Global Business Travel Group, Inc.

Previous wording

•risks related to the business of CWT or unexpected liabilities that arise in connection with the integration of CWT into our business, including our ability to apply our procedures regarding internal controls over financial reporting to CWT;

Current wording

•risks related to the business of CWT or unexpected liabilities that may arise in connection with the integration of CWT into our business;

Previous wording

•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, 2025 filed with the SEC on March 9, 2026 ("Annual Report on Form 10-K").

Current wording

•other factors detailed under the heading “Risk Factors” in this Form 10-Q, our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 9, 2026 ("Annual Report on Form 10-K") and our Quarterly Report on Form 10-Q for the three months ended March 31, 2026 filed with the SEC on May 11, 2026 ("First Quarter Report on Form 10-Q"); and

Previous wording

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.

Current wording

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. These factors should not be construed as exhaustive and should be read in conjunction with the other forward-looking statements. The forward-looking statements relate to events only as of the date on which the statements are made. 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.

Previous wording

At the effective time of the Merger, each issued and outstanding share of our Class A common stock (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $9.50 per share in cash, without interest thereon. In addition, at or immediately prior to the effective time, our outstanding equity awards, including stock options and restricted stock units, will be cancelled and converted into the right to receive cash payments based on the Merger consideration, subject to the terms of the Merger Agreement. See Note 18 -Subsequent Events in Item 1 of this Form 10-Q for further details regarding the proposed Merger.

Current wording

At the effective time of the Merger, each issued and outstanding share of our Class A common stock (other than certain excluded shares and shares held by stockholders who properly exercise appraisal rights) will be cancelled and converted into the right to receive $9.50 per share in cash, without interest thereon. In addition, at or immediately prior to the effective time, our outstanding equity awards, including stock options and restricted stock units, will be cancelled and converted into the right to receive cash payments based on the Merger consideration, subject to the terms of the Merger Agreement. See Note 1 -Business Description and Basis of Presentation in Item 1 of this Form 10-Q for further details regarding the proposed Merger.

Previous wording

For the three months ended March 31, 2026, TTV increased by $4,593 million, or 54% , to $13,107 million compared to the three months ended March 31, 2025, due to consolidation of businesses acquired in prior year that contributed 40% of this growth. The remaining increase in TTV during the three months ended March 31, 2026 was primarily due to

Current wording

For the three months ended June 30, 2026, TTV increased by $4,546 million, or 57% , to $12,528 million compared to the three months ended June 30, 2025. For the six months ended June 30, 2026, TTV increased by $9,139 million or 55%, to $25,635 million compared to the six months ended June 30, 2025. The increase in TTV during both three months and six months ended June 30, 2025, was primarily due to consolidation of businesses acquired in prior year that contributed 43% and 41%, respectively, of this growth for the three months and six months period ended June 30, 2026. The remaining increase in TTV during both the three and six months ended June 30, 2026 was due to Transaction Growth, an increase in both average air transaction price and average hotel stay price and a favorable impact from foreign currency exchange rates.

Previous wording

Transaction Growth was 41% for the three months ended March 31, 2026, due to consolidation of businesses acquired in prior year that contributed 38% of this growth. The remaining Transaction Growth during the three months ended March 31, 2026 was primarily due to share gains and increased demand for business travel from our clients.

Current wording

Transaction Growth was 45% for the three months ended June 30, 2026 and was 43% for the six months ended June 30, 2026, due to consolidation of businesses acquired in prior year that contributed 41% and 39%, respectively, of this growth. The remaining Transaction Growth during both the three and six months ended June 30, 2026 was primarily due to share gains and increased demand for business travel from our clients.

Previous wording

(a)Includes (i) employee severance costs of $40 million and $4 million for the three months ended March 31, 2026 and 2025, respectively, (ii) accelerated amortization of operating lease ROU assets of $5 million for the three months ended March 31, 2026 and (iii) contract costs related to facility abandonment of $4 million for the three months ended March 31, 2026.

Current wording

(a)Includes (i) employee severance costs of $38 million and $11 million for the three months ended June 30, 2026 and 2025, respectively, and $78 million and $15 million for the six months ended June 30, 2026 and 2025, respectively, (ii) accelerated amortization of operating lease ROU assets of $4 million and $1 million for the three months ended June 30, 2026 and 2025, respectively, and $9 million and $1 million for the six months ended June 30, 2026 and 2025, respectively, and (iii) contract costs related to facility abandonment of $3 million and $1 million for the three months ended June 30, 2026 and 2025, respectively, and $7 million and $1 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million for the three months ended March 31, 2025, and (ii) legal and professional services (reversals) of $(1) million for the three months ended March 31, 2025. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange gain (loss) of $5 million and $(7) million for the three months ended March 31, 2026 and 2025, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $2 million and $2 million for the three months ended March 31, 2026 and 2025, respectively.

Current wording

(f)Adjusted Operating Expenses excludes (i) long-term incentive plan expense of $1 million for the six months ended June 30, 2025, and (ii) legal and professional services (reversals) of $(1) million for the six months ended 2025. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange gain (loss) of $9 million and $(10) million for the three months ended June 30, 2026 and 2025, respectively, and $14 million and $(17) million for the six months ended June 30, 2026 and 2025, respectively, and (ii) non-service component of our net periodic pension cost related to our defined benefit pension plans of $0 and $1 million for the three months ended June 30, 2026 and 2025, respectively, and $2 million and $3 million for the six months ended June 30, 2026 and 2025, respectively.

Previous wording

For the three months ended March 31, 2026, our total revenue increased by $219 million, or 35%, primarily due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was primarily driven by $174 million of incremental revenue resulting from consolidation of businesses acquired in prior year and $45 million increase from Transaction Growth and increase in TTV. Increase in revenue includes $21 million of favorable foreign exchange impact.

Current wording

For the three months ended June 30, 2026, our total revenue increased by $239 million, or 38%, due to an increase in both Travel Revenue and Product and Professional Services Revenue. The increase in total revenue was driven by $175 million of incremental revenue resulting from consolidation of businesses acquired in prior year and a $64 million increase from Transaction Growth and an increase in TTV. The increase in revenue includes $4 million of favorable foreign exchange impact.

Previous wording

Travel Revenue increased by $166 million or 33% due to $132 million of incremental revenue resulting from consolidation of businesses acquired in the prior year and $34 million due to Transaction Growth and increase in TTV. The increase in Travel Revenue includes $15 million of favorable foreign exchange impact.

Current wording

Travel Revenue increased by $193 million, or 38%, due to $137 million of incremental revenue resulting from consolidation of businesses acquired in the prior year and $56 million due to Transaction Growth and an increase in TTV. The increase in Travel Revenue includes $3 million of favorable foreign exchange impact.

Previous wording

Product and professional services revenue increased $53 million, or 44%, due to $42 million of incremental revenue resulting from consolidation of businesses acquired in the prior year, a $9 million increase in other professional services revenue and a $2 million increase in management fees. The increase in Product and professional services revenue includes $6 million of favorable foreign exchange impact.

Current wording

Product and professional services revenue increased $46 million, or 38%, due to $38 million of incremental revenue resulting from consolidation of businesses acquired in the prior year, a $6 million increase in other professional services revenue and a $2 million increase in management fees. The increase in Product and professional services revenue includes $1 million of favorable foreign exchange impact.

Previous wording

For the three months ended March 31, 2026, cost of revenue (excluding depreciation and amortization) increased by $119 million, or 51%, primarily due to (i) $96 million of incremental expenses resulting from consolidation of businesses acquired in the prior year, (ii) a $20 million increase related to higher employee headcount and merit increases, (iii) a $10 million increase to support volume growth, partially offset by (iii) a $9 million productivity improvements primarily driven by automation and cost savings initiatives. The increase in cost of revenue expenses (excluding depreciation and amortization) includes $13 million of unfavorable foreign exchange impact.

Current wording

For the three months ended June 30, 2026, cost of revenue (excluding depreciation and amortization) increased by $114 million, or 47%, primarily due to (i) $98 million of incremental expenses resulting from consolidation of businesses acquired in the prior year, (ii) a $15 million increase to support volume growth and (iii) a $10 million increase related to higher employee headcount and merit increases, partially offset by (iv) $7 million of productivity improvements primarily driven by automation and cost savings initiatives. The increase in cost of revenue expenses (excluding depreciation and amortization) includes $3 million of unfavorable foreign exchange impact.

Previous wording

For the three months ended March 31, 2026, sales and marketing expenses increased by $23 million, or 23%, primarily due to (i) $19 million of incremental expenses resulting from consolidation of businesses acquired in the prior year and (ii) a $3 million increase to support volume growth and growth plans in SME client base. The increase in sales and marketing expenses includes $4 million of unfavorable foreign exchange impact.

Current wording

For the three months ended June 30, 2026, sales and marketing expenses increased by $12 million, or 10%, primarily due to (i) $13 million of incremental expenses resulting from consolidation of businesses acquired in the prior year, (ii) a $2 million increase to support volume growth and growth plans in SME client base and (iii) a $2 million increase in employee incentives, partially offset by (iv) a reduction in expenses of $4 million due to cost savings initiatives. The increase in sales and marketing expenses includes $1 million of unfavorable foreign exchange impact.

Previous wording

For the three months ended March 31, 2026, restructuring charges of $44 million related primarily to restructuring actions initiated by us following an evaluation of the combined business after completion of prior year acquisitions and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 6 -Restructuring, Exit and Related Chargesto our consolidated financial statements included elsewhere in this Form 10-Q).

Current wording

For the three months ended June 30, 2026, restructuring charges of $41 million related primarily to restructuring actions initiated by us following an evaluation of the combined business after completion of prior year acquisitions and other employee severance costs due to reduction in workforce to improve operational efficiencies (see note 6 -Restructuring, Exit and Related Chargesto our consolidated financial statements included elsewhere in this Form 10-Q).

Previous wording

For the three months ended March 31, 2026, depreciation and amortization increased by $20 million, or 48%, primarily due to incremental depreciation resulting from consolidation of businesses acquired in the prior year and an increase in amortization of capitalized software.

Current wording

For the three months ended June 30, 2026, depreciation and amortization increased by $13 million, or 33%, primarily due to incremental depreciation resulting from consolidation of businesses acquired in the prior year and an increase in amortization of capitalized software.

Previous wording

During the three months ended March 31, 2026, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $31 million to our consolidated statements of operations compared to a credit of $74 million during the three months ended March 31, 2025. The decrease in fair value of earnout derivative liability during the three months ended March 31, 2026 was mainly driven by the decrease in our stock price and reduction in remaining expected term of the earnout shares as of March 31, 2026.

Current wording

During the three months ended June 30, 2026, the fair value movement of our derivative liabilities related to our earnout shares resulted in a credit of $6 million to our consolidated statements of operations compared to a credit of $32 million during the three months ended June 30, 2025. To determine the fair value of earnout shares as of June 30, 2026, we considered the probable outcomes a market participant would consider for the Merger transaction that is reflected in our share price as of June 30, 2026. Consequently, we changed our valuation approach to a probability-weighted Monte Carlo simulation method to better reflect the new market participant assumptions under ASC 820. This methodology confirmed that the earnout shares would likely expire worthless, resulting in the reduction of the corresponding liability.

Previous wording

For the three months ended March 31, 2026, other income (loss), net, increased by $12 million primarily due to favorable foreign exchange movements.

Current wording

For the three months ended June 30, 2026, other income (loss), net, increased by $20 million primarily due to favorable foreign exchange movements.

Previous wording

For the three months ended March 31, 2026, technology and content costs increased by $39 million, or 33%, primarily due to (i) $33 million of incremental expenses resulting from consolidation of businesses acquired in the prior year and (ii) a $5 million increase in expenses to support our investments in strategic plans.The increase in technology and content expenses includes $3 million of unfavorable foreign exchange impact.

Current wording

For the six months ended June 30, 2026, technology and content costs increased by $79 million, or 33%, primarily due to (i) $69 million of incremental expenses resulting from consolidation of businesses acquired in the prior year, (ii) a $9 million increase in expenses to support our investments in strategic plans, (iii) a $2 million increase mainly due to product services vendor spend and (iv) a $2 million increase related to merit, partially offset by (v) a reduction in expenses of $4 million due to cost savings initiatives. The increase in technology and content expenses includes $3 million of unfavorable foreign exchange impact.

Previous wording

For the three months ended March 31, 2026, general and administrative expenses increased by $30 million, or 44%, primarily due to (i) incremental expenses of $24 million resulting from consolidation of businesses acquired in the prior year, (ii) an $8 million increase in head office costs and (iii) a $4 million increase in integration costs, partially offset by (iv) a reduction in expenses of $5 million due to cost savings initiatives and (v) a $3 million decrease in mergers and acquisitions costs. The increase in general and administrative expenses includes $1 million of unfavorable foreign exchange impact.

Current wording

For the six months ended June 30, 2026, general and administrative expenses increased by $71 million, or 52%, primarily due to (i) incremental expenses of $41 million resulting from consolidation of businesses acquired in the prior year, (ii) a $26 million increase in head office costs including $9 million of employee incentives and (iii) an $18 million increase in integration costs, partially offset by (iv) a $9 million decrease in mergers and acquisitions costs and (v) a reduction in expenses of $8 million due to cost savings initiatives. The increase in general and administrative expenses includes $1 million of unfavorable foreign exchange impact.

Previous wording

During the three months ended March 31, 2025, we recognized a loss on early extinguishment of debt of $2 million arising from repricing of term loans under our senior secured credit agreement in February 2025.

Current wording

During the six months ended June 30, 2025, we recognized a loss on early extinguishment of debt of $2 million arising from repricing of term loans under our senior secured credit agreement in February 2025.

Previous wording

For the three months ended March 31, 2026 and 2025, we had income tax benefit (expense) of $42 million and $(21) million, respectively, and our effective tax rate was 349.0% and (21.7%), respectively. Our effective tax rate for the three months ended March 31, 2026 was significantly different than the U.S. federal statutory corporate income tax rate of 21% due to a $32 million valuation allowance release in Germany, the non-taxable gain on the fair value movement on the earnout shares derivative liability, offset by the tax impact of non-deductible expenses. The impact of these items had a greater impact on the effective tax rate due to low pre-tax income. For the three months ended March 31, 2025, our effective tax rate was broadly in line with the U.S. federal statutory corporate income tax rate of 21% with the tax impact of non-deductible expenses offset by the non-taxable gain on the fair value change in the earnout shares derivative liability during the period.

Current wording

For the six months ended June 30, 2026 and 2025, we had income tax benefit (expense) of $40 million and $(42) million, respectively, and our effective tax rate was 155.4% and (32.8%), respectively. Our effective tax rate for the six months ended June 30, 2026 was significantly different than the U.S. federal statutory corporate income tax rate of 21% due to a $32 million valuation allowance release in Germany and the non-taxable gain on the fair value movement on the earnout shares derivative liability, partially offset by the tax impact of non-deductible expenses. The impact of these items had a greater impact on the effective tax rate due to low pre-tax income. For the six months ended June 30, 2025, our effective tax rate was 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.

Previous wording

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 March 31, 2026 and December 31, 2025, our cash and cash equivalent balances were $442 million and $434 million, respectively. During the three months ended March 31, 2026 and 2025, our net cash (used in) from operating activities was $(15) million and $53 million, respectively, and our Free Cash Flow was $(52) million and $26 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 March 31, 2026, our Revolving Credit Facility of $360 million under the Amended Credit Agreement 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.

Current wording

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, 2026 and December 31, 2025, our cash and cash equivalent balances were $518 million and $434 million, respectively. During the six months ended June 30, 2026 and 2025, our net cash from operating activities was $127 million and $110 million, respectively, and our Free Cash Flow was $51 million and $53 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, 2026, our Revolving Credit Facility of $360 million under the Amended Credit Agreement 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.

Previous wording

Cash Flows for the Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

Current wording

Cash Flows for the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025

Previous wording

As of March 31, 2026, we had $480 million of cash, cash equivalents and restricted cash, a marginal increase of $1 million compared to December 31, 2025. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Current wording

As of June 30, 2026, we had $552 million of cash, cash equivalents and restricted cash, an increase of $73 million compared to December 31, 2025. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Previous wording

During the three months ended March 31, 2026, net cash (used in) from operating activities decreased by $68 million due to (i) $37 million of cash outflows resulting primarily from movement in working capital and (ii) $31 million of cash inflows during the three months ended March 31, 2025 that resulted from termination of interest rate swap contracts.

Current wording

During the six months ended June 30, 2026, net cash from operating activities increased by $17 million primarily due to (i) $29 million of cash inflows primarily resulting from movement in working capital, (ii) $21 million of cash inflows from net income before considering non-cash items partially offset by (iii) loss of benefit of $31 million of cash inflows during the six months ended June 30, 2025 that resulted from termination of interest rate swap contracts.

Previous wording

During the three months ended March 31, 2026, cash used in investing activities increased by $9 million primarily due to (i) a $10 million increase in cash outflows related to purchase of property and equipment and (ii) $9 million of proceeds received from foreign exchange contract derivatives that economically hedged certain foreign currency intercompany balances in 2025 partially offset by (iii) $10 million of cash received on finalization of working capital adjustments and settlement of amount in escrow account related to the CWT acquisition.

Current wording

During the six months ended June 30, 2026, cash used in investing activities increased by $36 million primarily due to (i) a $19 million increase in cash outflows related to purchase of property and equipment and (ii) $27 million of proceeds received from foreign exchange contract derivatives that economically hedged certain foreign currency intercompany balances in 2025, partially offset by (iii) $10 million of cash received on finalization of working capital adjustments and settlement of amount in escrow account related to the CWT acquisition.

Previous wording

During the three months ended March 31, 2026, net cash from financing activities increased by $74 million primarily due to (i) a $100 million increase in net inflow of principal amount of term loans under the Amended Credit Agreement and (ii) a $10 million decrease in cash paid for income taxes withheld upon vesting of equity awards, partially offset by (iii) a $37 million increase in cash paid for repurchase of our common shares.

Current wording

During the six months ended June 30, 2026, net cash from (used in) financing activities increased by $68 million primarily due to (i) a $99 million increase in net proceeds from term loans under the Amended Credit Agreement and (ii) a $13 million decrease in cash paid for income taxes withheld upon vesting of equity awards, partially offset by (iii) a $46 million increase in cash paid for repurchase of our common shares.

Previous wording

Set forth below is a reconciliation of net cash (used in) from operating activities to Free Cash Flow.

Current wording

Set forth below is a reconciliation of net cash from operating activities to Free Cash Flow.

Previous wording

During the three months ended March 31, 2026, our Free Cash Flow decreased by $78 million due to a $68 million decrease in net cash (used in) from operating activities as discussed above and an increase of $10 million of cash outflows related to purchases of property and equipment.

Current wording

During the six months ended June 30, 2026, our Free Cash Flow decreased by $2 million due to a $19 million increase in cash outflows related to purchases of property and equipment offset by a $17 million increase in net cash from operating activities as discussed above.

Previous wording

As of March 31, 2026, our Net Debt is higher by $91 million compared to Net Debt as of December 31, 2025, due to $99 million of net increase in long-term debt resulting from additional $100 million of principal amount of term loans borrowed in January 2026 (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q), partially offset by $8 million of increase in cash and cash equivalents balance.

Current wording

As of June 30, 2026, our Net Debt is higher by $10 million compared to Net Debt as of December 31, 2025, due to $94 million of net increase in long-term debt resulting from additional $100 million of principal amount of term loans borrowed in January 2026 (see note 7 - Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q), partially offset by $84 million of increase in cash and cash equivalents balance.

Previous wording

There has been no change to our credit ratings during the three months ended March 31, 2026.

Current wording

There has been no change to our credit ratings during the six months ended June 30, 2026.

Previous wording

During the three months ended March 31, 2026, we repurchased 6 million shares for $38 million (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceedsfor further details).

Current wording

On May 2, 2026, our share repurchase program was terminated, in accordance with its terms, in connection with the Company's entry into the Merger Agreement and, accordingly, there was no amount available for future purchases under the program as of June 30, 2026. Prior to the termination, during the six months ended June 30, 2026, we repurchased approximately 7 million shares of our Class A common stock for $47 million under the share repurchase program (see Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceedsfor further details).

Previous wording

For the three months ended March 31, 2026, 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.

Current wording

For the six months ended June 30, 2026, 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.

Previous wording

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.

Current wording

For information on recently issued accounting pronouncements, adopted and not yet adopted by us, see note 2 -Recently Issued Accounting Pronouncementsto our consolidated financial statements included in this Form 10-Q.