Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Document and Entity Information | |
Document Type | POS AM |
Entity Registrant Name | Global Business Travel Group, Inc. |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0001820872 |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 1 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 303 | $ 516 |
Accounts receivable (net of allowance for credit losses of $23 and $4 as of December 31, 2022 and 2021, respectively) | 765 | 381 |
Due from affiliates | 36 | 18 |
Prepaid expenses and other current assets | 130 | 137 |
Total current assets | 1,234 | 1,052 |
Property and equipment, net | 218 | 216 |
Equity method investments | 14 | 17 |
Goodwill | 1,188 | 1,358 |
Other intangible assets, net | 636 | 746 |
Operating lease right-of-use assets | 58 | 59 |
Deferred tax assets | 333 | 282 |
Other non-current assets | 47 | 41 |
Total assets | 3,728 | 3,771 |
Current liabilities: | ||
Accounts payable | 253 | 137 |
Due to affiliates | 48 | 41 |
Accrued expenses and other current liabilities | 452 | 519 |
Current portion of operating lease liabilities | 17 | 21 |
Current portion of long-term debt | 3 | 3 |
Total current liabilities | 773 | 721 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 1,219 | 1,020 |
Deferred tax liabilities | 24 | 119 |
Pension liabilities | 147 | 333 |
Long-term portion of lease liabilities | 61 | 61 |
Earnout derivative liabilities | 90 | |
Other non-current liabilities | 43 | 23 |
Total liabilities | 2,357 | 2,277 |
Commitments and Contingencies (see note 19) | ||
Preferred shares (par value €0.00001; 3,000,000 shares authorized; 1,500,000 shares issued and outstanding as of December 31, 2021) | 160 | |
Shareholders' equity: | ||
Additional paid-in-capital | 334 | 2,560 |
Accumulated deficit | (175) | (1,065) |
Accumulated other comprehensive loss | (7) | (162) |
Total equity of the Company's shareholders | 152 | 1,333 |
Equity attributable to noncontrolling interest in subsidiaries | 1,219 | 1 |
Total shareholders' equity | 1,371 | 1,334 |
Total liabilities, preferred shares and shareholders' equity | 3,728 | 3,771 |
Class A common stock | ||
Shareholders' equity: | ||
Shares | 0 | 0 |
Class B common stock | ||
Shareholders' equity: | ||
Shares | 0 | 0 |
Voting ordinary shares | ||
Shareholders' equity: | ||
Shares | 0 | 0 |
Non-voting ordinary shares | ||
Shareholders' equity: | ||
Shares | 0 | 0 |
Profit shares | ||
Shareholders' equity: | ||
Shares | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) $ in Millions | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2021 € / shares |
Allowances for doubtful accounts | $ | $ 23 | $ 4 | |
Preferred shares, par value | € / shares | € 0.00001 | ||
Preferred shares, shares authorized | 3,000,000 | ||
Preferred shares, shares issued | 1,500,000 | ||
Preferred shares, shares outstanding | 1,500,000 | ||
Class A common stock | |||
Shares, par value | $ / shares | $ 0.0001 | ||
Shares authorized | 3,000,000,000 | ||
Shares issued | 67,753,543 | ||
Shares outstanding | 67,753,543 | ||
Class B common stock | |||
Shares, par value | $ / shares | $ 0.0001 | ||
Shares authorized | 3,000,000,000 | ||
Shares issued | 394,448,481 | ||
Shares outstanding | 394,448,481 | ||
Voting ordinary shares | |||
Shares, par value | € / shares | 0.00001 | ||
Shares authorized | 40,000,000 | ||
Shares issued | 36,000,000 | ||
Shares outstanding | 36,000,000 | ||
Non-voting ordinary shares | |||
Shares, par value | € / shares | 0.00001 | ||
Shares authorized | 15,000,000 | ||
Shares issued | 8,413,972 | ||
Shares outstanding | 8,413,972 | ||
Profit shares | |||
Shares, par value | € / shares | € 0.00001 | ||
Shares authorized | 800,000 | ||
Shares issued | 800,000 | ||
Shares outstanding | 800,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENT OF OPERATIONS | |||
Revenue | $ 1,851 | $ 763 | $ 793 |
Costs and expenses: | |||
Cost of revenue (excluding depreciation and amortization shown separately below) | 832 | 477 | 529 |
Sales and marketing | 337 | 201 | 199 |
Technology and content | 388 | 264 | 277 |
General and administrative | 313 | 213 | 181 |
Restructuring charges | (3) | 14 | 206 |
Depreciation and amortization | 182 | 154 | 148 |
Total operating expenses | 2,049 | 1,323 | 1,540 |
Operating loss | (198) | (560) | (747) |
Interest income | 1 | 1 | |
Interest expense | (98) | (53) | (27) |
Fair value movement on earnouts and warrants derivative liabilities | 8 | ||
Loss on early extinguishment of debt | (49) | ||
Other income, net | 1 | 8 | 14 |
Loss before income taxes and share of losses from equity method investments | (287) | (653) | (759) |
Benefit from income taxes | 61 | 186 | 145 |
Share of losses from equity method investments | (3) | (8) | (5) |
Net loss | (229) | (475) | (619) |
Less: net loss attributable to non-controlling interests in subsidiaries | (204) | $ (475) | $ (619) |
Net loss attributable to the Company's Class A common stockholders | $ (25) | ||
Basic loss per share attributable to the Company's Class A common stockholders | $ (0.50) | ||
Weighted average number of shares outstanding - Basic | 51,266,570 | ||
Diluted loss per share attributable to the Company's Class A common stockholders | $ (0.51) | ||
Weighted average number of shares outstanding - Diluted | 445,715,051 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS | |||
Net loss | $ (229) | $ (475) | $ (619) |
Other comprehensive income (loss), net of tax: | |||
Change in currency translation adjustments, net of tax | (51) | (15) | (2) |
Unrealized gains on cash flow hedge, net of tax: | |||
Unrealized gain from cash flow hedges arising during the year | 32 | ||
Unrealized gains on cash flow hedge reclassed to interest expense | (4) | ||
Change in defined benefit plans, net of tax: | |||
Actuarial gain (loss), net, and prior service cost arising during the year | 99 | 28 | (80) |
Amortization of actuarial loss and prior service cost in net periodic pension cost | 2 | 4 | 1 |
Other comprehensive income (loss), net of tax | 78 | 17 | (81) |
Comprehensive loss | (151) | (458) | (700) |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries | (145) | $ (458) | $ (700) |
Comprehensive loss attributable to the Company's Class A common stockholders | $ (6) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | |||
Net loss | $ (229,000,000) | $ (475,000,000) | $ (619,000,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 182,000,000 | 154,000,000 | 148,000,000 |
Deferred tax benefit | (65,000,000) | (178,000,000) | (110,000,000) |
Equity-based compensation | 39,000,000 | 3,000,000 | 3,000,000 |
Allowance for credit losses | 19,000,000 | (5,000,000) | 4,000,000 |
Fair value movements on earnouts and warrants derivative liabilities | (8,000,000) | ||
Loss on early extinguishment of debt | 49,000,000 | ||
Impairment of operating lease ROU and other assets | 0 | 1,000,000 | 20,000,000 |
Other | 22,000,000 | 2,000,000 | 3,000,000 |
Defined benefit pension funding | (32,000,000) | (25,000,000) | (25,000,000) |
Proceeds from termination of interest rate swap derivative contract | 23,000,000 | ||
Changes in working capital, net of effects from acquisitions | |||
Accounts receivable | (427,000,000) | (85,000,000) | 524,000,000 |
Prepaid expenses and other current assets | (29,000,000) | 40,000,000 | (20,000,000) |
Due from affiliates | (18,000,000) | (3,000,000) | 1,000,000 |
Due to affiliates | 7,000,000 | 8,000,000 | (20,000,000) |
Accounts payable, accrued expenses and other current liabilities | 122,000,000 | 2,000,000 | (159,000,000) |
Net cash used in operating activities | (394,000,000) | (512,000,000) | (250,000,000) |
Investing activities: | |||
Purchase of property and equipment | (94,000,000) | (44,000,000) | (47,000,000) |
Other | (1,000,000) | (3,000,000) | |
Net cash used in investing activities | (95,000,000) | (27,000,000) | (47,000,000) |
Financing activities: | |||
Proceeds from reverse recapitalization, net | 269,000,000 | ||
Redemption of preference shares | (168,000,000) | ||
Proceeds from issuance of preferred shares | 150,000,000 | ||
Repayment of senior secured term loans | (3,000,000) | (551,000,000) | (4,000,000) |
Repayment of finance lease obligations | (2,000,000) | (2,000,000) | |
Payment of lender fees and issuance costs for senior secured term loans facilities | (8,000,000) | ||
Prepayment penalty and other costs related to early extinguishment of debt | (34,000,000) | ||
Payment of deferred consideration | (4,000,000) | ||
Payment of offering costs | (10,000,000) | ||
Capital distributions to shareholders | (1,000,000) | ||
Other | (1,000,000) | ||
Net cash from financing activities | 292,000,000 | 478,000,000 | 384,000,000 |
Effect of exchange rates changes on cash, cash equivalents and restricted cash | (12,000,000) | (7,000,000) | 7,000,000 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (209,000,000) | (68,000,000) | 94,000,000 |
Cash, cash equivalents and restricted cash, beginning of year | 525,000,000 | 593,000,000 | 499,000,000 |
Cash, cash equivalents and restricted cash, end of year | 316,000,000 | 525,000,000 | 593,000,000 |
Supplemental cash flow information: | |||
Cash refund for income taxes (net of payments) | (1,000,000) | (5,000,000) | (13,000,000) |
Cash paid for interest (net of interest received) | 96,000,000 | 47,000,000 | 16,000,000 |
Dividend accrued on preferred shares | 10,000,000 | ||
Deferred offering costs accrued | 10,000,000 | ||
Senior secured tranche B-1 term loans | |||
Financing activities: | |||
Proceeds from senior secured term loans | $ 388,000,000 | ||
Senior secured tranche B-2 term loans | |||
Financing activities: | |||
Proceeds from senior secured term loans | 150,000,000 | ||
Senior secured tranche B-3 term loans | |||
Financing activities: | |||
Proceeds from senior secured term loans | $ 200,000,000 | 785,000,000 | |
Ovation Group [Member] | |||
Investing activities: | |||
Business acquisition, net of cash acquired | (53,000,000) | ||
Egencia [Member] | |||
Investing activities: | |||
Business acquisition, net of cash acquired | $ 73,000,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Cash, cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | $ 303 | $ 516 |
Restricted cash (included in other non-current assets) | 13 | 9 |
Cash, cash equivalents and restricted cash | $ 316 | $ 525 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY - USD ($) | Total equity of the Company's stockholders Cumulative effect of the adoption of accounting standard update | Total equity of the Company's stockholders | Common Stock Voting ordinary shares | Common Stock Non-voting ordinary shares | Common Stock Profit shares | Common Stock Class A common stock | Common Stock Class B common stock | Additional paid-in capital | Accumulated deficit Cumulative effect of the adoption of accounting standard update | Accumulated deficit | Accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries | Cumulative effect of the adoption of accounting standard update | Total |
Beginning balance at Dec. 31, 2019 | $ 1,678,000,000 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 1,750,000,000 | $ 26,000,000 | $ (98,000,000) | $ 4,000,000 | $ 1,682,000,000 | |||
Beginning balance (in shares) at Dec. 31, 2019 | 36,000,000 | 800,000 | ||||||||||||
Capital distributions to shareholders | (1,000,000) | (1,000,000) | (1,000,000) | |||||||||||
Equity-based compensation | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||
Other comprehensive loss, net of tax | (81,000,000) | (81,000,000) | (81,000,000) | |||||||||||
Net loss | (618,000,000) | (618,000,000) | (1,000,000) | (619,000,000) | ||||||||||
Ending balance at Dec. 31, 2020 | 981,000,000 | 1,752,000,000 | (592,000,000) | (179,000,000) | 3,000,000 | 984,000,000 | ||||||||
Ending balance (in shares) at Dec. 31, 2020 | 36,000,000 | 800,000 | ||||||||||||
Issued on acquisition of Egencia | 816,000,000 | 816,000,000 | 816,000,000 | |||||||||||
Issued on acquisition of Egencia (in shares) | 8,413,972 | |||||||||||||
Dividend on preferred shares | (10,000,000) | (10,000,000) | (10,000,000) | |||||||||||
Equity-based compensation | 3,000,000 | 3,000,000 | 3,000,000 | |||||||||||
Settlement of MIP options | (1,000,000) | (1,000,000) | (1,000,000) | |||||||||||
Other comprehensive loss, net of tax | 17,000,000 | 17,000,000 | 17,000,000 | |||||||||||
Net loss | (473,000,000) | (473,000,000) | (2,000,000) | (475,000,000) | ||||||||||
Ending balance at Dec. 31, 2021 | 1,333,000,000 | 2,560,000,000 | (1,065,000,000) | (162,000,000) | 1,000,000 | 1,334,000,000 | ||||||||
Ending balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 800,000 | |||||||||||
Dividend on preferred shares | (8,000,000) | (8,000,000) | (8,000,000) | |||||||||||
Other comprehensive loss, net of tax | 78,000,000 | |||||||||||||
Net loss | (229,000,000) | |||||||||||||
Additional shares issued to Expedia | 6,000,000 | 6,000,000 | 6,000,000 | |||||||||||
Additional shares issued to Expedia (in shares) | 59,111 | |||||||||||||
Equity-based compensation prior to reverse recapitalization | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Net loss prior to reverse recapitalization | (121,000,000) | (121,000,000) | (121,000,000) | |||||||||||
Other comprehensive loss, net of tax, prior to reverse recapitalization | (47,000,000) | (47,000,000) | (47,000,000) | |||||||||||
Reverse recapitalization, net | (1,100,000,000) | (2,322,000,000) | 1,039,000,000 | 183,000,000 | 1,195,000,000 | 95,000,000 | ||||||||
Reverse recapitalization, net (in shares) | (36,000,000) | (8,473,083) | (800,000) | 56,945,033 | 394,448,481 | |||||||||
Exchange of warrants for Class A shares | 59,000,000 | 59,000,000 | 59,000,000 | |||||||||||
Exchange of warrants for Class A shares (in shares) | 10,808,510 | |||||||||||||
Equity-based compensation after the reverse recapitalization | 34,000,000 | 34,000,000 | 34,000,000 | |||||||||||
Net loss after the reverse recapitalization | (25,000,000) | (25,000,000) | (83,000,000) | (108,000,000) | ||||||||||
Other comprehensive income, net of tax, after the reverse recapitalization | 19,000,000 | 19,000,000 | 106,000,000 | 125,000,000 | ||||||||||
Ending balance at Dec. 31, 2022 | $ (3,000,000) | 152,000,000 | 334,000,000 | $ (3,000,000) | (175,000,000) | (7,000,000) | 1,219,000,000 | $ (3,000,000) | 1,371,000,000 | |||||
Ending balance (in shares) at Dec. 31, 2022 | 67,753,543 | 394,448,481 | ||||||||||||
Equity prior to reverse recapitalization | $ 1,165,000,000 | $ 2,563,000,000 | $ (1,189,000,000) | $ (209,000,000) | $ 1,000,000 | $ 1,166,000,000 | ||||||||
Equity prior to reverse recapitalization (in shares) | 36,000,000 | 8,473,083 | 800,000 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL STOCKHOLDERS' EQUITY | |
Cumulative effect net of tax | $ 1 |
Business Description and Basis
Business Description and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
Business Description and Basis of Presentation | |
Business Description and Basis of Presentation | (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 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 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 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 and GBT JerseyCo became a direct subsidiary of APSG. Further, APSG was renamed as “Global Business Travel Group, Inc.” 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”). GBT JerseyCo is tax resident in the United Kingdom (“U.K.”). The Business Combination was accounted for as a reverse recapitalization. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination (see note 9- Reverse Recapitalization GBT JerseyCo was incorporated on November 28, 2019 under the Companies (Jersey) Law 1991 and in a reorganization transaction undertaken then became the ultimate parent company of the group. Prior to the Business Combination, GBT JerseyCo operated as a joint venture with 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”). 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. The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Impact of COVID-19 The outbreak of the novel strain of the coronavirus (“COVID-19”) severely restricted the level of economic activity around the world beginning in 2020. Government measures implemented then to contain the spread of COVID-19, such as imposing restrictions on travel and business operations, limited business travel significantly below 2019 levels. Since then, many countries have vaccinated a reasonable proportion of their population and the spread of 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 increasing familiarity with the virus, many COVID-19 related travel restrictions have been lifted with the 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 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 starting the second half of 2021 and continuing into 2022. While the global travel activity has since shown a recovery trend, it still remains below 2019 levels. The Company incurred a net loss of $229 million and had cash outflows from operations of $394 million for the year ended December 31, 2022 compared to a net loss of $475 million and cash outflows from operations of $512 million for the year ended December 31, 2021 and a net loss of $619 million and cash outflows from operations of $250 million for the year ended December 31, 2020. 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. 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 COVID-19 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.), and entering into several financial transactions, including debt financing / refinancing transactions and the consummation of the Business Combination. Apart for 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 position. In January 2023, the Company amended its senior secured credit agreement to obtain additional term loans in a principal amount of $135 million to further strengthen its liquidity position. The Company also announced a restructuring plan to further streamline its operations and to build efficiencies in its operating model that will result in reduction in its work force and cost savings (see note 29 – Subsequent Events Based on the Company’s current and expected operating plan, existing cash and cash equivalents, the resurgence 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 and cash flows from 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | (2) Summary of Significant Accounting Policies Consolidation The Company’s consolidated financial statements include the accounts of GBTG, its wholly- owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss 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. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, 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 and accrual of contingent liabilities. 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. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. Accounts Receivable and Allowance for Credit Losses Accounts receivable primarily includes trade accounts receivable from business clients and travel suppliers, and receivables from government for grants, less allowances for credit losses. For periods prior to January 1, 2022, the allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, and other factors that may affect the Company’s ability to collect from customers. On January 1, 2022, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics, of its customers and the related receivables, which include size, type (e.g. business clients vs. supplier and credit card vs. non-credit-card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivables. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed at each quarter based on the Company’s specific facts and circumstances. See note 6 – Allowance for Expected Credit Losses for additional information. The majority of the Company’s receivables are trade receivables due in less than one year. Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are generally fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic (see note 1 - Business Description and Basis of Presentation Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company also capitalizes certain costs associated with the acquisition or development of internal-use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost incurred related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 –10 years or lease term Furniture, fixtures and other equipment Up to 7 years Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Based on the Company’s assessment, the Company recorded $2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of (losses) earnings from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2022 and 2020. Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. A goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2022, 2021 and 2020 because qualitative and/or quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Business client relationships 10- 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non-lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. Operating leases are included in operating lease ROU assets, and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is generally recognized on a straight-line basis over the lease term. Finance leases are included in property and equipment, net, and accrued expenses and other current liabilities, and other long-term liabilities on the Company’s consolidated balance sheets. Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as non-current assets and/or liabilities on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/provision for income taxes in its consolidated statements of operations. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on derivatives accounted for as effective hedges and certain historical net investment hedges. Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2022, approximately 35% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. Revenue Recognition The Company generates revenue in two primary ways: ● Travel Revenues which include fees received from business clients and travel suppliers relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and ● Products and Professional Services Revenues which include revenues received from business clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) business clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a business client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/business clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenue Client Fees Transaction Fees and Other Revenues Consideration Payable to Clients and Client Incentives Supplier Fees Base Commissions and Incentives (i) at the time a ticket is purchased for air travel reservations as the Company’s performance obligation to the supplier is satisfied at the time of ticketing and (ii) upon fulfillment of the reservation for hotels and car rentals as the performance obligation to the hotel and car rental companies is not satisfied until the customer has checked-in to the hotel property and/or picked-up the rental car. Incentive Revenues GDS Revenues Products and Professional Services Revenues Management Fees Product Revenues Consulting and Meeting and Events Revenues Other Revenues Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s 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 primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s employees in finance, legal, human resources and administrative support including expenses associated with the executive non-cash equity plan and long-term incentive plans, (ii) integration expenses related to acquisitions and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. Restructuring charges Restructuring and other charges consist primarily of costs associated with (i) employee termination benefits and (ii) lease exit and related costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. Costs associated with exit or disposal activities, including impairment of operating lease ROU assets are presented as restructuring charges in the consolidated statement of operations (see note 15 – Restructuring Charges). Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in sales and marketing expenses on the consolidated statements of operations, was approximately $6 million, $2 million and $3 million for the years ended December 31, 2022, 2021 and 2020, respectively. Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of stock options to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the grant date and vesting conditions. Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans and presents it as a non-current liability on its consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all defined benefit plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension benefit (costs), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method and amounts reclassified from accumulated other comprehensive loss related to terminated interest rate swaps that were accounted for as effective cash flow hedges. Interest income is comprised of interest earned from bank deposits. Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. Warrant Instruments and Earnout Liabilities The Company accounted for its (i) public and privately issued warrants (see note 20 – Warrants Earnout Shares Derivatives and Hedging Until the date the warrants were outstanding, the fair value of warrants was determined using a market price for the public warrants and, when relevant, Black-Scholes model for the private warrants. 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 26 – Fair Value Measurements Recently Adopted Accounting Pronouncements 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 Allowance for Expected Credit Losses 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 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 Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Accounting Pronouncements — Not Yet Adopted 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. 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. 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 UK 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 thi |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contracts with Customers | |
Revenue from Contracts with Customers | (3) Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenues which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation and (ii) Products and Professional Services Revenues which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Year ended December 31, (in $ millions) 2022 2021 2020 Travel revenue $ 1,444 $ 446 $ 468 Products and professional services revenue 407 317 325 Total revenue $ 1,851 $ 763 $ 793 Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. The opening and closing balances of the Company’s accounts receivable, net, contract assets and contract liabilities are as follows: Contract Contract liabilities liabilities Accounts Client Deferred receivable, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of December 31, 2022 $ 752 $ 19 $ 19 Balance as of December 31, 2021 $ 375 $ 3 $ 18 (1) Accounts receivables, net, exclude balances not related to contracts with customers. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the year ended December 31, 2022, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $13 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2021. Remaining Performance Obligations As of December 31, 2022, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $15 million, of which the Company expects to recognize revenue as performance obligations are satisfied over the next 24 months. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | (4) Income Taxes As discussed in note 1 – Business Description and Basis of Preparation The following table summarizes the Company’s U.S., U.K. and other jurisdictions loss before income taxes and share of losses from equity method investments. The Company has opted for this disclosure due to jurisdictional change in its reporting and “domestic” entity from U.K. to U.S. following the Business Combination in May 2022. The U.S. includes GBTG and its subsidiaries that are U.S. tax resident, U.K. includes GBT Jersey Co. and its subsidiaries that are U.K. tax resident and other includes all other jurisdictions: Year ended December 31, (in $ millions) 2022 2021 2020 U.S. $ (129) $ (32) $ (74) U.K. (95) (441) (529) Other (63) (180) (156) Loss before income taxes and share of losses from equity method investments $ (287) $ (653) $ (759) The components of benefit from income taxes consist of the following: Year ended December 31, (in $ millions) 2022 2021 2020 Current taxes: U.S. $ — $ 4 $ 20 U.K. (1) 1 12 Other (3) 3 3 Current income tax (expense) benefit (4) 8 35 Deferred taxes: U.S. 35 22 4 U.K. 28 132 90 Other 2 24 16 Deferred tax benefit (1) 65 178 110 Benefit from income taxes $ 61 $ 186 $ 145 (1) Includes deferred tax benefit of $69 million related to GBT JerseyCo and its subsidiaries and a deferred tax charge of $4 million related to GBTG. The table below sets forth a reconciliation of the U.S. statutory tax rate of 21% for the year ended December 31, 2022 and the U.K. statutory tax rate of 19% for the years ended December 31, 2021 and 2020 to the Company’s effective income tax rate for the respective years. Year ended December 31, (in $ millions, except percentages) 2022 2021 2020 Statutory tax rate 21.00 % 19.00 % 19.00 % Tax benefit at statutory tax rate $ 60 $ 124 $ 144 Changes in taxes resulting from: Impact of Up-C structure (4) — — Permanent differences (12) (14) (1) Local and state taxes 7 2 2 Change in valuation allowance (11) (17) (17) Change in enacted tax rates — 35 — Rate differential in the United Kingdom 6 24 — Foreign tax rate differential 1 14 13 Return to provision adjustment 13 11 (5) Tax settlement and uncertain tax positions 3 6 (5) Other (2) 1 14 Benefit from income taxes $ 61 $ 186 $ 145 Effective tax rate 21.26 % 28.39 % 19.13 % The Company’s effective tax rate for the years ended December 31, 2022 and 2020 were broadly inline with respective statutory tax rates. The effective tax rate during the year ended December 31, 2021 increased 9% 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. This change in enacted tax rates resulted in $59 million of deferred tax benefit during the year ended December 31, 2021, including $35 million due to remeasurement of the Company’s opening deferred tax assets and liabilities. The significant components of the Company’s deferred tax assets and liabilities are as follows: As of December 31, (in $ millions) 2022 2021 Deferred tax assets: Outside basis investment in partnership $ 25 $ — Net operating loss carryforwards 392 391 Pension liability 38 74 Interest expense deduction restriction 45 23 Operating lease liabilities 20 20 Stock compensation 15 — Property and equipment 12 — Accrued liabilities 12 7 Goodwill 117 1 Other 8 2 Valuation allowance (124) (116) Deferred tax assets 560 402 Netted against deferred tax liabilities (227) (120) Deferred tax assets as presented in the consolidated balance sheets $ 333 $ 282 Deferred tax liabilities: Foregone partnership deferred tax credits $ (43) $ — Other intangible assets (175) (214) Operating lease ROU assets (15) (14) Property and equipment (10) (4) Goodwill (4) (2) Other (4) (5) Deferred tax liabilities (251) (239) Netted against deferred tax assets 227 120 Deferred tax liabilities as presented in the consolidated balance sheets $ (24) $ (119) As a result of the Business Combination in May 2022, GBTG as a new shareholder in GBT JerseyCo and standalone U.S. tax payer is required to calculate its U.S. tax position on its share of the GBT JerseyCo’s consolidated results. It has recorded a deferred tax asset of $25 million in respect the cost of its acquisition of its equity interest in GBT JerseyCo i.e. “outside basis investment in partnership”, and a deferred tax liability of $43 million on its share of the profits of GBT JerseyCo consolidated results but without the tax shield arising from GBT JerseyCo’s Net Operating Losses (NOLs) i.e. “Foregone partnership deferred tax credits”. During the year, the Company completed its assessment of deferred taxes in relation to the Egencia acquisition and recognized a deferred tax assets of $124 million, primarily related to Egencia goodwill (see note 10 – Business Acquisitions – Acquisition of Egencia The Company recognizes deferred taxes on the undistributed earnings of foreign subsidiaries, as these earnings are not deemed to be indefinitely reinvested. Foreign deferred taxes liabilities of approximately $3 million and $3 million as of December 31, 2022 and 2021, respectively, have been provided on these earnings. The Company has gross net operating loss (“NOL”) carryforwards related to global operations of approximately $1,762 million, of which $1,690 million have an indefinite life. The remaining NOL carryforwards will begin to expire as follows: (in $millions) Amount 2023-2027 $ 31 2028-2032 28 2033-2042 13 The Company regularly assesses the realizability of all its deferred tax assets. An adjustment to the conclusion as to whether it is more likely than not that the Company will realize the benefit of the deferred tax assets would impact the income tax expense in the period for which it is determined this analysis has changed. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including the Company’s ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. As of December 31, 2022 and 2021, the Company had valuation allowance on its deferred tax assets of $124 million and $116 million, respectively, that is related primarily to unrealized NOLs. As of December 31, 2022, a valuation allowance has been created against deferred tax assets relating to approximately $480 million of the total gross losses, where the Company believes it is less likely that it will be able to utilize these assets in the future. For the deferred tax assets related to remaining NOLs against which there is no valuation allowance, the Company believes it is more likely than not that the results of future operations will generate sufficient taxable income to realize these deferred tax assets. Current developments of tax legislation globally potentially indicates that while the Company has significant NOLs, its ability to monetize these NOLs is likely to be restricted. Many tax authorities now restrict the rate of utilization to a percentage of current year taxable income (typically in the range of 50%-80%), which means that NOLs take longer to monetize and can result in cash tax outflows in years of profit even where significant NOLs exist. In addition, many jurisdictions are introducing or have recently introduced tax legislation that aims to restrict the tax deduction of expenditure in certain circumstances and to impose minimum taxation in an attempt to raise taxes (e.g. OECD’s Base Erosion and Profit Shifting (BEPS) measures and the recently enacted U.S. Inflation Reduction Act (IRA)). The Company believes the impact of IRA is likely to be minimal for the foreseeable future, however, as being an international company with significant NOLs, the Company is affected by the BEPS measures and is currently assessing their impact on its future tax profile. The Company previously agreed to pay affiliates of Amex Coop for the value of any NOL carryforward benefits realized that relate to the period prior to the joint venture formation in 2014. The amount of this liability to affiliates of Amex Coop is $2 million as of both December 31, 2022 and 2021 and is recorded within due to affiliates. Significant judgment is required in determining the Company’s worldwide provision for income taxes and recording the related assets and liabilities. In the ordinary course of business, there are many transactions and tax positions where the ultimate tax determination is uncertain. Although the Company believes there is appropriate support for the positions taken on its tax returns, the Company has recorded liabilities (or reduction of tax assets) representing the estimated economic loss upon ultimate settlement for certain positions. The Company believes its tax provisions are adequate for all open years, based on the assessment of many factors, including past experience and interpretations of tax law applied to the facts of each matter. Although the Company believes the recorded assets and liabilities are reasonable, tax regulations are subject to interpretation and tax litigation is inherently uncertain; therefore, the Company’s assessments can involve both a series of complex judgments about future events and reliance on significant estimates and assumptions. While the Company believes the estimates and assumptions supporting the assessments are reasonable, the final determination of tax audits and any other related litigation could be materially different from that which is reflected in historical income tax provisions and recorded assets and liabilities. As of December 31, 2022 and 2021, the Company has accrued for a tax liability of $4 million and $7 million, respectively, associated with uncertain tax positions, including interest and penalties thereon, arising from differences between amounts recorded in the consolidated financial statements and amounts expected to be included in tax returns. The majority of uncertain tax positions are under discussions with tax authorities and the Company does not believe that the outcome of current and future examinations will have a material impact on its consolidated financial statements. The movement of uncertain tax position liability is as follows: As of December 31, (in $millions) 2022 2021 2020 Balance, beginning of the year $ 7 $ 9 $ 11 Increases to tax positions related to acquisitions — 4 — Increases to tax positions related to the current year 1 — — Decrease in tax positions related to prior years — (6) (2) Release due to expiry of statute of limitations (4) — — Balance, end of the year $ 4 $ 7 $ 9 There were no settlements of uncertain tax position liability during any of the years presented. As of December 31, 2022, the Company does not expect the unrecognized tax benefits to significantly increase or decrease within the next twelve months. The Company recognizes interest and penalties accrued related to unrecognized tax benefits as part of the provision for income taxes. There were no material amounts of interest or penalty charged (credited) to the Company’s consolidated statements of operations for any of the years ended December 31, 2022, 2021 and 2020. and. there was no material interest and/or penalties accrued as of December 31, 2022 and 2021. The Company does not currently expect the unrecognized tax benefits to significantly increase or decrease in the next twelve months. The Company is subject to taxation in various countries in which the Company operates. As of December 31, 2022, tax years for 2015 through 2022 are open to examination by the tax authorities in the major tax jurisdictions, mainly in the U.S. and U.K. primarily due to loss carryback claims. |
Other Income, Net
Other Income, Net | 12 Months Ended |
Dec. 31, 2022 | |
Other Income, Net | |
Other Income, Net | (5) Other Income, Net Other income, net, in consolidated statements of operations consist of: Year ended December 31, (in $millions) 2022 2021 2020 Foreign exchange (loss) gains, net $ (7) $ — $ 12 Loss on disposal of businesses — (1) — Non-service components of net periodic pension benefit 8 9 2 Other income, net $ 1 $ 8 $ 14 |
Allowances for Expected Credit
Allowances for Expected Credit Losses | 12 Months Ended |
Dec. 31, 2022 | |
Allowances for Expected Credit Losses | |
Allowances for Expected Credit Losses | (6) Allowances for Expected Credit Losses The Company adopted the guidance on allowance for credit losses in ASC 326 – Financial Instruments - Credit Losses (in $millions) Amount Balance as of December 31, 2021 $ 4 Cumulative effect of adjustment upon adoption of ASC 326 4 Current year provision for expected credit losses 19 Write-offs (4) Balance as of December 31, 2022 23 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 downtown, 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 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. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |
Prepaid Expenses and Other Current Assets | (7) Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of December 31, (in $ millions) 2022 2021 Prepaid travel expenses $ 52 $ 42 Income tax receivable 26 32 Value added and similar taxes receivables 11 11 Deferred offering costs — 21 Other prepayments and receivables 41 31 Prepaid expenses and other current assets $ 130 $ 137 |
Property and Equipment, Other
Property and Equipment, Other | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Other | |
Property and Equipment, Other | (8) Property and Equipment, Other Property and equipment, net consist of: As of December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 365 $ 304 Computer equipment 71 65 Leasehold improvements 49 52 Furniture, fixtures and other equipment 5 6 Capital projects in progress 5 9 495 436 Less: accumulated depreciation and amortization (277) (220) Property and equipment, net $ 218 $ 216 As of December 31, 2022 and 2021, the Company had capital lease assets of $6 million and $5 million, respectively, with accumulated depreciation of $3 million and $2 million, respectively, included within computer equipment. Depreciation and amortization expense for the years ended December 31, 2022, 2021 and 2020 was $89 million, $86 million and $86 million, respectively. Depreciation and amortization include $62 million, $52 million and $52 million of amortization related to capitalized software for internal use for the years ended December 31, 2022, 2021 and 2020, respectively. Upon retirement or other disposal of property and equipment, the costs and related amounts of accumulated depreciation or amortization are eliminated from the asset and accumulated depreciation accounts, respectively. The difference, if any, between the net asset value and the proceeds received, if any, is recorded in consolidated statements of operations as gain (loss) on disposal of asset within general and administrative expense. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2022 | |
Reverse Recapitalization | |
Reverse Recapitalization | (9) 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 and Continuing JerseyCo Owners and (iii) GBT JerseyCo serves as the operating partnership as part of an Up-C structure. 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 agreed to subscribe 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 entities related to APSG. The PIPE Investment was consummated concurrently with the closing of the Business Combination on May 27, 2022, generating proceeds of $323.5 million from the 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 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 of the A ordinary shares of GBT JerseyCo – which carry both voting and economic interest rights. The Continuing JerseyCo Owners hold all of 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 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) and full voting rights. ● GBTG’s issued and outstanding Class A common stock, which is equal in number to the number of GBT JerseyCo’s A ordinary shares, is held by public and the PIPE Investors. ● GBT JerseyCo MIP Options were converted into GBTG MIP Options and equity compensation plans, generally with no change in any terms and conditions of grant/vesting/exercise. In a separate transaction in January 2023, certain GBTG MIP Options were cancelled and/or exercised and new RSUs granted to the participants under an exchange offer (see note 29 – Subsequent Events ). ● 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. In a separate transaction in October 2022, these warrants were exchanged for GBTG’s Class A common stock (see note 20 – Warrants ). ● All of 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 amounts of preferred shares including dividends accrued thereon from the proceeds of the Business Combination. ● 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. At the time of the closing of the Business Combination Agreement, 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 corresponded to the number of B ordinary shares held by Continuing JerseyCo Owners in GBT JerseyCo which represented 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 23 – Stockholders’ Equity Related Party Transactions |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2022 | |
Business Acquisitions | |
Business Acquisitions | (10) Business Acquisitions There was no material business acquisition during the year ended December 31, 2022. Acquisition of Ovation 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, “Ovation”) for a total cash purchase consideration of $57 million (including approximately $4 million of deferred consideration), net of cash acquired. Ovation Group is a U.S.-based travel management company providing business travel services and meeting and special events planning across several sectors, particularly legal, financial, professional services, entertainment and media. The acquisition enhances the Company’s business client base, further improving the global scale and reach of its corporate travel business. The results of Ovation’s operations have been included in the consolidated financial statements of the Company since the date of its acquisition. During the year ended December 31, 2022, the Company paid the deferred consideration of $4 million as the conditions for deferred consideration were satisfied during the period. The terms of the acquisition further included contingent consideration of approximately $4 million that was 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 accrued for this expense as compensation expense, which was paid during the year ended December 31, 2022. The fair value of the acquisition was allocated primarily to goodwill of $36 million, amortizing intangible assets of $29 million (business 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 business 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 Ovation since the acquisition date included in the consolidated statements of operations for the year ended December 31 2021 was $23 million and $16 million, respectively,. Assuming an acquisition date of January 1, 2020 (i) the unaudited consolidated pro forma revenue and net loss of the Company for the year ended December 31, 2020 would have been $829 million and $637 million, respectively, and (ii) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would not have been materially different to the amount of revenue and net loss presented in the consolidated statements of operations. 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 business clients, from an affiliate of Expedia, Inc., EG Corporate Travel Holdings LLC (“Expedia”). As purchase consideration for this acquisition, the Company initially 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 (as defined in GBT JerseyCo’s organizational documents). 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. 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. During the second quarter of 2022, the Company finalized the net debt and working capital adjustments related to the Egencia acquisition, which resulted in an adjustment of $6 million payable by GBT JerseyCo and in relation to which it issued additional 59,111 non-voting ordinary shares to Expedia. Further, the Company obtained additional information and completed its purchase price allocation during the third quarter of 2022. As a result, the Company recognized an additional $124 million of deferred tax assets (primarily related to goodwill that was determined to be tax deductible) and adjusted its preliminary goodwill balance. Further, during 2022, the Company recognized a $19 million charge in its statement of operations associated with a loss contingency as it became probable that the Company will pay the amount for a contingent event that existed as of the Egencia acquisition date. The following table reflects the Company’s fair values of the assets acquired and liabilities assumed of Egencia as of the date of the acquisition after considering all measurement period adjustments.: (in $millions) Amount Cash and cash equivalents $ 73 Accounts receivable 154 Prepaid expenses and other current assets 32 Property and equipment 58 Goodwill 189 Other intangible assets 440 Operating lease right-of-use assets 9 Deferred tax assets 11 Other non-current assets 30 Total assets 996 Accounts payable 56 Due to affiliates 26 Accrued expenses and other current liabilities 80 Operating lease liabilities 10 Deferred tax liabilities — Other non-current liabilities 2 Total liabilities 174 Purchase consideration / Net assets acquired $ 822 Goodwill generated from the acquisition is attributable to acquired workforce and expected synergies from combining operations, centralized management and future growth. A substantial portion of goodwill is expected to be deductible for income tax purposes. The fair value and amortization periods of identifiable intangible assets acquired is as follows: Fair value of acquired Amortization intangibles period (in $millions) (in years) Business client relationships $ 390 $ 15 Tradenames 50 10 Acquired technology 50 5 The fair value of business client relationships was determined utilizing the excess earnings method of valuation, and the fair values of tradenames and acquired technology was determined utilizing the relief from royalty method. The process for estimating the fair values of identifiable intangible assets requires the use of significant estimates and assumptions, including revenue growth rates, operating margin, income tax rates, obsolescence curves, royalty rates and discount rates. Intangible assets are being amortized over their average useful lives primarily based upon the pattern in which anticipated economic benefits from such assets are expected to be realized. Pursuant to the reverse recapitalization discussed in note 9 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 Company incurred $15 million in acquisition related costs which were expensed in the period as incurred and included in general and administrative expenses in the Company’s consolidated statements of operations, with $13 million and $2 million recognized during the years ended December 31, 2021, and 2020, respectively. 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 since the acquisition date included in the consolidated statements of operations for the period ended December 31, 2021 was $33 million and $26 million, respectively. Assuming an acquisition date of January 1, 2020 (i) the unaudited pro forma revenue and net loss of the Company for the year ended December 31, 2021 would have been $889 million and $701 million, respectively, and (ii) the unaudited consolidated pro forma revenue and net loss of the Company for the year ended December 31, 2020 would have been $960 million and $1,032 million, respectively. The pro forma financial information adjusts for the effects of material business combination items, including amortization of acquired intangible assets and the reversal of Expedia’s share of hotel commission revenue recorded by Egencia in connection with a long-term hotel supply contract between the Company and Expedia, and the corresponding income tax effects. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Other Intangible Assets, Net | |
Goodwill and Other Intangible Assets, Net | (11) Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the years ended December 31, 2022 and 2021: (in $ millions) Amount Balance as of December 31, 2020 $ 1,028 Additions (1) 343 Currency translation adjustments (13) Balance as of December 31, 2021 1,358 Egencia acquisition adjustments (2) (118) Currency translation adjustments (52) Balance as of December 31, 2022 1,188 (1) Relates to acquisition of Ovation ($36 million) and Egencia ($307 million) which was based on preliminary purchase price allocation (see note 10 – Business Acquisitions (2) Relates to measurement period adjustments for Egencia acquisition (see note 10 – Business Acquisitions – Acquisition of Egencia There were no goodwill impairment losses recorded for the years ended December 31, 2022, 2021 and 2020 and there are no accumulated goodwill impairment losses as of December 31, 2022. The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 116 $ (69) $ 47 $ 115 $ (62) $ 53 Business client relationships 788 (240) 548 815 (189) 626 Supplier relationship 253 (213) 40 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets, net $ 1,161 $ (525) $ 636 $ 1,188 $ (442) $ 746 Amortization expense relating to definite-lived intangible assets was $93 million, $67 million and $62 million for the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, the estimated amortization expense relating to definite-live intangible assets, assuming no subsequent impairment of the underlying assets, for each of the five succeeding years and periods thereafter is as follows: (in $ millions) Amount 2023 $ 91 2024 70 2025 49 2026 48 2027 48 Thereafter 330 Total $ 636 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Leases | (12) Leases The Company has operating leases in various countries primarily for office facilities and finance leases in the United States primarily for information technology equipment. As of December 31, 2022, the Company’s leases generally do not contain any material residual value guarantees or material restrictive covenants. The depreciable life of lease ROU assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. The operating lease cost, including short term leases, recognized in the consolidated statement of operations for the years ended December 31, 2022, 2021 and 2020 was $26 million, $28 million and $32 million, respectively. Short term lease cost is immaterial to the Company’s consolidated statements of operations. The operating lease costs relate primarily to leases of office facilities. The finance lease amounts recognized in the consolidated statements of operations relating to amortization of ROU assets and interest on finance lease obligations was $1 million, $2 million and less than $1 million for the years ended December 31, 2022, 2021, and 2020, respectively. The following table sets out supplemental cash flow information related to leases for the year ended December 31, 2022, 2021 and 2020: Year ended December 31, (in $ millions) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 30 $ 31 Cash used in financing activities related to finance leases $ 2 $ 2 $ — ROU assets obtained in exchange for lease obligations: Operating lease $ 21 $ 9 $ 21 Finance lease $ 1 $ — $ 5 Additions to ROU assets on account of business acquisitions Operating lease $ — $ 20 $ — The following table sets out supplemental other information related to leases: 2022 2021 2020 Weighted average remaining lease term: Operating leases 6.19 years 5.36 years 4.3 years Finance leases 1.2 years 1.7 years 2.7 years Weighted average discount rate: Operating lease 8.42 % 7.15 % 5.02 % Finance lease 5.08 % 3.56 % 3.56 % Further, in order to reduce its operating costs to mitigate the negative impact resulting from the COVID-19 pandemic (see note 1 – Business Description and Basis of Presentation The following table sets out the undiscounted future payments for operating and finance lease liabilities as of December 31, 2022: (in $ millions) Finance lease liabilities Operating lease liabilities 2023 $ 2 $ 22 2024 — 20 2025 — 16 2026 — 11 2027 — 7 Thereafter — 27 Total undiscounted future payments 2 103 Less: Interest cost included — (25) Total lease liabilities 2 78 Less: Current portion of lease liabilities 2 (17) Long-term portion of lease liabilities $ — $ 61 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-Current Assets | |
Other Non-Current Assets | (13) Other Non-Current Assets Other non-current assets consist of: As of December 31, (in $ millions) 2022 2021 Restricted cash $ 13 $ 9 Derivative asset 10 — Other assets 24 32 Other non-current assets $ 47 $ 41 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Accrued expenses and other current liabilities | (14) Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: As of December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 196 $ 198 Accrued operating expenses 147 147 Client deposits 56 59 Deferred revenue 19 18 Accrued restructuring costs ( see note 15 11 69 Income tax payable 4 7 Value added and similar taxes payable 9 6 Other payables 10 15 Accrued expenses and other current liabilities $ 452 $ 519 |
Restructuring Charges
Restructuring Charges | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Charges. | |
Restructuring Charges | (15) Restructuring Charges In order to mitigate the adverse impact on the Company’s business resulting from the COVID-19 pandemic and in order to simplify the Company’s business process and improve its operational efficiencies, in 2020, the Company initiated cost savings measures which included voluntary and involuntary terminations of employee services and facility closures. Such measures are expected to provide efficiencies and realign resources within the Company. Except for in certain jurisdictions, these restructuring activities are substantially complete and the Company does not expect additional restructuring charges associated with these activities to be significant. However, the Company continues to actively evaluate additional cost reduction efforts and should the Company make decisions in future periods to take further actions, it may incur additional restructuring charges. In this respect, in January 2023, the Company announced changes to its internal operating model which would result in future cash expenditures for the payment of severance and related benefits costs resulting from reduction in workforce (see note 29 - Subsequent Events The Company incurred $(3) million, $14 million and $206 million in restructuring charges, which included restructuring costs related to voluntary and involuntary employee terminations, facility closures, and other exit activities during the years ended December 31, 2022, 2021 and 2020, respectively. The table below sets forth accrued restructuring cost, included in accrued expenses and other current liabilities, for the years ended December 31, 2022, 2021 and 2020: (in $ millions) Employee related Facility Total Balance as of December 31, 2019 10 — 10 Charges 178 28 206 Cash settled (94) (5) (99) Other non-cash (1) — (20) (20) Balance as of December 31, 2020 94 3 97 Charges, net 13 1 14 Acquired on acquisition 30 — 30 Reclassification (4) 4 — Other non-cash (1) — (1) (1) Cash settled (69) (2) (71) Balance as of December 31, 2021 64 5 69 Reversal of accruals (1) (2) (3) Cash settled (55) — (55) Balance as of December 31, 2022 $ 8 $ 3 $ 11 (1) Includes impairment of operating lease ROU assets of $1 million and $20 million for the years ended December 31, 2021 and 2020, respectively. There was no impairment of operating lease ROU asset for the year ended December 31, 2022. |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Long-term Debt. | |
Long-term Debt | (16) Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 239 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,239 1,042 Less: Unamortized debt discount and debt issuance costs (17) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,222 1,023 Less: Current portion of long-term debt 3 3 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,219 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of December 31, 2022 and 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00%) as of December 31, 2022 and 2021. See below for amendment to the senior secured credit agreement subsequent to December 31, 2022. (3) Stated interest rate of LIBOR + 2.25% as of December 31, 2022 and 2021. See below for amendment to the senior secured credit agreement subsequent to December 31, 2022. On August 13, 2018, certain of the Company’s subsidiaries entered into a senior secured credit agreement, dated as of August 13, 2018 (as amended from time to time, the “senior secured credit agreement”), by and among GBT Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), GBT III B.V., as the original parent guarantor, Morgan Stanley Senior Funding, Inc., as administrative agent and as collateral agent, and the lenders and letter of credit issuers from time to time party thereto, which initially provided for: (i) a principal amount of $250 million senior secured initial term loan facility for general corporate purposes, fully drawn on the closing date, maturing on August 13, 2025, issued at a discount of 0.25% and which requires quarterly installments payable of 0.25% of the principal amount and (ii) a $50 million senior secured revolving credit facility for general corporate purposes maturing on August 13, 2023. The interest rate per annum applicable to (a) the senior secured initial term loans is based on, at the election of the Borrower, LIBOR (as selected by the Borrower for designated interest periods) plus 2.50% or the base rate (as defined in the senior secured credit agreement) plus 1.50% and (b) the borrowings under the senior secured revolving credit facility was based on, at the election of the Borrower, LIBOR (as selected by the Borrower for designated interest periods) plus 2.25% or the base rate plus 1.25%. The Company elected to pay interest on outstanding loans under such facilities based on LIBOR. In December 2019, the senior secured credit agreement was modified to, among other things, permit certain internal reorganization transactions and add GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBTG, as the parent guarantor. On September 4, 2020, a new $400 million principal amount of senior secured tranche B-1 incremental term loan facility was obtained for general corporate purposes under the senior secured credit agreement, which was drawn in full on that date The senior secured tranche B-1 term loans (i) were to mature on August 13, 2025, (ii) were issued at a discount of 3.00% and (iii) required quarterly installments payable of 0.25% of the principal amount. The senior secured tranche B-1 term loans carried interest at a per annum rate equal to the applicable margin, plus, at the election of the Borrower, either (1) adjusted LIBOR (as selected by the Borrower for designated interest periods, subject to a 1.00% LIBOR “floor”) or (2) the base rate (as defined in the credit agreement). The interest rate margin was modified in January 2021 to be based on a pricing grid that varied with the total net leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 6.25% to 7.00% per annum for LIBOR loans and 5.25% to 6.00% per annum for base rate loans. The Company paid interest on such loans based on LIBOR. On January 20, 2021, the senior secured credit agreement was further amended to, among other things, establish a new $200 million principal amount of senior secured tranche B-2 delayed-draw incremental term loan facility, with $50 million of loans thereunder permitted to be borrowed in each quarter in 2021, subject to certain conditions, including a requirement that, with each such borrowing, equity investments in an amount equal to the amount of such borrowing shall have been funded in the Company under the Shareholders Equity Commitments (see note 23 – Shareholders’ Equity (aggregate of $150 million during such year), and, in connection therewith, a total of $50 million of equity commitments were funded under the Shareholders Equity Commitments in each of the first three quarters of 2021 (aggregate of $150 million during such year). Outstanding loans under the senior secured tranche B-2 term loan facility carried interest at a per annum rate equal to the applicable margin, plus, at the election of the Borrower, either (1) adjusted LIBOR (as selected by the Borrower for designated interest periods, subject to a 1.00% LIBOR “floor”) or (2) the base rate (as defined in the credit agreement). The applicable margin for such loans was based on the same pricing grid referred to above that applied to the senior secured tranche B-1 term loans. The Company paid interest on such loans based on LIBOR. The Company paid 3% of the senior secured tranche B-2 term loan facility, or $6 million, upfront as commitment fees to the lenders. The Borrower was also required to pay a fee of 0.75% per annum on the unused commitments under the senior secured tranche B-2 term loan facility, payable quarterly in arrears. On December 2, 2021, the Borrower obtained commitments for $1,000 million principal amount of senior secured tranche B-3 term loan facilities. Effective as of December 16, 2021, the Company amended its senior secured credit agreement to, among other things, (i) establish the senior secured tranche B-3 term loan facilities under the senior secured credit agreement and (ii) amend certain covenants and certain other terms of the senior secured credit agreement. Initial borrowings in a principal amount of $800 million were funded on such date under the senior secured tranche B-3 term loan facilities. The Company borrowed the remaining $200 million of principal amount of senior secured tranche B-3 term loans in the second quarter of 2022. The senior secured tranche B-3 term loan facilities (i) mature on December 16, 2026 and (ii) do not have any scheduled amortization payments prior to maturity (however, certain mandatory prepayment provisions in the senior secured credit agreement apply to such facilities, as described below). Loans outstanding under the senior secured tranche B-3 term loan facilities accrued interest at a variable interest rate based on either LIBOR or the “base rate” (as defined in the senior secured credit agreement), plus an applicable margin (subject to a 1.00% LIBOR floor). For any period for which accrued interest is paid in cash, the applicable margin for loans under the senior secured tranche B-3 term loan facilities was initially 6.50% per annum for LIBOR loans and 5.50% per annum for base rate loans and, commencing with the test period ended December 31, 2022, varied with the total leverage ratio (calculated in a manner set forth in the senior secured credit agreement), ranging from 5.00% to 6.50% per annum for LIBOR loans and 4.00% to 5.50% per annum for base rate loans. Until December 16, 2023, after giving effect to the January 2023 amendment described below, the Borrower will have the option to pay accrued interest on loans under the senior secured tranche B-3 term loan facilities at a rate equal to (i) the adjusted Secured Overnight Financing Rate (“SOFR”) (with a 1.00% SOFR floor) plus 4.00% per annum with respect to the portion required to be paid in cash plus (ii) 4.00% per annum with respect to the portion paid in kind by adding such interest to the principal amount of the loans. In 2021, the Borrower paid $15 million of upfront fees for the commitments of the lenders under the senior secured tranche B-3 term loan facilities. The Borrower also paid a fee of 3.00% per annum on the actual daily unused commitments until the date such commitments were not drawn down. Voluntary prepayments and debt incurrence-related mandatory prepayments of the senior secured tranche B-3 term loans are subject to the prepayment premiums as set forth in the senior secured credit agreement. On December 16, 2021, a portion of the proceeds from the initial borrowings under the senior secured tranche B-3 term loan facilities was applied to refinance and repay in full the outstanding principal amount of senior secured tranche B-1 and tranche B-2 term loans, together with applicable prepayment premiums and accrued and outstanding interest thereon as of the date of repayment, resulting in loss on early extinguishment of debt of $49 million. Following such repayments, the senior secured tranche B-1 and tranche B-2 facility were terminated. The balance of the proceeds from senior secured tranche B-3 term loan facility were used for transaction fees and costs and other general corporate purposes. 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). 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 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 and to additional conditions during the covenant suspension period provided by the January 2023 amendment described below. 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 December 31, 2022 and 2021, 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 year ended December 31, 2022 was approximately 8.2%. On January 25, 2023, the senior secured credit agreement was further amended to, among other things, (i) establish the $135 million senior secured tranche B-4 term loan facility and (ii) modify certain terms applicable to the senior secured tranche B-3 term loan facilities and the senior secured revolving credit facility (including the maturity date of such facility) under the senior secured credit agreement. The various amendments referred to above also modified certain covenants and certain other terms of the senior secured credit agreement. See note 29 – Subsequent Events Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of 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. 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 an additional financial covenant applicable solely to the senior secured revolving credit facility. 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 3.50 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 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 year ended December 31, 2022. After giving effect to the Senior Secured Credit Agreement Amendment (see note 29 – Subsequent Events 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. After giving effect to the Senior Secured Credit Agreement Amendment (see note 29 – Subsequent Events Amortization of Debt Discount and Debt Issuance Costs The Company had total unamortized debt discount and debt issuance costs of $17 million and $19 million as of December 31, 2022 and 2021, in relation to the senior secured term loans, which are presented as a deduction from the outstanding principal amount of senior secured term loans. The debt discount and debt issuance costs are amortized over the term of the related debt into earnings as part of the interest expense in the consolidated statements of operations. The changes in total unamortized debt discount and debt issuance costs are summarized below: As of December 31, (in $ millions) 2022 2021 2020 Beginning balance $ 19 $ 19 $ 10 Capitalized during the year 3 18 12 Amortized/written-off during the year (5) (18) (3) Closing balance $ 17 $ 19 $ 19 During the years ended December 31, 2022, 2021 and 2020, the Company amortized $5 million, $5 million and $3 million, respectively, of debt discount and debt issuance costs. Further, during the year ended December 31, 2021, $13 million of unamortized debt discount and debt issuance costs were written off as loss on extinguishment of debt upon the early repayment of outstanding principal amounts of senior secured tranche B-1 and tranche B-2 term loans as discussed above. Debt Maturities Aggregate maturities of debt as of December 31, 2022 are as follows: (in $ millions) Amount Year ending December 31, 2023 $ 3 2024 3 2025 233 2026 1,000 1,239 Less: Unamortized debt discount and debt issuance costs (17) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,222 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Employee Benefit Plans | (17) Employee Benefit Plans Defined Contribution Plan The Company sponsors several country-specific defined contribution savings plans, which are tax qualified defined contribution plans that allow tax deferred savings by eligible employees to provide funds for their retirement. The Company matches the contributions of participating employees on the basis specified by the plans. The Company’s contributions for these plans were $31 million for the year ended December 31, 2022 and $20 million for each of the years ended December 31, 2021 and 2020. The increase in defined contribution costs is primarily due to the increased number of employees due to the Egencia acquisition. Defined Benefit Plans The Company sponsors both contributory and non-contributory defined benefit pension plans in certain non-U.S. subsidiaries. Under the plans, benefits are based on employees’ years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company’s most material defined benefit plan in the U.K. is frozen, meaning that no new employees can participate in the plan and the active/former employees do not accrue additional benefits. As of December 31, 2022 and 2021, the aggregate projected benefit obligations of these plans were $570 million and $1,001 million, respectively, and the aggregate accumulated benefit obligation of these plans were $556 million and $975 million, respectively. The Company uses a December 31 measurement date each year to determine its defined benefit pension obligations. For such plans, the following tables provide a statement of funded status as of December 31, 2022 and 2021 and summaries of the changes in the defined benefit obligation and fair value of plan assets for the years then ended: As of December 31, (in $ millions) 2022 2021 Changes in benefit obligation: Benefit obligation, beginning of year $ 1,001 $ 1,046 Service cost 5 6 Interest cost 16 13 Plan participants’ contribution 1 1 Actuarial (gain) loss, net (339) (18) Benefit paid (18) (22) Plan amendments — (1) Curtailments and settlements (3) (3) Expenses paid from assets (1) (1) Currency translation adjustment (92) (20) Benefit obligation, end of year 570 1,001 Change in fair value of plan assets Fair value of plan assets, beginning of year 670 634 Employer contributions 32 25 Plan participants’ contributions 1 1 Benefits paid (18) (22) Actual return on plan assets (194) 47 Expenses paid from assets (1) (1) Plan settlements (3) (3) Currency translation adjustments (62) (11) Fair value of plan assets, end of year $ 425 $ 670 Unfunded status $ 145 $ 331 The actuarial gain, net, of $339 million and $18 million for the years ended December 31, 2022 and 2021, respectively, are primarily attributable to increases in the discount rate in the respective years. The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) is as follows: As of December 31, (in $ millions) 2022 2021 Unrecognized net actuarial loss $ 20 $ 150 Prior service cost 2 3 Total 22 153 Deferred taxes 5 (25) Amounts recognized in accumulated other comprehensive loss $ 27 $ 128 The following table provides the components of net periodic pension benefit (cost) for the years ended December 31, 2022, 2021 and 2020: Year ended December 31, (in $ millions) 2022 2021 2020 Service cost $ 5 $ 6 $ 7 Interest cost 16 13 15 Expected return on plan assets (26) (25) (24) Amortization of actuarial loss 2 4 2 Curtailments and settlements — (1) 4 Net periodic pension (benefit) cost $ (3) $ (3) $ 4 The weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation were as follows: Year ended December 31, 2022 2021 2020 Net periodic pension (benefit) cost: Interest cost discount rate 1.7 % 1.2 % 1.8 % Expected long-term return on plan assets 4.5 % 4.4 % 4.4 % Rate of compensation increase 3.1 % 2.6 % 2.6 % Projected benefit obligation: Discount rate 4.5 % 1.7 % 1.2 % The discount rate assumption is developed by determining a constant effective yield that produces the same result as discounting projected plan cash flows using high quality (AA) bond yields of corresponding maturities as of the measurement date. The expected long-term rate of return for plan assets has been determined using historical returns for the different asset classes held by the Company’s trusts and its asset allocation, as well as inputs from internal and external sources regarding expected capital market return, inflation and other variables. Investment objectives, policies and strategies are generally set by the independent custodians of the pension plans. The overall investment strategy for plan assets is to provide and maintain sufficient assets to meet obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact. The assets of the plans are managed in the long-term interests of the participants and beneficiaries of the plans. Investment objectives have been established based on a comprehensive review of the capital markets and each underlying plan’s current and projected financial requirements. The assets and their investments and allocation strategy, is determined by the independent custodians of the pension plan assets with the assistance of independent diversified professional investment management organization. Diversification is provided by using an asset allocation primarily between matching assets / liability-driven investments (combination of bonds and derivatives aimed at hedging against interest and inflation risks associated with pension liabilities) and return-seeking investments consisting of equity, debt, real estate and other funds in proportions expected to provide opportunities for reasonable long-term returns with acceptable levels of investment risk. The Company’s U.K. defined benefit pension plan has target allocations of 38% for matching assets / liability-driven investments and 62% for return-seeking investments and cash. Certain of the other defined pension plans in Europe invest fully in insurance contracts or collective pension foundation and do not have target assets allocation. The table below sets out the fair value of pension plan assets as of December 31, 2022: As of December 31, 2022 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 129 $ — $ 129 Return-seeking assets Equity funds — 18 54 72 Debt funds — 27 8 35 Real estate funds — 44 19 63 Other — 8 40 48 Cash and cash equivalents 33 — — 33 $ 33 $ 226 $ 121 380 Other investments measured at NAV 45 Total fair value of plan assets $ 425 The table below sets out the fair value of pension plan assets as of December 31, 2021: As of December 31, 2021 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 209 $ — $ 209 Return-seeking assets Equity funds — 73 28 101 Debt funds — 119 11 130 Real estate funds — 72 19 91 Other — 41 33 74 Cash and cash equivalents 7 — — 7 $ 7 $ 514 $ 91 612 Other investments measured at NAV 58 Total fair value of plan assets $ 670 Equity and debt securities are primarily held in pooled investment funds that are valued based on the fair value provided by the fund administrator. Other investments primarily consist of investments in diversified funds. The Company has taken practical expedient for investments that are measured at fair value using the Net Asset Value (“NAV”) and has not classified them in the fair value hierarchy. The fair value amounts presented in the “Other investments measured at NAV” are intended to permit reconciliation of the pension plan assets presented within the fair value hierarchy to the closing balance of total fair value of plan assets. The Company contributed $32 million, $25 million and $25 million to fund its defined benefit pension plans during the years ended December 31, 2022, 2021 and 2020, respectively. Annual contributions to the Company’s defined benefit pension plans are based on several factors that may vary from year to year. The Company’s policy is to contribute amounts sufficient to meet minimum funding requirements as set forth in employee benefit plan and tax laws, plus such additional amounts as the Company determines to be appropriate. Past contributions are not always indicative of future contributions. Based on current assumptions, the Company expects to make $27 million in contributions to its defined benefit pension plans in 2023. The Company expects the defined benefit pension plans to make the following estimated future benefit payments: (in $ millions) Amount 2023 $ 20 2024 20 2025 21 2026 22 2027 24 2028-2032 135 |
Other non-current liabilities
Other non-current liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Other non-current liabilities | |
Other non-current liabilities | (18) Other non-current liabilities Other non-current liabilities primarily include liabilities for client incentives payables and asset retirement obligations. Client incentive liabilities represent contractual upfront or commission payables to business clients and were $19 million and $3 million as of December 31, 2022 and 2021, respectively. Asset retirement obligations are mainly associated with closure, reclamation and removal costs for leasehold premises. The Company’s asset retirement obligations were approximately $18 million and $13 million as of December 31, 2022 and 2021, respectively. Estimated asset retirement obligation costs and settlement dates, which affect the carrying value of the liability and the related capitalized asset, are reviewed periodically to ensure that any material changes are incorporated into the latest estimate of the obligation. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies. | |
Commitments and Contingencies | (19) Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of December 31, 2022, the Company had approximately $224 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting and licensing contracts for information technology, of which $89 million relates to the year ending December 31, 2023. These purchase commitments extend through 2031. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $20 million as of December 31, 2022. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. Legal Contingencies The Company recognizes legal fees as expense when the legal services are provided. Based on its current knowledge, and taking into consideration its litigation-related liabilities, the Company believes it is not a party to any pending legal proceeding or governmental examination that would have a material adverse effect on the Company’s consolidated financial condition or liquidity. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2022 | |
Warrants | |
Warrants | (20) Warrants The Company accounted 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. On October 12, 2022, GBTG completed its exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to its outstanding public and private warrants. At the time of the Exchange Offer, there were 39,451,067 warrants outstanding (12,224,134 private warrants and 27,226,933 public warrants) each having an exercise price of $11.50 per warrant. Holders of the warrants that were tendered prior to the expiration of the Exchange Offer and Consent Solicitation received 0.275 shares of Class A common stock in exchange for each warrant tendered. GBTG issued 10,444,363 shares of Class A common stock in exchange for the warrants tendered in the Exchange Offer. The Company also entered into the related amendment to the warrant agreement governing the warrants (the “Warrant Amendment”) and exercised its right under the Warrant Amendment to acquire and retire all remaining untendered warrants in exchange for shares of its Class A common stock at an exchange ratio of 0.2475 shares of Class A common stock for each warrant (the “Mandatory Exchange”). The Mandatory Exchange was settled on October 31, 2022, and GBTG issued an additional 364,147 shares of Class A common stock. Subsequent to the completion of the Mandatory Exchange, there are no warrants outstanding as of December 31, 2022. Upon exchange of warrants for Class A shares, the warrant liability of $59 million was extinguished and the amount credited to additional paid in capital. |
Earnout Shares
Earnout Shares | 12 Months Ended |
Dec. 31, 2022 | |
Earnout Shares | |
Earnout Shares | (21) Earnout Shares As part of the reverse recapitalization transaction, certain stockholders and employees are entitled to additional consideration in the form of “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 have been given to certain stockholders) to be issued 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. 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 The Earnout Shares to stockholders are accounted under ASC 815. Such guidance provides that because the Earnout Shares do not meet the criteria for equity treatment thereunder, Earnout Shares must be recorded as a liability. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Earnout Shares liability 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 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 December 31, 2022 the fair value of the Earnout Shares liability was estimated to be $90 million. The Company recognized a gain on the fair value change in Earnout Shares liability of $10 million in its consolidated statement of operations for the year ended December 31, 2022. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Equity-Based Compensation | |
Equity-Based Compensation | (22) Equity-Based Compensation Management Incentive Plan In May 2022, GBTG adopted the Global Business Travel Group, Inc. Management Incentive Plan (the “GBTG MIP”) which superseded the GBT JerseyCo Management Incentive Plan, as amended and restated from time to time with the last amendment being on December 2, 2021 (the “Legacy GBT MIP”). Further, all options granted under the Legacy GBT MIP (“GBT JerseyCo MIP Options”) that were outstanding at the closing of the Business Combination, whether vested or unvested, were converted into options to purchase shares of GBTG’s Class A common stock (“GBTG MIP Options”) under the terms and conditions of the GBTG MIP. The outstanding GBT JerseyCo MIP Options were converted using the same exchange ratio as was used to convert the then-existing GBT JerseyCo shares to new classes of shares under the Business Combination. The exercise price of the GBT JerseyCo MIP Options was 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 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 one The table below presents the activity of the GBTG MIP Options granted under the GBTG MIP for the year ended December 31, 2022: Weighted average Weighted average Number of exercise price remaining Aggregate intrinsic options per option contractual term value (in $ millions) Balance of GBT JerseyCo MIP Options as of December 31, 2021 4,173,448 $ 67.22 Exchange ratio conversion 8.7659 Recalculated GBTG MIP Options beginning balance 36,584,013 7.67 Forfeited (138,124) $ 10.03 Exercised (48,212) $ 6.55 Balance as of December 31, 2022 (1) 36,397,677 $ 7.66 Exercisable as of December 31, 2022 27,766,065 $ 7.10 4.1 13 Expected to vest as of December 31, 2022 8,631,632 $ 10.31 8.5 — (1) In January 2023, a portion of GBTG MIP Options was cancelled/exercised and exchanged for new RSUs. (See note 29 – Subsequent Events ) The fair value of GBTG MIP Options is determined utilizing Black Scholes model. There were no options granted in 2022 or 2020. The weighted average grant-date fair value of the GBTG MIP Options granted in 2021 was $3.02 per option. The key assumptions used in the valuation of these options are presented in the table below. Assumption 2021 Annual risk-free interest rate 1.15 % Equity volatility 29 % Expected average life of options 6 years Dividend yield 0 % The annual risk-free interest rate is determined by considering the U.S. treasury yield risk-free interest rate that corresponds with the expected term of the award. The expected volatility was determined by taking the average historical volatility of a group of comparable publicly traded companies over a period equal to the expected term of the awards. The expected term was based on the average period the stock-based awards are expected to remain outstanding. Dividend yield of zero was determined as the Company currently does not pay any dividend. In January 2023, pursuant to the closing of an exchange offer, the Company cancelled and/or mandatorily exercised certain of the GBTG MIP Options and issued new RSUs to certain participants (see note 29 – Subsequent Events 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 47,870,291 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 that is cancelled, terminated or forfeited or lapses after the effective date of the 2022 Plan. Shares issued by GBTG in connection with the assumption or substitution of outstanding grants or under certain stockholder approved plans from an acquired company will not reduce the number of shares available for awards under the 2022 Plan. Shares underlying the portion of an award that is forfeited or otherwise terminated for any reason whatsoever, in any case, without the issuance of shares, will be added back to the number of shares available for grant under the 2022 Plan. Shares issued under the 2022 Plan may, at the election of the board of directors of GBTG (the “GBTG Board”), be (i) authorized but previously unissued or (ii) previously issued and outstanding and reacquired by GBTG. During the year ended December 31, 2022, the Company granted restricted share units (“RSUs”) under the 2022 Plan to certain of its key employees. The RSUs generally vest one The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2022: Weighted Number of average grant (in $ millions) RSUs date fair value Granted during the year 11,430,966 $ 7.56 Forfeited / cancelled during the year (142,221) $ 6.19 Balance as of December 31, 2022 11,288,745 $ 7.56 Earnout Shares During 2022, in connection with the Business Combination, the Company granted certain Earnout Shares to its employees (see note 21 – Earnout Shares Fair Value Measurements Employee Stock Purchase Plan In May 2022, GBTG stockholders approved the Global Business Travel Group, Inc. Employee Stock Purchase Plan (the “ESPP”) under which a maximum of 11,068,989 shares of Class A common stock (the “ Initial ESPP Reserve”) are initially available for purchase under the ESPP. There are two In 2022, the Company did not commence any offering periods under the ESPP and no shares were purchased under the ESPP. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2022, 2021 and 2020 amount to $39 million, $3 million and $3 million, respectively, ($31 million, $3 million and $3 million after considering the tax impact) and were included as follows: (in $ millions) Amount Cost of revenue (excluding depreciation and amortization) $ 2 Sales and marketing 14 Technology and content 8 General and administrative 15 Total 39 As of December 31, 2022, the Company expects compensation expense, related (i) to unvested GBTG MIP Options of approximately $28 million to be recognized over the remaining weighted average period of 1.7 years and (ii) unvested RSUs of approximately $60 million to be recognized over the remaining weighted average period of 1.8 years. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity | |
Shareholders' Equity | (23) Shareholders’ Equity Subsequent to the reverse recapitalization as described in note 9, 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 67,753,543 shares are issued and outstanding as of December 31, 2022 (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 December 31, 2022 and (iii) 6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which are issued and outstanding as of December 31, 2022. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which are issued and outstanding as of December 31, 2022, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which are issued and outstanding as of December 31, 2022 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which are issued and outstanding as of December 31, 2022. Holders of Class A common stock and Class B common stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. In order to preserve the Up-C structure, the Exchange Agreement (see note 9 – Reverse Recapitalization Class A Common Stock Voting: Dividend: Liquidation: Class A common stock will be entitled to receive, ratably on a per share basis with other holders of Class A common stock (subject to the nominal economic rights of holders of the Class B common stock), the Company’s remaining assets available for distribution to stockholders. Other rights: - Related Party Transactions - Reverse Recapitalization Class B Common Stock Voting: Dividend: Liquidation: Other rights: - Exchange Agreement: Preferred Stock Voting: Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A common stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B common stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A common stock and Class B-1 preferred stock shall be identical in all respects to the Class B common stock. Preferred Shares of GBT JerseyCo: Upon closing of the Business Combination on May 27, 2022, GBT JerseyCo redeemed, in full, the outstanding amount of its then issued and outstanding preferred shares, including dividends accrued thereon. Upon redemption, all of the preferred shares were cancelled. There was no issuance of preferred shares during the year ended December 31, 2022; however, GBT JerseyCo accrued a dividend of $8 million for the year ended December 31, 2022, on the outstanding balance of preferred shares, until the date such preferred shares were outstanding. During the year ended December 31, 2021, the Company issued 1,500,000 preferred shares, in equal proportion to Amex Coop and Juweel for a total consideration of $150 million. During the year ended December 31, 2021, the Company accrued a dividend of $10 million on such preferred shares. 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. Distributions The Company paid cash of $1 million during the year ended December 31, 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 year ended December 31, 2022 or 2020. See the discussion above for dividends on preferred shares accrued during the year ended December 31, 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 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 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, 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 which the VWAP of Class A common stock exceeds $12.00 per share for any 20 trading days within a period of 30 consecutive trading days. 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 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 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. Any Class A common stock purchased by the Sponsor in connection with the PIPE investment will not be subject to the vesting or transfer restrictions described above. These shares are accounted for as part of Earnout Shares discussed in note 21 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 Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) Net changes prior to reverse recapitalization, net of tax benefit (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit (1) 8 101 16 125 Allocated post reverse recapitalization change to non-controlling interest (6) (86) (14) (106) Balance as of December 31, 2022 (10) (1) 4 (7) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $ (30) million, $10 million and $(15) million for the years ended December 31, 2022, 2021 and 2020, respectively. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to actuarial losses and prior service costs is included as component of net periodic pension benefit (cost) included within other income (expense), net, in the Company’s consolidated statements of operations. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share | |
Loss per share | (24) Loss per share The Company’s basic loss per share for the year ended December 31, 2022 is based on results for the period from the date of the Business Combination, May 27, 2022 to December 31, 2022, the period where the Company had loss attributable to Class A common stockholders. The Company’s diluted loss per share for the year ended December 31, 2022 is based on the results of operations for the year. This is because the numerator calculated for basic loss per share adjusts for the results of operations that are attributable to the Class B common stockholders who are also the Continuing JerseyCo Owners of GBT JerseyCo (which is a predecessor to GBTG). The Company analyzed the calculations of net loss per share for periods prior to the Business Combination and determined that the values would not be meaningful to the users of these consolidated financial statements as it did not represent equity structure post Business Combination transaction. Basic loss per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted loss per share is based on the average number of shares of Class A common stock used for the basic loss per share calculation, adjusted for the dilutive effect of warrants, GBTG MIP Options and RSUs 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, to the extent they are dilutive. As discussed in note 21 – Earnout Shares Earnings Per Share shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, dividends accrued on Earnout Shares, if any, will be forfeited if the pricing thresholds for Earnout Shares are not met during the specified time period. As the Company had net loss for the period, approximately 36 million of GBTG MIP Options and 11 million of RSUs have been excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share. GBTG’s Class B common stock generally has 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). As such, basic earnings (loss) per share of Class B common stock have not been presented. However, as these shares can be converted to Class A common stock under the provisions of Exchange Agreement, Class B 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 loss per share from continuing operations: (in $ millions, except share and per share data) 2022 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (25) Add: Net loss attributable to non-controlling interests in subsidiaries (1) (204) Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B) $ (229) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A common stock outstanding – Basic (C) 51,266,570 Assumed conversion of Class B common stock 394,448,481 Weighted average number of Class A common stock outstanding – Diluted (D) 445,715,051 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.50) Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D) $ (0.51) (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. |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Dec. 31, 2022 | |
Derivatives and Hedging | |
Derivatives and Hedging | (25) 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, Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, entered into an interest rate swap contract that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans. The terms of such swap were initially linked to LIBOR as the benchmark rate, with 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 interest rate swap derivative is to mitigate its exposure to increase / variability in LIBOR / SOFR interest rates. The interest rate swap was for a notional amount of debt of $600 million, for a period from March 2022 to March 2025 with fixed interest rate of 2.0725%. The interest rate swap was designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month LIBOR exceeds 2.0725%. In June 2022, the Company terminated this interest rate 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%. Under ASC 815, Derivatives and Hedging In February 2023, the Company further entered into another interest rate swap agreement for a notional principal amount of debt of $300 million. See note 29 - Subsequent Events Warrants and Earnout Shares As a result of the Business Combination, GBTG has issued and outstanding Earnout Shares (see note 21 – Earnout Shares Warrants As of December 31, 2022, there are no warrants issued and outstanding issued Balance sheet As of As of (in $millions) location December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 10 — Derivatives not designated as hedging instruments Earnout Shares Earnout derivative liabilities $ 90 — $ 100 — The table below presents the impact of changes in fair values of derivatives on other comprehensive loss and on net loss: Amount of gain/(loss) recognized in Amount of gain/(loss) recognized in other comprehensive loss statements of operations Year ended Year ended December 31 Statement of December 31 2022 2021 2020 operations location 2022 2021 2020 Derivatives designated as hedging instruments Interest rate swap $ 32 — — NA — — — Interest rate swap reclassed to statement of operations (4) — — Interest expense $ 4 — — Derivatives not designated as hedging instruments Earnout Share NA — — Fair value movement on earnouts and warrants derivative liabilities 10 — — Warrants NA — — Fair value movement on earnouts and warrants derivative liabilities (2) — — $ 12 — — During the year ended December 31, 2022, the Company has reclassified $4 million from accumulated other comprehensive loss and recognized it as a credit to interest expense. The total net 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. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Fair Value Measurements | (26) Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of December 31, 2022, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments— interest rate swap and non-employee Earnout Shares. The fair value of the Company’s interest rate swap 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 non-employee Earnout Shares is determined using Monte Carlo valuation method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: As of Fair Value December 31, December 31, (in $ millions) Hierarchy 2022 2021 Interest rate swaps Level 2 $ 10 $ — Non-employee Earnout Shares Level 3 $ 90 — The fair value of each Earnout Share (both employee and non-employee) was estimated using the Monte Carlo Option Pricing Method. Inherent in the Monte Carlo 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 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. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the Earnout Shares. The expected life of the Earnout Shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the 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 December 31, 2022: As of December 31, May 27, 2022 2022 Stock price ($) $ 6.75 $ 7.39 Risk-free interest rate 4.06 % 2.81 % Volatility 42.5 % 37.5 % Expected term (years) 4.4 5.0 Expected dividends 0.0 % 0.0 % Fair value ($) (per Earnout Share – Tranche 1) $ 4.30 $ 4.82 Fair value ($) (per Earnout Share – Tranche 2) $ 3.58 $ 3.98 During the period public warrants were outstanding, they were valued using quoted market prices on the New York Stock Exchange under the ticker GBTG.WS and were included in Earnouts and warrants derivative liabilities on the consolidated balance sheets. As of May 27, 2022, the price per public warrant was $1.33. On the closing date of the Business Combination, the fair value of private warrants was estimated using the Black-Scholes option pricing method. Inherent in the Black Scholes option pricing method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the private warrants based on implied volatility from historical volatility of select peer companies’ common stock that matches the expected remaining life of the private warrants. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the private warrants. The expected life of the private warrants was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the initial measurement of the private warrants on May 27, 2022. May 27, 2022 Stock price ($) $ 7.39 Exercise price ($) $ 11.50 Risk-free interest rate 2.70 % Volatility 37.5 % Expected term (years) 5.00 Expected dividends 0.00 % Fair value ($) (per private warrant) $ 1.68 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 December 31, 2022: Non-employee Private Earnout Shares warrants As of date of Business Combination - May 27, 2022 $ 100 $ 21 Change in fair value (10) (2) Transferred to level 2 — (19) Balance as of December 31, 2022 $ 90 $ — 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 December 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 220 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 987 $ 1,017 $ 787 $ 800 (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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | (27) 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. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provides certain advisory services to the Company for which fees of approximately $1 million, $2.5 million and $2.5 million were incurred for each of the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022 and 2021, the Company had $5 million and $4 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 $24 million, $10 million and $12 million for the year ended December 31, 2022, 2021 and 2020, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $21 million, $19 million and $21 million for the years ended December 31, 2022, 2021 and 2020, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2022 and December 31, 2021, were $24 million and $16 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $15 million as of both December 31, 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 (see note 4 – Income Taxes License of American Express Marks GBT US LLC, a wholly owned subsidiary of GBTG, entered into a 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 trademark license agreement), and worldwide basis. Effective upon closing of the Business Combination, 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 See note 9 - Reverse Recapitalization 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 In connection with the acquisition of Egencia, on November 1, 2021, an affiliate of GBT and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBT’s business clients with access to Expedia group hotel content (the “EPS Agreement”). The EPS Agreement requires an affiliate of Expedia to meet certain competitiveness thresholds with respect to the Expedia group hotel content offered to the Company and requires the Company to satisfy certain share of wallet commitments to the affiliate of Expedia (including the making of cash shortfall payments in the event of share of wallet failure, subject to offset based on outperformance by the Company in subsequent periods). The Company’s share of wallet obligations are subject to adjustment for future acquisitions and dispositions and the failure of the affiliate of Expedia to meet agreed competitiveness thresholds. As a result of the above agreement, the Company recognized revenue of $130 million and $8 million for the period ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company had a $18 million and $4 million receivable from the affiliate of Expedia, respectively. As part of the Egencia acquisition, on November 1, 2021, GBT UK 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 GBT. The initial term of the Egencia TSA is 18 months During the year ended December 31, 2022, the Company recognized a charge of $19 million in its statement of operations for a loss contingency as it became probable that the Company will pay the amount to Expedia for a contingent event that existed as of the Egencia acquisition date. As of December 31, 2022, the Company has a payable of $15 million to Expedia. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Segment Information | (28) Segment Information Reportable segments are determined based upon the Company’s internal organizational structure; the manner in which the Company’s operations are managed; the criteria used by the Company’s Chief Executive Officer, who is also the Company’s Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information utilized on a regular basis by the CODM to assess financial performance and to allocate resources; and overall materiality considerations. All significant operating decisions are based on analysis of the Company as a single global business. The Company has determined it has three operating segments, Business Travel, Meetings and Events, and Egencia that have been aggregated and presented as one reportable segment due to their similar economic characteristics, nature of services provided, type of customers, methods used to provide services and regulatory environment. The financial measures which the Company’s CODM uses to evaluate the performance of the Company are net revenue and Adjusted EBITDA, which is defined as net income (loss) before interest income, interest expense, benefit from (provision for) income taxes, and depreciation and amortization and further excluding costs that management believes are non-core to the underlying business of the Company including restructuring costs, integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, certain corporate costs, foreign currency gains (losses), non-service components of net periodic pension benefit (cost) and gains (losses) on disposal of business. The CODM also regularly reviews revenue by transaction type – Travel Revenue and Products and Professional Services Revenue (see note 3 – Revenue from Contracts with Customers The Company maintains operations in the United States, United Kingdom and other international territories. The table below presents the Company’s revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location: (in $ millions) United States United Kingdom All other countries Total Revenue Year ended December 31, 2022 $ 672 $ 687 $ 492 $ 1,851 Year ended December 31, 2021 $ 226 $ 276 $ 261 $ 763 Year ended December 31, 2020 $ 191 $ 314 $ 288 $ 793 Long-lived assets As of December 31, 2022 $ 123 $ 68 $ 85 $ 276 As of December 31, 2021 $ 100 $ 76 $ 99 $ 275 As of December 31, 2020 $ 38 $ 93 $ 118 $ 249 The geographical determination of revenue is based on the jurisdiction of the legal entity contracting with the customer. No single customer accounted for 10 percent or more of the Company’s revenue for the years ended December 31, 2022, 2021 and 2020. Similarly, no single customer accounted for 10 percent or more of the accounts receivable balance as of December 31, 2022 and 2021. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | (29) Subsequent Events Amendment of Senior Secured Credit Agreement On January 25, 2023, the senior secured credit agreement (see note 16 – Long-term Debt The amendment 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 New 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 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 New Loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility. Restructuring On January 24, 2023, the Company announced changes to its internal operating model and expects to incur total pre-tax restructuring and 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 reduction in workforce. This strategic realignment and related actions are expected to be substantially complete by the end of the second quarter of 2023. MIP Exchange Offer In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to tender their underwater GBTG MIP Options for new RSUs calculated in a manner as set out in the exchange offer. The exchange offer expired on January 26, 2023. Pursuant to the terms of exchange offer, 10,088,754 GBTG MIP Options were cancelled and the Company granted 4,817,142 new RSUs in respect of the cancelled GBTG MIP Options. In addition, 2,699,885 GBTG MIP Options were automatically exercised as required by the terms of the exchange offer. The new RSUs were granted under the 2022 Plan and vest one Interest Rate Swap Contract In February 2023, in order to mitigate the financial impact of expected increases in interest rates, the Company entered into an interest rate swap 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 the Company to receive a variable rate of 3 months U.S SOFR, with a floor of 0.9%, and pay fixed rate of 4.295%. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2022 | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS DECEMBER 31, 2022, 2021 AND 2020 Charged to Balance at expense or Write-offs beginning other and other Balance at (in $ millions) of year accounts adjustments end of year Allowance for credit losses Year ended December 31, 2022 $ 4 $ 23 $ (4) $ 23 Year ended December 31, 2021 $ 14 $ (5) $ (5) $ 4 Year ended December 31, 2020 $ 11 $ 4 $ (1) $ 14 Valuation allowance for deferred tax assets Year ended December 31, 2022 $ 116 $ 14 $ (6) $ 124 Year ended December 31, 2021 $ 119 $ (1) $ (2) $ 116 Year ended December 31, 2020 $ 88 $ 31 $ — $ 119 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Consolidation | Consolidation The Company’s consolidated financial statements include the accounts of GBTG, its wholly- owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss 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. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, supplier revenue, allowance for credit losses, depreciable lives of property and equipment, acquisition purchase price allocations including valuation of acquired intangible assets and goodwill and contingent consideration, 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 and accrual of contingent liabilities. 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. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include cash on hand and at bank, and, bank deposits and other highly liquid investments with original maturities of 90 days or less. Restricted cash includes cash that is restricted through legal contracts or regulations. It primarily includes collateral provided for bank guarantees for certain office leases and to certain travel suppliers. Restricted cash is aggregated with cash and cash equivalents in the consolidated statements of cash flows. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Accounts receivable primarily includes trade accounts receivable from business clients and travel suppliers, and receivables from government for grants, less allowances for credit losses. For periods prior to January 1, 2022, the allowance for doubtful accounts was estimated based on historical experience, aging of the receivable, credit quality of the customers, and other factors that may affect the Company’s ability to collect from customers. On January 1, 2022, the Company adopted the accounting standards update on the measurement of expected credit losses, which requires the Company to estimate lifetime expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics, of its customers and the related receivables, which include size, type (e.g. business clients vs. supplier and credit card vs. non-credit-card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivables. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed at each quarter based on the Company’s specific facts and circumstances. See note 6 – Allowance for Expected Credit Losses for additional information. The majority of the Company’s receivables are trade receivables due in less than one year. Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are generally fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic (see note 1 - Business Description and Basis of Presentation |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost, net of accumulated depreciation and amortization. The Company also capitalizes certain costs associated with the acquisition or development of internal-use software. The Company capitalizes costs incurred during the application development stage related to the development of internal use software. The Company expenses cost incurred related to the planning and post-implementation phases of development as incurred. Depreciation is recognized once an asset is available for its intended use. Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 –10 years or lease term Furniture, fixtures and other equipment Up to 7 years |
Equity Method Investments | Equity Method Investments Investments in entities in which the Company exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. Generally, if the Company owns voting rights of between 20% and 50% of equity interest, it is presumed to exercise significant influence. The Company’s proportionate share of the net income (loss) of the equity method investments is included in the Company’s results of operations. When the Company share of losses of an equity method investment equals or exceeds its investment value plus advances made to equity method investment, the Company discontinues recognizing share of further losses. Additional losses are provided for and a liability is recognized, only to the extent the Company has legal or constructive obligations to fund further losses in the equity method investment. Dividends received from the equity method investees are recorded as reductions to the carrying value of the equity method investment. The Company periodically reviews the carrying value of these investments to determine if there has been an other-than temporary decline in their carrying values. A variety of factors are considered when determining if a decline in the carrying value of equity method investment is other than temporary, including, among others, the financial condition and business prospects of the investee, as well as the Company’s investment intent. Based on the Company’s assessment, the Company recorded $2 million as impairment of equity method investments for the year ended December 31, 2021, which is included within share of (losses) earnings from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2022 and 2020. |
Business Combinations and Goodwill | Business Combinations and Goodwill The Company accounts for business combinations using purchase method of accounting which requires assigning the fair value of the consideration transferred to acquire a business to the tangible assets and identifiable intangible assets acquired and liabilities assumed on the basis of their fair values at the date of acquisition. Goodwill represents the excess of the purchase consideration over the fair value of net tangible and identifiable assets acquired. The purchase price allocation process requires the Company to make significant assumptions and estimates in determining the purchase price, fair value of assets acquired and liabilities assumed at the acquisition date, especially with respect to acquired intangible assets. Fair value measurements may include the use of appraisals, market quotes for similar transactions, discounted cash flow techniques or other methodologies management believes to be relevant. Significant estimates in valuing certain intangible assets include but are not limited to future expected cash flows from customer and supplier relationships, and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. Any changes to provisional amounts identified during the measurement period are recognized in the reporting period in which the adjustment amounts are determined. The Company evaluates goodwill for impairment on December 31 each year, or more frequently, if impairment indicators exist. The Company performs either a qualitative or quantitative assessment of whether it is more likely than not that the reporting unit’s fair value is less than its carrying value. A goodwill impairment loss is measured at the amount by which a reporting unit’s carrying amount exceeds its fair value, not to exceed the carrying amount of goodwill. Fair values are determined using a combination of standard valuation techniques, including an income approach (discounted cash flows) and market approaches (e.g., sales or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) multiples of comparable publicly traded companies) and based on market participant assumptions. Based on the results of the annual impairment test, the Company concluded that there was no impairment of goodwill during the years ended December 31, 2022, 2021 and 2020 because qualitative and/or quantitative tests indicated the reporting units’ fair value was in excess of their respective carrying values. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from actual results of operations and cash flows, and if so, could cause the Company to conclude in the future that impairment indicators exist and that goodwill may become impaired. |
Impairment of Other Intangible Assets and Long-Lived Assets | Impairment of Other Intangible Assets and Long-Lived Assets Finite-lived intangible assets are amortized on a straight-line basis and estimated to have useful lives as follows: Trademarks / tradenames 5 – 10 years Business client relationships 10- 15 years Supplier relationships 10 years Travel partner network 10 years Finite-lived intangible assets and long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of those assets or groups of assets, that generate cash flows largely independent of other assets or asset groups, may not be recoverable. If impairment indicators exist, the undiscounted future cash flows associated with the expected service potential of the asset or asset group and cash flows from their eventual disposition are compared to the carrying value of the asset or asset group. If the sum of the undiscounted expected cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in an amount by which the carrying value of the asset or asset group exceeds its fair value through a charge to the Company’s consolidated statements of operations. The estimated fair value of the asset group is determined using appropriate valuation methodologies which would typically include an estimate of discounted cash flows. |
Leases | Leases The Company determines whether an arrangement contains a lease at inception of a contract. Lease assets represent the Company’s right-of-use (“ROU”) of an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the consolidated balance sheet. Finance leases are generally those leases that allow the Company to either utilize the entire asset over its economic life or substantially pay for all of the fair value of the asset over the lease term. All other leases are categorized as operating leases. Lease ROU assets and lease liabilities are recognized based on the present value of the fixed lease payments over the lease term at the commencement date. As the interest rate implicit in the lease is generally not determinable in transactions where the Company is a lessee, the Company uses its incremental borrowing rate, based on the information available at the commencement date, in determining the present value of future payments and uses the implicit rate when readily available. The operating lease ROU assets include lease pre-payments and initial direct costs and are reduced for deferred rent and any lease incentives. Certain of the Company’s lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The Company’s lease agreements may include both lease and non-lease components. For leases of information technology equipment used in its data centers, the Company accounts for the lease and non-lease components on a combined basis. For leases of all other assets, lease and non-lease components are accounted for separately. Operating leases are included in operating lease ROU assets, and current and long-term portion of operating lease liabilities on the Company’s consolidated balance sheets. Operating lease expense is generally recognized on a straight-line basis over the lease term. Finance leases are included in property and equipment, net, and accrued expenses and other current liabilities, and other long-term liabilities on the Company’s consolidated balance sheets. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses and tax credit carryforwards. All deferred income taxes are classified as non-current assets and/or liabilities on the Company’s consolidated balance sheets. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that apply to taxable income in effect for the years in which those tax assets or liabilities are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized. In order for the Company to realize the deferred tax assets, it must be able to generate sufficient taxable income in those jurisdictions where the deferred tax assets are located. A change in the Company’s estimate of future taxable income may change the Company’s conclusion on its ability to realize all or a part of its net deferred tax assets, requiring an adjustment to the valuation allowance charged to the provision for income taxes in the period in which such a determination is made. The Company recognizes deferred taxes on undistributed earnings of foreign subsidiaries because it does not plan to indefinitely reinvest such earnings. A two-step approach is applied in the recognition and measurement of uncertain tax positions taken or expected to be taken in a tax return. The first step is to determine if the weight of available evidence indicates that it is more likely than not that the tax position will be sustained on examination by the taxing authorities, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits within the benefit from/provision for income taxes in its consolidated statements of operations. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches. A hierarchy has been established for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market rates obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s estimates about the assumptions market participants would use in the pricing of the asset or liability based on the best information available. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss), net of taxes, consists of (i) foreign currency translation adjustments, (ii) unrealized actuarial gains and losses on defined benefit plans and unamortized prior service cost and (iii) unrealized gains and losses on derivatives accounted for as effective hedges and certain historical net investment hedges. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and cash equivalents and accounts receivable. The Company maintains cash and cash equivalents balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash and cash equivalents are primarily composed of current account balances in banks, are mainly non-interest bearing and are primarily denominated in U.S. dollar, British pound sterling and Euro currencies. As of December 31, 2022, approximately 35% of our cash balance is with a single bank. Concentrations of credit risk associated with accounts receivable are considered minimal due to the Company’s diverse customer base spread across different countries. |
Revenue Recognition | Revenue Recognition The Company generates revenue in two primary ways: ● Travel Revenues which include fees received from business clients and travel suppliers relating to servicing a travel transaction, which can be air, hotel, car rental, rail or other travel-related bookings or reservations, cancellations, exchanges or refunds and ● Products and Professional Services Revenues which include revenues received from business clients, travel suppliers and Network Partners for using the Company’s platform, products and value-added services. Revenue is recognized when control of the promised services in an arrangement is transferred to the customers in an amount that reflects the expected consideration in exchange for those services. The Company’s customers are its (i) business clients to whom the Company provides travel processing, consultancy and management services and (ii) travel suppliers including providers of Global Distribution Systems (“GDS”). The Company has determined a net presentation of revenue (that is, the amount billed to a business client less the amount paid to a travel supplier) is appropriate for the majority of the Company’s transactions as the travel supplier is primarily responsible for providing the underlying travel services and the Company does not control the service provided to the traveler/business clients. The Company excludes all taxes assessed by a government authority, if any, from the measurement of transaction prices that are imposed on its travel related services or collected by the Company from customers (which are therefore excluded from revenue). Travel Revenue Client Fees Transaction Fees and Other Revenues Consideration Payable to Clients and Client Incentives Supplier Fees Base Commissions and Incentives (i) at the time a ticket is purchased for air travel reservations as the Company’s performance obligation to the supplier is satisfied at the time of ticketing and (ii) upon fulfillment of the reservation for hotels and car rentals as the performance obligation to the hotel and car rental companies is not satisfied until the customer has checked-in to the hotel property and/or picked-up the rental car. Incentive Revenues GDS Revenues Products and Professional Services Revenues Management Fees Product Revenues Consulting and Meeting and Events Revenues Other Revenues |
Cost of revenue | Cost of revenue Cost of revenue primarily consists of (i) salaries and benefits of the Company’s 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 Sales and marketing primarily consists of (i) salaries and benefits of the Company’s employees in its sales and marketing function and (ii) the expenses for acquiring and maintaining customer partnerships including account management, sales, marketing, and consulting alongside the functions that support these efforts. |
Technology and content | Technology and content Technology and content primarily consists of (i) salaries and benefits of employees engaged in the Company’s product and content development, back-end applications, support infrastructure and maintenance of the security of the Company’s networks and (ii) other costs associated with licensing of software and information technology maintenance expense. |
General and Administrative | General and Administrative General and administrative expenses consists of (i) salaries and benefits of the Company’s 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 and mergers and acquisitions costs primarily related to due diligence, legal expenses and related professional services fees and (iii) fees and costs related to accounting, tax and other professional services, legal related costs, and other miscellaneous expenses. |
Restructuring charges | Restructuring charges Restructuring and other charges consist primarily of costs associated with (i) employee termination benefits and (ii) lease exit and related costs. One-time involuntary employee termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria have been met. With respect to employee terminations under ongoing benefit arrangements, a liability for termination benefits is recognized at estimated fair value when it is probable that amounts will be paid to employees and such amounts are reasonably estimable. Costs associated with exit or disposal activities, including impairment of operating lease ROU assets are presented as restructuring charges in the consolidated statement of operations (see note 15 – Restructuring Charges). |
Advertising Expense | Advertising Expense Advertising costs are expensed in the period incurred and include online marketing costs, such as search and banner advertising, and offline marketing, such as television, media and print advertising. Advertising expense, included in sales and marketing expenses on the consolidated statements of operations, was approximately $6 million, $2 million and $3 million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Equity-based Compensation | Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of stock options to employees and non-employee directors of the Company who perform services for the Company. The awards are equity-classified and the compensation is expensed, net of actual forfeitures, on a straight line basis over the requisite service period based upon the fair value of the award on the grant date and vesting conditions. |
Pension and Other Post-retirement Benefits | Pension and Other Post-retirement Benefits The Company sponsors defined contribution savings plans under which the Company matches the contributions of participating employees on the basis specified by the plan. The Company’s costs for contributions to these plans are recognized as a component of salaries and benefits, in the Company’s consolidated statements of operations as such costs are incurred. The Company also sponsors both non-contributory and contributory defined benefit pension plans whereby benefits are based on an employee’s years of credited service and a percentage of final average compensation, or as otherwise described by the plan. The Company recognizes the funded status of its defined benefit plans and presents it as a non-current liability on its consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The measurement date used to determine benefit obligations and the fair value of plan assets for all defined benefit plans is December 31 of each year. Defined benefit plan expenses are recognized in the Company’s consolidated statements of operations based upon various actuarial assumptions, including expected long-term rates of return on plan assets, discount rates, employee turnover, and mortality rates. Actuarial gains or losses arise from actual returns on plan assets being different from expected returns and from changes in assumptions used to calculate the projected benefit obligation each year. The defined benefit obligation may also be adjusted for any plan amendments. Such actuarial gains and losses and adjustments resulting from plan amendments are deferred within accumulated other comprehensive income (loss), net of tax. The amortization of actuarial gains and losses is determined by using a 10% corridor of the greater of the fair value of plan assets or the defined benefit obligation. Total unamortized actuarial gains and losses in excess of the corridor are amortized over the average remaining future service. For plans with no active employees, they are amortized over the average life expectancy of plan participants. Adjustments resulting from plan amendments are generally amortized over the average remaining future service of plan participants at the time of the plan amendment. All components of net periodic pension benefit (costs), other than service cost, is recognized within other income (expense), net, on the Company’s consolidated statements of operations. Service cost is recognized as a component of salaries and wages on the Company’s consolidated statements of operations. |
Interest Expense and Interest Income | Interest Expense and Interest Income Interest expense is primarily comprised of interest expense on debt including the amortization of debt discount and debt issuance costs, calculated using the effective interest method and amounts reclassified from accumulated other comprehensive loss related to terminated interest rate swaps that were accounted for as effective cash flow hedges. Interest income is comprised of interest earned from bank deposits. |
Foreign Currency Translations and Transaction Gain (Loss) | Foreign Currency Translations and Transaction Gain (Loss) On consolidation, assets and liabilities of subsidiaries having non-U.S. dollar functional currencies are translated into U.S. dollars based upon exchange rates prevailing at the end of each reporting period and the subsidiaries’ results of operations are translated in U.S. dollars at the spot/daily exchange rates. The resulting translation adjustments are included in accumulated other comprehensive income (loss), a component of total equity on the Company’s consolidated balance sheets, as currency translation adjustments. Translation adjustments are reclassified to earnings upon the sale or substantial liquidation of investments in foreign operations. Gains and losses related to transactions in a currency other than the functional currency or upon remeasurement of non-functional currency denominated monetary assets and liabilities into functional currency are reported within other income (expense), net, in the Company’s consolidated statements of operations. |
Income (Loss) Per Share | Income (Loss) Per Share Basic net income (loss) per share is computed by dividing the net income (loss) available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s ordinary shareholders by the weighted average number of ordinary shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include stock options, calculated using the treasury stock method. Potentially dilutive securities are excluded from the computations of diluted earnings per share if their effect of inclusion would be antidilutive. |
Warrant Instruments and Earnout Liabilities | Warrant Instruments and Earnout Liabilities The Company accounted for its (i) public and privately issued warrants (see note 20 – Warrants Earnout Shares Derivatives and Hedging Until the date the warrants were outstanding, the fair value of warrants was determined using a market price for the public warrants and, when relevant, Black-Scholes model for the private warrants. 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 26 – Fair Value Measurements |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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 Allowance for Expected Credit Losses 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 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 Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance Accounting Pronouncements — Not Yet Adopted 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. 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. 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 UK 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 16 – Long-term Debt Contracts with Customers Acquired in a Business Combination In October 2021, the FASB issued ASU No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This updated guidance amends the current business combination guidance where an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is 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 does not expect a material impact of the adoption of the guidance on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |
Schedule of estimated used lives of assets | Capitalized software for internal use 2.5 – 7 years Computer equipment 3 – 5 years Leasehold improvements Shorter of 5 –10 years or lease term Furniture, fixtures and other equipment Up to 7 years |
Schedule of useful life of finite lived intangible assets | Trademarks / tradenames 5 – 10 years Business client relationships 10- 15 years Supplier relationships 10 years Travel partner network 10 years |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Revenue from Contracts with Customers | |
Schedule of disaggregation of revenue | Year ended December 31, (in $ millions) 2022 2021 2020 Travel revenue $ 1,444 $ 446 $ 468 Products and professional services revenue 407 317 325 Total revenue $ 1,851 $ 763 $ 793 |
Schedule of accounts receivable, net, contract assets and contract liabilities | Contract Contract liabilities liabilities Accounts Client Deferred receivable, incentives, net revenue (in $ millions) net (1) (non-current) (current) Balance as of December 31, 2022 $ 752 $ 19 $ 19 Balance as of December 31, 2021 $ 375 $ 3 $ 18 (1) Accounts receivables, net, exclude balances not related to contracts with customers. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Summary of Income before income tax as per jurisdictions | Year ended December 31, (in $ millions) 2022 2021 2020 U.S. $ (129) $ (32) $ (74) U.K. (95) (441) (529) Other (63) (180) (156) Loss before income taxes and share of losses from equity method investments $ (287) $ (653) $ (759) |
Summary of components of income tax benefit | Year ended December 31, (in $ millions) 2022 2021 2020 Current taxes: U.S. $ — $ 4 $ 20 U.K. (1) 1 12 Other (3) 3 3 Current income tax (expense) benefit (4) 8 35 Deferred taxes: U.S. 35 22 4 U.K. 28 132 90 Other 2 24 16 Deferred tax benefit (1) 65 178 110 Benefit from income taxes $ 61 $ 186 $ 145 |
Summary of reconciliation of company's effective income tax rate | Year ended December 31, (in $ millions, except percentages) 2022 2021 2020 Statutory tax rate 21.00 % 19.00 % 19.00 % Tax benefit at statutory tax rate $ 60 $ 124 $ 144 Changes in taxes resulting from: Impact of Up-C structure (4) — — Permanent differences (12) (14) (1) Local and state taxes 7 2 2 Change in valuation allowance (11) (17) (17) Change in enacted tax rates — 35 — Rate differential in the United Kingdom 6 24 — Foreign tax rate differential 1 14 13 Return to provision adjustment 13 11 (5) Tax settlement and uncertain tax positions 3 6 (5) Other (2) 1 14 Benefit from income taxes $ 61 $ 186 $ 145 Effective tax rate 21.26 % 28.39 % 19.13 % |
Summary of components of the Company's deferred tax assets and liabilities | As of December 31, (in $ millions) 2022 2021 Deferred tax assets: Outside basis investment in partnership $ 25 $ — Net operating loss carryforwards 392 391 Pension liability 38 74 Interest expense deduction restriction 45 23 Operating lease liabilities 20 20 Stock compensation 15 — Property and equipment 12 — Accrued liabilities 12 7 Goodwill 117 1 Other 8 2 Valuation allowance (124) (116) Deferred tax assets 560 402 Netted against deferred tax liabilities (227) (120) Deferred tax assets as presented in the consolidated balance sheets $ 333 $ 282 Deferred tax liabilities: Foregone partnership deferred tax credits $ (43) $ — Other intangible assets (175) (214) Operating lease ROU assets (15) (14) Property and equipment (10) (4) Goodwill (4) (2) Other (4) (5) Deferred tax liabilities (251) (239) Netted against deferred tax assets 227 120 Deferred tax liabilities as presented in the consolidated balance sheets $ (24) $ (119) |
Summary of net operating loss carryforwards | (in $millions) Amount 2023-2027 $ 31 2028-2032 28 2033-2042 13 |
Summary of movement of uncertain tax position liability | As of December 31, (in $millions) 2022 2021 2020 Balance, beginning of the year $ 7 $ 9 $ 11 Increases to tax positions related to acquisitions — 4 — Increases to tax positions related to the current year 1 — — Decrease in tax positions related to prior years — (6) (2) Release due to expiry of statute of limitations (4) — — Balance, end of the year $ 4 $ 7 $ 9 |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Income, Net | |
Summary of other income net in consolidated statement of operations | Year ended December 31, (in $millions) 2022 2021 2020 Foreign exchange (loss) gains, net $ (7) $ — $ 12 Loss on disposal of businesses — (1) — Non-service components of net periodic pension benefit 8 9 2 Other income, net $ 1 $ 8 $ 14 |
Allowances for Expected Credi_2
Allowances for Expected Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Allowances for Expected Credit Losses | |
Schedule of movement in allowance for credit losses applying ASC 326 | (in $millions) Amount Balance as of December 31, 2021 $ 4 Cumulative effect of adjustment upon adoption of ASC 326 4 Current year provision for expected credit losses 19 Write-offs (4) Balance as of December 31, 2022 23 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Prepaid Expenses and Other Current Assets | |
Schedule of prepaid expenses and other current assets | As of December 31, (in $ millions) 2022 2021 Prepaid travel expenses $ 52 $ 42 Income tax receivable 26 32 Value added and similar taxes receivables 11 11 Deferred offering costs — 21 Other prepayments and receivables 41 31 Prepaid expenses and other current assets $ 130 $ 137 |
Property and Equipment, Other (
Property and Equipment, Other (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property and Equipment, Other | |
Schedule of property and equipment, other | As of December 31, (in $ millions) 2022 2021 Capitalized software for internal use $ 365 $ 304 Computer equipment 71 65 Leasehold improvements 49 52 Furniture, fixtures and other equipment 5 6 Capital projects in progress 5 9 495 436 Less: accumulated depreciation and amortization (277) (220) Property and equipment, net $ 218 $ 216 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Egencia | |
Business Acquisitions | |
Schedule of fair values of the assets acquired and liabilities assumed | (in $millions) Amount Cash and cash equivalents $ 73 Accounts receivable 154 Prepaid expenses and other current assets 32 Property and equipment 58 Goodwill 189 Other intangible assets 440 Operating lease right-of-use assets 9 Deferred tax assets 11 Other non-current assets 30 Total assets 996 Accounts payable 56 Due to affiliates 26 Accrued expenses and other current liabilities 80 Operating lease liabilities 10 Deferred tax liabilities — Other non-current liabilities 2 Total liabilities 174 Purchase consideration / Net assets acquired $ 822 Fair value of acquired Amortization intangibles period (in $millions) (in years) Business client relationships $ 390 $ 15 Tradenames 50 10 Acquired technology 50 5 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Other Intangible Assets, Net | |
Schedule of changes in goodwill | (in $ millions) Amount Balance as of December 31, 2020 $ 1,028 Additions (1) 343 Currency translation adjustments (13) Balance as of December 31, 2021 1,358 Egencia acquisition adjustments (2) (118) Currency translation adjustments (52) Balance as of December 31, 2022 1,188 (1) Relates to acquisition of Ovation ($36 million) and Egencia ($307 million) which was based on preliminary purchase price allocation (see note 10 – Business Acquisitions (2) Relates to measurement period adjustments for Egencia acquisition (see note 10 – Business Acquisitions – Acquisition of Egencia |
Schedule of other intangible assets with definite lives | December 31, 2022 December 31, 2021 Accumulated Accumulated (in $ millions) Cost depreciation Net Cost depreciation Net Trademarks/tradenames $ 116 $ (69) $ 47 $ 115 $ (62) $ 53 Business client relationships 788 (240) 548 815 (189) 626 Supplier relationship 253 (213) 40 254 (188) 66 Travel partner network 4 (3) 1 4 (3) 1 Other intangible assets, net $ 1,161 $ (525) $ 636 $ 1,188 $ (442) $ 746 |
Schedule of estimated amortization expense | (in $ millions) Amount 2023 $ 91 2024 70 2025 49 2026 48 2027 48 Thereafter 330 Total $ 636 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases | |
Schedule of supplemental cash flow and other information related to leases | Year ended December 31, (in $ millions) 2022 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 30 $ 31 Cash used in financing activities related to finance leases $ 2 $ 2 $ — ROU assets obtained in exchange for lease obligations: Operating lease $ 21 $ 9 $ 21 Finance lease $ 1 $ — $ 5 Additions to ROU assets on account of business acquisitions Operating lease $ — $ 20 $ — |
Schedule of undiscounted future payments for finance lease liabilities | 2022 2021 2020 Weighted average remaining lease term: Operating leases 6.19 years 5.36 years 4.3 years Finance leases 1.2 years 1.7 years 2.7 years Weighted average discount rate: Operating lease 8.42 % 7.15 % 5.02 % Finance lease 5.08 % 3.56 % 3.56 % |
Schedule of undiscounted future payments for operating lease liabilities | (in $ millions) Finance lease liabilities Operating lease liabilities 2023 $ 2 $ 22 2024 — 20 2025 — 16 2026 — 11 2027 — 7 Thereafter — 27 Total undiscounted future payments 2 103 Less: Interest cost included — (25) Total lease liabilities 2 78 Less: Current portion of lease liabilities 2 (17) Long-term portion of lease liabilities $ — $ 61 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Other Non-Current Assets | |
Schedule of other non-current assets | As of December 31, (in $ millions) 2022 2021 Restricted cash $ 13 $ 9 Derivative asset 10 — Other assets 24 32 Other non-current assets $ 47 $ 41 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accrued Expenses and Other Current Liabilities | |
Schedule of accrued expenses and other current liabilities | As of December 31, (in $ millions) 2022 2021 Accrued payroll and related costs $ 196 $ 198 Accrued operating expenses 147 147 Client deposits 56 59 Deferred revenue 19 18 Accrued restructuring costs ( see note 15 11 69 Income tax payable 4 7 Value added and similar taxes payable 9 6 Other payables 10 15 Accrued expenses and other current liabilities $ 452 $ 519 |
Restructuring Charges (Tables)
Restructuring Charges (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring Charges. | |
Schedule of accrued restructuring cost | (in $ millions) Employee related Facility Total Balance as of December 31, 2019 10 — 10 Charges 178 28 206 Cash settled (94) (5) (99) Other non-cash (1) — (20) (20) Balance as of December 31, 2020 94 3 97 Charges, net 13 1 14 Acquired on acquisition 30 — 30 Reclassification (4) 4 — Other non-cash (1) — (1) (1) Cash settled (69) (2) (71) Balance as of December 31, 2021 64 5 69 Reversal of accruals (1) (2) (3) Cash settled (55) — (55) Balance as of December 31, 2022 $ 8 $ 3 $ 11 (1) Includes impairment of operating lease ROU assets of $1 million and $20 million for the years ended December 31, 2021 and 2020, respectively. There was no impairment of operating lease ROU asset for the year ended December 31, 2022. |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Long-term Debt. | |
Schedule of outstanding amount of long-term debt | As of December 31, (in $ millions) 2022 2021 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 239 $ 242 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000 800 Principal amount of senior secured revolving credit facility (Maturity – August 2023) (3) — — 1,239 1,042 Less: Unamortized debt discount and debt issuance costs (17) (19) Total debt, net of unamortized debt discount and debt issuance costs 1,222 1,023 Less: Current portion of long-term debt 3 3 Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,219 $ 1,020 (1) Stated interest rate of LIBOR + 2.50% as of December 31, 2022 and 2021. (2) Stated interest rate of LIBOR + 6.50% (with a LIBOR floor of 1.00%) as of December 31, 2022 and 2021. See below for amendment to the senior secured credit agreement subsequent to December 31, 2022. (3) Stated interest rate of LIBOR + 2.25% as of December 31, 2022 and 2021. See below for amendment to the senior secured credit agreement subsequent to December 31, 2022. |
Schedule of changes in total unamortized debt discount and debt issuance costs | As of December 31, (in $ millions) 2022 2021 2020 Beginning balance $ 19 $ 19 $ 10 Capitalized during the year 3 18 12 Amortized/written-off during the year (5) (18) (3) Closing balance $ 17 $ 19 $ 19 |
Schedule of aggregate maturities of debt | (in $ millions) Amount Year ending December 31, 2023 $ 3 2024 3 2025 233 2026 1,000 1,239 Less: Unamortized debt discount and debt issuance costs (17) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,222 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Employee Benefit Plans | |
Schedule of changes in the defined benefit obligation and fair value of plan assets | As of December 31, (in $ millions) 2022 2021 Changes in benefit obligation: Benefit obligation, beginning of year $ 1,001 $ 1,046 Service cost 5 6 Interest cost 16 13 Plan participants’ contribution 1 1 Actuarial (gain) loss, net (339) (18) Benefit paid (18) (22) Plan amendments — (1) Curtailments and settlements (3) (3) Expenses paid from assets (1) (1) Currency translation adjustment (92) (20) Benefit obligation, end of year 570 1,001 Change in fair value of plan assets Fair value of plan assets, beginning of year 670 634 Employer contributions 32 25 Plan participants’ contributions 1 1 Benefits paid (18) (22) Actual return on plan assets (194) 47 Expenses paid from assets (1) (1) Plan settlements (3) (3) Currency translation adjustments (62) (11) Fair value of plan assets, end of year $ 425 $ 670 Unfunded status $ 145 $ 331 |
Schedule of amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) | As of December 31, (in $ millions) 2022 2021 Unrecognized net actuarial loss $ 20 $ 150 Prior service cost 2 3 Total 22 153 Deferred taxes 5 (25) Amounts recognized in accumulated other comprehensive loss $ 27 $ 128 |
Schedule of components of net periodic pension benefit (cost) | Year ended December 31, (in $ millions) 2022 2021 2020 Service cost $ 5 $ 6 $ 7 Interest cost 16 13 15 Expected return on plan assets (26) (25) (24) Amortization of actuarial loss 2 4 2 Curtailments and settlements — (1) 4 Net periodic pension (benefit) cost $ (3) $ (3) $ 4 |
Schedule of weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation | Year ended December 31, 2022 2021 2020 Net periodic pension (benefit) cost: Interest cost discount rate 1.7 % 1.2 % 1.8 % Expected long-term return on plan assets 4.5 % 4.4 % 4.4 % Rate of compensation increase 3.1 % 2.6 % 2.6 % Projected benefit obligation: Discount rate 4.5 % 1.7 % 1.2 % |
Schedule of fair value of pension plan assets | As of December 31, 2022 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 129 $ — $ 129 Return-seeking assets Equity funds — 18 54 72 Debt funds — 27 8 35 Real estate funds — 44 19 63 Other — 8 40 48 Cash and cash equivalents 33 — — 33 $ 33 $ 226 $ 121 380 Other investments measured at NAV 45 Total fair value of plan assets $ 425 As of December 31, 2021 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 209 $ — $ 209 Return-seeking assets Equity funds — 73 28 101 Debt funds — 119 11 130 Real estate funds — 72 19 91 Other — 41 33 74 Cash and cash equivalents 7 — — 7 $ 7 $ 514 $ 91 612 Other investments measured at NAV 58 Total fair value of plan assets $ 670 |
Schedule of defined benefit pension plans to make the following estimated future benefit payments | (in $ millions) Amount 2023 $ 20 2024 20 2025 21 2026 22 2027 24 2028-2032 135 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity-Based Compensation | |
Schedule of activity of options granted under the Plan | Weighted average Weighted average Number of exercise price remaining Aggregate intrinsic options per option contractual term value (in $ millions) Balance of GBT JerseyCo MIP Options as of December 31, 2021 4,173,448 $ 67.22 Exchange ratio conversion 8.7659 Recalculated GBTG MIP Options beginning balance 36,584,013 7.67 Forfeited (138,124) $ 10.03 Exercised (48,212) $ 6.55 Balance as of December 31, 2022 (1) 36,397,677 $ 7.66 Exercisable as of December 31, 2022 27,766,065 $ 7.10 4.1 13 Expected to vest as of December 31, 2022 8,631,632 $ 10.31 8.5 — (1) In January 2023, a portion of GBTG MIP Options was cancelled/exercised and exchanged for new RSUs. (See note 29 – Subsequent Events ) |
Schedule of key assumptions used in the valuation of the options granted | Assumption 2021 Annual risk-free interest rate 1.15 % Equity volatility 29 % Expected average life of options 6 years Dividend yield 0 % |
Schedule of activity of RSUs granted under the 2022 Plan | Weighted Number of average grant (in $ millions) RSUs date fair value Granted during the year 11,430,966 $ 7.56 Forfeited / cancelled during the year (142,221) $ 6.19 Balance as of December 31, 2022 11,288,745 $ 7.56 |
Schedule of equity-based compensation expense recognized in consolidated statements of operations | (in $ millions) Amount Cost of revenue (excluding depreciation and amortization) $ 2 Sales and marketing 14 Technology and content 8 General and administrative 15 Total 39 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Shareholders' Equity | |
Summary of changes in the accumulated other comprehensive loss, net of tax | Unrealized gain on Currency Defined cash flow hedge and Total accumulated translation benefit plan hedge of investments other comprehensive (in $ millions) adjustments related in foreign subsidiary loss Balance as of December 31, 2019 (21) (81) 4 (98) Net changes during the year, net of tax benefit (1) (2) (79) — (81) Balance as of December 31, 2020 (23) (160) 4 (179) Net changes during the year, net of tax expense (1) (15) 32 — 17 Balance as of December 31, 2021 (38) (128) 4 (162) Net changes prior to reverse recapitalization, net of tax benefit (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit (1) 8 101 16 125 Allocated post reverse recapitalization change to non-controlling interest (6) (86) (14) (106) Balance as of December 31, 2022 (10) (1) 4 (7) (1) The tax (expense) benefit relates to defined benefit pension plans and amount to $ (30) million, $10 million and $(15) million for the years ended December 31, 2022, 2021 and 2020, respectively. |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loss per share | |
Schedule of earnings per share basic and diluted | (in $ millions, except share and per share data) 2022 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (25) Add: Net loss attributable to non-controlling interests in subsidiaries (1) (204) Net loss attributable to the Company’s Class A and Class B common stockholders – Diluted (B) $ (229) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A common stock outstanding – Basic (C) 51,266,570 Assumed conversion of Class B common stock 394,448,481 Weighted average number of Class A common stock outstanding – Diluted (D) 445,715,051 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.50) Diluted loss per share attributable to the Company’s Class A and Class B common stockholders: (B) / (D) $ (0.51) (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. |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivatives and Hedging | |
Schedule of balance sheet location and fair value of Company's derivative instruments, on a gross basis, under ASC 815 | Balance sheet As of As of (in $millions) location December 31, 2022 December 31, 2021 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 10 — Derivatives not designated as hedging instruments Earnout Shares Earnout derivative liabilities $ 90 — $ 100 — |
Schedule of impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss) | Amount of gain/(loss) recognized in Amount of gain/(loss) recognized in other comprehensive loss statements of operations Year ended Year ended December 31 Statement of December 31 2022 2021 2020 operations location 2022 2021 2020 Derivatives designated as hedging instruments Interest rate swap $ 32 — — NA — — — Interest rate swap reclassed to statement of operations (4) — — Interest expense $ 4 — — Derivatives not designated as hedging instruments Earnout Share NA — — Fair value movement on earnouts and warrants derivative liabilities 10 — — Warrants NA — — Fair value movement on earnouts and warrants derivative liabilities (2) — — $ 12 — — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Measurements | |
Schedule of gross carrying value and fair value of Company's assets and liabilities measured at fair value on recurring basis | As of Fair Value December 31, December 31, (in $ millions) Hierarchy 2022 2021 Interest rate swaps Level 2 $ 10 $ — Non-employee Earnout Shares Level 3 $ 90 — |
Schedule of changes in Level 3 financial liabilities measured at fair value | Non-employee Private Earnout Shares warrants As of date of Business Combination - May 27, 2022 $ 100 $ 21 Change in fair value (10) (2) Transferred to level 2 — (19) Balance as of December 31, 2022 $ 90 $ — |
Schedule of fair values of the Company's outstanding senior secured term loans | As of As of Fair December 31, 2022 December 31, 2021 Value Carrying Fair Carrying Fair (in $ millions) Hierarchy amount (1) Value amount (1) Value Senior secured initial term loans Level 2 $ 235 $ 220 $ 236 $ 233 Senior secured tranche B-3 term loans Level 3 $ 987 $ 1,017 $ 787 $ 800 (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. |
Non-employee Earnout Shares | |
Fair Value Measurements | |
Schedule of assumptions used for initial measurement of equity instruments | As of December 31, May 27, 2022 2022 Stock price ($) $ 6.75 $ 7.39 Risk-free interest rate 4.06 % 2.81 % Volatility 42.5 % 37.5 % Expected term (years) 4.4 5.0 Expected dividends 0.0 % 0.0 % Fair value ($) (per Earnout Share – Tranche 1) $ 4.30 $ 4.82 Fair value ($) (per Earnout Share – Tranche 2) $ 3.58 $ 3.98 |
Private warrants | |
Fair Value Measurements | |
Schedule of assumptions used for initial measurement of equity instruments | May 27, 2022 Stock price ($) $ 7.39 Exercise price ($) $ 11.50 Risk-free interest rate 2.70 % Volatility 37.5 % Expected term (years) 5.00 Expected dividends 0.00 % Fair value ($) (per private warrant) $ 1.68 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Information | |
Schedule of revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location | (in $ millions) United States United Kingdom All other countries Total Revenue Year ended December 31, 2022 $ 672 $ 687 $ 492 $ 1,851 Year ended December 31, 2021 $ 226 $ 276 $ 261 $ 763 Year ended December 31, 2020 $ 191 $ 314 $ 288 $ 793 Long-lived assets As of December 31, 2022 $ 123 $ 68 $ 85 $ 276 As of December 31, 2021 $ 100 $ 76 $ 99 $ 275 As of December 31, 2020 $ 38 $ 93 $ 118 $ 249 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2023 | |
Business Description and Basis of Presentation | ||||
Net loss | $ (229) | $ (475) | $ (619) | |
Cash outflows from operations | $ (394) | $ (512) | $ (250) | |
Senior secured credit agreement | ||||
Business Description and Basis of Presentation | ||||
Principal amount | $ 135 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |||
Government grant and other assistance benefit | $ 24 | $ 64 | $ 101 |
Grants receivable | $ 13 | $ 6 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | |||
Impairment of Equity method investment | $ 0 | $ 2,000,000 | $ 0 |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Minimum | Other investees | |||
Summary of Significant Accounting Policies | |||
Equity method investment, percentage of ownership | 20% | ||
Maximum | Other investees | |||
Summary of Significant Accounting Policies | |||
Equity method investment, percentage of ownership | 50% | ||
Capitalized software for internal use | Minimum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 2 years 6 months | ||
Capitalized software for internal use | Maximum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 7 years | ||
Computer equipment | Minimum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 3 years | ||
Computer equipment | Maximum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 5 years | ||
Leasehold improvements | Minimum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 5 years | ||
Leasehold improvements | Maximum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 10 years | ||
Furniture, fixtures and other equipment | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 7 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Impairment of Other Intangible Assets and Long-Lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Summary of Significant Accounting Policies | ||||
Percentage of cash balance is with a single bank | 35% | |||
Advertising expense | $ 6 | $ 2 | $ 3 | |
Cumulative effect of the adoption of accounting standard update | 1,371 | $ 1,334 | $ 984 | $ 1,682 |
Cumulative effect of the adoption of accounting standard update | ||||
Summary of Significant Accounting Policies | ||||
Cumulative effect of the adoption of accounting standard update | $ (3) | |||
Supplier relationships | ||||
Summary of Significant Accounting Policies | ||||
Finite-lived intangible assets, useful life | 10 years | |||
Travel partner network | ||||
Summary of Significant Accounting Policies | ||||
Finite-lived intangible assets, useful life | 10 years | |||
Maximum | Trademarks/tradenames | ||||
Summary of Significant Accounting Policies | ||||
Finite-lived intangible assets, useful life | 10 years | |||
Maximum | Business client relationships | ||||
Summary of Significant Accounting Policies | ||||
Finite-lived intangible assets, useful life | 15 years | |||
Minimum | Trademarks/tradenames | ||||
Summary of Significant Accounting Policies | ||||
Finite-lived intangible assets, useful life | 5 years | |||
Minimum | Business client relationships | ||||
Summary of Significant Accounting Policies | ||||
Finite-lived intangible assets, useful life | 10 years |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregation of revenue (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue from Contracts with Customers | |||
Total revenue | $ 1,851 | $ 763 | $ 793 |
Minimum | |||
Revenue from Contracts with Customers | |||
Invoice payment period | 30 days | ||
Maximum | |||
Revenue from Contracts with Customers | |||
Invoice payment period | 60 days | ||
Travel revenue | |||
Revenue from Contracts with Customers | |||
Total revenue | $ 1,444 | 446 | 468 |
Products and professional services revenue | |||
Revenue from Contracts with Customers | |||
Total revenue | $ 407 | $ 317 | $ 325 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Accounts receivables, net | $ 752 | $ 375 |
Contract liabilities / Client incentives, net (non-current) | 19 | 3 |
Contract liabilities / Deferred revenue (current) | 19 | $ 18 |
Revenue recognized | 13 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | ||
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Remaining performance obligations | $ 15 | |
Period for satisfying performance obligations | 24 months |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income before income tax as per jurisdictions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | $ (287) | $ (653) | $ (759) |
U.S. | |||
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | (129) | (32) | (74) |
U.K | |||
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | (95) | (441) | (529) |
Other | |||
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | $ (63) | $ (180) | $ (156) |
Income Taxes - Summary of compo
Income Taxes - Summary of components of income tax benefit (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Current income tax (expense) benefit | $ (4) | $ 8 | $ 35 |
Deferred tax benefit | 65 | 178 | 110 |
Benefit from income taxes | 61 | 186 | 145 |
GBT Jersey Co and its subsidiaries | |||
Income Taxes | |||
Deferred tax benefit | 69 | ||
GBTG | |||
Income Taxes | |||
Deferred tax benefit | (4) | ||
U.S. | |||
Income Taxes | |||
Current income tax (expense) benefit | 4 | 20 | |
Deferred tax benefit | 35 | 22 | 4 |
U.K. | |||
Income Taxes | |||
Current income tax (expense) benefit | (1) | 1 | 12 |
Deferred tax benefit | 28 | 132 | 90 |
Other | |||
Income Taxes | |||
Current income tax (expense) benefit | (3) | 3 | 3 |
Deferred tax benefit | $ 2 | $ 24 | $ 16 |
Income Taxes - Schedule of reco
Income Taxes - Schedule of reconciliation of company's effective income tax rate (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes | |||
Statutory tax rate | 21% | 19% | 19% |
Tax benefit at statutory tax rate | $ 60 | $ 124 | $ 144 |
Changes in taxes resulting from: | |||
Impact of Up-C structure | (4) | ||
Permanent differences | (12) | (14) | (1) |
Local and state taxes | 7 | 2 | 2 |
Change in valuation allowance | (11) | (17) | (17) |
Change in enacted tax rates | 35 | ||
Rate differential in the United Kingdom | 6 | 24 | |
Foreign tax rate differential | 1 | 14 | 13 |
Return to provision adjustment | 13 | 11 | (5) |
Tax settlement and uncertain tax positions | 3 | 6 | (5) |
Other | (2) | 1 | 14 |
Benefit from income taxes | $ 61 | $ 186 | $ 145 |
Effective tax rate | 21.26% | 28.39% | 19.13% |
U.S. | |||
Income Taxes | |||
Statutory tax rate | 21% | ||
U.K | |||
Income Taxes | |||
Statutory tax rate | 19% | 19% |
Income Taxes - Components of th
Income Taxes - Components of the Company's deferred tax assets and liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | ||
Outside basis investment in partnership | $ 25 | |
Net operating loss carryforwards | 392 | $ 391 |
Pension liability | 38 | 74 |
Interest expense deduction restriction | 45 | 23 |
Operating lease liabilities | 20 | 20 |
Stock compensation | 15 | |
Property and equipment | 12 | |
Accrued liabilities | 12 | 7 |
Goodwill | 117 | 1 |
Other | 8 | 2 |
Valuation allowance | (124) | (116) |
Deferred tax assets | 560 | 402 |
Netted against deferred tax liabilities | (227) | (120) |
Deferred tax assets as presented in the consolidated balance sheets | 333 | 282 |
Deferred tax liabilities: | ||
Foregone partnership deferred tax credits | (43) | |
Other intangible assets | (175) | (214) |
Operating lease ROU assets | (15) | (14) |
Property and equipment | (10) | (4) |
Goodwill | (4) | (2) |
Other | (4) | (5) |
Deferred tax liabilities | (251) | (239) |
Netted against deferred tax assets | 227 | 120 |
Deferred tax liabilities as presented in the consolidated balance sheets | $ (24) | $ (119) |
Income Taxes - Summary of net o
Income Taxes - Summary of net operating loss carryforwards (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Income Taxes | |
Net operating loss carryforwards | $ 1,762 |
2023-2027 | |
Income Taxes | |
Net operating loss carryforwards | 31 |
2028-2032 | |
Income Taxes | |
Net operating loss carryforwards | 28 |
2033-2042 | |
Income Taxes | |
Net operating loss carryforwards | $ 13 |
Income Taxes - Schedule of move
Income Taxes - Schedule of movement of uncertain tax position liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of uncertain tax position | |||
Balance, beginning of the year | $ 7 | $ 9 | $ 11 |
Increases to tax positions related to acquisitions | 4 | ||
Increases to tax positions related to the current year | 1 | ||
Decrease in tax positions related to prior years | (6) | (2) | |
Release due to expiry of statute of limitations | (4) | ||
Balance, end of the year | $ 4 | $ 7 | $ 9 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2022 | |
Income Taxes | ||||||
Amount of deferred tax benefit from change in enacted tax rate | $ 59 | |||||
Remeasurement of deferred tax assets and liabilities | 35 | |||||
Deferred tax asset | $ 560 | 402 | ||||
Net deferred tax liability | 24 | 119 | ||||
Deferred tax asset, goodwill on acquisition | 124 | |||||
Additional deferred tax assets | 124 | |||||
Deferred tax liability, undistributed foreign earnings | 3 | 3 | ||||
Net operating loss carryforwards | 1,762 | |||||
Operating loss carryforward having an indefinite life | 1,690 | |||||
Valuation allowance related to operating loss | 480 | |||||
Valuation allowance | 124 | 116 | ||||
Due to affiliates | 48 | 41 | ||||
Accrual for income tax liability | 4 | 7 | ||||
Uncertain tax position liability | 0 | |||||
Income tax penalties and interest expense | 0 | 0 | $ 0 | |||
Accrued income tax penalties and interest | 0 | 0 | ||||
Amex Coop | ||||||
Income Taxes | ||||||
Due to affiliates | $ 2 | $ 2 | ||||
GBT Jersey Co and its subsidiaries | ||||||
Income Taxes | ||||||
Deferred tax asset | $ 25 | |||||
Net deferred tax liability | $ 43 | |||||
Minimum | ||||||
Income Taxes | ||||||
Utilization percentage of current year taxable income | 50% | |||||
Maximum | ||||||
Income Taxes | ||||||
Utilization percentage of current year taxable income | 80% | |||||
U.K | ||||||
Income Taxes | ||||||
Percentage of increase in income tax rate | 9% | |||||
Enacted tax rate | 25% | 19% |
Other Income, Net (Details)
Other Income, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income, Net | |||
Foreign exchange (loss) gains, net | $ (7) | $ 12 | |
Loss on disposal of businesses | $ (1) | ||
Non-service components of net periodic pension benefit | 8 | 9 | 2 |
Other income, net | $ 1 | $ 8 | $ 14 |
Allowances for Expected Credi_3
Allowances for Expected Credit Losses (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Allowances for Expected Credit Losses | |||
Increase in the allowance for credit losses | $ 23 | $ 4 | |
Decrease in deferred tax liabilities | 24 | 119 | |
Increase in accumulated deficit | $ (175) | $ (1,065) | |
Adoption of ASC 326 | Cumulative effect of the adoption of accounting standard update | |||
Allowances for Expected Credit Losses | |||
Increase in the allowance for credit losses | $ 4 | ||
Decrease in deferred tax liabilities | 1 | ||
Increase in accumulated deficit | $ 3 |
Allowances for Expected Credi_4
Allowances for Expected Credit Losses - Movement (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Allowances for Expected Credit Losses | |
Balance as of December 31, 2021 | $ 4 |
Current year provision for expected credit losses | 19 |
Write-offs | (4) |
Balance as of December 31, 2022 | 23 |
Adoption of ASC 326 | Cumulative effect of the adoption of accounting standard update | |
Allowances for Expected Credit Losses | |
Current year provision for expected credit losses | $ 4 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Prepaid Expenses and Other Current Assets | ||
Prepaid travel expenses | $ 52 | $ 42 |
Income tax receivable | 26 | 32 |
Value added and similar taxes receivables | 11 | 11 |
Deferred offering costs | 21 | |
Other prepayments and receivables | 41 | 31 |
Prepaid expenses and other current assets | $ 130 | $ 137 |
Property and Equipment, Other -
Property and Equipment, Other - Schedule of property and equipment, net (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Property and Equipment, Other | ||
Property and equipment, gross | $ 495 | $ 436 |
Less: accumulated depreciation and amortization | (277) | (220) |
Property and equipment, net | 218 | 216 |
Capitalized software for internal use | ||
Property and Equipment, Other | ||
Property and equipment, gross | 365 | 304 |
Computer equipment | ||
Property and Equipment, Other | ||
Property and equipment, gross | 71 | 65 |
Leasehold improvements | ||
Property and Equipment, Other | ||
Property and equipment, gross | 49 | 52 |
Furniture, fixtures and other equipment | ||
Property and Equipment, Other | ||
Property and equipment, gross | 5 | 6 |
Capital projects in progress | ||
Property and Equipment, Other | ||
Property and equipment, gross | $ 5 | $ 9 |
Property and Equipment, Other_2
Property and Equipment, Other (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property and Equipment, Other | |||
Depreciation and amortization, property and equipment | $ 89 | $ 86 | $ 86 |
Computer equipment | |||
Property and Equipment, Other | |||
Capital lease assets | 6 | 5 | |
Accumulated depreciation | 3 | 2 | |
Capitalized software for internal use | |||
Property and Equipment, Other | |||
Depreciation and amortization, property and equipment | $ 62 | $ 52 | $ 52 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) - USD ($) $ in Millions | May 27, 2022 | Dec. 31, 2022 | Dec. 02, 2021 |
PIPE | |||
Reverse Recapitalization | |||
Proceeds from issuance of common stock | $ 323.5 | ||
PIPE | APSG | |||
Reverse Recapitalization | |||
Aggregate common stock subscribed purchase price | $ 2 | ||
Class A common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 67,753,543 | ||
Class A common stock | IPO | |||
Reverse Recapitalization | |||
Common stock subscribed | 33,500,000 | ||
Class A common stock | PIPE | |||
Reverse Recapitalization | |||
Aggregate common stock subscribed purchase price | $ 335 | ||
Class B common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 394,448,481 | ||
GBT JerseyCo | |||
Reverse Recapitalization | |||
Equity interest ownership percentage | 13% | ||
GBTG | |||
Reverse Recapitalization | |||
Voting interest percentage | 100% | ||
Proceeds from issuance of common stock | 365 | ||
Cash | $ 42 | ||
GBTG | Class A common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 56,945,033 | ||
GBTG | Class B common stock | |||
Reverse Recapitalization | |||
Common shares outstanding | 394,448,481 |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Nov. 01, 2021 USD ($) shares | Jan. 21, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Business Acquisitions | ||||||
Number of businesses acquired | item | 0 | |||||
Goodwill | $ 1,188 | $ 1,358 | $ 1,028 | |||
Additional deferred tax assets | 124 | |||||
Ovation | ||||||
Business Acquisitions | ||||||
Purchase consideration | $ 57 | |||||
Deferred contingent consideration | 4 | 4 | ||||
Goodwill | 36 | |||||
Amortizing intangible assets acquired | 29 | |||||
Net liabilities assumed | 8 | |||||
Acquisition related cost | 3 | |||||
Revenue | 23 | 829 | ||||
Net loss | 16 | 637 | ||||
Ovation | Business client relationships | ||||||
Business Acquisitions | ||||||
Amortizing intangible assets acquired | $ 25 | |||||
Intangible assets, Estimated useful lives | 10 years | |||||
Ovation | Tradenames | ||||||
Business Acquisitions | ||||||
Amortizing intangible assets acquired | $ 4 | |||||
Intangible assets, Estimated useful lives | 5 years | |||||
Egencia | ||||||
Business Acquisitions | ||||||
Net liabilities assumed | 174 | |||||
Aggregate acquisition related costs | $ 15 | |||||
Acquisition related cost | 13 | 2 | ||||
Additional deferred tax assets | 124 | |||||
Loss contingency | $ 19 | |||||
Revenue | 33 | |||||
Net loss | 26 | |||||
Number of non-voting ordinary shares issued | shares | 8,413,972 | |||||
Fair value | $ 816 | |||||
Proforma revenue | 889 | 960 | ||||
Proforma net loss | $ 701 | $ 1,032 | ||||
Egencia | GBT JerseyCo | ||||||
Business Acquisitions | ||||||
Percentage of equity interests acquired | 19% | |||||
Expedia | ||||||
Business Acquisitions | ||||||
Number of non-voting ordinary shares issued | shares | 59,111 | |||||
Working capital adjustments payable | $ 6 |
Business Acquisitions - Egencia
Business Acquisitions - Egencia (Details) - Egencia $ in Millions | Dec. 31, 2022 USD ($) |
Fair values of the assets acquired and liabilities assumed | |
Cash and cash equivalents | $ 73 |
Accounts receivable | 154 |
Prepaid expenses and other current assets | 32 |
Property and equipment | 58 |
Goodwill | 189 |
Other intangible assets | 440 |
Operating lease right-of-use assets | 9 |
Deferred tax assets | 11 |
Other non-current assets | 30 |
Total assets | 996 |
Accounts payable | 56 |
Due to affiliates | 26 |
Accrued expenses and other current liabilities | 80 |
Operating lease liabilities | 10 |
Other non-current liabilities | 2 |
Total liabilities | 174 |
Purchase consideration / Net assets acquired | $ 822 |
Business Acquisitions - Amortiz
Business Acquisitions - Amortization periods of identifiable intangible assets acquired (Details) - Egencia $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisitions | |
Fair value of acquired intangibles | $ 440 |
Business client relationships | |
Business Acquisitions | |
Fair value of acquired intangibles | $ 390 |
Amortization period (in years) | 15 years |
Tradenames | |
Business Acquisitions | |
Fair value of acquired intangibles | $ 50 |
Amortization period (in years) | 10 years |
Acquired technology | |
Business Acquisitions | |
Fair value of acquired intangibles | $ 50 |
Amortization period (in years) | 5 years |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in goodwill | |||
Beginning balance | $ 1,358 | $ 1,028 | |
Additions | 343 | ||
Egencia acquisition adjustments | (118) | ||
Currency translation adjustments | (52) | (13) | |
Ending balance | 1,188 | 1,358 | $ 1,028 |
Goodwill impairment loss | 0 | 0 | $ 0 |
Accumulated goodwill impairment loss | $ 0 | ||
Ovation | |||
Changes in goodwill | |||
Additions | 36 | ||
Egencia | |||
Changes in goodwill | |||
Additions | $ 307 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Other intangible assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Other intangible assets with definite lives | |||
Cost | $ 1,161 | $ 1,188 | |
Accumulated depreciation | (525) | (442) | |
Net | 636 | 746 | |
Amortization expense | 93 | 67 | $ 62 |
Trademarks/tradenames | |||
Other intangible assets with definite lives | |||
Cost | 116 | 115 | |
Accumulated depreciation | (69) | (62) | |
Net | 47 | 53 | |
Business client relationships | |||
Other intangible assets with definite lives | |||
Cost | 788 | 815 | |
Accumulated depreciation | (240) | (189) | |
Net | 548 | 626 | |
Supplier relationship | |||
Other intangible assets with definite lives | |||
Cost | 253 | 254 | |
Accumulated depreciation | (213) | (188) | |
Net | 40 | 66 | |
Travel partner network | |||
Other intangible assets with definite lives | |||
Cost | 4 | 4 | |
Accumulated depreciation | (3) | (3) | |
Net | $ 1 | $ 1 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net -Schedule of estimated amortization expense (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Estimated amortization expense | ||
2023 | $ 91 | |
2024 | 70 | |
2025 | 49 | |
2026 | 48 | |
2027 | 48 | |
Thereafter | 330 | |
Total | $ 636 | $ 746 |
Leases (Details)
Leases (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Leases | |||
Operating lease cost | $ 26,000,000 | $ 28,000,000 | $ 32,000,000 |
Finance lease amounts relating to amortization of ROU assets and interest on finance lease obligations | 1,000,000 | 2,000,000 | 1,000,000 |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Cash used in operating activities related to operating leases | 30,000,000 | 30,000,000 | 31,000,000 |
Cash used in financing activities related to finance leases | 2,000,000 | 2,000,000 | |
ROU assets obtained in exchange for lease obligations: | |||
Operating lease | 21,000,000 | 9,000,000 | 21,000,000 |
Finance lease | $ 1,000,000 | $ 5,000,000 | |
Additions to ROU assets on account of business acquisitions | |||
Operating lease | $ 20,000,000 | ||
Weighted average remaining lease term: | |||
Operating leases | 6 years 2 months 8 days | 5 years 4 months 9 days | 4 years 3 months 18 days |
Finance leases | 1 year 2 months 12 days | 1 year 8 months 12 days | 2 years 8 months 12 days |
Weighted average discount rate: | |||
Operating lease | 8.42% | 7.15% | 5.02% |
Finance lease | 5.08% | 3.56% | 3.56% |
Impairment of operating lease ROU assets | $ 0 | $ 1,000,000 | $ 20,000,000 |
Finance lease liabilities | |||
2023 | 2,000,000 | ||
Total undiscounted future payments | 2,000,000 | ||
Total lease liabilities | $ 2,000,000 | ||
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Liabilities | ||
Less: Current portion of lease liabilities | $ 2,000,000 | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | ||
Operating lease liabilities | |||
2023 | $ 22,000,000 | ||
2024 | 20,000,000 | ||
2025 | 16,000,000 | ||
2026 | 11,000,000 | ||
2027 | 7,000,000 | ||
Thereafter | 27,000,000 | ||
Total undiscounted future payments | 103,000,000 | ||
Less: Interest cost included | (25,000,000) | ||
Total lease liabilities | 78,000,000 | ||
Less: Current portion of lease liabilities | (17,000,000) | (21,000,000) | |
Long-term portion of lease liabilities | $ 61,000,000 | $ 61,000,000 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other Non-Current Assets | ||
Restricted cash | $ 13 | $ 9 |
Derivative asset | 10 | |
Other assets | 24 | 32 |
Other non-current assets | $ 47 | $ 41 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Accrued Expenses and Other Current Liabilities | ||
Accrued payroll and related costs | $ 196 | $ 198 |
Accrued operating expenses | 147 | 147 |
Client deposits | 56 | 59 |
Deferred revenue | 19 | 18 |
Accrued restructuring costs | 11 | 69 |
Income tax payable | 4 | 7 |
Value added and similar taxes payable | 9 | 6 |
Other payables | 10 | 15 |
Accrued expenses and other current liabilities | $ 452 | $ 519 |
Restructuring Charges (Details)
Restructuring Charges (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Charges | |||
Restructuring charges, which included restructuring costs | $ (3,000,000) | $ 14,000,000 | $ 206,000,000 |
Beginning balance | 69,000,000 | 97,000,000 | 10,000,000 |
Charges | 14,000,000 | 206,000,000 | |
Reversal of accruals | (3,000,000) | ||
Acquired on acquisition | 30,000,000 | ||
Other non-cash | (1,000,000) | (20,000,000) | |
Cash settled | (55,000,000) | (71,000,000) | (99,000,000) |
Ending balance | 11,000,000 | 69,000,000 | 97,000,000 |
Impairment of operating lease ROU and other assets | 0 | 1,000,000 | 20,000,000 |
Employee related | |||
Restructuring Charges | |||
Beginning balance | 64,000,000 | 94,000,000 | 10,000,000 |
Charges | 13,000,000 | 178,000,000 | |
Reversal of accruals | (1,000,000) | ||
Acquired on acquisition | 30,000,000 | ||
Reclassification | (4,000,000) | ||
Cash settled | (55,000,000) | (69,000,000) | (94,000,000) |
Ending balance | 8,000,000 | 64,000,000 | 94,000,000 |
Facility | |||
Restructuring Charges | |||
Beginning balance | 5,000,000 | 3,000,000 | |
Charges | 1,000,000 | 28,000,000 | |
Reversal of accruals | (2,000,000) | ||
Reclassification | 4,000,000 | ||
Other non-cash | (1,000,000) | (20,000,000) | |
Cash settled | (2,000,000) | (5,000,000) | |
Ending balance | $ 3,000,000 | $ 5,000,000 | $ 3,000,000 |
Long-term Debt - Summary (Detai
Long-term Debt - Summary (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Aug. 13, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Long-term Debt | |||||
Long-term debt, gross | $ 1,239 | ||||
Less: Unamortized debt discount and debt issuance costs | (17) | $ (19) | $ (19) | $ (10) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,222 | ||||
Less: Current portion of long-term debt | 3 | 3 | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,219 | 1,020 | |||
Senior Secured Credit Agreement | |||||
Long-term Debt | |||||
Long-term debt, gross | 1,239 | 1,042 | |||
Less: Unamortized debt discount and debt issuance costs | (17) | (19) | |||
Total debt, net of unamortized debt discount and debt issuance costs | 1,222 | 1,023 | |||
Less: Current portion of long-term debt | 3 | 3 | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,219 | 1,020 | |||
Senior Secured Credit Agreement | Senior secured initial term loans | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 239 | $ 242 | |||
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | |||||
Long-term Debt | |||||
Basis spread (in percent) | 2.50% | 2.50% | 2.50% | ||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 1,000 | $ 800 | |||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | LIBOR | |||||
Long-term Debt | |||||
Basis spread (in percent) | 6.50% | 6.50% | |||
Basis floor (percentage) | 1% | 1% | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | |||||
Long-term Debt | |||||
Basis spread (in percent) | 2.25% | 2.25% | 2.25% |
Long-term Debt - Additional dis
Long-term Debt - Additional disclosures (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 02, 2021 | Sep. 04, 2020 | Aug. 13, 2018 | Jun. 30, 2022 | Dec. 16, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 31, 2023 | Jan. 25, 2023 | Sep. 30, 2022 | Jan. 20, 2021 | |
Long-term Debt | |||||||||||
Loss on early extinguishment of debt | $ (49) | ||||||||||
Unconditional guarantee, Percentage of EBITDA | 70% | ||||||||||
Minimum | |||||||||||
Long-term Debt | |||||||||||
Unconditional guarantee, Percentage of consolidated assets | 70% | ||||||||||
Unconditional guarantee, Amount of EBITDA | $ 100 | ||||||||||
Senior secured revolving credit facility | |||||||||||
Long-term Debt | |||||||||||
Unused commitment fee (percentage) | 0.375% | ||||||||||
Outstanding borrowings | $ 0 | $ 0 | |||||||||
Senior secured revolving credit facility | Subsequent Events | |||||||||||
Long-term Debt | |||||||||||
Maximum borrowing capacity | $ 50 | ||||||||||
Senior secured revolving credit facility | Line of credit, foreign currencies | |||||||||||
Long-term Debt | |||||||||||
Maximum borrowing capacity | $ 30 | ||||||||||
Senior secured revolving credit facility | Letters of credit | |||||||||||
Long-term Debt | |||||||||||
Maximum borrowing capacity | 10 | ||||||||||
Senior secured revolving credit facility | Swingline borrowings | |||||||||||
Long-term Debt | |||||||||||
Maximum borrowing capacity | $ 10 | ||||||||||
Senior Secured Credit Agreement | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 135 | ||||||||||
Loss on early extinguishment of debt | $ 49 | ||||||||||
Percentage of annual excess cash flow | 50% | ||||||||||
Percentage of net cash proceeds from certain asset sales and casualty events | 100% | ||||||||||
Percentage of net cash proceeds from the incurrence of certain indebtedness | 100% | ||||||||||
Percentage of net cash proceeds from the consummation of any initial public offering | 50% | ||||||||||
Effective interest rate | 8.20% | ||||||||||
Senior Secured Credit Agreement | Subsequent Events | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 135 | ||||||||||
Senior Secured Credit Agreement | Minimum | |||||||||||
Long-term Debt | |||||||||||
Minimum aggregate amount of Liquidity | $ 200 | ||||||||||
Leverage ratio | 1% | ||||||||||
Senior Secured Credit Agreement | Maximum | |||||||||||
Long-term Debt | |||||||||||
Leverage ratio | 3.50% | ||||||||||
Senior Secured Credit Agreement | Letters of credit | Minimum | |||||||||||
Long-term Debt | |||||||||||
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount | 35% | ||||||||||
Senior Secured Credit Agreement | Senior secured initial term loans | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 250 | ||||||||||
Percentage of discount | 0.25% | ||||||||||
Percentage of quarterly installments payable of the principal | 0.25% | ||||||||||
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 2.50% | 2.50% | 2.50% | ||||||||
Senior Secured Credit Agreement | Senior secured initial term loans | Base rate | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 1.50% | ||||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 50 | ||||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 2.25% | 2.25% | 2.25% | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Base rate | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 1.25% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-1 incremental term loan facility | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 400 | ||||||||||
Percentage of discount | 3% | ||||||||||
Percentage of quarterly installments payable of the principal | 0.25% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-1 incremental term loan facility | LIBOR | |||||||||||
Long-term Debt | |||||||||||
Floor (in percent) | 1% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-1 incremental term loan facility | LIBOR | Minimum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 6.25% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-1 incremental term loan facility | LIBOR | Maximum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 7% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-1 incremental term loan facility | Base rate | Minimum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 5.25% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-1 incremental term loan facility | Base rate | Maximum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 6% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-2 delayed-draw incremental term loan facility | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 200 | ||||||||||
Amount to be borrowed in each quarter | $ 50 | ||||||||||
Senior Secured Credit Agreement | Senior secured prior tranche B-2 term loan facility | |||||||||||
Long-term Debt | |||||||||||
Principal amount | $ 150 | ||||||||||
Principal amount of loans borrowed | 50 | ||||||||||
Equity commitments funded in ach quarter | 50 | ||||||||||
Equity commitments funded | 150 | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-2 term loan facility | |||||||||||
Long-term Debt | |||||||||||
Upfront commitment fee (in percent) | 3% | ||||||||||
Upfront commitment fee | $ 6 | ||||||||||
Unused commitment fee (percentage) | 0.75% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-2 term loan facility | LIBOR | |||||||||||
Long-term Debt | |||||||||||
Floor (in percent) | 1% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | |||||||||||
Long-term Debt | |||||||||||
Principal amount | 1,000 | ||||||||||
Upfront commitment fee | $ 15 | ||||||||||
Borrowings in a principal amount | $ 800 | ||||||||||
Unused commitment fee (percentage) | 3% | ||||||||||
Amount of senior debt borrowed | $ 200 | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | LIBOR | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 6.50% | ||||||||||
Floor (in percent) | 1% | 1% | |||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | LIBOR | Subsequent Events | |||||||||||
Long-term Debt | |||||||||||
Margin on interest rate with respect to the portion required to be paid in cash | 4% | ||||||||||
Margin on interest rate with respect to the portion required to be paid in kind | 4% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | LIBOR | Minimum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 5% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | LIBOR | Maximum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 6.50% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | Base rate | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 5.50% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | Base rate | Minimum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 4% | ||||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | Base rate | Maximum | |||||||||||
Long-term Debt | |||||||||||
Applicable margin on interest rate (in percent) | 5.50% |
Long-term Debt - Amortization o
Long-term Debt - Amortization of Debt Discount and Debt Issuance Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Debt. | |||
Beginning balance | $ 19 | $ 19 | $ 10 |
Capitalized during the year | 3 | 18 | 12 |
Amortized/written-off during the year | (5) | (18) | (3) |
Closing balance | 17 | 19 | 19 |
Amount of amortized debt discount and debt issuance costs | $ 5 | 5 | $ 3 |
Amount of debt discount and debt issuance costs written off as loss on extinguishment of debt | $ 13 |
Long-term Debt - Debt Maturitie
Long-term Debt - Debt Maturities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Year ending December 31, | ||||
2023 | $ 3 | |||
2024 | 3 | |||
2025 | 233 | |||
2026 | 1,000 | |||
Total | 1,239 | |||
Less: Unamortized debt discount and debt issuance costs | (17) | $ (19) | $ (19) | $ (10) |
Total debt, net of unamortized debt discount and debt issuance costs | $ 1,222 |
Employee Benefit Plans - Define
Employee Benefit Plans - Defined Contribution Plan (Details) - USD ($) $ in Millions | 12 Months Ended | 24 Months Ended |
Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefit Plans | ||
Amount of contributions for plans | $ 31 | $ 20 |
Employee Benefit Plans - Defi_2
Employee Benefit Plans - Defined Benefit Plans - General (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | |||
Aggregate projected benefit obligations of plans | $ 570 | $ 1,001 | $ 1,046 |
Aggregate accumulated benefit obligation of plans | 556 | 975 | |
Actuarial gain, net | $ 339 | $ 18 |
Employee Benefit Plans - Change
Employee Benefit Plans - Changes in the defined benefit obligation and fair value of plan assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Changes in benefit obligation: | |||
Benefit obligation, beginning of year | $ 1,001 | $ 1,046 | |
Service cost | 5 | 6 | $ 7 |
Interest cost | 16 | 13 | 15 |
Plan participants' contribution | 1 | 1 | |
Actuarial (gain) loss, net | (339) | (18) | |
Benefit paid | (18) | (22) | |
Plan amendments | (1) | ||
Curtailments and settlements | (3) | (3) | |
Expenses paid from assets | (1) | (1) | |
Currency translation adjustment | (92) | (20) | |
Benefit obligation, end of year | 570 | 1,001 | 1,046 |
Change in fair value of plan assets | |||
Fair value of plan assets, beginning of year | 670 | 634 | |
Employer contributions | 32 | 25 | 25 |
Plan participants' contributions | 1 | 1 | |
Benefits paid | (18) | (22) | |
Actual return on plan assets | (194) | 47 | |
Expenses paid from assets | (1) | (1) | |
Plan settlements | (3) | (3) | |
Currency translation adjustments | (62) | (11) | |
Fair value of plan assets, end of year | 425 | 670 | $ 634 |
Unfunded status | $ 145 | $ 331 |
Employee Benefit Plans - Amount
Employee Benefit Plans - Amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) (Details) - AOCI Including Portion Attributable to Noncontrolling Interest [Member] - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||
Unrecognized net actuarial loss | $ 20 | $ 150 |
Prior service cost | 2 | 3 |
Total | 22 | 153 |
Deferred taxes | 5 | (25) |
Amounts recognized in accumulated other comprehensive loss | $ 27 | $ 128 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of net periodic pension benefit (cost) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | |||
Service cost | $ 5 | $ 6 | $ 7 |
Interest cost | 16 | 13 | 15 |
Expected return on plan assets | (26) | (25) | (24) |
Amortization of actuarial loss | 2 | 4 | 2 |
Curtailments and settlements | (1) | 4 | |
Net periodic pension (benefit) cost | $ (3) | $ (3) | $ 4 |
Employee Benefit Plans - Weight
Employee Benefit Plans - Weighted average assumptions used to determine the net periodic pension benefit (cost) (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Net periodic pension (benefit) cost: | |||
Interest cost discount rate | 1.70% | 1.20% | 1.80% |
Expected long-term return on plan assets | 4.50% | 4.40% | 4.40% |
Rate of compensation increase | 3.10% | 2.60% | 2.60% |
Projected benefit obligation: | |||
Discount rate | 4.50% | 1.70% | 1.20% |
Employee Benefit Plans - Fair v
Employee Benefit Plans - Fair value of pension plan assets (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Fair value of pension plan assets | |||
Fair value of pension plan assets | $ 425 | $ 670 | $ 634 |
NAV | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 45 | 58 | |
Fair value of pension plan | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 380 | 612 | |
Fair value of pension plan | Level 1 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 33 | 7 | |
Fair value of pension plan | Level 2 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 226 | 514 | |
Fair value of pension plan | Level 3 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 121 | 91 | |
Liability-driven investments | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 129 | 209 | |
Liability-driven investments | Level 2 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 129 | 209 | |
Equity funds | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 72 | 101 | |
Equity funds | Level 2 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 18 | 73 | |
Equity funds | Level 3 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 54 | 28 | |
Debt funds | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 35 | 130 | |
Debt funds | Level 2 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 27 | 119 | |
Debt funds | Level 3 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 8 | 11 | |
Real estate funds | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 63 | 91 | |
Real estate funds | Level 2 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 44 | 72 | |
Real estate funds | Level 3 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 19 | 19 | |
Other | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 48 | 74 | |
Other | Level 2 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 8 | 41 | |
Other | Level 3 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 40 | 33 | |
Cash and cash equivalents | |||
Fair value of pension plan assets | |||
Total fair value pension plan | 33 | 7 | |
Cash and cash equivalents | Level 1 | |||
Fair value of pension plan assets | |||
Total fair value pension plan | $ 33 | $ 7 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Benefit Plans | |||
Employer contributions | $ 32 | $ 25 | $ 25 |
Amount of expected contributions to defined benefit pension plans | $ 27 | ||
Matching assets | |||
Employee Benefit Plans | |||
Percentage of target allocations | 38% | ||
Return-seeking investments and cash | |||
Employee Benefit Plans | |||
Percentage of target allocations | 62% |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated future benefit payments (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Employee Benefit Plans | |
2023 | $ 20 |
2024 | 20 |
2025 | 21 |
2026 | 22 |
2027 | 24 |
2028-2032 | $ 135 |
Other non-current liabilities (
Other non-current liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Other non-current liabilities | ||
Contractual upfront or commission payables | $ 19 | $ 3 |
Asset retirement obligations | $ 18 | $ 13 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Commitments and Contingencies. | |
Outstanding non-cancellable purchase commitments | $ 224 |
Non-cancellable purchase commitments related to the next twelve months | 89 |
Bank guarantees | $ 20 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Oct. 12, 2022 $ / shares shares | |
Warrants | ||
Number of warrants outstanding | 0 | 39,451,067 |
Exercise price of warrants | $ / shares | $ 11.50 | |
Amount of liability extinguished and credit to additional paid in capital | $ | $ 59 | |
Class A common stock | ||
Warrants | ||
Number of shares of common stock received for each warrant | 0.275 | |
Number of shares of common stock received for warrants | 364,147 | 10,444,363 |
Exchange ratio | 0.2475 | |
Private warrants | ||
Warrants | ||
Number of warrants outstanding | 12,224,134 | |
Public warrants | ||
Warrants | ||
Number of warrants outstanding | 27,226,933 |
Earnout Shares (Details)
Earnout Shares (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
May 27, 2022 D $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Earnout Shares | ||||
Term for shares to be issued | 5 years | |||
Stock-based compensation expense | $ | $ 39 | $ 3 | $ 3 | |
Initial fair value of the Earnout Shares liability | $ | 90 | |||
Gain on fair value change in Earnout Shares liability | $ | 10 | |||
GBTG MIP Options | ||||
Earnout Shares | ||||
Stock-based compensation expense | $ | $ 2 | |||
If the VWAP of Class A Common Stock is greater than or equal to $12.50 | Class A common stock | ||||
Earnout Shares | ||||
Stock price trigger for any 20 trading days within any consecutive 30-trading day | $ / shares | $ 12.50 | |||
Number of trading days | D | 20 | |||
Number of consecutive trading days | D | 30 | |||
Term for shares to be issued | 5 years | |||
Contingent right to receive shares (as a percent) | 50% | |||
If the VWAP of Class A Common Stock is greater than or equal to $15.00 | Class A common stock | ||||
Earnout Shares | ||||
Stock price trigger for any 20 trading days within any consecutive 30-trading day | $ / shares | $ 15 | |||
Number of trading days | D | 20 | |||
Number of consecutive trading days | D | 30 | |||
Term for shares to be issued | 5 years |
Equity-Based Compensation - Man
Equity-Based Compensation - Management Incentive Plan (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2022 | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) shares | |
Equity-Based Compensation | ||||
Stock-based compensation expense | $ | $ 39 | $ 3 | $ 3 | |
Key assumptions used in the valuation of the options granted | ||||
Annual risk-free interest rate | 1.15% | |||
Equity volatility | 29% | |||
Expected average life of options | 6 years | |||
Dividend yield | 0% | |||
GBTG MIP Options | ||||
Equity-Based Compensation | ||||
Stock-based compensation expense | $ | $ 2 | |||
Expected weighted average period compensation costs to be recognized (years) | 1 year 8 months 12 days | |||
Key assumptions used in the valuation of the options granted | ||||
Number of options granted | shares | 0 | 0 | ||
Weighted average grant date fair value | $ / shares | $ 3.02 | |||
Management Incentive Plan | GBTG MIP Options | ||||
Equity-Based Compensation | ||||
Exercise price of Options granted, as percentage of fair marked value | 100% | |||
Number of options | ||||
Balance as of December 31, 2021 | shares | 4,173,448 | |||
Exchange ratio conversion | 8.7659 | |||
Recalculated GBTG MIP Options beginning balance | shares | 36,584,013 | |||
Forfeited | shares | (138,124) | |||
Exercised | shares | (48,212) | |||
Balance as of December 31, 2022 | shares | 36,397,677 | 4,173,448 | ||
Exercisable as of December 31, 2022 | shares | 27,766,065 | |||
Expected to vest as of December 31, 2022 | shares | 8,631,632 | |||
Weighted average exercise price per option | ||||
Balance as of December 31, 2021 | $ / shares | $ 67.22 | |||
Recalculated GBTG MIP Options beginning balance | $ / shares | 7.67 | |||
Forfeited | $ / shares | 10.03 | |||
Exercised | $ / shares | 6.55 | |||
Balance as of December 31, 2022 | $ / shares | 7.66 | $ 67.22 | ||
Exercisable as of December 31, 2022 | $ / shares | 7.10 | |||
Expected to vest as of December 31, 2022 | $ / shares | $ 10.31 | |||
Weighted average remaining contractual term | ||||
"Exercisable as of December 31, 2022" | 4 years 1 month 6 days | |||
Expected to vest as of December 31, 2022 | 8 years 6 months | |||
Aggregate intrinsic value | ||||
Exercisable as of December 31, 2022 | $ | $ 13 | |||
Management Incentive Plan | GBTG MIP Options | Minimum | ||||
Equity-Based Compensation | ||||
Vesting period (in years) | 3 years | |||
Management Incentive Plan | GBTG MIP Options | Maximum | ||||
Equity-Based Compensation | ||||
Vesting period (in years) | 5 years | |||
Management Incentive Plan | GBTG MIP Options | Three year vesting period | ||||
Equity-Based Compensation | ||||
Annual vesting percentage | 33.33% | |||
Management Incentive Plan | GBTG MIP Options | Five year vesting period | ||||
Equity-Based Compensation | ||||
Annual vesting percentage | 20% |
Equity-Based Compensation - 202
Equity-Based Compensation - 2022 Equity Incentive Plan (Details) - 2022 Plan - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | May 31, 2022 | |
Maximum | Class A common stock | ||
Equity-Based Compensation | ||
Common stock available for issuance | 47,870,291 | |
RSU | ||
Equity-Based Compensation | ||
Annual vesting percentage | 33.33% | |
Number of RSUs | ||
Granted during the year | 11,430,966 | |
Forfeited / cancelled during the year | (142,221) | |
Balance as of December 31, 2022 | 11,288,745 | |
Weighted average grant date fair value | ||
Granted during the year | $ 7.56 | |
Forfeited / cancelled during the year | 6.19 | |
Balance as of December 31, 2022 | $ 7.56 | |
RSU | Minimum | ||
Equity-Based Compensation | ||
Vesting period (in years) | 12 months | |
RSU | Maximum | ||
Equity-Based Compensation | ||
Vesting period (in years) | 36 months |
Equity-Based Compensation - Emp
Equity-Based Compensation - Employee Stock Purchase Plan (Details) - Employee Stock Purchase Plan | 1 Months Ended |
May 31, 2022 shares | |
Equity-Based Compensation | |
Number of offering periods per year | 2 years |
Percentage of number of all common stock outstanding considered for automatic increase of shares available for purchase under the plan | 1% |
Maximum | Class A common stock | |
Equity-Based Compensation | |
Common stock available for issuance | 11,068,989 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-based compensation expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity-Based Compensation | |||
Equity-based compensation expense | $ 39 | $ 3 | $ 3 |
Equity-based compensation expense after tax | 31 | $ 3 | $ 3 |
Cost of revenue (excluding depreciation and amortization) | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 2 | ||
Sales and marketing | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 14 | ||
Technology and content | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 8 | ||
General and administrative | |||
Equity-Based Compensation | |||
Equity-based compensation expense | $ 15 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
GBTG MIP Options | |
Equity-Based Compensation | |
Compensation expense related to unvested GBTG MIP Options to be recognized | $ 28 |
Weighted average period for compensation expense to be recognized | 1 year 8 months 12 days |
RSU | |
Equity-Based Compensation | |
Compensation expense related to unvested RSUs to be recognized | $ 60 |
Weighted average period for compensation expense to be recognized | 1 year 9 months 18 days |
Shareholders' Equity (Details)
Shareholders' Equity (Details) $ / shares in Units, $ in Millions | 12 Months Ended | ||||||
Dec. 02, 2021 € / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) shares | Oct. 12, 2022 shares | Dec. 31, 2021 € / shares | Dec. 31, 2021 USD ($) shares | Dec. 31, 2020 USD ($) | |
Shareholders' Equity | |||||||
Warrants outstanding | 0 | 39,451,067 | |||||
Accrued dividend | $ | $ 10 | ||||||
Total consideration | $ | $ 150 | ||||||
Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock par value | $ / shares | $ 0.00001 | ||||||
Preferred stock , shares authorized | 6,010,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred stock, shares outstanding | 0 | ||||||
Profit shares | |||||||
Shareholders' Equity | |||||||
Shares, par value | € / shares | € 0.00001 | ||||||
Shares authorized | 800,000 | ||||||
Shares issued | 800,000 | ||||||
Shares outstanding | 800,000 | ||||||
Class A common stock | |||||||
Shareholders' Equity | |||||||
Shares, par value | $ / shares | $ 0.0001 | ||||||
Shares authorized | 3,000,000,000 | ||||||
Shares issued | 67,753,543 | ||||||
Shares outstanding | 67,753,543 | ||||||
Common stock, voting rights | one vote | ||||||
Class B common stock | |||||||
Shareholders' Equity | |||||||
Shares, par value | $ / shares | $ 0.0001 | ||||||
Shares authorized | 3,000,000,000 | ||||||
Shares issued | 394,448,481 | ||||||
Shares outstanding | 394,448,481 | ||||||
Common stock, voting rights | one vote | ||||||
Stockholders equity note, stock split | one | ||||||
Class A-1 Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock , shares authorized | 3,000,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred stock, shares outstanding | 0 | ||||||
Class B-1 Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock , shares authorized | 3,000,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred stock, shares outstanding | 0 | ||||||
Undesignated Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock , shares authorized | 10,000,000 | ||||||
Preferred stock issued | 0 | ||||||
Preferred stock, shares outstanding | 0 | ||||||
GBT JerseyCo | |||||||
Shareholders' Equity | |||||||
Issued and outstanding ratio | 1% | ||||||
GBT JerseyCo | Preferred Stock | |||||||
Shareholders' Equity | |||||||
Preferred stock par value | € / shares | € 0.00001 | ||||||
Preferred stock , shares authorized | 3,000,000 | ||||||
Increase of preferred stock dividend rate | 14% | ||||||
Preferred stock, dividend rate | 12% | ||||||
Global Business Travel | |||||||
Shareholders' Equity | |||||||
Preferred stock issued | 0 | ||||||
Accrued dividend | $ | $ 0 | $ 1 | $ 0 | ||||
Preferred stock accrued dividend | $ | $ 8 | ||||||
Amex Coop | |||||||
Shareholders' Equity | |||||||
Accrued dividend | $ | $ 10 | ||||||
Total consideration | $ | $ 150 | ||||||
Amex Coop | Preferred Stock | |||||||
Shareholders' Equity | |||||||
Shares issued during the period | 1,500,000 |
Shareholders' Equity - Related
Shareholders' Equity - Related party transactions (Details) - Sponsor Side Letter shares in Millions | May 27, 2022 $ / shares D shares |
Related Party Transactions | |
Period following the closing, considered for transfer of Class A Common Stock held by Sponsors and Insiders | 1 year |
Minimum VWAP of Class A Common Stock, considered for transfer of stock held | $ / shares | 12 |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares) | shares | 8 |
Sponsor side letter vesting period | 5 years |
If the VWAP of Class A Common Stock is greater than or equal to $12.50 | |
Related Party Transactions | |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 12.50 |
Number of sponsor shares that will vest (in shares) | shares | 5 |
If the VWAP of Class A Common Stock is greater than or equal to $15.00 | |
Related Party Transactions | |
Number of trading days within which minimum volume weighted average share price is to be attained | 20 |
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 |
Minimum VWAP of Class A Common Stock | $ / shares | $ 15 |
Number of sponsor shares that will vest (in shares) | shares | 3 |
Shareholders' Equity - Changes
Shareholders' Equity - Changes in accumulated other comprehensive loss, net of tax (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shareholders' Equity | |||
Beginning balance | $ 1,334 | $ 984 | $ 1,682 |
Allocated to non-controlling interest | 1,219 | 1 | |
Ending balance | 1,371 | 1,334 | 984 |
Tax (expense) benefit | (30) | 10 | (15) |
Currency translation adjustments | |||
Shareholders' Equity | |||
Beginning balance | (38) | (23) | (21) |
Net changes during the period, net of tax benefit | (15) | (2) | |
Net changes prior to reverse recapitalization, net of tax benefit | (59) | ||
Allocated to non-controlling interest | 85 | ||
Net changes post reverse recapitalization, net of tax benefit | 8 | ||
Allocated post reverse recapitalization change to non-controlling interest | (6) | ||
Ending balance | (10) | (38) | (23) |
Defined benefit plan related | |||
Shareholders' Equity | |||
Beginning balance | (128) | (160) | (81) |
Net changes during the period, net of tax benefit | 32 | (79) | |
Allocated to non-controlling interest | 112 | ||
Net changes post reverse recapitalization, net of tax benefit | 101 | ||
Allocated post reverse recapitalization change to non-controlling interest | (86) | ||
Ending balance | (1) | (128) | (160) |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | |||
Shareholders' Equity | |||
Beginning balance | 4 | 4 | 4 |
Net changes prior to reverse recapitalization, net of tax benefit | 12 | ||
Allocated to non-controlling interest | (14) | ||
Net changes post reverse recapitalization, net of tax benefit | 16 | ||
Allocated post reverse recapitalization change to non-controlling interest | (14) | ||
Ending balance | 4 | 4 | 4 |
Accumulated other comprehensive loss | |||
Shareholders' Equity | |||
Beginning balance | (162) | (179) | (98) |
Net changes during the period, net of tax benefit | 17 | (81) | |
Net changes prior to reverse recapitalization, net of tax benefit | (47) | ||
Allocated to non-controlling interest | 183 | ||
Net changes post reverse recapitalization, net of tax benefit | 125 | ||
Allocated post reverse recapitalization change to non-controlling interest | (106) | ||
Ending balance | $ (7) | $ (162) | $ (179) |
Loss per share (Details)
Loss per share (Details) shares in Millions | 12 Months Ended |
Dec. 31, 2022 shares | |
Earnings (loss) per share | |
Earnout shares subject to forfeiture if achievement of stock prices are not met | 23 |
GBTG MIP Options | |
Earnings (loss) per share | |
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share | 36 |
RSU | |
Earnings (loss) per share | |
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share | 11 |
Loss per share- Basic and dilut
Loss per share- Basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator - Basic and diluted earnings (loss) per share: | |||
Net (loss) income attributable to the Company's Class A common stockholders (A) | $ (25) | ||
Net loss attributable to non-controlling interests in subsidiaries | (204) | $ (475) | $ (619) |
Net (loss) income | $ (229) | $ (475) | $ (619) |
Denominator - Basic and diluted weighted average number of shares outstanding: | |||
Weighted average number of Class A common stock outstanding - Basic (C) | 51,266,570 | ||
Assumed conversion of Class B common stock | 394,448,481 | ||
Weighted average number of Class A common stock outstanding - Diluted (D) | 445,715,051 | ||
Basic earnings per share attributable to the Company's Class A common stockholders: (A) / (C) | $ (0.50) | ||
Diluted earnings loss per share attributable to the Company's Class A and Class B common stockholders: (B) / (D) | $ (0.51) |
Derivatives and Hedging - Inter
Derivatives and Hedging - Interest Rate Swap (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2022 | Feb. 28, 2023 | Feb. 28, 2022 | |
Derivatives and Hedging | ||||
Amount reclassified from accumulated other comprehensive loss | $ 4 | |||
Subsequent Events | ||||
Derivatives and Hedging | ||||
Derivative fixed Interest rate | 4.295% | |||
Notional principal amount | $ 300 | |||
Interest Rate Swap | ||||
Derivatives and Hedging | ||||
Notional amount | $ 600 | |||
Derivative fixed Interest rate | 3.6858% | 2.0725% | ||
Amount reclassified from accumulated other comprehensive loss | $ 4 | |||
Interest Rate Swap | Three-month LIBOR | ||||
Derivatives and Hedging | ||||
Derivative variable Interest rate | 2.0725% | |||
Cash realization on interest rate swap agreement termination | $ 23 |
Derivatives and Hedging - Warra
Derivatives and Hedging - Warrants and Earnout Shares (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Earnouts and warrants derivative liabilities | |
Derivatives and Hedging | |
Gross fair value of derivatives liabilities | $ | $ 100 |
Earnout Shares | |
Derivatives and Hedging | |
Number of shares issued | 15 |
Number of shares outstanding | 15 |
Warrants | |
Derivatives and Hedging | |
Number of shares issued | 0 |
Number of shares outstanding | 0 |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current liabilities | |
Derivatives and Hedging | |
Gross fair value of derivatives assets | $ | $ 10 |
Derivatives not designated as hedging instruments | Earnout Shares | Earnouts and warrants derivative liabilities | |
Derivatives and Hedging | |
Gross fair value of derivatives liabilities | $ | $ 90 |
Derivatives and Hedging - Impac
Derivatives and Hedging - Impact of changes in fair value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in statements of operations | $ 12 | ||
Amount of gain/(loss) recognized in statements of operations, financial statement location | Loss before income taxes and share of losses from equity method investments | Loss before income taxes and share of losses from equity method investments | Loss before income taxes and share of losses from equity method investments |
Amount reclassified from accumulated other comprehensive loss | $ 4 | ||
Total net gain on the interest rate swap contract is expected to be reclassified | 32 | ||
Interest rate swaps | |||
Derivatives and Hedging | |||
Amount reclassified from accumulated other comprehensive loss | 4 | ||
Total net gain on the interest rate swap contract is expected to be reclassified | 8 | ||
Derivatives designated as hedging instruments | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in other comprehensive loss | (4) | ||
Amount of gain/(loss) recognized in statements of operations | $ 4 | ||
Amount of gain/(loss) recognized in statements of operations, financial statement location | Interest Expense | Interest Expense | Interest Expense |
Derivatives designated as hedging instruments | Interest rate swaps | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in other comprehensive loss | $ 32 | ||
Derivatives not designated as hedging instruments | Earnout Shares | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in statements of operations | $ 10 | ||
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnouts and warrants derivative liabilities | Fair value movement on earnouts and warrants derivative liabilities | Fair value movement on earnouts and warrants derivative liabilities |
Derivatives not designated as hedging instruments | Warrants | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in statements of operations | $ (2) | ||
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnouts and warrants derivative liabilities | Fair value movement on earnouts and warrants derivative liabilities | Fair value movement on earnouts and warrants derivative liabilities |
Fair Value Measurements - Gross
Fair Value Measurements - Gross carrying value and fair value of assets and liabilities measured at a fair value on a recurring basis (Details) $ in Millions | Dec. 31, 2022 USD ($) |
Level 2 | Interest rate swaps | |
Fair Value Measurements | |
Gross carrying value and fair value of derivative assets | $ 10 |
Level 3 | Non-employee Earnout Shares | |
Fair Value Measurements | |
Gross carrying value and fair value of derivative liabilities | $ 90 |
Fair Value Measurements - Initi
Fair Value Measurements - Initial measurement of the Earnout Shares (Details) | Dec. 31, 2022 Y $ / shares | May 27, 2022 $ / shares Y |
Fair Value Measurements | ||
Price per public warrant | $ 1.33 | |
Tranche 1 | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value per shares | $ 4.30 | 4.82 |
Tranche 2 | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value per shares | $ 3.58 | $ 3.98 |
Stock price | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 6.75 | 7.39 |
Risk-free interest rate | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0406 | 0.0281 |
Volatility | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 0.425 | 0.375 |
Expected term (years) | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | Y | 4.4 | 5 |
Expected dividends | Non-employee Earnout Shares | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Ini_2
Fair Value Measurements - Initial measurement of the private warrant (Details) - Private warrants | May 27, 2022 $ / shares Y |
Fair Value Measurements | |
Fair value | $ 1.68 |
Stock price | |
Fair Value Measurements | |
Fair value measurement input | 7.39 |
Exercise price | |
Fair Value Measurements | |
Fair value measurement input | 11.50 |
Risk-free interest rate | |
Fair Value Measurements | |
Fair value measurement input | 0.0270 |
Volatility | |
Fair Value Measurements | |
Fair value measurement input | 0.375 |
Expected term (years) | |
Fair Value Measurements | |
Fair value measurement input | Y | 5 |
Expected dividends | |
Fair Value Measurements | |
Fair value measurement input | 0 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 financial liabilities (Details) - Level 3 $ in Millions | 4 Months Ended |
Sep. 30, 2022 USD ($) | |
Non-employee Earnout Shares | |
Fair Value Measurements | |
Balance at the beginning | $ 100 |
Change in fair value | (10) |
Balance at the end | 90 |
Private warrants | |
Fair Value Measurements | |
Balance at the beginning | 21 |
Change in fair value | (2) |
Transferred to level 2 | $ (19) |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 31, 2021 |
Level 2 | Senior secured initial term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 235 | $ 236 |
Level 2 | Senior secured initial term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 220 | 233 |
Level 3 | Senior secured tranche B-3 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 987 | 787 |
Level 3 | Senior secured tranche B-3 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 1,017 | $ 800 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions | |||
Amounts payable to affiliates | $ 48 | $ 41 | |
Amounts receivable from affiliates | $ 36 | 18 | |
Egencia | |||
Related Party Transactions | |||
Term of agreement | 18 months | ||
Amount of net receivable (payable) | $ 15 | ||
Loss contingency | 19 | ||
Advisory Services Agreement | |||
Related Party Transactions | |||
Advisory services fees | 1 | 2.5 | $ 2.5 |
Amounts payable to affiliates | 5 | 4 | |
Commercial Agreements | |||
Related Party Transactions | |||
Advisory services fees | 24 | 10 | 12 |
Amounts payable to affiliates | 24 | 16 | |
Revenue from affiliates | 21 | 19 | $ 21 |
Amounts receivable from affiliates | $ 15 | 15 | |
License of American Express Marks | |||
Related Party Transactions | |||
Term of agreement | 11 years | ||
Commercial and Operating Agreements with Expedia | |||
Related Party Transactions | |||
Revenue from affiliates | $ 130 | 8 | |
Amounts receivable from affiliates | $ 18 | 4 | |
Term of agreement | 10 years | ||
Transition Services Agreement with Expedia, Inc | |||
Related Party Transactions | |||
Advisory services fees | $ 34 | 8 | |
Amounts payable to affiliates | 8 | 8 | |
Amount of net receivable (payable) | 4 | 16 | |
Certain tax indemnity and other agreements | |||
Related Party Transactions | |||
Amounts payable to affiliates | $ 2 | $ 2 |
Segment Information (Details)
Segment Information (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) segment | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Segment Information | |||
Number of operating segments | segment | 3 | ||
Number of reportable segments | segment | 1 | ||
Revenue | $ 1,851 | $ 763 | $ 793 |
Long-lived assets | 276 | 275 | 249 |
U.S. | |||
Segment Information | |||
Revenue | 672 | 226 | 191 |
Long-lived assets | 123 | 100 | 38 |
U.K | |||
Segment Information | |||
Revenue | 687 | 276 | 314 |
Long-lived assets | 68 | 76 | 93 |
All other countries | |||
Segment Information | |||
Revenue | 492 | 261 | 288 |
Long-lived assets | $ 85 | $ 99 | $ 118 |
Subsequent Events - Amendment o
Subsequent Events - Amendment of Senior Secured Credit Agreement (Details) - USD ($) $ in Millions | Jan. 25, 2023 | Jan. 31, 2023 | Dec. 02, 2021 | Aug. 13, 2018 |
Senior secured credit agreement | ||||
Subsequent Events | ||||
Aggregate principal amount | $ 135 | |||
Senior secured credit agreement | Senior secured tranche B-3 term facility | ||||
Subsequent Events | ||||
Aggregate principal amount | $ 1,000 | |||
Senior secured credit agreement | Revolving credit facility | ||||
Subsequent Events | ||||
Aggregate principal amount | $ 50 | |||
Subsequent Events | SOFR | ||||
Subsequent Events | ||||
Floor (in percent) | 1% | |||
Subsequent Events | Senior secured tranche B-3 term facility | SOFR | Minimum | ||||
Subsequent Events | ||||
Basis spread (in percent) | 5.25% | |||
Subsequent Events | Senior secured tranche B-3 term facility | SOFR | Maximum | ||||
Subsequent Events | ||||
Basis spread (in percent) | 6.75% | |||
Subsequent Events | Revolving credit facility | ||||
Subsequent Events | ||||
Draw down borrowings | $ 50 | |||
Subsequent Events | Revolving credit facility | SOFR | Minimum | ||||
Subsequent Events | ||||
Basis spread (in percent) | 4.75% | |||
Subsequent Events | Revolving credit facility | SOFR | Maximum | ||||
Subsequent Events | ||||
Basis spread (in percent) | 6.25% | |||
Subsequent Events | Senior secured credit agreement | ||||
Subsequent Events | ||||
Aggregate principal amount | $ 135 |
Subsequent Events - Restructuri
Subsequent Events - Restructuring (Details) - USD ($) $ in Millions | 12 Months Ended | |||
Jan. 24, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events | ||||
Restructuring charges, which included restructuring costs | $ (3) | $ 14 | $ 206 | |
Subsequent Events | Minimum | ||||
Subsequent Events | ||||
Restructuring charges, which included restructuring costs | $ 20 | |||
Subsequent Events | Maximum | ||||
Subsequent Events | ||||
Restructuring charges, which included restructuring costs | $ 25 |
Subsequent Events - MIP Exchang
Subsequent Events - MIP Exchange Offer (Details) - shares | 12 Months Ended | |
Jan. 26, 2023 | Dec. 31, 2022 | |
2022 Plan | RSU | ||
Subsequent Events | ||
Granted during the year | 11,430,966 | |
Subsequent Events | GBTG MIP Options | ||
Subsequent Events | ||
Number of options cancelled or exercised | 10,088,754 | |
Options exercised | 2,699,885 | |
Subsequent Events | 2022 Plan | RSU | ||
Subsequent Events | ||
Granted during the year | 4,817,142 | |
Share-based compensation arrangement by share-based payment award anniversaries ratio | 33.33% |
Subsequent Events - Interest Ra
Subsequent Events - Interest Rate Swap Contract (Details) - Subsequent Events $ in Millions | Feb. 28, 2023 USD ($) |
Subsequent Events | |
Notional principal amount | $ 300 |
Floor rate | 0.90% |
Fixed rate | 4.295% |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Allowance for credit losses | |||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||
Balance at beginning of year | $ 4 | $ 14 | $ 11 |
Charged to expense or other accounts | 23 | (5) | 4 |
Write-offs and other adjustments | (4) | (5) | (1) |
Balance at end of year | 23 | 4 | 14 |
Valuation allowance for deferred tax assets | |||
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | |||
Balance at beginning of year | 116 | 119 | 88 |
Charged to expense or other accounts | 14 | (1) | 31 |
Write-offs and other adjustments | (6) | (2) | |
Balance at end of year | $ 124 | $ 116 | $ 119 |