UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DCD.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED ~~JUNE 30, 2022~~MARCH 31, 2023


☐	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: (~~212~~480) ~~679-1600~~909-1740

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
~~Warrants, each whole warrant exercisable for one share of Class A common stock~~	~~GBTG.WS~~	~~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 ☒ No ☐

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 ☒ No ☐

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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 10, 2022,~~May 5, 2023, the registrant had ~~56,945,033~~ 69,912,660 shares of Class A common stock, par value $0.0001 per share, and 394,448,481 shares of Class B common stock, par value $0.0001 per share, outstanding.

Table of Contents

Table of Contents

		Page

	PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements
	Consolidated Balance Sheets as of ~~June 30, 2022~~March 31, 2023 (Unaudited) and December 31, ~~2021~~2022	2
	Consolidated Statements of Operations for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	3
	Consolidated Statements of Comprehensive Loss for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	4
	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	5
	Consolidated Statements of Changes in Total Stockholders’ Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ (Unaudited)	6
	Notes to the Consolidated Financial Statements (Unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3529
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	5343
Item 4.	Controls and Procedures	5544

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	5645
~~Item1A.~~Item 1A.	Risk Factors	5645
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5645
Item 3.	Defaults Upon Senior Securities	5645
Item 4.	Mine Safety Disclosures	5645
Item 5.	Other Information	5645
Item 6.	Exhibits	5746
Signatures		5847

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements ~~(Unaudited)~~

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED BALANCE SHEETS


	June 30,		December 31,		March 31,		December 31,
(in $ millions except share and per share data)	2022		2021
(in $ millions, except share and per share data)					2023		2022
	(Unaudited)				(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	446	$	516	$	320	$	303
Accounts receivable (net of allowances for doubtful accounts of $7 and $4 as of June 30, 2022 and December 31, 2021, respectively)		688		381
Accounts receivable (net of allowance for credit losses of $27 and $23 as of March 31, 2023 and December 31, 2022, respectively)						928		765
Due from affiliates		33		18		28		36
Prepaid expenses and other current assets		117		137		174		130
Total current assets		1,284		1,052		1,450		1,234
Property and equipment, net		210		216		228		218
Equity method investments		14		17		14		14
Goodwill		1,312		1,358		1,198		1,188
Other intangible assets, net		682		746		616		636
Operating lease right-of-use assets		48		59		60		58
Deferred tax assets		267		282		339		333
Other non-current assets		34		41		44		47
Total assets	$	3,851	$	3,771	$	3,949	$	3,728
Liabilities, preferred shares, and stockholders’ equity
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	274	$	137	$	350	$	253
Due to affiliates		40		41		85		48
Accrued expenses and other current liabilities		441		519		426		452
Current portion of operating lease liabilities		19		21		17		17
Current portion of long-term debt		3		3		4		3
Total current liabilities		777		721		882		773
Long-term debt, net of unamortized debt discount and debt issuance costs		1,218		1,020		1,351		1,219
Deferred tax liabilities		115		119		20		24
Pension liabilities		280		333		145		147
Long-term operating lease liabilities		49		61		62		61
Earnouts and warrants derivative liabilities		121		—
Earnout derivative liabilities						87		90
Other non-current liabilities		25		23		50		43
Total liabilities		2,585		2,277		2,597		2,357
Commitments and Contingencies (see note 12)
Preferred shares (par value €0.00001; 3,000,000 shares authorized; 1,500,000 shares issued and outstanding as of December 31, 2021)		—		160
Commitments and Contingencies (see note 11)
Stockholders’ equity:
Voting ordinary shares (par value €0.00001; 40,000,000 shares authorized; 36,000,000 shares issued and outstanding as of December 31, 2021)		—		—
Non-Voting ordinary shares (par value €0.00001; 15,000,000 shares authorized; 8,413,972 shares issued and outstanding as of December 31, 2021)		—		—
Profit Shares (par value €0.00001; 800,000 shares authorized, issued and outstanding as of December 31, 2021)		—		—
Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 56,945,033 shares issued and outstanding as of June 30, 2022)		—		—
Class B common stock (par value $0.0001; 3,000,000,000 shares authorized; 394,448,481 shares issued and outstanding as of June 30, 2022)		—		—
Class A common stock (par value $0.0001; 3,000,000,000 shares authorized; 69,498,992 shares and 67,753,543 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively)						—		—
Class B common stock (par value $0.0001; 3,000,000,000 shares authorized; 394,448,481 shares issued and outstanding as of both March 31, 2023 and December 31, 2022)						—		—
Additional paid-in capital		244		2,560		346		334
Accumulated deficit		(128)		(1,065)		(177)		(175)
Accumulated other comprehensive loss		(30)		(162)		(7)		(7)
Total equity of the Company’s stockholders		86		1,333		162		152
Equity attributable to noncontrolling interest in subsidiaries		1,180		1
Equity attributable to non-controlling interest in subsidiaries						1,190		1,219
Total stockholders’ equity		1,266		1,334		1,352		1,371
Total liabilities, preferred shares, and stockholders’ equity	$	3,851	$	3,771
Total liabilities and stockholders’ equity					$	3,949	$	3,728

See notes to consolidated financial statements

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(Unaudited)


	Three months ended				Six months ended				Three months ended
	June 30,				June 30,				March 31,
(in $ millions, except share and per share data)	2022		2021		2022		2021		2023		2022
Revenue	$	486	$	153	$	836	$	279	$	578	$	350
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)		199		95		372		177		241		173
Sales and marketing		82		45		154		88		103		74
Technology and content		95		59		185		116		98		90
General and administrative		89		41		154		80		76		63
Restructuring charges		(5)		(9)		(3)		(9)		23		2
Depreciation and amortization		45		36		89		70		46		44
Total operating expenses		505		267		951		522		587		446
Operating loss		(19)		(114)		(115)		(243)		(9)		(96)
Interest expense		(24)		(13)		(43)		(24)		(34)		(19)
Fair value movement on earnouts and warrants derivative liabilities		36		—		36		—
Fair value movement on earnout derivative liabilities										3		—
Other income, net		2		—		2		5		5		—
Loss before income taxes and share of losses from equity method investments		(5)		(127)		(120)		(262)		(35)		(115)
Benefit from income taxes		4		73		29		95		8		25
Share of losses from equity method investments		(1)		(1)		(2)		(2)		—		(1)
Net loss		(2)		(55)		(93)		(169)		(27)		(91)
Less: Net loss attributable to non-controlling interests in subsidiaries		(23)		(55)		(114)		(169)
Net income attributable to the Company’s Class A common stockholders	$	21	$	—	$	21	$	—
Basic earnings per share attributable to the Company’s Class A common stockholders	$	0.44			$	0.44
Less: net loss attributable to non-controlling interests in subsidiaries										(25)		(91)
Net loss attributable to the Company’s Class A common stockholders									$	(2)	$	—
Basic loss per share attributable to the Company’s Class A common stockholders									$	(0.03)
Weighted average number of shares outstanding - Basic		48,867,969				48,867,969				60,376,708
Diluted loss per share attributable to the Company’s Class A common stockholders	$	—			$	(0.21)			$	(0.06)
Weighted average number of shares outstanding - Diluted		444,320,221				444,320,221				454,825,189

See notes to consolidated financial statements

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three months ended				Six months ended				Three months ended
	June 30,				June 30,				March 31,
(in $ millions)	2022		2021		2022		2021		2023		2022
Net loss	$	(2)	$	(55)	$	(93)	$	(169)	$	(27)	$	(91)
Other comprehensive (loss) income, net of tax:
Change in currency translation adjustments, net of tax		(74)		7		(90)		(2)		9		(16)
Unrealized gains on cash flow hedge, net of tax		4		—		13		—
Amortization of actuarial loss and prior service cost in net periodic pension cost		1		—		1		—
Other comprehensive (loss) income, net of tax		(69)		7		(76)		(2)
Unrealized (loss) gains on cash flow hedges arising during the period										(11)		9
Unrealized gains on cash flow hedges reclassed to interest expense										(2)		—
Other comprehensive loss, net of tax										(4)		(7)
Comprehensive loss		(71)		(48)		(169)		(171)		(31)		(98)
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries		(88)		(48)		(186)		(171)		(29)		(98)
Comprehensive income attributable to the Company’s Class A common stockholders		17		—		17		—
Comprehensive loss attributable to the Company’s Class A common stockholders									$	(2)	$	—

See notes to consolidated financial statements

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Six months ended				Three months ended
	June 30,				March 31,
(in $ millions)	2022		2021		2023		2022
Operating activities:
Net loss	$	(93)	$	(169)	$	(27)	$	(91)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		89		70		46		44
Deferred tax benefit		(31)		(97)		(9)		(26)
Equity-based compensation		8		1		19		3
Provision for (release of) allowance for doubtful accounts		1		(4)
Share of losses from equity-method investments		2		2
Amortization of debt discount and debt issuance costs		2		2
Fair value movements on earnouts and warrants derivative liabilities		(36)		—
Other non-cash		—		(3)
Pension contributions		(19)		(12)
Proceeds from termination of interest rate swap derivative contract		23		—
Changes in working capital, net of effects from acquisition
Allowance for credit losses						6		—
Fair value movements on earnout derivative liabilities						(3)		—
Other						—		12
Defined benefit pension funding						(7)		(6)
Changes in working capital
Accounts receivables		(346)		(28)		(163)		(189)
Prepaid expenses and other current assets		(8)		44		(47)		(3)
Due from affiliates		(15)		7		8		9
Due to affiliates		—		4		37		—
Accounts payable, accrued expenses and other current liabilities		114		(53)		63		93
Net cash used in operating activities		(309)		(236)		(77)		(154)
Investing activities:
Purchase of property and equipment		(42)		(18)		(32)		(21)
Business acquisition, net of cash acquired		—		(53)
Net cash used in investing activities		(42)		(71)		(32)		(21)
Financing activities:
Proceeds from reverse recapitalization, net		269		—
Redemption of preference shares		(168)		—
Proceeds from issuance of preferred shares		—		100
Proceeds from senior secured term loans		200		100		131		—
Repayment of senior secured term loans		(1)		(4)		(1)		(1)
Repayment of finance lease obligations		(2)		(2)		(2)		(2)
Payment of lender fees and issuance costs for senior secured term loans facilities		—		(6)
Capital distributions to stockholders		—		(1)
Net cash from financing activities		298		187
Payment of debt financing costs						(2)		—
Payment of offering costs						—		(4)
Other						(4)		—
Net cash from (used in) financing activities						122		(7)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(16)		(1)		4		(3)
Net decrease in cash, cash equivalents and restricted cash		(69)		(121)
Net increase (decrease) in cash, cash equivalents and restricted cash						17		(185)
Cash, cash equivalents and restricted cash, beginning of period		525		593		316		525
Cash, cash equivalents and restricted cash, end of period	$	456	$	472	$	333	$	340
Supplemental cash flow information:
Cash (received) paid for income taxes (net of refunds)	$	(1)	$	1
Cash refund for income taxes (net of payments)					$	2	$	1
Cash paid for interest (net of interest received)	$	38	$	20	$	33	$	18
Dividend accrued on preferred shares	$	8	$	2	$	—	$	5
Non-cash additions for operating lease right-of-use assets	$	—	$	11	$	5	$	—
Deferred offering costs accrued during the period					$	—	$	4


Cash, cash equivalents and restricted cash consist of:	As of
	June 30,		December 31,		March 31,		December 31,
(in $ millions)	2022		2021		2023		2022
Cash and cash equivalents	$	446	$	516	$	320	$	303
Restricted cash (included in other non-current assets)		10		9		13		13
Cash, cash equivalents and restricted cash	$	456	$	525	$	333	$	316

See notes to consolidated financial statements

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL STOCKHOLDERS’ EQUITY

(Unaudited)

Equity

Accumulated

attributable to

Voting ordinary

Non-Voting

Profit

Class A

Class B

Additional

other

Total equity of

non-controlling

Total

shares

ordinary shares

shares

common stock

common stock

paid-in

Accumulated

comprehensive

the Company’s

interest in

stockholders’


Number

Amount

Number

Amount

Number

Amount

Number

Amount

Number

Amount

capital

deficit

loss

stockholders

subsidiaries

equity
Balance as of December 31, 2021

36,000,000

—

8,413,972

—

800,000

—

—

—

—

—

2,560

(1,065)

(162)

1,333

1

1,334
Dividend on preferred shares (see note 17)

—

—

—

—

—

—

—

—

—

—

(5)

—

—

(5)

—

(5)
Equity-based compensation

—

—

—

—

—

—

—

—

—

—

3

—

—

3

—

3
Other comprehensive loss, net of tax

—

—

—

—

—

—

—

—

—

—

—

—

(7)

(7)

—

(7)
Net loss

—

—

—

—

—

—

—

—

—

—

—

(91)

—

(91)

—

(91)
Balance as of March 31, 2022

36,000,000

—

8,413,972

—

800,000

—

0

—

0

—

2,558

(1,156)

(169)

1,233

1

1,234
Dividend on preferred shares (see note 17)

—

—

—

—

—

—

—

—

—

—

(3)

—

—

(3)

—

(3)
Equity-based compensation prior to reverse recapitalization

—

—

—

—

—

—

—

—

—

—

2

—

—

2

—

2
Additional shares issued to Expedia (see notes 7 and 8)

—

—

59,111

—

—

—

—

—

—

—

6

—

—

6

—

6
Net loss prior to reverse recapitalization

—

—

—

—

—

—

—

—

—

—

—

(30)

—

(30)

—

(30)
Other comprehensive loss, net of tax, prior to reverse recapitalization

—

—

—

—

—

—

—

—

—

—

—

—

(40)

(40)

—

(40)
Reverse recapitalization, net (see note 6)

(36,000,000)

—

(8,473,083)

—

(800,000)

—

56,945,033

—

394,448,481

—

(2,322)

1,037

183

(1,102)

1,197

95
Equity-based compensation after the reverse recapitalization

—

—

—

—

—

—

—

—

—

—

3

—

—

3

—

3
Net income after the reverse recapitalization

—

—

—

—

—

—

—

—

—

—

—

21

—

21

7

28
Other comprehensive loss, net of tax, after the reverse recapitalization

—

—

—

—

—

—

—

—

—

—

—

—

(4)

(4)

(25)

(29)
Balance as of June 30, 2022

0

—

0

—

0

—

56,945,033

—

394,448,481

—

244

(128)

(30)

86

1,180

1,266



													Equity
									Accumulated				attributable to
	Class A		Class B		Additional				other		Total equity of		non-controlling		Total
	common stock		common stock		paid-in		Accumulated		comprehensive		the Company’s		interest in		stockholders’
(in $ millions, except share and per share data)	Number	Amount	Number	Amount	capital		deficit		loss		stockholders		subsidiaries		equity
Balance as of December 31, 2022	67,753,543	—	394,448,481	—	$	334	$	(175)	$	(7)	$	152	$	1,219	$	1,371
Equity-based compensation	—	—	—	—		19		—		—		19		—		19
Shares issued, net, on vesting of / exercise of equity awards (see note 14)	2,849,386	—	—	—		1		—		—		1		—		1
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 14)	(1,103,937)	—	—	—		(8)		—		—		(8)		—		(8)
Other comprehensive loss, net of tax	—	—	—	—		—		—		—		—		(4)		(4)
Net loss	—	—	—	—		—		(2)		—		(2)		(25)		(27)
Balance as of March 31, 2023	69,498,992	—	394,448,481	—	$	346	$	(177)	$	(7)	$	162	$	1,190	$	1,352



															Equity																				Equity
													Accumulated		attributable to																Accumulated				attributable to
	Voting ordinary		Non-Voting		Profit		Class A		Class B		Additional		other	Total equity of	non-controlling	Total	Voting ordinary		Non-Voting		Profit		Class A		Class B		Additional				other		Total equity of		non-controlling		Total
	shares		ordinary shares		shares		common stock		common stock		paid-in	Accumulated	comprehensive	the Company’s	interest in	stockholders’	shares		ordinary shares		shares		common stock		common stock		paid-in		Accumulated		comprehensive		the Company’s		interest in		stockholders’
	Number	Amount	Number	Amount	Number	Amount	Number	Amount	Number	Amount	capital	deficit	loss	stockholders	subsidiaries	equity
Balance as of December 31, 2020	36,000,000	—	8,413,972	—	800,000	—	—	—	—	—	1,752	(592)	(179)	981	3	984
(in $ millions except share and per share data)																	Number	Amount	Number	Amount	Number	Amount	Number	Amount	Number	Amount	capital		deficit		loss		stockholders		subsidiaries		equity
Balance as of December 31, 2021																	36,000,000	—	8,413,972	—	800,000	—	—	—	—	—	$	2,560	$	(1,065)	$	(162)	$	1,333	$	1	$	1,334
Dividend on preferred shares																	—	—	—	—	—	—	—	—	—	—		(5)		—		—		(5)		—		(5)
Equity-based compensation																	—	—	—	—	—	—	—	—	—	—		3		—		—		3		—		3
Other comprehensive loss, net of tax	—	—	—	—	—	—	—	—	—	—	—	—	(9)	(9)	—	(9)	—	—	—	—	—	—	—	—	—	—		—		—		(7)		(7)		—		(7)
Net loss	—	—	—	—	—	—	—	—	—	—	—	(114)	—	(114)	—	(114)	—	—	—	—	—	—	—	—	—	—		—		(91)		—		(91)		—		(91)
Balance as of March 31, 2021	36,000,000	—	8,413,972	—	800,000	—	—	—	—	—	1,752	(706)	(188)	858	3	861
Dividend on preferred shares (see note 17)	—	—	—	—	—	—	—	—	—	—	(2)	—	—	(2)	—	(2)
Equity-based compensation	—	—	—	—	—	—	—	—	—	—	1	—	—	1	—	1
Net loss	—	—	—	—	—	—	—	—	—	—	—	(54)	—	(54)	(1)	(55)
Other comprehensive income, net of tax,	—	—	—	—	—	—	—	—	—	—	—	—	7	7	—	7
Balance as of June 30, 2021	36,000,000	—	8,413,972	—	800,000	—	—	—	—	—	1,751	(760)	(181)	810	2	812
Balance as of March 31, 2022																	36,000,000	—	8,413,972	—	800,000	—	—	—	—	—	$	2,558	$	(1,156)	$	(169)	$	1,233	$	1	$	1,234

See notes to consolidated financial statements

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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, including GBT JerseyCo Limited (“GBT JerseyCo”, and all together the “Company”), is a leading platform serving travel primarily for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and ~~corporate~~ clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of ~~corporate~~business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants.

On December 2, 2021, GBT JerseyCo entered into a ~~definitive~~ business combination agreement (“Business Combination Agreement”) with Apollo Strategic Growth Capital (“APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 ~~upon satisfaction~~and GBT JerseyCo became a direct subsidiary of ~~the closing conditions provided in the Business Combination Agreement. Upon closing of the Business Combination,~~APSG. Further, APSG was renamed as “Global Business Travel Group, Inc.” ~~and GBT JerseyCo became a direct subsidiary of GBTG.~~

GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). GBTG conducts its business through GBT JerseyCo and its subsidiaries in an umbrella partnership-C corporation structure (“Up-C structure”)~~, which~~. GBT JerseyCo is tax resident in the United Kingdom (“U.K.”).

~~The Business Combination was accounted for~~ GBT JerseyCo is considered as a ~~reverse recapitalization. Accordingly, no assets or liabilities were measured at fair value,~~partnership for U.S. tax purposes and ~~no goodwill or other intangible assets were recognized as a result~~its members consists of ~~the Business Combination (see note 6 -~~ ~~Reverse Recapitalization~~).

~~GBT JerseyCo was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991 and prior to the Business Combination operated as a joint venture with~~GBTG, American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of Cayman Islands, and EG Corporate Travel Holdings LLC (“Expedia”) (collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”).

The Company has 1one reportable segment.

Impact of COVID-19

~~Since March 2020, the~~The outbreak of the novel strain of the coronavirus ~~COVID-19~~ (“COVID-19”) severely restricted the level of economic activity around the world ~~and had an unprecedented effect on the global travel industry.~~beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, ~~and advising or requiring individuals to limit or forgo time outside of their homes,~~ limited business travel significantly below 2019 levels.

~~While~~Since then, many countries have vaccinated a reasonable proportion of their population and the ~~rate~~spread of the virus is now being contained to varying degrees in different countries. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and ~~pace~~increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with countries around the world reopening their borders for foreign travel and clients becoming more comfortable traveling. This has led to a moderation, and to an extent, recovery, of ~~vaccination globally,~~ the more severe declines in business travel bookings experienced at the height of the pandemic and during periods of resurgence. The Company has seen improvement in its transaction volume since the third quarter of 2021, and while the global travel activity has since shown a recovery trend, it still remains below 2019 levels. Although the Company’s results for the three months ended March 31, 2022 included a strong recovery from the pandemic when compared to the same periods in 2020 and 2021, the Omicron variant of COVID-19 limited the recovery of the Company’s business during that period, such that the results for the three months ended March 31, 2023 reflect notable improvement in comparison. The Company incurred a net loss of $27 million and had cash outflows from operations of $77 million during the three months ended March 31, 2023, compared to a net loss of $91 million and cash outflows from operations of $154 million during the three months ended March 31, 2022.

Overall, the full duration and total impact of COVID-19 remains uncertain and it is difficult to predict how the recovery will unfold for the travel industry and, in particular, the Company’s business, going forward. The severity and duration of resurgence of COVID-19 variants, as well as uncertainty over the efficacy of the vaccines against such new variants of the virus, may contribute to delays in economic recovery. ~~Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict.~~

However, with the spread of the virus now being contained to varying degrees in certain countries during different times, travel restrictions have been lifted and clients have become more comfortable traveling, particularly to domestic locations. This has led to a moderation of the more severe declines in business travel bookings experienced at certain points since the pandemic began. Despite the continued negative impact of the COVID-19 pandemic on the Company’s business, the Company has seen improvement in its transaction volume starting the second half of 2021 and continuing into the first half of 2022 as COVID-19 vaccines continued to be administered and some travel restrictions relaxed. The global travel activity has since shown a recovery trend, but remained below 2019 levels. The Company incurred a net loss of $93 million and had cash outflows from operations of $309 million during the six months ended June 30, 2022 compared to a net loss of $169 million and cash outflows from operations of $236 million during the six months ended June 30, 2021.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainty associated with the recovery from the COVID-19 ~~pandemic.~~pandemic and/or resurgence due to new variants. Since March 2020, the Company has taken several measures to preserve its liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), ~~entered~~and entering into several financial transactions, including ~~several~~ debt financing / refinancing transactions and the ~~recent~~ consummation of the Business ~~Combination and~~Combination. Apart from the expectation of the recovery in its business operations, the Company continues to further explore other capital market transactions, process rationalizations and cost reduction measures to improve its liquidity ~~and/or expand~~position. In January 2023, the Company amended its ~~business operations.~~senior secured credit agreement to obtain additional term loans in a principal amount of $135 million to further strengthen its liquidity position (see note 10 – Long-term Debt). The Company also announced a restructuring plan to further streamline its operations and to build efficiencies in its operating model that will result in a reduction in its work force and cost savings (see note 9 –Restructuring).

Based on the ~~financial~~Company’s current and expected operating plan, existing cash and cash equivalents, the recovery of business travel indicated by recent volume trends, the Company’s mitigation measures taken or planned to strengthen its liquidity and financial position, along with the Company’s available funding capacity ~~along with~~and cash flows from ~~its~~ operations, the Company believes it has adequate liquidity to meet the future operating, investing and financing needs of the business for a minimum period of twelve months.

Basis of Presentation

The Company’s consolidated financial statements include the accounts of GBTG, ~~GBT JerseyCo’s~~its wholly- owned subsidiaries and entities controlled by ~~GBTG.~~GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements.

For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated.

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the ~~United States of America~~U.S. (“GAAP”) 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, ~~2021, which are~~2022, included in the ~~Company’s Registration Statement~~Annual Report on Form ~~S-1 as originally~~10-K filed with the Securities and Exchange Commission, United States, (the “SEC”) on ~~June~~March 21, ~~2022, and declared effective~~2023 (the “Annual Report on ~~August 5, 2022 (“Registration Statement”~~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.

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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, ~~collectability of receivables,~~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, fair value determination of equity-based compensation, 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, ~~warrants and Earnout Shares (discussed below)~~earnout shares and contingencies. Actual results could differ materially from those estimates.

The COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact the Company’s results of operations. As a result, many of the Company’s estimates and assumptions require increased judgment. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.

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~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

(2) ~~Summary of Significant~~Recently Issued Accounting ~~Policies~~Pronouncements

~~Warrant Instruments and Earnout Shares Liabilities~~

~~The Company accounts for its (i) public and privately issued warrants (see note 14 –~~ ~~Warrants~~~~) and (ii) substantially all of the Earnout Shares (see note 15 –~~ ~~Earnout Shares~~~~) in accordance with the guidance contained in ASC 815, “~~~~Derivatives and Hedging~~,” (“ASC 815”) whereby under that provision the warrants and Earnout Shares do not meet the criteria for equity treatment and are recorded as liabilities. Accordingly, the Company classifies the warrants and Earnout Shares as liabilities at fair value and adjusts the instruments to fair value at each reporting period. The Company remeasures the warrant liability and Earnout Shares liability at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statement of operations. These liabilities will be remeasured until the warrants are exercised or expire or until Earnout Shares are no longer contingent.

The fair value of warrants are determined using a market price for the public warrants and Black-Scholes model for the private warrants. The Black-Scholes model utilizes inputs and other assumptions and may not be reflective of the price at which they can be settled. The balance sheet classification of warrant liability is also subject to re-evaluation at each reporting period. As of June 30, 2022, the public warrants were valued using the publicly available price for such warrants and were categorized as level 1 on the fair value hierarchy. As of June 30, 2022, the Company utilized a Black-Scholes model to value the private warrants and categorized such warrants as level 3 on the fair value hierarchy (see note 20 – ~~Fair Value Measurements~~).

~~The fair value of Earnout Shares was determined using Monte Carlo valuation method and were categorized as level 3 on the fair value hierarchy (see note 20 –~~ ~~Fair Value Measurements~~).

~~Recently Adopted Accounting Pronouncements~~

~~Income Taxes~~

~~In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “~~~~Income taxes (Topic 740): Simplifying the Accounting for Income Taxes~~” that amends the guidance to simplify accounting for income taxes, including elimination of certain exceptions in current guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments (changes from a subsidiary to equity method investments and vice versa), etc. The Company adopted this guidance on January 1, 2022 and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

~~Freestanding Equity-Classified Written Call Options~~

~~In May 2021, the FASB issued ASU No. 2021-04, “~~~~Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options~~” which provides a principles-based framework for issuers to account for a modification or exchange of freestanding equity-classified written call options. The new guidance clarifies that to the extent applicable, issuers should first reference other accounting principles to account for the effect of a modification. If other accounting principles are not applicable, the guidance clarifies whether to account for the modification or exchange as (1) an adjustment to equity, with the related earnings per share implications, or (2) an expense, and if so, the manner and pattern of recognition. The accounting depends on the substance of the transaction, such as whether the modification or exchange is the result of raising equity, a financing transaction, or some other event. The Company adopted this guidance on January 1, 2022 and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

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~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Disclosures about Government Assistance~~

~~In November 2021, the FASB issued ASU No. 2021-10, “~~~~Disclosures by Business Entities about Government Assistance~~” which provides for disclosures by business entities about government assistance. The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The guidance is effective for the Company for annual periods beginning after December 15, 2021, with early application permitted, and can be applied either prospectively or retrospectively. The Company adopted this guidance on January 1, 2022 and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company has participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continues to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID -19 pandemic. During the three months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $1 million and $17 million, respectively, as a reduction of expenses. During the six months ended June 30, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits for salaries and wages (mainly furlough support payments) of $7 million and $43 million, respectively, as a reduction of expenses. As of June 30, 2022 and December 31, 2021, the Company had a receivable of $0 and $6 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received.

Accounting Pronouncements ~~— Not Yet~~- Adopted

~~Credit Losses~~

~~In June 2016, the FASB issued ASU No. 2016-13, “~~~~Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments~~”, a new guidance on the measurement of credit losses for financial assets measured at amortized cost, which includes accounts receivable. The new guidance replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. The adoption date of this guidance was subsequently deferred by one year and is now effective for the Company for annual periods commencing with fiscal year 2023, including each interim period therein. The Company is currently evaluating the impact of the adoption of the guidance on its consolidated financial statements.

~~Reference rate reforms~~

~~In March 2020, the FASB issued ASU No. 2020-04, “~~~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.~~” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”) expected to be discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU would impact contract modifications and other changes that occur while LIBOR is phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company is in the process of evaluating the optional relief guidance provided within this ASU and is also reviewing its debt and hedging instruments that utilize LIBOR as the reference rate. The Company will continue to evaluate and monitor developments and its assessment of this guidance during the LIBOR transition period.

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~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Contracts with Customers Acquired in a Business Combination

In October 2021, the ~~FASB~~Financial Accounting Standard Board (the “FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This updated guidance amends the current business combination guidance where an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is ~~effective for the Company commencing with fiscal year 2023, including each interim period therein, and is~~ to be applied prospectively to all business combinations that occur on or after the date of initial application. The Company ~~is currently evaluating~~adopted this guidance on January 1, 2023, as required, and there was no impact on the ~~impact of~~Company’s consolidated financial statements upon the adoption of this guidance.

Reference rate reforms

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”) expected to be discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU impacts contract modifications and other changes that occur while LIBOR is phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform: Deferral of the Sunset Date of Topic 848.” As a result of the U.K. Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024.

On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt). The Company also amended its interest rate swap agreement to change its reference rate from LIBOR to SOFR (see note 17 - Derivatives and Hedging). The Company evaluated and applied optional expedients available under this guidance, as applicable, for such transactions and there was no material impact on the Company's consolidated financial statements. The Company continues to evaluate and monitor developments and its assessment of this guidance during the LIBOR transition period.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3) Revenue from Contracts with Customers

The Company disaggregates revenue based on (i) Travel Revenue which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation and (ii) Product and Professional Services Revenue which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue.


	Three months ended June 30,				Six months ended June 30,				Three months ended March 31,
(in $ millions)	2022		2021		2022		2021		2023		2022
Travel revenue	$	388	$	79	$	645	$	141	$	467	$	257
Products and professional services revenue		98		74		191		138		111		93
Total revenue	$	486	$	153	$	836	$	279	$	578	$	350

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 receivables, net, and contract liabilities are as follows:


			Contract		Contract				Contract		Contract
			liabilities		liabilities				liabilities		liabilities
	Accounts		Client		Deferred		Accounts		Client		Deferred
	receivables,		incentives, net		revenue		receivable,		incentives, net		revenue
(in $ millions)	net ⁽¹⁾		(non-current)		(current)		net ⁽¹⁾		(non-current)		(current)
Balance as of June 30, 2022	$	688	$	6	$	24
Balance as of December 31, 2021	$	375	$	3	$	18
Balance as of March 31, 2023							$	915	$	18	$	28
Balance as of December 31, 2022							$	752	$	19	$	19

(1)	Accounts ~~receivables,~~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~~three months ended ~~June 30, 2022,~~March 31, 2023, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $8$10 million of revenue recognized that was included in the deferred revenue balance as of December 31, ~~2021.~~

~~Table of Contents~~2022.

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Remaining Performance Obligations

As of ~~June 30, 2022,~~March 31, 2023, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately ~~$25~~$11 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the next 18nine months.

The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(4) Allowances for Expected Credit Losses

The Company estimates expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics of its customers and the related receivables, which include size, type (e.g. business clients vs. travel supplier and credit card vs. non-credit card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivables. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed at each quarter based on the Company’s specific facts and circumstances. The movement in Company’s allowance for credit losses for the three months ended March 31, 2023, is set out below:


(in $ millions)	Amount
Balance as of December 31, 2022	$	23
Provision for expected credit losses during the period		6
Write-offs		(3)
Foreign exchange		1
Balance as of March 31, 2023	$	27

The impact of the COVID-19 pandemic on the global economy and other general increases in aging balances has impacted the Company’s estimate of expected credit losses. Uncertain macroeconomic factors, including the potential recession or economic downturn, and reducing government funding following the peak of COVID-19 in 2020, can have a significant effect on additions to the allowance as the continuing impact of the pandemic could potentially result in the restructuring or bankruptcy of customers. Given the uncertainties surrounding the duration and effects of COVID-19, the Company cannot provide assurance that the assumptions used in its estimates will be accurate and actual write-offs may vary from such estimates of credit losses.

~~(4)~~(5) Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of:

As of

June 30,

December 31,
(in $ millions)

2022

2021
Prepaid operating expenses

$
49

$
42
Income tax receivable / prepayments

30

32
Deferred offering costs

—

21
Value added and similar taxes receivables

15

11
Other prepayments and receivables

23

31
Prepaid expenses and other current assets

$
117

$
137


	March 31,		December 31,
(in $ millions)	2023		2022
Prepaid travel expenses	$	100	$	52
Income tax receivable		25		26
Value added and similar taxes receivables		10		11
Other prepayments and receivables		39		41
Prepaid expenses and other current assets	$	174	$	130

~~(5)~~(6) Property and Equipment, Net

Property and Equipment consist of:


	As of
	June 30,		December 31,		March 31,		December 31,
(in $ millions)	2022		2021		2023		2022
Capitalized software for internal use	$	314	$	304	$	386	$	365
Computer equipment		74		65		72		71
Leasehold improvements		51		52		49		49
Furniture, fixtures and other equipment		6		6		6		5
Capital projects in progress		22		9		12		5
		467		436		525		495
Less: accumulated depreciation and amortization		(257)		(220)		(297)		(277)
Property and equipment, net	$	210	$	216	$	228	$	218

Depreciation and amortization expense related to fixed assets was $22 million and $43 million for the three and six months ended June 30, 2022, respectively, and $20 million and $39 million for the three and six months ended June 30, 2021, respectively. Depreciation and amortization expense includes amortization related to capitalized software development costs amounting to $15 million and $12 million for the three months ended June 30, 2022 and 2021, respectively, and $29 million and $25 million for the six months ended June 30, 2022 and 2021, respectively.

~~(6) Reverse Recapitalization~~

Pursuant to the Business Combination Agreement, among other things, (i) GBTG acquired 100% voting interest and an approximately 13% equity interest in GBT JerseyCo, (ii) GBT JerseyCo became jointly-owned by GBTG, Amex Coop, Juweel and Expedia and (iii) GBT JerseyCo serves as the operating partnership as part of an Up-C structure.

1211

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On December 2, 2021, concurrent with the execution of the Business Combination Agreement, GBTG also entered into subscription agreements with certain private investors (“PIPE Investors”), pursuant to which the PIPE Investors collectively subscribed for 33.5 million shares of the Company’s Class A common stock for an aggregate purchase price equal to $335 million (the “PIPE Investment”), including $2 million subscribed by entitiesDepreciation and amortization expense related to ~~APSG. The PIPE Investment~~fixed assets was consummated concurrently with the closing of the Business Combination on May 27, 2022, generating proceeds of $323.5 million from PIPE Investment. The gross proceeds received upon closing of the transaction was $365 million, which included $42 million of cash remaining, net of redemptions, from GBTG’s (formerly APSG) initial public offering.

The Business Combination was treated as a reverse recapitalization transaction, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG and therefore recognized the carrying value of the net assets of GBTG as an equity contribution with no incremental goodwill or intangible assets recognized.

~~In connection with the consummation of the Business Combination/immediately upon the Business Combination, the following occurred:~~

●

GBTG holds all the A ordinary shares of GBT JerseyCo – which carry both voting and economic interest rights. The Continuing JerseyCo Owners hold all the B ordinary shares of GBT JerseyCo – which carry no voting rights, but only economic rights.

●

~~The Continuing JerseyCo Owners hold Class B common stock in GBTG, in equal number as their shares in GBT JerseyCo, which carry no economic interest but only voting interest.~~

●

~~GBTG’s Class A common stock, which is equal in number of the GBT JerseyCo’s A ordinary shares, is held by public and the PIPE Investors.~~

●

~~GBT JerseyCo MIP Options and incentive plans were converted to GBTG MIP Options and equity compensation plan, with no change in any terms and conditions of grant/vesting/exercise.~~

●

The Continuing JerseyCo Owners and holders of GBT JerseyCo’s MIP Options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and will be converted either to (i) GBTG’s Class B common stock and GBT JerseyCo’s B ordinary shares (for Continuing JerseyCo Owners) or (ii) GBTG’s Class A common stock (for GBT JerseyCo’s MIP Option holders) upon GBTG’s Class A common stock meeting certain price thresholds over a certain period of time. Further, certain of GBTG’s Class A common stock are subject to forfeitures and surrender/cancellations for no consideration if GBTG’s Class A common stock does not meet certain price thresholds over a certain period of time. All such shares are referred to as (“Earnout Shares”)

●

~~The outstanding warrants of APSG converted to those of GBTG on the same terms and conditions as existed prior to the closing of the Business Combination Agreement.~~

●

~~All the Business Combination transaction costs were paid out from the proceeds of the PIPE Investments or cash invested by GBTG in GBT JerseyCo or by GBT JerseyCo.~~

●

~~GBT JerseyCo repaid all of its outstanding amount of preferred shares including dividends accrued thereon from the proceeds of Business Combination.~~

●

GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provides Continuing JerseyCo Owners right to exchange their B ordinary shares in GBT JerseyCo for Class A common stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B common stock held by them in GBTG. Alternatively, if approved by the “Exchange Committee” (comprising of disinterested and independent board of directors of GBTG), such B ordinary shares can be settled in cash.

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

At the time of the closing of the Business Combination Agreement and as of June 30, 2022, there were 56,945,033 shares of Class A common stock and 394,448,481 shares of Class B common stock of GBTG that were outstanding. The number of shares of Class B common stock outstanding corresponds to the number of B ordinary shares held by Continuing JerseyCo Owners in GBT JerseyCo which represents the non-controlling ownership interests in the Company.

~~Concurrently with the Closing, the Company entered into certain other related agreements which are discussed further in note 17 –~~ ~~Stockholders’ Equity~~ ~~and note 21 –~~ ~~Related Party Transactions~~.

~~(7) Business Acquisitions~~

~~There was 0 business acquisition during the six months ended June 30, 2022.~~

~~Acquisition of Ovation Group~~

On January 21, 2021, the Company, through its wholly-owned subsidiary, GBT US LLC, acquired all of the outstanding shares of Ovation Travel, LLC, (along with its subsidiaries, the “Ovation Group”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. The results of Ovation Group’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition.

~~The terms of the acquisition included contingent consideration of approximately $4~~$23 million and is subject to the continued employment of certain Ovation employees for a specified duration of employment as set out under the business purchase agreement. The Company accrues for this expense as compensation expense.

~~The fair value of the acquisition was allocated primarily to goodwill of $36~~$21 million amortizing intangible assets of $29 million (corporate client relationships of $25 million and Tradenames of $4 million) and net liabilities assumed of $8 million. Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from centralized management and future growth. The acquired corporate client relationships and tradenames are being amortized over their estimated useful lives of 10 years and 5 years, respectively. The Company incurred $3 million in acquisition related costs which was expensed as incurred.

~~The amount of revenue and net loss of the Ovation Group since the acquisition date included in the consolidated statements of operations~~ for the three months ended ~~June 30, 2021 was $5~~March 31, 2023 and 2022, respectively. Depreciation and amortization expense includes amortization related to capitalized software for internal use amounting to $16 million and $5$14 million respectively and for the six months period ended June 30, 2021 was $7 million and $9 million, respectively. Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three and six months ended June 30, 2021 would not have been materially different to the amount of revenue and net loss presented in the consolidated statements of operations for the three and six months ended June 30, 2021. The pro forma financial information adjusts for the effects of material business combination items primarily related to amortization of acquired intangible assets and the corresponding income tax effects.

~~Acquisition of Egencia~~

On November 1, 2021, the Company completed its acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company issued 8,413,972 non-voting ordinary shares, fair value of which was determined to be $816 million. As a result, Expedia became an indirect holder of non-voting ordinary shares of GBT JerseyCo, which then represented approximately 19% of GBT JerseyCo’s equity interests, excluding GBT JerseyCo’s preferred shares, Profit Shares, MIP Options and MIP Shares. This value was determined on the basis of the estimated total enterprise value of GBT JerseyCo (post acquisition of Egencia) and calculated based on a multiple of Adjusted EBITDA. During the three months ended June 30, 2022, the Company finalized the working capital adjustments related to this acquisition, which resulted in an adjustment of $6 million payable by the Company and in relation to which the Company issued additional 59,111 non-voting ordinary shares to Expedia.

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Pursuant to the reverse recapitalization discussed in note 6 above, all non-voting ordinary shares issued to Expedia, were redeemed and cancelled by GBT JerseyCo and Expedia received B ordinary shares from GBT JerseyCo, and an equal number of Class B common stock from GBTG as calculated using the exchange ratio as was used to convert the then existing GBT JerseyCo shares to new class of shares under the Business Combination.

The acquisition of Egencia will complement the Company’s existing business and is expected to further accelerate its growth strategy in the small-to-medium-sized enterprise sector. The Company’s preliminary purchase price allocation is based on information that is currently available. The preliminary purchase price allocations are subject to further analysis of tax accounts, including deferred tax assets and liabilities.

~~The financial results of Egencia have been included in the Company’s consolidated financial statements since the date of its acquisition. The amount of revenue and net loss of the Egencia business~~ for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~were $107 million and $6 million, respectively and for the six months ended June 30, 2022 were $173 million and $34 million,~~ respectively.

Assuming an acquisition date of January 1, 2020, the unaudited pro forma revenue and net loss of the Company for the three months ended June 30, 2021 would have been $186 million and $125 million, respectively, and for the six months ended June 30, 2021 would have been $334 million and $326 million, respectively.

~~(8)~~(7) Goodwill and Other Intangible Assets, Net

The following table sets forth changes in goodwill during the ~~six~~three months ended ~~June 30, 2022:~~March 31, 2023:

(in $ millions)

Amount
Balance as of December 31, 2021

$
1,358
Egencia acquisition adjustments ⁽¹⁾

7
Currency translation adjustments

(53)
Balance as of June 30, 2022

$
1,312

~~(1)~~

~~Includes adjustment of $6 million related to additional shares issued to Expedia upon finalization of working capital adjustments.~~


(in $ millions)	Amount
Balance as of December 31, 2022	$	1,188
Currency translation adjustments		10
Balance as of March 31, 2023	$	1,198

There were 0no goodwill impairment losses recorded ~~for~~during the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~ and there are 0no accumulated goodwill impairment losses as of ~~June 30, 2022.~~March 31, 2023.

The following table sets forth the Company’s other intangible assets with definite lives as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


	June 30, 2022						December 31, 2021						March 31, 2023						December 31, 2022
			Accumulated						Accumulated						Accumulated						Accumulated
(in $ millions)	Cost		depreciation		Net		Cost		depreciation		Net		Cost		depreciation		Net		Cost		depreciation		Net
Trademarks/tradenames	$	115	$	(65)	$	50	$	115	$	(62)	$	53	$	114	$	(68)	$	46	$	116	$	(69)	$	47
Corporate client relationships		815		(237)		578		815		(189)		626
Supplier relationship		254		(201)		53		254		(188)		66
Business client relationships														795		(259)		536		788		(240)		548
Supplier relationships														253		(220)		33		253		(213)		40
Travel partner network		4		(3)		1		4		(3)		1		4		(3)		1		4		(3)		1
Other intangible assets	$	1,188	$	(506)	$	682	$	1,188	$	(442)	$	746	$	1,166	$	(550)	$	616	$	1,161	$	(525)	$	636

Amortization expense relating to definite-lived intangibles was $23 million ~~and $46 million~~ for each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~respectively, and $16 million and $31 million for the three and six months ended June 30, 2021, respectively,~~ which is included in depreciation and amortization in the consolidated statements of operations.

(8) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of:


	March 31,		December 31,
(in $ millions)	2023		2022
Accrued payroll and related costs	$	153	$	196
Accrued operating expenses		147		147
Client deposits		48		56
Deferred revenue		28		19
Accrued restructuring costs (see note 9)		29		11
Value added and similar taxes payable		10		9
Income tax payable		4		4
Other payables		7		10
Accrued expenses and other current liabilities	$	426	$	452

1512

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(9) ~~Accrued Expenses~~Restructuring

On January 24, 2023, the Company announced changes to its internal operating model and ~~Other Current Liabilities~~

~~Accrued expenses~~expects to incur total pre-tax restructuring and ~~other current liabilities consist of:~~

As of

June 30,

December 31,
(in $ millions)

2022

2021
Accrued payroll and related costs

$
165

$
198
Accrued operating expenses

128

147
Accrued restructuring costs (see note 10)

36

69
Client deposits

44

59
Deferred revenue

24

18
Value added and similar taxes payable

10

6
Income tax payable

7

7
Other payables

27

15
Accrued expenses and other current liabilities

$
441

$
519

~~(10) Restructuring Charges~~related charges of approximately $20 million to $25 million during the year ending December 31, 2023 in connection with the costs associated with implementing these changes, substantially all of which represent future cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions are expected to be substantially complete by the end of 2023.

The table below sets forth accrued restructuring cost included in accrued expenses and other current liabilities, for the ~~six~~three months ended ~~June 30, 2022:~~March 31, 2023:


(in $ millions)	Employee related		Facility		Total		Employee related		Facility		Total
Balance as of December 31, 2021	$	64	$	5	$	69
Reversal of accruals		(1)		(2)		(3)
Balance as of December 31, 2022							$	8	$	3	$	11
Accruals								23		—		23
Cash settled		(30)		—		(30)		(5)		—		(5)
Balance as of June 30, 2022	$	33	$	3	$	36
Balance as of March 31, 2023							$	26	$	3	$	29

~~(11)~~(10) Long-term Debt

The outstanding amount of the Company’s long-term debt consists of:


	As of
	June 30,		December 31,		March 31,		December 31,
(in $ millions)	2022		2021		2023		2022
Senior Secured Credit Agreement
Principal amount of senior secured initial term loans (Maturity – August 2025)⁽¹⁾	$	241	$	242	$	239	$	239
Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026)⁽²⁾		1,000		800		1,000		1,000
Principal amount of senior secured revolving credit facility (Maturity – August 2023)⁽³⁾		—		—
Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) ⁽³⁾						135		—
Principal amount of senior secured revolving credit facility (Maturity – September 2026)⁽⁴⁾						—		—
Other borrowings						2		—
		1,241		1,042		1,376		1,239
Less: Unamortized debt discount and debt issuance costs		(20)		(19)		(21)		(17)
Total debt, net of unamortized debt discount and debt issuance costs		1,221		1,023		1,355		1,222
Less: Current portion of long-term debt		(3)		(3)		(4)		(3)
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs	$	1,218	$	1,020	$	1,351	$	1,219

(1)	Stated interest rate of LIBOR + 2.50% as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

(2)	Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of March 31, 2023 and LIBOR + 6.50% (with a LIBOR floor of ~~1.00%~~1%) as of ~~June 30, 2022 and~~ December 31, ~~2021.~~2022.

(3)	Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of March 31, 2023.

(4)

Stated interest rate of SOFR + 0.1% + 6.25% (with a SOFR floor of 1%) as of March 31, 2023 and LIBOR + 2.25% as of ~~June 30, 2022 and~~ December 31, ~~2021.~~2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025.

On January 25, 2023, the senior secured credit agreement was amended to provide for additional term loans, for general corporate purposes, in an aggregate principal amount equal to $135 million (the “tranche B-4 term loans”). The tranche B-4 term loans have substantially the same terms as the existing loans under the senior secured credit agreement’s tranche B-3 term facility. The tranche B-4 term loans (i) mature on December 16, 2026, (ii) are issued at a discount of approximately 3%, and (iii) are to be repaid in full on the maturity date.

The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities. The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~During the three months ended June 30, 2022, the Company borrowed a principal amount of $200 million of~~ senior secured revolving credit facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A SOFR floor of 1.00% applies to the tranche ~~B-3~~B-4 term loans ~~under the Tranche B-3 Delayed Draw Term Loan Facility (“Tranche B-3 DDTL Facility”). As~~and each of June 30, 2022, the Company has fully drawn on its existing senior secured term loan facilities under the senior secured credit agreement and there are 0 unutilized term loan commitments remaining outstanding. The Company was required to pay a fee of 3.00% per annum on the actual daily unused delayed draw commitments under the senior secured tranche B-3 term loan ~~facilities, payable quarterly~~facility and the senior secured revolving credit facility.

The amendment also extended the maturity of the senior secured revolving credit facility from August 2023 to September 2026, subject to a springing maturity provision. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in ~~arrears.~~full prior to May 14, 2025. Additionally, the amendment suspended the financial covenant restriction on the draw-down of the revolving credit facility until July 1, 2024, and replaced it with certain other borrowing conditions. Subject to meeting such borrowing conditions, the Company can draw-down the entire $50 million of revolving credit facility.

During each of the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, the Company repaid the contractual quarterly installment of $1 million ~~and $1 million~~ of the principal amount of senior secured initial term ~~loans, respectively.~~loans.

At the option of Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused 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 (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on ~~LIBOR)~~LIBOR/SOFR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT ~~JerseyCo~~UK TopCo Limited (or a parent entity thereof).

The senior secured revolving credit facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $10 million sublimit for letters of credit, and (iii) a $10 million sublimit for swingline borrowings. Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing ~~conditions.~~conditions and to additional conditions during the covenant suspension period provided by the January 2023 amendment described above. The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of both ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021, 0~~2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility.

Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 was approximately 7%11.2%.

Security; Guarantees

GBT UK TopCo Limited, a wholly-owned direct subsidiary of ~~GBTG,~~GBT JerseyCo, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the senior secured credit facilities 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 total assets of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties; provided that such coverage test shall instead be calculated based on 70% of Consolidated EBITDA (as defined in the senior secured credit agreement) of the Loan Parties and their subsidiaries for the four prior fiscal quarters, commencing with the first quarterly test date after January 2021 on which Consolidated EBITDA of the Loan Parties and their subsidiaries exceeds $100 million. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Covenants

The senior secured credit agreement contains various affirmative and negative covenants, including certain financial covenants (see below) and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any equity interests of any direct or indirect parent company or subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates and certain other permitted holders; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; (ix) make certain changes to a Loan Party’s entity classification for U.S. federal income tax purposes or certain intercompany transfers of a Loan Party’s assets if, as a result thereof, an entity would cease to be a Loan Party due to adverse tax consequences; (x) enter into swap contracts; and (xi) enter into certain burdensome agreements.

Certain restricted payments and debt incurrences that would otherwise be permitted under the senior secured credit agreement cannot be made during the suspension period implemented pursuant to the January 2023 amendment described above. Any such prohibited payment or incurrence would trigger an automatic reduction to zero of the commitments under the senior secured revolving credit facility for the duration of the suspension period, which would give rise to prepayment and/or cash collateral requirements in respect of then-current utilization of the senior secured revolving credit facility. Additionally, any such payment or incurrence would constitute a violation of the senior secured credit agreement if any revolving loans would be outstanding immediately thereafter.

The senior secured credit agreement also requires that an aggregate amount of Liquidity (as defined in the senior secured credit agreement) equal to at least $200 million be maintained as of the end of each calendar month. Liquidity is calculated as the aggregate amount of unrestricted cash and cash equivalents of the Loan Parties and their subsidiaries plus, under certain circumstances, the unused amount available to be drawn under the senior secured revolving credit facility.

The senior secured credit agreement also contains aan additional financial covenant applicable solely to the senior secured revolving credit facility. ~~Such~~After giving effect to the January 2023 amendment described above, such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured credit agreement) to be less than or equal to ~~3.25~~3.50 to 1.00 as of the last day of any fiscal quarter on which (a) the suspension period is not in effect and (b) the aggregate principal amount of outstanding loans and letters of credit under the senior secured revolving credit facility exceeds 35% of the aggregate principal amount of the senior secured revolving credit facility. The senior secured credit agreement provides that such financial covenant is suspended for a limited period of time if an event that constitutes a “Travel MAC” (as defined in the senior secured credit agreement) has occurred and the Loan Parties are unable to comply with such covenant as a result of such event. Such financial covenant did not apply for the period ended ~~June 30, 2022.~~March 31, 2023.

As of ~~June 30, 2022,~~March 31, 2023, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement.

Events of Default

The senior secured credit agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the senior secured credit agreement or other enforcement actions customary for facilities of this type. As of ~~June 30, 2022,~~March 31, 2023, no event of default existed under the senior secured credit agreement.

~~(12)~~(11) 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, 2022,~~March 31, 2023, the Company had approximately ~~$202~~$206 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which ~~$76~~$85 million relates to the twelve months ending ~~June 30, 2023.~~March 31, 2024. These purchase commitments extend through ~~2027.~~2031.

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Guarantees

The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to ~~$20~~$19 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.

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Legal Contingencies

The Company recognizes legal fees as ~~incurred~~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.

~~(13)~~(12) Income Taxes

As ~~mentioned~~discussed in note 1 -– Business Description and Basis of Presentation, ~~following~~GBTG is a Delaware corporation and tax resident in the ~~closing of the Business Combination,~~U.S. GBTG holds its equity interests and conducts its business through GBT JerseyCo and its subsidiaries in an Up-C structure. ~~Both, prior to and subsequent to the Business Combination,~~ GBT JerseyCo ~~was~~is incorporated in and subject to Jersey company law, is a tax resident in the U.K. and is treated as a partnership for U.S. income tax ~~purposes and, as~~purposes. As such, GBT JerseyCo generally ~~will~~is not be subject to U.S. income tax under current U.S. tax laws. ~~Instead, taxable income is allocated to holders~~However, GBTG, being a U.S. tax resident shareholder of ~~it’s A ordinary shares and B ordinary shares. GBTG~~GBT JerseyCo, is subject to U.S. ~~income taxes with respect to~~partnership tax law on its ~~distributive~~ share of ~~the items of the net taxable income or loss and any related tax credits of~~equity interest in GBT JerseyCo. GBTG is ~~also subject~~required to ~~taxes in respect of any taxable gains or losses, if any, it recognizes or realizes during the period along with any deferred taxes~~calculate its U.S. tax position on ~~outside basis differences in value of~~ its ~~investment in GBT JerseyCo.~~

~~As a result~~share of the Business Combination, GBTG recorded deferred tax assets related to its investments in GBT JerseyCo of $26 million and deferred tax liabilities of $40 million for foregone foreign tax credits in the U.S. on the foreign source earnings necessary to realize GBTG’s allocable share of GBT JerseyCo’s ~~net deferred tax assets resulting in a net $14 million deferred tax liability.~~consolidated results.

~~The differences between the Company’s~~GBTG’s effective tax rate ~~and~~differs from the U.S. federal statutory tax rate of 21% ~~generally results from various factors, including the geographical distribution of taxable income, state and foreign taxes,~~primarily due to different jurisdictional tax credits, fair value movements of Earnout Shares and warrants and permanent differences between the book and tax treatment of certain items. Additionally, the amount of income taxes is subject to the Company’s interpretation of applicable tax laws in the jurisdictionsrates in which the Company ~~files~~operates, together with the impact of permanent differences and GBTG’s incremental layer of taxation due to its ~~income tax returns.~~Up-C structure.

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, ~~GBTG’s~~the Company’s income tax benefit was $4$8 million and ~~$29~~$25 million, ~~respectively. The Company’s~~respectively, and its effective tax rate ~~for the three~~was 23.88% and ~~six months ended June 30, 2022 was 80% and 25%~~21.74%, ~~respectively, primarily due to non-taxability of fair value movements of Earnout Shares and warrants recorded during the second quarter of 2022.~~

~~For the three and six months ended June 30, 2021, GBTG’s income tax benefit was $73 million and $95 million,~~ respectively. The ~~Company’s~~impact on the effective tax rate of any permanent items and GBTG’s standalone tax position is more significant in the three months ended March 31, 2023 as the pre-tax loss is lower than the three months ended March 31, 2022.

The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA is a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently-completed three-year period exceeds $1.0 billion. This provision became effective for the ~~three~~Company from January 1, 2023 and ~~six months ended June 30, 2021 was 56% and 37%, respectively, primarily due to~~did not have any material impact on the ~~change in U.K.’s enacted~~Company’s tax rates from 19% to 25%, in the second quarter of 2021, and which becomes effective from April 2023. As a result of change in the enacted tax rate, the deferred tax assets and liabilities were remeasured in the second quarter of 2021, that resulted in recognition of additional deferred tax benefit of $35 million.provision. The Company ~~measures its deferred tax assets and liabilities at~~believes the ~~rate at which they are expected to reverse in future periods.~~

~~(14) Warrants~~

Asimpact of June 30, 2022, there were 39,451,134 warrants outstanding (12,224,134 private warrants and 27,227,000 public warrants) at an exercise price of $11.50 per warrant. No fractional shares will be issued upon exercise of the warrants. As of June 30, 2022, the warrants have not become exercisable but the Company can permit holders to exercise their public warrants on a cashless basis and such cashless exerciseIRA is ~~exempt from registration. The public warrants will expire five years from the date of closing of the Business Combination or earlier upon the Company’s redemption or liquidation of such warrants.~~

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

The private warrants are identical to the public warrants except that the private warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private warrants are held by someone other than the initial purchasers or their permitted transferees, the private warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

~~The Company may redeem the public warrants:~~

●

~~in whole and not in part;~~

●

~~at a price of $0.01 per warrant;~~

●

~~upon a minimum of 30 days’ prior written notice of redemption; and~~

●

if, and only if, the last reported closing price of the Company’s Class A common stock equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders (“Reference Value”).

~~Once the public warrants become exercisable, the Company may redeem such outstanding warrants:~~

●

~~in whole and not in part;~~

●

~~at $0.10 per warrant;~~

●

upon a minimum of 30 days’ prior written notice of redemption; provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the “fair market value” of the Company’s Class A common stock

●

~~if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted);~~

If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of the ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants.

Warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matterslikely to be ~~voted on by stockholders.~~

The Company accounts for public and private warrants under ASC 815. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The Company will reassess the classification of warrants at each balance sheet date. If the classification changes as a result of events during the period, the warrants will be reclassified as of the date of the event that causes the reclassification.

As of May 27, 2022, the initial fair value of the warrant liability was recognized at $57 million with a corresponding reduction from the additional paid-in capital in total stockholders’ equity. As of June 30, 2022 the fair value of the warrant liability was estimated to be $44 million. The Company recognized a gain on the fair value change in warrant liability of $13 million in its consolidated statement of operationsminimal for the ~~three and six months ended June 30, 2022.~~

~~Table of Contents~~foreseeable future.

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~(15)~~(13) Earnout Shares

~~As part of the reverse recapitalization transaction, certain~~Certain stockholders and employees are entitled to additional consideration in the form of ~~“Earnout Shares”~~“earnout shares” of the Company’s Class A common stock (and Class B common stock, with equal number of B ordinary shares of GBT JerseyCo, where the ~~Earnout Shares~~earnout shares have been given to certain stockholders) to be issued in tranches when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods following the ~~reverse recapitalization transaction on May 27, 2022. These shares will be issued in tranches based on the following conditions:~~

~~(1)~~

If the volume-weighted average share price (“VWAP”) of the Company’s Class A common stock equals or exceeds $12.50 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Class A common stock to the holders with the contingent right to receive approximately 50% of the Earnout Shares. These Earnout Shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the closing date if the per share consideration in such transaction is at least $12.50.

~~(2)~~

If the VWAP of the Company’s Class A common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period prior to the five-year anniversary from May 27, 2022, then the Company is required to issue Class A common stock to the holders with the contingent right to receive the remainder of the Earnout Shares. These Earnout Shares may instead be issued in the event of a change of control (as defined in the Business Combination Agreement) prior to the five-year anniversary of the closing date if the per share consideration in such transaction is at least $15.00.

If the stock price thresholds mentioned above are not achieved during the five-year period from the reverse recapitalization date (assuming there is no change in control event), the Earnout Shares are forfeited for no additional consideration.Business Combination transaction.

The ~~Earnout Shares to employees are linked to the conditions of the GBTG MIP Options. As a result, the Company has accounted for such Earnout Shares as stock-based compensation under ASC 718,~~ ~~Compensation - Stock Compensation~~ ~~(“ASC 718”), and recognized an expense of $2 million during the three and six months ended June 30, 2022 in its consolidated statement of operations.~~

~~The Earnout Shares~~earnout shares to stockholders are accounted under Accounting Standard Codification 815, “Derivatives and Hedging” (“ASC ~~815.~~815”). Such guidance provides that because the ~~Earnout Shares~~earnout shares do not meet the criteria for equity treatment thereunder, ~~Earnout Shares~~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~~earnout shares liability will be adjusted to fair value, with the change in fair value recognized in the Company’s consolidated statements of operations.

The fair value of the ~~Earnout Shares~~earnout shares was estimated using the Monte Carlo simulation of the stock prices based on historical and implied market volatility of a peer group of public companies.

As of May 27, 2022, the initial fair value of the Earnout Shares liability was recognized at $100 million with a corresponding reduction from the additional paid-in capital in total stockholders’ equity. As of June 30, 2022 the fair value of the Earnout Shares liability was estimated to be $77 million. The Company recognized a gain on the fair value change in Earnout Shares liability of $23 million in its consolidated statement of operations for the three and six months ended June 30, 2022.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2023 the fair value of the earnout shares liability was estimated to be $87 million. The Company recognized a gain on the fair value change in earnout shares liability of $3 million in its consolidated statement of operations for the three months ended March 31, 2023.

~~(16)~~(14) Equity-Based Compensation

~~2022 Equity Incentive Plan~~

In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) under which, a maximum of approximately 48 million total shares of Class A common stock are available for issuance which is also the maximum number of shares that may be issued in respect of incentive stock options (“Share Reserve”). Under the 2022 Plan, GBTG may issue options, stock appreciation rights, restricted and performance stock, restricted stock units or performance stock units, or other awards that are payable in, or valued in, in whole or part by reference to GBTG shares. The 2022 Share Reserve will also be increased by the number of shares underlying the portion of an award granted under the GBTG MIP (as defined below) that is cancelled, terminated or forfeited or lapses after the effective date of the 2022 Plan. Shares issued by GBTG in connection with the assumption or substitution of outstanding grants or under certain stockholder approved plans from an acquired company will not reduce the number of shares available for awards under the 2022 Plan. Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added back to the number of shares available for grant under the 2022 Plan. Shares issued under the 2022 Plan may, at the election of the board of directors GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG.

~~As of June 30, 2022, 0 awards were granted under the 2022 Plan.~~

~~Employee Stock Purchase Plan~~

In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”) under which a maximum of approximately 11 million shares (the “ESPP Cap”) are initially available for purchase under the ESPP. An employee can start contributing toward the ESPP commencing January 1, 2023. On January 1 of each year during which the ESPP is in effect, the number of shares available for purchase under the ESPP will be automatically increased by the lesser of (x) the ESPP Cap, (y) 1% of the number of shares of all common stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis) and (z) such lesser number of shares as the GBTG Board may determine.

Management Incentive Plan

In ~~May~~December 2022, ~~GBTG adopted~~ the ~~Amended & Restated~~Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding stock options under the Global Business Travel Group, Inc. Management Incentive Plan ~~(the “GBTG MIP”~~for restricted share units (“RSUs”) ~~which superseded~~under the ~~GBT JerseyCo Management~~Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as ~~amended and restated from time~~set out in the exchange offer. The exchange offer also required mandatory exercise of in-the-money stock options granted prior to ~~time with~~December 1, 2021, by individuals who participated in the ~~last amendment being~~exchange offer. The exchange offer expired on ~~December 2, 2021 (the “Legacy GBT MIP”).~~January 26, 2023. Pursuant to the terms of ~~the Legacy GBT MIP, all options granted under the Legacy GBT MIP that were outstanding at~~exchange offer:

•

10,088,754 stock options were cancelled,

•

2,699,885 stock options were automatically exercised on a cashless basis and

•

4,817,144 RSUs were granted under the 2022 Plan.The RSUs generally vest one-third on each of the first three anniversaries of the grant date, subject to continued employment by the participant through the applicable vesting date and are subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement.

Simultaneously with the closing of the ~~Business Combination, whether vested~~exchange offer, certain individuals who were ineligible to participate in the exchange offer exercised an aggregate of 2,059,984 stock options and were granted an aggregate amount of 1,344,935 RSUs under the 2022 Plan as approved by the compensation committee.

The table below presents the activity of the Company’s stock options for the three months ended March 31, 2023:


				Weighted
		Weighted		average
		average		remaining	Aggregate
	Number of	exercise price		contractual	intrinsic value
	stock options	stock per option		term	(in $ millions)
Balance as of December 31, 2022	36,397,677	$	7.66
Cancelled pursuant to exchange offer	(10,088,754)	$	10.36
Exercised ⁽¹⁾	(4,906,239)	$	6.12
Balance as of March 31, 2023	21,402,684	$	7.07
Exercisable as of March 31, 2023	18,746,193	$	6.61	3.3	$	8
Expected to vest as of March 31, 2023	2,656,491	$	10.31	8.3		—

(1)The stock options exercised in the exchange offer, or ~~unvested,~~simultaneously with the closing of the exchange offer, were ~~converted into options~~settled on a cashless basis and 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. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million and is reflected as a financing activity within the consolidated statements of cash flows.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

2022 Equity Incentive Plan

During the three months ended March 31, 2023, apart from the RSUs granted as part of the stock option exchange offer discussed above, the Company granted 11,825,190 RSUs under the 2022 Plan to certain of its key employees pursuant to the Company’s annual grant program. The RSUs 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 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 three months ended March 31, 2023:


		Weighted
		average grant
(in $millions)	Number of RSUs	date fair value
Balance as of December 31, 2022	11,288,745	$	7.56
Granted	17,987,269	$	6.63
Forfeited	(157,990)	$	7.28
Vested ⁽¹⁾	(2,084,239)	$	7.52
Balance as of March 31, 2023	27,033,785	$	6.95

(1)The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld were 775,288 shares and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total payment for the employees’ tax obligations to taxing authorities was $6 million and is reflected as a financing activity within the consolidated statements of cash flows.

Employee Stock Purchase Plan (“ESPP”)

The ESPP allows eligible employees to purchase shares of ~~GBTG’s~~the Company’s Class A ~~common stock (“GBTG MIP Options”) and were treated as if they were originally granted~~Common Stock through payroll deductions of up to 15% of their eligible compensation. The offering periods under the ~~GBTG MIP.~~ESPP are two six-month offering periods from February 15 through August 14 and August 15 through February 14 of each year. The outstanding Legacy GBT MIP options were converted using the same exchange ratio as was used to convert the then existing GBT JerseyCo shares to new class of shares under the Business Combination. The exercise price of the ~~awards were accordingly adjusted. Generally, the vesting and forfeiture terms of the GBTG MIP Options held by executive officers of GBT JerseyCo continue to be the same as provided~~Company’s Class A Common Stock purchased under the Legacy GBT MIP under which they were granted. Under the GBTG MIP, all unexercised GBTG MIP Options, whether vested or unvested, expire on the tenth anniversary of their grant date, unless earlier cancelled, such as in connection with a termination of employment. GBTG MIP Options generally vest ratably in annual increments over a ~~three~~ ~~or five year vesting period (i.e.~~ ~~one~~-third annually for a three year vesting period or 20% annually over a five year vesting period). There are no performance conditions associated with the vesting of the GBTG MIP Options. The exercise price of GBTG MIP Options granted under the GBTG MIPESPP is ~~100%~~85% of the fair market value of the ~~shares subject to~~Company’s Class A Common Stock on the ~~award, determined as of the~~end date of ~~grant, or such higher~~each six-month offering period. As of March 31, 2023, there were 11.1 million shares available for issuance under the ESPP. During the three months ended March 31, 2023, no shares were purchased under the ESPP.

Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the three months ended March 31, 2023 and 2022 amount to $19 million and $3 million, respectively (net of tax of $14 million and $2 million, respectively), and were included as follows:


	Three months ended		Three month ended
(in $ millions)	March 31, 2023		March 31, 2022
Cost of revenue (excluding depreciation and amortization)	$	1	$	—
Sales and marketing		7		1
Technology and content		3		—
General and administrative		8		2
Total	$	19	$	3

As of March 31, 2023, the Company expects compensation ~~committee may determine in connection with~~expense related to (i) unvested stock options of approximately $5 million to be recognized over the ~~grant.~~remaining weighted average period of 1.7 years, (ii) unvested RSUs of approximately $160 million to be recognized over the remaining weighted average period of 2.5 years and (iii) ESPP of $1 million to be recognized over a remaining service period of 4.5 months.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~During the three months ended June 30, 2022, in connection with the Business Combination, the Company granted certain Earnout Shares to its employees (see note 15 –~~ ~~Earnout Shares~~). The Earnout Shares granted to employees are linked to the original vesting conditions of GBTG MIP Options granted prior to December 2021. As a result, the Company has accounted for such Earnout Shares as stock-based compensation under ASC 718, and recognized an expense of $2 million during the three and six months ended June 30, 2022 in its consolidated statement of operations. See note 20 – ~~Fair Value Measurements~~ ~~for discussion on the fair value of Earnout Shares granted to employees.~~

~~There were no other new grants or any material forfeitures of the GBTG MIP Options during the three and six months ended June 30, 2022.~~

Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended June 30, 2022 and 2021 amount to $5 million and $1 million, respectively, and (ii) for the six months ended June 30, 2022 and 2021 amount to $8 million and $1 million, respectively, and is included within general and administrative expense on the consolidated statements of operations. The Company expects compensation expense, related to unvested GBTG MIP Options, of approximately $28 million to be recognized over the remaining weighted average period of 2.5 years.

~~(17)~~(15) Stockholders’ Equity

~~Subsequent to the reverse recapitalization as described in note 6,~~ GBTG’s authorized capital stock consists of:

(i)

3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which ~~56,945,033~~69,498,992 shares are issued and outstanding as of ~~June 30, 2022~~March 31, 2023;

(ii)

3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of which 394,448,481 shares are issued and outstanding as of ~~June 30, 2022~~March 31, 2023 and

(iii)

6,010,000,000 shares of preferred stock, par value of $0.00001 per share, ~~NaN~~none of which ~~are~~is issued and outstanding as of ~~June 30, 2022.~~March 31, 2023. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, ~~NaN~~none of which ~~are~~is issued and outstanding as of ~~June 30, 2022,~~March 31, 2023, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, ~~NaN~~none of which ~~are~~is issued and outstanding as of ~~June 30, 2022~~March 31, 2023 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, ~~NaN~~none of which ~~are~~is issued and outstanding as of ~~June 30, 2022.~~March 31, 2023.

Holders of Class A ~~common stock~~Common Stock and Class B ~~common stock~~Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 619 -~~Reverse Recapitalization~~ Related Party Transactions) provides that GBTG and GBT JerseyCo will take (or, in some cases, forbear from taking) various actions, as necessary to maintain a ~~1-to-one~~one-to-one ratio between the number of issued and outstanding (x) Class A ~~common stock~~Common Stock of GBTG and the A ordinary shares of GBT JerseyCo and (y) Class B ~~common stock~~Common Stock of GBTG and the B ordinary shares of GBT JerseyCo. ~~Additionally, the Company has 39,451,134 warrants outstanding as of June 30, 2022 (see note 14 –~~ ~~Warrants~~).

Class A Common Stock

Voting: Holders of Class A ~~common stock~~Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval.

Dividend: Holders of shares of Class A ~~common stock~~Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, dividends and other distributions when, as, and if declared by the GBTG Board out of legally available funds, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or loan agreements.

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

Liquidation: Further, in the case of the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A ~~common stock~~Common Stock will be entitled to receive, ratably on a per share basis with other holders of Class A ~~common stock~~Common Stock (subject to the nominal economic rights of holders of the Class B ~~common stock)~~Common Stock), the Company’s remaining assets available for distribution to stockholders.

Other rights: Except as set forth in the New Shareholders Agreement ~~(see note 21 -~~ ~~Related Party Transactions~~) and the Exchange Agreement (see note 6 19 - ~~Reverse Recapitalization~~Related Party Transactions), holders of shares of Class A ~~common stock~~Common Stock do not have preemptive, subscription, redemption or conversion rights.

Class B Common Stock

Voting: Holders of Class B ~~common stock~~Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval.

Dividend: The shares of Class B ~~common stock~~Common Stock generally have only nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG).

Liquidation: Holders of shares of Class B ~~common stock~~Common Stock have the right to receive, ratably on a per share basis with other holders of Class B ~~common stock~~Common Stock and holders of Class A ~~common stock,~~Common Stock, a distribution from GBTG’s remaining assets available for

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

distribution to stockholders, up to the par value of such shares of Class B ~~common stock,~~Common Stock, but otherwise are not entitled to receive any assets of GBTG in connection with any such liquidation, dissolution or winding up.

Other rights: Except as set forth in the New Shareholders Agreement ~~(see note 21 -~~ ~~Related Party Transactions~~) and the Exchange Agreement (see note 6 19 - ~~Reverse Recapitalization~~Related Party Transactions), holders of shares of Class B ~~common stock~~Common Stock do not have preemptive, subscription, redemption or conversion rights.

Exchange Agreement: The Continuing JerseyCo Owners (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their GBT JerseyCo B ordinary shares (with automatic surrender for cancellation of an equal number of shares of GBTG’s Class B ~~common stock)~~Common Stock) for shares of GBTG’s Class A ~~common stock~~Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash.

Preferred Stock

Voting: Holders of Class A-1 preferred stock and Class B-1 preferred stock have no voting rights except as otherwise from time to time required by law.

Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A ~~common stock~~Common Stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B ~~common stock.~~Common Stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A ~~common stock~~Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B ~~common stock.~~

~~Table of Contents~~Common Stock.

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~Preferred Shares of GBT JerseyCo:~~Distributions GBT JerseyCo’s amended memorandum and articles of association included authorized preferred share capital of 3 million of nominal value €0.00001 per preferred share, as a class of share with no voting rights. The holders of preferred shares were entitled to receive, when, as and if declared by the board of directors of GBT JerseyCo out of funds of GBT JerseyCo legally available therefor, cumulative dividends at the rate of 12% per share per annum; provided, that if any preferred share remains issued and outstanding following September 15, 2023, the dividend rate with respect to such preferred share increases to 14% per share per annum from and after September 15, 2023. Further, the total amount of dividends on such preferred shares was computed on a cumulative basis and compounded daily. The preferred shares were redeemable, in whole or in part, at the election of GBT JerseyCo, at any time at a price per share equal to the unreturned capital contributions associated with such preferred share plus accrued and unpaid cumulative dividends thereon to the date of redemption.

There ~~was 0 issuance of preferred shares~~were no capital distributions to shareholders during the three ~~and six~~ months ended ~~June 30, 2022; however, GBT JerseyCo accrued a dividend of $3 million~~March 31, 2023 and $8 million, for the three and six months ended June 30, 2022, on the outstanding balance of preferred shares. During the three and six months ended June 30, 2021, the Company issued 500,000 preferred shares in equal proportion to Amex Coop and Juweel for a total consideration of $50 million. As the preferred shares of GBT JerseyCo were issued to the ordinary shareholders, although the preferred shares were redeemable at the option of GBT JerseyCo, these were classified as mezzanine equity.

Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of preferred shares, including dividends accrued thereon. Upon redemption, all the preferred shares were cancelled.

~~Distributions~~

The Company paid cash of $1 million for the six months ended June 30, 2021 in relation to accrued capital distribution to cover certain administrative costs of GBT JerseyCo’s then existing shareholders. There were no such distributions during the six months ended June 30, 2022. ~~See the discussion above for dividends on preferred shares accrued during the three and six months ended June 30, 2022 and 2021.~~

Registration Rights Agreement

In May 2022, GBTG, APSG Sponsor, L.P., (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A ~~common stock~~Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time.

Sponsor Side Letter

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) which, among other things, contain certain restrictions on the transfer by the Sponsor and the Insiders with respect to the Class A ~~common stock~~Common Stock issued to each of them at the closing of the Business Combination (such shares issued to the Sponsor, the “Sponsor Shares”). The Sponsor and the Insiders are not permitted to transfer their Class A ~~common stock,~~Common Stock, subject to certain permitted exceptions, until the earlier to occur of (a) one year following the closing date of the Business Combination and (b) the date upon which the ~~VWAP~~volume-weighted average price (“VWAP”) of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Further, approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A ~~common stock~~Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A ~~common stock~~Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A ~~common stock.~~Common Stock. These shares are accounted for as part of earnout shares discussed above in note 13 – Earnout Shares.
~~Any~~ Class A ~~common stock~~Common Stock purchased by the Sponsor in connection with the ~~PIPE~~“private investment ~~will~~in public entity” transaction is not be subject to the vesting or transfer restrictions described ~~above.~~
~~These shares are accounted for as part of Earnout Shares discussed in note 15~~ above.
Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive 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:

Unrealized gain on

Unrealized gain on

Currency

Defined

cash flow hedge and

Total accumulated

Currency

Defined

cash flow hedge and

Total accumulated

translation

benefit plan

hedge of investments

other comprehensive

translation

benefit plan

hedge of investments

other comprehensive
(in $ millions)

adjustments

related

in foreign subsidiary

loss

adjustments

related

in foreign subsidiary

loss
Balance as of December 31, 2021

$
(38)

$
(128)

$
4

$
(162)
Net changes prior to reverse recapitalization, net of tax benefit, $0

(59)

—

12

(47)
Balance as of December 31, 2022

$
(10)

$
(1)

$
4

$
(7)
Net changes during the period, net of tax benefit $0

9

—

(13)

(4)
Allocated to non-controlling interest

85

112

(14)

183

(7)

—

11

4
Net changes post reverse recapitalization, net of tax benefit, $0

(4)

—

—

(4)
Balance as of June 30, 2022

$
(16)

$
(16)

$
2

$
(30)
Balance as of March 31, 2023

$
(8)

$
(1)

$
2

$
(7)

Unrealized gain on

Unrealized gain on


Currency

Defined

cash flow hedge and

Total accumulated

Currency

Defined

cash flow hedge and

Total accumulated

translation

benefit plan

hedge of investments

other comprehensive

translation

benefit plan

hedge of investments

other comprehensive
(in $ millions)

adjustments

related

in foreign subsidiary

loss

adjustments

related

in foreign subsidiary

loss
Balance as of December 31, 2020

$
(23)

$
(160)

$
4

$
(179)
Net changes during the period, net of tax benefit, $0

(2)

—

—

(2)
Balance as of June 30, 2021

$
(25)

$
(160)

$
4

$
(181)
Balance as of December 31, 2021

$
(38)

$
(128)

$
4

$
(162)
Net changes during the period, net of tax benefit $0

(16)

—

9

(7)
Balance as of March 31, 2022

$
(54)

$
(128)

$
13

$
(169)

~~Table~~Amounts in accumulated other comprehensive loss are presented net of ~~Contents~~the related tax impact. Reclassifications out of accumulated other comprehensive losses related to (i) actuarial losses and prior service costs (component of net periodic pension benefit (cost)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations.

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~(16) Earnings (Loss) Per Share

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~(18) Earnings (loss) per share~~

~~The Company’s basic~~Basic earnings (loss) per share ~~for the three and six months ended June 30, 2022~~ is based on ~~results for~~ the ~~period from the date~~average number of ~~Business Combination, May 27, 2022 to June 30, 2022, the period where the Company had earnings (loss) attributable to~~shares of Class A ~~common stockholders. The Company’s diluted~~Common Stock outstanding during the period. Diluted earnings (loss) per share ~~for the three and six months ended June 30, 2022~~ is based on the ~~results~~average number of ~~operations~~shares of Class A Common Stock used for the ~~respective periods. This is because the numerator calculated for~~ basic earnings ~~(loss)~~ per share ~~adjusts~~calculation, adjusted for the ~~results~~dilutive effect of ~~operations~~stock options and RSUs using the “treasury stock” method, and earnout shares and GBTG’s Class B Common Stock that ~~are attributable~~convert into potential shares of Class A Common Stock, using the “if converted” method, to the ~~Class B common stockholders who~~extent they are ~~also the Continuing JerseyCo Owners of GBT JerseyCo (which is a predecessor to GBTG).~~dilutive. The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these unaudited consolidated financial statements as it did not represent equity structure post Business Combination transaction.

~~Basic earnings (loss) per share is based on the average number~~21

Table 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 warrants and GBTG MIP Options using the “treasury stock” method, and Earnout Shares and GBTG’s Class B common stock that convert into potential shares of Class A common stock, using the “if converted” method. Net earnings (loss) for diluted loss per share is adjusted for the Company’s share of GBT JerseyCo’s consolidated net earnings (loss), net of GBTG’s income taxes, after giving effect to GBT JerseyCo’s B ordinary shares that convert into potential shares of GBTG’s Class A common stock, to the extent it is dilutive.Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As discussed in note 1513 – Earnout Shares, the Company has issued and outstanding approximately 15 million ~~of Earnout Shares,~~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~~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~~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~~dividends accrued on ~~Earnout Shares,~~earnout shares, if any, will be forfeited if the pricing thresholds for ~~Earnout Shares~~earnout shares are not met during the specified time period.
As the ~~exercise price~~Company had net loss for the period, approximately 21 million of ~~approximately 39~~stock options and 27 million ~~warrants and approximately 25 million GBTG MIP Options (i.e. GBTG MIP Options other than those considered as dilutive in the table below) is higher than the average market price~~ of the Class A common stock, including such warrants and GBTG MIP Options within the calculation of diluted earnings (loss) per share would have resulted in anti-dilutive effect on earnings (loss) per share. Hence such warrants and GBTG MIP optionsRSUs have been excluded from the calculation of diluted ~~earnings~~loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share.
GBTG’s Class B ~~common stock does not have~~Common Stock generally has only nominal economic rights (limited to the right to receive up to the par value in the ~~Company, including rights to dividends~~event of a liquidation, dissolution or ~~distributions upon liquidation.~~winding up of GBTG). As such, basic earnings (loss) per share of Class B ~~common stock~~Common Stock have not been presented. However, as these shares can be converted to Class A ~~common stock~~Common Stock under the provisions of the Exchange Agreement, Class B ~~common stock~~Common Stock has been included in the calculations of diluted earnings (loss) per share.
The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations:

Three months ended
(in $ millions, except share and per share data)

March 31, 2023
Numerator – Basic and diluted earnings (loss) per share:

Net loss attributable to the Company’s Class A common stockholders (A)

$
(2)
Add: Net loss attributable to non-controlling interests in subsidiaries

(25)
Net loss attributable to the Company’s Class A common stockholders - Diluted (B)

$
(27)

Denominator – Basic and diluted weighted average number of shares outstanding:

Weighted average number of Class A Common Stock outstanding – Basic (C)

60,376,708
Assumed conversion of Class B Common Stock ⁽¹⁾

394,448,481
Weighted average number of Class A Common Stock outstanding – Diluted (D)

454,825,189

Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C)

$
(0.03)

Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D)

$
(0.06)

2722

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations:~~


Three months ended

Six months ended
(in $ millions, except share and per share data)

June 30, 2022

June 30, 2022
Numerator – Basic and diluted earnings (loss) per share:




Net income attributable to the Company’s Class A common stockholders (A)

$
21

$
21
Add: Net loss attributable to non-controlling interests in subsidiaries ⁽¹⁾

(23)

(114)
Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B)

$
(2)

$
(93)

Denominator – Basic and diluted weighted average number of shares outstanding:




Weighted average number of Class A common stock outstanding – Basic (C)

48,867,969

48,867,969
Assumed exercise of GBTG MIP Options

1,003,771

1,003,771
Assumed conversion of Class B common stock

394,448,481

394,448,481
Weighted average number of Class A common stock outstanding – Diluted (D)

444,320,221

444,320,221

Basic earnings per share attributable to the Company’s Class A common stockholders: (A) / (C)

$
0.44

$
0.44

Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D)

$
—

$
(0.21)
~~(1)~~ Primarily represents net loss attributed to the Continuing JerseyCo Owners for the periods prior to the Business Combination and their proportionate share of income (loss) after the Business Combination.

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~(19)~~(17) 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 Swap

The Company is subject to market risk exposure arising from changes in interest rates on debt, which bears interest at variable rates. The Company has interest rate risk primarily related to its senior secured term loans under the senior secured credit agreement, which bear interest at a variable rate that is currently based on three-months LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, ~~in February, 2022,~~GBT Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into anthe following interest rate swap ~~contract~~contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term ~~loans. The terms of such~~loans:


Notional Amount
(in $ millions)	Period	Fixed Interest Rate
$ 600⁽¹⁾	March 2023 to March 2025	3.680	%
$ 300⁽²⁾	March 2023 to March 2027	4.295	%

(1)

The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800%.The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680%.

In June 2022, the ~~benchmark rate, with~~Company terminated a ~~secured overnight financing rate (SOFR)-based rate replacing LIBOR as the benchmark rate for such swap, commencing in June 2023. The Company’s objective in using an~~previous interest rate swap ~~derivative is to mitigate its exposure to increase / variability~~contract, entered into in ~~LIBOR / SOFR interest rates. The interest rate swap was for a notional amount of debt of $600 million, for a period from March~~February 2022, ~~to March 2025 with fixed interest rate of 2.0725%. The interest rate swap~~that was designated as a cash flow hedge ~~that is highly effective at offsetting~~(and had similar terms as the ~~increases in cash outflows when three-month LIBOR exceeds 2.0725%. In June 2022, the Company terminated this~~current $600 million notional amount of interest rate ~~swap~~swap) realizing $23 million in cash and simultaneously entered into another interest rate swap agreement, on substantially the same terms and conditions as the previous one, except the new fixed interest rate was contracted to be 3.6858%.cash. Under ASC 815,~~Derivatives and Hedging~~, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the ~~February 2022~~previous interest rate swap contract will be included in the consolidated statement of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. ~~Further,~~As a result, during the three months ended March 31, 2023, the Company has ~~determined that the new~~reclassified $2 million from accumulated other comprehensive loss and recognized it as a credit to interest expense.

(2)	In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90%, and pay fixed rate of 4.295%.

The above interest rate swap ~~contract will be designated~~contracts are considered as a cash flow ~~hedge that is highly effective at offsetting the increases in cash outflows when three-month LIBOR exceeds 3.6858%. Changes~~hedges with changes in the fair value of the interest rate ~~swap,~~swaps, net of tax, ~~are~~being recognized in other comprehensive income (loss) and ~~are~~ reclassified out of accumulated other comprehensive income (loss) ~~and~~ into interest expense when the hedged interest obligations affect earnings.

~~Warrants and~~ Earnout Shares

As a result of the Business Combination, GBTG has issued and outstanding ~~warrants~~earnout shares (see note ~~14 –~~ ~~Warrants~~~~) and Earnout Shares (see note 15~~13 – Earnout Shares). The ~~public and private warrants and~~ non-employee ~~Earnout Shares~~earnout shares are classified as derivative liabilities under ASC ~~815. Derivative warrant~~815 and ~~Earnout Shares liabilities~~ are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~As of June 30, 2022, the number of warrants and non-employee Earnout Shares issued and outstanding were approximately 39 million and 15 million respectively.~~

2923

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2023, the number of non-employee earnout shares issued and outstanding were approximately 15 million. The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815:


Balance sheet

As of

As of

Balance sheet

(in $millions)

location

June 30, 2022

December 31, 2021

Location

March 31, 2023


December 31, 2022
Derivatives designated as hedging instruments












Interest rate swaps

Other non-current liabilities

$
10

—

Other non-current assets

$
6

$
10
Interest rate swaps

Other non-current (liabilities)

$
(7)

—
Derivatives not designated as hedging instruments







Earnout Shares

Earnouts and warrants derivative liabilities

$
77

—
Warrants

Earnouts and warrants derivative liabilities

44

—

$
121

—
Earnout shares

Earnout derivative liabilities

$
87

$
90

The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss):

Amount of gain recognized in

Statement of

Amount of gain recognized in

Amount of gain/(loss) recognized in

Statement of

Amount of gain/(loss) recognized in

other comprehensive loss

operations location

statements of operations

other comprehensive loss

operations location

statements of operations

Three months ended

Six months ended

Three months ended

Six months ended

Three months ended

Three months ended

June 30

June 30

June 30

June 30

March 31

March 31


2022

2021

2022

2021


2022

2021

2022

2021

2023

2022


2023

2022
Derivatives designated as hedging instruments




























Interest rate swap

$
4

—

$
13

—

NA

—

—

—

—
Interest rate swaps

$
(11)

—

NA

—

—
Interest rate swaps reclassed to statement of operations

(2)

—

Interest expense

$
2

—
Derivatives not designated as hedging instruments
























Earnout Share

NA

—

NA

—

Fair value movement on earnouts and warrants derivative liabilities

$
23

—

$
23

—
Warrants

NA

—

NA

—

Fair value movement on earnouts and warrants derivative liabilities

13

—

13

—
Earnout shares

—

—

Fair value movement on earnout derivative liabilities

3

—

$
36

—

$
36

—

$
(13)

—

$
5

—

During the three months ended March 31, 2023, the Company has reclassified $2 million from accumulated other comprehensive loss and recognized it as a credit to interest expense. The total gain of $8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months.

~~(20)~~(18) 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.

3024

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of ~~June 30, 2022,~~March 31, 2023, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative ~~instrument —~~instruments— interest rate ~~swap, warrants~~swaps and ~~Earnout Shares.~~non-employee earnout shares. The fair value of the Company’s interest rate ~~swap~~swaps has been calculated using a discounted cash flow analysis by taking the present value of the fixed and floating rate cash flows utilizing the appropriate forward LIBOR and/or SOFR curves and the counterparty’s credit risk, which was determined to be not material. The fair value of ~~warrants are determined using a market price for the public warrants and a Black-Scholes model for the private warrants. The fair value of Earnout Shares~~non-employee earnout shares is determined using the Monte Carlo ~~valuation~~ method.
Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis:

As of

Asset/ (Liability)


Fair Value

June 30,

December 31,

Fair Value

March 31,

December 31,
(in $ millions)

Hierarchy

2022

2021

Hierarchy

2023

2022
Interest rate swaps

Level 2

$
10

$
—
Earnout Shares

Level 3

77

—
Public warrants

Level 1

28

—
Private warrants

Level 3

16

—
Interest rate swaps asset

Level 2

$
6

$
10
Interest rate swaps liability

Level 2

(7)

—
Non-employee earnout shares

Level 3

(87)

(90)

The fair value of ~~each Earnout Share (both employee and non-employee)~~earnout shares was estimated ~~on the closing date of the Business Combination~~ using the Monte Carlo ~~Option Pricing Method.~~method. Inherent in the Monte Carlo ~~Option Pricing Method~~method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the ~~Earnout Shares~~earnout shares based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the ~~Earnout Shares.~~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.~~earnout shares. The expected life of the ~~Earnout Shares~~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 ~~initial~~ measurement of ~~the Earnout Shares on May 27, 2022 and to remeasure~~ the fair value of outstanding ~~non-employee~~ earnout shares ~~liabilities as of June 30, 2022:~~liabilities:

As of

May 27,

June 30,

March 31,

December 31,


2022

2022


2023

2022

Stock price ($)

$
7.39

$
6.31

$
6.63

$
6.75

Risk-free interest rate

2.81
%

3.01
%

3.69
%

4.06
%
Volatility

37.5
%

40.0
%

45
%

42.5
%
Expected term (years)

5.00

4.92

4.2

4.4

Expected dividends

0.0
%

0.0
%

0.0
%

0.0
%

Fair value ($) (per Earnout Share – Tranche 1)

$
4.82

$
3.72

Fair value ($) (per Earnout Share – Tranche 2)

$
3.98

$
3.04

Fair value ($) (per earnout share – Tranche 1)

$
4.15

$
4.30

Fair value ($) (per earnout share – Tranche 2)

$
3.46

$
3.58

The ~~public warrants are valued using quoted market prices on the New York Stock Exchange under the ticker GBTG.WS and are included~~following table presents changes in ~~Earnouts and warrants derivative~~Level 3 financial liabilities ~~on the consolidated balance sheets. As of May 27, 2022 and June 30, 2022, the price per public warrant was $1.33 and $1.05, respectively.~~
~~The~~measured at fair value ~~of private warrants was estimated on~~during the closing date of the Business Combination using the Black-Scholes option pricing method. Inherent in the Black Scholes option pricing method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the private warrants based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the private warrants. 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 private warrants. The expected life of the private warrants was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero.three months March 31, 2023:


Earnout Shares
Balance as of December 31, 2022

$
90
Change in fair value

(3)
Balance as of March 31, 2023

$
87

3125

Table of Contents

GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~The following table presents the assumptions used for the initial measurement of the private warrants on May 27, 2022 and to remeasure the fair value as of June 30, 2022:~~

As of

May 27,

June 30,


2022

2022

Stock price ($)

$
7.39

$
6.31

Exercise price ($)

$
11.50

$
11.50

Risk-free interest rate

2.70
%

3.00
%
Volatility

37.5
%

40.0
%
Expected term (years)

5.00

4.92

Expected dividends

0.00
%

0.00
%

Fair value ($) (per private warrant)

$
1.68

$
1.30

~~The following table presents changes in Level 3 financial liabilities measured at fair value for the period from the date of closing of the Business Combination, May 27, 2022 to June 30, 2022:~~


Earnout Shares to

Private


stockholders

warrants
As of date of Business Combination - May 27, 2022

$
100

$
21
Change in fair value

(23)

(5)
Balance as of June 30, 2022

$
77

$
16

~~The Company had no transfers between fair value levels during the three and six months ended June 30, 2022.~~
The Company does not measure its debt at fair value in its consolidated balance sheets. Where the fair value of the Company’s long-term debt is determined based on quoted prices for identical or similar debt instruments when traded as assets, it is categorized within Level 2 of the fair value hierarchy. Where quoted prices are not available, fair value is estimated using discounted cash flows and market-based expectation of interest rates, credit risks and contractual term of the debt instruments and is categorized within Level 3 of the fair value hierarchy.
The fair values of the Company’s outstanding senior secured term loans are as follows:




As of

As of

Fair

June 30, 2022

December 31, 2021

Fair

March 31, 2023

December 31, 2022

Value

Carrying

Fair

Carrying

Fair

Value

Carrying

Fair

Carrying

Fair
(in $ millions)

Hierarchy

amount⁽¹⁾

value

amount ⁽¹⁾

value

Hierarchy

amount⁽¹⁾

value

amount ⁽¹⁾

value
Senior secured initial term loans

Level 2

$
235

$
219

$
236

$
233

Level 2

$
235

$
224

$
235

$
220
Senior secured tranche B-3 term loans

Level 3

$
986

$
1,013

$
787

$
800

Level 3

$
987

$
1,017

$
987

$
1,017
Senior secured tranche B-4 term loans

Level 3

$
131

$
137

$
—

$
—
(1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans.
The carrying amounts of cash and cash equivalents, accounts receivable, other current assets, accounts payable, 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.

~~Table of Contents~~

~~GLOBAL BUSINESS TRAVEL GROUP, INC.~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~(Unaudited)~~

~~(21)~~(19) 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 the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $7 million and $5 million for the three months ended March 31, 2023 and 2022, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $6 million and $5 million for the three months ended March 31, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements, which include amounts collected by the Company on behalf of affiliates of Amex Coop, as of March 31, 2023 and December 31, 2022, were $61 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $5 million and $15 million as of March 31, 2023 and December 31, 2021, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022.

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

License of American Express Marks

Effective upon closing of the Business Combination in May 2022, GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). The amended and restated trademark license agreement also provides GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements.

Exchange Agreement

GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provides a right to the Continuing JerseyCo Owners to exchange their B ordinary shares in GBT JerseyCo for Class A Common Stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. Alternatively, if approved by the “Exchange Committee” (comprising of disinterested and independent board of directors of GBTG), such B ordinary shares can be settled in cash. If the Exchange Committee elects to settle B ordinary shares in cash, the cash must be funded only through issuance of GBTG’s Class A Common Stock.

New Shareholders Agreement

At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “New Shareholders Agreement”). The New Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A ordinary shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the New Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT JerseyCo to be treated other than as a pass-through entity for U.S. federal income tax purposes.

The New Shareholders Agreement specifies the initial composition of the GBTG Board, effective immediately upon the closing and sets out the composition and appointment of the GBTG Board. The New Shareholders Agreement also requires (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for GBTG or its subsidiaries to take certain actions, including: (i) the redemption, cancellation or repayment of any equity securities of GBTG or GBT JerseyCo, other than on a pro rata basis from all shareholders; (ii) dividends or distributions, other than on a pro rata basis; (iii) any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT JerseyCo shares; (iv) amendments to GBT JerseyCo’s organizational documents that relate specifically and solely to rights, priorities and privileges of the B ordinary shares or the C ordinary shares of GBT JerseyCo, as applicable; or (v) any agreement or commitment to do any of the foregoing. Further, the New Shareholders Agreement provides for various provisions for shareholder rights, termination of such rights, cash distributions to satisfy tax liabilities of the GBT JerseyCo’s shareholders, etc. subject to certain terms and conditions as set out in the agreement.

Advisory Services Agreement

Certares Management Corp. (“Certares”), an indirect equity owner of the Company, ~~provides~~provided certain advisory services to the Company ~~for~~under the Advisory Services Agreement which ~~fees~~was terminated upon the closing of ~~$0.4 million and $0.6 million were incurred for~~the Business Combination in May 2022. For the three months ended ~~June 30,~~March 31, 2022, ~~and 2021, respectively, and~~the Company accrued fees under this agreement of ~~$1.0 million and $1.3 million were incurred for the six months ended June 30, 2022 and 2021, respectively.~~less than $1 million. As of ~~June 30, 2022~~both March 31, 2023 and December 31, ~~2021,~~2022, the Company had ~~$5.4 million and $4.4~~$5 million as amounts payable to Certares under this agreement. ~~This agreement terminated upon the closing of the Business Combination.~~

~~Commercial Agreements~~

The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreement, included in the operating costs are costs of approximately $7 million and $2 million for the three months ended June 30, 2022 and 2021, respectively and costs of $11 million and $4 million in charges from affiliates of Amex Coop for the six months ended June 30, 2022 and 2021, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $5 million for each of the three months ended June 30, 2022 and 2021, and revenue of $10 million and $9 million for the six months ended June 30, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of June 30, 2022 and December 31, 2021, were $22 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $8 million and $15 million as of June 30, 2022 and December 31, 2021, respectively. Effective upon, the closing of the Business Combination, the parties amended the terms of certain of these commercial arrangements.

Apart from above, there are certain tax indemnity and other agreements between the Company and affiliates of Amex Coop. Amounts payable to affiliates of Amex Coop in respect of such agreements was $2 million as of both June 30, 2022 and December 31, 2021. Amounts receivable from affiliates of Amex Coop in respect of such agreements were $0.4 million and $0.3 million as of June 30, 2022 and December 31, 2021, respectively.

~~License of American Express Marks~~

GBT US LLC, a wholly owned subsidiary of GBTG, has entered into a royalty-free trademark license agreement with an affiliate of Amex Coop pursuant to which GBT US LLC was granted a license to use, and the right to sublicense to certain subsidiaries of GBTG the right to use, the American Express trademarks used in the American Express Global Business Travel and American Express Meetings & Events brands for business travel, business consulting and meetings and events businesses on a royalty-free, exclusive, non- assignable, non-sublicensable (other than as set out in the agreement), and worldwide basis.

Effective upon closing of the Business Combination, the parties amended and restate the foregoing trademark license agreement to grant GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, a long-term, 11-year license (unless earlier terminated or extended) pursuant to which GBT UK, all wholly owned operating subsidiaries of GBTG and other permitted sublicensees will license the American Express trademarks used in the American Express Global Business Travel brand, transition the American Express Meetings & Events brand to the American Express GBT Meetings & Events brand, and license the American Express trademarks used in the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). This amended and restated trademark license agreement also provided GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements.

~~Exchange Agreement~~

~~See note 6 -~~ ~~Reverse Recapitalization~~ ~~for further discussion on Exchange Agreement~~

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GLOBAL BUSINESS TRAVEL GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

~~New Shareholders Agreement~~

At the closing of the Business Combination, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “New Shareholders Agreement”). The New Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A ordinary shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws or cause GBT JerseyCo to be treated other than as a pass-through entity for U.S. federal income tax purposes.

The New Shareholders Agreement specifies the initial composition of the GBTG Board, effective immediately upon the closing and sets out the composition and appointment of the GBTG Board. The New Shareholders Agreement will also require (subject to certain specified conditions and exceptions including those described below) the approval of each Continuing JerseyCo Owner for GBTG or its subsidiaries to take certain actions, including: (i) the redemption, cancellation or repayment of any equity securities of GBTG or GBT JerseyCo, other than on a pro rata basis from all shareholders (ii) dividends or distributions, other than on a pro rata basis (iii) any share exchanges, splits, combinations and similar actions with respect to one or more, but not all, classes or series of GBTG or GBT JerseyCo shares; (iv) amendments to GBT JerseyCo’s organizational documents that relate specifically and solely to rights, priorities and privileges of the B ordinary shares or the C ordinary shares of GBT JerseyCo, as applicable, or (v) any agreement or commitment to do any of the foregoing. Further, the New Shareholders Agreement also provides for various provisions for shareholder rights, termination of such rights, cash distributions to satisfy tax liabilities of the GBT JerseyCo’s shareholders, etc. subject to certain terms and conditions as set out in the agreement.

Commercial and Operating Agreements with Expedia

An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide ~~the~~ GBTG’s ~~corporate~~business clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of ~~$41~~$38 million and ~~$60~~$19 million for the three ~~and six~~ months ended ~~June 30, 2022.~~March 31, 2023 and 2022, respectively. The Company had ~~$13~~$19 million and $4$18 million receivable from the affiliate of Expedia as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, respectively.

GBT UK has entered into a Transition Services Agreement with Expedia, Inc. (the “Egencia TSA”), pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to ~~GBTG.~~the Company. For the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022, the total cost charged to the Company was approximately $9$8 million and ~~$20~~$11 million, respectively, that was included in the Company’s consolidated statements of ~~operations and as~~operations. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021~~2022 the Company had a payable to Expedia Inc. of ~~$10~~$7 million and $8 million, respectively. Further, as of ~~June 30, 2022~~both March 31, 2023 and December 31, ~~2021,~~2022, Egencia had a net receivable of $6$4 million ~~and a payable of $16 million to~~from Expedia, primarily on account of ~~pre-acquisition transactions between Egencia~~net cash collected from customers by Expedia on behalf of Egencia.

As of both March 31, 2023 and December 31, 2022, the Company had $15 million payable to Expedia ~~and~~ on account of ~~net cash~~a loss contingency recognized in 2022. In April 2023, the Company settled ~~on behalf~~$3 million of the liability by issuing its Class A Common Stock (see note 20 – Subsequent Events).

(20) Subsequent Events

In April 2023, pursuant to an agreement with Expedia, ~~by Egencia during~~ the ~~six months ended June 30,~~Company issued 413,668 Class A Common Stock to Expedia to settle, in part, $3 million of liability for loss contingency accrued in 2022.

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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 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. ~~Words such as “estimates,~~The words “anticipate,” ~~“projected,~~“believe,” ~~“expects,~~“continue,” ~~“estimated,~~“could,” ~~“anticipates,~~“estimate,” ~~“suggests,~~“expect,” ~~“projects,” “forecasts,” “plans,” “intends,” “believes,” “seeks,~~“intend,” “may,” ~~“will,~~“might,” ~~“would,~~“plan,” “possible,” “potential,” “predict,” “project,” “should,” ~~“could,~~“will,” ~~“future,” “propose,” “target,” “goal,” “objective,” “outlook”~~“would” and ~~variations~~similar expressions may identify forward-looking statements, but the absence of these words ~~or similar expressions (or the negative versions of such words or expressions)~~does not mean that a statement is not forward-looking.
The forward-looking statements contained in this Quarterly Report on Form 10-Q (“Form 10-Q”) are ~~intended to identify forward-looking statements.~~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 ~~are not guarantees of future performance, conditions or results, and~~ involve a number of ~~known and unknown~~ risks, uncertainties ~~assumptions and other important factors, many~~(some of which are ~~outside the control of the parties,~~beyond our control) or other assumptions that ~~could~~may cause actual results or ~~outcomes~~performance to ~~differ~~be materially different from those ~~discussed in the~~expressed or implied by these forward-looking statements. ~~Important factors, among others, that may affect actual results or outcomes include:~~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 ~~market~~industry opportunities;
● our ability to maintain our existing relationships with customers and suppliers and to compete with existing and new ~~competitors in existing and new markets and offerings;~~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;
● ~~intense competition and competitive pressures from other companies in the industry in which we operate;~~
● factors relating to our business, operations and financial performance, including market conditions and global and economic factors beyond our control;
● the impact of the COVID-19 pandemic, ~~Russia’s invasion of Ukraine~~geopolitical conflicts and 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~~in-person business meetings and demand for travel and our services); and
● the effect of legal, tax and regulatory ~~changes; and~~changes.
● other factors detailed under the ~~section entitled~~heading “Risk ~~Factors.”~~Factors” in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K.
The forward-looking statements contained in this Quarterly Report on 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, those factors described under the heading “Risk Factors” in this Form 10-Q and Registration Statement on Form S-1 as originally filed on June 21, 2022, and declared effective on August 5, 2022 (“Registration Statement”). 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

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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.

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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. Some of the information contained in this discussion and analysis or set forth elsewhere in this Form 10-Q, including information with respect to our plans and strategy for our business and related financing, are forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Form 10-Q and our Registration Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. The historical financials below, for the period prior to the Business Combination, are those of GBT JerseyCo Limited and its subsidiaries that became predecessors of GBTG upon the consummation of the Business Combination and, depending on the context, “we,” “us,” or “our,” could mean GBT JerseyCo and its subsidiaries or ~~GBTG.~~GBTG and its subsidiaries.

Overview

We ~~are~~operate American Express Global Business Travel, the world’s leading ~~platform serving~~B2B travel ~~for business purposes that is purchased and fulfilled through a company-sponsored and managed channel (“B2B travel”) providing~~platform. We provide a full suite of differentiated, technology-enabled solutions to business travelers and ~~corporate~~ clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. We differentiate our value proposition through our commitment to deliver ~~unrivalled~~unrivaled choice, value and experience with the powerful backing of American Express ~~GBT, to our customers.~~GBT.

We are at the center of the global B2B travel ecosystem, managing the end-to-end logistics of ~~corporate~~business travel and providing an important link between businesses, their employees, travel suppliers and other industry participants. We service our clients in the following ways:

●

Our portfolio of travel management solutions, ~~(delivered through~~built around and targeting the ~~portfolio~~needs of ~~our brands, including American Express Global Business Travel, Ovation, Lawyers Travel and Egencia)~~key client segments we serve, provide ~~our clients with~~ extensive access to flights, hotel rooms, car rentals and other travel services as well as meeting and events solutions, including exclusive negotiated content, supported by a full suite of services that allows ~~them~~our clients to design and operate an efficient travel program and solve complex travel ~~requirements.~~requirements across all stages of the business process from planning, booking, on trip, and post trip activities.

●

Our award-winning client facing proprietary platforms are built to deliver business value through optimized user experiences across the act of business travel. These platforms, accessible over Web and Mobile interfaces and powered by our data management infrastructure, are built by one of the world’s largest product engineering teams dedicated to driving technical innovation across the business travel industry. These client facing platforms are known to the market as:

●

Egencia: primarily focuses on digital-first clients (more than 90% of transactions were served through digital channels in 2022) who value a simple, easy to use and standardized end-to-end solution.

●

The GBT platform: is a modular solution primarily focused on flexibility of service offerings; seamlessly integrating a wide range of third-party and proprietary software and services into one complete travel solution designed and built around the needs of each customer.

●

GBT Partner Solutions extends our platform to ~~third-party~~Network Partners, travel management companies and independent advisors, ~~(“Network Partners”),~~by offering them access to our differentiated content and technology. 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.

●

GBT Supply MarketPlace provides travel suppliers with efficient access to business travel clients serviced by our ~~brands~~diverse portfolio of leading travel management solutions and Network Partners. 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 ~~corporate~~business clients. Our travel supplier relationships generate efficiencies and cost savings that can be passed on to our ~~corporate~~business clients.

~~As of June 30, 2022, we served approximately 20,000 corporate clients and more than 240 Network Partners.~~

In June 2014, American Express ~~Company~~ established ~~a joint venture (“JV”)~~the JV comprising the legacy GBT JerseyCo operations with a predecessor of Juweel ~~Investors (SPC) Limited (“Juweel”)~~ and a group of institutional investors led by an affiliate of Certares. Since the formation of the JV in 2014, we have evolved from a leading travel management company ~~(“TMC”)~~ into a complete B2B travel platform, becoming one of the leading marketplaces in travel for ~~corporate~~business clients and travel suppliers. Before June 2014, our operations were owned by American Express and primarily consisted of providing business travel solutions for ~~corporate~~business clients.

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~~Prior to~~On December 2, 2021, GBT JerseyCo entered into the ~~Closing Date, we operated our~~Business Combination Agreement with APSG. The Business Combination closed on May 27, 2022 and GBT JerseyCo became a direct subsidiary of GBTG through the transaction contemplated by the Business Combination Agreement. GBTG is a Delaware corporation and tax resident in the U.S. GBTG conducts its business ~~travel, business consulting and meetings and events businesses under~~through GBT JerseyCo in an Up-C structure. GBT JerseyCo is tax resident in the ~~brands American Express Global Business Travel and American Express Meetings & Events pursuant to an exclusive and worldwide license from American Express. Effective as of the Closing Date,~~U.K.

In May 2022, we executed long-term commercial agreements with American Express, including the A&R Trademark License Agreement, pursuant to which we continue to license the American Express trademarks used in the American Express Global Business Travel brand, ~~continue to license the American Express trademarks used in American Express Meetings & Events (solely during a 12-month transition period) brand,~~ and ~~license the American Express trademarks used in~~ the American Express GBT Meetings & Events brand for business travel, meetings and events, business consulting and other services related to business travel, in each case on an exclusive and worldwide basis. The term of the A&R Trademark License Agreement is for 11 years from the ~~Closing Date,~~closing date, unless earlier terminated or extended. The American Express brand, consistently ranked as one of the most valuable brands in the world, brings with it a reputation for service excellence. We believe our partnership with American Express has been an important component of our value proposition. Under our commercial agreements with American Express, we exclusively provide business travel and meetings and events services to American Express personnel, subject to limited exceptions, engage in mutual global lead generation activities with American Express for our respective services and continue to exclusively promote American Express payment products to our clients and to make those products available for use by our own personnel in connection with our business.

As of June 30, 2022, we had approximately 17,500 employees worldwide with a proprietary presence or operations in 31 countries. We service clients in the rest of the world through our travel partners network.

On December 2, 2021, we entered into a Business Combination Agreement with APSG, a special purpose acquisition company, listed on the NYSE (the “Business Combination”). The Business Combination closed on May 27, 2022 upon satisfaction of the closing conditions provided in the Business Combination Agreement, including approval by APSG’s shareholders and certain regulatory approvals. Upon Closing, GBT JerseyCo became a direct subsidiary of APSG, with APSG being renamed “Global Business Travel Group, Inc.” and conducting its business through GBT JerseyCo.

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.

Industry Trends

The travel industry can generally be divided into two sectors: (i) the leisure travel sector, which serves individuals who make reservations for vacation and personal travel, and (ii) the business travel sector, which serves ~~corporate clients~~organizations that require travel by employees and other travelers for business needs and meetings. We focus primarily on the business travel sector, which is approximately twice as valuable as the leisure travel sector because business travel customers purchase more premium seats, more flexible tickets, more ~~long- haul~~long-haul international trips and more last-minute bookings.

Impact of the COVID-19 Pandemic

~~Since March 2020, the~~The outbreak of ~~the novel strain of the coronavirus,~~ COVID-19 ~~(“COVID-19”)~~ severely restricted the level of economic activity around the world ~~and had an unprecedented effect on the global travel industry.~~beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, ~~and advising or requiring individuals to limit or forgo time outside of their homes,~~ limited business travel significantly below 2019 levels.

~~While~~Since then, many countries have vaccinated a reasonable proportion of their population, and the ~~rate and pace of vaccination globally,~~spread the ~~severity and duration of resurgence, as well as uncertainty over the efficacy of the vaccines against new variants~~ of the virus may contribute to delays in economic recovery. Overall, the ultimate impact and duration of the COVID-19 pandemic remains uncertain and will depend upon future developments, which are difficult to predict.

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~~However, with the spread of COVID-19~~is now being contained to varying degrees in ~~certain countries during~~ different ~~times,~~countries. With the evolution of milder COVID-19 variants, availability of multiple vaccine booster doses and increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with countries around the world reopening their borders for foreign travel and clients ~~have become~~becoming more comfortable ~~traveling, particularly to domestic locations.~~traveling. This has led to a moderation, and to an extent recovery, of the more severe declines in business travel bookings experienced at ~~certain points~~height of the pandemic and periods of resurgence. We have seen improvement in our transaction volume since the ~~pandemic began. Starting in the second half~~third quarter of 2021 and ~~continuing into first half of 2022,~~while the global travel activity has since shown a recovery trend ~~but, as of June 30, 2022, remained~~it still remains below 2019 ~~largely due to COVID-19 variants and subvariants. We continue to see momentum in business travel recovery, with transactions reaching 76% of 2019 levels in the month of June 2022.~~

~~Impact of Acquisitions~~

~~We regularly evaluate and pursue accretive acquisitions and have realized substantial growth through~~levels. Although our acquisition strategy. In January 2021, we completed the acquisition of Ovation Travel, LLC (together with its subsidiaries, “Ovation”). Ovation is a leading specialist in providing high-touch service. The Ovation acquisition was an important step in expanding our high value capabilities and building our leadership in the large and attractive small and medium enterprise customer base and the professional services industry. Further, on November 1, 2021, we completed our acquisition of Egencia, a business-to-business digital travel management company serving corporate clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”).

~~Our consolidated financial statements~~results for the ~~six~~three months ended ~~June 30,~~March 31, 2022 ~~include~~included a strong recovery from the pandemic when compared to the same periods in 2020 and 2021, the Omicron variant of COVID-19 limited the recovery of our business during that period, such that the results offor the ~~acquisitions discussed above from the respective closing date of each acquisition.~~

These acquisitions have been a significant driver of our revenue, cost of revenue and other operating expenses (including integration, restructuring and depreciation and amortization). Further, purchase accounting under GAAP requires that all assets acquired and liabilities assumedthree months ended March 31, 2023 reflect notable improvement in a business combination be recorded at fair value on the acquisition date. As a result, our acquisition strategy has resulted in the past and could result in the future in a significant amount of amortization of acquired intangibles (or impairments, if any) recorded in our results of operations following acquisition by GBTG, which may significantly impact our results of operations.comparison.

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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						Change Favorable /				Six months ended						Change Favorable /				Three months ended						Change favorable /
	June 30,						(Unfavorable)				June 30,						(Unfavorable)				March 31,						(unfavorable)
(in $ millions, except percentages)	2022			2021			$		%		2022			2021			$		%		2023			2022			$		%
Key Operating Metrics
TTV	$	6,520		$	1,212		$	5,308	438	%	$	10,668		$	1,873		$	8,795	470	%	$	7,422		$	3,943		$	3,479	88	%
Transaction Growth (Decline)		346	%		274	%		n/m	n/m			363	%		(59)	%		n/m	n/m
Transaction Growth																						61	%		389	%
Key Financial Metrics
Revenue		486			153			333	217	%		836			279			557	200	%		578			350			228	65	%
Total Operating Expense		505			267			(238)	(88)	%		951			522			(429)	(82)	%
Net Loss		(2)			(55)			53	97	%		(93)			(169)			76	45	%
Net Cash used in operating activities		(155)			(122)			(33)	(27)	%		(309)			(236)			(73)	(31)	%
Total operating expense																						587			446			(141)	(32)	%
Net loss																						(27)			(91)			64	70	%
Net cash used in operating activities																						(77)			(154)			77	50	%
EBITDA		63			(79)			142	178	%		10			(170)			180	105	%		45			(53)			98	184	%
Adjusted EBITDA		47			(74)			121	162	%		19			(164)			183	112	%		99			(28)			127	455	%
Adjusted Operating Expenses		438			226			(212)	(92)	%		815			441			(374)	(85)	%		479			377			(102)	(27)	%
Free Cash Flow		(176)			(131)			(45)	(35)	%		(351)			(254)			(97)	(39)	%		(109)			(175)			66	37	%

As of

As of

June 30,

December 31,


2022

2021
Net Debt

$
775

507

As of

As of

March 31,

December 31,


2023

2022
Net Debt

$
1,035

$
919
~~n/m – percentage calculated not meaningful~~
Key Operating Metrics
We consider ~~TTV,~~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, ~~(1)~~ (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, 2022,~~March, 31 2023, TTV increased by ~~$5,308~~$3,479 million, or ~~438%,~~88 %, to ~~$6,520~~$7,422 million compared to the three months ended ~~June 30, 2021. For the six months ended June 30, 2022, TTV increased by $8,795 million, or 470%, compared to the six months ended June 30, 2021.~~March 31, 2022. The increase in TTV was primarily due to ~~(i) full quarterly inclusion~~the lifting of Egencia’s TTV, which contributed 136% and 145% of TTV for the three and six months ended June 30, 2022, respectively, and (ii) continued recovery of our business from a period of significant COVID-19 pandemic travel restrictions that were introduced by governments in response to the COVID-19 ~~pandemic. The increase~~pandemic, which remained in ~~TTV, in part, reflects increasing numbers of companies returning~~place during the three months ended March 31, 2022 due to ~~business travel and reductions in international travel restrictions.~~the COVID-19 Omicron variant.

~~Table of Contents~~

Transaction Growth (Decline)

Transaction Growth (Decline) represents year-over-year ~~decline~~growth or ~~growth~~decline 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 gross basis to include cancellations, refunds and exchanges. To calculate ~~year- over-year~~year-over-year growth or decline, we compare the total number of transactions in the comparative previous period/ year to the total number of transactions in the current period in percentage terms.

Table of Contents

For the three months ended ~~June 30, 2022,~~March 31, 2023, Transaction Growth was 346% compared to three months ended June 30, 2021. For the six months ended June 30, 2022, Transaction Growth was 363% compared to the six months ended June 30, 2021. Transaction Growth during these periodsof 61% was primarily due to ~~(i) full quarterly inclusion of Egencia’s transaction volume, which contributed 149% and 158% of Transaction Growth for~~ the ~~three and six months ended June 30, 2022, respectively, and (ii) the increase in number of transactions due to continued easing~~lifting of travel restrictions that were introduced by governments in response to the COVID-19 ~~pandemic.~~pandemic, which remained in place during the three months ended March 31, 2022 due to the COVID-19 Omicron variant.

Non-GAAP Financial Measures

We report our financial results in accordance with GAAP. Our non-GAAP financial measures are provided in addition to, and should not be considered as an alternative to, other performance or liquidity measure 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 ~~two~~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, ~~loss~~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, ~~loss~~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 costs, integration costs, costs related to mergers and acquisitions, ~~separation costs,~~ non-cash equity-based compensation, long-term incentive plan costs, certain corporate costs, fair value movements on ~~earnouts and warrants~~earnout derivative liabilities, foreign currency gains (losses), ~~non-service~~non- service components of net periodic pension benefit (costs) and gains (losses) on disposal of businesses.

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 costs, integration costs, costs related to mergers and acquisitions, ~~separation costs,~~ non-cash equity-based compensation, 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.

~~Table of Contents~~

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;

Table of Contents

●

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 of 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 loss to EBITDA and Adjusted EBITDA.

Three months ended March 31,

(in $ millions)

2023

2022

Net loss

$
(27)

$
(91)

Interest expense

34

19

Benefit from income taxes

(8)

(25)

Depreciation and amortization

46

44

EBITDA

45

(53)

Restructuring ^(a)

23

2

Integration costs ^(b)

8

9

Mergers and acquisitions ^(c)

—

1

Equity-based compensation ^(d)

19

3

Fair value movements on earnout derivative liabilities ^(e)

(3)

—

Other adjustments, net ^(f)

7

10

Adjusted EBITDA

$
99

$
(28)

Net loss Margin

(5)
%

(26)
%
Adjusted EBITDA Margin

17
%

(8)
%

4134

Table of Contents

Set forth below is a reconciliation of ~~net loss to EBITDA and Adjusted EBITDA.~~

Three months ended June 30,

Six months ended June 30,

(in $ millions)

2022

2021

2022

2021

Net loss

$
(2)

$
(55)

$
(93)

$
(169)

Interest expense

24

13

43

24

Benefit from income taxes

(4)

(73)

(29)

(95)

Depreciation and amortization

45

36

89

70

EBITDA

63

(79)

10

(170)

Restructuring charges ^(a)

(5)

(9)

(3)

(9)

Integration costs ^(b)

8

4

17

5

Mergers and acquisitions ^(c)

1

8

2

11

Equity-based compensation ^(d)

5

1

8

1

Fair value movements on earnouts and warrants derivative liabilities ^(e)

(36)

—

(36)

—

Other adjustments, net ^(f)

11

1

21

(2)

Adjusted EBITDA

$
47

$
(74)

$
19

$
(164)

Net loss Margin

—

(36)
%

(11)
%

(61)
%
Adjusted EBITDA Margin

10
%

(48)
%

2
%

(59)
%

~~Set forth below is a reconciliation of~~ total operating expenses to Adjusted Operating Expenses:

Three months ended June 30,

Six months ended June 30,

Three months ended March 31,
(in $ millions)

2022

2021

2022

2021

2023

2022
Total operating expenses

$
505

$
267

$
951

$
522

$
587

$
446
Adjustments:









Depreciation and amortization

(45)

(36)

(89)

(70)

(46)

(44)
Restructuring charges ^(a)

5

9

3

9
Restructuring ^(a)

(23)

(2)
Integration costs ^(b)

(8)

(4)

(17)

(5)

(8)

(9)
Mergers and acquisitions ^(c)

(1)

(8)

(2)

(11)

—

(1)
Equity-based compensation ^(d)

(5)

(1)

(8)

(1)

(19)

(3)
Other adjustments, net ^(f)

(13)

(1)

(23)

(3)

(12)

(10)
Adjusted Operating Expenses

$
438

$
226

$
815

$
441

$
479

$
377
(a) Represents severance and related expenses due to restructuring activities.
(b) Represents expenses related to the integration of businesses acquired.
(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 related to ~~the GBTG/GBT JerseyCo MIP Options.~~equity incentive awards to certain employees.
(e) Represents fair value movements on ~~earnouts and warrants~~earnout derivative liabilities during the periods.
(f)
Adjusted Operating Expenses excludes (i) long-term incentive plan expense of ~~$11~~$7 million and $9 million for the three months ended March 31, 2023 and 2022, respectively, (ii) litigation and professional services costs of $5 million and $1 million for the three months ended ~~June 30,~~March 31, 2023 and 2022, and 2021, respectively, and $20 million and $2 million for the six months ended June 30, 2022 and 2021, respectively (ii) litigation and professional services costs of $2 million and $0 for the three months ended June 30, 2022 and 2021, respectively, and $3 million and $1 million for the six months ended June 30, 2022 and 2021, respectively. Adjusted EBITDA additionally excludes (i) unrealized foreign exchange ~~losses~~ (gains) loss of $0$(6) million and $2 million for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively, and ~~$2 million and $(1) million for the six months ended June 30, 2022 and 2021, respectively~~ (ii) non-service component of our net periodic pension benefit related to our defined benefit pension plans of $2$1 million and $(2) million for ~~each of~~ the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021 and $4 million for each of the six months ended June 30, 2022 and 2021,~~ 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.”

~~Table of Contents~~

Components of Results of Operations

Revenue

We generate revenue in two primary ways — (1) Travel Revenues received from clients and travel suppliers and (2) Product and Professional Services Revenues received from clients, travel suppliers and Network Partners.

Travel Revenues: Travel Revenues include all revenue relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds. The major components of our Travel Revenues are:

●

Client Fees: We typically charge clients transaction fees for arranging travel.

●

Supplier Fees: Travel suppliers pay us for distributing and promoting their content. The mechanism varies by supplier, but the amount is usually a volume-linked fee. This includes fees from the three major ~~GDSs.~~global distribution services providers.

Product and Professional Services Revenues: We receive revenue from clients, travel suppliers and Network Partners for using our platform, products and value-added services.

●

Management Fees: Many clients request a contractually fixed, dedicated staffing pool to serve their travelers for part or all of their business travel. In these cases, we use a cost-recovery-plus-margin pricing structure instead of a transaction fee. Client management resources and overhead allocations are also included in this management fee.

●

Products Revenues: We provide a broad range of business travel management tools used by clients to manage their travel programs. Revenue for these solutions usually takes the form of recurring subscriptions or management fees.

Table of Contents

●

Consulting and Meetings and Events Revenues: Consulting revenues (including outsourcing to us of part, or all, of a client’s travel program management) are usually a fixed fee for delivery of a certain engagement (such as company travel policy design). Meetings and events revenue is based on fees for booking, planning and managing meetings and events.

●

Other Revenues: Other revenues typically include certain marketing and advertising fees from travel suppliers, as well as direct revenues from our Network Partners (excluding certain supplier fees that are indirectly driven by Network Partners’ contribution to aggregate volumes).

Costs and Expenses

Cost of Revenue

Cost of revenue primarily consists of (i) salaries and benefits of our travel counsellors, meetings and events teams and their supporting functions and (ii) the cost of outsourcing resources in transaction processing and the processing costs of online booking tools.

Sales and Marketing

Sales and marketing expenses primarily consists of (i) salaries and benefits of employees in our sales and marketing function and (ii) the expenses for acquiring and maintaining client partnerships, including account management, sales, marketing and consulting, as well as certain other functions that support these efforts.

Technology and Content

Technology and content expenses primarily consists of (i) salaries and benefits of employees engaged in our product and content development, back-end applications, support infrastructure and who maintain security of our networks and (ii) expenses associated with licensing software and information technology maintenance.

~~Table of Contents~~

General and Administrative

General and administrative expenses consists of (i) salaries and benefits of our employees in finance, legal, human resources and administrative support, ~~including expenses associated with the executive non-cash equity plan and long-term incentive plans,~~ (ii) integration expenses related to acquisitions, costs related to mergers and acquisitions primarily related to due diligence, legal and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services fees, legal related costs, and other miscellaneous expenses.

We have incurred, and expect to continue to incur, additional expenses as we grow our operations as a newly public company, including higher legal, corporate insurance, accounting and auditing expenses, and the additional costs of enhancing and maintaining our internal control environment through the adoption of new corporate policies. We also expect that general and administrative expenses will continue to increase in absolute dollars as we expand our operations.

~~Results~~36

Table of ~~Operations~~Contents

Three Months Ended ~~June 30, 2022~~March 31, 2023 Compared to Three Months Ended ~~June 30, 2021~~March 31, 2022

The following is a discussion of our results of the consolidated statements of operations for the three months ended ~~June 30, 2022~~March 31, 2023 and ~~2021:~~2022:


	Three months ended				Change				Three months ended				Change
	June 30,				favorable/(unfavorable)				March 31,				favorable/(unfavorable)
(in $ millions)	2022		2021		$		%		2023		2022		$		%
Revenue	$	486	$	153	$	333	217	%	$	578	$	350	$	228	65	%
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)		199		95		(104)	(110)	%		241		173		(68)	(40)	%
Sales and marketing		82		45		(37)	(78)	%		103		74		(29)	(38)	%
Technology and content		95		59		(36)	(61)	%		98		90		(8)	(9)	%
General and administrative		89		41		(48)	(114)	%		76		63		(13)	(17)	%
Restructuring charges		(5)		(9)		(4)	(53)	%		23		2		(21)	n/m
Depreciation and amortization		45		36		(9)	(27)	%		46		44		(2)	(6)	%
Total operating expenses		505		267		(238)	(88)	%		587		446		(141)	(32)	%
Operating loss		(19)		(114)		95	84	%		(9)		(96)		87	91	%
Interest expense		(24)		(13)		(11)	(83)	%		(34)		(19)		(15)	(75)	%
Fair value movements on earnouts and warrants derivative liabilities		36		—		36	n/m
Fair value movements on earnout derivative liabilities										3		—		3	n/m
Other income, net		2		—		2	n/m			5		—		5	n/m
Loss before income taxes and share of losses from equity method investments		(5)		(127)		122	96	%		(35)		(115)		80	69	%
Benefit from income taxes		4		73		(69)	(94)	%		8		25		(17)	(66)	%
Share of losses from equity method investments		(1)		(1)		—	—			—		(1)		1	88	%
Net loss	$	(2)	$	(55)	$	53	97	%	$	(27)	$	(91)	$	64	70	%

n/m — percentage calculated not meaningful

Revenues


	Three months ended				Change				Three months ended				Change
	June 30,				favorable/(unfavorable)				March 31,				favorable/(unfavorable)
(in $ millions)	2022		2021		$		%		2023		2022		$		%
Travel revenue	$	388	$	79	$	309	387	%	$	467		257	$	210	82	%
Products and professional services revenue		98		74		24	33	%		111		93		18	19	%
Total revenue	$	486	$	153	$	333	217	%	$	578		350	$	228	65	%

For the three months ended ~~June 30, 2022,~~March 31, 2023, our total revenue increased by ~~$333~~$228 million, or ~~217%~~65%, primarily due to ~~incremental revenue resulting from~~increase in volume driven by the ~~Egencia consolidation and recovery~~lifting of travel restrictions that were introduced by governments in ~~both~~ response to Omicron variant of COVID-19, during the three months ended March 31, 2022. Revenue yield during the three months ended March 31, 2023 was 7.8%. Yield is calculated as TTV divided by total revenue.

Travel Revenue increased by $210 million, or 82%, primarily due to Transaction Growth as travel restrictions that were introduced by governments, in response to Omicron variant of COVID-19, during the three months ended March 31, 2022 were lifted.

Product and ~~Products &~~ Professional Services ~~revenue.~~Revenue increased $18 million, or 19%, primarily due to increased management fees and meetings and events revenue driven by strengthened demand.

Cost of Revenue

Three months ended

Change

March 31,

favorable/(unfavorable)

(in $ millions)

2023

2022

$

%

Cost of revenue (excluding depreciation and amortization)

$
241

$
173

$
(68)

(40)
%

4437

Table of Contents

Travel Revenue increased by $309 million, or 387%, due to (i) incremental revenue of $104 million resulting from the Egencia consolidation, (ii) $211 million resulting from Transaction Growth driven by the recovery in travel from the COVID-19 pandemic, and (iii) adverse foreign currency translation impact of $6 million.

Product and Professional Services Revenue increased $24 million, or 33%, primarily due to (i) $19 million of increased management fees and meetings and events revenue as increasingly relaxed COVID-19 restrictions drove increased business meetings and (ii) $2 million resulting from the Egencia consolidation.

~~Cost of Revenue~~

Three months ended

Change

June 30,

favorable/(unfavorable)

(in $ millions)

2022

2021

$

%

Cost of revenue (excluding depreciation and amortization)

$
199

$
95

$
(104)

(110)
%

For the three months ended ~~June 30, 2022,~~March 31, 2023, cost of revenue increased by ~~104~~$68 million, or ~~110%~~40%, primarily due to ~~additional cost of revenue resulting from Egencia consolidation and~~ increase in ~~both salaries and benefits expenses and other cost~~volume driven by the lifting of ~~revenue.~~travel restrictions that were introduced by governments, in response to Omicron variant of COVID-19, during the three months ended March 31, 2022.
Salaries and benefits expenses related to cost of revenue increased by ~~$72~~$38 million, or ~~91%~~28%, ~~primarily~~ due to (i) an increase in the number of travel care employees employed to meet the increased ~~travel demand as the recovery in business travel from the COVID-19 pandemic continues~~transactions resulting in an additional ~~$41~~$33 million of ~~salaries~~expense, and ~~benefits,~~ (ii) ~~$20 million incremental salaries and benefits resulting from Egencia consolidation and (iii)~~ a decrease in government funds of $9$5 million received ~~from governments~~ in connection with programs designed to minimize employment losses related to the COVID-19 pandemic, which were recorded as a reduction of salaries and benefits ~~expenses.~~expenses during the three months ended March 31, 2022.
Other cost of revenue increased by ~~$32~~$30 million, or ~~206%~~83%, primarily due to ~~(i) inclusion of $18 million of other cost of revenue resulting from Egencia consolidation and (ii)~~an increase in ~~vendor~~data processing costs and merchant and professional fees to meet the increase in transaction volume driven by the recovery from the COVID-19 pandemic.
Sales and Marketing

Three months ended

Change

Three months ended

Change

June 30,

favorable/(unfavorable)

March 31,

favorable/(unfavorable)

(in $ millions)

2022

2021

$

%


2023

2022

$

%

Sales and marketing

$
82

$
45

$
(37)

(78)
%

$
103

$
74

$
(29)

(38)
%

For the three months ended ~~June 30, 2022,~~March 31, 2023, sales and marketing expenses increased by ~~$37~~$29 million, or ~~78%~~38%, primarily due to ~~additional sales and marketing cost resulting from Egencia consolidation and~~ increase in ~~both, salaries and benefits expenses and other sales and marketing costs.~~volume driven by the lifting of travel restrictions that were introduced by governments, in response to Omicron variant of COVID-19, during the three months ended March 31, 2022.
Salaries and benefits expenses related to sales and marketing increased by ~~$28~~$22 million, or ~~70%~~35%, ~~primarily~~ due to ~~$16 million of incremental~~(i) increase in salaries and benefits, ~~resulting from Egencia consolidation and (ii) $8 million increase primarily~~including employee incentive costs, due to ~~the restoration~~hiring of ~~full salaries~~additional personnel to manage and benefits during the three months ended June 30, 2022 compared to reduced salaries and benefits resulting from mandatory salary reductions that were in place during the three months ended June 30, 2021,support our sales growth, (ii) an increase of non-cash equity incentive expense of $6 million and (iii) a decrease in government funds of $2$3 million received ~~from governments~~ in connection with programs designed to minimize employment losses related to the COVID-19 pandemic, which were recorded as a reduction of salaries and ~~benefits.~~benefits expenses during the three months ended March 31, 2022.
Other sales and marketing expenses increased by $9$7 million, or ~~129%~~58%, primarily due to ~~Egencia consolidation.~~incremental spend to meet the increase in transaction volume driven by the recovery from the COVID-19 pandemic.
Technology and Content

Three months ended

Change

Three months ended

Change

June 30,

favorable/(unfavorable)

March 31,

favorable/(unfavorable)

(in $ millions)

2022

2021

$

%


2023

2022

$

%

Technology and content

$
95

$
59

$
(36)

(61)
%

$
98

$
90

$
(8)

(9)
%

For the three months ended March 31, 2023, technology and content costs increased by $8 million, or 9%, primarily due to increase in volume driven by the lifting of travel restrictions that were introduced by governments, in response to Omicron variant of COVID-19, during the three months ended March 31, 2022.
Salaries and benefits expenses related to technology and content increased by $6 million, or 15%, primarily due to (i) increase in the salaries and benefits, including employee incentive costs, due to hiring of additional personnel to manage and support the increase in transaction volume, and (ii) an increase of non-cash equity incentives of $3 million.
Other technology and content costs increased marginally by $2 million, or 4%.
General and Administrative

Three months ended

Change

March 31,

favorable/ (unfavorable)

(in $ millions)

2023

2022

$

%

General and administrative

$
76

$
63

$
(13)

(17)
%

4538

Table of Contents

For the three months ended June 30, 2022, technology and content costs increased by $36 million, or 61%, due to additional technology and content costs resulting from Egencia consolidation and increases in both, salaries and benefits expenses and other technology and content costs.

Salaries and benefits expenses related to technology and content increased by $21 million, or 72%, primarily due to (i) $15 million of incremental salaries and benefits resulting from Egencia consolidation and (ii) $4 million increase due to the restoration of full salaries and benefits during the three months ended June 30, 2022 compared to reduced salaries and benefits resulting from the mandatory salary reductions that were in place during the three months ended June 30, 2021.

Other technology and content costs increased by $15 million, or 50%, primarily due to (i) $7 million increase resulting from Egencia consolidation and (ii) $6 million increase primarily driven by higher platform usage costs as a result of volume increases.

~~General and Administrative~~

Three months ended

Change

June 30,

(favorable/unfavorable)

(in $ millions)

2022

2021

$

%

General and administrative

$
89

$
41

$
(48)

(114)
%

~~For the three months ended June 30, 2022,~~March 31, 2023, general and administrative expenses increased by ~~$48~~$13 million, or ~~114%~~17%, due to ~~additional general and administrative costs resulting from Egencia consolidation and increase~~increases in both salaries and benefits expenses and other general and administrative costs.
Salaries and benefits expenses related to general and administrative increased by ~~$28~~$3 million, or ~~140%~~6%, primarily due to ~~incremental salaries and benefits~~increase of ~~$12 million resulting from Egencia consolidation and (ii) $10 million related to management incentive plans.~~non-cash equity incentives.
Other general and administrative expenses increased by ~~$20~~$10 million, or ~~90%~~33%, primarily due to ~~$17~~increase in head office costs including professional fees, facilities, data processing and certain other corporate expenses.
Restructuring charges
For the three months ended March 31, 2023, restructuring charges of $23 million primarily related to severance and related benefits costs resulting from ~~Egencia consolidation.~~a reduction in workforce on account of changes to our internal operating model.
Depreciation and Amortization
For the three months ended ~~June 30, 2022,~~March 31, 2023, depreciation and amortization increased marginally by $9$2 million, or 27%, primarily due to additional depreciation and amortization resulting from Egencia acquisition, including due to higher fair value of property and equipment and additional other intangible assets, recognized from purchase price allocation upon Egencia acquisition.6%.
Interest Expense
For the three months ended ~~June 30, 2022,~~March 31, 2023, interest expense increased by ~~$11~~$15 million, or ~~83%~~75%, primarily due to higher amount of outstanding term loan debt and higher interest rates during the three months ended ~~June 30, 2022~~March 31, 2023 compared to the three months ended ~~June 30, 2021.~~March 31, 2022, partially offset by the benefit resulting from interest rate swaps.
Fair Value Movements on ~~Earnouts and Warrants~~Earnout Derivative Liabilities
During the three months ended ~~June 30, 2022,~~March 31, 2023, the fair value movement of our derivative liabilities related to our non-employee ~~Earnout Shares and warrants (see note 14 -~~ ~~Warrants~~ ~~and note 15 -~~ ~~Earnout Shares~~ ~~to our interim consolidated financial statements included in this Quarterly Report) decreased by $36 million resulting~~earnout shares resulted in a credit of $3 million to our consolidated statement of operations.
Other Income, net
For the three months ended ~~June 30, 2022,~~March 31, 2023, other income, net, increased by $2$5 million primarily due to ~~improved~~favorable changes in foreign exchange ~~gains compared~~rates, offset by increased costs related to ~~three months ended June 30, 2021.~~

~~Table~~non-service components of ~~Contents~~net periodic pension cost.

Benefit from Income Taxes

GBT JerseyCo is tax resident in the U.K. and is treated as a partnership for U.S. federal income tax purposes. As a partnership, GBT JerseyCo is itself generally not subject to U.S. federal income tax under current U.S. tax laws, and any taxable income or loss is passed through and included in the taxable income or loss of its members, including GBTG. GBTG is subject to U.S. federal income taxes with respect to its distributive share of the net taxable income or loss and any related tax credits of GBT JerseyCo. We are also subject to taxes for GBTG on a standalone basis in respect of any taxable gains or losses and deferred taxes related to its investment in GBT JerseyCo.

We are subject to taxes in the different jurisdictions in which we operate. Our effective tax rate differs from the statutory tax rate of 21% primarily due to different jurisdictional tax rates, together with the impact of permanent differences and GBTG’s incremental layer of taxation due to our Up-C structure. For the three months ended ~~June 30, 2022, the~~March 31, 2023, our effective tax rate was 23.88% resulting in income tax benefit of $4$8 million that was primarily in relation to the pre-tax loss arising in GBT JerseyCo. ~~In addition, there were non-taxable fair value movements~~The impact on ~~Earnout Shares~~the effective tax rate of any permanent items and ~~warrants~~GBTG’s standalone tax position is more significant in the period ~~which increased~~as the ~~effective tax rate. Further, our~~pre-tax loss is lower in 2023 than 2022. Our effective income tax rate for the three months ended ~~June 30, 2021~~March 31, 2022 was ~~56%~~21.74%, primarily due to ~~the change in U.K.’s enacted tax rates from 19% to 25%, in the second quarter of 2021, and which becomes effective from April 2023. As a result of change in the enacted tax~~country rate ~~the deferred tax assets and liabilities were remeasured in the second quarter of 2021, that resulted in recognition of additional deferred tax benefit of $35 million.~~

~~Six Months Ended June 30, 2022 Compared to Six Months Ended June 30, 2021~~differentials.

~~The following table summarizes our consolidated statements of operations for~~We believe we are well positioned to monetize both the ~~six months ended June 30, 2022~~historical and ~~2021:~~

Six months ended

Change

June 30,

Favorable/unfavorable

(in $ millions)

2022

2021

$

%

Revenue

$
836

$
279

$
557

200
%
Costs and expenses:

Cost of revenue (excluding depreciation and amortization shown separately below)

372

177

(195)

(110)
%
Sales and marketing

154

88

(66)

(74)
%
Technology and content

185

116

(69)

(60)
%
General and administrative

154

80

(74)

(92)
%
Restructuring charges

(3)

(9)

(6)

(70)
%
Depreciation and amortization

89

70

(19)

(27)
%
Total operating expenses

951

522

(429)

(82)
%
Operating loss

(115)

(243)

128

53
%
Interest expense

(43)

(24)

(19)

(80)
%
Fair value movements on earnouts and warrants derivative liabilities

36

—

36

n/m

Other income, net

2

5

(3)

(56)
%
Loss before income taxes and share of losses from equity method investments

(120)

(262)

142

54
%
Benefit from income taxes

29

95

(66)

(69)
%
Share of losses from equity method investments

(2)

(2)

—

(15)
%
Net loss

$
(93)

$
(169)

$
76

45
%

~~Revenues~~


Six months ended

Change

June 30,

favorable/(unfavorable)

(in $ millions)

2022

2021

$

%

Travel revenue

$
645

$
141

$
504

357
%
Products and professional services revenue

191

138

53

39
%
Total revenue

$
836

$
279

$
557

200
%

~~For the six months ended June 30, 2022, our total revenue increased by $557 million, or 200%, due to incremental revenue resulting from the Egencia consolidation and recovery~~additional tax benefits in ~~both Travel Revenue and Products & Professional Services revenue.~~
Travel Revenue increased by $504 million, or 357%, due to (i) incremental revenue of $168 million resulting from the Egencia consolidation and (ii) $343 million resulting from Transaction Growth driven by the recovery in travel from the COVID-19 pandemic, and (iii) adverse foreign currency translation impact of $7 million.future periods.

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Product and Professional Services Revenue increased $53 million, or 39%, primarily due to (i) $42 million of increased management fees and meetings and events revenue as increasingly relaxed COVID-19 restrictions drove increased business meetings and (ii) $5 million resulting from the Egencia consolidation.

~~Cost of Revenue~~

Six months ended

Change

June 30,

favorable / (unfavorable)

(in $ millions)

2022

2021

$

%

Cost of revenue (excluding depreciation and amortization)

$
372

$
177

$
(195)

(110)
%

For the six months ended June 30, 2022, cost of revenue increased by $195 million, or 110%, due to additional cost of revenue resulting from Egencia consolidation and increase in both salaries and benefits expenses and other cost of revenue.
Salaries and benefits expenses related to cost of revenue increased by $142 million, or 97%, primarily due to (i) increase in the number of travel care employees employed to meet the increased travel demand as the recovery in business travel from the COVID-19 pandemic continues resulting in additional $79 million of salaries and benefits, (ii) $37 million incremental salaries and benefits resulting from Egencia consolidation and (iii) a decrease in funds of $21 million received from governments in connection with programs designed to minimize employment losses related to the COVID-19 pandemic, which were recorded as a reduction of salaries and benefits expenses.
Other cost of revenue increased by $53 million, or 174%, primarily due to (i) inclusion of $31 million of other cost of revenue resulting from Egencia consolidation and (ii) an increase in vendor costs to meet the increase in transaction volume driven by the recovery from the COVID-19 pandemic.
~~Sales and Marketing~~


Six months ended

Change

June 30,

favorable / (unfavorable)

(in $ millions)

2022

2021

$

%

Sales and marketing

$
154

$
88

$
(66)

(74)
%

For the six months ended June 30, 2022, sales and marketing expenses increased by $66 million, or 74%, due to additional sales and marketing cost resulting from Egencia consolidation and increase in both, salaries and benefits expenses and other sales and marketing costs.
Salaries and benefits expenses related to sales and marketing increased by $55 million, or 72%, primarily due to (i) $33 million of incremental salaries and benefits resulting from Egencia consolidation and (ii) $17 million increase primarily due to the restoration of full salaries and benefits during the six months ended June 30, 2022, compared to reduced salaries and benefits resulting from mandatory salary reductions that were in place during the six months ended June 30, 2021 and (iii) a decrease in funds of $2 million received from governments in connection with programs designed to minimize employment losses related to the COVID-19 pandemic, which were recorded as a reduction of salaries and benefits.
~~Other sales and marketing expenses increased by $11 million, or 86%, primarily due to Egencia consolidation.~~
~~Technology and Content~~


Six months ended

Change

June 30,

(favorable / unfavorable)

(in $ millions)

2022

2021

$

%

Technology and content

$
185

$
116

$
(69)

(60)
%

For the six months ended June 30, 2022, technology and content increased by $69 million, or 60%, due to additional technology and content costs resulting from Egencia consolidation and increases in both, salaries and benefits expenses and other technology and content costs.

~~Table of Contents~~

Salaries and benefits expenses related to technology and content increased by $37 million, or 65%, primarily due to (i) $25 million of incremental salaries and benefits resulting from Egencia consolidation and (ii) $10 million increase due to the restoration of full salaries and benefits during the six months ended June 30, 2022 compared to reduced salaries and benefits resulting from the mandatory salary reductions that were in place during the six months ended June 30, 2021.

Other technology and content costs increased by $32 million, or 55%, due to (i) $17 million increase resulting from Egencia consolidation and (ii) $16 million increase primarily driven by higher platform usage costs as volume increases.

~~General and Administrative~~

Six months ended

Change

June 30,

Favorable / (unfavorable)

(in $ millions)

2022

2021

$

%

General and administrative

$
154

$
80

$
(74)

(92)
%

For the six months ended June 30, 2022, general and administrative expenses increased by $74 million, or 92%, due to additional general and administrative costs resulting from Egencia consolidation and increase in both, salaries and benefits expenses and other general and administrative costs.
Salaries and benefits expenses related to general and administrative increased by $43 million, or 98%, primarily due to incremental salaries and benefits of $25 million resulting from the Egencia consolidation and (ii) $18 million related to management incentive plans.
~~Other general and administrative expenses increased by $31 million, or 85%, primarily due to Egencia consolidation.~~
~~Depreciation and Amortization~~
For the six months ended June 30, 2022, depreciation and amortization increased by $19 million, or 27%, primarily due to additional depreciation and amortization resulting from Egencia acquisition, including due to higher fair value of property and equipment and additional other intangible assets, recognized from purchase price allocation upon Egencia acquisition.
~~Interest Expense~~
For the six months ended June 30, 2022, interest expense increased by $19 million, or 80%. The increase was primarily due higher amount of outstanding term loan debt and higher interest rates during the six months ended June 30, 2022 compared to the six months ended June 30, 2021.
~~Fair Value Movements on Earnouts and Warrants Derivative Liabilities~~
During the six months ended June 30, 2022, the fair value of our derivative liabilities related to our non-employee Earnout Shares and warrants decreased by $36 million resulting in a credit to our consolidated statement of operations.
~~Other Income, net~~
~~For the six months ended June 30, 2022, other income, net, decreased by $3 million or 56%, due to adverse changes in foreign exchange rates.~~
~~Benefit from Income Taxes~~
~~As mentioned earlier, we operate our business through an Up-C structure.~~
For the six months ended June 30, 2022, our income tax benefit was $29 million, at an effective tax rate of 25% compared to statutory tax rate of 21%, primarily due to non-taxability of fair value movements of Earnout Shares and warrants. Further, our effective income tax rate for the six months ended June 30, 2021 was 37%, primarily due to the change in U.K.’s enacted tax rates as discussed above.

~~Table of Contents~~

Liquidity and Capital Resources

Our principal sources of liquidity are typically cash flows generated from operations, cash available under the credit facilities under the senior secured credit agreement as well as cash and cash ~~equivalents~~equivalent balances on hand. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, our cash and cash equivalent balances were ~~$446~~$320 million and ~~$516~~$303 million, respectively. During the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, our net cash used in operating activities was $77 million and ~~2021,~~$154 million, respectively, and our Free Cash Flow was ~~$(351)~~$(109) million and ~~$(254)~~$(175) 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). The $50 million senior secured revolving credit facility remained undrawn at ~~June 30, 2022.~~March 31, 2023.

~~On May 27, 2022,~~In January 2023, we ~~completed~~amended our ~~Business Combination. After giving effect to payments of certain transaction expenses~~senior secured credit facility and redemption of GBT JerseyCo preferred shares of $168 million (including accrued dividends until the closing date), we received net proceeds of $128 million upon closing. Further, during the three months ended June 30, 2022, we borrowed aan additional principal amount of ~~$200~~$135 million ofunder a new senior secured tranche ~~B-3~~B-4 term ~~loans under the Tranche B-3 Delayed Draw Term Loan Facility.~~loan facility (see note 10 – Long-term Debt).

We believe ~~based~~our liquidity is important given the limited ability to predict our future financial performance due to the uncertainty associated with the COVID-19 pandemic and potential economic slowdown due to prevailing adverse macro-economic conditions. Since March 2020, we have taken several measures to preserve our liquidity, including initiating a business response plan to the COVID-19 pandemic (voluntary and involuntary redundancies, flexible workings, mandatory pay reductions, consolidating facilities, etc.), and entering into several financial transactions, including debt financing / refinancing transactions and the consummation of the Business Combination. We further continue to explore other capital market transactions, process rationalizations and cost reduction measures to improve our liquidity position.

Based on our current operating plan, ~~that our~~ existing cash and cash equivalents, ~~together~~recovery of business travel indicated by recent volume trends, our mitigation measures taken or planned to strengthen our liquidity and financial position, along with ~~the senior secured revolving credit facility~~our available funding capacity and cash flows from ~~operating activities, will be sufficient~~operations, we believe we have adequate liquidity to meet ~~our anticipated cash~~the future operating, investing and financing needs of the business for ~~working capital, financial liabilities, capital expenditures and business expansion for at least the next 12~~a minimum period of twelve months. 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. If we elect to pursue any such investments, 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. Furthermore, we cannot assure you that we would be able to satisfy or obtain a waiver of applicable borrowing conditions for borrowing additional amounts under the unused commitments under the senior secured credit agreement in the future. In addition, utilization of the senior secured revolving credit facility may be effectively limited ~~as of~~to the ~~end of any fiscal quarter if~~extent we are unable to comply with the ~~leverage-based~~additional borrowing conditions that apply during the suspension period or with the leverage-and liquidity-based financial covenant requirements for such facility contained in the senior secured credit agreement when required.

Cash Flows

The following table summarizes our cash flows for the periods indicated:


	Six months ended				Change		Three months ended				Change
	June 30,				favorable / (unfavorable)		March 31,				favorable / (unfavorable)
(in $ millions)	2022		2021		$		2023		2022		$
Net cash used in operating activities	$	(309)	$	(236)	$	(73)	$	(77)	$	(154)	$	77
Net cash used in investing activities		(42)		(71)		29		(32)		(21)		(11)
Net cash from financing activities		298		187		111
Net cash from (used in) financing activities								122		(7)		129
Effect of exchange rate changes on cash, cash equivalents and restricted cash		(16)		(1)		(15)		4		(3)		7
Net decrease in cash, cash equivalents and restricted cash	$	(69)	$	(121)	$	52
Net increase (decrease) in cash, cash equivalents and restricted cash							$	17	$	(185)	$	202

Cash Flows for the ~~Six~~Three Months Ended ~~June 30, 2022~~March 31, 2023 Compared to the ~~Six~~Three Months Ended ~~June 30, 2021~~March 31, 2022

As of ~~June 30, 2022,~~March 31, 2023, we had ~~$456~~$333 million of cash, cash equivalents and restricted cash, ~~a decrease~~an increase of ~~$69~~$17 million compared to December 31, ~~2021.~~2022. The following discussion summarizes changes to our cash flows from operating, investing and financing activities for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 compared to the ~~six~~three months ended ~~Jun 30, 2021.~~

~~Operating Activities~~

For the six months ended June 30, 2022, net cash used in operating activities was $309 million compared to $236 million for the six months ended June 30, 2021. The increase in cash used in operating activities of $73 million was primarily due to $229 million increased cash usage for working capital as business recovery from the COVID-19 pandemic continued, partially offset by a decrease of $128 million in operating loss.March 31, 2022.

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Operating Activities

For the three months ended March 31, 2023, net cash used in operating activities was $77 million compared to $154 million for the three months ended March 31, 2022. The increase in cash flows from operating activities of $77 million was primarily due to reduced net losses before considering non-cash charges offset by higher cash interest paid and increased usage of working capital.

Investing Activities

During the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023, cash used in investing activities ~~of $42~~increased by $11 million ~~was related~~due to ~~purchase of property and equipment. Cash used~~increased investments in investing activities for the six months ended June 30, 2021 of $71 million consisted of cash consideration of $53 million paid for the acquisition of the Ovation travel business and $18 million used for the purchase of property and equipment.

Financing Activities

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, net cash from financing activities of ~~$298~~$122 million was primarily due to: (i) ~~$269 million of proceeds from the Business Combination and (ii) $200~~$131 million of proceeds received from ~~delayed draw term loans borrowed~~borrowings under the senior secured tranche ~~B-3~~B-4 term loan facilities, net of discount, partially offset by ~~(iii) $168~~(ii) $3 million redemption of preferred share capital, including dividends accrued thereon. During the six months ended June 30, 2021, net cash from financing activities of $187 million primarily consisted of: (i) $100 million of gross cash proceeds received from term loans borrowed pursuant to the senior secured prior tranche B-2 term loan facility, (ii) $100 million of proceeds received from the issuance of preferred shares, partially, offset by: (iii) $12 million cash outflows for payment of lender fees and issuance costs for senior secured term loans facilities and repayment of principal amount of senior secured term loans and finance leases, and (iii) $8 million cash paid for taxes withheld upon vesting / exercise of equity awards. During the three months ended March 31, 2022, net cash used in financing activities of $7 million was due to $4 million of costs related to the Business Combination transaction and $3 million of repayment of a finance lease obligation and principal amount of quarterly term loan ~~installment.~~installment under the senior secured 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 flows 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 flows 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 flows from operating activities as a measure of liquidity.

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


	Six months ended				Change		Three months ended				Change
	June 30,				favorable /		March 31,				favorable /
(in $ millions)	2022		2021		(unfavorable)		2023		2022		(unfavorable)
Net cash used in operating activities	$	(309)	$	(236)	$	(73)	$	(77)	$	(154)	$	77
Less: Purchase of property and equipment		(42)		(18)		(24)		(32)		(21)		(11)
Free Cash Flow	$	(351)	$	(254)	$	(97)	$	(109)	$	(175)	$	66

For the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, Free Cash Flow was ~~$(351)~~$ (109) million compared to Free Cash Flow of ~~$(254)~~$(175) million for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022. The ~~additional usage~~improvement of ~~$97~~$66 million was due to ~~$73~~a $77 million ~~increase~~decrease in net cash used in operating activities as discussed above, ~~and~~offset by an increase of ~~$24~~$11 million of cash outflows related to purchases of property and equipment.

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Net Debt

The following table summarizes our Net Debt position as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:


	As of
(in $ millions)	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Senior Secured Credit Agreement
Principal amount of senior secured initial term loans (Maturity – August 2025)⁽¹⁾	$	241	$	242	$	239	$	239
Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026)⁽²⁾		1,000		800		1,000		1,000
Principal amount of senior secured revolving credit facility (Maturity – August 2023)⁽³⁾		—		—
Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026)⁽³⁾						135		—
Principal amount of senior secured revolving credit facility (Maturity – September 2026)⁽⁴⁾						—		—
Other borrowings						2		—
		1,241		1,042		1,376		1,239
Less: Unamortized debt discount and debt issuance costs		(20)		(19)		(21)		(17)
Total debt, net of unamortized debt discount and debt issuance costs		1,221		1,023		1,355		1,222
Less: Cash and cash equivalents		(446)		(516)		(320)		(303)
Net Debt	$	775	$	507	$	1,035	$	919

(1)	Stated interest rate of LIBOR + 2.50% as of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021.~~2022.

(2)	Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of March 31, 2023 and LIBOR + 6.50% (with a LIBOR floor of 1.00%) as of ~~June 30, 2022 and~~ December 31, ~~2021.~~2022.

(3)	Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of March 31, 2023.

(4)

We define Net Debt as total debt outstanding consisting of the current and non-current portion of long-term debt (defined as debt (excluding operating lease liabilities) with original contractual maturity dates of one year or greater), 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.

Total debt, net of unamortized debt discount and debt issuance costs, was ~~$1,221~~$1,355 million as of ~~June 30, 2022~~March 31, 2023 and ~~$1,023~~$1,222 million as of December 31, ~~2021.~~2022. As of ~~June 30, 2022,~~March 31, 2023, Net Debt was ~~$775~~$1,035 million compared to Net Debt of ~~$507~~$919 million as of December 31, ~~2021.~~2022. The increase in Net Debt of ~~$268~~$116 million was primarily driven by ~~$200~~$135 million of additional principal amount of senior secured tranche ~~B-3~~B-4 term loans borrowed during the ~~six~~three months ended ~~June 30, 2022 and~~March 31, 2023 (see note 10 – Long-term Debt), offset by a ~~$70~~$17 million ~~decrease~~increase in cash and cash equivalent balance as of ~~June 30, 2022~~March 31, 2023 compared to December 31, ~~2021.~~2022.

As of ~~June 30, 2022,~~March 31, 2023, we were in compliance with all applicable covenants under the senior secured credit agreement.

Contractual Obligations and Commitments

~~During the six months ended June 30, 2022,~~In January 2023, we ~~borrowed a~~obtained an additional $135 million principal amount of ~~$200 million of senior secured~~tranche B-4 term loans and our benchmark interest rates on tranche B-3 term loans ~~under~~were changed from LIBOR to SOFR, along with changes to margins. As a result, as of March 31, 2023, our total debt obligation, including interest, was $1,911 million, with $154 million due within the ~~Tranche B-3 Delayed Draw Term Loan Facility. Other than~~next 12 months. Interest on the term loan is based on the LIBOR / SOFR plus applicable margin and excludes the effect of interest rate swaps. For purposes of this disclosure, we have used LIBOR / SOFR and margin rates as of March 31, 2023 for all future periods.

Table of Contents

Apart from above, there has been no material change to our contractual obligations and commitments as compared to those disclosed in our ~~Registration Statement.~~Annual Report on Form 10-K.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included in this ~~Report~~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.

~~Table of Contents~~

As discussed earlier in “Key Factors Affecting Our Results of Operations – Impact of the COVID-19 Pandemic,” the COVID-19 pandemic has created and may continue to create significant uncertainty in macroeconomic conditions, which may cause further business disruptions and adversely impact our results of operations. As a result, many of our estimates and assumptions required increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, our estimates may change materially in future periods.

~~Further, upon closing of~~For the Business Combination, we account for the Earnout Shares and private warrants at fair value using Monte Carlo option pricing model and Black Scholes model, respectively. These valuations require significant use of assumptions, including relatedthree months ended March 31, 2023, there were no material changes to ~~volatility, risk free interest rate, and expected terms. We are required to estimate these assumptions and utilize third party specialists for their valuation. Changes in such assumptions~~our critical accounting policies and estimates ~~can have a significant impact~~presented in our Annual Report on ~~our consolidated statement of operations. See note 14 –~~ ~~Warrants~~~~, note 15 –~~ ~~Earnout Shares~~ ~~and note 20 –~~ ~~Fair Value Measurements~~ ~~of our consolidated financial statements included in this~~ Form ~~10-Q for further information.~~

10-K. For additional information about our ~~other~~ 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 ~~Registration Statement.~~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 to our consolidated financial statements included in this Form 10-Q.

~~Emerging Growth Company Status~~

In April 2012, the JOBS Act was enacted. Section 107(b) of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the extended transition period to comply with new or revised accounting standards and to adopt certain of the reduced disclosure requirements available to emerging growth companies. As a result of the accounting standards election, we are not subject to the same implementation timeline for new or revised accounting standards as other public companies that are not emerging growth companies which may make comparison of our financials to those of other public companies more difficult.

We may also take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act so long as we qualify as an emerging growth company, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation, and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.

We will lose our emerging growth company status and become subject to the SEC’s internal control over financial reporting management and auditor attestation requirements upon the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Closing Date, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which requires the market value of our common stock that is held by non-affiliates to equal or exceed $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non- convertible debt during the prior three (3)-year period.

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, foreign currency exchange rates and inflation. We manage our exposure to interest rate risk by entering into derivative financial instruments for a portion of principal amount of our debt and our exposure to foreign currency exchange rates risk 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. ~~Such fluctuations~~We do not engage in trading, market making or other speculative activities in the derivatives markets to ~~date have not been significant.~~manage these risks.

53Except as discussed below, there were no material changes in our market risk during the three months ended March 31, 2023. For additional information, see Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk in our Annual Report on Form 10-K.

~~Table of Contents~~

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. Interest rate risk is the exposure to loss resulting from changes in the level of interest rates and the spread between different interest rates. We are exposed to market risk from changes in interest rates on debt, which bears interest at variable rates. Interest rate risk is highly sensitive due to many factors, including U.S. monetary and tax policies, U.S. and international economic factors and other factors beyond our control. Our debt has floating interest ~~rates. We~~rates and we are exposed to changes in ~~the level of~~such floating interest ~~rates and to changes in the relationship or spread between interest rates for our floating rate debt.~~rates. We have interest rate risk primarily related to borrowings under the senior secured credit agreement, which bear interest at a variable rate tied to LIBOR, SOFR or the applicable base rate plus a margin (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable), and, during certain periods, the margin applicable to certain term loan facilities thereunder will be based on a pricing grid that varies with the total leverage ratio (calculated in a manner set forth in the senior secured credit agreement). Therefore, increases in interest rates may reduce our net income or increase our net loss by increasing the cost of debt. As of ~~June 30, 2022, $1,221~~

Table of Contents

March 31, 2023, $1,353 million of senior secured term loans were outstanding under the senior secured credit agreement, net of unamortized debt discount and unamortized debt issuance costs, and no borrowings or letters of credit were outstanding under the senior secured revolving credit facility as of such date.

Based on the outstanding debt under the senior secured credit agreement as of ~~June 30, 2022,~~March 31, 2023, and assuming that our mix of debt instruments and other variables remain unchanged, ~~and excluding any~~but including the impact of expected receipts or payments of cash flows resulting from ~~any~~ interest rate swap ~~contract~~contracts, a hypothetical 100 basis points increase or decrease in LIBOR / SOFR would have increased or decreased our interest expense by ~~$12~~$5 million on an annualized basis. In February 2022, we entered into an interest rate swap for a notional amount of $600 million of debt for a period covering from March 2022 to March 2025 to hedge against ~~any~~ future increases in the benchmark rate for the senior secured tranche B-3 term loan facilities. The terms of such swap were initially linked to LIBOR as the benchmark rate, with an adjusted SOFR-based rate replacing LIBOR as the benchmark rate for such swap commencing in June 2023. In June 2022, we terminated this February 2022 interest rate swap contract and realized $23 million of ~~cash~~cash. We simultaneously ~~entering~~entered into ~~a similar~~another swap contract with substantially the same terms and conditions as the February 2022 swap, except the fixed interest rate component was changed. In March 2023, we amended the terms to change the reference rate for the variable leg from LIBOR to SOFR to match the reference rate on the underlying debt that was amended January 2023, and that is being hedged. Further, the interest rate on the fixed leg of the interest rate swap changed from 3.6858% to 3.6800%. The interest rate swap continues to be designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR exceeds 3.6800%.

In order to further hedge against future increases in the benchmark rate for the senior secured tranche B-3 term loan facilities, in February 2023, we entered into another interest rate swap agreement for a notional amount of $300 million of debt for a period covering from March 2023 to March 2027. The terms of the agreement require us to receive a variable rate of three months U.S SOFR, with a floor of 0.90%, and pay fixed rate of 4.295%. See note 10 – Long-term Debt to our consolidated financial statements included elsewhere in this Form 10-Q for further discussion about our debt and interest rates. The interest rate swap contracts are considered as an accounting hedge under ASC 815. As of ~~June 30, 2022,~~March 31, 2023, we had recognized ~~$10~~$6 million of interest rate swap derivative asset and $7 million of interest rate swap derivative liability inon our consolidated ~~financial statements.~~

~~Foreign Currency Exchange Risk~~

Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates relative to U.S. dollars, our functional and reporting currency. Our revenue is generated primarily in U.S. dollars, British pounds sterling, and Euros. Our expenses are generally denominated in the currency of the country in which our operations are located, which are primarily the U.S., Europe and Asia. Our functional currency is denominated in U.S. dollars. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates in ways that are unrelated to our operating performance. As exchange rates may fluctuate significantly between periods, revenue and operating expenses, when converted into U.S. dollars, may also experience significant fluctuations between periods. As our revenues earned and expenses incurred in currencies other than U.S. dollars largely offset each other, fluctuations in the foreign currency exchange rates have not had a material impact on our financial results.

~~We do not engage in any foreign currency related hedging activities. We will continue to reassess our approach to managing risks relating to fluctuations in currency rates.~~balance sheets.

~~Inflation Risk~~

We do not believe that inflation has had a material effect on our business, results of operations or financial condition. Nonetheless, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs. Our inability or failure to do so could harm our business, results of operations or financial condition.

~~Table of Contents~~

Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures.
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule ~~13a15(e) and 15d-15(e)~~13a-15(e) under the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, 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 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.

5544

Table of Contents

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
~~In addition~~For the three months ended March 31, 2023, there were no material changes to the ~~other information set forth~~risk factors presented in ~~this report, you should carefully consider the risks we have described~~our Annual Report on Form 10-K under “Part I, Item IA. Risk ~~Factors~~~~” in the Company’s Registration Statement,~~Factors. For further discussion of our risk factors, which could materially affect our business, financial condition and/or ~~future results.~~results of operations, refer to the section title 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 ~~operating results.~~results of operations.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
~~None.~~Egencia Equity Contribution Agreement
On April 19, 2023, we issued 413,668 shares of Class A Common Stock to Expedia in satisfaction of certain obligations owed by GBT JerseyCo to Expedia under the Equity Contribution Agreement, dated as of August 11, 2021, by and among Expedia, Inc., GBT JerseyCo and Juweel. A maximum of $15 million (based on a volume-weighted average price over a period prior to issuance) of Class A Common Stock (including the April 19, 2023 issuance) may be issued to Expedia from time to time in satisfaction of such obligations. The issuance was made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act. Such securities constitute registrable securities under the Registration Rights Agreement.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.

5645

Table of Contents

Item 6. Exhibits

Exhibit
Number

Description
3.1

Certificate of Incorporation of Global Business Travel Group, Inc. (incorporated by reference to Exhibit ~~3.2~~3.1 of the Company’s Registration Statement on Form ~~S-4~~S-1 (Reg. No. ~~333-261820)~~333-265748), filed with the SEC on ~~December~~June 21, ~~2021)~~2022).
3.2

Bylaws of Global Business Travel Group, Inc. (incorporated by reference to Exhibit ~~3.3~~3.2 of the Company’s Registration Statement on Form ~~S-4~~S-1 (Reg. No. ~~333-261820)~~333-265748), filed with the SEC on ~~December~~June 21, ~~2021)~~2022).
10.1

~~Sponsor Side Letter~~ Amendment, Incremental Agreement and Reaffirmation, dated ~~May 27, 2022, by~~as of January 25, 2023, among GBT Group Services B.V., as the borrower, the other loan parties and ~~among the Sponsor, the Insiders, APSG~~lenders party thereto, and ~~Legacy GBT (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.2†~~

~~Global Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.3†~~

~~Global Business Travel Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.4†~~

~~Global Business Travel Group,~~Morgan Stanley Senior Funding, Inc., ~~Management Incentive Plan, amended~~as administrative agent and ~~restated~~ as ~~of May 27, 2022 (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.5†~~

Form of Time Based Option Award Agreement under the Global Business Travel Group, Inc., Management Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).
~~10.6˄#~~

Form of Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited, GBT US LLC, GBT III B.V. and Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.26 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 19, 2022).
~~10.7~~

Promissory Note, dated April 1, 2022, by and between the Company as the maker and the Sponsor as the payee (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2022).
~~10.8†~~

~~Global Business Travel Group, Inc. Annual Incentive Award Plan~~collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on ~~June 21, 2022)~~January 25, 2023).
10.9*10.2

Employment Contract, dated May 10, 2017, by and between GBT Travel Services UK Limited and Martine Gerow (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4 (Reg. 333-261820), filed with the SEC on December 21, 2021).
10.3

Supplemental Severance Agreement, dated December 2, 2021, by and between GBT Travel Services UK Limited and Martine Gerow (incorporated by reference to Exhibit 10.23 of ~~Time-Based Restricted Stock Unit Award~~the Company’s Registration Statement on Form S-4 (Reg. 333-261820), filed with the SEC on December 21, 2021).
10.4

Employment Agreement, ~~(Executive Leadership Team) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan.~~dated August 7, 2014, by and between GBT III, B.V. and Eric J. Bock.
10.5

Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC and Eric J. Bock.
10.6

GBT US LLC Deferred Compensation Plan, dated December 31, 2020.
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
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XBRL Taxonomy Extension Labels Linkbase Document
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XBRL Taxonomy Extension Presentation Linkbase Document
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
*
Filed herewith.
**Furnished herewith
˄~~Certain of the exhibits and schedule to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5).~~
#~~Certain portions of these Exhibits have been omitted in accordance with Regulation S-K Item 601 (b)(10)(iv)~~
†
~~Management contract or compensation plan or arrangement.~~

5746

Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Global Business Travel Group, ~~Inc~~Inc.

Date: ~~August 11, 2022~~May 9, 2023
By:
/s/ Paul Abbott
Paul Abbott
Chief Executive Officer (Principal Executive Officer)

Date: ~~August 11, 2022~~May 9, 2023
By:
/s/ Martine Gerow
Martine Gerow
Chief Financial Officer (Principal Financial Officer)

5847


					Unrealized gain on								Unrealized gain on
	Currency		Defined		cash flow hedge and		Total accumulated		Currency		Defined		cash flow hedge and		Total accumulated
	translation		benefit plan		hedge of investments		other comprehensive		translation		benefit plan		hedge of investments		other comprehensive
(in $ millions)	adjustments		related		in foreign subsidiary		loss		adjustments		related		in foreign subsidiary		loss
Balance as of December 31, 2021	$	(38)	$	(128)	$	4	$	(162)
Net changes prior to reverse recapitalization, net of tax benefit, $0		(59)		—		12		(47)
Balance as of December 31, 2022									$	(10)	$	(1)	$	4	$	(7)
Net changes during the period, net of tax benefit $0										9		—		(13)		(4)
Allocated to non-controlling interest		85		112		(14)		183		(7)		—		11		4
Net changes post reverse recapitalization, net of tax benefit, $0		(4)		—		—		(4)
Balance as of June 30, 2022	$	(16)	$	(16)	$	2	$	(30)
Balance as of March 31, 2023									$	(8)	$	(1)	$	2	$	(7)


	Balance sheet	As of		As of	Balance sheet
(in $millions)	location	June 30, 2022		December 31, 2021	Location	March 31, 2023			December 31, 2022
Derivatives designated as hedging instruments
Interest rate swaps	Other non-current liabilities	$	10	—	Other non-current assets	$	6	$	10
Interest rate swaps					Other non-current (liabilities)	$	(7)		—
Derivatives not designated as hedging instruments
Earnout Shares	Earnouts and warrants derivative liabilities	$	77	—
Warrants	Earnouts and warrants derivative liabilities		44	—
		$	121	—
Earnout shares					Earnout derivative liabilities	$	87	$	90


	Amount of gain recognized in						Statement of	Amount of gain recognized in						Amount of gain/(loss) recognized in			Statement of	Amount of gain/(loss) recognized in
	other comprehensive loss						operations location	statements of operations						other comprehensive loss			operations location	statements of operations
	Three months ended			Six months ended				Three months ended			Six months ended			Three months ended				Three months ended
	June 30			June 30				June 30			June 30			March 31				March 31
	2022		2021	2022		2021		2022		2021	2022		2021	2023		2022		2023		2022
Derivatives designated as hedging instruments
Interest rate swap	$	4	—	$	13	—	NA		—	—		—	—
Interest rate swaps														$	(11)	—	NA		—	—
Interest rate swaps reclassed to statement of operations															(2)	—	Interest expense	$	2	—
Derivatives not designated as hedging instruments
Earnout Share		NA	—		NA	—	Fair value movement on earnouts and warrants derivative liabilities	$	23	—	$	23	—
Warrants		NA	—		NA	—	Fair value movement on earnouts and warrants derivative liabilities		13	—		13	—
Earnout shares															—	—	Fair value movement on earnout derivative liabilities		3	—
								$	36	—	$	36	—	$	(13)	—		$	5	—


	As of
	May 27,			June 30,			March 31,			December 31,
	2022			2022			2023			2022
Stock price ($)	$	7.39		$	6.31		$	6.63		$	6.75
Risk-free interest rate		2.81	%		3.01	%		3.69	%		4.06	%
Volatility		37.5	%		40.0	%		45	%		42.5	%
Expected term (years)		5.00			4.92			4.2			4.4
Expected dividends		0.0	%		0.0	%		0.0	%		0.0	%

Fair value ($) (per Earnout Share – Tranche 1)	$	4.82		$	3.72
Fair value ($) (per Earnout Share – Tranche 2)	$	3.98		$	3.04
Fair value ($) (per earnout share – Tranche 1)							$	4.15		$	4.30
Fair value ($) (per earnout share – Tranche 2)							$	3.46		$	3.58


	Earnout Shares
Balance as of December 31, 2022	$	90
Change in fair value		(3)
Balance as of March 31, 2023	$	87


	Earnout Shares to		Private
	stockholders		warrants
As of date of Business Combination - May 27, 2022	$	100	$	21
Change in fair value		(23)		(5)
Balance as of June 30, 2022	$	77	$	16


		As of				As of
	Fair	June 30, 2022				December 31, 2021				Fair	March 31, 2023				December 31, 2022
	Value	Carrying		Fair		Carrying		Fair		Value	Carrying		Fair		Carrying		Fair
(in $ millions)	Hierarchy	amount⁽¹⁾		value		amount ⁽¹⁾		value		Hierarchy	amount⁽¹⁾		value		amount ⁽¹⁾		value
Senior secured initial term loans	Level 2	$	235	$	219	$	236	$	233	Level 2	$	235	$	224	$	235	$	220
Senior secured tranche B-3 term loans	Level 3	$	986	$	1,013	$	787	$	800	Level 3	$	987	$	1,017	$	987	$	1,017
Senior secured tranche B-4 term loans										Level 3	$	131	$	137	$	—	$	—

Exhibit Number		Description
3.1		Certificate of Incorporation of Global Business Travel Group, Inc. (incorporated by reference to Exhibit ~~3.2~~3.1 of the Company’s Registration Statement on Form ~~S-4~~S-1 (Reg. No. ~~333-261820)~~333-265748), filed with the SEC on ~~December~~June 21, ~~2021)~~2022).
3.2		Bylaws of Global Business Travel Group, Inc. (incorporated by reference to Exhibit ~~3.3~~3.2 of the Company’s Registration Statement on Form ~~S-4~~S-1 (Reg. No. ~~333-261820)~~333-265748), filed with the SEC on ~~December~~June 21, ~~2021)~~2022).
10.1		~~Sponsor Side Letter~~ Amendment, Incremental Agreement and Reaffirmation, dated ~~May 27, 2022, by~~as of January 25, 2023, among GBT Group Services B.V., as the borrower, the other loan parties and ~~among the Sponsor, the Insiders, APSG~~lenders party thereto, and ~~Legacy GBT (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.2†~~		~~Global Business Travel Group, Inc. 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.3†~~		~~Global Business Travel Group, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.9 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.4†~~		~~Global Business Travel Group,~~Morgan Stanley Senior Funding, Inc., ~~Management Incentive Plan, amended~~as administrative agent and ~~restated~~ as ~~of May 27, 2022 (incorporated by reference to Exhibit 10.16 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).~~
~~10.5†~~		Form of Time Based Option Award Agreement under the Global Business Travel Group, Inc., Management Incentive Plan (incorporated by reference to Exhibit 10.17 of the Company’s Current Report on Form 8-K, filed with the SEC on June 3, 2022).
~~10.6˄#~~		Form of Amended and Restated Trademark License Agreement, dated May 27, 2022, by and between American Express Travel Related Services Company, Inc. and GBT Travel Services UK Limited and, solely for the purposes of specified sections therein, GBT JerseyCo Limited, GBT US LLC, GBT III B.V. and Global Business Travel Group, Inc. (incorporated by reference to Exhibit 10.26 of APSG’s Registration Statement on Form S-4/A (Reg. No. 333-261820) filed with the SEC on April 19, 2022).
~~10.7~~		Promissory Note, dated April 1, 2022, by and between the Company as the maker and the Sponsor as the payee (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 9, 2022).
~~10.8†~~		~~Global Business Travel Group, Inc. Annual Incentive Award Plan~~collateral agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on ~~June 21, 2022)~~January 25, 2023).
10.9*10.2		Employment Contract, dated May 10, 2017, by and between GBT Travel Services UK Limited and Martine Gerow (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4 (Reg. 333-261820), filed with the SEC on December 21, 2021).
10.3		Supplemental Severance Agreement, dated December 2, 2021, by and between GBT Travel Services UK Limited and Martine Gerow (incorporated by reference to Exhibit 10.23 of ~~Time-Based Restricted Stock Unit Award~~the Company’s Registration Statement on Form S-4 (Reg. 333-261820), filed with the SEC on December 21, 2021).
10.4		Employment Agreement, ~~(Executive Leadership Team) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan.~~dated August 7, 2014, by and between GBT III, B.V. and Eric J. Bock.
10.5		Severance Protection Agreement, dated November 29, 2021, by and between GBT US LLC and Eric J. Bock.
10.6		GBT US LLC Deferred Compensation Plan, dated December 31, 2020.
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
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101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
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101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
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		Global Business Travel Group, ~~Inc~~Inc.

Date: ~~August 11, 2022~~May 9, 2023	By:	/s/ Paul Abbott
		Paul Abbott
		Chief Executive Officer (Principal Executive Officer)

Date: ~~August 11, 2022~~May 9, 2023	By:	/s/ Martine Gerow
		Martine Gerow
		Chief Financial Officer (Principal Financial Officer)