Global Business Travel Group, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure. As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, management has concluded that as of such date, the previously reported material weakness has been remediated and our disclosure controls and procedures were effective. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of our principal executive officer and principal financial officer, the Company's management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria for effective control over financial reporting described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management has concluded that as of December 31, 2024, the Company’s internal control over financial reporting was effective. Management has reviewed its assessment with the Audit Committee. The Company's independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report, issued an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report is included elsewhere in this Annual Report. Remediation of Previously Reported Material Weakness As previously reported in our Form 10-K for the fiscal year ended December 31, 2023, and in our subsequent Form 10-Q reports for the periods ending March 31, June 30 and September 30, 2024, we previously identified a material weakness in our internal control over financial reporting, related to the Egencia business, which we acquired on November 1, 2021. Certain revenue and procurement processes and procedures of the Egencia business, which was owned by Expedia prior to our acquisition, were still being carried out by Expedia under the transition services agreement. The Company had a lack of oversight of these outsourced revenue and procurement processes and related controls, including general information technology ("IT") controls and IT application controls, that are used in the preparation of Egencia’s financial results. During the fiscal year ended December 31, 2024, we assessed the need for additional remediation steps and implemented additional measures to remediate the underlying causes that gave rise to the material weakness. Management has concluded that the actions taken to strengthen our internal control over financial reporting remediated the previously identified material weakness as of December 31, 2024. 73 Changes in Internal Control over Financial Reporting Other than the remediation activities related to the previously reported material weakness in respect to Egencia's client revenue process and payment of vendor process, including related general IT controls and IT application controls, there were no changes to our internal control over financial reporting that occurred during the three-month period ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitation on Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and fraud due to inherent limitations of internal control. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. Item 9B. Other Information Insider Trading Arrangements During the three months ended December 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408(a) of Regulation S-K). Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not Applicable. 74 PART III Item 10. Directors, Executive Officers and Corporate Governance Information relating to our directors, executive officers and corporate governance will be included under the heading, “Proposal 1 – Election of Directors,” “Principal Stockholders—Delinquent Section 16(a) Reports”, if applicable, and “Information about our Executive Officers” in the proxy statement for the 2025 annual meeting of GBTG’s stockholders (the “2025 Proxy Statement”), which is expected to be filed within 120 days of our fiscal year ended December 31, 2024, and is incorporated herein by reference. We have adopted an Insider Trading Policy governing the purchase, sale and other disposition of our securities by our directors, officers, employees and other individuals associated with us that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. It is also our policy to comply with applicable securities laws when engaging in transactions in our own securities. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation Information relating to the compensation of our executive officers and directors will be included under the headings “Compensation Discussion & Analysis” (excluding information under the subheading “Pay Versus Performance”), “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in the 2025 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Ownership of Securities Information relating to the ownership of our securities by certain beneficial owners and our management and related stockholder matters will be included under the heading, “Principal Stockholders” in the 2025 Proxy Statement and is incorporated herein by reference. Equity Compensation Plan Information Information relating to our equity compensation plans will be included under the heading, “Equity Compensation Plan Information” in the 2025 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence Information relating to related party transactions and director independence will be included under the heading, “Certain Relationships and Related Person Transactions” and “Proposal 1 – Election of Directors—Director Independence,” in the 2025 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services Information relating to the principal accounting services provided to the Company and the fees for such services will be included under the heading, “Proposal 2 – Ratification of Independent Registered Public Accounting Firm” in the 2025 Proxy Statement and is incorporated herein by reference. 75 PART IV Item 15. Exhibit and Financial Statement Schedules The following documents are filed as part of this Annual Report: (1) Financial Statements: Reference is made to the Index to consolidated financial statements beginning on Page F-1 hereof. (2) Financial Statement Schedules: Reference is made to Schedule II—Valuation and Qualifying Accounts on Page F- 58 hereof. All other schedules are omitted because the required information is either not applicable, not material or presented in the consolidated financial statements and notes thereto beginning on Page F-1 hereof. (3) Exhibits: Exhibit No. Description 2.1 Business Combination Agreement, dated as of December 2, 2021, by and between Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 2.1 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 2.2 Amendment No. 1 to Business Combination Agreement, dated as of July 10, 2023, by and between Global Business Travel Group, Inc. and GBT JerseyCo Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K , filed with the SEC on July 10, 2023 ) . 2.3^† Agreement and Plan of Merger, dated March 24, 2024, by and among Global Business Travel Group, Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on March 25, 2024). 2.3.1 ` Amendment No. 1 to Agreement and Plan of Merger, dated as of January 17, 2025, by and among Global Business Travel Group Inc., Cape Merger Sub I LLC, Cape Merger Sub II LLC, CWT Holdings, LLC and Redwood Drawdown Partners III, LLC, as Member Representative (incorporated by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K, filed with the SEC on January 17, 2025). 3.1 Certificate of Incorporation of Global Business Travel Group, Inc. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form S-1 (Reg. No. 333-265748), filed with the SEC on June 21, 2022). 3.2 Bylaws of Global Business Travel Group, Inc. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form S-1 (Reg. No. 333-265748), filed with the SEC on June 21, 2022). 4.1 Description of Registrant's Securities Registered P ur suant to Section 12 of the Securities Exc h ange Act of 1934, as Amended , dated as of March 14, 2024 (incorporated by reference to Exhibit 4.1 of the Company’s Form 10- K , filed with the SEC on Ma rch 14, 2024 ). 10.1 Form of PubCo Subscribed Ordinary Shares Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.2 Form of PIPE Subscription Agreement, dated December 2, 2021, by and between Apollo Strategic Growth Capital and certain institutional and accredited investors (incorporated by reference to Exhibit 10.3 of the Company’s Registration Statement on Form S-4 (Reg. No. 333- 261820), filed with the SEC on December 21, 2021). 10.3 Form of Amended & Restated Registration Rights Agreement entered into by and among Global Business Travel Group, Inc., APSG Sponsor, L.P. and the other parties thereto (incorporated by reference to Exhibit 10.10 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.4 Sponsor Support Agreement, dated as of December 2, 2021, by and among APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.5 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.5^† Amended and Restated Shareholders Agreement, dated as of January 11, 2024, by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, Inc., EG Corporate Travel Holdings LLC, QH Travel L.P. and Juweel Investors (SPC) Limited incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 12, 2024. 76 Exhibit No. Description 10.5.1 Letter Agreement , dated as of January 11, 2024 , by and among Global Business Travel Group, Inc., GBT JerseyCo Limited, American Express International, I nc., EG Corporate Travel Holdings LLC , , QH Travel L.P. , Juweel Inve stors (SPC) Limited and the Specified Juweel Investors (as defined therein) LLC ( incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K , filed with the SEC on January 12, 2024 . 10.6 Amended and Restated Credit Agreement, dated as of July 26, 2024, by and among Global Business Travel Group, Inc., GBT US III LLC, the lenders and letter of credit issuers party thereto from time to time and Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on July 29, 2024). 10.7 Sponsor Side Letter, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital, APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.6 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.7.1 Sponsor Side Letter Amendment, dated May 27, 2022, by and among Apollo Strategic Growth Capital, APSG Sponsor, L.P., certain directors and officers of Apollo Strategic Growth Capital and GBT JerseyCo Limited (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). 10.8+ Global Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). 10.9 Global Business Travel Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). 10.10+ Global Business Travel Group, Inc. Management Incentive Plan, amended and restated as of May 27, 2022 (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). 10.11+ Global Business Travel Group, Inc. Annual Incentive Award Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 27, 2022). 10.12^† F o r m o f Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited, GBT US LLC, GBT III B.V. and Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.26 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 10.13^† Consumer Services Operating Agreement, dated as of June 30, 2014, by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited (as assignee of GBT III B.V.), as amended (incorporated by reference to Exhibit 10.27 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 10.13.1^† First Amendment to Consumer Services Operating Agreement, dated as of December 31, 2015, by and between American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.27.1 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 10.13.2^† Second Amendment to Consumer Services Operating Agreement, dated as of July 24, 2017, by and between American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.27.2 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 10.13.3 Third Amendment to Consumer Services Operating Agreement, dated as of November 19, 2019, by and between American Express Travel Related Services Company, Inc. and GBT III B.V. (incorporated by reference to Exhibit 10.27.3 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 10.13.4^† Form of Fourth Amendment to Consumer Services Operating Agreement, by and between American Express Travel Related Services Company, BT Inc. and G Travel Services UK Limited (as assignee of GBT III B.V.) (incorporated by reference to Exhibit 10.27.4 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). 10.14^† Global Corporate Payments Operating Agreement, dated as of June 30, 2014, by and between American Express Travel Related Services Company, Inc., and GBT III B.V. (incorporated by reference to Exhibit 10.28 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 10.14.1^† F o r m o f First Amendment to Global Commercial Services Operating Agreement, by and between American Express Travel Related Services Company, Inc., GBT III B.V. and GBT Travel Services UK Limited (incorporated by reference to Exhibit 10.28.1 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 18, 2022). 77 Exhibit No. Description 10.15+ Employment Contract, dated November 26, 2019, by and between GBT Travel Services UK Limited and Andrew Crawley (incorporated by reference to Exhibit 10.21 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.16+ Service Agreement, dated June 5, 2020, by and between GBT Travel Services UK Limited and Paul Abbott (incorporated by reference to Exhibit 10.22 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.17+ Supplemental Severance Agreement, dated December 2, 2021, by and between GBT Travel Services UK Limited and Andrew Crawley (incorporated by reference to Exhibit 10.24 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.18+ Supplemental Severance Agreement, dated December 2, 2021, by and between GBT Travel Services UK Limited and Paul Abbott (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.19+ Form of Time-Based Option Award Agreement under the Global Business Travel Group, Inc., Management Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022). 10.20+ Form of Time-Based Option Grant Agreement (United Kingdom) under the GBT JerseyCo Limited Amended and Restated Management Incentive Plan (incorporated by reference to Exhibit 10.34 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). 10.21+ Form of Time-Based Option Grant Agreement (United States) under the GBT JerseyCo Limited Amended and Restated Management Incentive Plan (incorporated by reference to Exhibit 10.35 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). 10.22+ Form of Time-Based Option Grant Agreement under the GBT JerseyCo Limited Management Incentive Plan (incorporated by reference to Exhibit 10.36 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on March 22, 2022). 10.23+ Form of Time-Based Restricted Stock Unit Award Agreement (Executive Leadership Team) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.9 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 11, 2022). 10.24 Put Option Letter, dated as of May 4, 2021, among GBT JerseyCo Limited, Expedia, Inc. and Juweel Investors Limited (incorporated by reference to Exhibit 10.30 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.25 Equity Contribution Agreement, dated as of August 11, 2021, among GBT JerseyCo Limited, Expedia, Inc. and Juweel Investors Limited (incorporated by reference to Exhibit 10.31 of the Company’s Registration Statement on Form S-4 (Reg. No. 333-261820), filed with the SEC on December 21, 2021). 10.26 Company Holders Support Agreement, dated as of December 2, 2021, by and among Apollo Strategic Growth Capital and the parties set forth on Schedule I thereto (incorporated by reference to Exhibit 10.32 of the Company’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on February 4, 2022). 10.27+ Form of New RSU Award Agreement (Executive Leadership Team) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit (a)(1)(K) of the Company’s Tender Offer Statement on Schedule TO-I, filed with the SEC on December 13, 2022). 10.28+ Form of New RSU Award Agreement (Non-Executive Leadership Team) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit (a)(1)(L) of the Company’s Tender Offer Statement on Schedule TO-I, filed with the SEC on December 13, 2022). 10.29+ Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC and Eric J. Bock (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2023). 19.1* I ns ider Trading Policy 21.1* List of Subsidiaries 23.1* Consent of KPMG LLP 24.1* Power of Attorney (included on the signature page herein) 31.1* Certification of Paul Abbott, Chief Executive Officer, Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Karen Williams, Chief Financial Officer, Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 78 Exhibit No. Description 32.1** Certification of Paul Abbott, Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Karen Williams, Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Global Business Travel Group, Inc. Supplemental Executive Officer Recoupment Policy , dated October 2, 2023 (incorporated by reference to Exhibit 97.1 of the Company’s Form 10-K, filed with the SEC on March 14, 2024) 101.INS* XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (embedded within the Inline XBRL document). ______________________________________________________ † Certain of the exhibits and schedule to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). ^ Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601. + Management contract or compensatory plan or arrangement. * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 79 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GLOBAL BUSINESS TRAVEL GROUP, INC. Date: March 7, 2025 By: /s/ Paul Abbott Name: Paul Abbott Title: Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Paul Abbott, Karen Williams and Eric J. Bock and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 80 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Paul Abbott Chief Executive Officer and Director (Principal Executive Officer) March 7, 2025 Paul Abbott /s/ Karen Williams Chief Financial Officer (Principal Financial Officer) March 7, 2025 Karen Williams /s/ Christopher Van Vliet Controller (Principal Accounting Officer) March 7, 2025 Christopher Van Vliet /s/ Ugo Arzani Director March 7, 2025 Ugo Arzani /s/ James P. Bush Director March 7, 2025 James P. Bush /s/ Alexander Drummond Director March 7, 2025 Alexander Drummond /s/ Gloria Guevara Manzo Director March 7, 2025 Gloria Guevara Manzo /s/ Eric Hart Director March 7, 2025 Eric Hart /s/ Raymond Donald Joabar Director March 7, 2025 Raymond Donald Joabar /s/ Michael Gregory O’Hara Director March 7, 2025 Michael Gregory O’Hara /s/ Itai Wallach Director March 7, 2025 Itai Wallach /s/ Susan Ward Director March 7, 2025 Susan Ward /s/ Kathleen Winters Director March 7, 2025 Kathleen Winters 81 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES Page Global Business Travel Group, Inc. Reports of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) F- 2 Consolidated Balance Sheets as of December 31, 2024 and 2023 F- 5 Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022 F- 6 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2024, 2023 and 2022 F- 7 Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023 and 2022 F- 8 Consolidated Statements of Changes in Total Shareholders’ Equity for the years ended December 31, 2024, 2023 and 2022 F- 9 Notes to Consolidated Financial Statements F- 10 Schedule II - Valuation and Qualifying Accounts as of December 31, 2024, 2023 and 2022 F- 58 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors Global Business Travel Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Global Business Travel Group, Inc. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 7, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates. Variable consideration related to supplier fees incentive revenues As discussed in Notes 2 and 3 to the consolidated financial statements, the Company reported travel revenue of $1,932 million for the year-ended December 31, 2024, a portion of which related to revenue from supplier fee incentives. The Company receives incentives from air travel suppliers for incremental bookings above minimum targeted thresholds established under relevant agreements. The Company estimates these incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as consideration is variable and determined by meeting volume targets. F-2 We identified the evaluation of variable consideration related to supplier fee incentive revenues as a critical audit matter. A high degree of subjective auditor judgement was required to assess the Company’s estimate of supplier fee incentive variable consideration accrued and recognized as revenue at year-end for certain suppliers, including the estimate of completed airline travel. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and operating effectiveness of certain internal controls related to the process of estimating variable consideration in revenue contracts, including a control related to the estimate of completed airline travel. For certain suppliers, we: • obtained and read contractual documents, including master agreements and other related documents, • analyzed the contractual documents to determine if all arrangement terms that may have impacted revenue recognition were identified and properly considered, including terms and conditions for incentive revenues, • developed an independent estimate of variable consideration related to supplier fee incentive revenues at year-end using historical completed airline travel data and compared it to the Company’s estimate, and • assessed management’s ability to estimate accurately by comparing the Company’s historical estimates to actual results. /s/ KPMG LLP We have served as the Company’s auditor since 2014. New York, New York March 7, 2025 F-3 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors Global Business Travel Group, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Global Business Travel Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements), and our report dated March 7, 2025 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP New York, New York March 7, 2025 F-4 GLOBAL BUSINESS TRAVEL GROUP, INC. CONSOLIDATED BALANCE SHEETS As of December 31, (in $ millions except share and per share data) 2024 2023 Assets Current assets: Cash and cash equivalents $ 536 $ 476 Accounts receivable (net of allowance for credit losses of $ 10 and $ 12 as of December 31, 2024 and 2023, respectively) 571 726 Due from affiliates 46 42 Prepaid expenses and other current assets 128 116 Total current assets 1,281 1,360 Property and equipment, net 232 232 Equity method investments 14 14 Goodwill 1,201 1,212 Other intangible assets, net 480 552 Operating lease right-of-use assets 59 50 Deferred tax assets 268 281 Other non-current assets 89 50 Total assets $ 3,624 $ 3,751 Liabilities and shareholders’ equity Current liabilities: Accounts payable $ 263 $ 302 Due to affiliates 22 39 Accrued expenses and other current liabilities 461 466 Current portion of operating lease liabilities 15 17 Current portion of long-term debt 19 7 Total current liabilities 780 831 Long-term debt, net of unamortized debt discount and debt issuance costs 1,365 1,355 Deferred tax liabilities 36 5 Pension liabilities 156 183 Long-term operating lease liabilities 63 55 Earnout derivative liabilities 133 77 Other non-current liabilities 34 33 Total liabilities 2,567 2,539 Commitments and Contingencies (see note 16) Shareholders’ equity: Class A common stock (par value $ 0.0001 ; 3,000,000,000 shares authorized; 478,904,677 and 467,092,817 shares issued, 470,904,677 and 467,092,817 shares outstanding as of December 31, 2024 and December 31, 2023, respectively) — — Additional paid-in-capital 2,827 2,748 Accumulated deficit ( 1,575 ) ( 1,437 ) Accumulated other comprehensive loss ( 146 ) ( 103 ) Treasury shares, at cost ( 8,000,000 shares and 0 shares as of December 31, 2024 and December 31, 2023, respectively) ( 55 ) — Total equity of the Company’s shareholders 1,051 1,208 Equity attributable to non-controlling interest in subsidiaries 6 4 Total shareholders’ equity 1,057 1,212 Total liabilities and shareholders’ equity $ 3,624 $ 3,751 See notes to consolidated financial statements F-5 GLOBAL BUSINESS TRAVEL GROUP, INC. CONSOLIDATED STATEMENTS OF OPERATIONS Year ended December 31, (in $ millions, except share and per share data) 2024 2023 2022 Revenue $ 2,423 $ 2,290 $ 1,851 Costs and expenses: Cost of revenue (excluding depreciation and amortization shown separately below) 967 961 832 Sales and marketing 400 394 337 Technology and content 442 413 388 General and administrative 308 294 313 Restructuring and other exit charges 13 42 ( 3 ) Depreciation and amortization 178 194 182 Total operating expenses 2,308 2,298 2,049 Operating income (loss) 115 ( 8 ) ( 198 ) Interest income 6 1 — Interest expense ( 115 ) ( 141 ) ( 98 ) Loss on early extinguishment of debt ( 38 ) — — Fair value movement on earnout and warrant derivative liabilities ( 56 ) 13 8 Other income (loss), net 17 ( 10 ) 1 Loss before income taxes and share of income (losses) from equity method investments ( 71 ) ( 145 ) ( 287 ) (Provision for) benefit from income taxes ( 66 ) 9 61 Share of income (losses) from equity method investments 3 — ( 3 ) Net loss ( 134 ) ( 136 ) ( 229 ) Less: net income (loss) attributable to non-controlling interests in subsidiaries 4 ( 73 ) ( 204 ) Net loss attributable to the Company’s Class A common stockholders $ ( 138 ) $ ( 63 ) $ ( 25 ) Basic loss per share attributable to the Company’s Class A common stockholders $ ( 0.30 ) $ ( 0.25 ) $ ( 0.50 ) Weighted average number of shares outstanding – Basic 462,695,229 251,645,498 51,266,570 Diluted loss per share attributable to the Company’s Class A common stockholders $ ( 0.30 ) $ ( 0.30 ) $ ( 0.51 ) Weighted average number of shares outstanding – Diluted 462,695,229 458,055,525 445,715,051 See notes to consolidated financial statements F-6 GLOBAL BUSINESS TRAVEL GROUP, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS Year ended December 31, (in $ millions) 2024 2023 2022 Net loss $ ( 134 ) $ ( 136 ) $ ( 229 ) Other comprehensive (loss) income, net of tax: Change in currency translation adjustments, net of tax ( 52 ) 33 ( 51 ) Unrealized gains on cash flow hedge, net of tax: Unrealized gain (loss) from cash flow hedges arising during the year 14 ( 8 ) 32 Unrealized gains on cash flow hedge reclassified to interest expense ( 9 ) ( 8 ) ( 4 ) Change in defined benefit plans, net of tax: Actuarial gain (loss), net, and prior service cost arising during the year 4 ( 34 ) 99 Amortization of actuarial (gain) loss and prior service cost in net periodic pension cost (benefit) — ( 2 ) 2 Other comprehensive (loss) income, net of tax ( 43 ) ( 19 ) 78 Comprehensive loss ( 177 ) ( 155 ) ( 151 ) Less: Comprehensive income (loss) attributable to non-controlling interests in subsidiaries 4 ( 59 ) ( 145 ) Comprehensive loss attributable to the Company’s Class A common stockholders $ ( 181 ) $ ( 96 ) $ ( 6 ) See notes to consolidated financial statements F-7 GLOBAL BUSINESS TRAVEL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended December 31, (in $ millions) 2024 2023 2022 Operating activities: Net loss $ ( 134 ) $ ( 136 ) $ ( 229 ) Adjustments to reconcile net loss to net cash from (used in) operating activities: Depreciation and amortization 178 194 182 Deferred tax charge (benefit) 34 ( 30 ) ( 65 ) Equity-based compensation 77 75 39 Allowance for credit losses 9 9 19 Loss on early extinguishment of debt 38 — — Fair value movements on earnout and warrants derivative liabilities 56 ( 13 ) ( 8 ) Other, net ( 23 ) 17 22 Changes in working capital: Accounts receivable 123 49 ( 427 ) Prepaid expenses and other current assets ( 28 ) 9 ( 29 ) Due from affiliates ( 5 ) ( 4 ) ( 18 ) Due to affiliates ( 17 ) ( 5 ) 7 Accounts payable, accrued expenses and other current liabilities ( 5 ) 26 122 Defined benefit pension funding ( 27 ) ( 29 ) ( 32 ) (Payment for) proceeds from termination of interest rate swap contracts ( 4 ) — 23 Net cash from (used in) operating activities 272 162 ( 394 ) Investing activities: Purchase of property and equipment ( 107 ) ( 113 ) ( 94 ) Other 5 ( 6 ) ( 1 ) Net cash used in investing activities ( 102 ) ( 119 ) ( 95 ) Financing activities: Proceeds from senior secured term loans, net of debt discount 1,397 131 200 Repayment of senior secured term loans ( 1,372 ) ( 3 ) ( 3 ) Repurchase of common shares ( 55 ) — — Proceeds from reverse recapitalization, net — — 269 Redemption of preference shares — — ( 168 ) Contributions for ESPP and proceeds from exercise of stock options 29 7 — Payment of taxes withheld on vesting of equity awards ( 28 ) ( 14 ) — Payment of debt financing costs ( 25 ) ( 2 ) — Prepayment penalty and other costs related to early extinguishment of debt ( 26 ) — — Other ( 5 ) 1 ( 6 ) Net cash (used in) from financing activities ( 85 ) 120 292 Effect of exchange rates changes on cash, cash equivalents and restricted cash ( 13 ) 10 ( 12 ) Net increase (decrease) in cash, cash equivalents and restricted cash 72 173 ( 209 ) Cash, cash equivalents and restricted cash, beginning of year 489 316 525 Cash, cash equivalents and restricted cash, end of year $ 561 $ 489 $ 316 Supplemental cash flow information: Cash paid (received) for income taxes, net $ 14 $ 2 $ ( 1 ) Cash paid for interest (net of interest received) $ 99 $ 142 $ 96 Issuance of shares to settle liability $ — $ 4 $ — Right-of-use assets obtained in exchange for lease obligations ( see note 9 ) Cash, cash equivalents and restricted cash consist of: As of December 31, (in $ millions) 2024 2023 Cash and cash equivalents $ 536 $ 476 Restricted cash (included in other non-current assets) 25 13 Cash, cash equivalents and restricted cash $ 561 $ 489 See notes to consolidated financial statements F-8 GLOBAL BUSINESS TRAVEL GROUP, INC. CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS’ EQUITY Voting ordinary shares Non-Voting ordinary shares Profit shares Class A common stock Class B common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Treasury shares Total equity of the Company’s shareholders Equity attributable to non-controlling interest in subsidiaries Total shareholders’ equity (in $ millions except share and per share data) Number Amount Number Amount Number Amount Number Amount Number Amount Number Amount Balance as of December 31, 2021 36,000,000 — 8,413,972 — 800,000 — — — — — 2,560 ( 1,065 ) ( 162 ) — — 1,333 1 1,334 Cumulative effect of the adoption of accounting standard update, net of tax of $ 1 — — — — — — — — — — — ( 3 ) — — — ( 3 ) — ( 3 ) Dividend on preferred shares — — — — — — — — — — ( 8 ) — — — — ( 8 ) — ( 8 ) Additional shares issued to Expedia — — 59,111 — — — — — — — 6 — — — — 6 — 6 Equity-based compensation prior to reverse recapitalization — — — — — — — — — — 5 — — — — 5 — 5 Net loss prior to reverse recapitalization — — — — — — — — — — — ( 121 ) — — — ( 121 ) ( 121 ) Other comprehensive loss, net of tax, prior to reverse recapitalization — — — — — — — — — — — — ( 47 ) — — ( 47 ) — ( 47 ) Equity prior to reverse recapitalization 36,000,000 — 8,473,083 — 800,000 — — — — — 2,563 ( 1,189 ) ( 209 ) — — 1,165 1 1,166 Reverse recapitalization, net (see note 7) ( 36,000,000 ) — ( 8,473,083 ) — ( 800,000 ) — 56,945,033 — 394,448,481 — ( 2,322 ) 1,039 183 — — ( 1,100 ) 1,195 95 Exchange of warrants for Class A shares — — — — — — 10,808,510 — — — 59 — — — — 59 — 59 Equity-based compensation after the reverse recapitalization — — — — — — — — — 34 — — — — 34 — 34 Net loss after the reverse recapitalization — — — — — — — — — — — ( 25 ) — — — ( 25 ) ( 83 ) ( 108 ) Other comprehensive income, net of tax, after the reverse recapitalization — — — — — — — — — — — — 19 — — 19 106 125 Balance as of December 31, 2022 — — — — — — 67,753,543 — 394,448,481 — 334 ( 175 ) ( 7 ) — — 152 1,219 1,371 Equity-based compensation — — — — — — — — — — 75 — — — — 75 — 75 Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 18) — — — — — — 6,269,772 — — — 7 — — — — 7 — 7 Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 18) — — — — — — ( 1,954,388 ) — — — ( 14 ) — — — — ( 14 ) — ( 14 ) Shares issued to settle liability (see note 23) — — — — — — 575,409 — — — 4 — — — — 4 — 4 Exchange of Class B common stock for Class A common stock pursuant to the Exchange Agreement (see note 7) — — — — — — 394,448,481 — ( 394,448,481 ) — 2,418 ( 1,199 ) ( 63 ) — — 1,156 ( 1,156 ) — Tax impact of corporate simplification (see note 4 and 7) — — — — — — — — — — ( 76 ) — — — — ( 76 ) — ( 76 ) Net loss — — — — — — — — — — — ( 63 ) — — — ( 63 ) ( 73 ) ( 136 ) Other comprehensive loss, net of tax — — — — — — — — — — — — ( 33 ) — — ( 33 ) 14 ( 19 ) Balance as of December 31, 2023 — — — — — — 467,092,817 — — — 2,748 ( 1,437 ) ( 103 ) — — 1,208 4 1,212 Equity-based compensation — — — — — — — — — — 78 — — — — 78 — 78 Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 18) — — — — — — 18,093,054 — — — 29 — — — — 29 — 29 Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 18) — — — — — — ( 6,281,194 ) — — — ( 28 ) — — — — ( 28 ) — ( 28 ) Dividend distribution to non-controlling interest in subsidiaries — — — — — — — — — — — — — — — — ( 2 ) ( 2 ) Purchase of treasury shares (see note 19) — — — — — — — — — — — — — 8,000,000 ( 55 ) ( 55 ) — ( 55 ) Net loss — — — — — — — — — — — ( 138 ) — — — ( 138 ) 4 ( 134 ) Other comprehensive loss, net of tax — — — — — — — — — — — — ( 43 ) — — ( 43 ) — ( 43 ) Balance as of December 31, 2024 — — — — — — 478,904,677 — — — 2,827 ( 1,575 ) ( 146 ) 8,000,000 ( 55 ) 1,051 6 1,057 See notes to consolidated financial statements F-9 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries (GBTG together with its consolidated subsidiaries, the "Company"), including GBT JerseyCo Limited (“GBT JerseyCo”), is a leading software and services company in travel, expense and meetings & events. The Company provides a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation providers and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Certain prior period amounts within the consolidated balance sheets, consolidated statements of operations and consolidated statements of cash flows have been reclassified to conform to current year presentation. Pending Merger of CWT On March 24, 2024, GBTG entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), which was subsequently amended on January 17, 2025, pursuant to which, among other things, GBTG will acquire CWT (the "Merger"). The transaction values CWT at approximately $ 570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction, GBTG expects to fund the Merger with a combination of cash and an aggregate of approximately 72 million shares of its Class A common stock, par value $ 0.0001 per share ("Class A common stock"), at a price of $ 6.00 per share as purchase consideration. The closing of the transaction is subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. In January 2025, the U.S. Department of Justice, filed suit in the U.S. District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger. On March 6, 2025, the Company received approval from the U.K. Competition and Markets Authority to complete the Merger (see note 25 - Subsequent Events ). (2) Summary of Significant Accounting Policies Consolidation The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss for the reporting periods that is attributable to third-party owners is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination (as defined in note 7 - Certain Corporate Transactions ) , the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the F-10 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, derivatives such as interest rate swaps and cross-currency interest rate swaps, earnout shares and accrual of contingent liabilities. Actual results could differ materially from those estimates. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. Accounts Receivable and Allowance for Credit Losses Accounts receivable primarily includes trade accounts receivable from business clients and travel suppliers, and receivables from government for grants, less allowances for credit losses. The Company adopted the guidance on allowance for credit losses in ASC 326 – Financial Instruments - Credit Losses , (“ASC 326”) for the measurement of credit losses for its financial assets, mainly the accounts receivable, on January 1, 2022. Under this standard, the previous “incurred loss” approach was replaced with an “expected loss” model for financial instruments measured at amortized cost. The adoption of this standard resulted in a $ 4 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities with a corresponding increase of $ 3 million in the Company’s opening accumulated deficit as of January 1, 2022. The Company estimates lifetime expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics, of its customers and the related receivables, which include size, type (e.g., business clients vs. supplier and credit card vs. non-credit-card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivables. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed at each quarter based on the Company’s specific facts and circumstances. Actual write-offs may vary from such estimates of credit losses. The majority of the Company’s receivables are trade receivables due in less than one year. Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are generally fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer. During the year ended December 31, 2022, the Company recognized in its consolidated statements of operations government grants and other government assistance or benefits of $ 24 million, received towards pandemic support payment, as a reduction of its operating expenses. There were no government grants received for the years ended December 31, 2024 and 2023. As of both December 31, 2024 and 2023, the Company had a receivable of $ 1 million, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. F-11 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company also capitalizes certain costs associated with the acquisition or development of internal-use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 3 – 5 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 – 10 years or lease term Furniture, fixtures and other equipment Up to 7 years Upon retirement or other disposal of property and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds received, if any, is recorded in consolidated statements of operations as gain (loss) on disposal of asset within general and administrative expense. Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company's share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. There were no impairments of equity method investments during the years ended December 31, 2024, 2023 and 2022. Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. A goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Fair values F-12 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2024, 2023 and 2022 because qualitative and/or quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Business client relationships 10 – 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. There was no impairment of finite-lived other intangible assets or long-lived assets during the years ended December 31, 2024, 2023 and 2022. Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lease agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease prepayments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non-lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. F-13 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Operating leases are included in operating lease ROU assets, and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is generally recognized on a straight-line basis over the lease term. Finance lease assets are included in property and equipment, net, and finance lease liabilities are included within current portion of long-term debt and long-term debt, net of unamortized debt discount and debt issuance cost on the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as non-current assets and/or liabilities on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company regularly assesses the realizability of all its deferred tax assets. An adjustment to the conclusion as to whether it is more likely than not that the Company will realize the benefit of the deferred tax assets would impact the income tax expense in the period for which it is determined this analysis has changed. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income in those jurisdictions where the deferred tax assets are located during the periods in which those temporary differences become deductible. When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including the Company’s ability to carry back net operating losses ("NOLs") to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/provision for income taxes in its consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. F-14 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, including unrealized gains and losses on derivatives accounted for as net investment hedges, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on derivatives accounted for as effective cash flow hedges. Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash, cash equivalents and restricted cash and accounts receivable. The Company maintains cash, cash equivalents and restricted cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash, cash equivalents and restricted cash are primarily composed of current account balances in banks, are primarily denominated in U.S. dollar, British pound sterling and Euro currencies and a portion of which is interest-bearing. As of December 31, 2024, approximately 54 % of our cash, cash equivalents and restricted cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. Revenue Recognition The Company generates revenue in two primary ways: • Travel Revenues which include fees received from business clients and travel suppliers 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 • Products and Professional Services Revenues which include revenues received from business clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) business clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a business client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/business clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenues Client Fees Transaction Fees and Other Revenues : The Company enters into contracts with business clients to provide travel-related services each period over the contract term. The Company’s obligation to the client is to stand ready to provide service over the contractual term. The performance obligations under these contracts are typically satisfied over time as the clients benefit from these services as they are performed. The Company receives nonrefundable transaction fees from business clients each time a travel transaction is processed. Transaction fee revenue, which is unit-priced under the service contract, is generally allocated to and recognized in the period the transaction is processed. The Company also receives revenue from the provision of other transactional services to clients such as revenue generated from the provision of servicing after business close or during travel disruption. Such other transactional travel revenue is also generally allocated to and recognized in the period when the travel transaction is processed. F-15 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consideration Payable to Clients and Client Incentives : As part of the arrangements with business clients, the Company may be contractually obligated to share with them the commissions collected from travel suppliers that are directly attributable to the Company’s business with the business clients. Additionally, in certain contractual agreements with its clients, the Company promises consideration to them in the form of credits or upfront payments. The Company capitalizes such consideration payments to its clients and recognizes it ratably over the period of contract, as a reduction of revenue, as the revenue is recognized, unless the payment is in exchange for a distinct good or service that the business clients transfer to the Company. The capitalized upfront payments are reviewed for recoverability and impairment based on future forecasted revenues, and are included within other non-current assets or liabilities, net, on the Company’s consolidated balance sheets. Supplier Fees Base Commissions and Incentives : Certain of the Company’s travel suppliers (e.g., airlines, hotels, car rental companies, and rail carriers) pay commissions and/or fees on tickets issued, sales and other services provided by the Company based on contractual agreements to promote or distribute the travel supplier content. Commissions and fees from travel suppliers are generally recognized (i) at the time a ticket is purchased for air travel reservations as the Company’s performance obligation to the supplier is satisfied at the time of ticketing and (ii) upon fulfillment of the reservation for hotels and car rentals as the performance obligation to the hotel and car rental companies is not satisfied until the customer has checked-in to the hotel property and/or picked-up the rental car. Incentive Revenues : The Company receives incentives from air travel suppliers for flown incremental bookings above minimum targeted thresholds established under the contract. The Company estimates such incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as the consideration is variable and determined by meeting volume targets. The Company allocates the variable consideration to the flown bookings during the incentive period, which is generally determined by the airlines to be a single fiscal quarter, and recognizes that amount as the related performance obligations are satisfied, to the extent that it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. GDS Revenues : In certain transactions, the GDS provider receives commission revenues from travel suppliers in exchange for distributing its content and distributes a portion of these commissions to the Company as an incentive for the Company to utilize its platform. Therefore, the Company views payments from the providers of the GDS as commissions from travel suppliers and recognize these commissions in revenue as travel bookings are made through the GDS platform. Products and Professional Services Revenues Management Fees : The Company receives management fees from business clients for travel management services. The Company’s obligation to the client is to stand ready to provide service over the contractual term. The performance obligation under these contracts are typically satisfied over time as the clients benefit from these services as they are performed. Management fees are recognized ratably over the contract term as the performance obligation is satisfied on a stand-ready basis over the contract period. Product Revenues : Revenue from provision of travel management tools to business clients to manage their travel programs are recognized ratably over the contract term as the performance obligation is satisfied over the contract period over which the travel-related products are made available to the clients. Consulting and Meeting and Events Revenues : The Company receives fees from consulting and meetings and events planning services that are recognized over the contract term as the promised services are delivered by the Company’s personnel. Other Revenues : Fees from Network Partners are recognized in proportion to sales as sales occur over the contract term, as the performance obligation is satisfied. Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s travel counselors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools. F-16 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Sales and marketing Sales and marketing primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. Restructuring and Other Exit Charges Restructuring and other exit charges consist primarily of costs associated with employee severances and contract exit costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. Costs associated with exit or disposal activities and contract termination costs are presented as restructuring charges in the consolidated statement of operations. Restructuring accruals are recorded within restructuring and other exit charges in the consolidated statements of operations and the restructuring liability is included within accrued expenses and other current liabilities in the consolidated balance sheets. Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in sales and marketing expenses on the consolidated statements of operations, was approximately $ 5 million, $ 5 million and $ 6 million for the years ended December 31, 2024, 2023 and 2022, respectively. Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of equity awards to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the grant date and vesting conditions. Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans and presents it as a non-current liability on its consolidated balance sheets. The funded status is the difference between the fair value of plan F-17 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all defined benefit plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension cost (benefit), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method and amounts reclassified from accumulated other comprehensive loss related to terminated interest rate swaps that were accounted for as effective cash flow hedges. Interest income is comprised of interest earned from bank deposits. Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. During the years ended December 31, 2024, 2023 and 2022, the Company has net foreign exchange gain (loss) of $ 22 million, $( 5 ) million and $( 7 ) million, respectively, which is included within other income (loss), net, on the consolidated statements of operations. Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) available to the Company’s common shareholders by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include restricted stock units (RSU) and stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted income (loss) per share if their effect of inclusion would be antidilutive. Earnout Derivative Liabilities and Warrant Instruments The Company accounts for its earnout shares (see note 17 – Earnout Derivative Liabilities ) in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging ,” (“ASC 815”) whereby, under that provision, the earnout shares do not meet the criteria for equity treatment and are recorded as liabilities. Accordingly, the Company classifies the F-18 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS earnout shares as liabilities at fair value at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statements of operations. The earnout share liabilities will be remeasured at fair value until such earnout shares are no longer contingent. The fair value of earnout shares is determined using Monte Carlo valuation method and is categorized as level 3 on the fair value hierarchy (see note 22 – Fair Value Measurements ). The Company also had warrants that were exchanged for Common Stock in October 2022. As the warrants did not meet the criteria for equity treatment, they were accounted for in a manner similar to earnout shares i.e., as a liability remeasured at fair value at each reporting date, in accordance with the guidance contained in ASC 815, with any change in fair value recognized in the Company's consolidated statements of operations. The fair value of warrants was determined using a market price for the public warrants and, when relevant, Black-Scholes model for the private warrants. In October 2022, GBTG issued 10,444,363 shares of Common Stock in exchange for the warrants tendered in the exchange offer and a further 364,147 shares of Common Stock following amendment to the warrant agreement to acquire and retire all remaining untendered warrants. Subsequent to the completion of the such exchanges, there were no warrants outstanding with the warrant liability of $ 59 million extinguished and the amount credited to additional paid in capital. Recently Adopted Accounting Pronouncements Segment Reporting In November 2023, the Financial Accounting Standard Board (the "FASB") issued ASU No. 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " which expands the segment reporting disclosures and primarily requires disclosures on (i) significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included within each reported measure of segment operating results, (ii) the total amount of any other items included in segment operating results which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items and (iii) CODM’s title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and deciding how to allocate resources. The update also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. The Company adopted this guidance on January 1, 2024, on a retrospective basis, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance. However, additional disclosures related to the Company’s segment have been disclosed (see note 24 - Segment Information) . Reference rate reforms In March 2020, the the FASB issued Accounting Standards Update ("ASU") No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”), which was discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU impact contract modifications and other changes that occur while LIBOR was phased out. In December 2022, the FASB issued ASU No. 2022-06, “ Reference Rate Reform: Deferral of the Sunset Date of Topic 848 .” As a result of the U.K. Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024. The Company evaluated and applied optional expedients available under this guidance, as applicable, and there was no material impact on the Company’s consolidated financial statements. Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “ Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This updated guidance amends the current business combination guidance where an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is to be applied prospectively to all business combinations that occur on or after the date of initial application. The Company F-19 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance. Credit Losses In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which significantly changed how entities account for credit losses for most financial assets, including accounts receivable, and certain other instruments that are not measured at fair value through net income. The new guidance replaced the then existing incurred loss impairment model with an expected loss methodology, which results in a more timely recognition of credit losses. The Company adopted ASU 2016-13 on a prospective basis, effective January 1, 2022, and recognized a $ 3 million cumulative adjustment, net of taxes, in accumulated deficit. Income Taxes In December 2021, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes ” that amended the guidance to simplify accounting for income taxes, including elimination of certain exceptions in then current guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments (changes from a subsidiary to equity method investments and vice versa), etc. The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance. Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance ” which provides for disclosures by business entities about government assistance. The amendments in this update required disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions and (3) the effect of the transactions on an entity’s financial statements. The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance. Accounting Pronouncements – Not Yet Adopted Disaggregated Expenses In November 2024, the FASB issued ASU No. 2024-03 " Disaggregation of Income Statement Expenses" which provides guidance on additional disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s expenses, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows. Income Taxes In December 2023, the FASB issued ASU No. 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures ". The update primarily requires the Company to provide (i) further disaggregation for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes and (ii) annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. The update is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s income taxes, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows. F-20 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenues which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation and (ii) Products and Professional Services Revenues which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Year ended December 31, (in $ millions) 2024 2023 2022 Travel revenue $ 1,932 $ 1,827 $ 1,444 Products and professional services revenue 491 463 407 Total revenue $ 2,423 $ 2,290 $ 1,851 Payments from customers are generally received within 30 - 60 days of invoicing or from their contractual date agreed under the terms of contract. The Company evaluates collectability of accounts receivable based on a combination of factors and records credit losses applying its accounting policy. Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. The opening and closing balances of the Company’s accounts receivable, net, contract assets and contract liabilities are as follows: Contract liabilities (in $ millions) Accounts receivable, net Client incentives, net (non-current) Deferred revenue (current) Balance as of December 31, 2024 $ 570 $ 19 $ 31 Balance as of December 31, 2023 $ 725 $ 9 $ 19 Accounts receivables, net, exclude balances not related to contracts with customers. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the year ended December 31, 2024, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $ 18 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2023. Remaining Performance Obligations The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected contract term of one year or less. As of December 31, 2024, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $ 2 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 2 years. (4) Income Taxes As discussed in note 1 – Business Description and Basis of Presentation and note 7 - Certain Corporate Transactions , GBTG, a Delaware corporation and U.S. tax resident, entered into a series of transactions that eliminated the Up-C Structure on July 10, 2023, and resulted in GBTG acquiring full economic ownership of GBT JerseyCo. GBT F-21 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JerseyCo’s U.S. tax partnership status was terminated as a result of the Corporate Simplification, and it is now classified as a single member LLC. Prior to the Corporate Simplification, GBTG owned approximately 16 % of GBT JerseyCo and, as a U.S. tax resident shareholder, recognized certain deferred tax assets and liabilities in respect of its proportionate interest in GBT JerseyCo. As a direct result of the Corporate Simplification, 100 % of GBT JerseyCo's deferred tax assets and liabilities now flow through to GBTG, in proportion to its increased economic ownership of GBT JerseyCo. These deferred tax items relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S. taxes on branch income which will bear reduced foreign tax credits until the foreign branches NOL carryforwards, which will shield local taxation, but not U.S. taxation, are fully utilized. A net deferred tax charge of $ 76 million was recorded within equity during 2023 as a result of the increased ownership and the partnership termination as the entire amount arose as a direct consequence of the Corporate Simplification. The following table summarizes the Company’s domestic (U.S.) and foreign results (non-U.S.) before income taxes and share of income (losses) from equity method investments. Year ended December 31, (in $ millions) 2024 2023 2022 Domestic $ ( 3 ) $ ( 37 ) $ ( 129 ) Foreign ( 68 ) ( 108 ) ( 158 ) Loss before income taxes and share of losses from equity method investments $ ( 71 ) $ ( 145 ) $ ( 287 ) The components of (provision for) benefit from income taxes consist of the following: Year ended December 31, (in $ millions) 2024 2023 2022 Current taxes: Domestic $ ( 11 ) $ ( 14 ) $ — Foreign ( 21 ) ( 7 ) ( 4 ) Current income tax expense ( 32 ) ( 21 ) ( 4 ) Deferred taxes: Domestic ( 35 ) 34 35 Foreign 1 ( 4 ) 30 Deferred tax (charge) benefit ( 34 ) 30 65 (Provision for) benefit from income taxes $ ( 66 ) $ 9 $ 61 F-22 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below sets forth a reconciliation of amounts computed by applying the U.S. federal statutory income tax rate of 21% to loss before income taxes to (provision for) benefit from income taxes for the years ended December 31, 2024, 2023 and 2022 . Year ended December 31, (in $ millions, except percentages) 2024 2023 2022 Statutory tax rate 21.00 % 21.00 % 21.00 % Tax benefit at statutory tax rate $ 15 $ 31 $ 60 Changes in taxes resulting from: Foreign branch accounting /Impact of Up-C structure ( 28 ) 7 ( 4 ) Income not subject to tax 1 1 3 Equity-based compensation ( 4 ) ( 5 ) ( 3 ) Fair value movement on earnout and warrant derivative liabilities ( 14 ) 3 1 Transaction costs ( 10 ) ( 3 ) ( 3 ) Other expenses not deductible for tax ( 5 ) ( 2 ) ( 10 ) Minimum taxes ( 8 ) ( 4 ) — Local, state, and withholding taxes ( 1 ) ( 5 ) 7 Change in valuation allowance ( 2 ) ( 17 ) ( 11 ) Change in enacted tax rates 6 — — Rate differential in the United Kingdom — — 6 Foreign tax rate differential 3 3 1 Return to provision adjustment ( 12 ) 1 13 Tax settlement and uncertain tax positions ( 8 ) — 3 Other, net 1 ( 1 ) ( 2 ) (Provision for) benefit from income taxes $ ( 66 ) $ 9 $ 61 Effective tax rate 92.96 % 6.32 % 21.26 % The Company’s effective tax rate for the year ended December 31, 2024 was significantly higher than the statutory rate of 21% primarily due to expenses not deductible for taxes. The Company’s effective tax rate for the year ended December 31, 2023 was lower than the statutory tax rate of 21% primarily due to changes in valuation allowances and expenses not deductible for taxes. The Company’s effective tax rate for the year ended December 31, 2022 was broadly in line with respective statutory tax rate. F-23 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, (in $ millions) 2024 2023 Deferred tax assets: Net operating loss carryforwards 339 $ 396 Pension liability 68 79 Interest expense deduction restriction 64 61 Operating lease liabilities 26 25 Equity-based compensation 20 28 Property and equipment 15 17 Accrued liabilities 35 26 Goodwill 166 180 Other intangible assets 95 70 Other 3 3 Valuation allowance ( 149 ) ( 146 ) Deferred tax assets 682 739 Netted against deferred tax liabilities ( 414 ) ( 458 ) Deferred tax assets as presented in the consolidated balance sheets $ 268 $ 281 Deferred tax liabilities: Foregone foreign branch/deferred tax assets $ ( 288 ) $ ( 299 ) Other intangible assets ( 122 ) ( 136 ) Operating lease ROU assets ( 21 ) ( 18 ) Property and equipment ( 4 ) ( 1 ) Goodwill ( 2 ) ( 4 ) Other ( 13 ) ( 5 ) Deferred tax liabilities ( 450 ) ( 463 ) Netted against deferred tax assets 414 458 Deferred tax liabilities as presented in the consolidated balance sheets $ ( 36 ) $ ( 5 ) The Company recognizes deferred taxes on the undistributed earnings of foreign subsidiaries, as these earnings are not deemed to be indefinitely reinvested. Foreign deferred taxes liabilities of approximately $ 3 million and $ 3 million as of December 31, 2024, and 2023 , respectively, have been provided on these earnings. The Company has net operating loss (“NOL”) carryforwards related to its global operations of approximately $ 1,330 million, of which $ 1,296 million have an indefinite life. The remaining NOL carryforwards will expire as follows: (in $ millions) Amount 2025-2029 $ 10 2030-2034 21 2035-2044 3 As of December 31, 2024 and 2023 , the Company had valuation allowance on its deferred tax assets of $ 149 million and $ 146 million, respectively, that is related primarily to unrealized NOLs. As of December 31, 2024, a valuation allowance has been created against deferred tax assets relating to approximately $ 419 million of the total gross losses, where the Company believes it is less likely that it will be able to utilize these assets in the future. For the deferred tax assets related to remaining NOLs against which there is no valuation allowance, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets. F-24 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Many jurisdictions are introducing or have recently introduced tax legislation that aims to restrict the tax deduction of expenditure in certain circumstances and to impose minimum taxation in an attempt to raise taxes (e.g. OECD’s Base Erosion and Profit Shifting ("BEPS") measures and the U.S. Inflation Reduction Act ("IRA")). The Company does not expect a material impact from the implementation of this legislation but continues to monitor and assess any future impacts. As of December 31, 2024 and 2023, the Company has accrued for a tax liability of $ 16 million and $ 11 million, respectively, associated with uncertain tax positions, including interest and penalties thereon, arising from differences between amounts recorded in the consolidated financial statements and amounts expected to be included in tax returns. The majority of uncertain tax positions are under discussions with tax authorities and the Company does not believe that the outcome of current and future examinations will have a material impact on its consolidated financial statements. The movement of uncertain tax position liability is as follows: As of December 31, (in $ millions) 2024 2023 2022 Balance, beginning of the year $ 11 $ 4 $ 7 Increases to tax positions related to the current year 8 8 1 Decrease in tax positions related to prior years — ( 1 ) — Release due to expiry of statute of limitations ( 2 ) — ( 4 ) Foreign exchange movement ( 1 ) — — Balance, end of the year $ 16 $ 11 $ 4 There were no settlements of uncertain tax position liability during any of the years presented. As of December 31, 2024, the Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes in its consolidated statement of operations. During the year ended December 31, 2024, the Company accrued $ 3 million of interest and penalties. There were no material amounts of interest or penalty charged (credited) to the Company’s consolidated statements of operations for the years ended December 31, 2023 and 2022. The Company is subject to taxation in various countries in which the Company operates. As of December 31, 2024, tax years for 2015 through 2024 are open to examination by the tax authorities in the major tax jurisdictions, mainly in the U.K. (5) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of December 31, (in $ millions) 2024 2023 Prepaid technology costs $ 47 $ 36 Prepaid travel expenses 12 13 Value added and similar taxes receivables 9 10 Income tax receivable 9 12 Other prepayments and receivables 51 45 Prepaid expenses and other current assets $ 128 $ 116 F-25 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (6) Property and Equipment, Net Property and equipment, net, consist of: As of December 31, (in $ millions) 2024 2023 Capitalized software for internal use $ 521 $ 452 Computer equipment 57 66 Leasehold improvements 50 62 Furniture, fixtures and other equipment 10 9 Capital projects in progress 6 1 644 590 Less: accumulated depreciation and amortization ( 412 ) ( 358 ) Property and equipment, net $ 232 $ 232 As of December 31, 2024 and 2023, the Company had capital lease assets of $ 15 million and $ 11 million, respectively, with accumulated depreciation of $ 7 million and $ 5 million, respectively, included within computer equipment and furniture, fixtures and equipment. Depreciation and amortization expense for the years ended December 31, 2024, 2023 and 2022 was $ 107 million, $ 104 million and $ 89 million, respectively. Depreciation and amortization include $ 79 million, $ 71 million and $ 62 million of amortization related to capitalized software for internal use for the years ended December 31, 2024, 2023 and 2022, respectively. There were no material gain or loss on disposal of property and equipment recorded within each of the years in the three- year period ended December 31, 2024. (7) Certain Corporate Transactions Business Combination In May 2022, following the closing of a business combination agreement (“Business Combination Agreement”), GBT JerseyCo became a direct subsidiary of GBTG (the “Business Combination”) which was accounted for as a reverse recapitalization. Thereupon: (a) GBTG held its investments in GBT JerseyCo (a tax resident in the United Kingdom (“U.K.”)) and its subsidiaries through an umbrella partnership-C corporation structure (“Up-C structure”) and GBT JerseyCo was considered a partnership for U.S. tax purposes (the Up-C structure was subsequently eliminated through a Corporate Simplification transaction discussed below); (b) American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of the Cayman Islands, and EG Corporate Travel Holdings LLC, a Delaware limited liability company (“Expedia,” and collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”) were holders of non-voting redeemable shares of GBT JerseyCo., designated as "B Ordinary Shares" ("GBT JerseyCo B Ordinary Shares") in the Fourth Amended and Restated Memorandum of Association of GBT JerseyCo and the Third Amended and Restated GBT JerseyCo Articles of Association (collectively the "Amended and Restated M&A") with a nominal value of € 0.00001 ; (c) GBTG owned voting redeemable shares of GBT JerseyCo., designated as "A Ordinary Shares" ("GBT JerseyCo A Ordinary Shares") in the Amended and Restated M&A with a nominal value of € 0.00001 ; and (d) Continuing JerseyCo Owners owned Class B Common Stock and other public stockholders owned Class A Common Stock of GBTG. (e) The Continuing JerseyCo Owners and holders of GBT JerseyCo’s stock options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and after Corporate Simplification transaction (discussed below) are convertible to shares of Class A Common Stock of GBTG. Further, certain of Class A Common Stock are subject to F-26 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS forfeitures and surrender/cancellations for no consideration if the Class A Common Stock does not meet certain price thresholds over a certain period of time. All such shares are referred to as “earnout shares” (see note 17 - Earnout Shares ). (f) GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (as subsequently amended from time to time, the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their GBT JerseyCo B Ordinary Shares for shares of Class A Common Stock on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. The Exchange Agreement also provided GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owners shares of Class A Common Stock (a “direct exchange”). Concurrently with the closing of the Business Combination Agreement, the Company entered into certain other related agreements which are discussed further in note 19 – Shareholders’ Equity and note 23 – Related Party Transactions . Corporate Simplification In July 2023, GBTG entered into a series of transactions that simplified its organizational structure (the "Corporate Simplification"). As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of Class A Common Stock. Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below in note 23 - Related Party Transactions ), to provide, among other things, that the GBT JerseyCo C Ordinary Shares owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement. The BCA Amendment also provides that certain rights of holders of GBT JerseyCo C Ordinary Shares with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG. Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo. As a result of the Corporate Simplification: • GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding GBT JerseyCo B Ordinary Shares and all of the issued and outstanding shares of Class B Common Stock held by them; • GBTG became the sole holder of all the issued and outstanding GBT JerseyCo A Ordinary Shares; there are no shares of Class B Common Stock or GBT JerseyCo B Ordinary Shares that remain issued and outstanding; • no net income (loss) or shareholder’s equity was allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company since the date of Corporate Simplification; and tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S. tax partnership arrangement) ceased, with GBTG assuming 100% of income tax liability for any incremental U.S. tax payable related to GBT JerseyCo’s income from international operations. F-27 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (8) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the years ended December 31, 2024 and 2023: (in $ millions) Amount Balance as of December 31, 2022 $ 1,188 Currency translation adjustments 24 Balance as of December 31, 2023 1,212 Currency translation adjustments ( 11 ) Balance as of December 31, 2024 $ 1,201 There were no goodwill impairment losses recorded for the years ended December 31, 2024, 2023 and 2022 and there are no accumulated goodwill impairment losses as of December 31, 2024. The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2024 and 2023: December 31, 2024 December 31, 2023 Cost Accumulated amortization Net Cost Accumulated amortization Net (in $ millions) Trademarks/trade names $ 114 $ ( 79 ) $ 35 $ 114 $ ( 73 ) $ 41 Business client relationships 797 ( 354 ) 443 801 ( 305 ) 496 Supplier relationships 254 ( 252 ) 2 254 ( 239 ) 15 Travel partner network 4 ( 4 ) — 4 ( 4 ) — Other intangible assets, net $ 1,169 $ ( 689 ) $ 480 $ 1,173 $ ( 621 ) $ 552 Amortization expense relating to definite-lived intangible assets was $ 71 million, $ 90 million and $ 93 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, the estimated amortization expense relating to definite-live intangible assets, assuming no subsequent impairment of the underlying assets, for each of the five succeeding years and periods thereafter is as follows: (in $ millions) Amount 2025 $ 50 2026 49 2027 48 2028 48 2029 48 Thereafter 237 Total $ 480 (9) Leases The Company has operating leases in various countries primarily for office facilities and finance leases primarily for information technology equipment and vehicles. As of December 31, 2024, the Company’s leases generally do not contain any material residual value guarantees or material restrictive covenants. The depreciable life of lease ROU assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The operating lease cost, including short term leases, recognized in the consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022 was $ 24 million, $ 31 million and $ 26 million, respectively. Short term lease cost is $ 2 million, $ 5 million and $ 5 million for the years ended December 31, 2024, 2023 and 2022, respectively. F-28 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The finance lease amounts recognized in the consolidated statements of operations relating to amortization of ROU assets and interest on finance lease obligations was $ 3 million, $ 2 million and $ 1 million for the years ended December 31, 2024, 2023, and 2022, respectively. The following table sets out supplemental cash flow information related to leases for the years ended December 31, 2024, 2023 and 2022: Year ended December 31, (in $ millions) 2024 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 28 $ 30 $ 30 Cash used in financing activities related to finance leases $ 2 $ 2 $ 2 ROU assets obtained in exchange for lease obligations: Operating lease $ 30 $ 10 $ 21 Finance lease $ 5 $ 2 $ 1 The following table sets out supplemental other information related to leases: 2024 2023 2022 Weighted average remaining lease term: Operating leases 6.2 years 5.9 years 6.2 years Finance leases 2.1 years 2.3 years 1.2 years Weighted average discount rate: Operating lease 8.37 % 9.03 % 8.42 % Finance lease 7.88 % 9.66 % 5.08 % During the years ended December 31, 2024 and 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. The Company applied lease reassessment and modification guidance and evaluated the ROU assets for potential impairment. Where the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company accelerates the amortization of operating lease ROU asset and related leasehold improvements at those premises. Accelerated amortization is recognized from the date that the Company approves the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date. The accelerated amortization of operating lease ROU asset is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations. Accelerated amortization of any related leasehold improvements is recorded as a component of depreciation and amortization in the Company’s consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date. For the years ended December 31, 2024 and 2023, the Company recorded $ 4 million and $ 7 million as accelerated amortization of operating lease ROU asset. There was no impairment or accelerated amortization of operating lease ROU asset recorded during the year ended December 31, 2022. The following table sets out the undiscounted future payments for operating lease liabilities as of December 31, 2024. For the undiscounted future payments for finance lease liabilities see note 13 - Long-term Debt . F-29 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in $ millions) Amount 2025 $ 20 2026 19 2027 15 2028 10 2029 8 Thereafter 30 Total 102 Less: Interest cost included ( 24 ) Total lease liabilities 78 Less: Current portion of lease liabilities ( 15 ) Long-term portion of lease liabilities $ 63 (10) Other Non-Current Assets Other non-current assets consist of: As of December 31, (in $ millions) 2024 2023 Derivative asset $ 27 $ 7 Cloud computing arrangements 26 24 Restricted Cash 25 13 Other assets 11 6 Other non-current assets $ 89 $ 50 (11) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: As of December 31, (in $ millions) 2024 2023 Accrued payroll and related costs $ 174 $ 184 Accrued operating expenses 146 160 Client deposits 55 53 Deferred revenue 31 19 Accrued interest payable 20 5 Accrued restructuring costs ( see note 12 ) 12 30 Value added and similar taxes payable 12 12 Other payables 11 3 Accrued expenses and other current liabilities $ 461 $ 466 F-30 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (12) Restructuring, Exit and Related Charges The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the years ended December 31, 2024, 2023 and 2022: (in $ millions) Employee Related Facility - Non-Lease Related Facility - Lease Related Total Balance as of December 31, 2022 8 3 — 11 Expenses incurred 39 3 10 52 Non-cash — — ( 10 ) ( 10 ) Cash settled ( 21 ) ( 2 ) — ( 23 ) Balance as of December 31, 2023 26 4 — 30 Expenses incurred 11 2 5 18 Non-cash — — ( 5 ) ( 5 ) Cash settled ( 28 ) ( 3 ) ( 31 ) Balance as of December 31, 2024 $ 9 $ 3 $ — $ 12 Employee Severance Costs On January 24, 2023, the Company announced changes to its internal operating model. The Company fully accrued for the costs of approximately $ 35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions were substantially completed as at December 31, 2023. Further, from time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency. As a result, during the years ended December 31, 2024 and 2023, the Company incurred costs mainly related to employee severance of $ 11 million and $ 4 million, respectively. All employee severance costs are included within restructuring charges in the consolidated statement of operations. Facilities Consolidation and Rationalization The Company undertakes initiatives to consolidate and rationalize its office facilities at different geographical locations to reduce costs and improve efficiency. See note 9 - Leases for further discussion. Facility - lease related charges consist of (i) accelerated amortization of operating lease ROU assets of $ 4 million and $ 7 million for the years ended December 31, 2024 and 2023, respectively, which is included within general and administrative expense and (ii) accelerated amortization of leasehold improvements related to abandoned leases of $ 1 million and $ 3 million for the years ended December 31, 2024 and 2023, respectively, which is included within depreciation and amortization expense, in the consolidated statements of operations. Estimated future costs related to other non-lease components (e.g.,common area maintenance charges), accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date, amounted to $ 2 million and $ 3 million as of December 31, 2024 and 2023, respectively. F-31 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (13) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2024 2023 Amended and Restated Senior Secured Credit Agreement Principal amount of senior secured term loans (Maturity - July 2031) $ 1,400 $ — Original Senior Secured Credit Agreement Principal amount of senior secured initial term loans — 237 Principal amount of senior secured tranche B-3 term loans — 1,000 Principal amount of senior secured tranche B-4 term loans — 135 Other borrowings 8 6 1,408 1,378 Less: Unamortized debt discount and debt issuance costs ( 24 ) ( 16 ) Total debt, net of unamortized debt discount and debt issuance costs 1,384 1,362 Less: Current portion of long-term debt ( 19 ) ( 7 ) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,365 $ 1,355 Amended and Restated Senior Secured Credit Agreement On July 26, 2024 (the “Refinancing Date”), GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower") entered into an amended and restated senior secured credit agreement (the “A&R Credit Agreement”) which provides for a $ 1,400 million senior secured first lien term loan facility (the “Initial Term Facility”, and the loans thereunder, the “Initial Term Loans”) and a $ 360 million senior secured first lien revolving credit facility (the “Revolving Credit Facility”, and the loans thereunder, the “Revolving Loans”). The Initial Term Loans were drawn in full on the Refinancing Date and the proceeds thereof were used to repay in full the outstanding principal amount of all tranches of term loans outstanding, including accrued interest and other amounts payable, under the Company's then existing senior secured credit agreement (the "Original Credit Agreement"). The A&R Credit Agreement amended and restated the Original Credit Agreement in its entirety. The repayment of term loans under the Original Credit Agreement resulted in a loss on early extinguishment of debt of $ 38 million. The Company incurred total costs of debt refinancing of $ 25 million, which has been capitalized as debt issuance cost and will be amortized to interest expense over the term of the Initial Term Facility and the Revolving Credit Facility, using the effective interest rate method. The Initial Term Loans mature on July 26, 2031. Principal amounts outstanding under the Initial Term Loans are required to be repaid on a quarterly basis, commencing March 31, 2025, at an amortization rate of 1.00 % per annum, with the balance due at maturity. At the option of the Initial Borrower, amounts borrowed under the Initial Term Facility may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (i) a prepayment premium of 1 % of the principal amount of the Initial Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 (see note 25 - Subsequent Events ) and (ii) customary breakage costs in connection with certain prepayments of loans). Further, subject to certain exceptions set forth in the A&R Credit Agreement, the Initial Borrower is required to prepay loans under the Initial Term Facility with (i) 50 % (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the A&R Credit Agreement and commencing with the financial year ending December 31, 2025) in excess of a threshold amount, (ii) 100 % (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, and (iii) 100 % of the net cash proceeds from the incurrence of certain indebtedness. The Revolving Credit Facility has (i) a $ 150 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $ 50 million sublimit for letters of credit, and (iii) a $ 50 million sublimit for swingline borrowings. Extensions of credit under the 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 F-32 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS general corporate purposes. The Revolving Credit Facility matures on July 26, 2029. At the option of the Initial Borrower, amounts borrowed under the Revolving Credit Facility may be voluntarily prepaid, and/or the commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than customary breakage costs in connection with certain prepayments of loans). As of December 31, 2024, the Company had $ 360 million of availability under the Revolving Credit Facility. The A&R Credit Agreement initially provided that the Initial Term Loans and the Revolving Loans (collectively, the “Loans”) bear interest based on the secured overnight financing rate ("SOFR") (or an alternative reference rate for amounts denominated in a currency other than U.S. dollars), or, at the Initial Borrower’s option, in the case of amounts denominated in U.S. dollars,the Base Rate (as defined in the A&R Credit Agreement), plus, as applicable, a margin of (i) in the case of Initial Term Loans, 3.00 % per annum for SOFR-based Loans (or 2.00 % per annum for Base Rate-based Loans) and (ii) in the case of the Revolving Loans, 2.75 % per annum for SOFR-based Loans (or 1.75 % per annum for Base Rate-based Loans). The SOFR floor is 0.00 % for Loans under the A&R Credit Agreement. In February 2025, the Company entered into an amendment to the A&R Credit Agreement, reducing the margin on the Initial Term Loans by 50 basis points(see note 25 - Subsequent Events) . As of December 31, 2024, the Initial Borrower is required to pay, quarterly in arrears, a fee based on the average daily unused commitments under the Revolving Credit Facility of 0.375 % per annum, with a single step-down to 0.25 % per annum upon an upgrade of the Initial Borrower’s debt rating from at least one of the specified credit rating agencies on or prior to the first anniversary of the closing of the pending Merger of CWT. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the A&R Credit Agreement. 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. Covenants The A&R Credit Agreement contains various affirmative and negative covenants, which are similar to those set forth in the Original Credit Agreement, including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (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 (calculated in a manner set forth in the A&R Credit Agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which the aggregate principal amount of outstanding loans and letters of credit under the Revolving Credit Facility exceeds 35 % of the aggregate principal amount of the Revolving Credit Facility (subject to a $ 10 million exclusion for utilization of the letter of credit sublimit). The A&R Credit Agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the A&R Credit Agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply as of December 31, 2024. As of December 31, 2024, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the A&R Credit Agreement. F-33 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Events of Default The A&R Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the A&R Credit Agreement or other enforcement actions customary for facilities of this type. As of December 31, 2024, no event of default existed under the A&R Credit Agreement. Original Credit Agreement As mentioned above, in connection with the effectiveness of the A&R Credit Agreement, the Company repaid in full the outstanding principal amounts under the Original Credit Agreement. Under the Original Credit Agreement, the tranche B-3 and B-4 term loans accrued interest at a variable interest rate based on SOFR plus 0.10 % ("Adjusted SOFR") plus a leverage-based margin ranging from 5.25 % to 6.75 % per annum, and loans under the senior secured revolving credit facility accrued interest at a variable interest rate based on Adjusted SOFR plus a leverage-based margin ranging from 4.75 % to 6.25 % per annum. A 1.00 % floor on Adjusted SOFR applied to the tranche B-3 and tranche B-4 term loans and borrowings under the revolving credit facility. As of December 31, 2023, (i) interest on each of tranche B-3 and tranche B-4 term loans was based on Adjusted SOFR plus 6.00 %, and (ii) interest on the revolving credit facility was based on Adjusted SOFR plus 5.50 %, respectively. As of December 31, 2023, interest on the initial term loans under the Original Credit Agreement was based on synthetic LIBOR plus 2.50 %. Improvement in the Company's leverage ratio, computed in a manner as provided in the Original Credit Agreement, resulted in a decrease in its interest rate margins during 2024. Further, under the Original Credit Agreement, the Company was required to pay a fee of 0.375 % per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of December 31, 2023, the Company had utilized $ 7 million for letters of credit and had $ 43 million of availability under the revolving credit facility. Interest on the senior secured credit facilities was payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The Company's effective interest rate on its term loan borrowings, for the years ended December 31, 2024, 2023 and 2022 was approximately 8.9 %, 11.5 %, and 8.2 %. Other borrowings primarily relate to finance leases and equipment sale and lease back transaction. Amortization of Debt Discount and Debt Issuance Costs The debt discount and debt issuance costs are amortized over the term of the related debt into earnings as part of the interest expense in the consolidated statements of operations. The changes in total unamortized debt discount and debt issuance costs are summarized below: As of December 31, (in $ millions) 2024 2023 2022 Beginning balance $ 16 $ 17 $ 19 Capitalized during the year 25 5 3 Amortized/written-off during the year ( 17 ) ( 6 ) ( 5 ) Closing balance $ 24 $ 16 $ 17 During the year ended December 31, 2024, the Company wrote-off $ 12 million of unamortized debt discount and debt issuance costs as loss on extinguishment of debt upon the early repayment of term loans under the Original Credit Agreement as discussed above. F-34 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Debt Maturities Aggregate maturities of debt as of December 31, 2024 are as follows: (in $ millions) Term Loans Other Borrowings Total Year ending December 31, 2025 $ 14 $ 5 19 2026 14 3 17 2027 14 — 14 2028 14 — 14 2029 14 — 14 Thereafter 1,330 — 1,330 1,400 8 1,408 Less: Unamortized debt discount and debt issuance costs ( 24 ) — ( 24 ) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,376 $ 8 $ 1,384 (14) Employee Benefit Plans Defined Contribution Plan The Company's employees in the U.S. are eligible to participate in Company-sponsored defined contribution savings plans, which are qualified plans under the requirements of Section 401(k) of the Internal Revenue Code. The Company also sponsors several country-specific defined contribution savings plans worldwide, which are generally tax qualified defined contribution plans that allow tax deferred savings by eligible employees to provide funds for their retirement. Benefits are determined and funded regularly based on terms of the plans or as stipulated by local jurisdiction requirements. The Company matches the contributions of participating employees on the basis specified by the plans. The Company’s contributions for these plans, including statutory defined contribution plans, were $ 59 million, $ 58 million and $ 49 million for the years ended December 31, 2024, 2023 and 2022, respectively. Defined Benefit Plans The Company sponsors both contributory and non-contributory defined benefit pension plans in certain non-U.S. subsidiaries. Under the plans, benefits are based on employees’ years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company’s most material defined benefit plan in the U.K. is frozen, meaning that no new employees can participate in the plan and the active/former employees do not accrue additional benefits. As of December 31, 2024 and 2023, the aggregate projected benefit obligations of these plans were $ 570 million and $ 631 million, respectively, and the aggregate accumulated benefit obligation of these plans were $ 557 million and $ 614 million, respectively. F-35 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company uses a December 31 measurement date each year to determine its defined benefit pension obligations. For such plans, the following tables provide a statement of funded status as of December 31, 2024 and 2023 and summaries of the changes in the defined benefit obligation and fair value of plan assets for the years then ended: As of December 31, (in $ millions) 2024 2023 Changes in benefit obligation: Benefit obligation, beginning of year $ 631 $ 570 Service cost 4 4 Interest cost 26 26 Plan participants’ contribution 1 1 Actuarial loss (gain), net ( 49 ) 24 Benefit paid ( 24 ) ( 20 ) Curtailments and settlements ( 3 ) ( 5 ) Expenses paid from assets — ( 1 ) Currency translation adjustment ( 16 ) 32 Benefit obligation, end of year $ 570 $ 631 Change in fair value of plan assets: Fair value of plan assets, beginning of year $ 452 $ 425 Employer contributions 27 29 Plan participants’ contributions 1 1 Benefits paid ( 24 ) ( 20 ) Actual return on plan assets ( 24 ) ( 2 ) Expenses paid from assets — ( 1 ) Plan settlements ( 3 ) ( 5 ) Currency translation adjustments ( 11 ) 25 Fair value of plan assets, end of year $ 418 $ 452 Unfunded status $ 152 $ 179 For the defined benefit obligation, the actuarial (gain) loss, net, of $( 49 ) million and $ 24 million for the years ended December 31, 2024 and 2023, respectively, is primarily attributable to changes in the discount rate in the respective years. The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost (benefit) is as follows: As of December 31, (in $ millions) 2024 2023 Unrecognized net actuarial loss $ 63 $ 67 Unrecognized prior service cost 2 2 Total 65 69 Deferred taxes ( 6 ) ( 6 ) Amounts recognized in accumulated other comprehensive loss $ 59 $ 63 F-36 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table provides the components of net periodic pension cost (benefit) for the years ended December 31, 2024, 2023 and 2022: Year ended December 31, (in $ millions) 2024 2023 2022 Service cost $ 4 $ 4 $ 5 Interest cost 26 26 16 Expected return on plan assets ( 22 ) ( 20 ) ( 26 ) Amortization of actuarial (gain) loss — ( 2 ) 2 Curtailments and settlements 1 1 — Net periodic pension cost (benefit) $ 9 $ 9 $ ( 3 ) The weighted average assumptions used to determine the net periodic pension cost (benefit) and projected benefit obligation were as follows: Year ended December 31, 2024 2023 2022 Net periodic pension cost (benefit): Interest cost discount rate 4.2 % 4.5 % 1.7 % Expected long-term return on plan assets 5.1 % 4.9 % 4.5 % Rate of compensation increase 2.7 % 2.8 % 3.1 % Projected benefit obligation: Discount rate 4.9 % 4.2 % The discount rate assumption is developed by determining a constant effective yield that produces the same result as discounting projected plan cash flows using high quality (AA) bond yields of corresponding maturities as of the measurement date. The expected long-term rate of return for plan assets has been determined using historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. Investment objectives, policies and strategies are generally set by the independent custodians of the pension plans. The overall investment strategy for plan assets is to provide and maintain sufficient assets to fund pension payment obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. Investment objectives have been established based on a comprehensive review of the capital markets and each underlying plan’s current and projected financial requirements. The assets and their investments and allocation strategy, is determined by the independent custodians of the pension plan assets with the assistance of independent diversified professional investment management organization. For U.K. plan, diversification is provided by using an asset allocation primarily between matching assets / liability-driven investments, or LDIs (combination of bonds and derivatives aimed at hedging against interest and inflation risks associated with pension liabilities) and return-seeking investments consisting of equity, debt, real estate and other funds in proportions expected to provide opportunities for reasonable long-term returns with acceptable levels of investment risk. The Company's U.K. defined benefit pension plan is the largest of the Company's total consolidated defined benefit plans. Its trustees determine the investment strategy for the plan’s assets which is set with the objective of ensuring that the plan has sufficient assets to meet its obligations to pensioners. The trustees use a funding valuation methodology for their decision making with the help of external advisors. The asset allocation determined by the trustees consists of a number of LDIs and growth return-seeking assets. The return-seeking assets seek to narrow the deficit existing between value of assets and liabilities; the LDIs seek to have the asset portfolio match movements in the value of liabilities, to help reduce the risk of the funding deficit increasing. The U.K. scheme is currently approximately 75 % hedged (meaning any F-37 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS change in valuation of liabilities due to interest rate and/or inflation expectations is hedged up to approximately 75 % by the change in the fair value of assets). To meet the current objective of hedging the risk of movement in liability, the scheme trustees have determined target strategic asset allocation of 44 % of scheme assets to LDIs and 56 % to return-seeking investments and cash. Certain of the other defined pension plans in Europe invest fully in insurance contracts or collective pension foundation and do not have target assets allocations. The table below sets out the fair value of pension plan assets as of December 31, 2024: As of December 31, 2024 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 102 $ — $ 102 Return-seeking assets Equity funds — 41 42 83 Debt funds — 33 8 41 Real estate funds — 14 19 33 Other — 26 41 67 Cash and cash equivalents 14 29 — 43 $ 14 $ 245 $ 110 369 Other investments measured at NAV 49 Total fair value of plan assets $ 418 The table below sets out the fair value of pension plan assets as of December 31, 2023: As of December 31, 2023 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 154 $ — $ 154 Return-seeking assets Equity funds — 32 51 83 Debt funds — 30 6 36 Real estate funds — 41 22 63 Other — 14 39 53 Cash and cash equivalents 14 — — 14 $ 14 $ 271 $ 118 403 Other investments measured at NAV 49 Total fair value of plan assets $ 452 Equity, debt and real estate securities are primarily held in pooled investment funds that are valued based on the fair value provided by the fund administrator. Other investments primarily consist of investments in diversified funds. The Company has taken practical expedient for investments that are measured at fair value using the Net Asset Value (“NAV”) and has not classified them in the fair value hierarchy. Assets measured at NAV include investments in commingled funds that are comprised of equity and real estate investments. These commingled funds are not publicly traded, and therefore no publicly quoted market price is readily available. These are closed-ended funds without a redemption option. The fair value amounts presented in the “Other investments measured at NAV” are intended to permit reconciliation of the pension plan assets presented within the fair value hierarchy to the closing balance of total fair value of plan assets. Annual contributions to the Company’s defined benefit pension plans are based on several factors that may vary from year to year. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit plan, tax laws or as per the contribution plan agreed with the trustees, plus such additional F-38 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS amounts as the Company determines to be appropriate. Past contributions are not always indicative of future contributions. Based on current assumptions, the Company expects to make $ 25 million in contributions to its defined benefit pension plans in 2025. The Company expects the defined benefit pension plans to make the following estimated future benefit payments: (in $ millions) Amount 2025 $ 25 2026 26 2027 26 2028 28 2029 29 2030-2034 169 (15) Other non-current liabilities Other non-current liabilities primarily include liabilities for client incentives payables and asset retirement obligations. Client incentive liabilities represent contractual upfront or commission payables to business clients and were $ 19 million and $ 9 million as of December 31, 2024 and 2023, respectively. Asset retirement obligations are mainly associated with closure, reclamation and removal costs for leasehold premises. The Company’s asset retirement obligations were approximately $ 11 million and $ 14 million as of December 31, 2024 and 2023, respectively. Estimated asset retirement obligation costs and settlement dates, which affect the carrying value of the liability and the related capitalized asset, are reviewed periodically to ensure that any material changes are incorporated into the latest estimate of the obligation. (16) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of December 31, 2024, the Company had approximately $ 345 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $ 121 million relates to the year ending December 31, 2025. These purchase commitments extend through 2031. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $ 26 million as of December 31, 2024. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as expense when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. Commitment and/or Contingency Related to the Merger Agreement The Merger Agreement, as discussed in note 1 - Business Description and Basis of Presentation , contains certain termination rights for each of GBTG and CWT, including the failure of the merger to be consummated by January 24, 2025 (the “Drop Dead Date”), which may be extended at the option of GBTG or CWT to May 24, 2025 (the “Extended Drop F-39 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Dead Date”) and subsequently extended to September 24, 2025 (the “Second Extended Drop Dead Date”), in each case, if all conditions to the closing, other than certain conditions relating to antitrust laws or foreign investment laws, have been satisfied or waived on or prior to such date. If the Merger Agreement is terminated in certain instances for failure to consummate the merger by the Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 32 million. If GBTG, but not CWT, extends the Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 33.5 million. If GBTG, but not CWT, extends the Extended Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Second Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $ 35 million. In January 2025, the Company and CWT amended the Merger Agreement whereby the "Drop Dead Date" was redefined to mean the earlier of March 17, 2025 and ten business days after the issuance of the United Kingdom's Competition and Markets Authority final report with respect to the Merger. In January 2025, the U.S. Department of Justice, filed suit in the U.S. District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger. On March 6, 2025, the Company received approval from the United Kingdom's Competition and Markets Authority to complete the Merger (see note 25 - Subsequent Events ). (17) Earnout Derivative Liabilities As part of the reverse recapitalization transaction, certain stockholders and employees are entitled to additional consideration in the form of approximately 15 million earnout shares of Common Stock to be issued when the price of the Common Stock achieves certain milestones within specified periods. These shares will be issued in tranches based on the following conditions: (1) If the volume-weighted average share price (“VWAP”) of Common Stock equals or exceeds $ 12.50 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022 (the "Closing Date"), then the Company is required to issue Common Stock to the holders with the contingent right to receive approximately 50 % of the earnout shares. These earnout shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the Closing Date if the per share consideration in such transaction is at least $ 12.50 . (2) If the VWAP of the Common Stock equals or exceeds $ 15.00 per share for any 20 trading days within any consecutive 30 -trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Common Stock to the holders with the contingent right to receive the remainder of the earnout shares. These earnout shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to May 27, 2027 if the per share consideration in such transaction is at least $ 15.00 . Further, in connection with the Business Combination Agreement, approximately 8 million shares of Common Stock issued to APSG Sponsor, L.P. ("Sponsor Shares"), were deemed unvested and, in order to be considered as vested, were subject to similar triggering events of market share price thresholds as mentioned above (see note 19 - Shareholders' Equity ). These shares are accounted for as earnout shares. If the stock price thresholds mentioned above are not achieved during the five-year period from the reverse recapitalization date (assuming there is no change in control event), the earnout shares are forfeited for no additional consideration. The earnout shares to stockholders are accounted under Accounting Standard Codification 815, “ Derivatives and Hedging ” (“ASC 815”). Such guidance provides that because the earnout shares do not meet the criteria for equity treatment thereunder, earnout shares must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the earnout shares liability is adjusted to its fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the earnout shares is F-40 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS estimated using the Monte Carlo simulation of the stock prices based on its historical and implied market volatility along with that of a peer group of companies (see note 22 – Fair Value Measurements ). As of December 31, 2024 and December 31, 2023 , the fair value of the earnout shares liability was $ 133 million and $ 77 million, respectively. The Company recognized a (loss) gain on the fair value change in earnout shares liability of $( 56 ) million, $ 13 million and $ 10 million in its consolidated statement of operations for the years ended December 31, 2024, 2023 and 2022, respectively. (18) Equity-Based Compensation Management Incentive Plan The table below presents the activity of the Company's stock options, granted under Global Business Travel Group, Inc. Management Incentive Plan (the “GBTG MIP”), for the year ended December 31, 2024: Number of stock options Weighted average exercise price per stock option Weighted average remaining contractual term (in years) Aggregate intrinsic value (in $ millions) Balance as of December 31, 2023 19,589,907 $ 6.99 Exercised ( 6,251,516 ) $ 5.86 Balance as of December 31, 2024 13,338,391 $ 7.52 Exercisable as of December 31, 2024 13,338,391 $ 7.52 2.9 $ 28 Total shares withheld to cover the stock option costs and taxes were 2,089,662 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $ 2 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows. The fair value of GBTG Options were determined utilizing Black-Scholes model. There were no stock options granted in 2024, 2023 or 2022. 2022 Equity Incentive Plan The Company has Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) under which, a maximum of 47,870,291 shares of Common Stock are available for issuance which is also the maximum number of shares that may be issued in respect of incentive stock options (“Share Reserve”). Under the 2022 Plan, GBTG may issue options, stock appreciation rights, restricted and performance stock, restricted stock units or performance stock units, or other awards that are payable in, or valued in, in whole or part by reference to GBTG shares. The 2022 Share Reserve will also be increased by the number of shares underlying the portion of an award granted under the GBTG MIP that is cancelled, terminated or forfeited or lapses after the effective date of the 2022 Plan. Shares issued by GBTG in connection with the assumption or substitution of outstanding grants or under certain stockholder approved plans from an acquired company will not reduce the number of shares available for awards under the 2022 Plan. Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added back to the number of shares available for grant under the 2022 Plan. Shares issued under the 2022 Plan may, at the election of the board of directors of GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG. During the year ended December 31, 2024, the Company granted 12 million RSUs under the 2022 Plan to certain of its key employees and directors (who are deemed as employees of the Company solely for purposes of stock compensation accounting). The RSUs generally vest one-third annually or on such dates as determined under the award agreement. The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. The RSUs do not accrue dividends or dividend equivalent right associated with the underlying stock. F-41 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2024: (in $ millions) Number of RSUs Weighted average grant date fair value Balance as of December 31, 2023 24,435,324 $ 6.86 Granted 12,364,527 $ 5.54 Forfeited ( 986,226 ) $ 6.38 Vested ( 10,402,715 ) $ 7.02 Balance as of December 31, 2024 25,410,910 $ 6.17 The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 4,191,532 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the Company's closing stock price. Total employees’ tax obligations to taxing authorities was $ 26 million of which the entire amount was paid during the year ended December 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows. The fair value of RSUs is determined to be the market price of Common Stock at the date of grant. The weighted average grant-date fair value of the RSUs granted in 2023 and 2022 was $ 6.63 and $ 7.56 per RSU, respectively. Earnout Shares During 2022, in connection with the Business Combination, the Company granted certain earnout shares to its employees (see note 17 – Earnout Derivative Liabilities ). The earnout shares granted to employees are linked to the original vesting conditions of stock options granted prior to December 2021. As a result, the Company accounted for such earnout shares as stock-based compensation expense. See note 22 – Fair Value Measurements for discussion on the fair value of earnout shares granted to employees. Employee Stock Purchase Plan In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”) under which a maximum of 11,068,989 shares of Common Stock (the “ Initial ESPP Reserve”) are initially available for purchase under the ESPP. The ESPP allows eligible employees to purchase shares of Common Stock through payroll deductions of up to 15 % of their eligible compensation. Under the ESPP, there are two six-month offering periods - from February 15 through August 14 and August 15 through February 14 of each year. The price of the Common Stock purchased under the ESPP is 85 % of the fair market value of Common Stock on the end date of each six-month offering period. On January 1 of each year during which the ESPP is in effect, the number of shares of Common Stock available for purchase under the ESPP will be automatically increased by the lesser of (x) the Initial ESPP Reserve, (y) 1 % of the number of shares of all classes of common stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis) and (z) such lesser number of shares as the GBTG Board may determine. As of December 31, 2024, there were 8.9 million shares available for issuance under the ESPP. During the year ended December 31, 2024, 1,437,375 shares were issued under the ESPP. F-42 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 amount to $ 77 million, $ 75 million and $ 39 million, respectively, ($ 60 million, $ 57 million and $ 31 million after considering the tax impact) and were included as follows: Year ended December 31, (in $ millions) 2024 2023 2022 Cost of revenue (excluding depreciation and amortization) $ 4 $ 4 $ 2 Sales and marketing 20 28 14 Technology and content 20 16 8 General and administrative 33 27 15 Total $ 77 $ 75 $ 39 As of December 31, 2024, the Company expects compensation expense, related to unvested RSUs of approximately $ 92 million to be recognized over the remaining weighted average period of 2 years. As of December 31, 2024, there are no unvested stock options remaining. (19) Shareholders’ Equity GBTG’s authorized capital stock consists of: (i) 3,000,000,000 shares of Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock” or the "Common Stock"), of which 470,904,677 shares are outstanding as of December 31, 2024; (ii) 3,000,000,000 shares of Class B common stock, par value $ 0.0001 per share (the “Class B Common Stock”), none of which are issued and outstanding as of December 31, 2024 (see note 7 - Certain Corporate Transactions ); and (iii) 6,010,000,000 shares of preferred stock, par value of $ 0.00001 per share, none of which are issued and outstanding as of December 31, 2024. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which are issued and outstanding as of December 31, 2024, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which are issued and outstanding as of December 31, 2024 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which are issued and outstanding as of December 31, 2024. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. Class A Common Stock Voting: Holders of Class A Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Dividend: Holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, dividends and other distributions when, as, and if declared by the GBTG Board out of legally available funds, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or loan agreements. Liquidation: Further, in the case of the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A Common Stock will be entitled to receive, ratably on a per share basis with other holders of Class A Common Stock (subject to the nominal economic rights of holders of the Class B Common Stock), the Company’s remaining assets available for distribution to stockholders. F-43 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other rights: Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 23 - Related Party Transactions ), holders of shares of Class A Common Stock do not have preemptive, subscription, redemption or conversion rights. Class B Common Stock Voting: Holders of Class B Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Dividend: The shares of Class B Common Stock generally have only nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG). Liquidation: Holders of shares of Class B Common Stock have the right to receive, ratably on a per share basis with other holders of Class B Common Stock and holders of Class A Common Stock, a distribution from GBTG’s remaining assets available for distribution to stockholders, up to the par value of such shares of Class B Common Stock, but otherwise are not entitled to receive any assets of GBTG in connection with any such liquidation, dissolution or winding up. Other rights: Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 23 - Related Party Transactions ), holders of shares of Class B Common Stock do not have preemptive, subscription, redemption or conversion rights. Exchange Agreement: The parties to the Exchange Agreement (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their GBT JerseyCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock on a one -for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash. The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by parties to the Exchange Agreement (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to the Company in exchange for the issuance by GBTG to such owners of shares of Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised their rights under the Exchange Agreement, resulting in the transfer of all such Continuing JerseyCo Owner's GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owner of an equal number of shares of Class A Common Stock and GBTG elected to effect the exchange as a direct exchange (see note 7 - Certain Corporate Transactions ). Preferred Stock Voting: Holders of Class A-1 preferred stock and Class B-1 preferred stock have no voting rights except as otherwise from time to time required by law. Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A Common Stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B Common Stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock. F-44 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS During the year ended December 31, 2022, upon closing of the Business Combination, GBT JerseyCo redeemed, in full, the outstanding amount of its then issued and outstanding preferred shares, including dividends accrued thereon, amounting to $ 168 million. Upon redemption, all of the preferred shares were cancelled. Distributions There were no distributions to shareholders during the years ended December 31, 2024, 2023 and 2022. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of Apollo Strategic Growth Capital’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) pursuant to which approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the volume-weighted average share price ("VWAP") of Common Stock is greater than or equal to $ 12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Common Stock is greater than or equal to $ 15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Common Stock. These shares are accounted for as part of earnout shares discussed above in note 17 – Earnout Derivative Liabilities . Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive F-45 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: (in $ millions) Currency translation adjustments Defined benefit plan related Unrealized gain on cash flow hedge Total accumulated other comprehensive loss Balance as of December 31, 2021 ( 34 ) ( 128 ) — ( 162 ) Net changes prior to reverse recapitalization, net of tax benefit ( 59 ) — 12 ( 47 ) Allocated to non-controlling interest 81 112 ( 10 ) 183 Net changes post reverse recapitalization, net of tax benefit 8 101 16 125 Allocated post reverse recapitalization change to non-controlling interest ( 6 ) ( 86 ) ( 14 ) ( 106 ) Balance as of December 31, 2022 ( 10 ) ( 1 ) 4 ( 7 ) Net changes during the year, net of tax benefit 33 ( 36 ) ( 16 ) ( 19 ) Allocated to non-controlling interest ( 16 ) 1 1 ( 14 ) Re-classed from non-controlling interest upon corporate simplification transaction ( 59 ) ( 27 ) 23 ( 63 ) Balance as of December 31, 2023 ( 52 ) ( 63 ) 12 ( 103 ) Net changes during the year, net of tax benefit ( 52 ) 4 5 ( 43 ) Balance as of December 31, 2024 $( 104 ) $( 59 ) $ 17 $( 146 ) The tax (expense) benefit for net changes related to (i) defined benefit pension plans was less than $( 1 ) million, $ 11 million and $( 30 ) million for the years ended December 31, 2024, 2023 and 2022, respectively and (ii) unrealized gain on cash flow hedges was $( 7 ) million for the year ended December 31, 2024. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to amortization of (i) actuarial losses and prior service costs (component of net periodic pension cost (benefit)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations. Share Repurchase In August 2024, pursuant to a share repurchase agreement, GBTG repurchased 8 million shares of Class A common stock from a shareholder, in a privately negotiated transaction, at a purchase price of approximately $ 6.85 per share, or $ 55 million in aggregate. The shares repurchased are held as treasury shares, measured at cost based on the amount paid to repurchase the shares and is presented as a reduction of equity on the Company's consolidated balance sheets. In October 2024, the GBTG's Board authorized the Company's management to repurchase shares of the Company’s Class A common stock through December 31, 2027 in an amount not to exceed $ 300 million. Under the share repurchase program, the Company is authorized to repurchase, on a discretionary basis and from time-to-time, outstanding shares of the Company's Class A common stock by means of open market transactions, privately negotiated transactions, and/or by other means deemed appropriate or advisable by Company management. The timing, manner, price and amount of any repurchases will be subject to the Company's discretion and depend on a variety of factors, including the market price of the Company’s Class A common stock, general market and economic conditions, regulatory requirements and other business considerations. The share repurchase program may be suspended, modified or discontinued at any time, and the Company has no obligation to repurchase any amount of its Class A common stock under the program. As of December 31, 2024, no shares have been repurchased under the share repurchase program and $ 300 million remains available to be utilized under the share repurchase program. F-46 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (20) Loss per share Basic loss per share is based on the average number of shares of Class A Common Stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A Common Stock used for the basic loss per share calculation, adjusted for the dilutive effect of (i) stock options and RSUs using the “treasury stock” method, and (ii) Class B Common Stock, using the “if converted” method, for the period they were outstanding. As discussed in note 17 – Earnout Derivative Liabilities , the Company has issued and outstanding approximately 23 million of earnout shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC 260, “ Earnings Per Share ,” earnout shares are excluded from weighted-average shares outstanding to calculate basic loss per share as they are considered contingently issuable shares due to their potential forfeiture. Earnout shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, dividends accrued on earnout shares, if any, will be forfeited if the pricing thresholds for earnout shares are not met during the specified time period. The Company’s basic loss per share for the year ended December 31, 2022 is based on results for the period from the date of the Business Combination, May 27, 2022 to December 31, 2022, the period where the Company had loss attributable to Class A Common Stock stockholders. The Company’s diluted loss per share for the year ended December 31, 2022 is based on the results of operations for the year. This is because the numerator calculated for basic loss per share adjusts for the results of operations that are attributable to the Class B Common Stock stockholders who are also the Continuing JerseyCo Owners of GBT JerseyCo (which is a predecessor to GBTG). The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these consolidated financial statements as it did not represent equity structure post Business Combination transaction. As the Company has incurred net loss during the years ended December 31, 2024, 2023 and 2022, the Company has excluded (i) 13 million of stock options and 25 million of RSUs for the year ended December 31, 2024 (ii) 20 million of stock options and 24 million of RSUs for the year ended December 31, 2023 and (iii) 36 million of stock options and 11 million of RSUs for the year ended December 31, 2022, from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share. The following table reconciles the numerators and denominators used in the computation of basic and diluted loss per share from continuing operations: F-47 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (in $ millions, except share and per share data) 2024 2023 2022 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ ( 138 ) $ ( 63 ) $ ( 25 ) Add: Net loss attributable to non-controlling interests in subsidiaries — ( 73 ) ( 204 ) Net loss attributable to the Company’s Class A common stockholders – Diluted (B) $ ( 138 ) $ ( 136 ) $ ( 229 ) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 462,695,229 251,645,498 51,266,570 Assumed conversion of Class B Common Stock — 206,410,027 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 462,695,229 458,055,525 445,715,051 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ ( 0.30 ) $ ( 0.25 ) $ ( 0.50 ) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ ( 0.30 ) $ ( 0.30 ) $ ( 0.51 ) F-48 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (21) Derivatives and Hedging Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and derivative liabilities within the consolidated balance sheets. Interest Rate Swaps The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. Until July 26, 2024, the Company had interest rate risk primarily related to its senior secured term loans under the Original Credit Agreement, which bore interest at a variable rate that was based on synthetic LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). Upon refinancing in July 2024, the Company has interest rate risk primarily related to its Term Loans (see note 13 - Long-term Debt ) which bear interest at a variable rate based on SOFR (subject to certain benchmark replacement provisions and an interest rate floor). In order to protect against potential higher interest costs resulting from anticipated increases in the variable rates, the Company, from time-to-time, has entered into interest rate swap contracts (discussed below) that fixed the benchmark interest rate with respect to a portion of its variable rate debt. In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge. The Company simultaneously entered into another interest rate swap contract for the same notional amount of $ 600 million, maturing in March 2025, and with the similar terms as the February 2022 interest rate swap contract. Upon termination of February 2022 interest rate swap contract, the Company realized $ 23 million in cash. Under ASC 815, Derivatives and Hedging, the Company determined that the total amount of $ 23 million credited to the accumulated other comprehensive loss will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. The terms of $ 600 million notional amount of interest rate swap entered into in June 2022 was initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856 % to 3.6800 %. In February 2023, the Company entered into another interest rate swap contract for a notional amount of $ 300 million, maturing in March 2027. The terms of the agreement required the Company to receive a variable rate of three months SOFR, with a floor of 0.90 %, and pay fixed rate of 4.295 %. Both the interest rate swaps were designated as cash flow hedges that were highly effective at offsetting the increases in cash outflows resulting from increased variable rates over the fixed rates under the swap contracts. The Company terminated both the interest rate swap contracts in September 2024 and made a payment to the counter-party of $ 4 million, in cash, representing the fair value of the contracts on the termination date. The Company simultaneously entered into two new interest rate swap agreements with the following terms: Notional Amount (in $ millions) Period Fixed Interest Rate $ 400 September 2024 to July 2028 3.242 % $ 500 September 2024 to July 2029 3.226 % Under ASC 815, the fair value loss of the terminated interest rate swaps of $ 4 million recorded in accumulated other comprehensive loss will be proportionately included as interest expense, in the consolidated statement of operations until March 2027 as the interest payments are made over this period. Further, the Company has determined that the new interest rate swap contracts will be designated as cash flow hedges that are highly effective at offsetting the increases in cash outflows when three-month SOFR exceeds respective fixed rates under the contracts. Changes in the fair value of the interest rate swaps, net of tax, are recognized in other comprehensive income (loss) and are reclassified out of accumulated other comprehensive income (loss) and into interest expense when the hedged interest obligations affect earnings. F-49 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cross Currency Interest Rate Swaps and Net Investment Hedges In August 2024, the Company entered into a fixed-to-fixed cross currency interest rate swap ("CCS") contract. Under the CCS, the Company will receive fixed interest at 7.5 % per annum on a USD notional amount of $ 263 million and will pay fixed interest of 6.527 % per annum on Euro ("EUR") notional amount of € 240 million. Notional amounts in the respective currencies are deemed to be exchanged at the beginning and end of the swap period. The swaps maturity date is July 26, 2029. Interest settlements under the CCS occur semi-annually in January and July of each year, commencing on January 26, 2025, and ending on July 26, 2029. In December 2024, in order to benefit from lower market interest rates, the Company terminated the above CCS and simultaneously entered into a new CCS contract. Under the new contract, the Company will receive fixed interest at 7.5 % per annum on a USD notional amount of $ 251 million and will pay fixed interest of 5.6390 % per annum on EUR notional amount of € 240 million. All other terms of December 2024 CCS remained the same as August 2024 CCS. As a result of the termination of August 2024 CCS the Company received $ 1 million in cash proceeds towards accrued interest and fair value of terminated CCS. The Company has designated these CCS contracts as a net investment hedge, hedging foreign exchange translation risk related to a portion of its investments in EUR functional currency denominated subsidiaries on an after-tax basis. The Company has elected the spot method for measuring hedge effectiveness. As a result, the change in the fair value of CCS attributable to the changes in the spot rates are recorded in the cumulative translation adjustment (CTA) section of other comprehensive income (loss). The initial value of the excluded components are recognized in interest expense under a systematic and rational method in accordance with ASC 815. Any difference between the change in fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are also reported in the CTA section of other comprehensive income (loss). Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expense” on the Company's consolidated statements of operations. Earnout Shares and Warrants As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 17 – Earnout Derivative Liabilities ). For a period from the date of the Business Combination until October 2022, the Company also had warrants issued and outstanding, which were exchanged in full for shares of Common Stock in October 2022. The non-employee earnout shares are classified as derivative liabilities under ASC 815 and are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. As of December 31, 2024, the number of non-employee earnout shares, including the Sponsor Shares, issued and outstanding were approximately 23 million. The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815: (in $ millions) Balance sheet location December 31, 2024 December 31, 2023 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 27 $ 7 Interest rate swaps Other non-current liabilities — ( 5 ) Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ ( 133 ) $ ( 77 ) F-50 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below presents the impact of changes in fair values of derivatives on other comprehensive loss and on net loss: Amount of gain/(loss) recognized in other comprehensive loss Statements of operations location Amount of gain/(loss) recognized in statements of operations Year Ended December 31, Year Ended December 31, 2024 2023 2022 2024 2023 2022 Derivatives designated as hedging instruments Interest rate swaps $ 21 $ ( 8 ) 32 NA — — — Interest rate swap re-classed to consolidated statements of operations ( 9 ) ( 8 ) ( 4 ) Interest expense $ 9 $ 8 4 Derivatives not designated as hedging instruments Earnout shares — — — Fair value movement on earnout and warrant derivative liabilities ( 56 ) 13 10 Warrants — — — Fair value movement on earnout and warrant derivative liabilities — — ( 2 ) $ ( 47 ) $ 21 12 As of December 31, 2024, the fair value of CCS and the amount recognized in accumulated other comprehensive loss was less than $ 1 million. As of December 31, 2024, the Company expects less than $ 1 million of gain on the interest rate swap contracts to be reclassified from accumulated other comprehensive loss to net earnings as a credit to interest expense within the next 12 months. F-51 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (22) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as discussed and outlined in note 2 - Summary of Significant Accounting Policies - Fair Value Measurements . As of December 31, 2024, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swaps, cross currency interest rate swaps and non-employee earnout shares. The fair value of the Company’s interest rate swaps is primarily calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of the Company’s cross currency interest rate swaps is calculated by using discounted cash flows of the contracts using market observable inputs including currency spot and forward rates of the underlying currencies. The fair value of non-employee earnout shares is determined using Monte Carlo valuation method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: (in $ millions) Fair Value Hierarchy Asset/(Liability) December 31, 2024 December 31, 2023 Interest rate swap asset Level 2 $ 27 $ 7 Interest rate swap liability Level 2 — ( 5 ) Non-employee earnout shares Level 3 ( 133 ) ( 77 ) As of December 31, 2024, the fair value of CCS liability was less than $ 1 million. The fair value of earnout shares was estimated using the Monte Carlo method. Inherent in the Monte Carlo method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility and implied historical volatility of select peer companies’ common stock that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities: December 31, 2024 December 31, 2023 Stock price ($) $ 9.28 $ 6.45 Risk-free interest rate 4.26 % 3.98 % Volatility 44.0 % 47.5 % Expected term (years) 2.4 3.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 6.50 $ 3.71 Fair value ($) (per earnout share – Tranche 2) $ 5.11 $ 3.02 F-52 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents changes in Level 3 financial liabilities measured at fair value for the years ended December 31, 2024 and 2023: (in $ millions) Earnout Shares (Amount) Balance as of December 31, 2022 $ 90 Change in fair value ( 13 ) Balance as of December 31, 2023 77 Change in fair value 56 Balance as of December 31, 2024 $ 133 The Company does not measure its debt at fair value in its consolidated balance sheets. Where the fair value of the Company’s long-term debt is determined based on quoted prices in inactive markets for identical debt instruments, or for similar debt instruments, when traded as assets, it is categorized within Level 2 of the fair value hierarchy. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectation of interest rates, credit risks and the contractual term of the debt instruments and is categorized within Level 3 of the fair value hierarchy. The fair values of the Company’s outstanding senior secured term loans are as follows: (in $ millions) Fair Value Hierarchy As of December 31, 2024 As of December 31, 2023 Carrying amount ⁽¹⁾ Fair Value Carrying amount ⁽¹⁾ Fair Value Senior secured term loans - amended and restated Level 2 $ 1,376 $ 1,405 $ — $ — Senior secured initial term loans - original Level 2 $ — $ — $ 234 $ 236 Senior secured tranche B-3 term loans Level 3 $ — $ — $ 990 $ 1,013 Senior secured tranche B-4 term loans Level 3 $ — $ — $ 132 $ 137 ______________________________________________________ (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, due from affiliates, other current assets, accounts payable, due to affiliates and accrued expenses and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities. Certain non-financial assets and liabilities, such as long-lived assets, goodwill and other intangible assets, are adjusted to fair value when an impairment charge is recognized. The Company continually monitors events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of such non-financial assets may more likely than not have fallen below its respective carrying amounts. Such fair value measurements are based predominately on Level 3 inputs utilizing several methods including discounted cash flow method. The Company has not identified any triggering events or changes in circumstances requiring it to perform an impairment testing and determination of fair value of long-lived assets and other intangible assets. For goodwill, the Company carried out a quantitative assessment and concluded there is no impairment as the fair value of the reporting units was determined to be more than their carrying value. (23) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. F-53 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $ 38 million, $ 32 million and $ 24 million for the years ended December 31, 2024, 2023 and 2022, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $ 9 million, $ 27 million and $ 21 million for the years ended December 31, 2024, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2024 and December 31, 2023, was $ 12 million and $ 25 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $ 2 million and $ 15 million as of December 31, 2024 and December 31, 2023, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022. An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group hotel content (the “EPS Agreement”). As a result of the above agreement, the Company recognized revenue of $ 194 million, $ 176 million and $ 130 million for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024 and 2023, the Company had a $ 44 million and $ 20 million receivable from the affiliate of Expedia, respectively. GBT Travel Services UK Limited (“GBT UK”), an indirect wholly-owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a Transition Services Agreement (as amended from time to time) with Expedia, Inc. (the “Egencia TSA”), pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provided certain transition services through April 30, 2024 to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to GBT. On May 1, 2024, the parties entered into an Operating Agreement whereby the affiliate of Expedia would continue to provide certain operational services in support of the Egencia business for up to eighteen months . For the years ended December 31, 2024, 2023 and 2022, the total cost charged to the Company was approximately $ 14 million, $ 24 million and $ 34 million that was included in the Company’s consolidated statements of operations. As of December 31, 2024 and 2023, the Company had a payable to Expedia Inc. of $ 3 million and $ 3 million, respectively. Further, as of December 31, 2024 and 2023, Egencia had a net receivable of $ 0 and $ 5 million, respectively, from Expedia on account of net cash settled on behalf of or on Egencia’s behalf by Expedia during the respective years. During the year ended December 31, 2022, the Company recognized a charge of $ 19 million in its consolidated statements of operations for a loss contingency as it became probable that the Company will pay the amount to Expedia for a contingent event that existed as of the Egencia acquisition date. During the year ended December 31, 2023, pursuant to an agreement with Expedia, the Company issued 575,409 shares of Common Stock to Expedia to settle, in part, $ 4 million of liability for loss contingency accrued in 2022. As of December 31, 2024 and December 31, 2023, the Company has $ 7 million and $ 11 million, respectively, that remained payable to Expedia in respect of this loss contingency. License of American Express Trademarks Effective upon closing of the Business Combination in May 2022, GBT UK entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). The amended and restated trademark license agreement also provides GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement See note 7 - Certain Corporate Transactions for further discussion of the Exchange Agreement. Shareholders Agreement At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (as subsequently amended, the “Shareholders Agreement”). On July 10, 2023, the Continuing JerseyCo Owners entered into a letter agreement amending the Shareholders Agreement (the “SHA F-54 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Amendment”) to, among other things, (i) reflect that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock , which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement and (ii) modify tax related provisions to reflect that GBT JerseyCo will no longer be treated as a partnership for U.S. tax purposes. In January 2024, Juweel distributed all of its equity interests in the Company and GBT JerseyCo to its equityholders, including Q.H. Travel LP ("QIA"). On January 11, 2024, GBTG entered into an amended and restated Shareholders Agreement with GBT JerseyCo, Juweel, American Express International, Inc. ("Amex"), Expedia and QIA, pursuant to which, among other things, Juweel was removed as a party to the Shareholders Agreement and QIA was made subject to certain obligations and provided with certain rights previously provided to Juweel. On January 11, 2024, GBTG also entered into a letter agreement with GBT JerseyCo, Juweel, Amex, Expedia, QIA and Juweel's other equityholders (the "Specified Juweel Investors"), pursuant to which the Specified Juweel Investors agreed to be bound by certain restrictive covenants in the Shareholders Agreement as if they were a party thereto. The Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the GBT JerseyCo A Ordinary Shares). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits Amex, Expedia and QIA, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws. The Shareholders Agreement also sets out the composition and appointment of the GBTG Board, and provides for various provisions for transfer of shares, shareholder rights and termination of such rights. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company for which fees of approximately $ 1 million were incurred for the year ended December 31, 2022. This agreement terminated upon the closing of the Business Combination. Loan to equity affiliate As of December 31, 2023, the Company had a loan receivable of $ 5 million from one of its equity affiliates which was received in June 2024. (24) Segment Information Reportable segments are determined based upon the Company’s internal organizational structure; the manner in which the Company’s operations are managed; the criteria used by the Company’s Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information utilized on a regular basis by the CODM to assess financial performance and to allocate resources; and overall materiality considerations. All significant operating decisions are based on analysis of the Company as a single global business. For the year ended December 31, 2024, the Company has determined it has one operating and reporting segment. The financial measures which the Company’s CODM uses to evaluate the performance of the Company are revenue and consolidated net income (loss). The CODM also regularly reviews revenue by transaction type – Travel Revenue and Products and Professional Services Revenue (see note 3 – Revenue from Contracts with Customers ). The table below sets forth information about reported segment revenue, significant segment expenses, other segment items and consolidated net loss. F-55 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year ended December 31, (in $ millions) 2024 2023 2022 Revenue $ 2,423 $ 2,290 $ 1,851 Less: (a) Adjusted cost of revenue (b) $ 962 957 830 Adjusted sales and marketing (b) $ 378 363 320 Adjusted technology and content (b) $ 420 395 377 Adjusted general and administrative (c) $ 188 195 218 Total adjusted cost and expenses $ 1,948 $ 1,910 $ 1,745 Share of income (loss) from equity-method investments $ 3 $ — $ ( 3 ) Less other segment items: Interest income $ 6 1 — Interest expense $ ( 115 ) ( 141 ) ( 98 ) Loss on early extinguishment of debt ( 38 ) — — Depreciation and amortization $ ( 178 ) ( 194 ) ( 182 ) Other (d) $ ( 287 ) $ ( 182 ) $ ( 52 ) Net loss $ ( 134 ) $ ( 136 ) $ ( 229 ) (a) The significant expense categories and amounts align with the information that is regularly provided to the CODM. (b) Excludes primarily non-cash equity-based compensation and related employer taxes. (c) Excludes primarily non-cash equity-based compensation and related employer taxes, restructuring costs related to facilities consolidation, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, certain corporate costs. (d) Relates primarily to restructuring, exit and other related charges, integration costs, mergers and acquisitions, equity based compensation and related employer taxes, fair value movement of earnout and warrant derivative liabilities, provision for (benefit from) income taxes, foreign currency gains (losses) and non-service components of net periodic pension cost (benefit). The table below presents the Company’s revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location: (in $ millions) United States United Kingdom All other countries Total Revenue Year ended December 31, 2024 $ 479 $ 1,305 $ 639 $ 2,423 Year ended December 31, 2023 $ 833 $ 833 $ 624 $ 2,290 Year ended December 31, 2022 $ 672 $ 687 $ 492 $ 1,851 (in $ millions) United States United Kingdom France All other countries Total Long-lived assets As of December 31, 2024 $ 132 $ 79 $ 37 $ 43 $ 291 As of December 31, 2023 $ 135 $ 61 $ 42 $ 44 $ 282 As of December 31, 2022 $ 123 $ 68 $ 41 $ 44 $ 276 F-56 Table of Contents G LOBAL BUSINESS TRAVEL GROUP, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The geographical determination of revenue is based on the jurisdiction of the legal entity contracting with the customer. No single customer accounted for 10 percent or more of the Company’s revenue for the years ended December 31, 2024, 2023 and 2022. Similarly, no single customer accounted for 10 percent or more of the accounts receivable balance as of December 31, 2024 and 2023. (25) Subsequent Events Amendment to A&R Senior Secured Credit Agreement On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to its A&R Credit Agreement to reprice the term loans outstanding under the Original Credit Agreement. After giving effect to Amendment No. 1, the interest rate margin applicable to the repriced term loans (the “Repriced Term Loans”) reduced by 0.50 %. The Repriced Loans will bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the A&R Credit Agreement, as amended the Amendment No. 1), plus, as applicable, a margin of 2.50 % per annum for SOFR-based Repriced Term Loans (or 1.50 % per annum for Base Rate-based Repriced Term Loans). Except as noted above, the Repriced Term Loans have substantially the same terms as the previously existing term loans under the A&R Credit Agreement. At the option of the Initial Borrower (upon prior written notice), the Repriced Term Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of 1 % of the principal amount of the Repriced Term Loans subject to certain repricing transactions occurring prior to August 4, 2025 and (y) customary breakage costs in connection with certain prepayments of loans). CWT Merger In January 2025, the Company and CWT amended the Merger Agreement whereby the "Drop Dead Date" was redefined to mean the earlier of March 17, 2025 and ten business days after the issuance of the United Kingdom's Competition and Markets Authority final report with respect to the Merger. Further, in January 2025, the U.S. Department of Justice, filed suit in the U.S. District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction preventing the Merger. On March 6, 2025, the Company received approval from the United Kingdom's Competition and Markets Authority to complete the Merger. Interest Rate Swaps In January 2025, the Company terminated its interest rate swap derivative contracts and received $ 31 million, in cash, representing the fair value of the contracts on the termination date. The Company simultaneously entered into two new interest rate swap derivative contracts with similar terms as the terminated interest rate swap derivative contracts, except that the terms of the agreements requires the Company to receive a variable rate of three months U.S. SOFR and pay a fixed rate of 4.2075 % for $ 400 million notional rate contract and 4.209 % for $ 500 million notional rate contract. F-57 Table of Contents GLOBAL BUSINESS TRAVEL GROUP, INC. SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2024, 2023 AND 2022 (in $ millions) Balance at beginning of year Charged to expense or other accounts Write-offs and other adjustments Balance at end of year Allowance for credit losses Year ended December 31, 2024 $ 12 $ 9 $ ( 11 ) $ 10 Year ended December 31, 2023 $ 23 $ 9 $ ( 20 ) $ 12 Year ended December 31, 2022 $ 4 $ 23 $ ( 4 ) $ 23 Valuation allowance for deferred tax assets Year ended December 31, 2024 $ 146 $ 10 $ ( 7 ) $ 149 Year ended December 31, 2023 $ 124 $ 18 $ 4 $ 146 Year ended December 31, 2022 $ 116 $ 14 $ ( 6 ) $ 124 F-58