: As part of our regular on-going evaluation of acquisition opportunities, we are in various stages of discussions and have not entered into any agreement with respect to any possible acquisitions not expressly described in this Annual Report.
+Added: We cannot predict if any such acquisition will be consummated or, if consummated, will result in a financial or other benefit to us.
+Added: See “ Part I, Item 1A .
+Added: Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business — We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strategy.
Earnings Growth Through Productivity and Automation
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We believe this type of servicing delivers the best of both worlds in achieving traveler satisfaction and efficiency.
−Removed: Together, we believe these initiatives will enable us to deliver a higher level of service, thus benefiting clients, travelers and our business, while realizing and maintaining higher margins going forward.
−Removed: Egencia Acquisition
−Removed: The acquisition of Egencia was consummated on November 1, 2021.
−Removed: The Egencia solution, footprint and capabilities, which offers easy to use and intuitive self-service technology for the traveler, travel arranger and client, are complementary to our business and further accelerate our growth strategy.
−Removed: In particular, the Egencia acquisition substantially enhances our capabilities in the SME segment to significantly broaden the addressable client base, complements our SME value proposition with its software solution specifically built for “digital-first” SME clients who want a seamless program that delivers full traveler tools and control at a lower cost and provides leading edge traveler and client experience as well as innovation capability powered by an experienced, proven travel technology talent base.
−Removed: EAN.com LP, an affiliate of Expedia, entered into a Marketing Partner Agreement on November 1, 2021 which was subsequently amended on June 1, 2023, agreeing to a ten-year term marketing partner agreement with an affiliate of GBT to provide GBT’s clients with access to Expedia hotel content through the AmexGBT Marketplace, which requires Expedia to meet certain competitiveness thresholds with respect to the Expedia hotel content offered to GBT and requires GBT to satisfy certain share of wallet commitments to Expedia.
−Removed: As part of the acquisition of Egencia, on November 1, 2021, GBT Travel Services UK Limited ("GBT UK") entered into a Transition Services Agreement with Expedia (the “Egencia TSA”), pursuant to which Expedia and its affiliates provide certain transition services to facilitate an orderly transfer of Egencia from Expedia to GBT.
−Removed: See note 9 – Business Acquisitions – Acquisition of Egencia to our consolidated financial statements included elsewhere in this Annual Report .
+Added: We believe these initiatives will enable us to deliver a higher level of service, thus benefiting clients, travelers and our business, while realizing and maintaining higher margins going forward.
Description of Certain Indebtedness
−Removed: Certain of our subsidiaries are party to a Senior Secured Credit Agreement (as defined below), which provides for $1,372 million in outstanding principal amount of senior secured term loan facilities and a $50 million Senior Secured Revolving Credit Facility (as defined below) as of December 31, 2023.
−Removed: The proceeds from these financing arrangements have been and will continue to be used to reinforce our liquidity position and preserve financial flexibility.
−Removed: The substantial majority of the senior secured term loans will mature on December 16, 2026, with the outstanding principal amount of initial tranche, as of December 31, 2023, of $237 million maturing on August 13, 2025.The revolving credit facility will automatically terminate on May 14, 2025 if the initial tranche of term loans has not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025.
−Removed: The revolving credit facility is otherwise scheduled to mature on September 16, 2026.
−Removed: As of December 31, 2023, we had utilized $7 million for letters of credit and had the balance of $43 million that remained undrawn under the Senior Secured Revolving Credit Facility.
−Removed: The following is a summary of the material terms of the Senior Secured Credit Agreement and related amendments thereto as of the date of this Annual Report.
−Removed: This summary is qualified in its entirety by reference to the complete text of the Senior Secured Credit Agreement and the amendments thereto, all of which are included as exhibits to this Annual Report.
−Removed: You are urged to read carefully the Senior Secured Credit Agreement and the amendments thereto in their entirety.
−Removed: Senior Secured Credit Agreement
−Removed: On August 13, 2018, certain of our subsidiaries entered into the Senior Secured Credit Agreement, by and among GBT Group Services B.V.
−Removed: (the “Borrower”), GBT III, as the original parent guarantor, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for $250 million of senior secured initial term loans ("Senior Secured Initial Term Loans") and the $50 million senior secured revolving credit facility ("Senior Secured Revolving Credit Facility").
−Removed: In December 2019, the Senior Secured Credit Agreement was modified to, among other things, permit certain internal reorganization transactions and add GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, as the parent guarantor.
−Removed: On September 4, 2020, $400 million of Senior Secured Prior Tranche B-1 Term Loans were borrowed under an incremental facility that was established pursuant to an amendment to the Senior Secured Credit Agreement.
−Removed: On January 20, 2021, the Senior Secured Credit Agreement was further amended to, among other things, (i) establish the $200 million Senior Secured Prior Tranche B-2 Term Loan Facility and (ii) modify certain terms applicable to the Senior Secured Prior Tranche B-1 Term Loans.
−Removed: On December 2, 2021, the Borrower obtained commitments for the $1,000 million Senior Secured New Tranche B-3 Term Loan Facilities.
−Removed: Effective as of December 16, 2021, the Senior Secured Credit Agreement was amended to, among other things, establish the Senior Secured New Tranche B-3 Term Loan Facilities, a portion of which was
−Removed: applied to refinance and repay in full the Senior Secured Prior Tranche B-1 Term Loans and the Senior Secured Prior Tranche B-2 Term Loan Facility.
−Removed: On January 25, 2023, the Senior Secured Credit Agreement was further amended to, among other things, (i) establish the $135 million Senior Secured New Tranche B-4 Term Loan Facility (together with the Senior Secured Initial Term Loans and the Senior Secured New Tranche B-3 Term Loan Facilities, the “Senior Secured Term Loan Facilities”) and (ii) modify certain terms applicable to the Senior Secured New Tranche B-3 Term Loan Facilities and the Senior Secured Revolving Credit Facility.
−Removed: The various amendments referred to above also modified certain covenants and certain other terms of the Senior Secured Credit Agreement.
−Removed: Term Loan Facilities
−Removed: Senior Secured Initial Term Loans in an aggregate principal amount of $250 million were drawn in full at the original closing of the Senior Secured Credit Agreement, and the proceeds therefrom were used for general corporate purposes, including repayment of a then-existing bridge facility that was incurred to finance our July 2018 acquisition of HRG.
−Removed: Loans in an aggregate principal amount of $800 million were drawn under the Senior Secured New Tranche B-3 Term Loan Facilities on December 16, 2021, a portion of which was applied to refinance and repay in full the Senior Secured Prior Tranche B-1 Term Loans and the Senior Secured Prior Tranche B-2 Term Loan Facility, and, in connection therewith, the remaining unused commitments under the Senior Secured Prior Tranche B-2 Term Loan Facility were terminated.
−Removed: The then remaining $200 million of commitments under the Senior Secured New Tranche B-3 Term Loan Facilities were available on a delayed-draw basis for an up to six-month period after the initial borrowing date under the Senior Secured New Tranche B-3 Term Loan Facilities, subject to certain customary borrowing conditions, to be used for ongoing working capital requirements and other general corporate purposes permitted by the Senior Secured Credit Agreement.
−Removed: On May 19, 2022, $100 million of term loans were borrowed from such $200 million of delayed draw commitments under the Senior Secured New Tranche B-3 Term Loan Facilities.
−Removed: On June 9, 2022, an additional $100 million of term loans were borrowed from the last remaining delayed draw commitments under the Senior Secured New Tranche B-3 Term Loan Facilities.
−Removed: On January 25, 2023, an additional $135 million of term loans were borrowed under the Senior Secured New Tranche B-4 Term Loan Facility.
−Removed: The Senior Secured New Tranche B-3 Term Loan Facilities and the Senior Secured New Tranche B-4 Term Loan Facility have substantially the same terms as the loans under the Senior Secured New Tranche B-3 Term Loan Facilities (after giving effect to the amendment providing for such additional loans) include funds managed or advised by certain affiliates of APSG Sponsor, L.P., a Cayman Islands exempted partnership (the "Sponsor") and affiliates of certain investors to those certain PIPE Subscription Agreements, dated as of December 2, 2021, pursuant to which the PIPE Investment was consummated.
−Removed: The Senior Secured Initial Term Loans mature, and all amounts outstanding thereunder will become due and payable in full, on August 13, 2025.
−Removed: Principal amounts outstanding under the Senior Secured Initial Term Loans are required to be repaid on a quarterly basis at an amortization rate of 1.00% per annum, with the balance due at maturity.
−Removed: The Senior Secured New Tranche B-3 Term Loan Facilities and the Senior Secured New Tranche B-4 Term Loan Facility mature, and all amounts outstanding thereunder will become due and payable in full, on December 16, 2026.
−Removed: Neither the Senior Secured New Tranche B-3 Term Loan Facilities nor the Senior Secured New Tranche B-4 Term Loan Facility have any scheduled amortization payments prior to maturity.
−Removed: At the option of the Borrower (upon prior written notice), amounts borrowed under one or more of the Senior Secured Term Loan Facilities (as selected by the Borrower) may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) any applicable prepayment premium required to be paid with respect to the Senior Secured New Tranche B-3 Term Loan Facilities and the Senior Secured New Tranche B-4 Term Loan Facility, as described below, and (y) customary breakage costs in connection with certain prepayments of loans ).
−Removed: Subject to certain exceptions set forth in the Senior Secured Credit Agreement, the Borrower is required to prepay loans under the Senior Secured Term Loan Facilities with (i) 50% (subject to leverage-based stepdowns) of annual excess cash flow (calculated in a manner set forth in the Senior Secured Credit Agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based stepdowns) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness.
−Removed: Any voluntary prepayment or debt incurrence mandatory prepayment event with respect to any loan under the Senior Secured New Tranche B-3 Term Loan Facilities or the Senior Secured New Tranche B-4 Term Loan Facility shall be subject to the following prepayment premium:
−Removed: (i) a make-whole amount with respect to any such prepayment prior to the 18-month anniversary of the initial borrowing date under the Senior Secured New Tranche B-4 Term Loan Facility equal to 2.25% of the principal amount of the loans under the Senior Secured New Tranche B-3 Term Loan Facilities or the Senior Secured New Tranche B-4 Term Loan Facility being prepaid plus the present value of the amount of interest that would have been paid on such loan for the period from the date of such prepayment through the end of such 18-month period, and (ii) 2.25% of the principal amount of the loans under the Senior Secured New Tranche B-3 Term Loan Facilities or the Senior Secured New Tranche B-4 Term Loan Facility being prepaid with respect to any such prepayment on or after the 18-month anniversary, but prior to the 30-month anniversary, of the initial borrowing date under the Senior
−Removed: Secured New Tranche B-4 Term Loan Facility.
−Removed: The applicable prepayment premium is also due upon acceleration of the Senior Secured New Tranche B-3 Term Loan Facilities or the Senior Secured New Tranche B-4 Term Loan Facility.
−Removed: As of December 31, 2023, an aggregate principal amount of $237 million of Senior Secured Initial Term Loans, $1,000 million of loans under the Senior Secured New Tranche B-3 Term Loan Facilities and $135 million of loans under the Senior Secured New Tranche B-4 Term Loan Facility were outstanding under the Senior Secured Credit Agreement, and there were no unutilized term loan commitments remaining outstanding under the Senior Secured Credit Agreement as of such date.
−Removed: Senior Secured Revolving Credit Facility
−Removed: The Senior Secured Revolving Credit Facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S.
+Added: GBTG and certain of our subsidiaries are party to an amended and restated credit agreement, which provides for a $1,400 million senior secured term loan facility and a $360 million senior secured revolving credit facility as of December 31, 2024.
+Added: The proceeds from this financing arrangement have been used to repay existing indebtedness and will continue to be used to reinforce our liquidity position and preserve financial flexibility.
+Added: The senior secured term loans will mature on July 26, 2031.
+Added: The revolving credit facility will terminate on July 26, 2029.
+Added: As of December 31, 2024, we had $360 million of availability under the revolving credit facility.
+Added: The following is a summary of the material terms of such amended and restated credit agreement and an amendment thereto as of the date of this Annual Report.
+Added: This summary is qualified in its entirety by reference to the complete text of the A&R Credit Agreement (as defined below) and the amendment thereto, all of which are included as exhibits to this Annual Report.
+Added: You are urged to read carefully the A&R Credit Agreement and the amendment thereto in their entirety.
+Added: Amended and Restated Senior Secured Credit Agreement
+Added: On July 26, 2024 (the “Refinancing Date”), GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the “Initial Borrower”) entered into an amended and restated senior secured credit agreement (the “A&R Credit Agreement”), by and among GBTG, the Initial Borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for a $1,400 million senior secured initial term loan facility (the “Initial Term Facility,” and the loans thereunder, the “Initial Term Loans”) and a $360 million senior secured revolving credit facility (the “Revolving Credit Facility,” and the loans thereunder, the “Revolving Loans”).
+Added: The Initial Term Loans were drawn in full on the Refinancing Date, and the proceeds thereof were used to repay in full the outstanding principal amount of all tranches of term loans outstanding, including accrued interest and other amounts payable, under our then existing senior secured credit agreement (the “Original Credit Agreement”).
+Added: The A&R Credit Agreement amended and restated the Original Credit Agreement in its entirety.
+Added: The repayment of term loans under the Original Credit Agreement resulted in a loss on early extinguishment of debt of $38 million.
+Added: GBTG incurred total costs of debt refinancing of $25 million, which has been capitalized as debt issuance cost and will be amortized to interest expense over the term of the Initial Term Facility and the Revolving Credit Facility, using the effective interest rate method.
+Added: On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No.
+Added: 1”) to the A&R Credit Agreement, with Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto.
+Added: The primary purpose of Amendment No.
+Added: 1 was to reprice the then outstanding Initial Term Loans.
+Added: The repriced Initial Term Facility is referred to hereafter as the “Repriced Term Facility,” and the loans thereunder, the “Repriced Term Loans”.
+Added: Credit Facilities
+Added: The Repriced Term Loans mature, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2031.
+Added: Principal amounts outstanding under the Repriced Term Loans are required to be repaid on a quarterly basis at an amortization rate of 1.00% per annum, commencing in March 2025, with the balance due at maturity.
+Added: At the option of the Initial Borrower, amounts borrowed under the Repriced Term Facility may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1.00% of the principal amount of the Repriced Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 and (y) customary breakage costs in connection with certain prepayments of loans).
+Added: Further, subject to certain exceptions set forth in the A&R Credit Agreement, the Initial Borrower is required to prepay loans under the Repriced Term Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the A&R Credit Agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights and (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness.
+Added: As of December 31, 2024, an aggregate principal amount of $1,400 million of Initial Term Loans were outstanding under the A&R Credit Agreement, and there were no unutilized term loan commitments remaining outstanding under the A&R Credit Agreement as of such date.
+Added: The Revolving Credit Facility has (i) a $150 million sublimit for extensions of credit denominated in certain currencies other than U.S.
dollars, (ii) a $50 million sublimit for letters of credit, and (iii) a $50 million sublimit for swingline borrowings.
−Removed: Extensions of credit under the Senior Secured Revolving Credit Facility are generally subject to customary borrowing conditions.
−Removed: The proceeds from borrowings under the Senior Secured Revolving Credit Facility may be used for working capital and other general corporate purposes.
−Removed: The January 2023 amendment to the Senior Secured Credit Agreement, among other things, suspended the testing of our leverage-based financial covenant through July 1, 2024.
−Removed: However, we elected to demonstrate compliance on an earlier date in connection with the delivery of the required financial statements for the period ended September 30, 2023.
−Removed: As a result, testing of the covenant is no longer suspended and the additional borrowing conditions imposed by the January 23, 2023 amendment, including minimum and maximum liquidity requirements and prohibitions on certain restricted payments and debt incurrence, no longer apply.
−Removed: The Senior Secured Revolving Credit Facility matures, and all amounts outstanding thereunder will become due and payable in full, on September 16, 2026, subject to a springing maturity provision.
−Removed: The Senior Secured Revolving Credit Facility will automatically terminate on May 14, 2025 if the Senior Secured Initial Term Loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025.
−Removed: At the option of the Borrower (upon prior written notice), amounts borrowed under the Senior Secured Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty.
−Removed: As of December 31, 2023, we had utilized $7 million for letters of credit and had the balance of $43 million that remained undrawn under the Senior Secured Revolving Credit Facility.
−Removed: GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the Senior Secured Credit Agreement and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions).
−Removed: Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the consolidated total assets of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties;
−Removed: provided that such coverage test shall instead be calculated based on 70% of Consolidated EBITDA (as defined in the Senior Secured Credit Agreement, the calculation of which differs from our calculation of Adjusted EBITDA included elsewhere in this Annual Report) of the Loan Parties and their subsidiaries for the four prior fiscal quarters, commencing with the first quarterly test date after January 2021 on which Consolidated EBITDA of the Loan Parties and their subsidiaries exceeds $100 million.
+Added: Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions.
+Added: The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes.
+Added: The Revolving Credit Facility matures, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2029.
+Added: At the option of the Initial Borrower, amounts borrowed under the Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage costs in connection with certain prepayments of loans).
+Added: GBTG and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Initial Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the A&R Credit Agreement and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions).
+Added: Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of Consolidated EBITDA (as defined in the A&R Credit Agreement) of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties for the four prior fiscal quarters.
Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties.
−Removed: The Borrower may (but is not required to) join GBT JerseyCo and GBTG as additional guarantors under the Senior Secured Credit Agreement, subject to satisfying the requirements set forth therein.
Interest and Certain Fees
−Removed: Loans outstanding under the Senior Secured Credit Agreement accrue interest at a variable interest rate based on either (i) the London Interbank Offered Rate ("LIBOR"), to the extent ascertainable (including on a synthetic basis) in accordance with the Senior Secured Credit Agreement, (ii) the Secured Overnight Financing Rate ("SOFR"), as adjusted, or (iii) the “base rate” (as defined in the Senior Secured Credit Agreement), plus an applicable margin (with an adjusted SOFR floor of 1.00% for loans under the Senior Secured New Tranche B-3 Term Loan Facilities, the Senior Secured New Tranche B-4 Term Loan Facility and the Senior Secured Revolving Credit Facility, and a 0.00% LIBOR floor for the Senior Secured Initial Term Loans).
−Removed: The Senior Secured Initial Term Loans have an applicable margin of 2.50% per annum for LIBOR loans and 1.50% per annum for base rate loans.
−Removed: For any period for which accrued interest is paid in cash, the applicable margin for loans under the Senior Secured New Tranche B-3 Term Loan Facilities and the Senior Secured New Tranche B-4 Term Loan Facility is initially 6.75% per annum for SOFR loans and 5.75% per annum for base rate loans
−Removed: and, commencing with the test period ended September 30, 2023, varies with the total leverage ratio (calculated in a manner set forth in the Senior Secured Credit Agreement), ranging from 5.25% to 6.75% per annum for SOFR loans and 4.25% to 5.75% per annum for base rate loans.
−Removed: Until December 16, 2023, the Borrower had the option to pay accrued interest on loans under the Senior Secured New Tranche B-3 Term Loan Facilities and the Senior Secured New Tranche B-4 Term Loan Facility at a rate equal to (i) adjusted SOFR (with a 1.00% SOFR floor) plus 4.00% per annum with respect to the portion required to be paid in cash plus (ii) 4.00% per annum with respect to the portion paid in kind by adding such interest to the principal amount of the loans.
−Removed: Loans outstanding under the Senior Secured Revolving Credit Facility have an initial applicable margin of 6.25% per annum for SOFR loans and 5.25% per annum for base rate loans and, commencing with the test period ending September 30, 2023, will vary with the total leverage ratio (calculated in a manner set forth in the Senior Secured Credit Agreement), ranging from 4.75% to 6.25% per annum for SOFR loans and 3.75% to 5.25% per annum for base rate loans.
−Removed: If any amount owing under the Senior Secured Credit Agreement is not paid when due, then such overdue amount would thereafter bear interest at a rate that is 2.00% per annum in excess of the interest rate otherwise payable thereon.
−Removed: Interest on the loans outstanding under the Senior Secured Credit Agreement is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period).
−Removed: As of December 31, 2023, the applicable interest rate in effect was (i) 8.11% for the Senior Secured Initial Term Loans and (ii) 11.48% for loans under the Senior Secured New Tranche B-3 Term Loan Facility and the Senior Secured New Tranche B-4 Term Loan Facility.
−Removed: The Borrower paid $15 million of upfront fees for the commitments of the lenders under the Senior Secured New Tranche B-3 Term Loan Facilities.
−Removed: The Borrower was required to pay a fee of 3.00% per annum on the actual daily unused delayed draw commitments under the Senior Secured New Tranche B-3 Term Loan Facilities.
−Removed: The Borrower paid approximately $3.78 million of upfront fees for the commitments of the lenders under the Senior Secured New Tranche B-4 Term Loan Facility.
−Removed: The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the Senior Secured Revolving Credit Facility, payable quarterly in arrears.
−Removed: The Borrower is also obligated to pay other customary fees described in the Senior Secured Credit Agreement.
−Removed: The Senior Secured Credit Agreement contains various affirmative and negative covenants, including certain financial covenants (see below) and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to:
+Added: The Repriced Term Loans and the Revolving Loans (collectively, the “Loans”) bear interest based on the Secured Overnight Financing Rate (“SOFR”) (or an alternative reference rate for amounts denominated in a currency other than U.S.
+Added: dollars) or, at the Initial Borrower’s option, in the case of amounts denominated in U.S.
+Added: dollars, the Base Rate (as defined in the A&R Credit Agreement), plus, as applicable, a margin of (i) after giving effect to Amendment No.
+Added: 1, in the case of the Repriced Term Loans, 2.50% per annum for SOFR-based loans (or 1.50% per annum for Base Rate-based loans) and (ii) in the case of the Revolving Loans, 2.75% per annum for SOFR-based loans (or 1.75% per annum for Base Rate-based loans).
+Added: The SOFR floor is 0.00% for Loans under the A&R Credit Agreement.
+Added: Prior to the effectiveness of Amendment No.
+Added: 1, the applicable margin, in the case of the Initial Term Loans, was 3.00% per annum for SOFR-based loans (or 2.00% per annum for Base Rate-based loans).
+Added: The Initial Borrower is required to pay, quarterly, in arrears, a fee based on the average daily unused commitments under the Revolving Credit Facility of 0.25% per annum.
+Added: The fee was originally 0.375% per annum but stepped-down to 0.25% per annum on February 28, 2025 upon the upgrade by Standard & Poor’s Rating Service of the Initial Borrower’s debt rating from ‘B+’ to ‘BB-’.
+Added: The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the A&R Credit Agreement.
+Added: The A&R Credit Agreement contains various affirmative and negative covenants, including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to:
(i) incur indebtedness or issue preferred stock;
2 unchanged sentences
(iv) dispose of all or any part of their assets;
−Removed: (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any equity interests of any direct or indirect parent company or subsidiary of any Loan Party;
+Added: (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any subsidiary of any Loan Party;
(vi) make investments, loans or advances;
−Removed: (vii) enter into transactions with affiliates and certain other permitted holders;
+Added: (vii) enter into transactions with affiliates;
(viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness;
−Removed: (ix) make certain changes to a Loan Party’s entity classification for U.S.
−Removed: federal income tax purposes or certain intercompany transfers of a Loan Party’s assets if, as a result thereof, an entity would cease to be a Loan Party due to adverse tax consequences;
−Removed: (x) enter into swap contracts;
−Removed: and (xi) enter into certain burdensome agreements.
−Removed: The Senior Secured Credit Agreement requires that an aggregate amount of Liquidity, as defined in the Senior Secured Credit Agreement, equal to at least $200 million be maintained as of the end of each calendar month.
−Removed: Liquidity is calculated as the aggregate amount of unrestricted cash and cash equivalents of the Loan Parties and their subsidiaries plus, under certain circumstances, the unused amount available to be drawn under the Senior Secured Revolving Credit Facility.
−Removed: The Senior Secured Credit Agreement also contains an additional financial covenant applicable solely to the Senior Secured Revolving Credit Facility that requires the first lien net leverage ratio to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the Senior Secured Revolving Credit Facility exceeds 35% of the aggregate principal amount of the Senior Secured Revolving Credit Facility.
−Removed: The Senior Secured Credit Agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the Senior Secured Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event.
−Removed: The first lien net leverage ratio is calculated as the ratio of (i) the aggregate principal amount of funded indebtedness and capital lease obligations of the Loan Parties and their subsidiaries that are secured by liens that rank pari passu with or senior in priority to the liens securing the obligations under the Senior Secured Credit Agreement, minus the aggregate amount of unrestricted cash and cash equivalents included in the consolidated balance sheet of the Loan Parties and their subsidiaries, as of the relevant test date, to (ii) Consolidated EBITDA (as defined in the Senior Secured Credit Agreement, the calculation of which differs from our calculation of Adjusted EBITDA included elsewhere in this Annual Report and may differ from the calculation of Consolidated EBITDA for other purposes under the Senior Secured Credit Agreement) of the Loan Parties and their subsidiaries for the four prior fiscal quarters.
+Added: and (ix) enter into certain burdensome agreements.
+Added: The A&R Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the First Lien Net Leverage Ratio (as defined under the A&R Credit Agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the Revolving Credit Facility exceeds 35% of the aggregate principal amount of the Revolving Credit Facility (subject to a $10 million exclusion for utilization of the letter of credit sublimit).
+Added: The A&R Credit Agreement provides that
+Added: such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the A&R Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event.
Such financial covenant did not apply for the year ended December 31, 2024.
−Removed: The Loan Parties and their subsidiaries were in compliance with all applicable covenants under the Senior Secured Credit Agreement as of December 31, 2023.
+Added: As of December 31, 2024, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the A&R Credit Agreement.
Events of Default
−Removed: The Senior Secured Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the Senior Secured Credit Agreement or other enforcement actions customary for facilities of this type.
+Added: The A&R Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the A&R Credit Agreement or other enforcement actions customary for facilities of this type.
Defaults include, but are not limited to, the following:
−Removed: • non-payment of principal, interest or other amounts when due under the Senior Secured Credit Agreement;
+Added: • non-payment of principal, interest or other amounts when due under the A&R Credit Agreement;
• materially incorrect representations or warranties;
7 unchanged sentences
employee benefit plans and pension plans;
−Removed: • the occurrence of one or more change in control events, which are limited to the following events from and after the Closing (as further described in the Senior Secured Credit Agreement):
−Removed: • any person or group (other than any combination of the Sponsor, American Express, Juweel, QIA, BlackRock, Inc, Certares, certain of their respective affiliates and/or certain other permitted holders) shall have acquired direct or indirect beneficial ownership of more than 50% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of the Loan Party that is the direct or indirect party of all the other Loan Parties;
+Added: • the occurrence of one or more change in control events, which are limited to the following events from and after the Closing (as further described in the A&R Credit Agreement):
+Added: • any person or group shall have acquired direct or indirect beneficial ownership of more than 50% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of GBTG;
• a majority of the seats (other than vacant seats) on the board of directors of GBTG ("Board") shall be occupied by persons who were not nominated, appointed or approved for election by the Board;
−Removed: • 100% of the equity interests in the Borrower shall cease to be owned and controlled, directly or indirectly, by the Loan Party that is the direct or indirect parent of all the other Loan Parties.
+Added: • 100% of the equity interests in the Initial Borrower, any other Borrower (as defined in the A&R Credit Agreement) or any Intermediate Holding Company (as defined in the A&R Credit Agreement) shall cease to be owned and controlled, directly or indirectly, by GBTG.
+Added: Original Credit Agreement
+Added: As described above, in connection with the effectiveness of the A&R Credit Agreement, GBTG repaid in full the outstanding principal amounts under the Original Credit Agreement.
+Added: Under the Original Credit Agreement, the initial term loans accrued interest at an interest rate based on the synthetic London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 2.50% per annum.
+Added: The tranche B-3 and B-4 term loans accrued interest at a variable interest rate based on SOFR plus 0.10% ("Adjusted SOFR") plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the revolving credit facility accrued interest at a variable interest rate based on Adjusted SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum.
+Added: A 0.00% floor on LIBOR applied to the initial term loans and a 1.00% floor on Adjusted SOFR applied to the tranche B-3 and tranche B-4 term loans and borrowings under the revolving credit facility.
+Added: Improvement in GBTG's leverage ratio, computed in a manner as provided in the Original Credit Agreement, resulted in a decrease in its interest rate margins during 2024.
+Added: Further, under the Original Credit Agreement, GBTG was required to pay quarterly in arrears a fee of 0.375% per annum on the average daily unused commitments under the revolving credit facility.
+Added: Interest on the loans under the Original Credit Agreement was payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period).
Sales and Marketing
−Removed: Our travel management solutions are procured by business clients who choose one or more TMCs to manage their organizations’ travel program.
−Removed: Our Global Customer Partnerships team is focused on developing relationships with, and engaging with, new prospects.
+Added: Our travel and expense solutions are procured by business clients who choose one or more TMCs to manage their organizations’ travel program.
+Added: Our Global Customer Partnerships team is focused on developing relationships and engaging with new prospects.
They also manage day-to-day relationships with our existing client base, including sales and marketing of our products, services and solutions to our existing clients.
1 unchanged sentence
Our dedicated Global Business Partnerships team works closely with our travel suppliers to promote our solutions to travel suppliers and negotiate proprietary content that delivers value and benefits to our clients.
−Removed: Our GBT Partner Solutions business is grown by a dedicated sales team that develops relationships and negotiate partnerships with prospective TMCs and independent agents that could benefit from our platform and/or prospective service delivery partners who could become part of our TPN.
−Removed: We receive marketing funds from certain travel suppliers for use in promotion, product and brand development programs, including national and/or regional marketing, advertising, public relations, social media, research and sales promotion campaigns.
+Added: Our GBT Partner Solutions business is grown by a dedicated sales team that develops relationships and negotiates partnerships with prospective TMCs and independent agents that could benefit from our platform and/or prospective service delivery partners who could become part of our TPN or EGA.
+Added: As a growing global business, we invest heavily in marketing, promotion and brand development linked to our global value proposition.
+Added: This includes funds from certain travel suppliers.
+Added: The Amex GBT global marketing activity broadly focuses on large scale digital marketing, above-the-line channels, advertising, social media, public relations and sales promotions.
+Added: This ensures the current and future growth of Amex GBT as a credible software and service company and allows us to compete alongside our large global network of competitors in travel and technology.
The travel industry, and the business travel services industry, are highly competitive.
3 unchanged sentences
We compete, to a lesser extent, with credit card loyalty programs, online travel search and price comparison services, facilitators of alternative accommodations, such as short-term home or condominium rentals, and social media and e-commerce websites.
−Removed: In the future, we may also face increased competition including through the emergence of new competitors or business models.
−Removed: Some of our competitors may have access to more financial resources, greater name recognition and well-established client bases in their target client segments, differentiated business models, technology and other capabilities, or a differentiated geographic coverage, which may make it difficult for us and our Network Partners to retain or attract new clients.
−Removed: Nevertheless, we believe we are distinguished from our competitors by:
+Added: We believe we are distinguished from our competitors by:
• our ability to provide services tailored to the specific needs of business clients and travelers effectively and efficiently when compared to B2C-focused travel service providers;
−Removed: • our portfolio of solutions that target some of the most attractive segments in business travel, solutions tailored to solve the needs of these segments, our platform that delivers differentiated value and experiences to clients and travelers and our track record of consistent delivery of excellent service and value when compared to other B2B-focused travel service providers.
+Added: • our portfolio of solutions that target some of the most attractive segments in business travel, solutions tailored to solve the needs of these segments, our platform that delivers differentiated value and experiences to clients and travelers through consistent delivery of excellent service and value when compared to other B2B-focused travel service providers.
Intellectual Property
1 unchanged sentence
We have acquired some of our intellectual property rights and proprietary information through acquisitions, as well as licenses and content agreements with third parties.
−Removed: We protect our intellectual property and proprietary information through registrations, confidentiality procedures and contractual provisions, in addition to international, national, state and common law intellectual property rights.
+Added: We protect our intellectual property and proprietary information
+Added: through registrations, confidentiality procedures and contractual provisions, in addition to international, national, state and common law intellectual property rights.
We depend on the use of sophisticated information technologies and systems, including, but not limited to, the following:
• third-party reservation systems from all the major GDS providers;
−Removed: • third-party and company-owned online booking portals for air, hotel, car, cruise, activities, insurance etc.;
+Added: • company-owned and third-party online booking portals for air, hotel, car, cruise, activities, insurance etc.;
• third-party and company-owned technology that facilitates the marketing of supplier sponsored advertisements and promotions;
• marketing platforms to attract and acquire quality leads from the internet;
−Removed: • third-party and proprietary systems for providing customer service, accepting and processing payments, detecting fraud, etc.;
+Added: • proprietary and third-party systems for providing customer service, accepting and processing payments, detecting fraud, etc.;
• business intelligence tools to deliver insights and reporting for our business travelers;
7 unchanged sentences
Employees and Human Capital Resources
−Removed: As of December 31, 2023, we had approximately 19,000 employees worldwide with a proprietary presence or operations in 31 countries.
−Removed: While our employees in many European, Asia Pacific and Latin American countries are legally required to be represented by works councils and/or trade unions, our employees in North America are not represented by any labor organization and are not party to any collective bargaining arrangement.
+Added: As of December 31, 2024, we had over 18,000 employees worldwide with a proprietary presence or operations in 31 countries While our employees in many European countries and some Asia Pacific and Latin American countries are legally required to be represented by works councils and/or trade unions, our employees in North America are not represented by any labor organization and are not party to any collective bargaining arrangement.
We have not experienced any work stoppages and we consider our relationship with our employees to be mutually respectful.
We are committed to rewarding and supporting our employees to enable us to attract and retain top talent globally.
−Removed: Our total compensation package includes competitive base pay (with variable pay programs to reward outstanding performance), bonus programs, long-term incentive programs, benefits programs, retirement savings options and matching contributions, paid time off for sick and vacation, a global employee stock purchase plan and protected leave time for medical and family care, of which both medical and bonding leaves are paid.
+Added: Our total compensation package includes competitive base pay (with variable pay programs to reward outstanding performance), bonus programs, long-term incentive programs, benefits programs, retirement savings options and matching contributions, paid time off for sick, vacation and volunteer work, a global employee stock purchase plan and protected leave time for medical and family care, of which both medical and bonding leaves are paid.
As part of our continuous effort to cultivate a better workplace, we conduct global engagement surveys annually.
1 unchanged sentence
Through a series of pulse surveys, we aim to understand and respond to the needs of our employees in real time.
−Removed: These pulse surveys focused on topics such as our employees’ continued effectiveness in a remote environment, continued client focus, employee health and well-being and social equity.
+Added: These pulse surveys focused on topics such as client focus and employee health and well-being.
In the most recent pulse survey performed in November 2024, we achieved an 84% participation rate.
2 unchanged sentences
We believe that the development and engagement of our employees is key to our sustainability and growth.
−Removed: We aim to ensure that our hiring and promotional processes are both transparent and equitable.
+Added: We aim to ensure that our hiring and promotional processes are both transparent and inclusive.
We also provide a range of continuing education programs to our employees to promote their skill and professional development.
3 unchanged sentences
Our employees have access to voluntary wellness programs, tools and resources.
−Removed: In 2020, we expanded our global flexible work program, Better Balance, to make alternative work arrangements available to our employees to suit their needs.
−Removed: This program continues to be in effect.
+Added: Our global flexible work program, Better Balance, makes alternative work arrangements available to our employees to suit their needs.
A key component of our corporate culture is our commitment to creating a globally inclusive workplace.
−Removed: As of December 31, 2023, 68% of the global employee headcount was female and, in the United States, 35% of our employees self-identified as part of a minority group.
−Removed: We seek to continuously improve diverse representation in our workforce.
−Removed: Our global Diversity, Equity and Inclusion Center of Excellence was established to improve colleague awareness, reduce unconscious bias in the workplace and help drive diversity, equity and inclusion across GBT.
−Removed: We now have seven active inclusion groups which are open to all employees.
+Added: We strive to create an environment where people feel a sense of inclusion and belonging – for our colleagues, customers, and the communities where we do business.
+Added: We offer colleague resources group, also known as INclusion Groups or INGroups.
+Added: Our 10 INGroups, which all employees are welcome to join, are a big part of our culture and a place where people with similar interests, backgrounds, and experiences come together, support one another and make a difference.
We remain committed to ensuring that all employees can continuously grow and develop with us.
−Removed: We lease our corporate headquarters in London, United Kingdom pursuant to a lease that expires on April 1, 2025.
+Added: We lease our corporate headquarters in London, United Kingdom pursuant to a lease that expires in July 2034.
We believe that our headquarters space is adequate for our needs and that we should be able to renew our lease or secure a similar property without an adverse impact on our operations.
26 unchanged sentences
In order to remain eligible for financial holding company status, bank holding companies must meet certain eligibility requirements.
−Removed: If a bank holding company fails meet to these requirements, the bank holding company and any entities that are deemed “controlled” by the bank holding company for BHC Act purposes could be barred from making certain types of
−Removed: acquisitions or investments in reliance on such financial holding company status, and ultimately such entities could be required to discontinue certain activities permitted for financial holding companies.
+Added: If a bank holding company fails meet to these requirements, the bank holding company and any entities that are deemed “controlled” by the bank holding company for BHC Act purposes could be barred from making certain types of acquisitions or investments in reliance on such financial holding company status, and ultimately such entities could be required to discontinue certain activities permitted for financial holding companies.
Acquisitions and Investments
12 unchanged sentences
The GDPR includes, among other things, a requirement for prompt notice of data breaches, in certain circumstances, to affected individuals and supervisory authorities.
−Removed: The UK-only adaptation of GDPR, which became effective in January 2021 ("UK GDPR"), mirrors the compliance requirements and fine structure of the GDPR.
−Removed: We adopted Binding Corporate Rules which govern inter-company international data transfers that are intended to achieve compliance with such data transfer rules by the Dutch Data Protection Authority in January 2024 and are currently implementing them as we transition away from American Express's Binding Corporate Rules instance.
+Added: The UK-only adaptation of GDPR ("UK GDPR"), mirrors the compliance requirements and fine structure of the GDPR.
+Added: We adopted controller based Binding Corporate Rules which govern inter-company international data transfers that are intended to achieve compliance with such data transfer rules by the Dutch Data Protection Authority in January 2024, along with the adoption of the UK controller based Binding Corporate Rules granted by the UK's ICO in 2024, with the transition away from American Express's Binding Corporate Rules instance now
The Binding Corporate Rules continue to be a compliant means of international transfers of data following the Schrems II ruling in 2021.
13 unchanged sentences
Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC.
−Removed: We maintain a global sanctions program designed to ensure
−Removed: compliance with OFAC requirements.
+Added: We maintain a global sanctions program designed to ensure compliance with OFAC requirements.
Failure to comply with such requirements could subject us to serious legal and reputational consequences, including criminal penalties.
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.