Global Business Travel Group, Inc.
For the period ended Dec 31, 2025. Filed Mar 9, 2026.
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FY2025 · Filed Mar 9, 2026
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Reports of Independent Registered Public Accounting Firm
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Global Business Travel Group, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Global Business Travel Group, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 9, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters that were communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relates.
Variable consideration related to supplier fees incentive revenues
As discussed in Notes 2 and 4 to the consolidated financial statements, the Company reported travel revenue of $2,154 million for the year-ended December 31, 2025, a portion of which related to revenue from supplier fee incentives. The Company receives incentives from air travel suppliers for incremental bookings above minimum targeted thresholds established under relevant agreements. The Company estimates these incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as consideration is variable and determined by meeting volume targets.
We identified the evaluation of variable consideration related to supplier fee incentive revenues as a critical audit matter. A high degree of subjective auditor judgment was required to assess the Company’s estimate of supplier fee incentive variable consideration accrued and recognized as revenue at year-end for certain suppliers, including the estimate of completed airline travel.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to management's process of estimating variable consideration in revenue contracts, including a control related to the estimate of completed airline travel. For certain suppliers, we:
■obtained and read contractual documents, including master agreements and other related documents,
■analyzed the contractual documents to determine if all arrangement terms that may have impacted revenue recognition were identified and properly considered, including terms and conditions for incentive revenues,
■developed an independent estimate of variable consideration related to supplier fee incentive revenues at year-end using historical completed airline travel data and compared it to the Company’s estimate, and
■assessed management’s ability to estimate accurately by comparing the Company’s historical estimates to actual results.
Fair value of acquired customer relationships intangible asset
As discussed in Note 3 to the consolidated financial statements, during 2025, the Company acquired CWT Holdings, LLC (CWT) for a total purchase consideration of $597 million. The acquisition was accounted for as a business combination under the acquisition method of accounting. The aggregate of total purchase consideration and fair value of non-controlling interest acquired was allocated to the identified assets acquired and liabilities assumed based on their respective acquisition date fair values, with any excess allocated to goodwill. The Company recorded acquired intangible assets of $397 million, of which $340 million related to customer relationships. Management estimated the fair value of the customer relationships intangible asset using an excess earnings method of valuation.
We identified the evaluation of the acquisition date fair value of the acquired customer relationships intangible asset as a critical audit matter. A high degree of subjective auditor judgment was required to evaluate key assumptions used in the determination of the fair value of the customer relationships intangible asset. The key assumptions were the projected revenue and discount rate. Changes to the key assumptions could have had a significant effect on the determination of the fair value measurement. We also involved valuation professionals with specialized skills and knowledge to evaluate the discount rate used in the valuation of the customer relationships intangible asset.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of an internal control related to management’s determination of the fair value of the customer relationships intangible asset, including controls over key assumptions. We evaluated the reasonableness of management’s projected revenue by comparing forecasts to historical results of the acquired entity, internal communications to management and the Board of Directors, and relevant industry data. We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the discount rate used in the valuation of the customer relationship intangible asset by comparing it to a range of discount rates that was independently developed using publicly available market data for peer entities.
/s/ KPMG LLP
We have served as the Company's auditor since 2014
New York, New York
March 9, 2026
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Global Business Travel Group, Inc.:
Opinion on Internal Control Over Financial Reporting
We have audited Global Business Travel Group, Inc. and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), cash flows, and changes in total shareholders’ equity, for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement Schedule II (collectively, the consolidated financial statements), and our report dated March 9, 2026 expressed an unqualified opinion on those consolidated financial statements.
The Company acquired CWT Holdings, LLC during 2025, and also gained control over Uvet Global Business Travel S.p.A. during 2025 thereby resulting in the Company consolidating Uvet Global Business Travel S.p.A., and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, CWT Holdings, LLC and Uvet Global Business Travel S.p.A.’s internal control over financial reporting associated with 12% of total assets (excluding acquired goodwill and intangible assets) and 8% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of CWT Holdings, LLC and Uvet Global Business Travel S.p.A.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/KPMG LLP
New York, New York
March 9, 2026
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