Related Party Transactions | (19) Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $8 million and $7 million for the three months ended June 30, 2023 and 2022, respectively, and costs of $15 million and $11 million in charges from affiliates of Amex Coop for the six months ended June 30, 2023 and 2022, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $6 million and $5 million for the three months ended June 30, 2023 and 2022, respectively, and revenue of $12 million and $10 million for the six months ended June 30, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements, which include amounts collected by the Company on behalf of affiliates of Amex Coop, as of June 30, 2023 and December 31, 2022, were $35 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements were $8 million and $15 million as of June 30, 2023 and December 31, 2022, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022. License of American Express Marks Effective upon closing of the Business Combination in May 2022, GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). The amended and restated trademark license agreement also provides GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provides a right to the Continuing JerseyCo Owners to exchange their B Ordinary Shares of 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. The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and GBTG’s Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of GBTG’s Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised such rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock of GBTG and GBTG elected to effect the exchange as a direct exchange. See note 20 – Subsequent Events Shareholders Agreement At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “Shareholders Agreement”). The 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. The Shareholders Agreement also sets out the composition and appointment of the GBTG Board, and provides for various provisions for transfer of shares, shareholder rights and termination of such rights. On July 10, 2023, the Continuing JerseyCo Owners entered into a letter agreement amending the Shareholders Agreement (the “SHA Amendment”) to, among other things, (i) reflect that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement and (ii) modify tax related provisions to reflect that GBT JerseyCo will no longer be treated as a partnership for U.S. tax purposes. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company under the Advisory Services Agreement which was terminated upon the closing of the Business Combination in May 2022. For the three and six months ended June 30, 2022, the Company accrued fees of less than $1 million and $1 million, respectively. As of both June 30, 2023 and December 31, 2022, the Company had $5 million as amounts payable to Certares under this agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $44 million and $41 million for the three months ended June 30, 2023 and 2022, respectively, and $82 million and $60 million for the six months ended June 30, 2023 and 2022, respectively. The Company had $23 million and $18 million receivable from the affiliate of Expedia as of June 30, 2023 and December 31, 2022, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc., 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 the Company. The total cost charged to the Company for the three months ended June 30, 2023 and 2022, was approximately $6 million and $9 million, respectively, and for the six months ended June 30, 2023 and 2022, was $14 million and $20 million, respectively, which was included in the Company’s consolidated statements of operations within technology and content expense. As of June 30, 2023 and December 31, 2022 the Company had a payable to Expedia Inc. of $6 million and $8 million, respectively. Further, as of both June 30, 2023 and December 31, 2022, Egencia had a net receivable of $5 million from Expedia, primarily on account of net cash collected from customers by Expedia on behalf of Egencia. During the three months ended June 30, 2023, pursuant to an agreement with Expedia, the Company issued 575,409 shares of Class A Common Stock to Expedia to settle, in part, $4 million of liability for loss contingency accrued in 2022. As of June 30, 2023, and December 31, 2022, the Company had $11 million and $15 million, respectively, that remained payable to Expedia in respect of this loss contingency. Loan to equity affiliate During the six months ended June 30, 2023, the Company provided a loan of $5 million to one of its equity affiliates of which $2 million is receivable in the next twelve months. |