GBTG filing — read by section

Item 1. Business

Item 1. Business 
 Overview 
 American Express Global Business Travel, which is operated by Global Business Travel Group, Inc., a Delaware corporation, ("Amex GBT") is a leading software and services company for travel, expense, and meetings & events. We have built one of the most valuable marketplaces in travel with comprehensive and competitive content. We offer a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries. Our solutions deliver savings, flexibility and service from a brand our customers can trust - Amex GBT. We also give our supplier partners efficient access to our customers around the world. 1 
 During the year ended December 31, 2024, we generated total transaction value ("TTV") of approximately $30.5 billion, resulting in revenues of $2.42 billion, net loss of $134 million, and Adjusted EBITDA of $478 million. See “ Part II, Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations — Key Operating and Financial Metrics — Non-GAAP Financial Measures ” for additional information about our non-GAAP measures and a reconciliation to the most directly comparable financial measures calculated in accordance with generally accepted accounting principles, consistently applied ("GAAP"). 
 The global Amex GBT marketplace brings together all parts of the Amex GBT ecosystem including our proprietary technology, expert servicing, supplier relationships and expert people. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our customers, delivering access to extensive and competitive content, including exclusive negotiated content. Some customers choose to build their own program, working closely with us to combine the latest in travel technology with customized service options. Whatever the customer's needs and approach to travel and expense, our solutions deliver savings, flexibility, and service from a brand they can trust. 
 Within the Amex GBT marketplace, our five travel solutions are designed to match each customer's needs. No matter which solution a customer chooses, they will have access to: 
 • Relationship managers with industry expertise and in-depth understanding of travel and expense. 
 • Service across all channels worldwide. 
 • Data and analytics to manage their travel programs, drive cost efficiency, deliver duty of care and transparency to their carbon impact. 
 • Industry specialization for sectors requiring tailored and bespoke features, service and benefits. 
 • Heightened Bank Holding Company ("BHC") level compliance, proactive risk management across all risk pillars, and governance and controls delivering leading cybersecurity, data protection and third party oversight programs. 
 Customers can choose between our proprietary travel and expense solutions or we can partner with a customer's chosen technology to provide access to the Amex GBT marketplace: 
 
 
 1 Global Business Travel Group, Inc. (NYSE: GBTG) uses the “American Express Global Business Travel” and “American Express Global Business Travel Meetings & Events” trademarks under a limited license to its subsidiary from American Express. “American Express” and the American Express logo are trademarks and the property of American Express Company or its affiliated or related companies (American Express). American Express holds a minority interest in GBTG, which operates as a separate company from American Express. 
 
 
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 Amex GBT proprietary technology 
 
 • Amex GBT Egencia - For businesses needing a configurable digital travel platform with a personalized, digital experience . Customers can select their travel options and integrate with a preferred expense platform to get complete oversight and control across their program. 
 • Amex GBT Neo1 - For businesses preferring a complete online spend management platform to manage business expenses, including travel. Integrate payments, control budgets and manage employee approvals all in one place. 
 • Amex GBT Neo - For businesses preferring customizable global travel, customers work with us to design and build their travel and expense program. We manage their entire program by combining our leading travel and expense platform, with customized servicing options, giving oversight and control across their program. 
 Amex GBT in partnership with a customer's chosen technology 
 
 • Amex GBT Select - For businesses preferring a flexible solution integrating their existing technology with our marketplace and configurable servicing options. They can build a tailored program to give insight and control across their travel spend. 
 • Amex GBT Ovation - For businesses preferring a higher touch travel solution and personalized corporate travel servicing. The Amex GBT Ovation solution caters to customers who prefer to speak to our travel experts as well as use our technology. 
 Specialized Professional Services 
 Our range of travel and expense solutions are underpinned by specialized professional services including Amex GBT Meetings & Events and GBT Consulting. All of these services embody the critical components, such as account management, sustainability solutions, and in-depth reporting, needed by our customers. Amex GBT Meetings & Events helps deliver unforgettable, engaging experiences that leave a lasting impact for businesses, brands, and attendees through a range of services. GBT Consulting provides strategic guidance and tailored solutions to optimize corporate travel programs, enhance cost savings, improve traveler experience, and maintain policy compliance. For sports professionals, TV and film production studios and sports broadcasting companies worldwide, GBT Sports & Entertainment provides tailored travel services for these dynamic industries. 
 With our GBT Partner Solutions program, we extend our proprietary software and service platform to third-party travel management companies ("TMCs") and independent advisors (collectively, "Network Partners"). We provide global access to our differentiated content and technology, global servicing capabilities and access to our leading content marketplace ("GBT Partner Solutions"). Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic footprint. 
 Since our formation in 2014, we have expanded our capabilities, integrated new brands through acquisitions, and invested in developing our products and platform. The pursuit of strategic acquisitions has allowed us to invest our capital to expand our business, complementing our organic growth strategy, and further driving our ability to accomplish our long-term strategic goals. Through our acquisition of KDS in October 2016, we strengthened our platform and digital capabilities with the Neo online booking and expense platform, our leading edge platform to engage with travelers through digital channels. The acquisition of Hogg Robinson Group Limited, a global B2B services company specializing in travel management, complemented our geographical footprint with the ability to offer enhanced service to our clients in key regions, and broadened our product and technology capabilities. We added artificial intelligence (“AI”) and machine learning capabilities to our portfolio in 2020 when we acquired 30 Seconds to Fly. With the acquisition in 2021 of Ovation Travel, LLC, which includes Ovation, Ovation Vacations and Lawyers Travel brands (collectively "Ovation") we were able 
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 to add a high-touch service. Most recently, with the consummation of the 2021 acquisition of Egencia from Expedia Group, Inc. ("Expedia"), we substantially enhanced our capabilities with Egencia’s software solution specifically built for “digital-first” clients who want a seamless program that delivers full traveler tools and control at a lower cost. 
 
 
 We regularly consider acquisition opportunities as well as other forms of business combinations to drive our strategy and to enhance growth. In March 2024, we entered into an Agreement and Plan of Merger with CWT Holdings, Inc. which was subsequently amended on January 17, 2025. See " Part I, Item 1. Business — Our Growth Strategy "; See " Part I, Item 1A. Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business - We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strateg y ". For a specific discussion of risks related to the pending merger with CWT, see “— In order to consummate the Merger, we and CWT must obtain certain governmental approvals and satisfy closing conditions, and if such approvals are not granted or are granted untimely and/or with conditions, and if closing conditions are not satisfied, consummation of the Merger may be jeopardized or the anticipated benefits of the Merger could be reduced ” and “— The Merger with CWT may cause our financial results to differ from our expectations or the expectations of the investment community, we may not achieve the anticipated benefits of the Merger, and the Merger may disrupt our current plans or operations. ” 
 Amex GBT’s operations are headquartered in London, United Kingdom, and as of December 31, 2024, we had over 18,000 employees worldwide with a proprietary presence or operations in 31 countries. We expand our reach to service clients in the rest of the world through our Travel Partner Network ("TPN") and Egencia Global Alliance ("EGA") network, consisting of third-party TMCs who operate locally under the American Express Global Business Travel and Egencia Brands. According to the Global Business Travel Association ("GBTA"), the 31 countries in which we have a proprietary presence represent approximately 88% of business travel spend worldwide. 
 American Express Company ("American Express") is a bank holding company under the Bank Holding Company Act of 1956, as amended ("BHC Act"), and is therefore subject to supervision, regulation and examination by U.S. bank regulatory authorities. Because and for so long as American Express “controls” GBT for the purposes of the BHC Act, GBT is subject to certain bank regulatory requirements and restrictions. For additional information, see “ Part I, Item 1A . Risk Factors — Risks Relating to Regulatory, Tax and Litigation Matters, ” “ Part I, Item 1. Business — Government Regulation — Banking Regulation, ” “ Part I, Item 1. Business — Government Regulation — Activities ” and “ Part I, Item 1. Business — Government Regulation — Acquisitions and Investments. ” 
 Our business is susceptible to substantial disruptions, as described in “Part I, Item 1A. Risk Factors” and elsewhere in this Annual Report. 
 Industry Overview and Competitive Landscape 
 Over the past 60 years, travel and tourism has been one of the largest and fastest-growing economic sectors, representing $11.1 trillion in spend, or 10% of global gross domestic product ("GDP") in 2024, according to the World Travel & Tourism Council (“Travel & Tourism: Economic Impact 2024,” May 2024). The travel industry can generally be divided into two sectors: (i) the leisure travel sector, which serves individuals who make reservations for vacation and personal travel, and (ii) the business travel sector, which serves business clients that require travel by employees and other travelers for business needs and meetings. We focus on the business travel sector. 
 According to the GBTA, global business travel was estimated to be a $1.5 trillion industry in 2024 with historical secular growth in excess of GDP through economic cycles ("2024 Business Travel Index Outlook", July 2024). Global business travel spend is expected to continue to grow in excess of GDP ("2024 Business Travel Index Outlook", July 2024). We believe this growth evidences the sustained role business travel plays as a driver of business and economic growth around the world. 
 Business travel can be managed or unmanaged. Where business travel is unmanaged, travelers procure travel from, and are serviced by, B2C (as defined herein) channels largely outside of business clients’ immediate oversight and control. Where business travel is managed, business clients choose a TMC through which its travelers procure travel and travel services. Through a TMC, business clients benefit from savings from demand aggregation, access to supplier content, effective fulfillment of business clients’ obligations to ensure the safety and well-being of their employees when traveling for business, and enhanced control over travel spending, among many other benefits. 
 We estimate that approximately 37% of business travel spend in the United States, and approximately 29% of business travel spend in Europe, was managed in 2024. We believe that a majority of unmanaged business travel spend is driven by SMEs, which we believe provides us with a significant growth opportunity given our strong SME client base in 
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 B2B travel. Additionally, we estimate that the growth trends in our SME business, as well as the number of TMCs that currently focus on SMEs, is indicative of a greater demand for managed travel by SMEs. 
 We are a leading software and services company for travel, expense, and meetings & events in a fragmented TMC industry. We estimate that the top 10 TMCs in aggregate accounted for approximately $92 billion in business travel TTV in 2023, or less than 10% of total business travel spend worldwide . 
 Many TMCs serve a mix of business clients. However, business clients have a range of needs, preferences and priorities, and many TMCs focus on core capabilities aligned with the needs of their target clients. We offer our customers unrivaled choice, unrivaled value and unrivaled experiences. We believe this differentiation is further enhanced by our brand promise. 
 • Unrivaled Choice 
 ◦ Variety of Tailored Solutions : Amex GBT customers have access to a variety of travel and expense products and solutions each designed to meet a different unique need or preference. 
 • Unrivaled Value 
 ◦ Amex GBT Marketplace: Comprehensive Content and Superior Value: The demand for access to comprehensive content and exceptional value through savings and amenities is ubiquitous across our client base. The Amex GBT Marketplace delivers on this demand with comprehensive content and superior value. 
 • Unrivaled Experience 
 ◦ Leading Human (24/7 global customer service) and Digital Traveler and Customer Experience Powered by Cutting Edge Proprietary Platform : Ownership of the digital experience is a critical success factor, as a simple, easy to use, intuitive traveler and client digital experience often drives the buying decision. We offer unique seamless combination of our proprietary digital experience with access to the expertise of our travel counselors and customer relationship managers . 
 • The American Express Global Business Travel brand promise 
 ◦ In addition to offering Unrivaled Choice, Unrivaled Value and Unrivaled Experience, we believe that operating to a higher standard in relation to the environment, social responsibility and corporate governance is integral to our success with business clients and suppliers and to attracting and retaining the best talent in the industry and is the cornerstone of our brand promise. We continually work and invest in our risk management framework, governance structures, practices and procedures to meet this higher standard. 
 We believe that we benefit from our reputation for service, capacity and capability to adapt to emerging needs and preferences and our ability to invest in better solutions, and that these attributes will continue to support our business in the future. In particular, we believe that the following long-term structural trends have emphasized the increasingly important role of a well-managed travel program in effectively and efficiently solving critical business problems: 
 • A growing emphasis on employee safety and well-being and the need for robust, high-quality, sophisticated solutions that help businesses deliver on their obligations to employees when they travel, increasing employee satisfaction; 
 • Business clients seeking partners with a demonstrated commitment to high-quality service and proven operational resilience despite periods of significant disruption and geopolitical uncertainty; 
 • The rising value of technology platforms that can adapt quickly to emerging needs and support an increasingly digitally enabled workforce, supported by investments in innovative solutions; 
 • Business clients demanding a higher standard of cybersecurity, data privacy and third-party risk management and seeking business partners committed to protecting client and traveler data while meeting the highest ethical standards; 
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 • Increasingly fragmented content, highlighting the attractiveness of a platform that delivers extensive access to content and simplifies the purchasing process; 
 • Business clients continuing to seek more control and visibility over their travel program costs and offering a broader range of content and higher savings; and 
 • Business clients seeking partnerships that share their ambitions for more responsible and sustainable travel with solutions and clear roadmaps that support these ambitions. 
 We believe that we benefit from these long-term structural trends by combining: 
 • One of the world’s leading B2B travel platform by 2023 TTV; 
 • A diverse portfolio of leading travel management solutions; 
 • Exceptional client and traveler support; 
 • Comprehensive and differentiated content and experiences that drive improved savings and value; and 
 • Operations that meet high standards in cybersecurity, data privacy, ethics, third-party risk management and sustainability. 
 Value Proposition 
 We serve and create value for clients, travel suppliers and Network Partners in two ways: (i) by enabling an efficient marketplace for travel and expense through expert service, partnerships, content and distribution; and (ii) by offering a suite of software and professional services that enable effective and efficient management of business travel programs. 
 
 
 
 Clients: We serve a broad range of business clients globally across a diverse range of industries, including, among others, business and financial services, industrial, technology, healthcare, legal and other industries. During 2024, less than 40% of customer driven revenue was generated by our top 50 clients and no single client accounted for more than 2% of such revenue. 
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 We deliver: 
 Travel and Expense Software 
 • Software for the traveler to seamlessly book and plan itineraries through our proprietary software, as well as full integration into third-party traveler and expense platforms. 
 • A full suite of travel management software, including (i) traveler care tools designed to help ensure the safety and well-being of travelers, (ii) travel spend analysis, travel policy development and governance, and (iii) end-to-end integration into client environments to facilitate compliance, human resources, finance and administrative functions. 
 Marketplace 
 • A single source for content (including flights, hotel rooms, car rentals and other services) from our expansive network of travel suppliers. 
 • A combination of broad content choices, differentiated GBT content and amenities (the "Preferred Extras") and client-specific sourcing programs that drive meaningful savings relative to unmanaged travel programs and other TMCs. 
 Professional Services 
 • Consulting with respect to responsible travel and environmental sustainability and offerings to partially or fully outsource clients' travel program, including procurement, consulting and operations. 
 • Extensive meeting and event planning capabilities, including preparing event proposals, budgeting, venue sourcing, research and coordination among other services. 
 We estimate SMEs represented approximately 49% of our TTV in 2024. The SME segment is highly competitive and fragmented, but we believe we have one of the most compelling offerings to SME client bases in B2B travel. Through our Ovation and Egencia acquisitions, we have reaffirmed our commitment to building a leading presence in the SME segment. Our SME-focused diverse portfolio of leading travel management services are also well positioned in premium segments and across various industries and clients of all sizes. 
 Travel Suppliers: Our longstanding and valuable supplier relationships include airlines, individual hotels and hotel groups, hotel aggregators, car rental companies, rail transportation providers and all three major Global Distribution Systems ("GDSs"). We believe that business travel demand is differentially important to travel suppliers due to their higher profitability and the high costs of marketing to and serving this demand directly. We are not only one of the largest single sources of business travel demand globally in terms of TTV, but we believe we also have a higher value (in terms of average ticket value and share of first and business class cabins) client base compared to the typical B2B travel benchmark. 
 Our value to travel suppliers is built on efficient access to premium business travelers, combined with solutions that help them effectively market their content and service offerings, including: 
 • A technology platform distributing content to our business clients across a wide range of points of sale ("POS"); 
 • Managing a retail environment on behalf of travel suppliers, including client-specific content, fares and POS integrations; 
 • Analytics and other solutions that help travel suppliers make better retail decisions; 
 • Acting as an extension of the supplier sales force to our clients; and 
 • Superior capabilities that allow us to service those clients in challenging or unpredictable environments. 
 We believe we offer access to and service this premium demand more cost-effectively, and with a broader and deeper value proposition, than travel suppliers could themselves. We allow travel suppliers to avoid significant investment in marketing, technology, servicing resources and infrastructure. This in turn helps drive superior value and economics for 
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 travel suppliers and our clients who benefit from savings and extra amenities and perks, such as complimentary Wi-Fi, breakfast, last-room availability and loyalty benefits, compared to publicly available fares and lodging room rates. 
 Network Partners: Through GBT Partner Solutions, we extend our technology and product solutions, content marketplace and global servicing capabilities to approximately 20 GBTNetwork affiliate members. In addition, we partner with over 130 Independent Agents as part of the OvationNetwork. We also have over 150 TMC's in our TPN and EGA in various jurisdictions across the globe. We believe the GBT Partner Solutions value proposition is compelling for all three networks by providing: 
 • Significantly improved revenue capacity through better content management and retailing capabilities; 
 • Differentiated content and experiences that distinguish our Network Partners from their competitors; and 
 • Technology designed to solve critical problems for TMCs that are less capable of making these investments. 
 Business Model 
 As noted in our flywheel below ("GBT Flywheel"), our value proposition creates our competitive advantage and is driven by the synergies that drive value for all users of our platform. 
 
 • We deliver value to all our clients through our differentiated software delivering comprehensive and exclusive content and experiences backed by high-quality service. We deliver this through the compelling combination of tailored value propositions targeted at attractive client segments in business travel reinforced by our diverse portfolio of leading travel management services, and the significant value created by the GBT platform that powers our services and our Network Partners. 
 • We have one of the largest concentrations of premium demand in travel worldwide. Business travel is important to travel suppliers due to its significant contribution to profitability driven by more first and business class cabin bookings, fewer advance purchases and more flexible tickets. By aggregating business travel demand, we are a valuable partner to travel suppliers. 
 • Our platform provides travel suppliers with efficient access to our valuable client base, creating a strong incentive for travel suppliers to deliver more content, better experiences and increased savings. Serving high value business clients requires a significant investment in technology, service resources, infrastructure and capabilities. Our efficient platform enables us to make and sustain this investment at compelling economics for both clients and travel suppliers. This creates margin headroom for travel suppliers to offer differentiated value through savings, content and experiences commensurate with the differentiated value of this demand to them. These savings and benefits make our value proposition even more compelling for our clients. Moreover, we benefit from premium economics and capacity to invest in our platform and in the inorganic expansion of platform and capability. Our clients and suppliers benefit from the incremental value created by these investments through more services and solutions, better client and traveler experiences and a more efficient platform. 
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 • Our end-to-end ownership of our technology platform, from connectivity to sources that supply to our POS, allows us to deploy investments efficiently and generate extensive benefits for our clients and travel suppliers. 
 We believe that our continued innovation and development of our platform makes us more competitive. 
 Our Revenue Model 
 We generate revenue in two primary ways — (1) fees and other revenues relating to processing and servicing travel transactions (“Travel Revenues”) received from clients and travel suppliers and (2) revenues for the provision of products and professional services not directly related to transactions (“Product and Professional Services Revenues”) received from clients, travel suppliers and Network Partners. 
 Travel Revenues: Travel Revenues include all revenue relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and comprised 80% of our total revenue in 2024. The major components of our Travel Revenues are: 
 • Client Fees: We typically charge clients transaction fees for arranging travel. 
 • Supplier Fees: Travel suppliers pay us for distributing and promoting their content. The mechanism varies by supplier, but the amount is usually a volume-linked fee. This includes fees from the three major GDSs. 
 Product and Professional Services Revenues: We receive revenue from clients, travel suppliers and Network Partners for using our platform, products and value-added services, which comprised 20% of our total revenues in 2024. 
 • Management Fees: Clients pay us management fees to provide a dedicated staffing pool to serve their travelers for part or all of their business travel. 
 • Meetings and Events Revenue: We charge clients fees for booking, planning and managing meetings and events. 
 • Consulting Revenues: Consulting services are usually a fixed fee for delivery of a certain engagement (such as company travel policy design). 
 • Product and Other Revenues: We charge clients subscription fees for a broad range of business travel management tools for their travel programs. Other revenues typically include certain marketing and advertising fees from travel suppliers. 
 Technology 
 Since our formation in 2014, we have consistently invested capital to create a global platform that powers travel distribution, servicing and business travel programs. We continue to implement focused, high-impact enhancements to our technology platform and solutions to continually improve our value proposition to our clients, travel suppliers and Network Partners. The platform has been developed in a way to not only enable our owned and operated technology, but to power the travel technology ecosystem offering a greater range of technology choices for our clients to meet their program needs. 
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 Technology Investments Create a Sustainable Competitive Advantage 
 
 Our technology investment has centered on three key strategic goals: 
 • Creating a custom-built technology infrastructure to power our solutions and support third-party applications while maintaining robust privacy and data security; 
 • Developing an omnichannel core platform capable of powering a global travel program, including a marketplace that provides content for our clients and seamless distribution for our travel suppliers; and 
 • Creating seamless travel experiences founded upon an integrated suite of solutions. 
 
 
 The core platform today is built on a flexible, modern, fully-cloud based infrastructure (with some client specific exceptions for data residency requirements), which enables efficient, consistent, operations and solutions delivered at scale globally. Our solutions bring together a robust set of capabilities that meet the needs of travel programs of all sizes as well as the most digitally savvy frequent travelers. Travel management solutions include policy and compliance management, trip approvals, unused ticket management, full featured reporting (including data, analytics and insights), traveler care tools designed to help ensure traveler safety and well-being, and continuous rate search. For the traveler, a digital suite of solutions enables information, communication, booking and travel management where they want it to be: online, on mobile and by e-mail, as well as by chat with travel counselors. Our platform also supports our travel counselors, enabling personalized servicing and proactive traveler care. 
 Our flexible core platform and core infrastructure also enables us deliver these capabilities through differentiated solutions tailored to client needs efficiently and effectively: 
 
 
 • Through Amex GBT Neo and Amex GBT Select, our platform supports over 50 distinct technology-enabled products (including the Neo Online Booking Tool and Neo Expense Tool for Amex GBT Neo, as well as all major third-party online booking tools ("OBTs") and expense tools for Amex GBT Select) intended to address specific, high-impact problems for our clients. In addition to these capabilities, we support seamless integrations with over 250 third-party and proprietary customer solutions. 
 
 
 • With Egencia, we offer integrated end-to-end B2B software covering all aspects of travel management in one place. Amex GBT Egencia is also now fully integrated with the core platform and technology infrastructure, benefiting from its global reach and scalability. In turn, Amex GBT Egencia has provided a platform and innovation capability designed to serve travelers and clients with a differentiated digital experience as well as a tool for human agents to support servicing of our customers. 
 
 
 Our technology is also designed to support innovation and new product development. For example, we leveraged the Neo codebase to launch Neo1, a fully self-serve spend management and travel solution, which enables GBT to provide an entry level solution for unmanaged customers. 
 
 
 We were an early adopter of AI and Machine Learning in the B2B travel space. For example, Amex GBT Egencia incorporates significant AI Capabilities in everything from determining the best travel choices based on intent to a 
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 large language model ("LLM") powered help center. Additionally we are implementing automation and augmentation solutions including sentiment analysis, voice to text and LLMs to increase servicing efficiency. 
 
 
 We continue to invest in technology to deliver the strategic goals of the business. We are expanding the availability of content proactively by increasing the connectivity and the functionality of our Marketplace in a changing supplier landscape. We are also enhancing the buying experience for travelers using the most advanced technologies available, using our strong AI foundations to find and book the best content, for an individual or a group, based on traveler preferences and company policies. Our flexible platform also enables us to accelerate adoption of AI and Automation throughout our operations, driving margin accretion and capacity for further investment. 
 Our Competitive Strengths 
 We attribute our success and historical performance to the following key strengths that we believe differentiate us from our competition: 
 • One of the world’s leading B2B software and services company for travel and expense by 2023 TTV with a diverse portfolio of leading travel management services serving business clients (“2024 Power List,” June 2024, Travel Weekly ) ; 
 • One of the world's leading technology driven, proprietary digital solutions; 
 • High-quality client base with attractive retention rates and new business growth; 
 • Traveler-centric, omnichannel service model; 
 • Relationships with top-tier travel suppliers driven by value proposition; 
 • Cutting-edge proprietary technology platform seamlessly integrated into our operations; 
 • Industry-leading standard in relation to the environment, social responsibility and corporate governance; 
 • Attractive financial profile with diversified revenue streams and a flexible cost structure; and 
 • Management team with industry-leading experience. 
 World’s Leading B2B software and services company for travel & expense by 2023 TTV with a Diverse Portfolio of Leading Travel and Expense Solutions 
 According to Travel Weekly, based on 2023 TTV, we are the world’s leading B2B travel platform and one of the leading platforms in travel (after leading B2C travel platforms such as Expedia and Booking Holdings Inc.). We offer software and services in travel and expense designed to provide solutions to demand and supply fragmentation. We provide travel suppliers with a cost-efficient channel to reach business clients and business travelers. We own parts of the distribution value chain, including technology, that enable us to differentiate our service and deliver excellence in client and traveler experiences. We deliver an expansive suite of professional and technology services to clients in addition to superior traveler services. We believe these capabilities and services increase the value of our B2B model. 
 We distinguish ourselves from other B2B travel providers through our portfolio of solutions that target premium demand segments in business travel with tailored and leading value propositions. 
 We serve a range of business clients and offer complete business travel solutions that can be designed and configured around client needs and fully integrated into client environments using an extensive suite of proprietary and third-party partner technology through Neo and Select solutions, respectively. 
 Our Ovation offerings (including the Lawyers Travel service) focus on clients specializing in providing high-touch TMC service at scale with deep strength in selected industries, including the legal, private equity and entertainment industries. 
 Egencia is focused on integrated software solutions. We believe the Egencia platform is simple and easy to use, provides the “look and feel” of a consumer platform for travelers, and features intuitive integrated travel management solutions. 
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 We supplement our diverse portfolio of leading travel management software and services, which target attractive segments in B2B travel, with our GBT Partner Solutions proposition. We believe that the combination of our brands and partner solutions provides us with growth options, scalability and capacity for investment in our platform that powers the GBT Flywheel and distinguishes us from our competitors. 
 High-quality Client Base with Attractive Retention Rates and New Business Growth 
 Through our diverse portfolio of leading travel management software and services, we serve a broad range of business clients of all sizes globally across a diverse range of industries including, among others, business and financial services, industrial, technology, healthcare, legal and other industries. 
 Our value propositions are tailored to meet the needs of business travel clients, which in turn are valuable to our travel suppliers. 
 We believe the strength of our value proposition is demonstrated by our ability to attract and retain premium demand business clients. Our client retention rate was 97% in 2024. The average tenure of our top 100 clients by TTV is approximately 15 years with more than 81% of our client relationships having a tenure of more than five years. In addition to maintaining our existing clients, our Total New Wins Value (TTV over the contract term from all new client wins over the last twelve months) for full year 2024 totaled $2.8 billion, including $2.2 billion in SME, with an average win / loss ratio of 2.5x since 2015. 
 Traveler-Centric, Omnichannel Service Model 
 We are proud to offer our travelers 24/7 customer service anywhere in the world through a number of service channels. In 2024, 85% of our bookings were through digital channels (such as OBT, the GBT mobile app and instant messaging). Alongside our digital channels, our agent facilitated channels have played a critical role is supporting travelers seeking the expertise and support of our travel counselors in navigating a competitive travel environment. 
 Our platform is channel-agnostic, ensuring travelers and clients of all sizes benefit from the full range of our content, savings and solutions regardless of how they choose to engage with us. Where it is valued by our clients, our platform also integrates seamlessly with all major third-party OBTs, further enhancing our flexibility. 
 Our travel counselors are experienced specialists in B2B travel and provide 24/7 global support capabilities. Our service constructs are flexible to match client needs. Within our global client solutions, our tools and infrastructure allow travel counselors to serve any client or traveler anywhere, to the high standard our clients expect of us. Where our clients require deep, personal knowledge of their business and travelers, we dedicate travel counselors to their account and offer on-site service. 
 Our service footprint includes 31 countries where we have a proprietary presence or operations. Through the TPN and EGA, which are integrated into our infrastructure and platform, we extend this service footprint to our clients in the rest of the world. This broad geographic reach allows us to offer streamlined access to a consistent portfolio of services across the globe and a differentiated local service where such service is needed and valued by the traveler and client. 
 Our traveler interactions are captured within and powered by our core platform, which is fully integrated into all service channels. This allows seamless, simple and efficient cross channel engagement for our travelers (for example, booking a trip through the OBT, changing the itinerary by calling a travel counselor and rebooking a connecting flight through messaging). 
 Relationships with Top-Tier Travel Suppliers Driven by Value Proposition 
 We believe that our longstanding supplier relationships, built on a reputation of delivering premium demand, improving profitability and meeting supplier objectives, differentiate us from our competitors. 
 These relationships include airlines, hotel groups and individual hotel properties, content aggregators, including Expedia Partner Solutions and Booking.com, all three major GDS platforms, car rental, rail, ground transportation companies and many other travel suppliers. 
 Travel suppliers value business travel demand due to a higher proportion of first and business class cabin bookings, fewer advance purchases, more flexible tickets and more long-haul international bookings, all of which drive superior economics and profitability. We offer travel suppliers access to one of the largest aggregations of this premium 
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 demand in the travel industry. Due to the nature and mix of our client types, our clients typically choose premium tickets that we estimate are on average approximately 40% higher than the average TMC booking. In addition, more than half of our TTV related to air travel is derived from first and business class cabin bookings. 
 We offer travel suppliers efficient access to this premium demand. For example, we estimate that the total distribution cost through us is comparable (as a percentage of booking value) to the reported selling costs for at least our top five airline supplier and even more cost-effective when considering the technology investment and servicing cost savings our travel suppliers realize. 
 These high value relationships and economics are powered by the Amex GBT Marketplace, our unified platform encompassing the GDS and non-GDS content aggregation that connects all of our travel suppliers and content to the POS our clients and travelers use. We believe this provides value to travel suppliers by eliminating the need to invest in business client POS environments while also providing them with the capabilities they need to market, promote and sell their content, products and services effectively. 
 We have extensive experience working closely with travel suppliers to deliver their objectives and create value for clients. We have a dedicated team of proprietary content acquisition and revenue management specialists providing data insight, backed by advanced optimization tools and data analytics that deliver compelling solutions to travel suppliers. 
 We believe our offerings create a strong incentive for travel suppliers to deliver more content, experiences, and savings specifically for our clients. This includes Preferred Extras that are not available to the general public, which provide clients with value through extra amenities and savings from exclusive fares and lodging room rates. For example, in 2024, more than 90 airlines and more than 34,000 hotel properties participated in the Preferred Extras program, with clients benefiting from cost savings extra amenities and perks such as free Wi-Fi, breakfast, last-room availability and loyalty benefits. 
 Cutting-Edge Proprietary Technology Platform Seamlessly Integrated into our Operations 
 Business clients and travelers expect a single integrated global platform to drive seamless experiences and integration with their chosen systems. Our approach provides a differentiated mix of a full end-to-end proprietary solution set as well as a flexible architecture integrating the myriad third-party solutions that our clients request. We believe the capacity to offer both end-to-end proprietary solutions and global, seamless integrations is a differentiator relative to our competitors. 
 Our core platform is the foundation of our ability to deliver this value. The core platform sits at the heart of our business and is custom-built to integrate with our solutions and the technology ecosystems of business clients, travel suppliers and technology partners, providing seamless experiences and technology- enabled solutions. The core platform demonstrates how the GBT Flywheel enables enhanced investment in our technology to drive better outcomes for our clients and travel suppliers. 
 For clients who choose a solution built on Amex GBT technology, we can own the end-to-end traveler experience and core distribution technology. This enables us to deliver content to travelers and their booking agents in the most efficient way possible. This technology makes us one of the few TMCs to have a full digital POS solution and content delivery technology. Our technology allows us to control our digital roadmap, including with respect to content aggregation, and user experiences with merchandising and retailing of content to generate the maximum benefit for travelers, clients and travel suppliers. Owning this technology drives efficiencies in our own operations and provides us with a unique position in the marketplace by supporting the distribution needs of travel suppliers, as well as enhancing the quality of the user experience and driving savings for our clients and their travelers. 
 On top of the platform is a full digital solution set, for both traveler satisfaction and productivity enhancement. This allows us to offer self-service solutions or agent facilitated interactions through all the channels that travelers want: online, through GBT’s Mobile App or through e-mail or chat. We also have end- to-end digital solutions that enable full travel spend visibility, control and compliance and support our clients’ travel management needs, such as traveler tracking, reporting and insights, travel approvals, continuous rate search and unused ticket tracking. We continuously build on our expansive data repository and we deploy extensive data analytics, including sustainability metrics, to generate actionable insights and improve our products. Our proprietary technology utilizes data analytics capabilities to enhance travel program insights and create a more personalized user experience, which we believe will drive our client reach. 
 Our solutions also offer flexibility of choice of end-to-end solutions and the ability to integrate third-party solutions, such as SAP Concur with Amex GBT Select. We seamlessly integrate these solutions, as well as links to core 
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 client systems, such as finance and human resources applications, via our flexible Application Programming Interfaces to drive consistent client and traveler experiences. By doing so, we can quickly adapt to client needs while also maintaining robust information security, privacy and compliance safeguards. 
 Industry-Leading Standard of Sustainability 
 On an annual basis, Amex GBT publishes an Environmental, Social and Governance (“ESG”) Report, which can be found on the Company's website and includes our ESG strategy and progress in respect of environmental sustainability, social, and corporate governance matters. The information contained on the Company's website is not included in, or incorporated by reference into, this Annual Report. 
 Attractive Financial Profile with Diversified Revenue Streams and a Flexible Cost Structure 
 Our types and sources of revenue are highly diversified. We receive revenue from clients, travel suppliers and Network Partners for air, hotel, car rental, rail or other travel-related transactions as well as a broad range of non-transaction related products and services. No single client accounted for more than 2% of our revenue in 2024. 
 Travel Revenues are primarily driven by transaction volumes, with volume floors included in some of our client contracts. Product and Professional Services Revenues, which constituted 20% of our total revenue in 2024, 20% of our total revenue in 2023 and 22% of our total revenue in 2022, are not directly driven by transaction volume. This revenue mix allows us to mitigate volume downside risk while benefiting from growth in our business as well as the underlying growth in the B2B travel industry. 
 Business resilience is further enhanced by our flexible cost structure, enabling us to quickly and efficiently react to changes in the demand for travel management services. 
 Management Team with Industry-Leading Experience 
 We are led by a highly experienced management team with a wide range of backgrounds and experiences, both from inside and outside the travel industry. They have successfully managed the business through several acquisitions, transformations and challenges, while delivering consistent growth. They have the expertise and leadership required to execute on our growth strategy. 
 Our Growth Strategy 
 We believe we have significant runway for growth, margin expansion and accelerated cash generation, enabled by our differentiated services. We have built the most valuable marketplace in travel, underpinned by access to the most comprehensive and competitive content. We have multiple levers to accelerate growth, including driving new wins with our leading travel and expense software and services that are integrated globally. We are focused on growing our leadership in the large, fast-growing and high margin SME space, where we are investing to drive new wins and higher share of wallet and benefit from the shift from unmanaged toward high-quality managed travel solutions. We are investing to extend our product leadership and build leading digital-first experiences and seamlessly integrated software and services. Our priority to drive operating leverage through productivity improvements, including leveraging automation and AI, is expected to drive margin expansion and fund investments for long-term sustained growth, both organically and through accretive mergers and acquisitions ("M&A"). 
 Capitalize on our Technology Platform 
 Our proprietary technology utilizes data analytics capabilities to enhance travel program insights and create a more personalized user experience, which we believe will drive our client reach. We intend to expand our value proposition through the continued integration of travel and expense and payment tools. In addition, the Amex GBT Marketplace aggregates and optimizes content delivery, which we believe will solve critical problems for business clients, travel suppliers and Network Partners.With increased capabilities and functionality, we can deliver more value for our clients. We believe that continuing to invest in our digital transformation will also improve client satisfaction while reducing costs. We plan to continue expanding our technology suite in order to seamlessly deliver on clients’ needs in each target segment and to execute on opportunities designed to further improve profitability. 
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 Strengthen Position Globally 
 We believe our value proposition to business clients is underscored by our high-quality service. We provide one of the most complete business travel solutions for business clients of all sizes, and we believe our differentiated value proposition will enable us to continue to grow in this segment. Some business clients require service capabilities on a global scale, and we believe that we can deliver them through our platform and solutions, high-quality traveler service and suite of professional services. We plan to continue to grow through new client wins and expanding upon our existing relationships by providing more comprehensive solutions, including meetings and events planning, consulting, outsourced services and more products and technology that are integrated into our clients to provide the best possible experience and value. 
 Accelerate Penetration in SME Segment 
 We are focused on growth in the SME segment, which we believe represents a large and profitable opportunity for our business. In 2024, we estimate global SME total travel spend was approximately $834 billion, including both significant managed and unmanaged spend. We estimate $625 billion of the global SME segment is unmanaged, representing a large growth opportunity. 
 Through Ovation and Egencia, we are able to offer additional solutions more tailored toward the needs of SME's and have expanded our offerings to leading solutions in the high-touch segment where personal, human service remains a key buying criterion. Egencia is a leading software platform where a largely self-service model is desired. 
 We launched Neo1, a fully self-registered expense management tool in the United Kingdom in 2020 and in the U.S. in 2021. 
 With these two businesses and our Neo1 expense management tool,we have unlocked significant potential for new business development with unmanaged clients and increased the value offered to our existing client base. 
 Pursue Strategic and Accretive M&A 
 We have historically built scale and added capabilities through M&A activity and expect to continue to pursue strategic opportunities to complement our platform. We have demonstrated an ability to execute accretive and synergistic acquisitions as well as integrate and fundamentally improve our acquired businesses. 
 We intend to broaden our diverse portfolio of leading travel management services and our geographic reach, which will allow us to add more business clients and travel suppliers to our platform, driving top-line growth as well as enhancing our technology capabilities and value proposition to deliver increasing value across our client base. We actively monitor and evaluate our M&A pipeline across all our strategic pillars for key opportunities in SME, high growth regions and technology capabilities. Our industry is highly fragmented with hundreds of TMCs, providing a large and attractive pool of potential M&A opportunities. We believe there remains significant M&A opportunity in the business travel industry and adjacent industries that could continue to create growth opportunities for us in the future. This provides a large opportunity to target strategic acquisitions, joint ventures and partnerships to improve our geographic footprint and capabilities. We may be required to raise additional capital through new equity or the incurrence of additional indebtedness to support our acquisition strategy. As part of our regular on-going evaluation of acquisition opportunities, we are in various stages of discussions and have not entered into any agreement with respect to any possible acquisitions not expressly described in this Annual Report. We cannot predict if any such acquisition will be consummated or, if consummated, will result in a financial or other benefit to us. See “ Part I, Item 1A . Risk Factors — Risks Relating to Employee Matters, Managing Our Growth and Other Risks Relating to Our Business — We may be unable to identify and consummate new acquisition opportunities, which would significantly impact our growth strategy. ” 
 Earnings Growth Through Productivity and Automation 
 We continue to drive digital transformation and automation initiatives to increase efficiency. For example, by bringing more solutions from our core platform into our travel counselor toolkit, we can automate more processes, as well as create more self-service and “co-pilot” solutions for travel counselors that combine automation with human service. We believe this type of servicing delivers the best of both worlds in achieving traveler satisfaction and efficiency. We believe these initiatives will enable us to deliver a higher level of service, thus benefiting clients, travelers and our business, while realizing and maintaining higher margins going forward. 
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 Description of Certain Indebtedness 
 Overview 
 GBTG and certain of our subsidiaries are party to an amended and restated credit agreement, which provides for a $1,400 million senior secured term loan facility and a $360 million senior secured revolving credit facility as of December 31, 2024. The proceeds from this financing arrangement have been used to repay existing indebtedness and will continue to be used to reinforce our liquidity position and preserve financial flexibility. The senior secured term loans will mature on July 26, 2031. The revolving credit facility will terminate on July 26, 2029. As of December 31, 2024, we had $360 million of availability under the revolving credit facility. 
 The following is a summary of the material terms of such amended and restated credit agreement and an amendment thereto as of the date of this Annual Report. This summary is qualified in its entirety by reference to the complete text of the A&R Credit Agreement (as defined below) and the amendment thereto, all of which are included as exhibits to this Annual Report. You are urged to read carefully the A&R Credit Agreement and the amendment thereto in their entirety. 
 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”), by and among GBTG, the Initial Borrower, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for a $1,400 million senior secured initial term loan facility (the “Initial Term Facility,” and the loans thereunder, the “Initial Term Loans”) and a $360 million senior secured revolving credit facility (the “Revolving Credit Facility,” and the loans thereunder, the “Revolving Loans”). The Initial Term Loans were drawn in full on the Refinancing Date, and the proceeds thereof were used to repay in full the outstanding principal amount of all tranches of term loans outstanding, including accrued interest and other amounts payable, under our then existing senior secured credit agreement (the “Original Credit Agreement”). 
 
 
 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. GBTG incurred total costs of debt refinancing of $25 million, which has been capitalized as debt issuance cost and will be amortized to interest expense over the term of the Initial Term Facility and the Revolving Credit Facility, using the effective interest rate method. 
 
 
 On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to the A&R Credit Agreement, with Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders party thereto. The primary purpose of Amendment No. 1 was to reprice the then outstanding Initial Term Loans. The repriced Initial Term Facility is referred to hereafter as the “Repriced Term Facility,” and the loans thereunder, the “Repriced Term Loans”. 
 Credit Facilities 
 The Repriced Term Loans mature, and all amounts outstanding thereunder will become due and payable in full, on July 26, 2031. Principal amounts outstanding under the Repriced Term Loans are required to be repaid on a quarterly basis at an amortization rate of 1.00% per annum, commencing in March 2025, with the balance due at maturity. 
 
 
 At the option of the Initial Borrower, amounts borrowed under the Repriced Term Facility may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1.00% of the principal amount of the Repriced Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 and (y) customary breakage costs in connection with certain prepayments of loans). Further, subject to certain exceptions set forth in the A&R Credit Agreement, the Initial Borrower is required to prepay loans under the Repriced Term Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the A&R Credit Agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights and (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness. 
 
 
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 As of December 31, 2024, an aggregate principal amount of $1,400 million of Initial Term Loans were outstanding under the A&R Credit Agreement, and there were no unutilized term loan commitments remaining outstanding under the A&R Credit Agreement as of such date. 
 
 
 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 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 general corporate purposes. 
 
 
 The Revolving Credit Facility matures, and all amounts outstanding thereunder will become due and payable in full, 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). 
 Security; Guarantees 
 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. 
 Interest and Certain Fees 
 The Repriced Term Loans and the Revolving Loans (collectively, the “Loans”) bear interest based on the Secured Overnight Financing Rate (“SOFR”) (or an alternative reference rate for amounts denominated in a currency other than U.S. 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) after giving effect to Amendment No. 1, in the case of the Repriced Term Loans, 2.50% per annum for SOFR-based loans (or 1.50% per annum for Base Rate-based loans) and (ii) in the case of the Revolving Loans, 2.75% per annum for SOFR-based loans (or 1.75% per annum for Base Rate-based loans). The SOFR floor is 0.00% for Loans under the A&R Credit Agreement. 
 
 
 Prior to the effectiveness of Amendment No. 1, the applicable margin, in the case of the Initial Term Loans, was 3.00% per annum for SOFR-based loans (or 2.00% per annum for Base Rate-based loans). 
 
 
 The Initial Borrower is required to pay, quarterly, in arrears, a fee based on the average daily unused commitments under the Revolving Credit Facility of 0.25% per annum. The fee was originally 0.375% per annum but stepped-down to 0.25% per annum on February 28, 2025 upon the upgrade by Standard & Poor’s Rating Service of the Initial Borrower’s debt rating from ‘B+’ to ‘BB-’. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the A&R Credit Agreement. 
 Covenants 
 The A&R Credit Agreement contains various affirmative and negative covenants, including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (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 subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; 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 (as defined under the A&R Credit Agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the Revolving Credit Facility exceeds 35% of the aggregate principal amount of the Revolving Credit Facility (subject to a $10 million exclusion for utilization of the letter of credit sublimit). The A&R Credit Agreement provides that 
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 such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the A&R Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply for the year ended December 31, 2024. 
 As of December 31, 2024, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the A&R Credit Agreement. 
 Events of Default 
 The A&R Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the A&R Credit Agreement or other enforcement actions customary for facilities of this type. Defaults include, but are not limited to, the following: 
 • non-payment of principal, interest or other amounts when due under the A&R Credit Agreement; 
 • materially incorrect representations or warranties; 
 • breaches of covenants; 
 • cross-default to other material indebtedness of any of the Loan Parties or their subsidiaries; 
 • one or more material monetary judgments against any of the Loan Parties or their subsidiaries remaining undischarged, unpaid or unstayed; 
 • certain bankruptcy or insolvency events affecting any of the Loan Parties or any of their material subsidiaries; 
 • invalidity of any loan document; 
 • certain events with respect to U.S. and/or non-U.S. employee benefit plans and pension plans; and 
 • the occurrence of one or more change in control events, which are limited to the following events from and after the Closing (as further described in the A&R Credit Agreement): 
 • any person or group shall have acquired direct or indirect beneficial ownership of more than 50% of the aggregate ordinary voting power represented by the issued and outstanding equity interests of GBTG; 
 • a majority of the seats (other than vacant seats) on the board of directors of GBTG ("Board") shall be occupied by persons who were not nominated, appointed or approved for election by the Board; and/or 
 • 100% of the equity interests in the Initial Borrower, any other Borrower (as defined in the A&R Credit Agreement) or any Intermediate Holding Company (as defined in the A&R Credit Agreement) shall cease to be owned and controlled, directly or indirectly, by GBTG. 
 
 
 Original Credit Agreement 
 
 
 As described above, in connection with the effectiveness of the A&R Credit Agreement, GBTG repaid in full the outstanding principal amounts under the Original Credit Agreement. 
 
 
 Under the Original Credit Agreement, the initial term loans accrued interest at an interest rate based on the synthetic London Interbank Offered Rate (“LIBOR”) plus an applicable margin of 2.50% per annum. The tranche B-3 and B-4 term loans accrued interest at a variable interest rate based on SOFR plus 0.10% ("Adjusted SOFR") plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the revolving credit facility accrued interest at a variable interest rate based on Adjusted SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A 0.00% floor on LIBOR applied to the initial term loans and a 1.00% floor on Adjusted SOFR applied to the tranche B-3 and tranche B-4 term loans and borrowings under the revolving credit facility. Improvement in GBTG's leverage ratio, computed in a manner as provided in the Original Credit Agreement, resulted in a decrease in its interest rate margins during 2024. 
 
 
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 Further, under the Original Credit Agreement, GBTG was required to pay quarterly in arrears a fee of 0.375% per annum on the average daily unused commitments under the revolving credit facility. 
 
 
 Interest on the loans under the Original Credit Agreement was payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). 
 Sales and Marketing 
 Our travel and expense solutions are procured by business clients who choose one or more TMCs to manage their organizations’ travel program. Our Global Customer Partnerships team is focused on developing relationships and engaging with new prospects. They also manage day-to-day relationships with our existing client base, including sales and marketing of our products, services and solutions to our existing clients. 
 In addition to supporting travelers, our travel counselors and digital self-service channels act as an extension of the salesforce for our travel suppliers, promoting and marketing content in line with our business client and supplier agreements. 
 Our dedicated Global Business Partnerships team works closely with our travel suppliers to promote our solutions to travel suppliers and negotiate proprietary content that delivers value and benefits to our clients. 
 Our GBT Partner Solutions business is grown by a dedicated sales team that develops relationships and negotiates partnerships with prospective TMCs and independent agents that could benefit from our platform and/or prospective service delivery partners who could become part of our TPN or EGA. 
 As a growing global business, we invest heavily in marketing, promotion and brand development linked to our global value proposition. This includes funds from certain travel suppliers. The Amex GBT global marketing activity broadly focuses on large scale digital marketing, above-the-line channels, advertising, social media, public relations and sales promotions. This ensures the current and future growth of Amex GBT as a credible software and service company and allows us to compete alongside our large global network of competitors in travel and technology. 
 Competition 
 The travel industry, and the business travel services industry, are highly competitive. We currently compete, and will continue to compete, with a variety of travel and travel-related companies, including other business travel management service providers, consumer travel agencies and emerging and established online travel agencies and other offerings which provide travel booking capabilities. We also compete with travel suppliers, such as airlines and hotels, some of which market their products and services directly to business travelers through B2C channels, including by offering more favorable rates, exclusive products/services and loyalty points to business travelers who purchase directly from such travel suppliers through B2C channels. We also compete against customers determining to self-manage their business travel. We compete, to a lesser extent, with credit card loyalty programs, online travel search and price comparison services, facilitators of alternative accommodations, such as short-term home or condominium rentals, and social media and e-commerce websites. We believe we are distinguished from our competitors by: 
 • our ability to provide services tailored to the specific needs of business clients and travelers effectively and efficiently when compared to B2C-focused travel service providers; and 
 • our portfolio of solutions that target some of the most attractive segments in business travel, solutions tailored to solve the needs of these segments, our platform that delivers differentiated value and experiences to clients and travelers through consistent delivery of excellent service and value when compared to other B2B-focused travel service providers. 
 Intellectual Property 
 Our intellectual property rights, including our trademarks, copyrights, domain names, proprietary technology and trade secrets, are an important component of our business, and we rely heavily upon our intellectual property and proprietary information in our content, brands, domain names and website URLs and other components that make up our services. We have acquired some of our intellectual property rights and proprietary information through acquisitions, as well as licenses and content agreements with third parties. We protect our intellectual property and proprietary information 
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 through registrations, confidentiality procedures and contractual provisions, in addition to international, national, state and common law intellectual property rights. 
 We depend on the use of sophisticated information technologies and systems, including, but not limited to, the following: 
 • third-party reservation systems from all the major GDS providers; 
 • company-owned and third-party online booking portals for air, hotel, car, cruise, activities, insurance etc.; 
 • third-party and company-owned technology that facilitates the marketing of supplier sponsored advertisements and promotions; 
 • marketing platforms to attract and acquire quality leads from the internet; 
 • proprietary and third-party systems for providing customer service, accepting and processing payments, detecting fraud, etc.; 
 • business intelligence tools to deliver insights and reporting for our business travelers; 
 • mobile applications to assist our travel advisors in providing just in time services for travelers such as trip or flight recovery tools and destination-related emergency monitoring and alerts; 
 • third-party and proprietary systems for various business processes such as ticketing, policy validation, document delivery, invoicing, commission management, operational reporting and finance; and 
 • enterprise communication and productivity software, systems and computing devices for our travel advisors. 
 We continuously improve and upgrade our systems, infrastructure and information security. Over the next several years, we intend to continue to increase the level of investment towards information security to better protect data, communication and transactions. In addition, we plan to invest in technology to allow for the next generation of travel advisors to come onboard quickly without needing to learn complex GDS cryptic commands, while providing them qualified leads to help them build a book of business and grow. 
 We have also designed processes to streamline travel advisor sales and support workflow to integrate acquired companies efficiently. 
 Employees and Human Capital Resources 
 As of December 31, 2024, we had over 18,000 employees worldwide with a proprietary presence or operations in 31 countries While our employees in many European countries and some Asia Pacific and Latin American countries are legally required to be represented by works councils and/or trade unions, our employees in North America are not represented by any labor organization and are not party to any collective bargaining arrangement. We have not experienced any work stoppages and we consider our relationship with our employees to be mutually respectful. 
 We are committed to rewarding and supporting our employees to enable us to attract and retain top talent globally. Our total compensation package includes competitive base pay (with variable pay programs to reward outstanding performance), bonus programs, long-term incentive programs, benefits programs, retirement savings options and matching contributions, paid time off for sick, vacation and volunteer work, a global employee stock purchase plan and protected leave time for medical and family care, of which both medical and bonding leaves are paid. 
 As part of our continuous effort to cultivate a better workplace, we conduct global engagement surveys annually. These surveys focus on a variety of different areas, including engagement and alignment with our GBT behaviors. Through a series of pulse surveys, we aim to understand and respond to the needs of our employees in real time. These pulse surveys focused on topics such as client focus and employee health and well-being. In the most recent pulse survey performed in November 2024, we achieved an 84% participation rate. We had an overall engagement score of 76, which is the same level as the global high performing benchmark of the most admired corporations as defined by our third-party engagement expert. In addition, 89% of our employees report feeling that people of all backgrounds can succeed at the Company, 7% higher than the global high performing benchmark. 
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 We believe that the development and engagement of our employees is key to our sustainability and growth. We aim to ensure that our hiring and promotional processes are both transparent and inclusive. We also provide a range of continuing education programs to our employees to promote their skill and professional development. Our employees have access to product and technology training so that they can stay up to date on product and travel booking tools, as well as leadership, management and professional skills training. We also have a global referral bonus program and a global tuition reimbursement policy available to full-time and part-time employees. 
 The health and wellness of our employees is a primary focus. Our employees have access to voluntary wellness programs, tools and resources. Our global flexible work program, Better Balance, makes alternative work arrangements available to our employees to suit their needs. A key component of our corporate culture is our commitment to creating a globally inclusive workplace. We strive to create an environment where people feel a sense of inclusion and belonging – for our colleagues, customers, and the communities where we do business. We offer colleague resources group, also known as INclusion Groups or INGroups. Our 10 INGroups, which all employees are welcome to join, are a big part of our culture and a place where people with similar interests, backgrounds, and experiences come together, support one another and make a difference. We remain committed to ensuring that all employees can continuously grow and develop with us. 
 Facilities 
 We lease our corporate headquarters in London, United Kingdom pursuant to a lease that expires in July 2034. We believe that our headquarters space is adequate for our needs and that we should be able to renew our lease or secure a similar property without an adverse impact on our operations. 
 We also routinely make purchases of property and equipment to strengthen our information technology infrastructure and enabling technologies. We believe that our current facilities are adequate to meet our ongoing needs, and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms. 
 Legal Proceedings 
 We are involved in litigation and other proceedings that arise in the ordinary course of our business. Management believes that we do not have any pending litigation that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows. 
 Government Regulation 
 Travel Licenses and Regulation 
 We maintain travel licenses and/or registrations in the jurisdictions in which they are required. We are required to renew our licenses, typically on an annual basis, and to do so, we must satisfy the licensee renewal requirements of each jurisdiction. Failure to satisfy any of the requirements to which our licensed entities are subject could result in a variety of regulatory actions ranging from a fine, a directive requiring remedial action, suspension of a license or, ultimately, revocation of a license. 
 In the United States, our businesses are subject to regulation by the U.S. Department of Transportation ("DOT") under the U.S. Transportation Code and state agencies under state seller of travel laws and must comply with various rules and regulations governing the holding out, offering, sale and arrangement of travel products and services as a travel agency and, in the case of the DOT, air transportation as a ticket agent. Failure to comply with these rules and regulations could also result in a variety of regulatory actions, including investigations, fines or directives requiring remedial action. 
 Our businesses also are subject to licensing requirements imposed by airline established organizations, including agent accreditation requirements by the Airlines Reporting Corporation in the United States and, in other countries, the International Air Transport Association (“IATA”). Pursuant to such accreditations, our businesses are authorized to sell and issue tickets on behalf of various airlines, subject to agent rules set by the Airlines Reporting Corporation and the IATA. The failure by our businesses to comply with such rules could result in the suspension or revocation of our authority to sell and issue tickets on behalf of one or more airlines. 
 As we continue to expand the reach of our services into other regions we are increasingly subject to laws and regulations applicable to travel advisors or tour operators in those regions, including, in some countries, pricing display requirements, licensing and registration requirements, mandatory bonding and travel indemnity fund contributions, industry specific value-added tax regimes and laws regulating the provision of travel packages. 
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 Banking Regulation 
 Because American Express “controls” GBT for purposes of the BHC Act, GBT is subject to supervision, examination and regulation by the Board of Governors of the Federal Reserve System ("Federal Reserve"). The Federal Reserve has broad examination and enforcement power, including the power to impose substantial fines, limit dividends and other capital distributions, restrict our operations and acquisitions and require divestitures. Any of the foregoing could compromise our competitive position, especially because our competitors are not subject to these same regulations. For additional information, see “ Part I, Item 1.A. Risk Factors — Risks Relating to Regulatory, Tax and Litigation Matters — Because we are deemed to be “controlled” by American Express under the BHC Act, we are and will be subject to supervision, examination and regulation by the Federal Reserve which could adversely affect our future growth and our business, results of operations and financial condition. ” 
 Activities 
 The BHC Act generally limits bank holding companies, including entities that are deemed “controlled” for BHC Act purposes, to activities that are considered to be banking activities and certain closely related activities. American Express is a bank holding company and has elected to become a financial holding company, which means that it and the entities that are deemed “controlled” for BHC Act purposes are authorized to engage in a broader range of activities. In order to remain eligible for financial holding company status, bank holding companies must meet certain eligibility requirements. If a bank holding company fails meet to these requirements, the bank holding company and any entities that are deemed “controlled” by the bank holding company for BHC Act purposes could be barred from making certain types of acquisitions or investments in reliance on such financial holding company status, and ultimately such entities could be required to discontinue certain activities permitted for financial holding companies. 
 Acquisitions and Investments 
 We are subject to banking laws and regulations that limit our investments and acquisitions and, in some limited circumstances, subject them to the prior review and approval of the Federal Reserve. 
 Privacy, Data Protection, Data Governance, Information and Cybersecurity 
 Regulatory and legislative activity in the areas of privacy, data protection, data governance and information and cybersecurity continues to increase worldwide. We have established and continue to maintain policies and a governance framework to comply with applicable privacy, data protection, data governance and information and cybersecurity laws and requirements, meet evolving customer and industry expectations and support and enable business innovation and growth. Our regulators are increasingly focused on ensuring that our privacy, data protection, data governance and information and cybersecurity-related policies and practices are adequate to inform customers of our data collection, use, sharing and/or security practices, to provide them with choices, if required, about how we use and share their information, and to appropriately safeguard their personal information and account access. Regulators are also focused on data management, data governance and our third-party risk management policies and practices. 
 We are subject to certain privacy, data protection, data governance and information and cybersecurity laws in the United States and other countries in which we operate (including countries in the European Union (the “EU”), Australia, Canada, China, Japan, Hong Kong, India, Mexico, and the United Kingdom), some of which are more stringent and/or expansive than the applicable laws in the United States and some of which may conflict with each other. Some countries and the EU have instituted or are considering instituting requirements that make it onerous to transfer personal data to other jurisdictions. Other countries may require in-country data processing and/or in-country storage of data. Compliance with such laws results in higher technology, administrative and other costs for us, and could require use of local technology services. Data breach and operational outage notification laws or regulatory activities to encourage such notifications and regulatory activity and laws around resiliency, business continuity and third-party risk management are also becoming more prevalent in jurisdictions outside the United States in which we operate. In Europe, the European General Data Protection Regulation, which took effect on May 25, 2018 ("GDPR"), imposes legal and compliance obligations on companies that process personal data of individuals in the EU, irrespective of the geographical location of the company, with the potential for significant fines for non-compliance (up to 4 percent of total annual worldwide revenue). The GDPR includes, among other things, a requirement for prompt notice of data breaches, in certain circumstances, to affected individuals and supervisory authorities. The UK-only adaptation of GDPR ("UK GDPR"), mirrors the compliance requirements and fine structure of the GDPR. We adopted controller based Binding Corporate Rules which govern inter-company international data transfers that are intended to achieve compliance with such data transfer rules by the Dutch Data Protection Authority in January 2024, along with the adoption of the UK controller based Binding Corporate Rules granted by the UK's ICO in 2024, with the transition away from American Express's Binding Corporate Rules instance now 
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 complete. The Binding Corporate Rules continue to be a compliant means of international transfers of data following the Schrems II ruling in 2021. 
 Anti-Money Laundering, Sanctions and Anti-Corruption Compliance 
 We are subject to regulation, and an increasingly stringent enforcement environment, with respect to compliance with anti-money laundering (“AML”), sanctions and anti-corruption laws and regulations in the United States and in other jurisdictions in which we operate. Failure to maintain and implement adequate programs and policies and procedures for AML, sanctions and anti-corruption compliance could have material financial, legal and reputational consequences. 
 Office of Foreign Assets Control Regulation 
 The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals and others. The United States prohibits U.S. persons from engaging with individuals and entities identified as “Specially Designated Nationals,” such as terrorists and narcotics traffickers. These prohibitions are administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and are typically known as the OFAC rules. The OFAC rules prohibit U.S. persons from engaging in financial transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity or country. Blocked assets (e.g., property or bank deposits) cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. We maintain a global sanctions program designed to ensure compliance with OFAC requirements. Failure to comply with such requirements could subject us to serious legal and reputational consequences, including criminal penalties. 
 Anti-Corruption 
 We are subject to complex international and U.S. anti-corruption laws and regulations, including the U.S. Foreign Corrupt Practices Act (the “FCPA”), the UK Bribery Act and other laws that prohibit the making or offering of improper payments. The FCPA makes it illegal to corruptly offer or provide anything of value to foreign government officials, political parties or political party officials for the purpose of obtaining or retaining business or an improper advantage. The FCPA also requires us to strictly comply with certain accounting and internal controls standards. The UK Bribery Act also prohibits commercial bribery and the receipt of a bribe, and makes it a corporate offense to fail to prevent bribery by an associated person, in addition to prohibiting improper payments to foreign government officials. Failure of the Company, our subsidiaries, employees, contractors or agents to comply with the FCPA, the UK Bribery Act and other similar laws can expose us and/or individual colleagues to investigation, prosecution and potentially severe criminal and civil penalties. 
 Other 
 We maintain operations and employees in the United States and worldwide. Accordingly, we are subject to a wide range of employment laws and regulations relating to compensation, benefits, healthcare, headcount reductions and various workplace issues, all of which are applicable to our employees, and in some cases, independent contractors. State labor and employment rules vary from state to state and, in some states, require us to meet much stricter standards than required in other states.
Global Business Travel Group, Inc. 10-K

Item 1. Business
