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Item 9A. Controls and Procedures

2025-03-07 compared with 2024-03-13 · 518 added, 683 removed, 1435 unchanged (46% of the section changed)

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As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report.

Based on such evaluation, management has concluded that as of such date, our disclosure controls and procedures were not effective, due to a material weakness in internal control over financial reporting described below.

Due to the material weakness described below, management completed additional procedures prior to filing this Annual Report.

Based on these procedures, management believes that our consolidated financial statements included in this Annual Report have been prepared in accordance with U.S.

generally accepted accounting principles.

Our principal executive officer and principal financial officer have certified that, based on such officers' knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this Annual Report.

Based on such evaluation, management has concluded that as of such date, the previously reported material weakness has been remediated and our disclosure controls and procedures were effective.

Management’s Report on Internal Control over Financial Reporting

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Under the supervision and with the participation of our principal executive officer and principal financial officer, the Company's management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that, due to the material weakness identified with respect to the Egencia business (as described below), as of December 31, 2023, the Company’s internal control over financial reporting was not effective.

Based on this evaluation, management has concluded that as of December 31, 2024, the Company’s internal control over financial reporting was effective.

Management has reviewed its assessment with the Audit Committee.

The Company's independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report, issued an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

The Company's independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report, issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

KPMG LLP’s report is included elsewhere in this Annual Report.

A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The Company has identified deficiencies in its internal control over financial reporting related to the Egencia business, which we acquired on November 1, 2021.

Certain revenue and procurement processes and procedures of the Egencia business, which was owned by Expedia prior to our acquisition, are still being carried out by Expedia under the transition services agreement.

The Company has lack of oversight of these outsourced revenue and procurement processes and related controls, including general information technology ("IT") controls and IT application controls, that are used in

the preparation of Egencia’s financial results.

As a result, management has concluded the lack of oversight of such outsourced processes and controls is a material weakness as of December 31, 2023.

Remediation Efforts to Address Material Weakness

Our material weakness is related to the processes of recording of client revenue and payment of certain vendors of Egencia business that approximate 4% of our consolidated revenue and expenses for the year ended December 31, 2023 and Egencia client receivables approximate 5% of our consolidated assets as of December 31, 2023.

We are currently working to remediate the material weakness, including assessing the need for additional remediation steps and implementing additional measures to remediate the underlying causes that gave rise to the material weakness.

We expect to achieve remediation through the integration of key applications and processes for the Egencia business into the Company’s legacy control environment.

The integration of the Egencia key applications and processes into the Company’s existing applications and processes has commenced and is expected to be completed in 2024 at which point the Company will no longer be reliant on the outsourced processes and controls.

Therefore, the material weakness will not be considered remediated until the integration is complete and applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Remediation of Previously Reported Material Weakness

As previously reported in our Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent Form 10-Q reports for the periods ending March 31, June 30 and September 30, 2024, we previously identified a material weakness in our internal control over financial reporting, related to the Egencia business, which we acquired on November 1, 2021.

Certain revenue and procurement processes and procedures of the Egencia business, which was owned by Expedia prior to our acquisition, were still being carried out by Expedia under the transition services agreement.

The Company had a lack of oversight of these outsourced revenue and procurement processes and related controls, including general information technology ("IT") controls and IT application controls, that are used in the preparation of Egencia’s financial results.

During the fiscal year ended December 31, 2024, we assessed the need for additional remediation steps and implemented additional measures to remediate the underlying causes that gave rise to the material weakness.

Management has concluded that the actions taken to strengthen our internal control over financial reporting remediated the previously identified material weakness as of December 31, 2024.

Changes in Internal Control over Financial Reporting

Other than with respect to the remediation efforts on certain of Egencia's client revenue process and payment of vendor process, including related general IT controls and IT application controls, there were no changes to our internal control over financial reporting that occurred during the three-month period ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the remediation activities related to the previously reported material weakness in respect to Egencia's client revenue process and payment of vendor process, including related general IT controls and IT application controls, there were no changes to our internal control over financial reporting that occurred during the three-month period ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitation on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud due to inherent limitations of internal control.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud due to inherent limitations of internal control.

Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

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Insider Trading Arrangements

During the three months ended December 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspection

During the three months ended December 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408(a) of Regulation S-K).

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

Information relating to our directors, executive officers and corporate governance will be included under the heading, “Proposal 1 – Election of Directors,” “Principal Stockholders—Delinquent Section 16(a) Reports” and “Information about our Executive Officers” in the proxy statement for the 2024 annual meeting of GBTG’s stockholders (the “2024 Proxy Statement”), which is expected to be filed within 120 days of our fiscal year ended December 31, 2023, and is incorporated herein by reference.

Information relating to our directors, executive officers and corporate governance will be included under the heading, “Proposal 1 – Election of Directors,” “Principal Stockholders—Delinquent Section 16(a) Reports”, if applicable, and “Information about our Executive Officers” in the proxy statement for the 2025 annual meeting of GBTG’s stockholders (the “2025 Proxy Statement”), which is expected to be filed within 120 days of our fiscal year ended December 31, 2024, and is incorporated herein by reference.

We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us.

It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

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Exhibit and Financial Statement Schedules

(a) The following documents are filed as part of this Annual Report:

The following documents are filed as part of this Annual Report:

(1) Financial Statements:

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Reference is made to Schedule II—Valuation and Qualifying Accounts on Page F- 58 hereof.

All other financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the consolidated financial statements and notes thereto beginning on Page F-1 hereof.

All other schedules are omitted because the required information is either not applicable, not material or presented in the consolidated financial statements and notes thereto beginning on Page F-1 hereof.

(3) Exhibits:

The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report.

2.1 Business Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Reg.

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and GBT JerseyCo Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K , filed with the SEC on July 10, 2023 ) .

Agreement and Plan of Merger, dated March 24, 2024, by and among Global Business Travel Group, Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 25, 2024).

Amendment No.

1 to Agreement and Plan of Merger, dated as of January 17, 2025, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on January 17, 2025).

3.1 Certificate of Incorporation of Global Business Travel Group, Inc.

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333-265748), filed with the SEC on June 21, 2022).

4.1* Description of Securities.

4.1 Description of Registrant's Securities Registered P ur suant to Section 12 of the Securities Exc h ange Act of 1934, as Amended , dated as of March 14, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 10- K , filed with the SEC on Ma rch 14, 2024 ).

10.1 Form of PubCo Subscribed Ordinary Shares Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 (Reg.

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333-261820), filed with the SEC on December 21, 2021).

10.5 Form of Exchange Agreement, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited and equityholders of GBT JerseyCo Limited (incorporated by reference to Exhibit 10.7 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Letter Agreement (Exchange Agreement), dated November 9, 2022, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit (d)(10) of the Company’s Tender Offer Statement on Schedule TO-I, filed with the SEC on December 13, 2022).

Amendment and Waiver, dated as of July 10, 2023, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K), filed with the SEC on July 10, 2023.

Form of Shareholders Agreement by and among by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit 10.4 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Letter Agreement (Shareholders Agreement), dated November 17, 2022, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit (d)(12) of the Company’s Tender Offer Statement on Schedule TO-I, filed with the SEC on December 13, 2022).

Letter Agreement (Shareholders Agreement), dated as of July 10, 2023, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express Travel Holdings Netherlands Coöperatief U.A., Juweel Investors (SPC) Limited and EG Corporate Travel Holdings LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K), filed with the SEC on July 10, 2023.

Credit Agreement, dated as of August 13, 2018, by and among GBT Group Services B.V., as borrower, GBT III B.V., as a loan party, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and L/C issuers from time to time party thereto (incorporated by reference to Exhibit 10.12 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Amendment, Consent and Waiver Agreement, dated as of December 5, 2019, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Joinder Agreement, dated as of December 9, 2019, among GBT Group Services B.V., as borrower, GBT III B.V., as a loan party, GBT UK TopCo Limited, as the joining loan party, and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Incremental Agreement and Reaffirmation, dated as of September 4, 2020, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Amendment Agreement, dated as of September 4, 2020, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.16 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Amendment, Incremental Agreement and Reaffirmation, dated as of January 20, 2021, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Refinancing Amendment No.

1, dated as of December 2, 2021, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Amendment, Incremental Agreement and Reaffirmation, dated as of December 2, 2021, among GBT Group Services B.V., as borrower, its affiliates party thereto as guarantors, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4 (Reg.

333-261820), filed with the SEC on December 21, 2021).

Amendment, Incremental Agreement and Reaffirmation, dated as of January 25, 2023, among GBT Group Services B.V., as the borrower, the other loan parties and lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 25, 2023).

Amended and Restated Shareholders Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel L.P.

and Juweel Investors (SPC) Limited incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2024.

Letter Agreement , dated as of January 11, 2024 , by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, I nc., EG Corporate Travel Holdings LLC , , QH Travel L.P.

, Juweel Inve stors (SPC) Limited and the Specified Juweel Investors (as defined therein) LLC ( incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K , filed with the SEC on January 12, 2024 .

10.6 Amended and Restated Credit Agreement, dated as of July 26, 2024, by and among Global Business Travel Group, Inc., GBT US III LLC, the lenders and letter of credit issuers party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024).

10.7 Sponsor Side Letter, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital, APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 (Reg.

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Annual Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 27, 2022).

Form of Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc.

F o r m o f Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc.

and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited, GBT US LLC, GBT III B.V.

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10.14.1^†

Form of First Amendment to Global Commercial Services Operating Agreement, by and between American Express Travel Related Services Company, Inc., GBT III B.V.

F o r m o f First Amendment to Global Commercial Services Operating Agreement, by and between American Express Travel Related Services Company, Inc., GBT III B.V.

and GBT Travel Services UK Limited (incorporated by reference to Exhibit 10.28.1 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on April 18, 2022).

Travel & Lifestyle Services Operating Agreement, dated as of June 30, 2014, by and between American Express Travel Related Services Company, Inc.

and GBT Travel Services UK Limited (as assignee of GBT III B.V.), as amended (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

10.16.1^

First Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of January 1, 2015, by and between American Express Travel Related Services Company, Inc.

and GBT III B.V.

(incorporated by reference to Exhibit 10.29.1 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

Second Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of December 31, 2018, by and between American Express Travel Related Services Company, Inc.

and GBT III B.V.

(incorporated by reference to Exhibit 10.29.2 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

Third Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of March 29, 2019, by and between American Express Travel Related Services Company, Inc.

and GBT III B.V.

(incorporated by reference to Exhibit 10.29.3 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

Fourth Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of April 29, 2019, by and between American Express Travel Related Services Company, Inc.

and GBT III B.V.

(incorporated by reference to Exhibit 10.29.4 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

10.16.5^†

Fifth Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of January 1, 2020, by and between American Express Travel Related Services Company, Inc.

and GBT III B.V.

(incorporated by reference to Exhibit 10.29.5 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

10.16.6^†

Sixth Amendment to the Travel & Lifestyle Services Operating Agreement, dated as of March 21, 2020, by and between American Express Travel Related Services Company, Inc.

and GBT III B.V.

(incorporated by reference to Exhibit 10.29.6 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

10.16.7^†

Form of Seventh Amendment to Travel & Lifestyle Services Operating Agreement, dated as of May 27, 2022, by and between American Express Travel Related Services Company, Inc.

and GBT Travel Services UK Limited (as assignee of GBT III B.V.) (incorporated by reference to Exhibit 10.29.7 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820), filed with the SEC on April 18, 2022).

Employment Contract, dated November 26, 2019, by and between GBT Travel Services UK Limited and Andrew Crawley (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-4 (Reg.

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2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022).

GBT JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan, effective as of November 5, 2021 (incorporated by reference to Exhibit 10.37 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on March 22, 2022).

Form of Award Agreement (United Kingdom) under the GBT JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan (incorporated by reference to Exhibit 10.38 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on March 22, 2022).

Form of Award Agreement (United States) under the GBT JerseyCo Limited 2021 Executive Long-Term Cash Incentive Award Plan (incorporated by reference to Exhibit 10.39 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on March 22, 2022).

GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan, effective as of November 5, 2020 (incorporated by reference to Exhibit 10.40 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on March 22, 2022).

Form of Award Agreement (United Kingdom) under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan (incorporated by reference to Exhibit 10.41 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on March 22, 2022).

Form of Award Agreement (United States) under the GBT JerseyCo Limited 2020 Executive Long-Term Cash Incentive Award Plan (incorporated by reference to Exhibit 10.42 of the Company’s Registration Statement on Form S-4/A (Reg.

333-261820) filed with the SEC on March 22, 2022).

10.24 Put Option Letter, dated as of May 4, 2021, among GBT JerseyCo Limited, Expedia, Inc.

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2022 Equity Incentive Plan (incorporated by reference to Exhibit (a)(1)(L) of the Company’s Tender Offer Statement on Schedule TO-I, filed with the SEC on December 13, 2022).

Severance Protection A greement, dated November 29, 2021, by and between GBT US LLC and E ric J.

Bock (incorporated by reference to Exhibit 10.5 of the Compa ny's Q uarterly R eport o n Form 1 0-Q, filed with the SEC on May 9, 2023).

G BT US LLC Deferred Compensation Plan (in corporated by reference to Exhibit 10.6 of the Company's Quarterly R eport on Form 10-Q , filed with the SEC on May 9, 2023).

Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC and Eric J.

Bock (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023).

I ns ider Trading Policy

21.1* List of Subsidiaries

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2** Certification of K aren Williams , Chief Financial Officer, Pursuant to 18 U.S.C.

32.2** Certification of Karen Williams, Chief Financial Officer, Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

G lobal Business Travel Group, Inc.

Supplemental Exec u tive Officer Recoup ment Policy

97.1 Global Business Travel Group, Inc.

Supplemental Executive Officer Recoupment Policy , dated October 2, 2023 (incorporated by reference to Exhibit 97.1 of the Company’s Form 10-K, filed with the SEC on March 14, 2024)

101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Abbott, Karen Williams and Eric J.

Bock and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Bock and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

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Christopher Van Vliet

/s/ Ugo Arzani

Director March 7, 2025

Bush Director March 7, 2025

/s/ Alexander Drummond Director March 7, 2025

Alexander Drummond

/s/ Gloria Guevara Manzo Director March 7, 2025

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Michael Gregory O’Hara

/s/ Richard Petrino Director March 13, 2024

Richard Petrino

/s/ Mohammed Saif S.S.

Al-Sowaidi Director March 13, 2024

Mohammed Saif S.S.

/s/ Itai Wallach Director March 7, 2025

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generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2024 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 7, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

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(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Variable consideration related to supplier fee incentive revenues

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company reported travel revenue of $1,827 million for the year-ended December 31, 2023, a portion which related to revenue from supplier fee incentives.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Variable consideration related to supplier fees incentive revenues

As discussed in Notes 2 and 3 to the consolidated financial statements, the Company reported travel revenue of $1,932 million for the year-ended December 31, 2024, a portion of which related to revenue from supplier fee incentives.

The Company receives incentives from air travel suppliers for incremental bookings above minimum targeted thresholds established under relevant agreements.

The Company estimates these incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as the consideration is variable and determined by meeting volume targets.

The Company estimates these incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as consideration is variable and determined by meeting volume targets.

We identified the evaluation of variable consideration related to supplier fee incentive revenues as a critical audit matter.

A high degree of subjective auditor judgment was required to assess the Company’s estimate of supplier fee incentive variable consideration accrued and recognized as revenue at year-end for certain suppliers, including the estimate of completed airline travel.

A high degree of subjective auditor judgement was required to assess the Company’s estimate of supplier fee incentive variable consideration accrued and recognized as revenue at year-end for certain suppliers, including the estimate of completed airline travel.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the process of estimating variable consideration in revenue contracts, including a control related to the estimate of completed airline travel.

For a selection of suppliers, we:

We evaluated the design and operating effectiveness of certain internal controls related to the process of estimating variable consideration in revenue contracts, including a control related to the estimate of completed airline travel.

For certain suppliers, we:

• obtained and read contractual documents, including master agreements and other related documents,

• analyzed the contractual documents to determine if all arrangement terms that may have impacted revenue recognition were identified and properly considered, including terms and conditions for incentive revenue

• developed an estimate of variable consideration related to the supplier fee incentive revenues at year-end using historical completed airline travel data and compared it to the Company’s estimate

• developed an independent estimate of variable consideration related to supplier fee incentive revenues at year-end using historical completed airline travel data and compared it to the Company’s estimate, and

• assessed management’s ability to estimate accurately by comparing the Company’s historical estimates to actual results.

8 unchanged sentences

and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, because of the effect of the material weakness, described below, on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements), and our report dated March 7, 2025 expressed an unqualified opinion on those consolidated financial statements.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

A material weakness related to the Egencia business has been identified and included in management’s assessment.

The material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2023 consolidated financial statements, and this report does not affect our report on those consolidated financial statements.

Basis for Opinion

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A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

40 unchanged sentences

3,000,000,000 shares authorized;

467,092,817 shares and 67,753,543 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)

Class B common stock (par value $ 0.0001 ;

3,000,000,000 shares authorized;

nil shares and 394,448,481 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively)

478,904,677 and 467,092,817 shares issued, 470,904,677 and 467,092,817 shares outstanding as of December 31, 2024 and December 31, 2023, respectively)

Additional paid-in-capital 2,827 2,748

1 unchanged sentence

Accumulated other comprehensive loss ( 146 ) ( 103 )

Treasury shares, at cost ( 8,000,000 shares and 0 shares as of December 31, 2024 and December 31, 2023, respectively)

Total equity of the Company’s shareholders 1,051 1,208

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Total operating expenses 2,308 2,298 2,049

Operating loss ( 8 ) ( 198 ) ( 560 )

Operating income (loss) 115 ( 8 ) ( 198 )

Interest income 6 1 —

Interest expense ( 115 ) ( 141 ) ( 98 )

Fair value movement on earnout and warrant derivative liabilities

Loss on early extinguishment of debt ( 38 ) — —

Other (loss) income, net

Loss before income taxes and share of losses from equity method investments ( 145 ) ( 287 ) ( 653 )

Benefit from income taxes 9 61 186

Share of losses from equity method investments — ( 3 ) ( 8 )

Fair value movement on earnout and warrant derivative liabilities

Other income (loss), net 17 ( 10 ) 1

Loss before income taxes and share of income (losses) from equity method investments ( 71 ) ( 145 ) ( 287 )

(Provision for) benefit from income taxes ( 66 ) 9 61

Share of income (losses) from equity method investments 3 — ( 3 )

Net loss ( 134 ) ( 136 ) ( 229 )

net loss attributable to non-controlling interests in subsidiaries ( 73 ) ( 204 ) ( 475 )

net income (loss) attributable to non-controlling interests in subsidiaries 4 ( 73 ) ( 204 )

Net loss attributable to the Company’s Class A common stockholders $ ( 138 ) $ ( 63 ) $ ( 25 )

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Unrealized gains on cash flow hedge, net of tax:

Unrealized (loss) gain from cash flow hedges arising during the year

Unrealized gain (loss) from cash flow hedges arising during the year 14 ( 8 ) 32

Unrealized gains on cash flow hedge reclassified to interest expense

1 unchanged sentence

Change in defined benefit plans, net of tax:

Actuarial (loss) gain, net, and prior service cost arising during the year

Actuarial gain (loss), net, and prior service cost arising during the year 4 ( 34 ) 99

Amortization of actuarial (gain) loss and prior service cost in net periodic pension cost (benefit)

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Comprehensive loss ( 177 ) ( 155 ) ( 151 )

Comprehensive loss attributable to non-controlling interests in subsidiaries ( 59 ) ( 145 ) ( 458 )

Comprehensive income (loss) attributable to non-controlling interests in subsidiaries 4 ( 59 ) ( 145 )

Comprehensive loss attributable to the Company’s Class A common stockholders $ ( 181 ) $ ( 96 ) $ ( 6 )

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Depreciation and amortization 178 194 182

Deferred tax benefit ( 30 ) ( 65 ) ( 178 )

Deferred tax charge (benefit) 34 ( 30 ) ( 65 )

Equity-based compensation 77 75 39

Allowance for (reversal of) credit losses

Allowance for credit losses 9 9 19

Loss on early extinguishment of debt 38 — —

Fair value movements on earnout and warrants derivative liabilities

56 ( 13 ) ( 8 )

Loss on early extinguishment of debt — — 49

Other 17 22 3

Defined benefit pension funding ( 29 ) ( 32 ) ( 25 )

Proceeds from termination of interest rate swap derivative contract — 23 —

Changes in working capital, net of effects from acquisitions

Other, net ( 23 ) 17 22

Changes in working capital:

Accounts receivable 123 49 ( 427 )

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Accounts payable, accrued expenses and other current liabilities ( 5 ) 26 122

Defined benefit pension funding ( 27 ) ( 29 ) ( 32 )

(Payment for) proceeds from termination of interest rate swap contracts ( 4 ) — 23

Net cash from (used in) operating activities

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Purchase of property and equipment ( 107 ) ( 113 ) ( 94 )

Ovation business acquisition, net of cash acquired — — ( 53 )

Egencia business acquisition, net of cash acquired — — 73

Other 5 ( 6 ) ( 1 )

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Financing activities:

Proceeds from reverse recapitalization, net — 269 —

Redemption of preference shares — ( 168 ) —

Proceeds from issuance of preferred shares — — 150

Proceeds from senior secured term loans, net of debt discount

1,397 131 200

Repayment of senior secured term loans ( 1,372 ) ( 3 ) ( 3 )

Repayment of finance lease obligations ( 2 ) ( 2 ) ( 2 )

Payment of lender fees and issuance costs for senior secured term loans facilities ( 2 ) — ( 8 )

Prepayment penalty and other costs related to early extinguishment of debt — — ( 34 )

Payment of deferred consideration — ( 4 ) —

Payment of offering costs — — ( 10 )

Capital distributions to shareholders — — ( 1 )

Repurchase of common shares ( 55 ) — —

Proceeds from reverse recapitalization, net — — 269

Redemption of preference shares — — ( 168 )

Contributions for ESPP and proceeds from exercise of stock options

Payment of taxes withheld on vesting of equity awards

( 28 ) ( 14 ) —

Payment of debt financing costs ( 25 ) ( 2 ) —

Prepayment penalty and other costs related to early extinguishment of debt ( 26 ) — —

Other ( 5 ) 1 ( 6 )

Net cash from financing activities 120 292 478

Net cash (used in) from financing activities ( 85 ) 120 292

Effect of exchange rates changes on cash, cash equivalents and restricted cash ( 13 ) 10 ( 12 )

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Supplemental cash flow information:

Cash refund for income taxes (net of payments) $ 2 $ ( 1 ) $ ( 5 )

Cash paid (received) for income taxes, net $ 14 $ 2 $ ( 1 )

Cash paid for interest (net of interest received) $ 99 $ 142 $ 96

Dividend accrued on preferred shares $ — $ — $ 10

Deferred offering costs accrued $ — $ — $ 10

Non-cash additions for finance lease

Issuance of shares to settle liability

Right-of-use assets obtained in exchange for lease obligations, including on acquisitions ( see note 11 )

Right-of-use assets obtained in exchange for lease obligations ( see note 9 )

Cash, cash equivalents and restricted cash consist of:

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comprehensive

loss Total equity of

loss Treasury shares Total equity of

the Company’s

stockholders Equity

shareholders Equity

attributable to

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subsidiaries Total

stockholders’

(in $ millions except share and per share data) Number Amount Number Amount Number Amount Number Amount Number Amount

Balance as of December 31, 2020 36,000,000 — — — 800,000 — — — — — $ 1,752 $ ( 592 ) $ ( 179 ) $ 981 $ 3 $ 984

Issued on acquisition of Egencia (see note 9)

— — 8,413,972 — — — — — — — 816 — — 816 — 816

Dividend on preferred shares (see note 22)

— — — — — — — — — — ( 10 ) — — ( 10 ) — ( 10 )

Equity-based compensation — — — — — — — — — — 3 — — 3 — 3

Settlement of MIP options

— — — — — — — — — — ( 1 ) — — ( 1 ) — ( 1 )

Net loss — — — — — — — — — — — ( 473 ) — ( 473 ) ( 2 ) ( 475 )

Other comprehensive loss, net of tax — — — — — — — — — — — — 17 17 — 17

shareholders’

(in $ millions except share and per share data) Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount

Balance as of December 31, 2021 36,000,000 — 8,413,972 — 800,000 — — — — — 2,560 ( 1,065 ) ( 162 ) — — 1,333 1 1,334

Cumulative effect of the adoption of accounting standard update, net of tax of $ 1 (see note 6)

Cumulative effect of the adoption of accounting standard update, net of tax of $ 1

— — — — — — — — — — — ( 3 ) — — — ( 3 ) — ( 3 )

Dividend on preferred shares — — — — — — — — — — ( 8 ) — — — — ( 8 ) — ( 8 )

Additional shares issued to Expedia (see note 9)

— — 59,111 — — — — — — — 6 — — 6 — 6

Additional shares issued to Expedia — — 59,111 — — — — — — — 6 — — — — 6 — 6

Equity-based compensation prior to reverse recapitalization — — — — — — — — — — 5 — — — — 5 — 5

3 unchanged sentences

Reverse recapitalization, net (see note 7) ( 36,000,000 ) — ( 8,473,083 ) — ( 800,000 ) — 56,945,033 — 394,448,481 — ( 2,322 ) 1,039 183 — — ( 1,100 ) 1,195 95

( 36,000,000 ) — ( 8,473,083 ) — ( 800,000 ) — 56,945,033 — 394,448,481 — ( 2,322 ) 1,039 183 ( 1,100 ) 1,195 95

Exchange of warrants for Class A shares (see note 19)

— — — — — — 10,808,510 — — — 59 — — 59 — 59

Exchange of warrants for Class A shares — — — — — — 10,808,510 — — — 59 — — — — 59 — 59

Equity-based compensation after the reverse recapitalization — — — — — — — — — 34 — — — — 34 — 34

6 unchanged sentences

Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 18) — — — — — — 6,269,772 — — — 7 — — — — 7 — 7

— — — — — — 6,269,772 — — — 7 — — 7 — 7

Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 18) — — — — — — ( 1,954,388 ) — — — ( 14 ) — — — — ( 14 ) — ( 14 )

— — — — — — ( 1,954,388 ) — — — ( 14 ) — — ( 14 ) — ( 14 )

Shares issued to settle liability (see note 23) — — — — — — 575,409 — — — 4 — — — — 4 — 4

— — — — — — 575,409 — — — 4 — — 4 — 4

Exchange of Class B common stock for Class A common stock pursuant to the Exchange Agreement (see note 7) — — — — — — 394,448,481 — ( 394,448,481 ) — 2,418 ( 1,199 ) ( 63 ) — — 1,156 ( 1,156 ) —

— — — — — — 394,448,481 — ( 394,448,481 ) — 2,418 ( 1,199 ) ( 63 ) 1,156 ( 1,156 ) —

Tax impact of corporate simplification (see note 4 and 7) — — — — — — — — — — ( 76 ) — — — — ( 76 ) — ( 76 )

— — — — — — — — — — — ( 63 ) — — — ( 63 ) ( 73 ) ( 136 )

— — — — — — — — — — — ( 63 ) — ( 63 ) ( 73 ) ( 136 )

Other comprehensive loss, net of tax

1 unchanged sentence

Balance as of December 31, 2023 — — — — — — 467,092,817 — — — 2,748 ( 1,437 ) ( 103 ) — — 1,208 4 1,212

Equity-based compensation — — — — — — — — — — 78 — — — — 78 — 78

Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 18) — — — — — — 18,093,054 — — — 29 — — — — 29 — 29

Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 18) — — — — — — ( 6,281,194 ) — — — ( 28 ) — — — — ( 28 ) — ( 28 )

Dividend distribution to non-controlling interest in subsidiaries — — — — — — — — — — — — — — — — ( 2 ) ( 2 )

Purchase of treasury shares (see note 19) — — — — — — — — — — — — — 8,000,000 ( 55 ) ( 55 ) — ( 55 )

Net loss — — — — — — — — — — — ( 138 ) — — — ( 138 ) 4 ( 134 )

Other comprehensive loss, net of tax — — — — — — — — — — — — ( 43 ) — — ( 43 ) — ( 43 )

Balance as of December 31, 2024 — — — — — — 478,904,677 — — — 2,827 ( 1,575 ) ( 146 ) 8,000,000 ( 55 ) 1,051 6 1,057

See notes to consolidated financial statements

3 unchanged sentences

Global Business Travel Group, Inc.

(“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited (“GBT JerseyCo” and all together the “Company”), is a leading business-to-business software and services company in travel and expense.

The Company provides a platform serving travel primarily for business purposes and a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies.

(“GBTG”), and its consolidated subsidiaries (GBTG together with its consolidated subsidiaries, the "Company"), including GBT JerseyCo Limited (“GBT JerseyCo”), is a leading software and services company in travel, expense and meetings & events.

The Company provides a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation providers and aggregators) and third-party travel agencies.

The Company manages end-to-end logistics of business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants.

On December 2, 2021, GBT JerseyCo entered into a business combination agreement (“Business Combination Agreement”) with GBTG (formerly known as Apollo Strategic Growth Capital or “APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”).

The Business Combination closed on May 27, 2022 and GBT JerseyCo became a direct subsidiary of GBTG.

The Business Combination was accounted for as a reverse recapitalization, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG.

Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination (see note 8 — Reverse Recapitalization ).

GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”).

The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Corporate Simplification:

On July 10, 2023, GBTG entered into a series of transactions that simplified its organizational structure (the "Corporate Simplification").

Prior to giving effect to the Corporate Simplification:

(a) GBTG held its investments in GBT JerseyCo (a tax resident in the United Kingdom (“U.K.”)) and its subsidiaries through an umbrella partnership-C corporation structure (“Up-C structure”) and GBT JerseyCo was considered a partnership for U.S.

tax purposes;

(b) American Express Travel Holdings Netherlands Coöperatief U.A.

(“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of the Cayman Islands, and EG Corporate Travel Holdings LLC, a Delaware limited liability company (“Expedia,” and collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”) were holders of non-voting redeemable shares of GBT JerseyCo., designated as "B Ordinary Shares" ("GBT JerseyCo B Ordinary Shares") in the Fourth Amended and Restated Memorandum of Association of GBT JerseyCo and the Third Amended and Restated GBT JerseyCo Articles of Association (collectively the "Amended and Restated M&A") with a nominal value of € 0.00001 ;

(c) GBTG owned voting redeemable shares of GBT JerseyCo., designated as "A Ordinary Shares" ("GBT JerseyCo A Ordinary Shares") in the Amended and Restated M&A with a nominal value of € 0.00001 ;

(d) Continuing JerseyCo Owners owned Class B Common Stock and other public stockholders owned

Class A Common Stock.

As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of Class A Common Stock.

Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below in note 26 - Related Party Transactions ), to provide, among other things, that the GBT JerseyCo C Ordinary Shares owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement (as discussed further below in note 8 -

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Reverse Recapitalization ).

The BCA Amendment also provides that certain rights of holders of GBT JerseyCo C Ordinary Shares with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG.

Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo.

As a result of the Corporate Simplification:

• GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and

outstanding GBT JerseyCo B Ordinary Shares and all of the issued and outstanding shares of Class B Common Stock held by them;

• GBTG became the sole holder of all the issued and outstanding GBT JerseyCo A Ordinary Shares;

there are no shares of Class B Common Stock or GBT JerseyCo B Ordinary Shares that remain issued and outstanding;

• no net income (loss) or shareholder’s equity is allocated to the Continuing JerseyCo Owners (as non-controlling

interests) in the consolidated financial statements of the Company (see note 22 – Shareholders’ Equity for further

• tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’

Agreement (arising from the U.S.

tax partnership arrangement) ceased, with GBTG now assuming 100% of

income tax liability for any incremental U.S.

tax payable related to GBT JerseyCo’s income from international

operations (see note 4 – Income Taxes for further discussion).

Further, the Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainties associated with potential economic slowdown resulting from adverse macro-economic conditions.

The Company has taken several measures to preserve and enhance its liquidity, including additional term loans in January 2023 (see note 15 – Long-term Debt ) and restructuring initiatives (see note 14 – Restructuring, Exit and Related Charges ).

Apart from the expectation of increase in transaction volume of its business operations, the Company continues to further explore other capital market transactions, process rationalizations and cost reduction measures to improve its liquidity position.

Based on the Company’s current and expected operating plan, existing cash and cash equivalents, the ongoing increase in business travel indicated by recent volume trends, the Company’s mitigation measures taken to strengthen its liquidity and financial position, along with the Company’s available funding capacity and cash flows from operations, the Company believes it has adequate liquidity to meet the future operational and other needs of the business for a minimum period of twelve months.

Certain prior period amounts within the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows have been reclassified to conform to current year presentation.

Pending Merger of CWT

On March 24, 2024, GBTG entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), which was subsequently amended on January 17, 2025, pursuant to which, among other things, GBTG will acquire CWT (the "Merger").

The transaction values CWT at approximately $ 570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments.

At the closing of the transaction, GBTG expects to fund the Merger with a combination of cash and an aggregate of approximately 72 million shares of its Class A common stock, par value $ 0.0001 per share ("Class A common stock"), at a price of $ 6.00 per share as purchase consideration.

The closing of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.

In January 2025, the U.S.

Department of Justice, filed suit in the U.S.

District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger.

On March 6, 2025, the Company received approval from the U.K.

Competition and Markets Authority to complete the Merger (see note 25 - Subsequent Events ).

(2) Summary of Significant Accounting Policies

5 unchanged sentences

The Company has eliminated intercompany transactions and balances in its consolidated financial statements.

For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries.

All intercompany accounts and transactions among GBT

JerseyCo and its consolidated subsidiaries were eliminated.

For the periods prior to the Business Combination (as defined in note 7 - Certain Corporate Transactions ) , the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries.

All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated.

Use of Estimates

4 unchanged sentences

consolidated financial statements and accompanying notes.

Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps and earnout shares and accrual of contingent liabilities.

Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, derivatives such as interest rate swaps and cross-currency interest rate swaps, earnout shares and accrual of contingent liabilities.

Actual results could differ materially from those estimates.

6 unchanged sentences

Accounts receivable primarily includes trade accounts receivable from business clients and travel suppliers, and receivables from government for grants, less allowances for credit losses.

For periods prior to January 1, 2022, the allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, and other factors that may affect the Company’s ability to collect from customers.

On January 1, 2022, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable.

The Company adopted the guidance on allowance for credit losses in ASC 326 – Financial Instruments - Credit Losses , (“ASC 326”) for the measurement of credit losses for its financial assets, mainly the accounts receivable, on January 1, 2022.

Under this standard, the previous “incurred loss” approach was replaced with an “expected loss” model for financial instruments measured at amortized cost.

The adoption of this standard resulted in a $ 4 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities with a corresponding increase of $ 3 million in the Company’s opening accumulated deficit as of January 1, 2022.

The Company estimates lifetime expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable.

The Company has identified the relevant risk characteristics, of its customers and the related receivables, which include size, type (e.g., business clients vs.

4 unchanged sentences

This is assessed at each quarter based on the Company’s specific facts and circumstances.

See note 5 – Allowances for Expected Credit Losses for additional information .

Actual write-offs may vary from such estimates of credit losses.

The majority of the Company’s receivables are trade receivables due in less than one year.

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Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer.

Uncertain macroeconomic factors, including rising interest rates, potential recession or economic downturn, can have a significant effect on the allowance for credit losses as such conditions could potentially result in the restructuring or

bankruptcy of customers.

Given such uncertainties, actual write-offs may vary from such estimates of credit losses.

Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid.

In previous years, the Company participated in several of these government programs.

A substantial portion of these government support payments were to ensure that the Company continued to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID-19 pandemic.

During the years ended December 31, 2023, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits of $ 0 , $ 24 million and $ 64 million, respectively, as a reduction of its operating expenses.

As of December 31, 2023 and 2022, the Company had a receivable of $ 1 million and $ 13 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets.

During the year ended December 31, 2022, the Company recognized in its consolidated statements of operations government grants and other government assistance or benefits of $ 24 million, received towards pandemic support payment, as a reduction of its operating expenses.

There were no government grants received for the years ended December 31, 2024 and 2023.

As of both December 31, 2024 and 2023, the Company had a receivable of $ 1 million, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets.

These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received.

23 unchanged sentences

A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent.

Based on the Company’s assessment, the Company recorded $ 2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of losses from equity method investments in the consolidated statements of operations.

There were no impairments of equity method investments during the years ended December 31, 2024, 2023 and 2022.

8 unchanged sentences

The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist.

The Company performs either a qualitative or quantitative assessment of whether it is more likely than not

The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value.

A goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

that the reporting unit’s fair value is less than its carrying value.

A goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill.

Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions.

are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions.

Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2024, 2023 and 2022 because qualitative and/or quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values.

21 unchanged sentences

The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company’s lease agreements may include both lease and non-lease components.

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For leases of all other assets, lease and non-lease components are accounted for separately.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Operating leases are included in operating lease ROU assets, and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets.

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Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data.

Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on derivatives accounted for as effective cash flow hedges and certain historical net investment hedges.

Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, including unrealized gains and losses on derivatives accounted for as net investment hedges, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on derivatives accounted for as effective cash flow hedges.

Certain Risks and Concentrations

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The Company maintains cash, cash equivalents and restricted cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits.

The Company’s cash, cash equivalents and restricted cash are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S.

dollar, British pound sterling and Euro currencies.

The Company’s cash, cash equivalents and restricted cash are primarily composed of current account balances in banks, are primarily denominated in U.S.

dollar, British pound sterling and Euro currencies and a portion of which is interest-bearing.

As of December 31, 2024, approximately 54 % of our cash, cash equivalents and restricted cash balance is with a single bank.

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Transaction fee revenue, which is unit-priced under the service contract, is generally allocated to and recognized in the period the transaction is processed.

The Company also receives revenue from the provision of other transactional services to clients such as revenue generated from the provision of

The Company also receives revenue from the provision of other transactional services to clients such as revenue generated from the provision of servicing after business close or during travel disruption.

Such other transactional travel revenue is also generally allocated to and recognized in the period when the travel transaction is processed.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

servicing after business close or during travel disruption.

Such other transactional travel revenue is also generally allocated to and recognized in the period when the travel transaction is processed.

Consideration Payable to Clients and Client Incentives :

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Fees from Network Partners are recognized in proportion to sales as sales occur over the contract term, as the performance obligation is satisfied.

Cost of revenue

Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counselors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cost of revenue

Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counsellors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools.

Sales and marketing

18 unchanged sentences

The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan.

The Company’s costs for contributions to these plans are

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred.

The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred.

The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan.

The Company recognizes the funded status of its defined benefit plans and presents it as a non-current liability on its consolidated balance sheets.

The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date.

The funded status is the difference between the fair value of plan

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

assets and the benefit obligation as of the balance sheet date.

The measurement date used to determine benefit obligations and the fair value of plan assets for all defined benefit plans is December 31 of each year.

20 unchanged sentences

Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations.

During the years ended December 31, 2023, 2022 and 2021, the Company has net foreign exchange loss of $ 5 million, $ 7 million and $ 0 , respectively, which is included within other (loss), income, net on the consolidated statements of operations.

During the years ended December 31, 2024, 2023 and 2022, the Company has net foreign exchange gain (loss) of $ 22 million, $( 5 ) million and $( 7 ) million, respectively, which is included within other income (loss), net, on the consolidated statements of operations.

Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s common shareholders by the weighted average number of common shares outstanding during the period.

Diluted net income per share is computed by dividing the net income available to the Company’s common shareholders by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period.

Diluted net income (loss) per share is computed by dividing the net income (loss) available to the Company’s common shareholders by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period.

Potentially dilutive securities include restricted stock units (RSU) and stock options, calculated using the treasury stock method.

Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive.

Potentially dilutive securities are excluded from the computations of diluted income (loss) per share if their effect of inclusion would be antidilutive.

Earnout Derivative Liabilities and Warrant Instruments

The Company accounts for its earnout shares (see note 17 – Earnout Derivative Liabilities ) in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging ,” (“ASC 815”) whereby, under that provision, the earnout shares do not meet the criteria for equity treatment and are recorded as liabilities.

Accordingly, the Company classifies the

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warrant Instruments and Earnout Derivative Liabilities

The Company accounts for its earnout shares (see note 20 – Earnout Derivative Liabilities ) in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging ,” (“ASC 815”) whereby, under that provision, the earnout shares do not meet the criteria for equity treatment and are recorded as liabilities.

Accordingly, the Company classifies the earnout shares as liabilities at fair value at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statements of operations.

earnout shares as liabilities at fair value at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statements of operations.

The earnout share liabilities will be remeasured at fair value until such earnout shares are no longer contingent.

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As the warrants did not meet the criteria for equity treatment, they were accounted for in a manner similar to earnout shares i.e., as a liability remeasured at fair value at each reporting date, in accordance with the guidance contained in ASC 815, with any change in fair value recognized in the Company's consolidated statements of operations.

Until the date the warrants were outstanding, the fair value of warrants was determined using a market price for the public warrants and, when relevant, Black-Scholes model for the private warrants.

The fair value of warrants was determined using a market price for the public warrants and, when relevant, Black-Scholes model for the private warrants.

In October 2022, GBTG issued 10,444,363 shares of Common Stock in exchange for the warrants tendered in the exchange offer and a further 364,147 shares of Common Stock following amendment to the warrant agreement to acquire and retire all remaining untendered warrants.

Subsequent to the completion of the such exchanges, there were no warrants outstanding with the warrant liability of $ 59 million extinguished and the amount credited to additional paid in capital.

Recently Adopted Accounting Pronouncements

Segment Reporting

In November 2023, the Financial Accounting Standard Board (the "FASB") issued ASU No.

2023-07, " Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures " which expands the segment reporting disclosures and primarily requires disclosures on (i) significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included within each reported measure of segment operating results, (ii) the total amount of any other items included in segment operating results which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items and (iii) CODM’s title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and deciding how to allocate resources.

The update also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements.

The Company adopted this guidance on January 1, 2024, on a retrospective basis, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance.

However, additional disclosures related to the Company’s segment have been disclosed (see note 24 - Segment Information) .

Reference rate reforms

In March 2020, the Financial Accounting Standard Board (the "FASB") issued Accounting Standards Update ("ASU") No.

In March 2020, the the FASB issued Accounting Standards Update ("ASU") No.

2020-04, “ Reference Rate Reform (Topic 848):

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Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024.

On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 15 - Long-term Debt ).

The Company also amended its interest rate swap agreement to change its reference rate from LIBOR to SOFR (see note 24 - Derivatives and Hedging ).

The Company evaluated and applied optional expedients available under this guidance, as applicable, for such transactions and there was no material impact on the Company’s consolidated financial statements.

The Company evaluated and applied optional expedients available under this guidance, as applicable, and there was no material impact on the Company’s consolidated financial statements.

Contracts with Customers Acquired in a Business Combination

3 unchanged sentences

The guidance is to be applied prospectively to all business combinations that occur on or after the date of initial application.

The Company adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Credit Losses

2 unchanged sentences

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which significantly changed how entities account for credit losses for most financial assets, including accounts receivable, and certain other instruments that are not measured at fair value through net income.

The new guidance replaces the then existing incurred loss impairment model with an expected loss methodology, which results in a more timely recognition of credit losses.

Following loss of Emerging

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Growth Company status in the fourth quarter of 2022, the Company adopted ASU 2016-13 on a prospective basis, effective January 1, 2022, and recognized a $ 3 million cumulative adjustment, net of taxes, in accumulated deficit.

By applying ASU 2016-13 at the adoption date, the presentation of credit losses for periods prior to January 1, 2022 remained unchanged.

See note 5 – Allowance for Expected Credit Losses for additional information.

The new guidance replaced the then existing incurred loss impairment model with an expected loss methodology, which results in a more timely recognition of credit losses.

The Company adopted ASU 2016-13 on a prospective basis, effective January 1, 2022, and recognized a $ 3 million cumulative adjustment, net of taxes, in accumulated deficit.

In December 2021, the FASB issued ASU No.

2019-12, “ Income taxes (Topic 740):

Simplifying the Accounting for Income Taxes ” that amends the guidance to simplify accounting for income taxes, including elimination of certain exceptions in current guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments (changes from a subsidiary to equity method investments and vice versa), etc.

Simplifying the Accounting for Income Taxes ” that amended the guidance to simplify accounting for income taxes, including elimination of certain exceptions in then current guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments (changes from a subsidiary to equity method investments and vice versa), etc.

The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

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2021-10, “ Disclosures by Business Entities about Government Assistance ” which provides for disclosures by business entities about government assistance.

The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions and (3) the effect of the transactions on an entity’s financial statements.

The amendments in this update required disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions and (3) the effect of the transactions on an entity’s financial statements.

The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Accounting Pronouncements – Not Yet Adopted

Segment Reporting

Disaggregated Expenses

In November 2024, the FASB issued ASU No.

2023-07, " Segment Reporting (Topic 280):

The update also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements.

The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted.

While the update will require additional disclosures related to the Company’s segment, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.

2024-03 " Disaggregation of Income Statement Expenses" which provides guidance on additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The update is to be applied on a prospective basis, although optional retrospective application is permitted.

While the update will require additional disclosures related to the Company’s expenses, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.

In December 2023, the FASB issued ASU No.

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The update primarily requires the Company to provide (i) further disaggregation for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes and (ii) annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction.

The update is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The update is to be applied on a prospective basis, although optional retrospective application is permitted.

While the update will require additional disclosures related to the Company’s income taxes, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.

(3) Revenue from Contracts with Customers

The update is

effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The update is to be applied on

a prospective basis, although optional retrospective application is permitted.

While the update will require additional

disclosures related to the Company’s income taxes, it is not expected to have any impact on the Company’s consolidated

operating results, financial condition or cash flows.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Professional Services Revenues which include all revenue relating to using the Company’s platform, products and value-added services.

(3) Revenue from Contracts with Customers

The Company disaggregates revenue based on (i) Travel Revenues which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation and (ii) Products and Professional Services Revenues which include all revenue relating to using the Company’s platform, products and value-added services.

The following table presents the Company’s disaggregated revenue by nature of service.

7 unchanged sentences

The Company evaluates collectability of accounts receivable based on a combination

of factors and records expected credit losses as described further in note 5 - Allowances for Expected Credit Losses .

of factors and records credit losses applying its accounting policy.

Contract Balances

15 unchanged sentences

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected contract term of one year or less.

The Company did not have any material transaction price allocated to performance obligations under the contracts over one year that remain unsatisfied as at December 31, 2023.

As of December 31, 2024, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $ 2 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 2 years.

(4) Income Taxes

As discussed in note 1 – Business Description and Basis of Presentation , GBTG, a Delaware corporation and U.S.

As discussed in note 1 – Business Description and Basis of Presentation and note 7 - Certain Corporate Transactions , GBTG, a Delaware corporation and U.S.

tax resident, entered into a series of transactions that eliminated the Up-C Structure on July 10, 2023, and resulted in GBTG acquiring full economic ownership of GBT JerseyCo.

GBT JerseyCo’s U.S.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JerseyCo’s U.S.

tax partnership status was terminated as a result of the Corporate Simplification, and it is now classified as a single member LLC.

2 unchanged sentences

As a direct result of the Corporate Simplification, 100 % of GBT JerseyCo's deferred tax assets and liabilities now flow through to GBTG, in proportion to its increased economic ownership of GBT JerseyCo.

These deferred tax items

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S.

These deferred tax items relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S.

taxes on branch income which will bear reduced foreign tax credits until the foreign branches NOL carryforwards, which will shield local taxation, but not U.S.

taxation, are fully utilized.

The net deferred tax impact of the increased ownership and the partnership termination is estimated as a net deferred tax liability of $ 76 million with a corresponding charge against equity as the entire amount arose as a direct consequence of the Corporate Simplification.

The Company expects to finalize the tax impact in the first half of fiscal year 2024 when the partnership's final tax return is completed.

The following table summarizes the Company’s U.S., U.K.

and other jurisdictions loss before income taxes and share of losses from equity method investments.

The Company has opted for this disclosure due to the jurisdictional change in its reporting and “domestic” entity from U.K.

following the Business Combination in May 2022.

includes GBTG and its subsidiaries that are U.S.

tax resident, U.K.

includes GBT Jersey Co.

and its subsidiaries that are U.K.

tax resident and other includes all other jurisdictions:

A net deferred tax charge of $ 76 million was recorded within equity during 2023 as a result of the increased ownership and the partnership termination as the entire amount arose as a direct consequence of the Corporate Simplification.

The following table summarizes the Company’s domestic (U.S.) and foreign results (non-U.S.) before income taxes and share of income (losses) from equity method investments.

Year ended December 31,

(in $ millions) 2024 2023 2022

$ ( 37 ) $ ( 129 ) $ ( 32 )

( 57 ) ( 95 ) ( 441 )

Other ( 51 ) ( 63 ) ( 180 )

Domestic $ ( 3 ) $ ( 37 ) $ ( 129 )

Foreign ( 68 ) ( 108 ) ( 158 )

Loss before income taxes and share of losses from equity method investments $ ( 71 ) $ ( 145 ) $ ( 287 )

The components of benefit from income taxes consist of the following:

The components of (provision for) benefit from income taxes consist of the following:

Year ended December 31,

1 unchanged sentence

Current taxes:

$ ( 14 ) $ — $ 4

Other ( 7 ) ( 3 ) 3

Current income tax (expense) benefit ( 21 ) ( 4 ) 8

Domestic $ ( 11 ) $ ( 14 ) $ —

Foreign ( 21 ) ( 7 ) ( 4 )

Current income tax expense ( 32 ) ( 21 ) ( 4 )

Deferred taxes:

Other ( 4 ) 2 24

Deferred tax benefit

Benefit from income taxes $ 9 $ 61 $ 186

Domestic ( 35 ) 34 35

Foreign 1 ( 4 ) 30

Deferred tax (charge) benefit ( 34 ) 30 65

(Provision for) benefit from income taxes $ ( 66 ) $ 9 $ 61

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below sets forth a reconciliation of the U.S.

statutory tax rate of 21% for the years ended December 31, 2023 and 2022 and the U.K.

statutory tax rate of 19% for the year ended December 31, 2021 to the Company’s effective income tax rate for the respective years.

The table below sets forth a reconciliation of amounts computed by applying the U.S.

federal statutory income tax rate of 21% to loss before income taxes to (provision for) benefit from income taxes for the years ended December 31, 2024, 2023 and 2022 .

Year ended December 31,

3 unchanged sentences

Changes in taxes resulting from:

Impact of Up-C structure/ Foreign branch accounting 7 ( 4 ) —

Foreign branch accounting /Impact of Up-C structure ( 28 ) 7 ( 4 )

Income not subject to tax 1 1 3

Expenses not deductible for tax ( 10 ) ( 16 ) ( 14 )

Equity-based compensation ( 4 ) ( 5 ) ( 3 )

Fair value movement on earnout and warrant derivative liabilities ( 14 ) 3 1

Transaction costs ( 10 ) ( 3 ) ( 3 )

Other expenses not deductible for tax ( 5 ) ( 2 ) ( 10 )

Minimum taxes ( 8 ) ( 4 ) —

6 unchanged sentences

Tax settlement and uncertain tax positions ( 8 ) — 3

Other ( 1 ) ( 2 ) 1

Benefit from income taxes $ 9 $ 61 $ 186

Other, net 1 ( 1 ) ( 2 )

(Provision for) benefit from income taxes $ ( 66 ) $ 9 $ 61

Effective tax rate 92.96 % 6.32 % 21.26 %

The Company’s effective tax rate for the year ended December 31, 2023 was 6 % and was lower than the statutory rate of 21% primarily due to changes in valuation allowances and expenses not deductible for taxes.

The Company’s effective tax rate for the years ended December 31, 2022 was broadly inline with respective statutory tax rate.

The effective tax rate during the year ended December 31, 2021 increased 9 % compared to the statutory tax rate primarily due to the change in U.K.’s enacted tax rates from 19% to 25%, in the second quarter of 2021, and which became effective from April 2023.

This change in enacted tax rates resulted in $ 59 million of deferred tax benefit during the year ended December 31, 2021, including $ 35 million due to remeasurement of the Company’s opening deferred tax assets and liabilities.

The Company’s effective tax rate for the year ended December 31, 2024 was significantly higher than the statutory rate of 21% primarily due to expenses not deductible for taxes.

The Company’s effective tax rate for the year ended December 31, 2023 was lower than the statutory tax rate of 21% primarily due to changes in valuation allowances and expenses not deductible for taxes.

The Company’s effective tax rate for the year ended December 31, 2022 was broadly in line with respective statutory tax rate.

G LOBAL BUSINESS TRAVEL GROUP, INC.

4 unchanged sentences

Deferred tax assets:

Outside basis investment in partnership $ — $ 25

Net operating loss carryforwards 339 $ 396

2 unchanged sentences

Operating lease liabilities 26 25

Stock compensation 28 15

Equity-based compensation 20 28

Property and equipment 15 17

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Deferred tax liabilities:

Foregone foreign branch/partnership deferred tax credits

$ ( 299 ) $ ( 43 )

Foregone foreign branch/deferred tax assets $ ( 288 ) $ ( 299 )

Other intangible assets ( 122 ) ( 136 )

6 unchanged sentences

Deferred tax liabilities as presented in the consolidated balance sheets $ ( 36 ) $ ( 5 )

As a result of the Business Combination in May 2022, GBTG recorded a deferred tax asset of $ 25 million in respect the cost of its acquisition of its equity interest in GBT JerseyCo i.e.

“outside basis investment in partnership”, and a deferred tax liability of $ 43 million on its share of the profits of GBT JerseyCo consolidated results but without the tax shield arising from GBT JerseyCo’s NOLs i.e.

“Foregone partnership deferred tax credits”.

The termination of the partnership for U.S.

federal income tax purposes impacted the following deferred tax items:

(i) the $ 25 million deferred tax asset held by GBTG related to the difference in its equity method investment in GBT JerseyCo and its U.S.

tax basis in that investment was no longer required to be recognized, (ii) deferred tax assets with a 15-year tax recovery life relating to goodwill and other intangible assets were recognized in respect of GBTG’s inheritance of outside basis differences of its former partners in GBT JerseyCo with the total amount remaining as of December 31, 2023 of $ 155 million and (iii) the deferred tax liability, with the total amount as of December 31, 2023 of $ 299 million, on GBTG’s share of the future profits of GBT JerseyCo consolidated results that would not be shielded by foreign tax credits because of GBT JerseyCo’s NOLs i.e.

“Foregone foreign branch/partnership deferred tax credits” increased in proportion to its new economic ownership of 100 %, along with the respective deferred tax balances on its foreign branches.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

During the year ended December 31, 2022, the Company completed its assessment of deferred taxes in relation to the Egencia acquisition and recognized a deferred tax assets of $ 124 million, primarily related to Egencia goodwill (see note 9 – Business Acquisitions – Acquisition of Egencia ).

The Company recognizes deferred taxes on the undistributed earnings of foreign subsidiaries, as these earnings are not deemed to be indefinitely reinvested.

7 unchanged sentences

For the deferred tax assets related to remaining NOLs against which there is no valuation allowance, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Many jurisdictions are introducing or have recently introduced tax legislation that aims to restrict the tax deduction of expenditure in certain circumstances and to impose minimum taxation in an attempt to raise taxes (e.g.

OECD’s Base Erosion and Profit Shifting ("BEPS") measures and the recently enacted U.S.

OECD’s Base Erosion and Profit Shifting ("BEPS") measures and the U.S.

Inflation Reduction Act ("IRA")).

7 unchanged sentences

Balance, beginning of the year $ 11 $ 4 $ 7

Increases to tax positions related to acquisitions — — 4

Increases to tax positions related to the current year 8 8 1

1 unchanged sentence

Release due to expiry of statute of limitations ( 2 ) — ( 4 )

Foreign exchange movement ( 1 ) — —

Balance, end of the year $ 16 $ 11 $ 4

1 unchanged sentence

As of December 31, 2024, the Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes.

There were no material amounts of interest or penalty charged (credited) to the Company’s consolidated statements of operations for any of the years ended December 31, 2023, 2022 and 2021, and there was no material interest and/or penalties accrued as of December 31, 2023 and 2022.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes in its consolidated statement of operations.

During the year ended December 31, 2024, the Company accrued $ 3 million of interest and penalties.

There were no material amounts of interest or penalty charged (credited) to the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022.

The Company is subject to taxation in various countries in which the Company operates.

As of December 31, 2023, tax years for 2015 through 2023 are open to examination by the tax authorities in the major tax jurisdictions, mainly in the U.S.

primarily due to loss carryback claims.

(5) Allowances for Expected Credit Losses

Under this standard, the previous “incurred loss” approach is replaced with an “expected loss” model for financial instruments measured at amortized cost.

The movement in Company’s allowance for credit losses for the years ended December 31, 2023 and 2022, is set out below:

(in $ millions) Amount

Balance as of December 31, 2021 $ 4

Cumulative effect of adjustment upon adoption of ASC 326

Provision for expected credit losses during the year

Balance as of December 31, 2022 $ 23

Provision for expected credit losses during the year

Foreign exchange

Balance as of December 31, 2023 $ 12

As of December 31, 2024, tax years for 2015 through 2024 are open to examination by the tax authorities in the major tax jurisdictions, mainly in the U.K.

(5) Prepaid Expenses and Other Current Assets

4 unchanged sentences

Prepaid travel expenses 12 13

Income tax receivable 12 26

Value added and similar taxes receivables 9 10

Income tax receivable 9 12

Other prepayments and receivables 51 45

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Depreciation and amortization include $ 79 million, $ 71 million and $ 62 million of amortization related to capitalized software for internal use for the years ended December 31, 2024, 2023 and 2022, respectively.

There were no material gain or loss on disposal of property and equipment recorded within each of the three years ended December 31, 2023.

(8) Reverse Recapitalization

Pursuant to the Business Combination Agreement, among other things, (i) GBTG acquired 100 % voting interest and an approximately 13 % equity interest in GBT JerseyCo, (ii) GBT JerseyCo became jointly-owned by GBTG and Continuing JerseyCo Owners and (iii) GBT JerseyCo served as the operating partnership as part of an Up-C structure.

The Up-C structure was, however, terminated in July 2023 (see note 1- Business Description and Basis of Presentation ).

On December 2, 2021, concurrent with the execution of the Business Combination Agreement, GBTG also entered into subscription agreements with certain private investors (“PIPE Investors”), pursuant to which the PIPE Investors collectively agreed to subscribe for 33.5 million shares of Class A Common Stock for an aggregate purchase price equal to $ 335 million (the “PIPE Investment”), including $ 2 million subscribed by entities related to APSG.

The PIPE Investment was consummated concurrently with the closing of the Business Combination on May 27, 2022, generating proceeds of $ 323.5 million from the PIPE Investment.

The gross proceeds received upon closing of the transaction was $ 365 million, which included $ 42 million of cash remaining, net of redemptions, from GBTG’s (formerly APSG) initial public offering.

The Business Combination was treated as a reverse recapitalization transaction whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG.

GBT JerseyCo recognized the carrying value of the net assets of GBTG as an equity contribution with no incremental goodwill or intangible assets recognized.

In connection with the consummation of the Business Combination/immediately upon the Business Combination, the following occurred:

• GBTG held all of the GBT JerseyCo A Ordinary Shares – which carry both voting and economic interest rights.

The Continuing JerseyCo Owners held all of the GBT JerseyCo B Ordinary Shares – which carry no voting rights, but only economic rights.

There were no material gain or loss on disposal of property and equipment recorded within each of the years in the three- year period ended December 31, 2024.

(7) Certain Corporate Transactions

Business Combination

In May 2022, following the closing of a business combination agreement (“Business Combination Agreement”), GBT JerseyCo became a direct subsidiary of GBTG (the “Business Combination”) which was accounted for as a reverse recapitalization.

tax purposes (the Up-C structure was subsequently eliminated through a Corporate Simplification transaction discussed below);

(b) American Express Travel Holdings Netherlands Coöperatief U.A.

(c) GBTG owned voting redeemable shares of GBT JerseyCo., designated as "A Ordinary Shares" ("GBT JerseyCo A Ordinary Shares") in the Amended and Restated M&A with a nominal value of € 0.00001 ;

(d) Continuing JerseyCo Owners owned Class B Common Stock and other public stockholders owned Class A Common Stock of GBTG.

(e) The Continuing JerseyCo Owners and holders of GBT JerseyCo’s stock options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and after Corporate Simplification transaction (discussed below) are convertible to shares of Class A Common Stock of GBTG.

Further, certain of Class A Common Stock are subject to

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

• The Continuing JerseyCo Owners held Class B Common Stock, in equal number as their shares in GBT JerseyCo, which carried nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG) and full voting rights.

• GBTG’s issued and outstanding Class A Common Stock, which was equal in number to the number of GBT JerseyCo A Ordinary Shares, was held by public and the PIPE Investors.

• GBT JerseyCo's stock options were converted into GBTG's stock options and equity compensation plans, generally with no change in any terms and conditions of grant/vesting/exercise.

In a separate transaction in January 2023, certain GBTG stock options were cancelled and/or exercised and new RSUs granted to the participants under an exchange offer.

• The Continuing JerseyCo Owners and holders of GBT JerseyCo’s stock options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and would have originally converted either to (i) Class B Common Stock and GBT JerseyCo’s B Ordinary Shares (for Continuing JerseyCo Owners) or (ii) Class A Common Stock (for GBT JerseyCo’s stock option holders) upon Class A Common Stock meeting certain price thresholds over a certain period of time.

Following Corporate Simplification transaction in July 2023, the C ordinary shares are now convertible to shares of Class A Common Stock.

Further, certain of Class A Common Stock are subject to forfeitures and surrender/cancellations for no consideration if the Class A Common Stock does not meet certain price thresholds over a certain period of time.

All such shares are referred to as (“earnout shares”).

• The outstanding warrants of APSG converted to those of GBTG on the same terms and conditions as existed prior to the closing of the Business Combination Agreement.

In a separate transaction in October 2022, these warrants were exchanged for shares of Class A Common Stock (see note 19 – Warrants).

• All of the Business Combination transaction costs were paid out from the proceeds of the PIPE Investments or cash invested by GBTG in GBT JerseyCo or by GBT JerseyCo.

• GBT JerseyCo repaid all of its outstanding amounts of preferred shares including dividends accrued thereon from the proceeds of the Business Combination.

• GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (as subsequently amended from time to time, the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their GBT JerseyCo B Ordinary Shares for shares of Class A Common Stock on a one -for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG.

The Exchange Agreement also provided GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of Class A Common Stock (a “direct exchange”).

In a separate transaction on July 10, 2023, the Continuing JerseyCo Owners exercised such rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation ).

At the time of the closing of the Business Combination Agreement, there were 56,945,033 shares of Class A Common Stock and 394,448,481 shares of Class B Common Stock that were outstanding.

The number of shares of Class B Common Stock outstanding corresponded to the number of GBT JerseyCo B Ordinary Shares held by Continuing JerseyCo Owners which represented the non-controlling ownership interests in the Company.

forfeitures and surrender/cancellations for no consideration if the Class A Common Stock does not meet certain price thresholds over a certain period of time.

All such shares are referred to as “earnout shares” (see note 17 - Earnout Shares ).

(f) GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (as subsequently amended from time to time, the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their GBT JerseyCo B Ordinary Shares for shares of Class A Common Stock on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG.

The Exchange Agreement also provided GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owners shares of Class A Common Stock (a “direct exchange”).

Concurrently with the closing of the Business Combination Agreement, the Company entered into certain other related agreements which are discussed further in note 19 – Shareholders’ Equity and note 23 – Related Party Transactions .

(9) Business Acquisitions

There was no business acquisition during the years ended December 31, 2023 and 2022.

During 2021, the Company made two business acquisitions as discussed below:

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Acquisition of Ovation

On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, “Ovation”) for a total cash purchase consideration of $ 57 million (including approximately $ 4 million of deferred consideration), net of cash acquired.

Further, the Company incurred $ 3 million in acquisition related costs which was expensed as incurred.

During the year ended December 31, 2022, the Company paid the deferred consideration of $ 4 million as the conditions for deferred consideration were satisfied during the period.

The terms of the acquisition further included contingent consideration of approximately $ 4 million that was subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement.

The Company accrued for this expense as compensation expense, which was paid during the year ended December 31, 2022.

The amount of revenue and net loss of Ovation since the acquisition date included in the consolidated statements of operations for the year ended December 31 2021 was $ 23 million and $ 16 million, respectively.

Assuming an acquisition date of January 1, 2021, the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would not have been materially different to the amount of revenue and net loss presented in the consolidated statements of operations.

Acquisition of Egencia

On November 1, 2021, the Company completed its acquisition of Egencia from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”).

As purchase consideration for this acquisition, the Company initially issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $ 816 million.

During the second quarter of 2022, the Company finalized the net debt and working capital adjustments related to the Egencia acquisition, which resulted in an adjustment of $ 6 million payable by GBT JerseyCo and in relation to which it issued additional 59,111 non-voting ordinary shares to Expedia.

Further, the Company obtained additional information and completed its purchase price allocation during the third quarter of 2022.

As a result, the Company recognized an additional $ 124 million of deferred tax assets (primarily related to goodwill that was determined to be tax deductible) and adjusted its preliminary goodwill balance.

Furthermore, during 2022, the Company recognized a $ 19 million charge in its statement of operations associated with a loss contingency as it became probable that the Company will pay the amount for a contingent event that existed as of the Egencia acquisition date.

The Company incurred $ 15 million in acquisition related costs which were expensed in the period as incurred and is included in general and administrative expenses in the Company’s consolidated statements of operations, with $ 13 million recognized during the year ended December 31, 2021.

The amount of revenue and net loss of the Egencia business since the acquisition date included in the consolidated statements of operations for the period ended December 31, 2021 was $ 33 million and $ 26 million, respectively.

Assuming an acquisition date of January 1, 2021 (i) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would have been $ 889 million and $ 701 million, respectively.

Corporate Simplification

In July 2023, GBTG entered into a series of transactions that simplified its organizational structure (the "Corporate Simplification").

Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below in note 23 - Related Party Transactions ), to provide, among other things, that the GBT JerseyCo C Ordinary Shares owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement.

Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo.

As a result of the Corporate Simplification:

• GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding GBT JerseyCo B Ordinary Shares and all of the issued and outstanding shares of Class B Common Stock held by them;

• GBTG became the sole holder of all the issued and outstanding GBT JerseyCo A Ordinary Shares;

there are no shares of Class B Common Stock or GBT JerseyCo B Ordinary Shares that remain issued and outstanding;

• no net income (loss) or shareholder’s equity was allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company since the date of Corporate Simplification;

and tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S.

tax partnership arrangement) ceased, with GBTG assuming 100% of income tax liability for any incremental U.S.

tax payable related to GBT JerseyCo’s income from international operations.

G LOBAL BUSINESS TRAVEL GROUP, INC.

4 unchanged sentences

Balance as of December 31, 2022 $ 1,188

Egencia acquisition adjustments

Currency translation adjustments 24

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Business client relationships 797 ( 354 ) 443 801 ( 305 ) 496

Supplier relationship 254 ( 239 ) 15 253 ( 213 ) 40

Supplier relationships 254 ( 252 ) 2 254 ( 239 ) 15

Travel partner network 4 ( 4 ) — 4 ( 4 ) —

7 unchanged sentences

The depreciable life of lease ROU assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The operating lease cost, including short term leases, recognized in the consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 was $ 24 million, $ 31 million and $ 26 million, respectively.

Short term lease cost is $ 2 million, $ 5 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

The operating lease costs relate primarily to leases of office facilities.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The finance lease amounts recognized in the consolidated statements of operations relating to amortization of ROU assets and interest on finance lease obligations was $ 3 million, $ 2 million and $ 1 million for the years ended December 31, 2024, 2023, and 2022, respectively.

8 unchanged sentences

Finance lease $ 5 $ 2 $ 1

Additions to ROU assets on account of business acquisitions

Operating lease $ — $ — $ 20

The following table sets out supplemental other information related to leases:

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Finance lease 7.88 % 9.66 % 5.08 %

During the year ended December 31, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations.

During the years ended December 31, 2024 and 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations.

The Company applied lease reassessment and modification guidance and evaluated the ROU assets for potential impairment.

4 unchanged sentences

Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date.

For the year ended December 31, 2023, the Company recorded $ 7 million as accelerated amortization of operating lease ROU asset.

There was no impairment or accelerated amortization of operating lease ROU asset recorded during the

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

year ended December 31, 2022 and an impairment of $ 1 million of operating lease ROU asset that was recorded during the year ended December 31, 2021.

For the years ended December 31, 2024 and 2023, the Company recorded $ 4 million and $ 7 million as accelerated amortization of operating lease ROU asset.

There was no impairment or accelerated amortization of operating lease ROU asset recorded during the year ended December 31, 2022.

The following table sets out the undiscounted future payments for operating lease liabilities as of December 31, 2024.

For the undiscounted future payments for finance lease liabilities see note 13 - Long-term Debt .

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions) Amount

8 unchanged sentences

(in $ millions) 2024 2023

Derivative asset $ 27 $ 7

Cloud computing arrangements 26 24

Restricted Cash 25 13

Derivative asset 7 10

Other assets 11 6

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Client deposits 55 53

Accrued restructuring costs ( see note 14 )

Deferred revenue 31 19

Accrued interest payable 20 5

Accrued restructuring costs ( see note 12 )

Value added and similar taxes payable 12 12

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(12) Restructuring, Exit and Related Charges

Employee Severance Costs

On January 24, 2023, the Company announced changes to its internal operating model.

The Company has fully accrued for the costs of approximately $ 35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce.

This strategic realignment and related actions are substantially completed as at December 31, 2023.

From time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency.

During the year ended December 31, 2023, the Company decided to exit from certain operations and / or regions and, as a result, has incurred costs mainly related to employee severance of $ 4 million which is included within restructuring charges in the consolidated statement of operations.

Facilities Consolidation and Rationalization

During the year ended December 31, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations.

See note 11 - Leases for further discussion.

The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the years ended December 31, 2024, 2023 and 2022:

3 unchanged sentences

Balance as of December 31, 2022 8 3 — 11

Acquired on acquisition

Reclassification

— — ( 1 ) ( 1 )

( 69 ) ( 2 ) — ( 71 )

Balance as of December 31, 2021 64 5 — 69

Reversal of accruals

( 1 ) ( 2 ) — ( 3 )

Expenses incurred 39 3 10 52

Non-cash — — ( 10 ) ( 10 )

Cash settled ( 21 ) ( 2 ) — ( 23 )

Balance as of December 31, 2023 26 4 — 30

Accruals 39 3 10 52

Expenses incurred 11 2 5 18

Non-cash — — ( 5 ) ( 5 )

1 unchanged sentence

Balance as of December 31, 2024 $ 9 $ 3 $ — $ 12

For the year ended December 31, 2023, facility - lease related charges consist of (i) accelerated amortization of operating lease ROU assets of $ 7 million that is included within general and administrative expense and (ii) accelerated amortization of leasehold improvements of $ 3 million that is included within depreciation and amortization expense, in the consolidated statements of operations.

For the year ended December 31, 2021, facility - lease related charges consist of impairment of operating lease ROU asset of $ 1 million.

Employee Severance Costs

On January 24, 2023, the Company announced changes to its internal operating model.

The Company fully accrued for the costs of approximately $ 35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce.

This strategic realignment and related actions were substantially completed as at December 31, 2023.

Further, from time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency.

As a result, during the years ended December 31, 2024 and 2023, the Company incurred costs mainly related to employee severance of $ 11 million and $ 4 million, respectively.

All employee severance costs are included within restructuring charges in the consolidated statement of operations.

Facilities Consolidation and Rationalization

The Company undertakes initiatives to consolidate and rationalize its office facilities at different geographical locations to reduce costs and improve efficiency.

See note 9 - Leases for further discussion.

Facility - lease related charges consist of (i) accelerated amortization of operating lease ROU assets of $ 4 million and $ 7 million for the years ended December 31, 2024 and 2023, respectively, which is included within general and administrative expense and (ii) accelerated amortization of leasehold improvements related to abandoned leases of $ 1 million and $ 3 million for the years ended December 31, 2024 and 2023, respectively, which is included within depreciation and amortization expense, in the consolidated statements of operations.

Estimated future costs related to other non-lease components (e.g.,common area maintenance charges), accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date, amounted to $ 2 million and $ 3 million as of December 31, 2024 and 2023, respectively.

G LOBAL BUSINESS TRAVEL GROUP, INC.

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(in $ millions) 2024 2023

Senior Secured Credit Agreement

Principal amount of senior secured initial term loans (Maturity – August 2025)

Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026)

Principal amount of senior secured tranche B-4 term loans (Maturity – December

Principal amount of senior secured revolving credit facility (Maturity – September 2026)

Amended and Restated Senior Secured Credit Agreement

Principal amount of senior secured term loans (Maturity - July 2031)

Original Senior Secured Credit Agreement

Principal amount of senior secured initial term loans — 237

Principal amount of senior secured tranche B-3 term loans — 1,000

Principal amount of senior secured tranche B-4 term loans — 135

Other borrowings

3 unchanged sentences

Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,365 $ 1,355

The Company’s senior secured credit agreement, dated as of August 13, 2018, is comprised of (i) a principal amount of $ 250 million senior secured initial term loan facility for general corporate purposes, fully drawn on the closing date, issued at a discount of 0.25 % and which requires quarterly installments payable of 0.25 % of the principal amount and (ii) a $ 50 million senior secured revolving credit facility for general corporate purposes.

As of December 31, 2023 and 2022, (i) interest on initial term loans was based on synthetic LIBOR plus 2.50 % and LIBOR plus 2.50 %, respectively, and (ii) interest on the revolving credit facility was based on SOFR + 0.10 % or "Adjusted SOFR" plus 5.50 % (with Adjusted SOFR floor of 1 %) and LIBOR plus 2.25 %, respectively.

On September 4, 2020, a new $ 400 million principal amount of senior secured tranche B-1 incremental term loan facility was obtained for general corporate purposes under the senior secured credit agreement, which was drawn in full on that date.

On January 20, 2021, the senior secured credit agreement was further amended to, among other things, establish a new $ 200 million principal amount of senior secured tranche B-2 delayed-draw incremental term loan facility, with $ 50 million of loans thereunder permitted to be borrowed in each quarter in 2021, subject to certain conditions.

During the year ended December 31, 2021, $ 50 million of principal amount of loans were borrowed under the senior secured tranche B-2 term loan facility in each of the first three quarters of 2021 (aggregate of $ 150 million during such year).

On December 2, 2021, GBT Group Services B.V., a wholly-owned subsidiary of GBTG (the "Borrower") obtained commitments for $ 1,000 million principal amount of senior secured tranche B-3 term loan facilities.

Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, (i) establish the senior secured tranche B-3 term loan facilities under the senior secured credit agreement and (ii) amend certain covenants and certain other terms of the senior secured credit agreement.

Initial borrowings in a principal amount of $ 800 million were funded on such date under the senior secured tranche B-3 term loan facilities.

The Company borrowed the remaining $ 200 million of principal amount of senior secured tranche B-3 term loans in the second quarter of 2022.

The senior secured tranche B-3 term loan facilities (i) mature on December 16, 2026 and (ii) do not have any scheduled amortization payments prior to maturity (however, certain mandatory prepayment provisions in the senior secured credit agreement apply to such facilities, as described below).

Loans outstanding under the senior secured tranche B-3 term loan facilities accrued interest at a variable interest rate based on either LIBOR (subject to a 1.00 % LIBOR floor) or the “base rate” (as defined in the senior secured credit agreement), plus an applicable margin.

The applicable margin for loans under the senior secured tranche B-3 term loan facilities was initially 6.50 % per annum for LIBOR loans and 5.50 % per annum for base rate loans and, commencing with the test period ended December 31, 2022, varied with the total leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 5.00 % to 6.50 % per annum for LIBOR loans and 4.00 % to 5.50 % per annum for base rate loans.

Further, the Borrower paid $ 15 million of upfront fees for the commitments of the lenders under the senior secured tranche B-3 term loan facilities.

The Borrower also paid a fee of 3.00 % per annum on the actual daily unused commitments until the date such commitments were not drawn down.

Voluntary prepayments

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

and debt incurrence-related mandatory prepayments of the senior secured tranche B-3 term loans are subject to the prepayment premiums as set forth in the senior secured credit agreement.

On December 16, 2021, a portion of the proceeds from the initial borrowings under the senior secured tranche B-3 term loan facilities was applied to refinance and repay in full the outstanding principal amount of senior secured tranche B-1 and tranche B-2 term loans, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment, resulting in loss on early extinguishment of debt of $ 49 million.

Following such repayments, the senior secured tranche B-1 and tranche B-2 facility were terminated.

The balance of the proceeds from senior secured tranche B-3 term loan facility were used for transaction fees and costs and other general corporate purposes.

On January 25, 2023, the senior secured credit agreement was amended to provide for additional term loans, for general corporate purposes, in an aggregate principal amount equal to $ 135 million (the “tranche B-4 term loans”).

The tranche B-4 term loans have substantially the same terms as the existing loans under the senior secured credit agreement’s tranche B-3 term loan facility.

The tranche B-4 term loans (i) mature on December 16, 2026, (ii) are issued at a discount of approximately 3 %, and (iii) are to be repaid in full on the maturity date.

The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities.

The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility accrue interest at a variable interest rate based on Adjusted SOFR, plus a leverage-based margin ranging from 5.25 % to 6.75 % per annum, and loans under the senior secured revolving credit facility will accrue interest at a variable interest rate based on Adjusted SOFR plus a leverage-based margin ranging from 4.75 % to 6.25 % per annum.

Adjusted SOFR floor of 1.00 % applies to the tranche B-4 term loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility.

As of December 31, 2023 and 2022, interest on tranche B-3 term loans was based on Adjusted SOFR plus 6.00 % (with Adjusted SOFR floor of 1 %) and LIBOR plus 6.50 % (with a LIBOR floor of 1 %), respectively.

As of December 31, 2023, interest on tranche B-4 term loans was based on Adjusted SOFR plus 6.00 % (with Adjusted SOFR floor of 1 %).

The above amendment also extended the maturity of the senior secured revolving credit facility from August 2023 to September 2026, subject to a springing maturity provision.

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.

During each of the years ended December 31, 2023, 2022 and 2021, the Company repaid the contractual quarterly installment of $ 3 million of the principal amount of senior secured initial term loans.

At the option of the Borrower, upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused 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 (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on LIBOR/SOFR).

Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50 % (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured 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, (iii) 100 % of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50 % of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT UK TopCo Limited, a wholly-owned indirect subsidiary of GBTG (or a parent entity thereof).

The Company has determined that for the year ended December 31, 2023, it is neither required to make an excess cash flow payment in 2024 nor any payment is required under the mandatory prepayment clauses of the senior secured credit agreement.

The senior secured revolving credit facility has (i) a $ 30 million sublimit for extensions of credit denominated in certain currencies other than U.S.

Amended and Restated Senior Secured Credit Agreement

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”) which provides for a $ 1,400 million senior secured first lien term loan facility (the “Initial Term Facility”, and the loans thereunder, the “Initial Term Loans”) and a $ 360 million senior secured first lien revolving credit facility (the “Revolving Credit Facility”, and the loans thereunder, the “Revolving Loans”).

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 the Company's then existing senior secured credit agreement (the "Original Credit Agreement").

The A&R Credit Agreement amended and restated the Original Credit Agreement in its entirety.

The repayment of term loans under the Original Credit Agreement resulted in a loss on early extinguishment of debt of $ 38 million.

The Company 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.

The Initial Term Loans mature on July 26, 2031.

Principal amounts outstanding under the Initial Term Loans are required to be repaid on a quarterly basis, commencing March 31, 2025, at an amortization rate of 1.00 % per annum, with the balance due at maturity.

At the option of the Initial Borrower, amounts borrowed under the Initial Term Facility may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (i) a prepayment premium of 1 % of the principal amount of the Initial Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 (see note 25 - Subsequent Events ) and (ii) customary breakage costs in connection with certain prepayments of loans).

Further, subject to certain exceptions set forth in the A&R Credit Agreement, the Initial Borrower is required to prepay loans under the Initial 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 and commencing with the financial year ending December 31, 2025) 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.

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.

Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing conditions.

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.

As of December 31, 2023, the Company 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.

As of December 31, 2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility.

Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions.

The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period).

The effective interest rate on the senior secured term loans for the years ended December 31, 2023, 2022 and 2021 was approximately 11.5 %, 8.2 %, and 7.0 %.

Other borrowings primarily relate to finance leases and equipment sale and lease back transaction.

GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT JerseyCo, 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 facilities and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions).

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;

provided that such coverage test shall instead be calculated based on 70 % of Consolidated EBITDA (as defined in the senior secured credit agreement) 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.

general corporate purposes.

The Revolving Credit Facility matures on July 26, 2029.

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).

As of December 31, 2024, the Company had $ 360 million of availability under the Revolving Credit Facility.

The A&R Credit Agreement initially provided that the Initial 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.

dollars), or, at the Initial Borrower’s option, in the case of amounts denominated in U.S.

dollars,the Base Rate (as defined in the A&R Credit Agreement), plus, as applicable, a margin of (i) in the case of Initial Term Loans, 3.00 % per annum for SOFR-based Loans (or 2.00 % 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).

The SOFR floor is 0.00 % for Loans under the A&R Credit Agreement.

In February 2025, the Company entered into an amendment to the A&R Credit Agreement, reducing the margin on the Initial Term Loans by 50 basis points(see note 25 - Subsequent Events) .

As of December 31, 2024, 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 0.375 % per annum, with a single step-down to 0.25 % per annum upon an upgrade of the Initial Borrower’s debt rating from at least one of the specified credit rating agencies on or prior to the first anniversary of the closing of the pending Merger of CWT.

The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the A&R Credit Agreement.

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).

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.

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:

The A&R Credit Agreement contains various affirmative and negative covenants, which are similar to those set forth in the Original Credit Agreement, 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;

(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;

(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;

(vii) enter into transactions with affiliates and certain other permitted holders;

(vii) enter into transactions with affiliates;

(viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness;

(ix) make certain changes to a Loan Party’s entity classification for U.S.

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;

(x) enter into swap contracts;

and (xi) enter into certain burdensome agreements.

The senior secured credit agreement also 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.

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.

The senior secured credit agreement also contains an additional financial covenant applicable solely to the senior secured revolving credit facility.

After giving effect to the January 2023 amendment described above, such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured 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 senior secured revolving credit facility exceeds 35 % of the aggregate principal amount of the senior secured revolving credit facility.

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.

and (ix) enter into certain burdensome agreements.

The A&R Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the first lien net leverage ratio (calculated in a manner set forth in 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).

The A&R 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 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 as of December 31, 2024.

As of December 31, 2023, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement.

Events of Default

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.

As of December 31, 2023, no event of default existed under the senior secured credit agreement.

As of December 31, 2024, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the A&R Credit Agreement.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Events of Default

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.

As of December 31, 2024, no event of default existed under the A&R Credit Agreement.

Original Credit Agreement

As mentioned above, in connection with the effectiveness of the A&R Credit Agreement, the Company repaid in full the outstanding principal amounts under the Original Credit Agreement.

Under the Original Credit Agreement, 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 senior secured 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.

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.

As of December 31, 2023, (i) interest on each of tranche B-3 and tranche B-4 term loans was based on Adjusted SOFR plus 6.00 %, and (ii) interest on the revolving credit facility was based on Adjusted SOFR plus 5.50 %, respectively.

As of December 31, 2023, interest on the initial term loans under the Original Credit Agreement was based on synthetic LIBOR plus 2.50 %.

Improvement in the Company'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.

Further, under the Original Credit Agreement, the Company was 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.

As of December 31, 2023, the Company had utilized $ 7 million for letters of credit and had $ 43 million of availability under the revolving credit facility.

Interest on the senior secured credit facilities was payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period).

The Company's effective interest rate on its term loan borrowings, for the years ended December 31, 2024, 2023 and 2022 was approximately 8.9 %, 11.5 %, and 8.2 %.

Other borrowings primarily relate to finance leases and equipment sale and lease back transaction.

Amortization of Debt Discount and Debt Issuance Costs

8 unchanged sentences

Closing balance $ 24 $ 16 $ 17

During the year ended December 31, 2021, the Company wrote-off $ 13 million of unamortized debt discount and debt issuance costs as loss on extinguishment of debt upon the early repayment of outstanding principal amounts of senior secured tranche B-1 and tranche B-2 term loans as discussed above.

During the year ended December 31, 2024, the Company wrote-off $ 12 million of unamortized debt discount and debt issuance costs as loss on extinguishment of debt upon the early repayment of term loans under the Original Credit Agreement as discussed above.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Debt Maturities

3 unchanged sentences

2025 $ 14 $ 5 19

2025 234 2 236

2026 1,135 — 1,135

Thereafter 1,330 — 1,330

1,400 8 1,408

3 unchanged sentences

Defined Contribution Plan

The Company sponsors several country-specific defined contribution savings plans, which are tax qualified defined contribution plans that allow tax deferred savings by eligible employees to provide funds for their retirement.

The Company's employees in the U.S.

are eligible to participate in Company-sponsored defined contribution savings plans, which are qualified plans under the requirements of Section 401(k) of the Internal Revenue Code.

The Company also sponsors several country-specific defined contribution savings plans worldwide, which are generally tax qualified defined contribution plans that allow tax deferred savings by eligible employees to provide funds for their retirement.

Benefits are determined and funded regularly based on terms of the plans or as stipulated by local jurisdiction requirements.

The Company matches the contributions of participating employees on the basis specified by the plans.

The Company’s contributions for these plans were $ 31 million, $ 31 million and $ 20 million for the years ended December 31, 2023, 2022 and 2021, respectively.

The increase in defined contribution costs in 2022 was primarily due to the increased number of employees due to the Egencia acquisition.

The Company’s contributions for these plans, including statutory defined contribution plans, were $ 59 million, $ 58 million and $ 49 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Defined Benefit Plans

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Unfunded status $ 152 $ 179

The actuarial loss/(gain), net, of $ 24 million and $( 339 ) million for the years ended December 31, 2023 and 2022, respectively, is primarily attributable to changes in the discount rate in the respective years.

For the defined benefit obligation, the actuarial (gain) loss, net, of $( 49 ) million and $ 24 million for the years ended December 31, 2024 and 2023, respectively, is primarily attributable to changes in the discount rate in the respective years.

The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost (benefit) is as follows:

44 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

change in valuation of liabilities due to interest rate or inflation expectations is hedged up to approximately 70 % by the change in the fair value of assets).

To meet the current objective of hedging the risk of movement in liability, the scheme trustees have determined target allocation of 44 % of scheme assets to LDIs and 56 % to return-seeking investments and cash.

change in valuation of liabilities due to interest rate and/or inflation expectations is hedged up to approximately 75 % by the change in the fair value of assets).

To meet the current objective of hedging the risk of movement in liability, the scheme trustees have determined target strategic asset allocation of 44 % of scheme assets to LDIs and 56 % to return-seeking investments and cash.

Certain of the other defined pension plans in Europe invest fully in insurance contracts or collective pension foundation and do not have target assets allocations.

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Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity.

(19) Warrants

On October 12, 2022, GBTG completed its exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding public and private warrants.

At the time of the Exchange Offer, there were 39,451,067 warrants outstanding each having an exercise price of $ 11.50 per warrant.

Holders of the warrants that were tendered prior to the expiration of the Exchange Offer and Consent Solicitation received 0.275 shares of Common

Commitment and/or Contingency Related to the Merger Agreement

The Merger Agreement, as discussed in note 1 - Business Description and Basis of Presentation , contains certain termination rights for each of GBTG and CWT, including the failure of the merger to be consummated by January 24, 2025 (the “Drop Dead Date”), which may be extended at the option of GBTG or CWT to May 24, 2025 (the “Extended Drop

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock in exchange for each warrant tendered.

GBTG issued 10,444,363 shares of Common Stock in exchange for the warrants tendered in the Exchange Offer.

The Company also entered into the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”) and exercised its right under the Warrant Amendment to acquire and retire all remaining untendered warrants in exchange for shares of Common Stock at an exchange ratio of 0.2475 shares of Common Stock for each warrant (the “Mandatory Exchange”).

The Mandatory Exchange was settled on October 31, 2022, and GBTG issued an additional 364,147 shares of Common Stock.

Subsequent to the completion of the Mandatory Exchange, there are no warrants outstanding as of December 31, 2022.

Upon exchange of warrants for shares of Common Stock, the warrant liability of $ 59 million was extinguished and the amount credited to additional paid in capital.

Dead Date”) and subsequently extended to September 24, 2025 (the “Second Extended Drop Dead Date”), in each case, if all conditions to the closing, other than certain conditions relating to antitrust laws or foreign investment laws, have been satisfied or waived on or prior to such date.

If the Merger Agreement is terminated in certain instances for failure to consummate the merger by the Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 32 million.

If GBTG, but not CWT, extends the Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 33.5 million.

If GBTG, but not CWT, extends the Extended Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Second Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 35 million.

In January 2025, the Company and CWT amended the Merger Agreement whereby the "Drop Dead Date" was redefined to mean the earlier of March 17, 2025 and ten business days after the issuance of the United Kingdom's Competition and Markets Authority final report with respect to the Merger.

In January 2025, the U.S.

Department of Justice, filed suit in the U.S.

District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger.

On March 6, 2025, the Company received approval from the United Kingdom's Competition and Markets Authority to complete the Merger (see note 25 - Subsequent Events ).

(17) Earnout Derivative Liabilities

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These shares will be issued in tranches based on the following conditions:

(1) If the volume-weighted average share price (“VWAP”) of Common Stock equals or exceeds $ 12.50 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Common Stock to the holders with the contingent right to receive approximately 50 % of the earnout shares.

(1) If the volume-weighted average share price (“VWAP”) of Common Stock equals or exceeds $ 12.50 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022 (the "Closing Date"), then the Company is required to issue Common Stock to the holders with the contingent right to receive approximately 50 % of the earnout shares.

These earnout shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $ 12.50 .

(2) If the VWAP of the Common Stock equals or exceeds $ 15.00 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Common Stock to the holders with the contingent right to receive the remainder of the earnout shares.

These earnout shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to May 27, 2027 if the per share consideration in such transaction is at least $ 15.00 .

Further, in connection with the Business Combination Agreement, approximately 8 million shares of Common Stock issued to APSG Sponsor, L.P.

2 unchanged sentences

If the stock price thresholds mentioned above are not achieved during the five-year period from the reverse recapitalization date (assuming there is no change in control event), the earnout shares are forfeited for no additional consideration.

The earnout shares to employees are also linked to the vesting conditions of the GBTG stock options.

As a result, the Company accounted for such earnout shares as stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), and recognized stock compensation expense of $ 0 and $ 2 million during the years ended December 31, 2023 and 2022 in its consolidated statement of operations.

The earnout shares to stockholders are accounted under Accounting Standard Codification 815, “ Derivatives and Hedging ” (“ASC 815”).

2 unchanged sentences

With each such re-measurement, the earnout shares liability is adjusted to its fair value, with the change in fair value recognized in the Company’s consolidated statements of operations.

The fair value of the earnout shares is estimated using the Monte Carlo simulation of the stock prices based on its historical and implied market volatility along with that of a peer group of companies (see note 25 – Fair Value Measurements ).

As of December 31, 2023, the fair value of the earnout shares liability was $ 77 million.

The Company recognized a gain on the fair value change in earnout shares liability of $ 13 million and $ 10 million in its consolidated statement of operations for the years ended December 31, 2023 and December 31, 2022, respectively.

The fair value of the earnout shares is

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

estimated using the Monte Carlo simulation of the stock prices based on its historical and implied market volatility along with that of a peer group of companies (see note 22 – Fair Value Measurements ).

As of December 31, 2024 and December 31, 2023 , the fair value of the earnout shares liability was $ 133 million and $ 77 million, respectively.

The Company recognized a (loss) gain on the fair value change in earnout shares liability of $( 56 ) million, $ 13 million and $ 10 million in its consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022, respectively.

(18) Equity-Based Compensation

Management Incentive Plan

In May 2022, GBTG adopted the Global Business Travel Group, Inc.

Management Incentive Plan (the “GBTG MIP”) which superseded the GBT JerseyCo Management Incentive Plan, as amended and restated from time to time with the last amendment being on December 2, 2021 (the “Legacy GBT MIP”).

Further, all options granted under the Legacy GBT MIP (“GBT Legacy MIP Options”) that were outstanding at the closing of the Business Combination, whether vested or unvested, were converted into options to purchase shares of Common Stock under the terms and conditions of the GBTG MIP ("GBTG Options").

The outstanding GBT Legacy MIP Options were converted using the same exchange ratio as was used to convert the then-existing GBT JerseyCo shares to new classes of shares under the Business Combination.

The exercise price of the GBT Legacy MIP Options was accordingly adjusted.

Generally, the vesting and forfeiture terms of the GBTG Options continued to be the same as provided under the Legacy GBT MIP under which they were granted.

Under the GBTG MIP, all unexercised GBTG Options, whether vested or unvested, expire on the tenth anniversary of their grant date, unless earlier cancelled, such as in connection with a termination of employment.

GBTG Options generally vest ratably in annual installments over a three or five year vesting period (i.e.

one-third annually for a three year vesting period or 20 % annually over a five year vesting period).

There are no performance conditions associated with the vesting of the GBTG Options.

The exercise price of GBTG Options is the fair market value of the shares subject to the award, determined as of the date of grant.

In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding GBTG Options for restricted share units (“RSUs”) under the Global Business Travel Group, Inc.

2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as set out in the exchange offer.

The exchange offer also required mandatory exercise of in-the-money stock options granted prior to December 1, 2021, by individuals who participated in the exchange offer.

The exchange offer expired on January 26, 2023.

Pursuant to the terms of exchange offer:

• 10,088,754 stock options were cancelled,

• 2,699,885 stock options were automatically exercised on a cashless basis and

• 4,817,144 RSUs were granted under the 2022 Plan.

The RSUs generally vest one-third on each of the first three anniversaries of the grant date, subject to continued employment by the participant through the applicable vesting date and are subject to such other terms and conditions as set forth in the applicable RSU award agreement.

Simultaneously with the closing of the exchange offer, certain individuals who were ineligible to participate in the exchange offer exercised an aggregate of 2,059,984 stock options and were granted an aggregate amount of 1,344,935 RSUs under the 2022 Plan as approved by the compensation committee.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the activity of the Company's stock options for the year ended December 31, 2023:

The table below presents the activity of the Company's stock options, granted under Global Business Travel Group, Inc.

Management Incentive Plan (the “GBTG MIP”), for the year ended December 31, 2024:

Number of stock

7 unchanged sentences

Balance as of December 31, 2023 19,589,907 $ 6.99

Cancelled pursuant to exchange offer ( 10,088,754 ) $ 10.36

( 6,251,516 ) $ 5.86

( 1,262,415 ) $ 7.87

Forfeited ( 153,113 ) $ 13.68

Balance as of December 31, 2024 13,338,391 $ 7.52

Exercisable as of December 31, 2024 13,338,391 $ 7.52 2.9 $ 28

Expected to vest as of December 31, 2023 1,170,752 $ 10.27 7.8 —

The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were executed on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates.

Total payment for the employees’ tax obligations to taxing authorities was $ 2 million and is reflected as a financing activity within the consolidated statements of cash flows.

The fair value of GBTG Options is determined utilizing Black-Scholes model.

Total shares withheld to cover the stock option costs and taxes were 2,089,662 shares and were based on the value of the shares on their respective exercise dates.

Total payment for the employees’ tax obligations to taxing authorities was $ 2 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows.

The fair value of GBTG Options were determined utilizing Black-Scholes model.

There were no stock options granted in 2024, 2023 or 2022.

The weighted average grant-date fair value of the GBTG Options granted in 2021 was $ 3.02 per option.

The key assumptions used in the valuation of these options are presented in the table below.

Assumption 2021

Annual risk-free interest rate 1.15 %

Equity volatility 29 %

Expected average life of options 6 years

Dividend yield —

The annual risk-free interest rate is determined by considering the U.S.

treasury yield risk-free interest rate that corresponds with the expected term of the award.

The expected volatility was determined by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the awards.

The expected term was based on the average period the stock-based awards are expected to remain outstanding.

Dividend yield of zero was determined as the Company did not intend to pay any dividends.

2022 Equity Incentive Plan

In May 2022, GBTG stockholders approved the 2022 Plan under which, a maximum of 47,870,291 shares of Common Stock are available for issuance which is also the maximum number of shares that may be issued in respect of incentive stock options (“Share Reserve”).

The Company has Global Business Travel Group, Inc.

2022 Equity Incentive Plan (the “2022 Plan”) under which, a maximum of 47,870,291 shares of Common Stock are available for issuance which is also the maximum number of shares that may be issued in respect of incentive stock options (“Share Reserve”).

Under the 2022 Plan, GBTG may issue options, stock appreciation rights, restricted and performance stock, restricted stock units or performance stock units, or other awards that are payable in, or valued in, in whole or part by reference to GBTG shares.

2 unchanged sentences

Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added back to the number of shares available for grant under the 2022 Plan.

Shares issued under the 2022 Plan may, at the election of the board of

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

directors of GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG.

During the year ended December 31, 2023, the Company granted 19 million RSUs (including RSUs granted as part of the stock option exchange offer discussed above) under the 2022 Plan to certain of its key employees and directors (who are deemed as employees of the Company solely for purposes of stock compensation accounting).

The RSUs generally vest one-third annually or on such dates as determined under the award agreement and have a vesting period of 12 months to 36 months from the grant date.

Shares issued under the 2022 Plan may, at the election of the board of directors of GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG.

During the year ended December 31, 2024, the Company granted 12 million RSUs under the 2022 Plan to certain of its key employees and directors (who are deemed as employees of the Company solely for purposes of stock compensation accounting).

The RSUs generally vest one-third annually or on such dates as determined under the award agreement.

The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement.

The RSUs do not accrue dividends or dividend equivalent right associated with the underlying stock.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2024:

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The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities.

A total of 1,624,893 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the closing stock price of the Common Stock.

Total payment for the employees’ tax obligations to taxing authorities was $ 12 million and is reflected as a financing activity within the consolidated statements of cash flows.

A total of 4,191,532 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the Company's closing stock price.

Total employees’ tax obligations to taxing authorities was $ 26 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows.

The fair value of RSUs is determined to be the market price of Common Stock at the date of grant.

There were no RSUs granted in 2021.

The weighted average grant-date fair value of the RSUs granted in 2022 was $ 7.56 per RSU.

The weighted average grant-date fair value of the RSUs granted in 2023 and 2022 was $ 6.63 and $ 7.56 per RSU, respectively.

Earnout Shares

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On January 1 of each year during which the ESPP is in effect, the number of shares of Common Stock available for purchase under the ESPP will be automatically increased by the lesser of (x) the Initial ESPP Reserve, (y) 1 % of the number of shares of all classes of common stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis) and (z) such lesser number of shares as the GBTG Board may determine.

As of December 31, 2024, there were 8.9 million shares available for issuance under the ESPP.

During the year ended December 31, 2024, 1,437,375 shares were issued under the ESPP.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2023, there were 10.3 million shares available for issuance under the ESPP.

During the year ended December 31, 2023, 775,338 shares were purchased under the ESPP.

Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 amount to $ 77 million, $ 75 million and $ 39 million, respectively, ($ 60 million, $ 57 million and $ 31 million after considering the tax impact) and were included as follows:

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Total $ 77 $ 75 $ 39

As of December 31, 2023, the Company expects compensation expense, related (i) to unvested stock options of approximately $ 2 million to be recognized over the remaining weighted average period of 1 year and (ii) unvested RSUs of approximately $ 103 million to be recognized over the remaining weighted average period of 1.8 years.

As of December 31, 2024, the Company expects compensation expense, related to unvested RSUs of approximately $ 92 million to be recognized over the remaining weighted average period of 2 years.

As of December 31, 2024, there are no unvested stock options remaining.

(19) Shareholders’ Equity

GBTG’s authorized capital stock consists of:

(i) 3,000,000,000 shares of Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock” or the "Common Stock"), of which 467,092,817 shares are issued and outstanding as of December 31, 2023;

(ii) 3,000,000,000 shares of Class B common stock, par value $ 0.0001 per share (the “Class B Common Stock”), none of which is issued and outstanding as of December 31, 2023 (see note 1 - Business Description and Basis of Presentation );

(i) 3,000,000,000 shares of Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock” or the "Common Stock"), of which 470,904,677 shares are outstanding as of December 31, 2024;

(ii) 3,000,000,000 shares of Class B common stock, par value $ 0.0001 per share (the “Class B Common Stock”), none of which are issued and outstanding as of December 31, 2024 (see note 7 - Certain Corporate Transactions );

(iii) 6,010,000,000 shares of preferred stock, par value of $ 0.00001 per share, none of which are issued and outstanding as of December 31, 2024.

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Holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, dividends and other distributions when, as, and if declared by the GBTG Board out of legally available funds, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or loan agreements.

Further, in the case of the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A Common Stock will be entitled to receive, ratably on a per share basis with other holders of Class A Common Stock (subject to the nominal economic rights of holders of the Class B Common Stock), the Company’s remaining assets available for distribution to stockholders.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

of Class A Common Stock (subject to the nominal economic rights of holders of the Class B Common Stock), the Company’s remaining assets available for distribution to stockholders.

Other rights:

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The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by parties to the Exchange Agreement (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to the Company in exchange for the issuance by GBTG to such owners of shares of Class A Common Stock (a “direct exchange”).

On July 10, 2023, the Continuing JerseyCo Owners exercised their rights under the Exchange Agreement, resulting in the transfer of all such Continuing JerseyCo Owner's GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owner of an equal number of shares of Class A Common Stock and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation ).

Preferred Stock

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Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock.

During the year ended December 31, 2022, the Company issued 1,500,000 preferred shares, in equal proportion to Amex Coop ad Juweel, for a total consideration of $ 150 million and accrued dividend of $ 10 million.

The Company further accrued dividend of $ 8 million for the period from January 1, 2022 to May 27, 2022.

Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of its then issued and outstanding

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

preferred shares, including dividends accrued thereon, amounting to $ 168 million.

During the year ended December 31, 2022, upon closing of the Business Combination, GBT JerseyCo redeemed, in full, the outstanding amount of its then issued and outstanding preferred shares, including dividends accrued thereon, amounting to $ 168 million.

Upon redemption, all of the preferred shares were cancelled.

Distributions

The Company paid cash of $ 1 million during the year ended December 31, 2021 in relation to accrued capital distribution to cover certain administrative costs of GBT JerseyCo’s to its then existing shareholders.

There were no such distributions to shareholders during the years ended December 31, 2023 and 2022.

There were no distributions to shareholders during the years ended December 31, 2024, 2023 and 2022.

Registration Rights Agreement

In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time.

In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of Apollo Strategic Growth Capital’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time.

Sponsor Side Letter

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related Unrealized gain on

cash flow hedge and

hedge of investments

in foreign subsidiary Total accumulated

cash flow hedge Total accumulated

other comprehensive

Balance as of December 31, 2021 ( 34 ) ( 128 ) — ( 162 )

Net changes during the year, net of tax expense

( 15 ) 32 — 17

Balance as of December 31, 2021 ( 38 ) ( 128 ) 4 ( 162 )

Net changes prior to reverse recapitalization, net of tax benefit ( 59 ) — 12 ( 47 )

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Allocated to non-controlling interest ( 16 ) 1 1 ( 14 )

Re-classed from non-controlling interest upon corporate simplification transaction (see note 1) ( 63 ) ( 27 ) 27 ( 63 )

Re-classed from non-controlling interest upon corporate simplification transaction ( 59 ) ( 27 ) 23 ( 63 )

Balance as of December 31, 2023 ( 52 ) ( 63 ) 12 ( 103 )

The tax benefit (expense) for net changes during the year relates to defined benefit pension plans and amount to $ 11 million, $( 30 ) million and $ 10 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Net changes during the year, net of tax benefit

( 52 ) 4 5 ( 43 )

Balance as of December 31, 2024 $( 104 ) $( 59 ) $ 17 $( 146 )

The tax (expense) benefit for net changes related to (i) defined benefit pension plans was less than $( 1 ) million, $ 11 million and $( 30 ) million for the years ended December 31, 2024, 2023 and 2022, respectively and (ii) unrealized gain on cash flow hedges was $( 7 ) million for the year ended December 31, 2024.

Amounts in accumulated other comprehensive loss are presented net of the related tax impact.

Reclassifications out of accumulated other comprehensive losses related to amortization of (i) actuarial losses and prior service costs (component of net periodic pension cost (benefit)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations.

Share Repurchase

In August 2024, pursuant to a share repurchase agreement, GBTG repurchased 8 million shares of Class A common stock from a shareholder, in a privately negotiated transaction, at a purchase price of approximately $ 6.85 per share, or $ 55 million in aggregate.

The shares repurchased are held as treasury shares, measured at cost based on the amount paid to repurchase the shares and is presented as a reduction of equity on the Company's consolidated balance sheets.

In October 2024, the GBTG's Board authorized the Company's management to repurchase shares of the Company’s Class A common stock through December 31, 2027 in an amount not to exceed $ 300 million.

Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of the Company's Class A common stock by means of open market transactions, privately negotiated transactions, and/or by other means deemed appropriate or advisable by Company management.

The timing, manner, price and amount of any repurchases will be subject to the Company's discretion and depend on a variety of factors, including the market price of the Company’s Class A common stock, general market and economic conditions, regulatory requirements and other business considerations.

The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its Class A common stock under the program.

As of December 31, 2024, no shares have been repurchased under the share repurchase program and $ 300 million remains available to be utilized under the share repurchase program.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(20) Loss per share

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Additionally, dividends accrued on earnout shares, if any, will be forfeited if the pricing thresholds for earnout shares are not met during the specified time period.

The Company’s basic loss per share for the year ended December 31, 2022 is based on results for the period from the date of the Business Combination, May 27, 2022 to December 31, 2022, the period where the Company had loss

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

attributable to Class A Common Stock stockholders.

The Company’s diluted loss per share for the year ended December 31, 2022 is based on the results of operations for the year.

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The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these consolidated financial statements as it did not represent equity structure post Business Combination transaction.

As the Company has incurred net loss during the years ended December 31, 2023 and 2022, the Company has excluded (i) 20 million of stock options and 24 million of RSUs for the year ended December 31, 2023 and (ii) 36 million of stock options and 11 million of RSUs for the year ended December 31, 2022, from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share.

As the Company has incurred net loss during the years ended December 31, 2024, 2023 and 2022, the Company has excluded (i) 13 million of stock options and 25 million of RSUs for the year ended December 31, 2024 (ii) 20 million of stock options and 24 million of RSUs for the year ended December 31, 2023 and (iii) 36 million of stock options and 11 million of RSUs for the year ended December 31, 2022, from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share.

The following table reconciles the numerators and denominators used in the computation of basic and diluted loss per share from continuing operations:

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(in $ millions, except share and per share data) 2024 2023 2022

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The Company does not offset derivative assets and derivative liabilities within the consolidated balance sheets.

Interest Rate Swap

Interest Rate Swaps

The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates.

The Company has interest rate risk primarily related to its senior secured term loans under the senior secured credit agreement, which bear interest at a variable rate that is currently based on synthetic LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable).

In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, GBT Group Services B.V., a wholly-owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans:

Until July 26, 2024, the Company had interest rate risk primarily related to its senior secured term loans under the Original Credit Agreement, which bore interest at a variable rate that was based on synthetic LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable).

Upon refinancing in July 2024, the Company has interest rate risk primarily related to its Term Loans (see note 13 - Long-term Debt ) which bear interest at a variable rate based on SOFR (subject to certain benchmark replacement provisions and an interest rate floor).

In order to protect against potential higher interest costs resulting from anticipated increases in the variable rates, the Company, from time-to-time, has entered into interest rate swap contracts (discussed below) that fixed the benchmark interest rate with respect to a portion of its variable rate debt.

In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge.

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Upon termination of February 2022 interest rate swap contract, the Company realized $ 23 million in cash.

Under ASC 815, the Company determined that the total amount of $ 23 million credited to the accumulated other comprehensive income will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period.

As a result, during the years ended December 31, 2023 and December 31, 2022, the Company has reclassified $ 8 million and $ 4 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statements of operations.

Under ASC 815, Derivatives and Hedging, the Company determined that the total amount of $ 23 million credited to the accumulated other comprehensive loss will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period.

The terms of $ 600 million notional amount of interest rate swap entered into in June 2022 was initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023.

In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856 % to 3.6800 %.

The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680 %.

In February 2023, the Company entered into another interest rate swap contract for a notional amount of $ 300 million, maturing in March 2027.

The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90 %, and pay fixed rate of 4.295 %.

Warrants and Earnout Shares

The terms of the agreement required the Company to receive a variable rate of three months SOFR, with a floor of 0.90 %, and pay fixed rate of 4.295 %.

Both the interest rate swaps were designated as cash flow hedges that were highly effective at offsetting the increases in cash outflows resulting from increased variable rates over the fixed rates under the swap contracts.

The Company terminated both the interest rate swap contracts in September 2024 and made a payment to the counter-party of $ 4 million, in cash, representing the fair value of the contracts on the termination date.

The Company simultaneously entered into two new interest rate swap agreements with the following terms:

Notional Amount

(in $ millions) Period Fixed Interest Rate

$ 400 September 2024 to July 2028 3.242 %

$ 500 September 2024 to July 2029 3.226 %

Under ASC 815, the fair value loss of the terminated interest rate swaps of $ 4 million recorded in accumulated other comprehensive loss will be proportionately included as interest expense, in the consolidated statement of operations until March 2027 as the interest payments are made over this period.

Further, the Company has determined that the new interest rate swap contracts will be designated as cash flow hedges that are highly effective at offsetting the increases in cash outflows when three-month SOFR exceeds respective fixed rates under the contracts.

Changes in the fair value of the interest rate swaps, net of tax, are recognized in other comprehensive income (loss) and are reclassified out of accumulated other comprehensive income (loss) and into interest expense when the hedged interest obligations affect earnings.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cross Currency Interest Rate Swaps and Net Investment Hedges

In August 2024, the Company entered into a fixed-to-fixed cross currency interest rate swap ("CCS") contract.

Under the CCS, the Company will receive fixed interest at 7.5 % per annum on a USD notional amount of $ 263 million and will pay fixed interest of 6.527 % per annum on Euro ("EUR") notional amount of € 240 million.

Notional amounts in the respective currencies are deemed to be exchanged at the beginning and end of the swap period.

The swaps maturity date is July 26, 2029.

Interest settlements under the CCS occur semi-annually in January and July of each year, commencing on January 26, 2025, and ending on July 26, 2029.

In December 2024, in order to benefit from lower market interest rates, the Company terminated the above CCS and simultaneously entered into a new CCS contract.

Under the new contract, the Company will receive fixed interest at 7.5 % per annum on a USD notional amount of $ 251 million and will pay fixed interest of 5.6390 % per annum on EUR notional amount of € 240 million.

All other terms of December 2024 CCS remained the same as August 2024 CCS.

As a result of the termination of August 2024 CCS the Company received $ 1 million in cash proceeds towards accrued interest and fair value of terminated CCS.

The Company has designated these CCS contracts as a net investment hedge, hedging foreign exchange translation risk related to a portion of its investments in EUR functional currency denominated subsidiaries on an after-tax basis.

The Company has elected the spot method for measuring hedge effectiveness.

As a result, the change in the fair value of CCS attributable to the changes in the spot rates are recorded in the cumulative translation adjustment (CTA) section of other comprehensive income (loss).

The initial value of the excluded components are recognized in interest expense under a systematic and rational method in accordance with ASC 815.

Any difference between the change in fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are also reported in the CTA section of other comprehensive income (loss).

Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expense” on the Company's consolidated statements of operations.

Earnout Shares and Warrants

As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 17 – Earnout Derivative Liabilities ).

1 unchanged sentence

The non-employee earnout shares are classified as derivative liabilities under ASC 815 and are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2024, the number of non-employee earnout shares, including the Sponsor Shares, issued and outstanding were approximately 23 million.

10 unchanged sentences

Earnout derivative liabilities $ ( 133 ) $ ( 77 )

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

9 unchanged sentences

$ 21 $ ( 8 ) 32 NA — — —

Interest rate swap reclassed to consolidated statements of operations

( 8 ) ( 4 ) — Interest expense $ 8 $ 4 —

Interest rate swap re-classed to consolidated statements of operations ( 9 ) ( 8 ) ( 4 ) Interest expense $ 9 $ 8 4

Derivatives not designated as hedging instruments

2 unchanged sentences

Warrants — — — Fair value movement on earnout and warrant derivative liabilities — — ( 2 )

The total net gain of $ 8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months.

$ ( 47 ) $ 21 12

As of December 31, 2024, the fair value of CCS and the amount recognized in accumulated other comprehensive loss was less than $ 1 million.

As of December 31, 2024, the Company expects less than $ 1 million of gain on the interest rate swap contracts to be reclassified from accumulated other comprehensive loss to net earnings as a credit to interest expense within the next 12 months.

G LOBAL BUSINESS TRAVEL GROUP, INC.

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Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as discussed and outlined in note 2 - Summary of Significant Accounting Policies - Fair Value Measurements .

As of December 31, 2023, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swap and non-employee earnout shares.

The fair value of the Company’s interest rate swap has been calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward SOFR curves and the counterparty’s credit risk, which was determined to be not material.

As of December 31, 2024, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swaps, cross currency interest rate swaps and non-employee earnout shares.

The fair value of the Company’s interest rate swaps is primarily calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward SOFR curves and the counterparty’s credit risk, which was determined to be not material.

The fair value of the Company’s cross currency interest rate swaps is calculated by using discounted cash flows of the contracts using market observable inputs including currency spot and forward rates of the underlying currencies.

The fair value of non-employee earnout shares is determined using Monte Carlo valuation method.

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Non-employee earnout shares Level 3 ( 133 ) ( 77 )

The fair value of earnout shares (both employee and non-employee) was estimated using the Monte Carlo method.

As of December 31, 2024, the fair value of CCS liability was less than $ 1 million.

The fair value of earnout shares was estimated using the Monte Carlo method.

Inherent in the Monte Carlo method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield.

18 unchanged sentences

Earnout Shares

As of date of Business Combination - May 27, 2022 $ 100

Balance as of December 31, 2022 $ 90

Change in fair value ( 13 )

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Value Carrying amount ⁽¹⁾ Fair

Senior secured initial term loans Level 2 $ 234 $ 236 $ 235 $ 220

Senior secured term loans - amended and restated Level 2 $ 1,376 $ 1,405 $ — $ —

Senior secured initial term loans - original Level 2 $ — $ — $ 234 $ 236

Senior secured tranche B-3 term loans Level 3 $ — $ — $ 990 $ 1,013

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The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates.

Commercial and Operating Agreements

The Company has various commercial agreements with the affiliates of Amex Coop.

In respect of such agreements, included in the operating costs are costs of approximately $ 32 million, $ 24 million and $ 10 million for the

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

years ended December 31, 2023, 2022 and 2021, respectively.

Commercial Agreements

The Company has various commercial agreements with the affiliates of Amex Coop.

In respect of such agreements, included in the operating costs are costs of approximately $ 38 million, $ 32 million and $ 24 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Revenues also include revenue from affiliates of Amex Coop of approximately $ 9 million, $ 27 million and $ 21 million for the years ended December 31, 2024, 2023 and 2022, respectively.

Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2023 and December 31, 2022, were $ 25 million and $ 24 million, respectively.

Amounts receivable from affiliates of Amex Coop under these agreements was $ 15 million as of both December 31, 2023 and December 31, 2022.

Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2024 and December 31, 2023, was $ 12 million and $ 25 million, respectively.

Amounts receivable from affiliates of Amex Coop under these agreements was $ 2 million and $ 15 million as of December 31, 2024 and December 31, 2023, respectively.

The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022.

An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBTG’s business clients with access to Expedia group hotel content (the “EPS Agreement”).

An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group hotel content (the “EPS Agreement”).

As a result of the above agreement, the Company recognized revenue of $ 194 million, $ 176 million and $ 130 million for the years ended December 31, 2024, 2023 and 2022, respectively.

As of December 31, 2024 and 2023, the Company had a $ 44 million and $ 20 million receivable from the affiliate of Expedia, respectively.

GBT Travel Services UK Limited (“GBT UK”), an indirect wholly-owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a Transition Services Agreement with Expedia, Inc.

GBT Travel Services UK Limited (“GBT UK”), an indirect wholly-owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a Transition Services Agreement (as amended from time to time) with Expedia, Inc.

(the “Egencia TSA”), pursuant to which Expedia, Inc.

(an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBT.

The initial term of the Egencia TSA is 18 months.

The initial term of each service is set forth in the Egencia TSA, and the term of certain services is subject to extension under certain circumstances.

GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc.

For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in the same manner as pricing for such services was historically determined by Expedia, Inc.

For services that were not provided by Expedia, Inc.

to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services.

(an affiliate of Expedia) and its affiliates provided certain transition services through April 30, 2024 to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBT.

On May 1, 2024, the parties entered into an Operating Agreement whereby the affiliate of Expedia would continue to provide certain operational services in support of the Egencia business for up to eighteen months .

For the years ended December 31, 2024, 2023 and 2022, the total cost charged to the Company was approximately $ 14 million, $ 24 million and $ 34 million that was included in the Company’s consolidated statements of operations.

1 unchanged sentence

of $ 3 million and $ 3 million, respectively.

Further, as of December 31, 2023 and 2022, Egencia had a net receivable of $ 5 million and $ 4 million, respectively, from Expedia on account of net cash settled on behalf of or on Egencia’s behalf by Expedia during the respective years.

Further, as of December 31, 2024 and 2023, Egencia had a net receivable of $ 0 and $ 5 million, respectively, from Expedia on account of net cash settled on behalf of or on Egencia’s behalf by Expedia during the respective years.

During the year ended December 31, 2022, the Company recognized a charge of $ 19 million in its consolidated statements of operations for a loss contingency as it became probable that the Company will pay the amount to Expedia for a contingent event that existed as of the Egencia acquisition date.

1 unchanged sentence

As of December 31, 2024 and December 31, 2023, the Company has $ 7 million and $ 11 million, respectively, that remained payable to Expedia in respect of this loss contingency.

License of American Express Marks

License of American Express Trademarks

Effective upon closing of the Business Combination in May 2022, GBT UK entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”).

1 unchanged sentence

Exchange Agreement

See note 8 - Reverse Recapitalization for further discussion of the Exchange Agreement.

See note 7 - Certain Corporate Transactions for further discussion of the Exchange Agreement.

Shareholders Agreement

15 unchanged sentences

Certares Management Corp.

(“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of approximately $ 0 , $ 1 million and $ 2.5 million were incurred for the years ended December 31, 2023, 2022 and 2021, respectively.

As of December 31, 2023 and 2022, the Company had $ 0 and $ 5 million as amounts payable to Certares under this agreement.

(“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company for which fees of approximately $ 1 million were incurred for the year ended December 31, 2022.

This agreement terminated upon the closing of the Business Combination.

Loan to equity affiliate

During the year ended December 31, 2023, the Company provided a loan of $ 5 million to one of its equity affiliates of which $ 2 million is receivable in the next twelve months.

As of December 31, 2023, the Company had a loan receivable of $ 5 million from one of its equity affiliates which was received in June 2024.

(24) Segment Information

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All significant operating decisions are based on analysis of the Company as a single global business.

For the year ended December 31, 2023, the Company has determined it has two operating segments, Business Travel and Egencia that have been aggregated and presented as one reportable segment due to their similar economic characteristics, nature of services provided, type of customers, methods used to provide services and regulatory environment.

The financial measures which the Company’s CODM uses to evaluate the performance of the Company are net revenue and Adjusted EBITDA, which is defined as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes, and depreciation and amortization and further excluding costs that management believes are non-core to the underlying business of the Company including restructuring costs (including charges related to facilities consolidation), integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, certain corporate costs, fair value movement on certain earnout and warrant derivative liabilities, foreign currency gains (losses), non-service components of net periodic pension cost (benefit) and gains (losses) on disposal of business.

For the year ended December 31, 2024, the Company has determined it has one operating and reporting segment.

The financial measures which the Company’s CODM uses to evaluate the performance of the Company are revenue and consolidated net income (loss).

The CODM also regularly reviews revenue by transaction type – Travel Revenue and Products and Professional Services Revenue (see note 3 – Revenue from Contracts with Customers ).

The table below sets forth information about reported segment revenue, significant segment expenses, other segment items and consolidated net loss.

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company maintains operations in the United States, United Kingdom and other international territories.

Year ended December 31,

(in $ millions) 2024 2023 2022

Revenue $ 2,423 $ 2,290 $ 1,851

Adjusted cost of revenue (b)

$ 962 957 830

Adjusted sales and marketing (b)

$ 378 363 320

Adjusted technology and content (b)

$ 420 395 377

Adjusted general and administrative (c)

$ 188 195 218

Total adjusted cost and expenses $ 1,948 $ 1,910 $ 1,745

Share of income (loss) from equity-method investments $ 3 $ — $ ( 3 )

Less other segment items:

Interest income $ 6 1 —

Interest expense $ ( 115 ) ( 141 ) ( 98 )

Loss on early extinguishment of debt ( 38 ) — —

Depreciation and amortization $ ( 178 ) ( 194 ) ( 182 )

$ ( 287 ) $ ( 182 ) $ ( 52 )

Net loss $ ( 134 ) $ ( 136 ) $ ( 229 )

(a) The significant expense categories and amounts align with the information that is regularly provided to the CODM.

(b) Excludes primarily non-cash equity-based compensation and related employer taxes.

(c) Excludes primarily non-cash equity-based compensation and related employer taxes, restructuring costs related to facilities consolidation, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, certain corporate costs.

(d) Relates primarily to restructuring, exit and other related charges, integration costs, mergers and acquisitions, equity based compensation and related employer taxes, fair value movement of earnout and warrant derivative liabilities, provision for (benefit from) income taxes, foreign currency gains (losses) and non-service components of net periodic pension cost (benefit).

The table below presents the Company’s revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location:

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Year ended December 31, 2022 $ 672 $ 687 $ 492 $ 1,851

(in $ millions) United States United Kingdom France All other countries Total

Long-lived assets

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As of December 31, 2022 $ 123 $ 68 $ 41 $ 44 $ 276

G LOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The geographical determination of revenue is based on the jurisdiction of the legal entity contracting with the customer.

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Similarly, no single customer accounted for 10 percent or more of the accounts receivable balance as of December 31, 2024 and 2023.

(25) Subsequent Events

Amendment to A&R Senior Secured Credit Agreement

On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No.

1”) to its A&R Credit Agreement to reprice the term loans outstanding under the Original Credit Agreement.

After giving effect to Amendment No.

1, the interest rate margin applicable to the repriced term loans (the “Repriced Term Loans”) reduced by 0.50 %.

The Repriced Loans will bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the A&R Credit Agreement, as amended the Amendment No.

1), plus, as applicable, a margin of 2.50 % per annum for SOFR-based Repriced Term Loans (or 1.50 % per annum for Base Rate-based Repriced Term Loans).

Except as noted above, the Repriced Term Loans have substantially the same terms as the previously existing term loans under the A&R Credit Agreement.

At the option of the Initial Borrower (upon prior written notice), the Repriced Term Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1 % 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).

Further, in January 2025, the U.S.

Department of Justice, filed suit in the U.S.

District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger.

On March 6, 2025, the Company received approval from the United Kingdom's Competition and Markets Authority to complete the Merger.

Interest Rate Swaps

In January 2025, the Company terminated its interest rate swap derivative contracts and received $ 31 million, in cash, representing the fair value of the contracts on the termination date.

The Company simultaneously entered into two new interest rate swap derivative contracts with similar terms as the terminated interest rate swap derivative contracts, except that the terms of the agreements requires the Company to receive a variable rate of three months U.S.

SOFR and pay a fixed rate of 4.2075 % for $ 400 million notional rate contract and 4.209 % for $ 500 million notional rate contract.

GLOBAL BUSINESS TRAVEL GROUP, INC.

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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.

What changed 10-K

Item 9A. Controls and Procedures