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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________________________________
FORM 10-Q
_______________________________________________________________________________________
(Mark One)
| | | | | |
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
OR
| | | | | |
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM _____ TO _____
Commission File Number: 001-39576
_____________________________________________________________
Global Business Travel Group, Inc.
(Exact Name of Registrant as Specified in its Charter)
_____________________________________________________________
| | | | | |
Delaware | 98-0598290 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
666 3rd Avenue, 4th Floor New York, NY 10017 (Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code: (646) 344-1290
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share | | GBTG | | The New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
| Large accelerated filer | o | | Accelerated filer | x |
Non-accelerated filer | o | | Smaller reporting company | o |
| | | Emerging growth company | o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
As of July 31, 2025, 479,016,099 shares of the registrant's Class A common stock, $0.0001 par value, were outstanding.
Table of Contents
| | | | | | | | |
| | Page |
| | |
| PART I. FINANCIAL INFORMATION | |
Item 1. | Consolidated Financial Statements | |
| Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 2 |
| Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | 3 |
| Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | 4 |
| Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 2024 (Unaudited) | 5 |
| Consolidated Statements of Changes in Total Shareholders’ Equity for the Three and Six Months Ended June 30, 2025 and 2024 (Unaudited) | 6 |
| Notes to the Consolidated Financial Statements (Unaudited) | 7 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 40 |
Item 4. | Controls and Procedures | 40 |
| | |
| PART II. OTHER INFORMATION | |
Item 1. | Legal Proceedings | 41 |
Item 1A. | Risk Factors | 41 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 41 |
Item 3. | Defaults Upon Senior Securities | 41 |
Item 4. | Mine Safety Disclosures | 41 |
Item 5. | Other Information | 41 |
Item 6. | Exhibits | 43 |
Signatures | 44 |
PART I. FINANCIAL INFORMATION
ITEM 1. Consolidated Financial Statements
GLOBAL BUSINESS TRAVEL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | | | | |
| (in $ millions, except share and per share data) | | June 30,
2025 | | December 31,
2024 |
| | (Unaudited) | | |
| Assets | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | | $ | 601 | | | $ | 536 | |
Accounts receivable (net of allowance for credit losses of $11 and $10 as of June 30, 2025 and December 31, 2024, respectively) | | 722 | | | 571 | |
| Due from affiliates | | 59 | | | 46 | |
| Prepaid expenses and other current assets | | 135 | | | 128 | |
| Total current assets | | 1,517 | | | 1,281 | |
| Property and equipment, net | | 238 | | | 232 | |
| Equity method investments | | 14 | | | 14 | |
| Goodwill | | 1,250 | | | 1,201 | |
| Other intangible assets, net | | 465 | | | 480 | |
| Operating lease right-of-use assets | | 55 | | | 59 | |
| Deferred tax assets | | 274 | | | 268 | |
| Other non-current assets | | 58 | | | 89 | |
| Total assets | | $ | 3,871 | | | $ | 3,624 | |
| Liabilities and shareholders’ equity | | | | |
| Current liabilities: | | | | |
| Accounts payable | | $ | 353 | | | $ | 263 | |
| Due to affiliates | | 16 | | | 22 | |
| Accrued expenses and other current liabilities | | 512 | | | 461 | |
| Current portion of operating lease liabilities | | 15 | | | 15 | |
| Current portion of long-term debt | | 19 | | | 19 | |
| Total current liabilities | | 915 | | | 780 | |
| Long-term debt, net of unamortized debt discount and debt issuance costs | | 1,362 | | | 1,365 | |
| Deferred tax liabilities | | 37 | | | 36 | |
| Pension liabilities | | 163 | | | 156 | |
| Long-term operating lease liabilities | | 58 | | | 63 | |
| Earnout derivative liabilities | | 27 | | | 133 | |
| Other non-current liabilities | | 102 | | | 34 | |
| Total liabilities | | 2,664 | | | 2,567 | |
| Commitments and Contingencies (see note 8) | | | | |
| Shareholders’ equity: | | | | |
Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 487,125,014 and 478,904,677 shares issued, 478,920,838 and 470,904,677 shares outstanding as of June 30, 2025 and December 31, 2024, respectively) | | — | | | — | |
| Additional paid-in capital | | 2,829 | | | 2,827 | |
| Accumulated deficit | | (1,487) | | | (1,575) | |
| Accumulated other comprehensive loss | | (86) | | | (146) | |
Treasury shares, at cost (8,204,176 and 8,000,000 shares as of June 30, 2025 and December 31, 2024, respectively) | | (56) | | | (55) | |
| Total equity of the Company’s shareholders | | 1,200 | | | 1,051 | |
| Equity attributable to non-controlling interest in subsidiaries | | 7 | | | 6 | |
| Total shareholders’ equity | | 1,207 | | | 1,057 | |
| Total liabilities and shareholders’ equity | | $ | 3,871 | | | $ | 3,624 | |
_____________________________________________________________
See notes to consolidated financial statements
GLOBAL BUSINESS TRAVEL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Six months ended
June 30, |
| (in $ millions, except share and per share data) | | 2025 | | 2024 | | 2025 | | 2024 |
| Revenue | | $ | 631 | | | $ | 625 | | | $ | 1,252 | | | $ | 1,235 | |
| Costs and expenses: | | | | | | | | |
| Cost of revenue (excluding depreciation and amortization shown separately below) | | 242 | | | 247 | | | 473 | | | 492 | |
| Sales and marketing | | 111 | | | 99 | | | 214 | | | 198 | |
| Technology and content | | 120 | | | 112 | | | 240 | | | 220 | |
| General and administrative | | 69 | | | 80 | | | 137 | | | 166 | |
| Restructuring and other exit charges | | 12 | | | (3) | | | 16 | | | 6 | |
| Depreciation and amortization | | 43 | | | 48 | | | 83 | | | 95 | |
| Total operating expenses | | 597 | | | 583 | | | 1,163 | | | 1,177 | |
| Operating income | | 34 | | | 42 | | | 89 | | | 58 | |
| Interest income | | 2 | | | 2 | | | 4 | | | 2 | |
| Interest expense | | (23) | | | (32) | | | (47) | | | (65) | |
| Loss on early extinguishment of debt | | — | | | — | | | (2) | | | — | |
| Fair value movement on earnout derivative liabilities | | 32 | | | (10) | | | 106 | | | 8 | |
| Other (loss) income, net | | (11) | | | (1) | | | (20) | | | 6 | |
| Income before income taxes | | 34 | | | 1 | | | 130 | | | 9 | |
| (Provision for) benefit from income taxes | | (21) | | | 26 | | | (42) | | | (1) | |
| Share of income from equity method investments | | 2 | | | — | | | 2 | | | — | |
| Net income | | 15 | | | 27 | | | 90 | | | 8 | |
| Less: net income attributable to non-controlling interests in subsidiaries | | 2 | | | 1 | | | 2 | | | 1 | |
| Net income attributable to the Company’s Class A common stockholders | | $ | 13 | | | $ | 26 | | | $ | 88 | | | $ | 7 | |
| Basic income per share attributable to the Company’s Class A common stockholders | | $ | 0.03 | | | $ | 0.06 | | | $ | 0.19 | | | $ | 0.01 | |
| Weighted average number of shares outstanding - Basic | | 470,877,173 | | 464,602,244 | | 468,285,384 | | 463,003,146 |
| Diluted income per share attributable to the Company’s Class A common stockholders | | $ | 0.03 | | | $ | 0.06 | | | $ | 0.19 | | | $ | 0.01 | |
| Weighted average number of shares outstanding - Diluted | | 474,839,915 | | 470,655,337 | | 476,221,182 | | 468,618,232 |
See notes to consolidated financial statements
GLOBAL BUSINESS TRAVEL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Six months ended
June 30, |
| (in $ millions) | | 2025 | | 2024 | | 2025 | | 2024 |
| Net income | | $ | 15 | | | $ | 27 | | | $ | 90 | | | $ | 8 | |
| Other comprehensive income (loss), net of tax: | | | | | | | | |
| Change in currency translation adjustments, net of tax | | 52 | | | (2) | | | 82 | | | (26) | |
| Unrealized (loss) gains on cash flow hedges, net of tax: | | | | | | | | |
| Unrealized (loss) gains on cash flow hedges arising during the period | | (5) | | | — | | | (16) | | | 5 | |
| Unrealized gains on cash flow hedges reclassified to interest expense | | (1) | | | (2) | | | (5) | | | (4) | |
Prior service cost arising during the period | | — | | | — | | | (1) | | | — | |
| Other comprehensive income (loss), net of tax | | 46 | | | (4) | | | 60 | | | (25) | |
| Comprehensive income (loss) | | 61 | | | 23 | | | 150 | | | (17) | |
| Less: Comprehensive income attributable to non-controlling interests in subsidiaries | | 2 | | | 1 | | | 2 | | | 1 | |
| Comprehensive income (loss) attributable to the Company’s Class A common stockholders | | $ | 59 | | | $ | 22 | | | $ | 148 | | | $ | (18) | |
See notes to consolidated financial statements
GLOBAL BUSINESS TRAVEL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended
June 30, | | | | | | | | | | | | | | | | | | | | | | |
| (in $ millions) | | 2025 | | 2024 | | | | | | | | | | | | | | | | | | | | | | |
| Operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Net income | | $ | 90 | | | $ | 8 | | | | | | | | | | | | | | | | | | | | | | | |
| Adjustments to reconcile net income to net cash from operating activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Depreciation and amortization | | 83 | | | 95 | | | | | | | | | | | | | | | | | | | | | | | |
| Deferred tax charge | | 10 | | | 12 | | | | | | | | | | | | | | | | | | | | | | | |
| Equity-based compensation | | 39 | | | 38 | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for credit losses | | 3 | | | 4 | | | | | | | | | | | | | | | | | | | | | | | |
| Loss on early extinguishment of debt | | 2 | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| Fair value movement on earnout derivative liabilities | | (106) | | | (8) | | | | | | | | | | | | | | | | | | | | | | | |
| Other, net | | 18 | | | (5) | | | | | | | | | | | | | | | | | | | | | | | |
| Changes in working capital: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Accounts receivable | | (123) | | | (10) | | | | | | | | | | | | | | | | | | | | | | | |
| Prepaid expenses and other current assets | | (3) | | | (66) | | | | | | | | | | | | | | | | | | | | | | | |
| Due from affiliates | | (13) | | | (10) | | | | | | | | | | | | | | | | | | | | | | | |
| Due to affiliates | | (6) | | | 7 | | | | | | | | | | | | | | | | | | | | | | | |
| Accounts payable, accrued expenses and other current liabilities | | 98 | | | 71 | | | | | | | | | | | | | | | | | | | | | | | |
| Defined benefit pension funding | | (13) | | | (14) | | | | | | | | | | | | | | | | | | | | | | | |
| Proceeds from termination of interest rate swap contracts | | 31 | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| Net cash from operating activities | | 110 | | | 122 | | | | | | | | | | | | | | | | | | | | | | | |
| Investing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Purchase of property and equipment | | (57) | | | (49) | | | | | | | | | | | | | | | | | | | | | | | |
Proceeds from foreign exchange forward contracts | | 27 | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| Other | | — | | | 5 | | | | | | | | | | | | | | | | | | | | | | | |
| Net cash used in investing activities | | (30) | | | (44) | | | | | | | | | | | | | | | | | | | | | | | |
| Financing activities: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Proceeds from senior secured term loans | | 99 | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| Repayment of senior secured term loans | | (106) | | | (1) | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase of common shares | | (1) | | | — | | | | | | | | | | | | | | | | | | | | | | | |
| Contributions for ESPP and proceeds from exercise of stock options | | 4 | | | 5 | | | | | | | | | | | | | | | | | | | | | | | |
| Payment of taxes withheld on vesting of equity awards | | (41) | | | (19) | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Other | | (3) | | | (2) | | | | | | | | | | | | | | | | | | | | | | | |
| Net cash used in financing activities | | (48) | | | (17) | | | | | | | | | | | | | | | | | | | | | | | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | 25 | | | (9) | | | | | | | | | | | | | | | | | | | | | | | |
| Net increase in cash, cash equivalents and restricted cash | | 57 | | | 52 | | | | | | | | | | | | | | | | | | | | | | | |
| Cash, cash equivalents and restricted cash, beginning of period | | 561 | | | 489 | | | | | | | | | | | | | | | | | | | | | | | |
| Cash, cash equivalents and restricted cash, end of period | | $ | 618 | | | $ | 541 | | | | | | | | | | | | | | | | | | | | | | | |
| Supplemental cash flow information: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Cash paid for income taxes, net | | $ | 29 | | | $ | 1 | | | | | | | | | | | | | | | | | | | | | | | |
| Cash paid for interest (net of interest received) | | $ | 50 | | | $ | 65 | | | | | | | | | | | | | | | | | | | | | | | |
| Non-cash additions for operating lease right-of-use assets | | $ | 2 | | | $ | 7 | | | | | | | | | | | | | | | | | | | | | | | |
| Non-cash additions for finance lease | | $ | 1 | | | $ | 2 | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
| Cash, cash equivalents and restricted cash consist of: | | | | |
| (in $ millions) | | June 30,
2025 | | December 31,
2024 |
| Cash and cash equivalents | | $ | 601 | | $ | 536 |
| Restricted cash (included in other non-current assets) | | 17 | | 25 |
| Cash, cash equivalents and restricted cash | | $ | 618 | | $ | 561 |
See notes to consolidated financial statements
GLOBAL BUSINESS TRAVEL GROUP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS’ EQUITY
(Unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A
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 data) | | Number | | Amount | | | | | | | | | Number | | Amount | | | |
| Balance as of December 31, 2024 | | 478,904,677 | | — | | | | | | | $ | 2,827 | | | | $ | (1,575) | | | $ | (146) | | 8,000,000 | | | (55) | | | $ | 1,051 | | | $ | 6 | | | $ | 1,057 | |
| Equity-based compensation | | — | | — | | | | | | | 19 | | | | — | | | — | | — | | | — | | | 19 | | | — | | | 19 | |
Shares issued, net, on vesting of equity awards and pursuant to ESPP (see note 11) | | 12,861,105 | | — | | | | | | | 4 | | | | — | | | — | | — | | | — | | | 4 | | | — | | | 4 | |
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 11) | | (4,883,888) | | — | | | | | | | (41) | | | | — | | | — | | — | | | — | | | (41) | | | — | | | (41) | |
| | | | | | | | | | | | | | | | | | | | | | | | |
Repurchase of common shares | | — | | — | | | | | | | — | | | | — | | | — | | 182,676 | | | (1) | | | (1) | | | — | | | (1) | |
Net income | | — | | — | | | | | | | — | | | | 75 | | | — | | — | | | — | | | 75 | | | — | | | 75 | |
Other comprehensive income, net of tax | | — | | — | | | | | | | — | | | | — | | | 14 | | — | | | — | | | 14 | | | — | | | 14 | |
| Balance as of March 31, 2025 | | 486,881,894 | | — | | | | | | | $ | 2,809 | | | | $ | (1,500) | | | $ | (132) | | 8,182,676 | | | $ | (56) | | | $ | 1,121 | | | $ | 6 | | | $ | 1,127 | |
| Equity-based compensation | | — | | — | | | | | | | 20 | | | | — | | | — | | — | | | — | | | 20 | | | — | | | 20 | |
Shares issued, net, on vesting/exercise of equity awards (see note 11) | | 252,054 | | — | | | | | | | — | | | | — | | | — | | — | | | — | | | — | | | — | | | — | |
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 11) | | (8,934) | | — | | | | | | | — | | | | — | | | — | | — | | | — | | | — | | | — | | | — | |
Dividend distribution to non-controlling interest in subsidiaries | | — | | — | | | | | | | — | | | | — | | | — | | — | | | — | | | — | | | (1) | | | (1) | |
Repurchase of common shares | | — | | — | | | | | | | — | | | | — | | | — | | 21,500 | | | — | | | — | | | — | | | — | |
| Net income | | — | | — | | | | | | | — | | | | 13 | | | — | | — | | | — | | | 13 | | | 2 | | | 15 | |
Other comprehensive income, net of tax | | — | | — | | | | | | | — | | | | — | | | 46 | | — | | | — | | | 46 | | | — | | | 46 | |
| Balance as of June 30, 2025 | | 487,125,014 | | — | | | | | | | $ | 2,829 | | | | $ | (1,487) | | | $ | (86) | | 8,204,176 | | $ | (56) | | | $ | 1,200 | | | $ | 7 | | | $ | 1,207 | |
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| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A
common stock | | | | Additional
paid-in
capital | | Accumulated
deficit | | Accumulated
other
comprehensive
loss | | Total equity of the Company’s shareholders | | Equity
attributable to
non-controlling
interest in
subsidiaries | | Total shareholders’ equity |
| (in $ millions, except share data) | | Number | | Amount | | | | | | | | | | |
| Balance as of December 31, 2023 | | 467,092,817 | | — | | | | | | | $ | 2,748 | | | $ | (1,437) | | | $ | (103) | | | $ | 1,208 | | | $ | 4 | | | $ | 1,212 | |
| Equity-based compensation | | — | | — | | | | | | | 18 | | | — | | | — | | | 18 | | | — | | | 18 | |
Shares issued, net, on vesting of / exercise of equity awards | | 8,732,539 | | — | | | | | | | 4 | | | — | | | — | | | 4 | | | — | | | 4 | |
Shares withheld for taxes in relation to vesting of / exercise of equity awards | | (3,208,148) | | — | | | | | | | (19) | | | — | | | — | | | (19) | | | — | | | (19) | |
Dividend distribution to non-controlling interest in subsidiaries | | — | | — | | | | | | | — | | | — | | | — | | | — | | | (1) | | | (1) | |
| Net loss | | — | | — | | | | | | | — | | | (19) | | | — | | | (19) | | | — | | | (19) | |
| Other comprehensive loss, net of tax | | — | | — | | | | | | | — | | | — | | | (21) | | | (21) | | | — | | | (21) | |
| Balance as of March 31, 2024 | | 472,617,208 | | — | | | | | | | $ | 2,751 | | | $ | (1,456) | | | $ | (124) | | | $ | 1,171 | | | $ | 3 | | | $ | 1,174 | |
| Equity-based compensation | | — | | — | | | | | | | 20 | | | — | | | — | | | 20 | | | — | | | 20 | |
Shares issued, net, on vesting of / exercise of equity awards | | 245,959 | | — | | | | | | | 1 | | | — | | | — | | | 1 | | | — | | | 1 | |
| | | | | | | | | | | | | | | | | | | | |
| Net income | | — | | — | | | | | | | — | | | 26 | | | — | | | 26 | | | 1 | | | 27 | |
| Other comprehensive loss, net of tax | | — | | — | | | | | | | — | | | — | | | (4) | | | (4) | | | — | | | (4) | |
| Balance as of June 30, 2024 | | 472,863,167 | | — | | | | | | | $ | 2,772 | | | $ | (1,430) | | | $ | (128) | | | $ | 1,214 | | | $ | 4 | | | $ | 1,218 | |
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See notes to consolidated financial statements
Table of Contents
GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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"), operating as American Express Global Business Travel ("Amex GBT"), is a leading software and services company for travel, expense and meetings & events. The Company has built a marketplace in travel with comprehensive and competitive content. The Company offers a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.
GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”).
Pending Merger of CWT
On March 24, 2024, GBTG entered into an Agreement and Plan of Merger (as subsequently amended from time to time, the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), pursuant to which, among other things, GBTG will acquire CWT (the "Merger").
Based upon the latest amendment on March 21, 2025 to the Merger Agreement, the transaction values CWT at approximately $540 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 50 million shares of its Class A common stock, par value $0.0001 per share ("Class A common stock"), at a price of $7.50 per share as purchase consideration.
In January 2025, the U.S. Department of Justice (the "DOJ"), filed suit in the U.S. District Court for the Southern District of New York against the Company and CWT, seeking a permanent injunction to prevent the Merger. On July 29, 2025, the DOJ agreed to dismiss its complaint challenging the Company's acquisition of CWT. The Company now expects to close the Merger in the third quarter of 2025, subject to the satisfaction of the remaining closing conditions (see note 18 - Subsequent Events).
Basis of Presentation
The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG. 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 attributable to third-party owners for the reporting period 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.
The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States (the “SEC”) on March 7, 2025 (the “Annual Report on Form 10-K”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year.
Certain prior period amounts within the consolidated statements of cash flows have been reclassified to conform to current year presentation.
Table of Contents
GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, valuation of operating lease right-of-use (“ROU”) assets, impairment of goodwill, other intangible assets, long-lived assets, capitalized client incentives and investments in equity method investments, valuation allowances on deferred income taxes, valuation of pensions, interest rate swaps, cross currency interest rate swaps, earnout shares and contingent liabilities. Actual results could differ materially from those estimates.
(2) Recently Issued Accounting Pronouncements
Accounting Pronouncements - Adopted
The Company did not adopt any new accounting pronouncements during the six months ended June 30, 2025.
Accounting Pronouncements - Not Yet Adopted
There were no new accounting standards or pronouncements that were issued during the six months ended June 30, 2025 that the Company expects to have a material impact on its consolidated financial statements. However, the Company has yet to adopt the following accounting standard updates ("ASU") issued by the Financial Accounting Standards Board (the "FASB").
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 an annual disclosure requirement and is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s income taxes, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows.
(3) Revenue from Contracts with Customers
The Company disaggregates revenue based on (i) Travel Revenue which includes all revenue relating to servicing a transaction, which can be an air, hotel, car rental, rail or other travel-related booking or reservation, and (ii) Product and Professional Services Revenue which includes 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.
Table of Contents
GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| (in $ millions) | | 2025 | | 2024 | | 2025 | | 2024 |
| Travel revenue | | $ | 507 | | | $ | 506 | | | $ | 1,006 | | | $ | 998 | |
| Product and professional services revenue | | $ | 124 | | | 119 | | | 246 | | | 237 | |
| Total revenue | | $ | 631 | | | $ | 625 | | | $ | 1,252 | | | $ | 1,235 | |
Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract.
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, and contract liabilities are as follows:
| | | | | | | | | | | | | | | | | | | | |
| | | | Contract
liabilities |
| (in $ millions) | | Accounts receivable, net | | Client
incentives, net
(non-current) | | Deferred
revenue
(current) |
| Balance as of June 30, 2025 | | $ | 721 | | | $ | 28 | | | $ | 33 | |
| Balance as of December 31, 2024 | | $ | 570 | | | $ | 19 | | | $ | 31 | |
Accounts receivable, 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 six months ended June 30, 2025, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $17 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2024.
Remaining Performance Obligations
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. As of June 30, 2025, 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.
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(4) Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of:
| | | | | | | | | | | | | | |
| (in $ millions) | | June 30,
2025 | | December 31,
2024 |
| Prepaid technology costs | | $ | 43 | | | $ | 47 | |
| Prepaid travel expenses | | 18 | | | 12 | |
| Income tax receivable | | 14 | | | 9 | |
| Value added and similar taxes receivables | | 13 | | | 9 | |
| Other prepayments and receivables | | 47 | | | 51 | |
| Prepaid expenses and other current assets | | $ | 135 | | | $ | 128 | |
(5) Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of:
| | | | | | | | | | | | | | |
| (in $ millions) | | June 30,
2025 | | December 31,
2024 |
| Accrued operating expenses | | $ | 173 | | | $ | 146 | |
| Accrued payroll and related costs | | 164 | | | 174 | |
| Client deposits | | 79 | | | 55 |
| Deferred revenue | | 33 | | | 31 |
Accrued restructuring costs (see note 6) | | 19 | | | 12 |
Income tax payable | | 17 | | | 11 | |
| Accrued interest payable | | 17 | | | 20 |
| Value added and similar taxes payable | | 10 | | | 12 |
| Accrued expenses and other current liabilities | | $ | 512 | | | $ | 461 | |
(6) Restructuring, Exit and Related Charges
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. The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the six months ended June 30, 2025:
| | | | | | | | | | | | | | | | | | |
| (in $ millions) | | Employee Related | | Facility - Non-Lease Related | | Facility - Lease Related | | Total |
| Balance as of December 31, 2024 | | $ | 9 | | | $ | 3 | | | $ | — | | | $ | 12 | |
| Accruals | | 15 | | | 1 | | | 1 | | | 17 | |
| Non-cash items | | — | | | — | | | (1) | | | (1) | |
| Cash settled | | (8) | | | (1) | | | — | | | (9) | |
| Balance as of June 30, 2025 | | $ | 16 | | | $ | 3 | | | $ | — | | | $ | 19 | |
Employee related costs of $15 million are for severance accruals and are included within restructuring charges in the consolidated statement of operations. Facility - lease related charges is included within general and administrative expense and accelerated amortization of leasehold improvements related to abandoned leases is included within depreciation and amortization expense in the consolidated statements of operations. Facility non-lease related charges are estimated future costs for other non-lease components (e.g., common area maintenance charges) are accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date.
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(7) Long-term Debt
The outstanding amount of the Company’s long-term debt consists of:
| | | | | | | | | | | | | | |
| (in $ millions) | | June 30,
2025 | | December 31,
2024 |
| Amended and Restated Senior Secured Credit Agreement | | | | |
Principal amount of senior secured term loans (Maturity - July 2031) | | $ | 1,393 | | | $ | 1,400 | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Other borrowings | | 8 | | | 8 | |
| | 1,401 | | | 1,408 | |
| Less: Unamortized debt discount and debt issuance costs | | (20) | | | (24) | |
| Total debt, net of unamortized debt discount and debt issuance costs | | 1,381 | | | 1,384 | |
| Less: Current portion of long-term debt | | (19) | | | (19) | |
| Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | | $ | 1,362 | | | $ | 1,365 | |
Amended and Restated Senior Secured Credit Agreement
On July 26, 2024, GBTG and GBT US III LLC, a wholly-owned subsidiary of GBTG (the "Initial Borrower"), and certain subsidiaries of GBTG 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 at closing 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 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.
On February 4, 2025, GBTG, the Initial Borrower and certain subsidiaries of GBTG entered into an amendment (“Amendment No. 1”) to the A&R Credit Agreement (as so amended, the "Amended Credit Agreement") to reprice the Initial Term Loans. The loans under the repriced Initial Term Facility are referred to hereafter as the "Repriced Term Loans". After giving effect to Amendment No. 1, the interest rate margin applicable to the Repriced Term Loans (the “Term B-1 Loans”, and the senior secured credit facility being "Term B-1 Facility") was reduced by 0.50%. The Term B-1 Loans bear interest based on SOFR or, at the Initial Borrower’s option, at the Base Rate (as defined in the Amended Credit Agreement), plus, as applicable, a margin of 2.50% per annum for SOFR-based Term B-1 Loans (or 1.50% per annum for Base Rate-based Term B-1 Loans). The repricing was accounted for as modification of debt, except for lenders leaving the consortium, which was accounted for as an extinguishment of debt resulting in a $2 million recognition of loss on early extinguishment of debt.
Except as noted above, the Term B-1 Loans have substantially the same terms as the Initial Term Loans under the A&R Credit Agreement. At the option of the Initial Borrower (upon prior written notice), the Term B-1 Loans may be voluntarily prepaid, in whole or in part, at any time without premium or penalty (other than (x) a prepayment premium of
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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).
The Term B-1 Loans mature on July 26, 2031. Principal amounts outstanding under the Term B-1 Loans are required to be repaid on a quarterly basis, that commenced on March 31, 2025, at an amortization rate of 1.00% per annum with the balance due at maturity. Further, subject to certain exceptions set forth in the Amended Credit Agreement, the Initial Borrower is required to prepay loans under the Term B-1 Facility with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (calculated in a manner set forth in the Amended 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.
During the six months ended June 30, 2025, the Company repaid the contractual quarterly installment of $7 million of the principal amount of Term B-1 Loans.
The Revolving Credit Facility has (i) a $150 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $50 million sublimit for letters of credit, and (iii) a $50 million sublimit for swingline borrowings. Extensions of credit under the Revolving Credit Facility are generally subject to customary borrowing conditions. The proceeds from borrowings under the Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility matures 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 June 30, 2025, the Company had $360 million of availability under the Revolving Credit Facility.
Upon the upgrade in the Company's credit rating in February 2025, the fee for the Revolving Credit Facility, calculated based on the average daily unused commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. The Initial Borrower is also obligated to pay a customary agency fee and other customary fees described in the Amended 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 Amended 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 the Consolidated EBITDA (as defined in the Amended 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 Amended Credit Agreement contains various affirmative and negative covenants including a financial covenant and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or 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 Amended Credit Agreement contains a financial covenant applicable solely to the Revolving Credit Facility that requires the First Lien Net Leverage Ratio (as defined in the Amended 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 Amended Credit Agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
defined in the Amendment No.1 to 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 June 30, 2025.
As of June 30, 2025, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the Amended Credit Agreement.
Events of Default
The Amended Credit Agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the Amended Credit Agreement or other enforcement actions customary for facilities of this type. As of June 30, 2025, no event of default existed under the Amended Credit Agreement.
The Company's effective interest rate on its term loan borrowings for the six months ended June 30, 2025 was approximately 6.7%.
Other borrowings primarily relate to finance leases and equipment sale and lease back transaction.
(8) 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 June 30, 2025, the Company had approximately $299 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $116 million relates to the twelve months ending June 30, 2026. 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 $21 million. 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. Based on the latest amendment to the Merger Agreement on March 21, 2025, if the Merger Agreement is terminated in certain instances for failure to consummate the Merger by the revised Drop Dead Date of December 31, 2025 (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), the Company will be required to pay CWT a termination fee of $25 million.
(9) Income Taxes
For the three and six months ended June 30, 2025, the Company’s provision for income tax expense was $21 million and $42 million, respectively, and its effective tax rate was 64.9% and 32.8%, respectively. GBTG’s effective tax rate for the three and six months ended June 30, 2025 is higher than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. These items had
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
a greater impact on the effective tax rate for the three and six months ended June 30, 2025 due to the low pre-tax net income result.
For the three and six months ended June 30, 2024, the Company’s benefit from (provision for) income tax expense was $26 million and $(1) million, respectively. GBTG’s effective tax rate for the three and six months ended June 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, certain U.S. minimum taxes, non-deductible expenses, and non-taxable income. The impact of these items has a large impact on the effective tax rate due to the low pre-tax net income.
Subsequent to the balance sheet date, on July 4, 2025, the United States enacted One Big Beautiful Bill Act (OBBB) introducing significant changes to the U.S. tax code. See note 18 - Subsequent Event for further discussion.
(10) Earnout Shares
Certain stockholders and employees hold “earnout shares” that convert to the Company’s Class A common stock, to be issued in tranches, when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods. As of June 30, 2025, the total number of earnout shares issued and outstanding were approximately 23 million.
The earnout shares held by 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 estimated using the Monte Carlo simulation of the stock prices based on historical market volatility (see note 15 – Fair Value Measurements).
As of June 30, 2025 the fair value of the earnout shares derivative liability was estimated to be $27 million. The Company recognized a gain on the fair value change in earnout shares derivative liability of $32 million and $106 million in its consolidated statement of operations for the three and six months ended June 30, 2025, respectively. The Company recognized a (loss) gain on the fair value change in earnout shares derivative liability of $(10) million and $8 million in its consolidated statement of operations for the three and six months ended June 30, 2024, respectively.
(11) Equity-Based Compensation
Management Incentive Plan
The table below presents the activity of the Company's stock options for the six months ended June 30, 2025: | | | | | | | | | | | | | | | | | | | | | | | |
| 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, 2024 | 13,338,391 | | $ | 7.52 | | | | | |
| Exercised | (3,383,399) | | $ | 5.86 | | | | | |
Expired | (95,903) | | $ | 8.46 | | | | | |
| | | | | | | |
| Balance as of June 30, 2025 | 9,859,089 | | $ | 8.08 | | | | | |
| Exercisable as of June 30, 2025 | 9,859,089 | | $ | 8.08 | | | 3.3 | | $ | — | |
| | | | | | | |
Total shares withheld to cover the stock option costs and taxes were 2,742,758 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
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
million for the six months ended June 30, 2025, and is reflected as a financing activity within the consolidated statements of cash flows.
2022 Equity Incentive Plan
Restricted Stock Units ("RSUs")
During the six months ended June 30, 2025, as part of its annual grant program, the Company granted 7 million RSUs under the 2022 Equity Incentive Plan to certain of its key employees and directors. The RSUs generally vest one-third annually on the first three anniversaries of the grant date. 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 rights associated with the underlying stock. The fair value of the RSUs is determined to be the market price of the Company’s Class A common stock at the date of grant.
The table below presents the activity of the Company’s RSUs for the six months ended June 30, 2025:
| | | | | | | | | | | | | | |
| | Number of RSUs | | Weighted
average grant
date fair value |
| Balance as of December 31, 2024 | | 25,410,910 | | $ | 6.17 | |
| Granted | | 6,506,266 | | $ | 8.43 | |
| Forfeited | | (534,844) | | $ | 6.09 | |
| Vested | | (11,636,579) | | $ | 6.40 | |
| Balance as of June 30, 2025 | | 19,745,753 | | $ | 6.79 | |
During the six months ended June 30, 2025, the vested 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 4,593,864 shares were withheld 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 $39 million which was paid during the six months ended June 30, 2025 and is reflected as a financing activity within the consolidated statements of cash flows.
Performance Stock Units ("PSUs")
During the six months ended June 30, 2025, as part of its annual grant program, the Company granted 774,644 PSUs under the 2022 Equity Incentive Plan to certain of its key employees. The PSUs cliff-vest at the end of three years from the grant date based on the outcome of certain performance criteria that are established and approved by the Compensation Committee of the Board of Directors. The actual number of equity awards earned is based on the average level of performance goals achieved over a three-year period, relative to established performance goals for each of the respective years within the three-year period. The number of PSUs that will vest based on achievement of performance goals range from 0% to 150% of the original grant. No PSUs vest if the actual performance is less than 50% of performance goals set. The number of PSUs earned upon achievement of performance goals will further be adjusted and the ultimate number of PSUs that will be earned by the grantee will be based on the percentile ranking of the Company’s total shareholder return ("TSR") over the three-year performance period as compared to the TSR of the members of the S&P 500 Index over the same period ("TSR Goal"). However, the total number of PSUs that will ultimately be earned by the grantee will not exceed 187.5% of the original grant, and if the Company's TSR is negative, the ultimate number of PSUs earned by the grantee cannot exceed the original grant. All the PSUs will be settled in the Company's Class A common stock. The PSUs do not accrue dividends or dividend equivalent rights associated with the underlying stock.
The TSR Goal is considered a “market condition” under ASC 718, Compensation-Stock Compensation. The Company uses a Monte Carlo simulation model to determine the grant date fair value of PSUs with a market condition utilizing following assumptions: the expected volatility of 47.40%, the expected term of 2.8 years, the dividend rate of 0% and the risk-free interest rate of 3.94%, which resulted in a calculated fair value of $11.14 per PSU. The Monte Carlo
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
simulation takes into consideration the probability that the market condition will be achieved based on predicted stock price paths compared to peer companies in the S&P 500 Index. The Company recognizes the equity compensation expense related to PSUs based on the grant-date fair value and number of PSUs expected to vest. Each reporting period, the Company assesses the probability of vesting of the PSUs and, if there is any change in such probability, the Company records the cumulative effect of the adjustment in the current reporting period.
Employee Stock Purchase Plan (“ESPP”)
During the six months ended June 30, 2025, 535,825 shares were issued under the ESPP.
Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended June 30, 2025 and 2024 amount to $20 million and $20 million, respectively ($16 million and $15 million, net of taxes, respectively), and (ii) for the six months ended June 30, 2025 and 2024 amount to $39 million and
$38 million, respectively ($31 million and $29 million, net of taxes, respectively) and were included as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in $ millions) | | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Cost of revenue (excluding depreciation and amortization) | | $ | 1 | | | $ | 1 | | | $ | 2 | | | $ | 2 | |
| Sales and marketing | | 4 | | | 6 | | | 9 | | | 10 | |
| Technology and content | | 5 | | | 6 | | | 10 | | | 10 | |
| General and administrative | | 10 | | | 7 | | | 18 | | | 16 | |
| Total | | $ | 20 | | | $ | 20 | | | $ | 39 | | | $ | 38 | |
As of June 30, 2025, the Company expects compensation expense related to unvested RSUs and PSUs of approximately $108 million to be recognized over the remaining weighted average period of 1.9 years.
(12) Shareholders’ Equity
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 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, 2024 | | $ | (104) | | | $ | (59) | | | $ | 17 | | | $ | (146) | |
Net changes during the period, net of tax benefit | | 82 | | | (1) | | | (21) | | | 60 | |
| Balance as of June 30, 2025 | | $ | (22) | | | $ | (60) | | | $ | (4) | | | $ | (86) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (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, 2023 | | $ | (52) | | | $ | (63) | | | $ | 12 | | | $ | (103) | |
Net changes during the period, net of tax benefit | | (26) | | — | | 1 | | (25) |
| | | | | | | | |
| | | | | | | | |
| Balance as of June 30, 2024 | | $ | (78) | | | $ | (63) | | | $ | 13 | | | $ | (128) | |
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The tax benefit for net changes related to (i) currency translation adjustments was $8 million and $0 for the six months ended June 30, 2025 and 2024, respectively, and (ii) unrealized gain on cash flow hedges was $7 million and $0 for the six months ended June 30, 2025 and 2024, respectively.
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 gains (losses) and prior service costs (component of net periodic pension benefit (cost)) is included within other income (loss), net, and (ii) gain (loss) on termination of cash flow hedges is included within interest expense, in the Company’s consolidated statements of operations.
Share Repurchase
During the six months ended June 30, 2025, the Company repurchased 204,176 shares of its Class A common stock at a cost of $2 million under its share repurchase program. As of June 30, 2025, the Company has $298 million that remains available to be utilized until December 31, 2027 under its share repurchase program.
(13) Earnings (Loss) Per Share
Basic earnings (loss) per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of stock options and RSUs using the “treasury stock” method.
The Company has issued and outstanding approximately 23 million 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 earnings (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 has excluded approximately (i) 10 million and 11 million of stock options for the three months ended June 30, 2025 and 2024, respectively, and 4 million and 21 million of stock options for the six months ended June 30, 2025 and 2024, respectively, and (ii) 6 million and 1 million of RSUs for the three months ended June 30, 2025 and 2024, respectively, and 6 million and 2 million of RSUs for the six months ended June 30, 2025 and 2024, respectively, as their inclusion would have resulted in anti-dilutive effect on earnings (loss) per share. Additionally, the Company has excluded 0.8 million of PSUs which were subject to the achievement of performance-based vesting conditions from the computation of diluted weighted average common shares because the performance conditions were not achieved as of June 30, 2025.
The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations:
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in $ millions, except share and per share data) | | Three months ended June 30, | | Six months ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Numerator – Basic and diluted income per share: | | | | | | | | |
| Net income attributable to the Company’s Class A common stockholders (A) | | $ | 13 | | | $ | 26 | | | $ | 88 | | | $ | 7 | |
| | | | | | | | |
| Denominator – Basic and diluted weighted average number of shares outstanding: | | | | | | | | |
| Weighted average number of Class A Common Stock outstanding – Basic (B) | | 470,877,173 | | 464,602,244 | | 468,285,384 | | 463,003,146 |
| | | | | | | | |
| Dilutive effect of RSUs | | 3,956,715 | | 5,512,310 | | 7,073,989 | | 5,257,359 |
| Dilutive effect of stock options | | 6,027 | | 540,783 | | 861,809 | | 357,727 |
| Weighted average number of Class A Common Stock outstanding – Diluted (C) | | 474,839,915 | | 470,655,337 | | 476,221,182 | | 468,618,232 |
| | | | | | | | |
| Basic income per share attributable to the Company’s Class A common stockholders: (A) / (B) | | $ | 0.03 | | | $ | 0.06 | | | $ | 0.19 | | | $ | 0.01 | |
| | | | | | | | |
| Diluted income per share attributable to the Company’s Class A common stockholders: (A) / (C) | | $ | 0.03 | | | $ | 0.06 | | | $ | 0.19 | | | $ | 0.01 | |
(14) Derivatives and Hedging
Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and liabilities within the consolidated balance sheets.
Interest Rate Swaps
The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. In order to protect against potential higher interest costs resulting from anticipated increases in the variable rates, the Company, from time to time, has entered into interest rate swap contracts (discussed below) that fixed the benchmark interest rate with respect to a portion of its variable rate debt.
As of January 1, 2025, the Company had two interest rate swap agreements with the following terms that were accounted for as cash flow hedges:
| | | | | | | | | | | | | | | | | |
Notional Amount
(in $ millions) | | Period | | Fixed Interest Rate | |
| $400 | | September 2024 to July 2028 | | 3.242 | % | |
| $500 | | September 2024 to July 2029 | | 3.226 | % | |
In January 2025, the Company terminated the above interest rate swap agreements and received $31 million, in cash, representing the fair value of the contracts on the termination date. The Company simultaneously entered into two new interest rate swap agreements with similar terms as set out below:
| | | | | | | | | | | | | | |
Notional Amount
(in $ millions) | | Period | | Fixed Interest Rate |
| $400 | | September 2024 to July 2028 | | 4.2075 | % |
| $500 | | September 2024 to July 2029 | | 4.209 | % |
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Under ASC 815, Derivatives and Hedging, the fair value gain (loss) of the terminated interest rate swaps recorded in accumulated other comprehensive income (loss) will be proportionately included as interest expense, in the consolidated statement of operations until July 2029 as the interest payments are made over this period. Further, the Company has determined that the new interest rate swap contracts will be designated as cash flow hedges that are highly effective at offsetting the increases in cash outflows when the three-month SOFR exceeds respective fixed rates under the contracts. Changes in the fair value of the interest rate swaps, net of tax, are recognized in other comprehensive income (loss) and are reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings.
Cross Currency Interest Rate Swaps and Net Investment Hedges
During the six months ended June 30, 2025, the Company had a fixed-to-fixed cross currency interest rate swap ("CCS") contract under which the Company will receive fixed interest at 7.5% per annum on a USD notional amount of $251 million and will pay fixed interest of 5.6390% per annum on EUR notional amount of €240 million. Notional amounts in the respective currencies are deemed to be exchanged at the beginning and end of the swap period. The swap's maturity date is July 26, 2029. Interest settlements under the CCS occur semi-annually in January and July of each year, that commenced on January 26, 2025, and end on July 26, 2029.
The Company has designated the CCS contract as a net investment hedge, hedging foreign exchange translation risk related to a portion of its investments in EUR functional currency denominated subsidiaries on an after-tax basis. The Company has elected the spot method for measuring hedge effectiveness. As a result, the change in the fair value of the CCS contract attributable to the changes in the spot rates are recorded in the cumulative translation adjustment (CTA) section of other comprehensive income (loss). The initial value of the excluded components are recognized in interest expense under a systematic and rational method in accordance with ASC 815. Any difference between the change in fair value of the excluded components and the amounts recognized in earnings under the swap accrual process are also reported in the CTA section of other comprehensive income (loss). Amounts related to the CCS representing net periodic interest accruals are recognized in “Interest expenses,” on the Company's consolidated statements of operations.
Foreign Currency Forward Contracts
There are no foreign currency forward contracts open as of June 30, 2025. However, during the six months ended June 30, 2025, the Company entered into certain foreign currency forward contracts that acted as economic hedges to partially offset exposure to foreign currency exchange rate fluctuations that resulted from certain intercompany balances. These contracts were not designated as hedging instruments under ASC 815. The changes in the fair value of the foreign currency forward contracts were recognized in other income (loss), net, on the consolidated statement of operations. All contracts had maturities of 90 days or less when entered into. The Company realized in cash and recognized a gain of $18 million and $27 million on the change in fair value of the foreign currency forward contracts in its consolidated statement of operations for the three and six months ended June 30, 2025, respectively. The cash proceeds received upon settlement of these foreign currency forward contracts is presented as an investing activity within the consolidated statements of cash flows.
Earnout Shares
The Company has issued and outstanding earnout shares which are accounted for as derivative instruments (see note 10 – Earnout Shares).
The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815:
| | | | | | | | | | | | | | | | | | | | |
| (in $ millions) | | Balance sheet
Location | | June 30, 2025 | | December 31, 2024 |
| Derivatives designated as hedging instruments | | | | | | |
| Interest rate swaps | | Other non-current assets | | $ | — | | | $ | 27 | |
| Interest rate swaps | | Other non-current liabilities | | (26) | | | — | |
| Cross currency interest rate swaps | | Other non-current liabilities | | $ | (33) | | | — | |
| Derivatives not designated as hedging instruments | | | | | | |
| | | | | | |
| Earnout shares | | Earnout derivative liabilities | | (27) | | | (133) | |
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Amount of gain/(loss) recognized in
other comprehensive income (loss) | | Statement of
operations location | | Amount of gain/(loss) recognized in
statements of operations |
| Three months ended
June 30, | | Six months ended
June 30, | | | | Three months ended
June 30, | | Six months ended
June 30, |
| 2025 | | 2024 | | 2025 | | 2024 | | | | 2025 | | 2024 | | 2025 | | 2024 |
| Derivatives designated as hedging instruments | | | | | | | | | | | | | | | | | |
| Interest rate swaps | $ | (7) | | | $ | — | | | $ | (22) | | | $ | 5 | | | NA | | — | | | — | | | — | | | — | |
| Interest rate swaps re-classed to consolidated statements of operations | (1) | | | (2) | | | (5) | | | (4) | | | Interest expense | | $ | 1 | | | $ | 2 | | | $ | 5 | | | $ | 4 | |
| Cross currency interest rate swap | (26) | | | — | | | (33) | | | — | | | NA | | — | | | — | | | — | | | — | |
| | | | | | | | | | | | | | | | | |
| Derivatives not designated as hedging instruments | | | | | | | | | | | | | | | | | |
| Foreign currency forward contracts | — | | | — | | | — | | | — | | | Other (loss) income, net | | 18 | | | — | | | 27 | | | — | |
| Earnout Shares | — | | | — | | | — | | | — | | | Fair value movement on earnout derivative liabilities | | 32 | | | (10) | | | 106 | | | 8 | |
| | | | | | | | | | | $ | 51 | | | $ | (8) | | | $ | 138 | | | $ | 12 | |
The Company expects $5 million of gain on the interest rate swap contracts to be reclassified from accumulated other comprehensive loss to net earnings as a credit to interest expense within the next 12 months.
(15) 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 outlined below, on the basis of the observability of the inputs used in the fair value measurement:
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.
As of June 30, 2025, 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 foreign currency forward contracts matured on June 30, 2025 and the Company has not entered into any new foreign currency forward contracts.
The fair value of the Company’s interest rate swaps has been primarily calculated by 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 has been 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 the Monte Carlo valuation method.
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at fair value on a recurring basis:
| | | | | | | | | | | | | | | | | | | | |
| | | | Asset/ (Liability) |
| (in $ millions) | | Fair Value
Hierarchy | | June 30,
2025 | | December 31,
2024 |
| Interest rate swap asset | | Level 2 | | $ | — | | | $ | 27 | |
| Interest rate swap liability | | Level 2 | | (26) | | | — | |
Cross currency interest rate swap liability | | Level 2 | | (33) | | | — | |
| | | | | | |
| | | | | | |
| Non-employee earnout shares | | Level 3 | | (27) | | | (133) | |
Inherent in the Monte Carlo valuation method, used to value earnout shares, 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 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:
| | | | | | | | | | | |
| June 30,
2025 | | December 31,
2024 |
| Stock price ($) | $ | 6.30 | | $ | 9.28 |
| Risk-free interest rate | 3.74% | | 4.26% |
| Volatility | 39.0% | | 44.0% |
| Expected term (years) | 1.9 | | 2.4 |
| Expected dividends | 0.0% | | 0.0% |
| | | |
| Fair value ($) (per earnout share – Tranche 1) | $ | 1.51 | | $ | 6.50 |
| Fair value ($) (per earnout share – Tranche 2) | $ | 0.82 | | $ | 5.11 |
The following table presents changes in Level 3 financial liabilities measured at fair value during the six months June 30, 2025:
| | | | | | | | |
(in $ millions) | | Earnout Shares (Amount) |
| Balance as of December 31, 2024 | | $ | 133 | |
| Change in fair value | | (106) | |
| Balance as of June 30, 2025 | | $ | 27 | |
The Company does not measure its debt at fair value in its consolidated balance sheets. 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
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The fair values of the Company’s outstanding senior secured term loans are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | June 30, 2025 | | December 31, 2024 |
| (in $ millions) | | Fair
Value
Hierarchy | | Carrying amount(1) | | Fair value | | Carrying amount (1) | | Fair value |
| Senior secured term loans - amended and restated | | Level 2 | | $ | 1,373 | | | $ | 1,395 | | | $ | 1,376 | | | $ | 1,405 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
_____________________________________________________________
(1)Represents outstanding principal amount of senior secured term loans less unamortized debt discount and debt issuance costs.
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 fair value due to the short-term maturities of these assets and liabilities.
Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.
(16) 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.
Commercial Agreements
The Company has various commercial agreements with affiliates of American Express International, Inc. ("American Express"). In respect of such agreements, included in the operating costs are costs of $10 million and $11 million for the three months ended June 30, 2025 and 2024, respectively, and costs of $20 million and $19 million for the six months ended June 30, 2025 and 2024, respectively, for charges from affiliates of American Express. Revenues also include revenue from affiliates of American Express of approximately $1 million and $2 million for the three months ended June 30, 2025 and 2024, respectively, and revenue of $3 million and $4 million for the six months ended June 30, 2025 and 2024, respectively. Amounts payable to affiliates of American Express under these agreements, which include amounts collected by the Company on behalf of affiliates of American Express, as of June 30, 2025 and December 31, 2024, were $16 million and $12 million, respectively. Amounts receivable from affiliates of American Express under these agreements were $2 million and $2 million as of June 30, 2025 and December 31, 2024, respectively.
In November 2021, the Company and an affiliate of EG Corporate Travel Holdings LLC (“Expedia") entered into a ten-year term marketing partner agreement to provide the Company’s business clients with access to Expedia and it's affiliates' hotel content. As a result of this agreement, the Company recognized revenue of $50 million and $58 million for the three months ended June 30, 2025 and 2024, respectively, and $90 million and $98 million for the six months ended June 30, 2025 and 2024, respectively. The Company had $54 million and $44 million receivable from the affiliate of Expedia as of June 30, 2025 and December 31, 2024, respectively.
The Company and an affiliate of Expedia, entered into a Transition Services Agreement in 2021 (as amended from time to time) pursuant to which the affiliate of Expedia provided certain transition services to the Company through April 30, 2024 to facilitate an orderly transfer of Egencia from the Expedia affiliate to the Company. On May1, 2024, the parties entered into an Operating Agreement (as amended from time to time) whereby the affiliate of Expedia would continue to provide certain operational services in support of the Egencia business for up to eighteen months. The total (reversals)/cost charged to the Company under such agreements for the three months ended June 30, 2025 and 2024, was approximately $(1) million and $5 million, respectively, and for the six months ended June 30, 2025 and 2024, was $1 million and $9 million, respectively, which was included in the Company’s consolidated statements of operations. As of June 30, 2025 and December 31, 2024, the Company had a payable to an affiliate of Expedia of $0 and $3 million, respectively. Further, as of
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
June 30, 2025, Egencia had a net receivable of $1 million from Expedia on account of net cash collected by Expedia on behalf of Egencia.
As of December 31, 2024, the Company had $7 million payable to an affiliate of Expedia on account of a loss contingency recognized in 2022. During the three months ended March 31, 2025, the Company paid $3 million as the full and final amount towards this accrual and released the $4 million liability balance which is included in the Company's consolidated statements of operations.
As of June 30, 2025, the Company had dividend receivable of $2 million from an equity affiliate.
(17) Segment Information
The Company's reportable segments are determined based upon its 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. As of June 30, 2025, 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), considering the adjusted cost and expenses as shown in the table below. 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 income (loss).
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Six months ended
June 30, |
| (in $ millions) | | 2025 | | 2024 | | 2025 | | 2024 | |
| Revenue | | $ | 631 | | $ | 625 | | $ | 1,252 | | $ | 1,235 | |
Less: (a) | | | | | | | | | |
Adjusted cost of revenue (b) | | 241 | | | 246 | | | 470 | | | 490 | | |
Adjusted sales and marketing (b) | | 106 | | | 93 | | | 201 | | | 186 | | |
Adjusted technology and content (b) | | 115 | | | 107 | | | 226 | | | 209 | | |
Adjusted general and administrative (c) | | 38 | | | 52 | | | 83 | | | 100 | | |
| Total adjusted cost and expenses | | 500 | | | 498 | | | 980 | | | 985 | | |
| | | | | | | | | |
| Share of income (loss) from equity-method investments | | 2 | | | — | | | 2 | | | — | | |
| | | | | | | | | |
| Less other segment items: | | | | | | | | | |
| Interest income | | 2 | | 2 | | 4 | | 2 | |
| Interest expense | | (23) | | (32) | | (47) | | (65) | |
| Loss on early extinguishment of debt | | — | | — | | (2) | | — | |
| Depreciation and amortization | | (43) | | (48) | | (83) | | (95) | |
Other, net (d) | | (54) | | (22) | | $ | (56) | | (84) | |
| Net income | | $ | 15 | | $ | 27 | | $ | 90 | | $ | 8 | |
(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.
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GLOBAL BUSINESS TRAVEL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
(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 and 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 derivative liabilities, provision for income taxes, foreign currency gains (losses) and non-service components of net periodic pension cost.
(18) Subsequent Events
Income Taxes
On July 4, 2025, the One Big Beautiful Bill Act (OBBB) was signed into law, which includes a broad range of tax reform provisions affecting businesses, including extending and modifying certain key Tax Cuts & Jobs Act provisions. Under U.S. GAAP, changes in tax law are accounted for in the period of enactment. All tax effects of a change in tax law on existing current or deferred tax balances, including changes in valuation allowances, are recorded discretely as a component of the income tax provision related to continuing operations in the period of enactment (i.e. for the Company, the impact will be recorded during the three and nine months ended September 30, 2025).The Company is currently assessing the specific implications of these tax law changes and cannot yet reasonably estimate the complete financial statement impact.
CWT Acquisition
On July 29, 2025, the U.S. DOJ agreed to dismiss its complaint challenging the Company's acquisition of CWT. As a result, there are no further regulatory approvals required to close the Merger transaction and the Company now expects to close the Merger in the third quarter of 2025, subject to the satisfaction of the remaining closing conditions.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
FORWARD-LOOKING STATEMENTS
Certain statements made in this Quarterly Report on Form 10-Q (“Form 10-Q” or "Quarterly Report") are “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and are subject to the safe harbor created thereby under the Private Securities Litigation Reform Act of 1995. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:
•changes to projected financial information or our ability to achieve our anticipated growth rate and execute on industry opportunities;
•our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new competitors;
•various conflicts of interest that could arise among us, affiliates and investors;
•our success in retaining or recruiting, or changes required in, our officers, key employees or directors;
•factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;
•the impact of geopolitical conflicts, including the war in Ukraine and the conflicts in the Middle East, as well as related changes in base interest rates, inflation and significant market volatility on our business, the travel industry, travel trends and the global economy generally;
•the sufficiency of our cash, cash equivalents and investments to meet our liquidity needs;
•the effect of a prolonged or substantial decrease in global travel on the global travel industry;
•political, social and macroeconomic conditions (including the widespread adoption of teleconference and virtual meeting technologies which could reduce the number of in-person business meetings and demand for travel and our services);
•the effect of legal, tax and regulatory changes;
•the impact of any future acquisitions including the integration of any acquisition;
•the outcome of any legal proceedings that may be instituted against the Company or CWT Holdings, Inc. (“CWT”) in connection with our merger with CWT (the “Merger”);
•delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the Merger;
•the inability to complete, costs related to, or the inability to recognize the anticipated benefits of, the Merger; and
•other factors detailed under the heading “Risk Factors” in this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 7, 2025 ("Annual Report on Form 10-K"), as well as other risks and uncertainties detailed from time to time in our subsequent filings with the SEC.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements, and the related notes, included elsewhere in this Form 10-Q. The discussion and analysis below presents our historical results as of and for the periods ended on, the dates indicated.
Overview
We operate American Express Global Business Travel, a leading software and services company for travel, expense and meetings & events. We have built one of the most valuable marketplaces in travel with comprehensive and competitive content. We offer a choice of software solutions for customers to access the Amex GBT marketplace, backed up by global teams for 24/7 support in over 140 countries.
We service our clients in the following ways:
•The Amex GBT marketplace is our proprietary capability to provide travel suppliers with efficient access to business travel clients serviced by our diverse portfolio of leading travel management solutions and Network Partners (defined below). We believe this access allows travel suppliers to benefit from premium demand (which we generally view as demand that is differentially valuable and profitable to suppliers) without incurring the costs associated with directly marketing to, and servicing the complex needs of, our business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our business clients, delivering access to extensive and competitive content including exclusive negotiated content.
•Our award-winning client facing travel and expense solutions are built to deliver business value through optimized user experiences across business travel and are comprised of Egencia, Neo1, Neo, Select, and Ovation. These solutions are accessible over web and mobile interfaces, powered by our data management infrastructure and built by our dedicated product engineering team who is committed to driving technical innovation across the business travel industry.
•GBT Partner Solutions is our program whereby we extend our platform to third-party travel management companies and independent advisors (collectively, "Network Partners"), by offering them access to our differentiated content and technology, global servicing capabilities and access to our leading content marketplace ("GBT Partner Solutions"). Through GBT Partner Solutions, we aggregate business travel demand serviced by our Network Partners at low incremental cost, which we believe enhances the economics of our platform, generates increased return on investment and expands our geographic and segment footprint.
Pending Merger of CWT
On March 24, 2024, we entered into an Agreement and Plan of Merger (as subsequently amended from time to time, the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), pursuant to which, among other things, we will acquire CWT (the "Merger").
Based upon the latest amendment on March 21, 2025 to the Merger Agreement, the transaction values CWT at approximately $540 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction, we expect to fund the Merger with a combination of cash and an aggregate of approximately 50 million shares of our Class A common stock, par value $0.0001 per share ("Class A common stock"), at a price of $7.50 per share as purchase consideration.
In January 2025, the U.S. Department of Justice (the "DOJ"), filed suit in the U.S. District Court for the Southern District of New York against us and CWT, seeking a permanent injunction to prevent the Merger. On July 29, 2025, the DOJ agreed to dismiss its complaint challenging our acquisition of CWT. We now expect to close the Merger transaction in the third quarter of 2025, subject to the satisfaction of the remaining closing conditions.
Macroeconomic conditions and trends
While transactions grew marginally during the six months ended June 30, 2025, there are growing macro-economic and political uncertainties such as recent U.S. tariffs, risk of recession, inflationary pressures, currency fluctuations, stock market volatility and geopolitical conflicts, which have contributed to an increasingly complex business environment and uncertainty in business trends. Our future operational results may be subject to volatility, particularly in the short-term, due to the impact of the aforementioned trends.
Key Factors Affecting Our Results of Operations
As a result of a number of factors, our historical results of operations are not comparable from period to period and may not be comparable to our financial results of operations in future periods. Set forth below is a brief discussion of the key factors impacting the comparability of our results of operations.
Fair Value Movements for Earnout Shares
We have earnout shares that we record as derivative liabilities, recognizing any fair value movement in the consolidated statements of operations. We have experienced significant gains or losses on account of fair value movements related to these earnout shares, which has impacted our results of operations.
Foreign Currency Exchange
We have considerable business operations outside of the U.S. As we report our results in U.S. Dollars, we face
exposure to movements in foreign currency exchange rates as the financial results and the financial condition of our
businesses outside of the U.S. are translated from local functional currency into U.S. Dollars. As a result of movements in
foreign currency exchange rates, the amounts of our foreign-currency denominated net assets, revenues, operating expenses, and net income as expressed in U.S. Dollars are affected. However, since our expenses are generally denominated in foreign currencies on a basis similar to our revenues, our operating margins have not been significantly impacted by currency fluctuations.
Further, our results of operations are also affected due to the remeasurement of monetary assets and liabilities denominated in currencies other than the functional currency of entities. These remeasurement adjustments are recognized in earnings and can result in foreign currency gains or losses, depending on the direction of currency movements. Period-to-period changes in exchange rates, particularly in the Euro and British Pound, can introduce volatility into our reported financial results, independent of underlying business performance. While we entered into foreign currency forward contracts to economically hedge, in part, risks from such remeasurements, these measures do not fully offset the impact of foreign currency fluctuations on our financial results.
Key Operating and Financial Metrics
We monitor the following key operating and financial metrics to help us evaluate our business, measure our performance, identify trends affecting our business, prepare financial projections and make strategic decisions. The following key operating and financial metrics, which we believe are useful in evaluating our business, are used by management to monitor and analyze the operational and financial performance of our business:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Change
increase/(decrease) | | Six months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions, except percentages) | | 2025 | | 2024 | | | | % | | 2025 | | 2024 | | | | % |
| Key Operating Metrics | | | | | | | | | | | | | | | | |
| TTV | | $ | 7,891 | | $ | 7,724 | | | $ | 167 | | | 2% | | $ | 16,240 | | | $ | 15,829 | | | $ | 411 | | | 3 | % |
| Transaction Growth | | —% | | 4 | % | | n/m | | n/m | | 1 | % | | 5 | % | | n/m | | n/m |
| Key Financial Metrics | | | | | | | | | | | | | | | | |
| Revenue | | 631 | | 625 | | | 6 | | | 1% | | 1,252 | | 1,235 | | | 17 | | | 1 | % |
| Total operating expense | | 597 | | 583 | | | 14 | | | 2% | | 1,163 | | 1,177 | | | (14) | | | (1) | % |
| Operating income | | 34 | | | 42 | | | (8) | | | (21) | % | | 89 | | | 58 | | | 31 | | | 53 | % |
| Net income | | 15 | | 27 | | | (12) | | | (48)% | | 90 | | 8 | | | 82 | | | n/m |
Net income margin | | 2 | % | | 4 | % | | (210) bps | | n/m | | 7 | % | | 1 | % | | 650 bps | | n/m |
| Net cash from operating activities | | 57 | | 73 | | | (16) | | | (23)% | | 110 | | 122 | | | (12) | | | (10) | % |
| EBITDA | | 100 | | 79 | | | 21 | | | 24% | | 260 | | 167 | | | 93 | | | 54 | % |
| Adjusted EBITDA | | 133 | | 127 | | | 6 | | | 4% | | 274 | | 250 | | | 24 | | | 10 | % |
Adjusted EBITDA margin | | 21% | | 20 | % | | 70 bps | | 3% | | 22% | | 20 | % | | 160 bps | | 8 | % |
| Adjusted Operating Expenses | | 500 | | 498 | | | 2 | | | —% | | 980 | | 985 | | | (5) | | | — | % |
| Free Cash Flow | | 27 | | 49 | | | (22) | | | (45)% | | 53 | | 73 | | | (20) | | | (28) | % |
| | | | | | | | | | | |
| As of
June 30, | | As of
December 31, |
| 2025 | | 2024 |
| Net Debt | $ | 780 | | | $ | 848 | |
_____________________________________________________________
n/m = Percentage calculated is not meaningful
Key Operating Metrics
We consider Total Transaction Value (“TTV”) (as defined below), followed by Transaction Growth (Decline) (as defined below), to be two significant non-financial metrics that are broadly used in the travel industry to help understand revenue and expense trends. These metrics are used by our management to (1) manage the financial planning and performance of our business, (2) evaluate the effectiveness of our business strategies, (3) make budgeting decisions, and (4) compare our performance to the performance of our peer companies. We also believe that TTV, followed by Transaction Growth (Decline), may assist potential investors and financial analysts in understanding the drivers of growth in our revenues and changes in our operating expenses across reporting periods.
TTV
TTV refers to the sum of the total price paid by travelers for air, hotel, rail, car rental and cruise bookings, including taxes and other charges applied by suppliers at point of sale, less cancellations and refunds.
For the three months ended June 30, 2025, TTV increased by $167 million, or 2%, to $7,891 million compared to the three months ended June 30, 2024. For the six months ended June 30, 2025, TTV increased by $411 million, or 3%, to $16,240 million compared to the six months ended June 30, 2024.The increase in TTV during the three months ended June 30, 2025 was primarily due to favorable impact from foreign currency exchange rates and an increase in both average air transaction price and average hotel stay price. The increase in TTV during the six months ended June 30, 2025 was primarily due to an increase in both average air transaction price and average hotel stay price.
Transaction Growth (Decline)
Transaction Growth (Decline) represents year-over-year increase or decrease as a percentage of the total transactions, including air, hotel, car rental, rail or other travel-related transactions, recorded at the time of booking, and is calculated on a net basis to exclude cancellations, refunds and exchanges. To calculate year-over-year growth or decline, we compare the total number of net transactions in the comparative previous period/ year to the total number of net transactions in the current period/year in percentage terms.
Transaction Growth remained stable for the three months ended June 30, 2025 and was 1% for the six months ended June 30, 2025 compared to the respective prior year periods. Marginal increase in Transaction Growth during the six months ended June 30, 2025 was primarily due to share gains and increased demand for business travel from our clients, and an increase in global multinational customer base performance.
Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition, and should not be considered as an alternative, to other performance or liquidity measures derived in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and you should not consider them either in isolation or as a substitute for analyzing our results as reported under GAAP. In addition, because not all companies use identical calculations, the presentations of our non-GAAP financial measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company.
Management believes that these non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance or liquidity across periods. In addition, we use certain of these non-GAAP financial measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. We also use certain of our non-GAAP financial measures as indicators of our ability to generate cash to meet our liquidity needs and to assist our management in evaluating our financial flexibility, capital structure and leverage. These non-GAAP financial measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and/or to compare our performance and liquidity against that of other peer companies using similar measures.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses
We define EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization.
We define Adjusted EBITDA as net income (loss) before interest income, interest expense, gain (loss) on early extinguishment of debt, benefit from (provision for) income taxes and depreciation and amortization and as further adjusted to exclude costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs, certain corporate costs, fair value movements on earnout derivative liabilities, foreign currency gains (losses) and non-service components of net periodic pension benefit (costs).
We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue.
We define Adjusted Operating Expenses as total operating expenses excluding depreciation and amortization and costs that management believes are non-core to the underlying business of the Company, consisting of restructuring, exit and related charges, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation and related employer taxes, long-term incentive plan costs and certain corporate costs.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are supplemental non-GAAP financial measures of operating performance that do not represent and should not be considered as alternatives to net income (loss) or total operating expenses, as determined under GAAP. In addition, these measures may not be comparable to similarly titled measures used by other companies.
These non-GAAP measures have limitations as analytical tools, and these measures should not be considered in isolation or as a substitute for analysis of the Company’s results or expenses as reported under GAAP. Some of these limitations are that these measures do not reflect:
•changes in, or cash requirements for, our working capital needs or contractual commitments;
•our interest expense, or the cash requirements to service interest or principal payments on our indebtedness;
•our tax expense, or the cash requirements to pay our taxes;
•recurring, non-cash expenses of depreciation and amortization of property and equipment and definite-lived intangible assets and, although these are non-cash expenses, the assets being depreciated and amortized may have to be replaced in the future;
•the non-cash expense of stock-based compensation, which has been, and will continue to be for the foreseeable future, an important part of how we attract and retain our employees and a significant recurring expense in our business;
•restructuring, mergers and acquisition and integration costs, all of which are intrinsic to our acquisitive business model; and
•impact on earnings or changes resulting from matters that are non-core to our underlying business, as we believe they are not indicative of our underlying operations.
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses should not be considered as a measure of liquidity or as a measure determining discretionary cash available to us to reinvest in the growth of our business or as measures of cash that will be available to us to meet our obligations.
We believe that the adjustments applied in presenting EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are appropriate to provide additional information to investors about certain material non-cash and other items that management believes are non-core to our underlying business.
We use these measures as performance measures as they are important metrics used by management to evaluate and understand the underlying operations and business trends, forecast future results and determine future capital investment allocations. These non-GAAP measures supplement comparable GAAP measures in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. We also believe that EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Expenses are helpful supplemental measures to assist potential investors and analysts in evaluating our operating results across reporting periods on a consistent basis.
Set forth below is a reconciliation of net income to EBITDA and Adjusted EBITDA.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| (in $ millions) | | 2025 | | 2024 | | 2025 | | 2024 |
| Net income | | $ | 15 | | | $ | 27 | | | $ | 90 | | | $ | 8 | |
| Interest income | | (2) | | | (2) | | | (4) | | | (2) | |
| Interest expense | | 23 | | | 32 | | | 47 | | | 65 | |
| Loss on early extinguishment of debt | | — | | | — | | | 2 | | | — | |
| Provision for (benefit from) income taxes | | 21 | | | (26) | | | 42 | | | 1 | |
| Depreciation and amortization | | 43 | | | 48 | | | 83 | | | 95 | |
| EBITDA | | 100 | | | 79 | | | 260 | | | 167 | |
Restructuring, exit and related charges (a) | | 13 | | | (3) | | | 17 | | | 6 | |
Integration costs (b) | | 3 | | | 7 | | | 8 | | | 13 | |
Mergers and acquisitions (c) | | 18 | | | 6 | | | 24 | | | 25 | |
Equity-based compensation and related employer taxes (d) | | 20 | | | 20 | | | 51 | | | 42 | |
Fair value movement on earnout derivative liabilities (e) | | (32) | | | 10 | | | (106) | | | (8) | |
Other adjustments, net (f) | | 11 | | | 8 | | | 20 | | | 5 | |
| Adjusted EBITDA | | $ | 133 | | | $ | 127 | | | $ | 274 | | | $ | 250 | |
| Net income Margin | | 2 | % | | 4 | % | | 7 | % | | 1 | % |
| Adjusted EBITDA Margin | | 21 | % | | 20 | % | | 22 | % | | 20 | % |
Set forth below is a reconciliation of total operating expenses to Adjusted Operating Expenses:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, |
| (in $ millions) | | 2025 | | 2024 | | 2025 | | 2024 |
| Total operating expenses | | $ | 597 | | | $ | 583 | | | $ | 1,163 | | | $ | 1,177 | |
| Adjustments: | | | | | | | | |
| Depreciation and amortization | | (43) | | | (48) | | | (83) | | | (95) | |
Restructuring, exit and related charges (a) | | (13) | | | 3 | | | (17) | | | (6) | |
Integration costs (b) | | (3) | | | (7) | | | (8) | | | (13) | |
Mergers and acquisitions (c) | | (18) | | | (6) | | | (24) | | | (25) | |
Equity-based compensation and related employer taxes (d) | | (20) | | | (20) | | | (51) | | | (42) | |
Other adjustments, net (f) | | — | | | (7) | | | — | | | (11) | |
| Adjusted Operating Expenses | | $ | 500 | | | $ | 498 | | | $ | 980 | | | $ | 985 | |
_____________________________________________________________
(a)Includes (i) employee severance costs/(reversals) of $11 million and $(3) million for the three months ended June 30, 2025 and 2024, respectively, and $15 million and $6 million for the six months ended June 30, 2025 and 2024, respectively, (ii) accelerated amortization of operating lease ROU assets of $1 million for each of the three and six months ended June 30, 2025 and (iii) contract costs related to facility abandonment of $1 million for the three and six months ended June 30, 2025.
(b)Represents expenses related to the integration of business acquisitions.
(c)Represents expenses related to business acquisitions, including potential business acquisitions, and includes pre-acquisition due diligence and related activities costs.
(d)Represents non-cash equity-based compensation expense and employer taxes paid related to equity incentive awards to certain employees.
(e)Represents fair value movements on earnout derivative liabilities during the periods.
(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $0 and $3 million for the three months ended June 30, 2025 and 2024, respectively, and $1 million and $6 million for the six months ended June 30, 2025 and 2024, respectively, and (ii) legal and professional services costs/ (reversals) of $0 and $4 million for the three months ended June 30, 2025 and 2024, respectively and $(1) million and $5 million for the six months ended June 30, 2025 and 2024, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange (loss) gains of $(10) million and $1 million for the three months ended June 30, 2025 and 2024, respectively, and $(17) million and $9 million for the six months ended June 30, 2025 and 2024, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $1 million and $2 million for the three months ended June 30, 2025 and 2024, respectively, and $3 million and $3 million for the six months ended June 30, 2025 and 2024, respectively.
For a discussion of Free Cash Flow and Net Debt, see “Liquidity and Capital Resources — Free Cash Flow” and “Liquidity and Capital Resources — Net Debt.”
Results of Operations
Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024
The following is a discussion of our results of the consolidated statements of operations for the three months ended June 30, 2025 and 2024:
Revenues
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Travel revenue | | $ | 507 | | | $ | 506 | | | $ | 1 | | | — | % |
| Product and professional services revenue | | 124 | | | 119 | | | 5 | | | 4 | % |
| Total revenue | | $ | 631 | | | $ | 625 | | | $ | 6 | | | 1 | % |
For the three months ended June 30, 2025, our total revenue increased by $6 million, or 1%, primarily due to an increase in Product and professional services revenue. The increase in total revenue was primarily driven by (i) an $8 million favorable foreign exchange impact, partially offset by (ii) a modest decline of 10bps in yield to 8% due to a mix of non-TTV driven revenue and higher digital transactions. Yield is calculated as total revenue divided by TTV for the same period.
Travel Revenue increased marginally by $1 million. Increase in revenue resulting from favorable foreign exchange impact of $5 million was partially offset by reduction in revenue due to decrease in yield.
Product and professional services revenue increased $5 million, or 4%, primarily due to a $3 million increase in management fees and $3 million of favorable foreign exchange impact.
Cost of Revenue (Excluding Depreciation and Amortization)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Cost of revenue (excluding depreciation and amortization) | | $ | 242 | | | $ | 247 | | | $ | (5) | | | (2) | % |
For the three months ended June 30, 2025, cost of revenue (excluding depreciation and amortization) decreased by $5 million, or 2%, due to (i) a $15 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives, partially offset by (ii) a $5 million related to employee merit increases and (iii) a $5 million increase due to unfavorable foreign exchange impact.
Sales and Marketing
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Sales and marketing | | $ | 111 | | | $ | 99 | | | $ | 12 | | | 13 | % |
For the three months ended June 30, 2025, sales and marketing expenses increased by $12 million, or 13%, primarily due to (i) a $7 million increase mainly due to professional services vendor spend and costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (ii) a $5 million increase related to higher employee headcount and merit increases, (iii) a $2 million increase due to unfavorable foreign exchange impact, partially offset by (iv) a $3 million reduction in expenses primarily due to cost savings initiatives.
Technology and Content
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Technology and content | | $ | 120 | | $ | 112 | | $ | 8 | | | 8 | % |
For the three months ended June 30, 2025, technology and content costs increased by $8 million, or 8%, due to (i) a $5 million increase related to higher employee headcount and merit increases, (ii) a $5 million increase in expenses to support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $3 million increase due to unfavorable foreign exchange impact, partially offset by (iv) a $5 million reduction in expenses due to cost savings initiatives.
General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| General and administrative | | $ | 69 | | | $ | 80 | | | $ | (11) | | | (14) | % |
For the three months ended June 30, 2025, general and administrative expenses decreased by $11 million, or 14%, primarily due to (i) a $14 million decrease in head office costs and other corporate expenses, (ii) a $4 million decrease in integration costs and (iii) a $4 million reduction in expenses primarily due to cost savings initiatives, partially offset by (iv) a $12 million increase in mergers and acquisitions costs.
Restructuring and Other Exit Charges
For the three months ended June 30, 2025, restructuring charges of $12 million related to employee severance costs was primarily due to reduction in workforce to improve operational efficiencies.
Depreciation and Amortization
For the three months ended June 30, 2025, depreciation and amortization decreased by $5 million, or 12%, as certain intangible assets were fully amortized towards the end of the second quarter in 2024.
Interest Expense
For the three months ended June 30, 2025, interest expense decreased by $9 million or 27%. The fixed rate margins were generally lower during the three months ended June 30, 2025 compared to three months ended June 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 7 - Long-term Debt). The changes in variable interest rates did not have material impact due to interest rate hedges being in place.
Fair Value Movement on Earnout Derivative Liabilities
During the three months ended June 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $32 million to our consolidated statements of operations compared to a charge of $10 million during the three months ended June 30, 2024. The decrease in fair value of earnout derivative liability during the three months ended June 30, 2025, was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of June 30, 2025.
Other Loss, Net
For the three months ended June 30, 2025, other loss, net, increased by $10 million primarily due to unfavorable foreign exchange movements.
Provision for (Benefit from) Income Taxes
For the three months ended June 30, 2025 and 2024, we had income tax provision (benefit) of $21 million and $(26) million, respectively. Our effective tax rate for the three months ended June 30, 2025 of 64.9% is higher than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Additionally, these items have a greater impact on the effective tax rate for the period due to the low pre-tax net income. Our effective tax rate for the three month period ended June 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to changes to the valuation allowance for deferred tax assets, certain U.S. minimum taxes, non-deductible expenses, and non-taxable income. The impact of these items has a large impact on the effective tax rate due to the low pre-tax net income.
Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024
The following is a discussion of our results of the consolidated statements of operations for the six months ended June 30, 2025 and 2024:
Revenues
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Travel revenue | | $ | 1,006 | | $ | 998 | | $ | 8 | | 1% |
| Product and professional services revenue | | $ | 246 | | 237 | | 9 | | 4% |
| Total revenue | | $ | 1,252 | | $ | 1,235 | | $ | 17 | | 1% |
For the six months ended June 30, 2025, our total revenue increased by $17 million, or 1%, due to an increase in both Travel Revenue and Product and professional services revenue. The increase in total revenue was driven by a 1% increase in Transaction Growth and 3% increase in TTV, offset by a modest decline of 9 bps in yield to 7.7% due to mix of non-TTV driven revenue and higher digital transactions. On a full-year basis, revenue yield is expected to decline 10 to 20 basis points year over year.
Travel Revenue increased by $8 million, or 1%, primarily due to a1% increase in Transaction Growth and 3% increase in TTV, offset by a modest decline in yield.
Product and Professional Services Revenue increased by $9 million, or 4%, primarily due to a $4 million increase in management fees and a $4 million increase in other professional services revenue.
Cost of Revenue (Excluding Depreciation and Amortization)
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Cost of revenue (excluding depreciation and amortization) | | $ | 473 | | $ | 492 | | $ | (19) | | | (4) | % |
For the six months ended June 30, 2025, cost of revenue (excluding depreciation and amortization) decreased by $19 million, or 4%, due to (i) $29 million productivity improvements primarily driven by reduction in expenses due to cost savings initiatives, partially offset by (ii) an $11 million related to employee merit increases.
Sales and Marketing
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Sales and marketing | | $ | 214 | | $ | 198 | | $ | 16 | | | 8 | % |
For the six months ended June 30, 2025, sales and marketing expenses increased by $16 million, or 8%, primarily due to (i) a $10 million increase related to higher employee headcount and merit increases, (ii) a $6 million increase in costs to manage volume and support growth plans in hotel acceleration and small and medium enterprise customer base, (iii) a $4 million increase mainly due to professional services vendor spend, partially offset by (iv) a $7 million reduction in expenses primarily due to cost savings initiatives.
Technology and Content
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| Technology and content | | $ | 240 | | $ | 220 | | $ | 20 | | | 10 | % |
For the six months ended June 30, 2025, technology and content costs increased by $20 million, or 10%, primarily due to (i) a $15 million increase related to higher employee headcount and merit increases and (ii) a $9 million increase to support growth plans in hotel acceleration and small and medium enterprise customer base, partially offset by (iii) a $7 million reduction in expenses due to cost savings initiatives.
General and Administrative
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six months ended
June 30, | | Change
increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ | | % |
| General and administrative | | $ | 137 | | $ | 166 | | $ | (29) | | | (18) | % |
For the six months ended June 30, 2025, general and administrative expenses decreased by $29 million, or 18%, due to (i) a $19 million decrease in head office costs and other corporate expenses, (ii) a $5 million decrease in integration costs and (iii) a $5 million decrease resulting from cost saving initiatives.
Restructuring and Other Exit Charges
For the six months ended June 30, 2025, restructuring charges of $16 million primarily related to employee severance costs due to reduction in workforce to improve operational efficiencies.
Depreciation and Amortization
For the six months ended June 30, 2025, depreciation and amortization decreased $12 million, or 13%, as certain intangible assets were fully amortized during 2024.
Interest Expense
For the six months ended June 30, 2025, interest expense decreased by $18 million or 27%. The fixed rate margins were generally lower during the six months ended June 30, 2025 compared to six months ended June 30, 2024 due to refinancing of term loans in July 2024. Subsequently, in February 2025, we repriced our term loans that lowered the fixed rate margins further (see note 7 - Long-term Debt). The changes in variable interest rates did not have material impact due to interest rate hedges being in place.
Fair Value Movements on Earnout Derivative Liabilities
During the six months ended June 30, 2025, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $106 million to our consolidated statements of operations compared to a credit of $8 million during the six months ended June 30, 2024. The decrease in fair value of earnout derivative liability during the six months ended June 30, 2025 was mainly driven by the decrease in our stock price and the lower remaining expected term of the earnout shares as of June 30, 2025.
Other (Loss) Income, Net
For the six months ended June 30, 2025, other loss, net, was $20 million compared to other income, net, of $6 million for the six months ended June 30, 2024. The adverse movement of $26 million was primarily driven by unfavorable foreign exchange movements.
Provision for Income Taxes
For the six months ended June 30, 2025 and 2024, we had income tax expense of $42 million and $1 million, respectively. Our effective tax rate for the six months ended June 30, 2025 of 32.8% is higher than the U.S. federal statutory corporate income tax rate of 21% primarily due to changes to the valuation allowance for deferred tax assets and the tax impact of non-deductible expenses, partially offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period. Our effective tax rate for the six months ended June 30, 2024 is different than the U.S. federal statutory corporate income tax rate of 21% due to permanent differences between financial accounting income and income for tax purposes, changes to the valuation allowance and certain U.S. minimum taxes expected to arise for the full year. The impact of these items has a large impact on the effective tax rate due to the low pre-tax net income.
Liquidity and Capital Resources
We maintain a level of liquidity sufficient to allow us to meet our cash needs in the short-term. Over the long-term, we manage our cash and capital structure with an intention to maintain our financial condition and flexibility for future strategic initiatives. Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities as well as cash and cash equivalent balances on hand. As of June 30, 2025 and December 31, 2024, our cash and cash equivalent balances were $601 million and $536 million, respectively. During the six months ended June 30, 2025 and 2024, our net cash from operating activities was $110 million and $122 million, respectively, and our Free Cash Flow was $53 million and $73 million, respectively (See “— Free Cash Flow” for additional information about this non-GAAP measure and a reconciliation to the most directly comparable financial measure calculated in accordance with GAAP). As of June 30, 2025, our Revolving Credit Facility remained fully undrawn. However, our full utilization of the $360 million of available commitments thereunder may be effectively limited with the leverage-based financial covenant requirements.
We believe our liquidity is important given our limited ability to predict future financial performance due to the uncertainties of a potential economic slowdown on account of prevailing macro-economic conditions. We continue to take measures to improve our liquidity. Such measures include our cost savings initiatives that includes productivity-related actions (process improvements, location optimizations, voluntary and involuntary redundancies, etc.) and vendor cost reductions. Cost savings include benefits for actions taken in the prior year and in 2025. Further, from time to time, we have entered into several financial transactions, including debt financing / refinancing / repricing transactions to reduce costs and improve liquidity. In February 2025, we entered in an amendment to the A&R Credit Agreement to reduce our interest rate margins by 50 bps (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). Further, in February 2025, we received an upgrade to our credit ratings which reduced the commitment fees by 0.125% payable on our Revolving Credit Facility (see Net Debt - Debt Ratings below). We continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.
Based on our current operating plan, existing cash and cash equivalents, increase in business volume trends, mitigation measures taken or planned to strengthen our liquidity and financial position, along with our revolving credit funding capacity under the Amended Credit Agreement and cash flows from operations, we believe we have adequate liquidity to meet the future operating, investing and financing needs of the business for a foreseeable future. Although we believe that we will have a sufficient level of cash and cash equivalents to cover our working capital needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional financing sources to lower our cost of capital, which could include equity, equity-linked and debt financing. In addition, from time to time, we may evaluate acquisitions and other strategic opportunities or undertake transactions to increase shareholder value. If we elect to
pursue any such investments or transactions, we may fund them with internally generated funds, bank financing, the issuance of other debt or equity or a combination thereof. There is no assurance that such funding would be available to us on acceptable terms or at all.
Cash Flows
The following table summarizes our cash flows for the periods indicated:
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| | Six months ended
June 30, | | Change increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | $ |
| Net cash from operating activities | | $ | 110 | | | $ | 122 | | | $ | (12) | |
| Net cash used in investing activities | | $ | (30) | | | (44) | | | 14 | |
| Net cash used in financing activities | | $ | (48) | | | (17) | | | (31) | |
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | | $ | 25 | | | (9) | | | 34 | |
| Net increase in cash, cash equivalents and restricted cash | | $ | 57 | | | $ | 52 | | | $ | 5 | |
Cash Flows for the Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
As of June 30, 2025, we had $618 million of cash, cash equivalents and restricted cash, an increase of $57 million compared to December 31, 2024. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the six months ended June 30, 2025 compared to the six months ended June 30, 2024.
Operating Activities
During the six months ended June 30, 2025, net cash from operating activities decreased by $12 million due to (i) $43 million cash outflows resulting from investment in working capital and higher income tax payments that were mitigated by an increase in operating income before considering non-cash charges or credits and lower cash interest payments, partially offset by (ii) $31 million of proceeds upon termination of interest rate swap contracts.
Investing Activities
During the six months ended June 30, 2025, cash used in investing activities decreased by $14 million due to (i) $27 million of proceeds received on maturity of foreign exchange forward contract derivatives that economically hedged certain foreign currency intercompany balances, partially offset by (ii) an $8 million increase in cash outflows related to purchase of property and equipment and (iii) $5 million of proceeds received during 2024 for a loan given to an equity affiliate in prior period.
Financing Activities
During the six months ended June 30, 2025, net cash used in financing activities increased by $31 million primarily due to (i) a $22 million increase in cash paid for taxes withheld upon vesting of equity awards and (ii) a $6 million increase in net repayment of principal amount of term loans under the Amended Credit Agreement.
Free Cash Flow
We define Free Cash Flow as net cash from (used in) operating activities, less cash used for additions to property and equipment.
We believe Free Cash Flow is an important measure of our liquidity. This measure is a useful indicator of our ability to generate cash to meet our liquidity demands. We use this measure to conduct and evaluate our operating liquidity. We believe it typically presents an alternate measure of cash flow since purchases of property and equipment are a necessary component of our ongoing operations and it provides useful information regarding how cash provided by operating activities compares to the property and equipment investments required to maintain and grow our platform. We believe Free Cash Flow provides investors with an understanding of how assets are performing and measures management’s effectiveness in managing cash.
Free Cash Flow is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure has limitations in that it does not represent the total increase or decrease in the cash balance for the period, nor does it represent cash flow for discretionary expenditures. This measure should not be considered as a measure of liquidity or cash flow from operations as determined under GAAP. This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to net income (loss) or any other performance measures derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity.
Set forth below is a reconciliation of net cash from operating activities to Free Cash Flow.
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| | Six months ended
June 30, | | Change increase/(decrease) |
| (in $ millions) | | 2025 | | 2024 | | |
| Net cash from operating activities | | $ | 110 | | | $ | 122 | | | $ | (12) | |
| Less: Purchase of property and equipment | | (57) | | | (49) | | | (8) | |
| Free Cash Flow | | $ | 53 | | | $ | 73 | | | $ | (20) | |
During the six months ended June 30, 2025, our Free Cash Flow decreased by $20 million due to a $12 million decrease in net cash from operating activities as discussed above and an increase of $8 million of cash outflows related to purchases of property and equipment.
Net Debt
We define Net Debt as total debt outstanding consisting of the current and non-current portion of long-term debt, net of unamortized debt discount and unamortized debt issuance costs, minus cash and cash equivalents. Net Debt is a non-GAAP measure and may not be comparable to similarly named measures used by other companies. This measure is not a measurement of our indebtedness as determined under GAAP and should not be considered in isolation or as an alternative to assess our total debt or any other measures derived in accordance with GAAP or as an alternative to total debt. Management uses Net Debt to review our overall liquidity, financial flexibility, capital structure and leverage. Further, we believe that certain debt rating agencies, creditors and credit analysts monitor our Net Debt as part of their assessment of our business.
The following table summarizes our Net Debt position as of June 30, 2025 and December 31, 2024:
| | | | | | | | | | | | | | |
| (in $ millions) | | June 30, 2025 | | December 31, 2024 |
| Current portion of long-term debt | | $ | 19 | | | $ | 19 | |
| Long-term debt, net of unamortized debt discount and debt issuance costs | | 1,362 | | | 1,365 | |
| Total debt, net of unamortized debt discount and debt issuance costs | | 1,381 | | | 1,384 | |
| Less: Cash and cash equivalents | | (601) | | | (536) | |
| Net Debt | | $ | 780 | | | $ | 848 | |
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As of June 30, 2025, our Net Debt is lower by $68 million compared to Net Debt as of December 31, 2024, primarily due to a $65 million increase in cash and cash equivalents balance.
In February 2025, we amended the A&R Credit Agreement to reduce the interest rate margin on term loans from 3.00% per annum to 2.50% per annum (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q). The reduction in margin is expected to decrease our annual cash interest payment by $7 million.
Debt Covenants
The Amended Credit Agreement contains customary restrictive financial and operating covenants (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q).
As of June 30, 2025, we were in compliance with all applicable covenants under the Amended Credit Agreement.
Debt Ratings
In February 2025, our borrowings under the Amended Credit Agreement were upgraded to "BB-" from "B+" by Standard & Poor’s Financial Services LLC with Stable outlook. In March 2025, Moody's Corporation also upgraded our senior secured credit facilities to "B1" from "B2" and in June 2025, Fitch Ratings Inc. revised our rating outlook from Stable to Positive, while maintaining a "BBB-" rating.
Upon the upgrade in our credit rating in February 2025, our fee for the Revolving Credit Facility, calculated based on the average daily commitments under the Revolving Credit Facility and payable quarterly in arrears, reduced to 0.25% per annum from 0.375% per annum. Our debt ratings have a direct impact on our future borrowing costs and access to capital markets.
Share Repurchase Program
During the six months ended June 30, 2025, we repurchased 204,176 shares under the share repurchase program that was authorized by our Board of Directors in October 2024 and pursuant to which the management was authorized to repurchase, in an amount not to exceed $300 million, shares of the Company's Class A common stock through December 31, 2027. The shares repurchased are held as treasury shares. As of June 30, 2025, we had $298 million that remains available to be utilized under the share repurchase program (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds).
Contractual Obligations and Commitments
In February 2025, we entered into an amendment to the A&R Credit Agreement to reprice the term loans outstanding under the A&R Credit Agreement. After giving effect to this amendment, the interest rate margin applicable to the repriced term loans reduced by 0.50% from 3.00% per annum to 2.50% per annum. We expect an interest savings of $7 million per year as a result of debt repricing. This, however, does not materially impact our total contractual obligations for debt as compared to those disclosed in our Annual Report on Form 10-K.
Except for above, there has been no material change to our contractual obligations and commitments as compared to those disclosed in our Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
Our consolidated financial statements and the related notes included in this Form 10-Q are prepared in accordance with GAAP. The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. There are certain critical estimates that we believe require significant judgment in the preparation of our consolidated financial statements. We consider an accounting estimate to be critical if: (i) it requires us to make an assumption because information was not available at the time or it included matters that were highly uncertain at the time we were making the estimate; and (ii) changes in the estimate or different estimates that we could have selected may have had a material impact on our financial condition or results of operations. Actual results could differ significantly from our estimates. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.
For the six months ended June 30, 2025, there were no material changes to our critical accounting policies and estimates presented in our Annual Report on Form 10-K. For additional information about our critical accounting policies and estimates, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Critical Accounting Policies and Estimates in our Annual Report on Form 10-K.
Recent Accounting Pronouncements
For information on recently issued accounting pronouncements, adopted and not yet adopted by us, see note 2 - Recently Issued Accounting Pronouncements to our consolidated financial statements included in this Form 10-Q.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risks in the ordinary course of our business, which primarily relate to fluctuations in interest rates and foreign currency exchange rates. We manage our exposure to (i) interest rate risk by entering into derivative financial instruments for a portion of principal amount of our debt and (ii) foreign currency exchange rates risk by entering into derivative financial instruments to hedge, in part, fluctuations in foreign currency exchange rates and through internally established policies and procedures. The objective of our policies is to mitigate potential income statement, cash flow, and fair value exposures resulting from possible future adverse fluctuations in rates. We do not engage in trading, market making or other speculative activities in the derivatives markets to manage these risks.
Other than as discussed below, there were no material changes in either our market risks or our mitigating strategies during the six months ended June 30, 2025 from the information provided in Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K.
Interest Rate Risk
In January 2025, we terminated our then existing interest rate swap derivative contracts and received $31 million, in cash, representing the fair value of the contracts on the termination date. We simultaneously entered into two new interest rate swap derivative contracts with similar terms as the previous interest rate swap agreements, except that the terms of the agreements require us to pay a fixed rate of 4.2075% for $400 million notional rate contract and 4.209% for $500 million notional rate contract (see note 14 - Derivatives and Hedging and note 15 - Fair Value Measurements to our consolidated financial statements included elsewhere in this Form 10-Q for further information).
Foreign Currency Exchange Rate Risk
There are no foreign currency forward contracts open as of June 30, 2025. However, during the six months ended June 30, 2025, we entered into certain foreign currency forward contracts that acted as economic hedges to offset exposure to foreign currency exchange rate fluctuations that resulted from certain of our intercompany balances. Upon maturity, we realized $27 million on such foreign currency forward contracts (see note 14 - Derivatives and Hedging and note 15 - Fair Value Measurements to our consolidated financial statements included elsewhere in this Form 10-Q for further information).
ITEM 4. 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) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, management has concluded that as of such date our disclosure controls and procedures were effective.
Changes in internal control over financial reporting
There were no changes to our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this report 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.
PART II. OTHER INFORMATION.
ITEM 1. Legal Proceedings
We are involved in litigation and other proceedings that arise in the ordinary course of our business. Management believes that we do not have any pending litigation that, separately or in the aggregate, would have a material adverse effect on our results of operations, financial condition or cash flows.
ITEM 1A. Risk Factors
For the six months ended June 30, 2025, there were no material changes to the risk factors presented in our Annual Report on Form 10-K under Part I, Item IA. Risk Factors. For further discussion on our risk factors, which could materially affect our business, financial condition and/or results of operations, refer to the section titled Risk Factors in our Annual Report on Form 10-K. These are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or results of operations.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Below is a summary of our Class A common stock repurchases by month for the quarter ended June 30, 2025:
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| Period | Total Number of Shares Purchased | | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1) | | Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs |
April 1, 2025 – April 30, 2025 | — | | | — | | — | | | $298,496,046 |
May 1, 2025 – May 31, 2025 | — | | | — | | — | | | 298,496,046 |
June 1, 2025 – June 30, 2025 | 21,500 | | | $6.56 | 21,500 | | | 298,355,006 |
| Total | 21,500 | | | | 21,500 | | | |
(1) On November 5, 2024, we announced that our Board of Directors authorized our management to repurchase shares of our Class A common stock through December 31, 2027 in an amount not to exceed $300 million. The share repurchase program may be suspended, modified or discontinued at any time, and we have no obligation to repurchase any amount of our Class A common stock under the program.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
ITEM 5. Other Information
During the three months ended June 30, 2025, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated any "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408(a) of Regulation S-K).
We inadvertently omitted the disclosure of a pre-arranged stock trading plan adopted by John David Thompson, our Chief Technology Officer, on March 10, 2025, in Item 5 of Part II in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025. Mr. Thompson’s plan provides for the potential sale of up to 306,336 shares plus 100% of the net number of shares that are scheduled to vest on or about August 12, 2025 and March 1, 2026, between June 9, 2025 and September 30, 2026, subject to the plan's earlier expiration or completion in accordance with its terms. This trading plan is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
ITEM 6. Exhibits
| | | | | | | | |
Exhibit
Number | | Description |
| | |
| 31.1* | | Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended |
| 31.2* | | Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended |
| 32.1** | | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | | Certification of the Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 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* | | XBRL Taxonomy Extension Schema Document |
| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | | XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
_____________________________________________________________
*Filed herewith
**Furnished herewith
SIGNATURES
Pursuant to the requirements 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: August 5, 2025 | By: | /s/ Paul Abbott |
| | Paul Abbott |
| | Chief Executive Officer (Principal Executive Officer) |
| | |
Date: August 5, 2025 | By: | /s/ Karen Williams |
| | Karen Williams |
| | Chief Financial Officer (Principal Financial Officer) |
