Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 12, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-39576 | ||
Entity Registrant Name | Global Business Travel Group, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 98-0598290 | ||
Entity Address, Address Line One | 666 3rd Avenue, 4th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10017 | ||
City Area Code | 646 | ||
Local Phone Number | 344-1290 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | ||
Trading Symbol | GBTG | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 321 | ||
Entity Common Stock, Shares Outstanding | 472,619,830 | ||
Documents Incorporated by Reference | The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of shareholders to be held in 2024, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates. | ||
Entity Central Index Key | 0001820872 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 185 |
Auditor Name | KPMG LLP |
Auditor Location | New York, New York |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 476 | $ 303 |
Accounts receivable (net of allowance for credit losses of $12 and $23 as of December 31, 2023 and 2022, respectively) | 726 | 765 |
Due from affiliates | 42 | 36 |
Prepaid expenses and other current assets | 116 | 130 |
Total current assets | 1,360 | 1,234 |
Property and equipment, net | 232 | 218 |
Equity method investments | 14 | 14 |
Goodwill | 1,212 | 1,188 |
Other intangible assets, net | 552 | 636 |
Operating lease right-of-use assets | 50 | 58 |
Deferred tax assets | 281 | 333 |
Other non-current assets | 50 | 47 |
Total assets | 3,751 | 3,728 |
Current liabilities: | ||
Accounts payable | 302 | 253 |
Due to affiliates | 39 | 48 |
Accrued expenses and other current liabilities | 466 | 452 |
Current portion of operating lease liabilities | 17 | 17 |
Current portion of long-term debt | 7 | 3 |
Total current liabilities | 831 | 773 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 1,355 | 1,219 |
Deferred tax liabilities | 5 | 24 |
Pension liabilities | 183 | 147 |
Long-term operating lease liabilities | 55 | 61 |
Earnout derivative liabilities | 77 | 90 |
Other non-current liabilities | 33 | 43 |
Total liabilities | 2,539 | 2,357 |
Commitments and Contingencies (see note 18) | ||
Shareholders’ equity: | ||
Additional paid-in-capital | 2,748 | 334 |
Accumulated deficit | (1,437) | (175) |
Accumulated other comprehensive loss | (103) | (7) |
Total equity of the Company’s shareholders | 1,208 | 152 |
Equity attributable to non-controlling interest in subsidiaries | 4 | 1,219 |
Total shareholders’ equity | 1,212 | 1,371 |
Total liabilities and shareholders’ equity | 3,751 | 3,728 |
Class A common stock | ||
Shareholders’ equity: | ||
Common stock | 0 | 0 |
Class B common stock | ||
Shareholders’ equity: | ||
Common stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Allowances for credit losses | $ 12 | $ 23 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 467,092,817 | 67,753,543 |
Common stock, shares outstanding (in shares) | 467,092,817 | 67,753,543 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 |
Common stock, shares issued (in shares) | 0 | 394,448,481 |
Common stock, shares outstanding (in shares) | 0 | 394,448,481 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenue | $ 2,290 | $ 1,851 | $ 763 |
Costs and expenses: | |||
Cost of revenue (excluding depreciation and amortization shown separately below) | 958 | 832 | 477 |
Sales and marketing | 393 | 337 | 201 |
Technology and content | 405 | 388 | 264 |
General and administrative | 306 | 313 | 213 |
Restructuring and other exit charges | 42 | (3) | 14 |
Depreciation and amortization | 194 | 182 | 154 |
Total operating expenses | 2,298 | 2,049 | 1,323 |
Operating loss | (8) | (198) | (560) |
Interest income | 1 | 0 | 1 |
Interest expense | (141) | (98) | (53) |
Fair value movement on earnout and warrant derivative liabilities | 13 | 8 | 0 |
Loss on early extinguishment of debt | 0 | 0 | (49) |
Other (loss) income, net | (10) | 1 | 8 |
Loss before income taxes and share of losses from equity method investments | (145) | (287) | (653) |
Benefit from income taxes | 9 | 61 | 186 |
Share of losses from equity method investments | 0 | (3) | (8) |
Net loss | (136) | (229) | (475) |
Less: net loss attributable to non-controlling interests in subsidiaries | (73) | (204) | (475) |
Net loss attributable to the Company’s Class A common stockholders | $ (63) | $ (25) | $ 0 |
Basic loss per share attributable to the Company's Class A common stockholders (in dollars per share) | $ (0.25) | $ (0.50) | |
Weighted average number of shares outstanding - Basic (in shares) | 251,645,498 | 51,266,570 | |
Diluted loss per share attributable to the Company's Class A common stockholders (in dollars per share) | $ (0.30) | $ (0.51) | |
Weighted average number of shares outstanding - Diluted (in shares) | 458,055,525 | 445,715,051 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (136) | $ (229) | $ (475) |
Other comprehensive (loss) income, net of tax: | |||
Change in currency translation adjustments, net of tax | 33 | (51) | (15) |
Unrealized gains on cash flow hedge, net of tax: | |||
Unrealized (loss) gain from cash flow hedges arising during the year | (8) | 32 | 0 |
Unrealized gains on cash flow hedge reclassified to interest expense | (8) | (4) | 0 |
Change in defined benefit plans, net of tax: | |||
Actuarial (loss) gain, net, and prior service cost arising during the year | (34) | 99 | 28 |
Amortization of actuarial (gain) loss and prior service cost in net periodic pension cost (benefit) | (2) | 2 | 4 |
Other comprehensive (loss) income, net of tax | (19) | 78 | 17 |
Comprehensive loss | (155) | (151) | (458) |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries | (59) | (145) | (458) |
Comprehensive loss attributable to the Company’s Class A common stockholders | $ (96) | $ (6) | $ 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating activities: | |||
Net loss | $ (136,000) | $ (229,000) | $ (475,000) |
Adjustments to reconcile net loss to net cash from (used in) operating activities: | |||
Depreciation and amortization | 194,000 | 182,000 | 154,000 |
Deferred tax benefit | (30,000) | (65,000) | (178,000) |
Equity-based compensation | 75,000 | 39,000 | 3,000 |
Allowance for (reversal of) credit losses | 9,000 | 19,000 | (5,000) |
Fair value movements on earnout and warrants derivative liabilities | (13,000) | (8,000) | 0 |
Loss on early extinguishment of debt | 0 | 0 | 49,000 |
Other | 17,000 | 22,000 | 3,000 |
Defined benefit pension funding | (29,000) | (32,000) | (25,000) |
Proceeds from termination of interest rate swap derivative contract | 0 | 23,000 | 0 |
Changes in working capital, net of effects from acquisitions | |||
Accounts receivable | 49,000 | (427,000) | (85,000) |
Prepaid expenses and other current assets | 9,000 | (29,000) | 40,000 |
Due from affiliates | (4,000) | (18,000) | (3,000) |
Due to affiliates | (5,000) | 7,000 | 8,000 |
Accounts payable, accrued expenses and other current liabilities | 26,000 | 122,000 | 2,000 |
Net cash from (used in) operating activities | 162,000 | (394,000) | (512,000) |
Investing activities: | |||
Purchase of property and equipment | (113,000) | (94,000) | (44,000) |
Other | (6,000) | (1,000) | (3,000) |
Net cash used in investing activities | (119,000) | (95,000) | (27,000) |
Financing activities: | |||
Proceeds from reverse recapitalization, net | 0 | 269,000 | 0 |
Redemption of preference shares | 0 | (168,000) | 0 |
Proceeds from issuance of preferred shares | 0 | 0 | 150,000 |
Proceeds from senior secured term loans, net of debt discount | 131,000 | 200,000 | 935,000 |
Repayment of senior secured term loans | (3,000) | (3,000) | (551,000) |
Repayment of finance lease obligations | (2,000) | (2,000) | (2,000) |
Payment of lender fees and issuance costs for senior secured term loans facilities | (2,000) | 0 | (8,000) |
Prepayment penalty and other costs related to early extinguishment of debt | 0 | 0 | (34,000) |
Payment of deferred consideration | 0 | (4,000) | 0 |
Payment of offering costs | 0 | 0 | (10,000) |
Capital distributions to shareholders | 0 | 0 | (1,000) |
Contributions for ESPP and proceeds from exercise of stock options | 7,000 | 0 | 0 |
Payment of taxes withheld on vesting of equity awards | (14,000) | 0 | 0 |
Other | 3,000 | 0 | (1,000) |
Net cash from financing activities | 120,000 | 292,000 | 478,000 |
Effect of exchange rates changes on cash, cash equivalents and restricted cash | 10,000 | (12,000) | (7,000) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 173,000 | (209,000) | (68,000) |
Cash, cash equivalents and restricted cash, beginning of year | 316,000 | 525,000 | 593,000 |
Cash, cash equivalents and restricted cash, end of year | 489,000 | 316,000 | 525,000 |
Supplemental cash flow information: | |||
Cash refund for income taxes (net of payments) | 2,000 | (1,000) | (5,000) |
Cash paid for interest (net of interest received) | 142,000 | 96,000 | 47,000 |
Dividend accrued on preferred shares | 0 | 0 | 10,000 |
Deferred offering costs accrued | 0 | 0 | 10,000 |
Non-cash additions for finance lease | 4,000 | 0 | 0 |
Issuance of shares to settle liability | 4,000 | 0 | 0 |
Ovation Group | |||
Investing activities: | |||
Business acquisition, net of cash acquired | 0 | 0 | (53,000) |
Egencia | |||
Investing activities: | |||
Business acquisition, net of cash acquired | $ 0 | $ 0 | $ 73,000 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Cash, cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | $ 476 | $ 303 |
Restricted cash (included in other non-current assets) | 13 | 13 |
Cash, cash equivalents and restricted cash | $ 489 | $ 316 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Cumulative effect of the adoption of accounting standard update | Total equity of the Company’s stockholders | Total equity of the Company’s stockholders Cumulative effect of the adoption of accounting standard update | Common Stock Voting ordinary shares | Common Stock Non-Voting ordinary shares | Common Stock Non-Voting ordinary shares Cumulative effect of the adoption of accounting standard update | Common Stock Profit shares | Common Stock Class A common stock | Common Stock Class B common stock | Additional paid-in capital | Accumulated deficit | Accumulated deficit Cumulative effect of the adoption of accounting standard update | Accumulated other comprehensive loss | Equity attributable to non-controlling interest in subsidiaries |
Beginning balance (in shares) at Dec. 31, 2020 | 36,000,000 | 0 | 800,000 | ||||||||||||
Beginning balance at Dec. 31, 2020 | $ 984 | $ 981 | $ 0 | $ 0 | $ 0 | $ 1,752 | $ (592) | $ (179) | $ 3 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Issued on acquisition of Egencia (see note 9) (in shares) | 8,413,972 | ||||||||||||||
Issued on acquisition of Egencia (see note 9) | 816 | 816 | 816 | ||||||||||||
Dividend on preferred shares (see note 22) | (10) | (10) | (10) | ||||||||||||
Equity-based compensation | 3 | 3 | 3 | ||||||||||||
Settlement of MIP options | (1) | (1) | (1) | ||||||||||||
Net loss | (475) | (473) | (473) | (2) | |||||||||||
Other comprehensive loss, net of tax | 17 | 17 | 17 | ||||||||||||
Ending balance (in shares) at Dec. 31, 2021 | 36,000,000 | 8,413,972 | 0 | 800,000 | 0 | 0 | |||||||||
Ending balance at Dec. 31, 2021 | 1,334 | $ (3) | 1,333 | $ (3) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | 2,560 | (1,065) | $ (3) | (162) | 1 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Equity prior to reverse recapitalization (in shares) | 36,000,000 | 8,473,083 | 800,000 | ||||||||||||
Equity prior to reverse recapitalization | 1,166 | 1,165 | 2,563 | (1,189) | (209) | 1 | |||||||||
Dividend on preferred shares (see note 22) | (8) | (8) | (8) | ||||||||||||
Additional shares issued to Expedia (see note 9) (in shares) | 59,111 | ||||||||||||||
Additional shares issued to Expedia (see note 9) | 6 | 6 | 6 | ||||||||||||
Equity-based compensation prior to reverse recapitalization | 5 | 5 | 5 | ||||||||||||
Net loss prior to reverse recapitalization | (121) | (121) | (121) | ||||||||||||
Other comprehensive loss, net of tax, prior to reverse recapitalization | (47) | (47) | (47) | ||||||||||||
Reverse recapitalization, net (see note 8) (in shares) | (36,000,000) | (8,473,083) | (800,000) | 56,945,033 | 394,448,481 | ||||||||||
Reverse recapitalization, net (see note 8) | 95 | (1,100) | (2,322) | 1,039 | 183 | 1,195 | |||||||||
Exchange of warrants for Class A shares (see note 19) (in shares) | 10,808,510 | ||||||||||||||
Exchange of warrants for Class A shares (see note 19) | 59 | 59 | 59 | ||||||||||||
Equity-based compensation after the reverse recapitalization | 34 | 34 | 34 | ||||||||||||
Net loss after the reverse recapitalization | (108) | (25) | (25) | (83) | |||||||||||
Other comprehensive income, net of tax, after the reverse recapitalization | 125 | 19 | 19 | 106 | |||||||||||
Net loss | (229) | ||||||||||||||
Other comprehensive loss, net of tax | 78 | ||||||||||||||
Ending balance (in shares) at Dec. 31, 2022 | 67,753,543 | 394,448,481 | |||||||||||||
Ending balance at Dec. 31, 2022 | 1,371 | 152 | $ 0 | $ 0 | 334 | (175) | (7) | 1,219 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||
Equity prior to reverse recapitalization (in shares) | 0 | 0 | 0 | ||||||||||||
Exchange of warrants for Class A shares (see note 19) | 59 | ||||||||||||||
Equity-based compensation | 75 | 75 | 75 | ||||||||||||
Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 21) (in shares) | 6,269,772 | ||||||||||||||
Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 21) | 7 | 7 | 7 | ||||||||||||
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 21) (in shares) | (1,954,388) | ||||||||||||||
Shares withheld for taxes in relation to vesting of / exercise of equity awards (see note 21) | (14) | (14) | (14) | ||||||||||||
Shares issued to settle liability (see note 26) (in shares) | 575,409 | ||||||||||||||
Shares issued to settle liability (see note 26) | 4 | 4 | 4 | ||||||||||||
Exchange of Class B common stock for Class A common stock pursuant to the Exchange Agreement (see note 1) (in shares) | 394,448,481 | (394,448,481) | |||||||||||||
Exchange of Class B common stock for Class A common stock pursuant to the Exchange Agreement (see note 1) | 0 | 1,156 | 2,418 | (1,199) | (63) | (1,156) | |||||||||
Tax impact of corporate simplification (see note 1 and 4) | (76) | (76) | (76) | ||||||||||||
Net loss | (136) | (63) | (63) | (73) | |||||||||||
Other comprehensive loss, net of tax | (19) | (33) | (33) | 14 | |||||||||||
Ending balance (in shares) at Dec. 31, 2023 | 467,092,817 | 0 | |||||||||||||
Ending balance at Dec. 31, 2023 | $ 1,212 | $ 1,208 | $ 0 | $ 0 | $ 2,748 | $ (1,437) | $ (103) | $ 4 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS' EQUITY (Parenthetical) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Cumulative effect of the adoption of accounting standard update, tax | $ 1 |
Business Description and Basis
Business Description and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business Description and Basis of Presentation | 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 business-to-business software and services company in travel and expense. The Company provides a platform serving travel primarily for business purposes and 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 GBTG (formerly known as Apollo Strategic Growth Capital or “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 GBTG. The Business Combination was accounted for as a reverse recapitalization, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG. 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 8 — Reverse Recapitalization ). GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). 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”). Corporate Simplification: On July 10, 2023, GBTG entered into a series of transactions that simplified its organizational structure (the "Corporate Simplification"). Prior to giving effect to the Corporate Simplification: (a) GBTG held its investments in GBT JerseyCo (a tax resident in the United Kingdom (“U.K.”)) and its subsidiaries through an umbrella partnership-C corporation structure (“Up-C structure”) and GBT JerseyCo was considered a partnership for U.S. tax purposes; (b) 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 the Cayman Islands, and EG Corporate Travel Holdings LLC, a Delaware limited liability company (“Expedia,” and collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”) were holders of non-voting redeemable shares of GBT JerseyCo., designated as "B Ordinary Shares" ("GBT JerseyCo B Ordinary Shares") in the Fourth Amended and Restated Memorandum of Association of GBT JerseyCo and the Third Amended and Restated GBT JerseyCo Articles of Association (collectively the "Amended and Restated M&A") with a nominal value of €0.00001; (c) GBTG owned voting redeemable shares of GBT JerseyCo., designated as "A Ordinary Shares" ("GBT JerseyCo A Ordinary Shares") in the Amended and Restated M&A with a nominal value of €0.00001; and (d) Continuing JerseyCo Owners owned Class B Common Stock and other public stockholders owned Class A Common Stock. As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of Class A Common Stock. Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below in note 26 - Related Party Transactions ), to provide, among other things, that the GBT JerseyCo C Ordinary Shares owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock 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, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock, which would be exchangeable for shares of Class A Common Stock under the Exchange Agreement (as discussed further below in note 8 - Reverse Recapitalization ). The BCA Amendment also provides that certain rights of holders of GBT JerseyCo C Ordinary Shares with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG. Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo. As a result of the Corporate Simplification: • GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding GBT JerseyCo B Ordinary Shares and all of the issued and outstanding shares of Class B Common Stock held by them; • GBTG became the sole holder of all the issued and outstanding GBT JerseyCo A Ordinary Shares; there are no shares of Class B Common Stock or GBT JerseyCo B Ordinary Shares that remain issued and outstanding; • no net income (loss) or shareholder’s equity is allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company (see note 22 – Shareholders’ Equity for further discussion); and • tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S. tax partnership arrangement) ceased, with GBTG now assuming 100% of income tax liability for any incremental U.S. tax payable related to GBT JerseyCo’s income from international operations (see note 4 – Income Taxes for further discussion). Further, the Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainties associated with potential economic slowdown resulting from adverse macro-economic conditions. The Company has taken several measures to preserve and enhance its liquidity, including additional term loans in January 2023 (see note 15 – Long-term Debt ) and restructuring initiatives (see note 14 – Restructuring, Exit and Related Charges ). Apart from the expectation of increase in transaction volume of its business operations, the Company continues to further explore other capital market transactions, process rationalizations and cost reduction measures to improve its liquidity position. Based on the Company’s current and expected operating plan, existing cash and cash equivalents, the ongoing increase in business travel indicated by recent volume trends, the Company’s mitigation measures taken 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 operational and other 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, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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 for the reporting periods that is attributable to third-party owners is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. 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, 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 and earnout shares and accrual of contingent liabilities. Actual results could differ materially from those estimates. 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 5 – Allowances 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. Uncertain macroeconomic factors, including rising interest rates, potential recession or economic downturn, can have a significant effect on the allowance for credit losses as such conditions could potentially result in the restructuring or bankruptcy of customers. Given such uncertainties, actual write-offs may vary from such estimates of credit losses. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. In previous years, the Company participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continued to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID-19 pandemic. During the years ended December 31, 2023, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits of $0, $24 million and $64 million, respectively, as a reduction of its operating expenses. As of December 31, 2023 and 2022, the Company had a receivable of $1 million and $13 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. 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 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 3 – 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 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. 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's 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 from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2023 and 2022. 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, 2023, 2022 and 2021 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. There was no impairment of finite-lived other intangible assets or long-lived assets during the years ended December 31, 2023, 2022 and 2021. 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 lease 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 prepayments 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 lease assets are included in property and equipment, net and finance lease liabilities are included within current portion of long-term debt and long-term debt, net of unamortized debt discount and debt issuance cost 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 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 in those jurisdictions where the deferred tax assets are located 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 net operating losses ("NOLs") to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. 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 cash flow 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, cash equivalents and restricted cash and accounts receivable. The Company maintains cash, cash equivalents and restricted cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash, cash equivalents and restricted cash 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, 2023, approximately 33% of our cash, cash equivalents and restricted 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 Revenues Client Fees Transaction Fees and Other Revenues : The Company enters into contracts with business clients to provide travel-related services each period over the contract term. The Company’s obligation to the client is to stand ready to provide service over the contractual term. The performance obligations under these contracts are typically satisfied over time as the clients benefit from these services as they are performed. The Company receives nonrefundable transaction fees from business clients each time a travel transaction is processed. Transaction fee revenue, which is unit-priced under the service contract, is generally allocated to and recognized in the period the transaction is processed. The Company also receives revenue from the provision of other transactional services to clients such as revenue generated from the provision of servicing after business close or during travel disruption. Such other transactional travel revenue is also generally allocated to and recognized in the period when the travel transaction is processed. Consideration Payable to Clients and Client Incentives : As part of the arrangements with business clients, the Company may be contractually obligated to share with them the commissions collected from travel suppliers that are directly attributable to the Company’s business with the business clients. Additionally, in certain contractual agreements with its clients, the Company promises consideration to them in the form of credits or upfront payments. The Company capitalizes such consideration payments to its clients and recognizes it ratably over the period of contract, as a reduction of revenue, as the revenue is recognized, unless the payment is in exchange for a distinct good or service that the business clients transfer to the Company. The capitalized upfront payments are reviewed for recoverability and impairment based on future forecasted revenues, and are included within other non-current assets or liabilities, net, on the Company’s consolidated balance sheets. Supplier Fees Base Commissions and Incentives : Certain of the Company’s travel suppliers (e.g., airlines, hotels, car rental companies, and rail carriers) pay commissions and/or fees on tickets issued, sales and other services provided by the Company based on contractual agreements to promote or distribute the travel supplier content. Commissions and fees from travel suppliers are generally recognized (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 : The Company receives incentives from air travel suppliers for flown incremental bookings above minimum targeted thresholds established under the contract. The Company estimates such incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as the consideration is variable and determined by meeting volume targets. The Company allocates the variable consideration to the flown bookings during the incentive period, which is generally determined by the airlines to be a single fiscal quarter, and recognizes that amount as the related performance obligations are satisfied, to the extent that it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. GDS Revenues : In certain transactions, the GDS provider receives commission revenues from travel suppliers in exchange for distributing its content and distributes a portion of these commissions to the Company as an incentive for the Company to utilize its platform. Therefore, the Company views payments from the providers of the GDS as commissions from travel suppliers and recognize these commissions in revenue as travel bookings are made through the GDS platform. Products and Professional Services Revenues Management Fees : The Company receives management fees from business clients for travel management services. The Company’s obligation to the client is to stand ready to provide service over the contractual term. The performance obligation under these contracts are typically satisfied over time as the clients benefit from these services as they are performed. Management fees are recognized ratably over the contract term as the performance obligation is satisfied on a stand-ready basis over the contract period. Product Revenues : Revenue from provision of travel management tools to business clients to manage their travel programs are recognized ratably over the contract term as the performance obligation is satisfied over the contract period over which the travel-related products are made available to the clients. Consulting and Meeting and Events Revenues : The Company receives fees from consulting and meetings and events planning services that are recognized over the contract term as the promised services are delivered by the Company’s personnel. Other Revenues : Fees from Network Partners are recognized in proportion to sales as sales occur over the contract term, as the performance obligation is satisfied. 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, (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 and Other Exit Charges Restructuring and other exit charges consist primarily of costs associated with employee severances and contract exit 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 and contract termination costs are presented as restructuring charges in the consolidated statement of operations. Restructuring accruals are recorded within restructuring and other exit charges in the consolidated statements of operations and the restructuring liability is included within accrued expenses and other current liabilities in the consolidated balance sheets. 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 $5 million, $6 million and $2 million for the years ended December 31, 2023, 2022 and 2021, respectively. Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of equity awards to employees and non-employee directors of the Company who perform services for the Company. The a |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 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) 2023 2022 2021 Travel revenue $ 1,827 $ 1,444 $ 446 Products and professional services revenue 463 407 317 Total revenue $ 2,290 $ 1,851 $ 763 Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. The Company evaluates collectability of accounts receivable based on a combination of factors and records expected credit losses as described further in note 5 - Allowances for Expected Credit Losses . 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 liabilities (in $ millions) Accounts receivable, net Client Deferred Balance as of December 31, 2023 $ 725 $ 9 $ 19 Balance as of December 31, 2022 $ 752 $ 19 $ 19 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, 2023, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $16 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2022. Remaining Performance Obligations The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected contract term of one year or less. The Company did not have any material transaction price allocated to performance obligations under the contracts over one year that remain unsatisfied as at December 31, 2023. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As discussed in note 1 – Business Description and Basis of Presentation , GBTG, a Delaware corporation and U.S. tax resident, entered into a series of transactions that eliminated the Up-C Structure on July 10, 2023, and resulted in GBTG acquiring full economic ownership of GBT JerseyCo. GBT JerseyCo’s U.S. tax partnership status was terminated as a result of the Corporate Simplification, and it is now classified as a single member LLC. Prior to the Corporate Simplification, GBTG owned approximately 16% of GBT JerseyCo and, as a U.S. tax resident shareholder, recognized certain deferred tax assets and liabilities in respect of its proportionate interest in GBT JerseyCo. As a direct result of the Corporate Simplification, 100% of GBT JerseyCo's deferred tax assets and liabilities now flow through to GBTG, in proportion to its increased economic ownership of GBT JerseyCo. These deferred tax items relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S. taxes on branch income which will bear reduced foreign tax credits until the foreign branches NOL carryforwards, which will shield local taxation, but not U.S. taxation, are fully utilized. The net deferred tax impact of the increased ownership and the partnership termination is estimated as a net deferred tax liability of $76 million with a corresponding charge against equity as the entire amount arose as a direct consequence of the Corporate Simplification. The Company expects to finalize the tax impact in the first half of fiscal year 2024 when the partnership's final tax return is completed. 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 the 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) 2023 2022 2021 U.S. $ (37) $ (129) $ (32) U.K. (57) (95) (441) Other (51) (63) (180) Loss before income taxes and share of losses from equity method investments $ (145) $ (287) $ (653) The components of benefit from income taxes consist of the following: Year ended December 31, (in $ millions) 2023 2022 2021 Current taxes: U.S. $ (14) $ — $ 4 U.K. — (1) 1 Other (7) (3) 3 Current income tax (expense) benefit (21) (4) 8 Deferred taxes: U.S. 34 35 22 U.K. — 28 132 Other (4) 2 24 Deferred tax benefit 30 65 178 Benefit from income taxes $ 9 $ 61 $ 186 The table below sets forth a reconciliation of the U.S. statutory tax rate of 21% for the years ended December 31, 2023 and 2022 and the U.K. statutory tax rate of 19% for the year ended December 31, 2021 to the Company’s effective income tax rate for the respective years. Year ended December 31, (in $ millions, except percentages) 2023 2022 2021 Statutory tax rate 21.00% 21.00% 19.00% Tax benefit at statutory tax rate $ 31 $ 60 $ 124 Changes in taxes resulting from: Impact of Up-C structure/ Foreign branch accounting 7 (4) — Income not subject to tax 4 4 — Expenses not deductible for tax (10) (16) (14) Minimum taxes (4) — — Local, state, and withholding taxes (5) 7 2 Change in valuation allowance (17) (11) (17) Change in enacted tax rates — — 35 Rate differential in the United Kingdom — 6 24 Foreign tax rate differential 3 1 14 Return to provision adjustment 1 13 11 Tax settlement and uncertain tax positions — 3 6 Other (1) (2) 1 Benefit from income taxes $ 9 $ 61 $ 186 Effective tax rate 6.32% 21.26% 28.39% The Company’s effective tax rate for the year ended December 31, 2023 was 6% and was lower than the statutory rate of 21% primarily due to changes in valuation allowances and expenses not deductible for taxes. The Company’s effective tax rate for the years ended December 31, 2022 was broadly inline with respective statutory tax rate. The effective tax rate during the year ended December 31, 2021 increased 9% compared to the statutory tax rate primarily due to the change in U.K.’s enacted tax rates from 19% to 25%, in the second quarter of 2021, and which became 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) 2023 2022 Deferred tax assets: Outside basis investment in partnership $ — $ 25 Net operating loss carryforwards 396 392 Pension liability 79 38 Interest expense deduction restriction 61 45 Operating lease liabilities 25 20 Stock compensation 28 15 Property and equipment 17 12 Accrued liabilities 26 12 Goodwill 180 117 Other intangible assets 70 — Other 3 8 Valuation allowance (146) (124) Deferred tax assets 739 560 Netted against deferred tax liabilities (458) (227) Deferred tax assets as presented in the consolidated balance sheets $ 281 $ 333 Deferred tax liabilities: Foregone foreign branch/partnership deferred tax credits $ (299) $ (43) Other intangible assets (136) (175) Operating lease ROU assets (18) (15) Property and equipment (1) (10) Goodwill (4) (4) Other (5) (4) Deferred tax liabilities (463) (251) Netted against deferred tax assets 458 227 Deferred tax liabilities as presented in the consolidated balance sheets $ (5) $ (24) As a result of the Business Combination in May 2022, GBTG 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 NOLs i.e. “Foregone partnership deferred tax credits”. The termination of the partnership for U.S. federal income tax purposes impacted the following deferred tax items: (i) the $25 million deferred tax asset held by GBTG related to the difference in its equity method investment in GBT JerseyCo and its U.S. tax basis in that investment was no longer required to be recognized, (ii) deferred tax assets with a 15-year tax recovery life relating to goodwill and other intangible assets were recognized in respect of GBTG’s inheritance of outside basis differences of its former partners in GBT JerseyCo with the total amount remaining as of December 31, 2023 of $155 million and (iii) the deferred tax liability, with the total amount as of December 31, 2023 of $299 million, on GBTG’s share of the future profits of GBT JerseyCo consolidated results that would not be shielded by foreign tax credits because of GBT JerseyCo’s NOLs i.e. “Foregone foreign branch/partnership deferred tax credits” increased in proportion to its new economic ownership of 100%, along with the respective deferred tax balances on its foreign branches. During the year ended December 31, 2022, 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 9 – 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, 2023, and 2022 , respectively, have been provided on these earnings. The Company has net operating loss (“NOL”) carryforwards related to its global operations of approximately $1,968 million, of which $1,916 million have an indefinite life. The remaining NOL carryforwards will expire as follows: (in $ millions) Amount 2024-2028 $ 22 2029-2033 21 2034-2043 9 As of December 31, 2023 and 2022 , the Company had valuation allowance on its deferred tax assets of $146 million and $124 million, respectively, that is related primarily to unrealized NOLs. As of December 31, 2023, 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. 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 does not expect a material impact from the implementation of this legislation but continues to monitor and assess any future impacts. As of December 31, 2023 and 2022, the Company has accrued for a tax liability of $11 million and $4 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) 2023 2022 2021 Balance, beginning of the year $ 4 $ 7 $ 9 Increases to tax positions related to acquisitions — — 4 Increases to tax positions related to the current year 8 1 — Decrease in tax positions related to prior years (1) — (6) Release due to expiry of statute of limitations — (4) — Balance, end of the year $ 11 $ 4 $ 7 There were no settlements of uncertain tax position liability during any of the years presented. As of December 31, 2023, 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, 2023, 2022 and 2021, and there was no material interest and/or penalties accrued as of December 31, 2023 and 2022. The Company is subject to taxation in various countries in which the Company operates. As of December 31, 2023, tax years for 2015 through 2023 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. |
Allowances for Expected Credit
Allowances for Expected Credit Losses | 12 Months Ended |
Dec. 31, 2023 | |
Allowance for Credit Loss [Abstract] | |
Allowances for Expected Credit Losses | Allowances for Expected Credit Losses The Company adopted the guidance on allowance for credit losses in ASC 326 – Financial Instruments - Credit Losses , (“ASC 326”) for the measurement of credit losses for its financial assets, mainly the accounts receivable, on January 1, 2022. Under this standard, the previous “incurred loss” approach is replaced with an “expected loss” model for financial instruments measured at amortized cost. The adoption of this standard resulted in a $4 million increase in the allowance for credit losses, partially offset by a $1 million decrease in deferred tax liabilities with a corresponding increase of $3 million in the Company’s opening accumulated deficit as of January 1, 2022. The movement in Company’s allowance for credit losses for the years ended December 31, 2023 and 2022, is set out below: (in $ millions) Amount Balance as of December 31, 2021 $ 4 Cumulative effect of adjustment upon adoption of ASC 326 4 Provision for expected credit losses during the year 19 Write-offs (4) Balance as of December 31, 2022 $ 23 Provision for expected credit losses during the year 9 Write-offs (22) Foreign exchange 2 Balance as of December 31, 2023 $ 12 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: As of December 31, (in $ millions) 2023 2022 Prepaid technology costs $ 36 $ 30 Prepaid travel expenses 13 13 Income tax receivable 12 26 Value added and similar taxes receivables 10 11 Other prepayments and receivables 45 50 Prepaid expenses and other current assets $ 116 $ 130 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consist of: As of December 31, (in $ millions) 2023 2022 Capitalized software for internal use $ 452 $ 365 Computer equipment 66 71 Leasehold improvements 62 49 Furniture, fixtures and other equipment 9 5 Capital projects in progress 1 5 590 495 Less: accumulated depreciation and amortization (358) (277) Property and equipment, net $ 232 $ 218 As of December 31, 2023 and 2022, the Company had capital lease assets of $11 million and $6 million, respectively, with accumulated depreciation of $5 million and $3 million, respectively, included within computer equipment and furniture, fixtures and equipment. Depreciation and amortization expense for the years ended December 31, 2023, 2022 and 2021 was $104 million, $89 million and $86 million, respectively. Depreciation and amortization include $71 million, $62 million and $52 million of amortization related to capitalized software for internal use for the years ended December 31, 2023, 2022 and 2021, respectively. |
Reverse Recapitalization
Reverse Recapitalization | 12 Months Ended |
Dec. 31, 2023 | |
Reverse Recapitalization | |
Reverse Recapitalization | 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 served as the operating partnership as part of an Up-C structure. The Up-C structure was, however, terminated in July 2023 (see note 1- Business Description and Basis of Presentation ). 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 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. GBT JerseyCo 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 held all of the GBT JerseyCo A Ordinary Shares – which carry both voting and economic interest rights. The Continuing JerseyCo Owners held all of the GBT JerseyCo B Ordinary Shares – which carry no voting rights, but only economic rights. • The Continuing JerseyCo Owners held Class B Common Stock, in equal number as their shares in GBT JerseyCo, which carried 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 was equal in number to the number of GBT JerseyCo A Ordinary Shares, was held by public and the PIPE Investors. • GBT JerseyCo's stock options were converted into GBTG's stock 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 stock options were cancelled and/or exercised and new RSUs granted to the participants under an exchange offer. • The Continuing JerseyCo Owners and holders of GBT JerseyCo’s stock options were granted C ordinary shares of GBT JerseyCo that have no voting or economic interest and would have originally converted either to (i) Class B Common Stock and GBT JerseyCo’s B Ordinary Shares (for Continuing JerseyCo Owners) or (ii) Class A Common Stock (for GBT JerseyCo’s stock option holders) upon Class A Common Stock meeting certain price thresholds over a certain period of time. Following Corporate Simplification transaction in July 2023, the C ordinary shares are now convertible to shares of Class A Common Stock. Further, certain of Class A Common Stock are subject to forfeitures and surrender/cancellations for no consideration if the 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 shares of Class A Common Stock (see note 19 – 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 (as subsequently amended from time to time, the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their GBT JerseyCo B Ordinary Shares for shares of Class A Common Stock on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. The Exchange Agreement also provided 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 Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of Class A Common Stock (a “direct exchange”). In a separate transaction 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 and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation ). 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 that were outstanding. The number of shares of Class B Common Stock outstanding corresponded to the number of GBT JerseyCo B Ordinary Shares held by Continuing JerseyCo Owners which represented the non-controlling ownership interests in the Company. Concurrently with the closing of the Business Combination Agreement, the Company entered into certain other related agreements which are discussed further in note 22 – Shareholders’ Equity and note 26 – Related Party Transactions . |
Business Acquisitions
Business Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Business Acquisitions | Business Acquisitions There was no business acquisition during the years ended December 31, 2023 and 2022. During 2021, the Company made two business acquisitions as discussed below: 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. Further, the Company incurred $3 million in acquisition related costs which was expensed as incurred. 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 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, 2021, 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. Acquisition of Egencia On November 1, 2021, the Company completed its acquisition of Egencia 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. 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. Furthermore, 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 Company incurred $15 million in acquisition related costs which were expensed in the period as incurred and is included in general and administrative expenses in the Company’s consolidated statements of operations, with $13 million recognized during the year ended December 31, 2021. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the years ended December 31, 2023 and 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments (118) Currency translation adjustments (52) Balance as of December 31, 2022 1,188 Currency translation adjustments 24 Balance as of December 31, 2023 $ 1,212 There were no goodwill impairment losses recorded for the years ended December 31, 2023, 2022 and 2021 and there are no accumulated goodwill impairment losses as of December 31, 2023. The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Cost Accumulated amortization Net Cost Accumulated amortization Net (in $ millions) Trademarks/trade names $ 114 $ (73) $ 41 $ 116 $ (69) $ 47 Business client relationships 801 (305) 496 788 (240) 548 Supplier relationship 254 (239) 15 253 (213) 40 Travel partner network 4 (4) — 4 (3) 1 Other intangible assets, net $ 1,173 $ (621) $ 552 $ 1,161 $ (525) $ 636 Amortization expense relating to definite-lived intangible assets was $90 million, $93 million and $67 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, 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 2024 $ 71 2025 50 2026 49 2027 48 2028 48 Thereafter 286 Total $ 552 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases The Company has operating leases in various countries primarily for office facilities and finance leases primarily for information technology equipment and vehicles. As of December 31, 2023, 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, 2023, 2022 and 2021 was $31 million, $26 million and $28 million, respectively. Short term lease cost is $5 million, $5 million and $2 million for the years ended December 31, 2023, 2022 and 2021, respectively. 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 $2 million, $1 million and $2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The following table sets out supplemental cash flow information related to leases for the years ended December 31, 2023, 2022 and 2021: Year ended December 31, (in $ millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 30 $ 30 Cash used in financing activities related to finance leases $ 2 $ 2 $ 2 ROU assets obtained in exchange for lease obligations: Operating lease $ 10 $ 21 $ 9 Finance lease $ 2 $ 1 $ — Additions to ROU assets on account of business acquisitions Operating lease $ — $ — $ 20 The following table sets out supplemental other information related to leases: 2023 2022 2021 Weighted average remaining lease term: Operating leases 5.9 years 6.2 years 5.4 years Finance leases 2.3 years 1.2 years 1.7 years Weighted average discount rate: Operating lease 9.03 % 8.42 % 7.15 % Finance lease 9.66 % 5.08 % 3.56 % During the year ended December 31, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. The Company applied lease reassessment and modification guidance and evaluated the ROU assets for potential impairment. Where the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company accelerates the amortization of operating lease ROU asset and related leasehold improvements at those premises. Accelerated amortization is recognized from the date that the Company approves the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date. The accelerated amortization of operating lease ROU asset is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations. Accelerated amortization of any related leasehold improvements is recorded as a component of depreciation and amortization in the Company’s consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date. For the year ended December 31, 2023, the Company recorded $7 million as accelerated amortization of operating lease ROU asset. There was no impairment or accelerated amortization of operating lease ROU asset recorded during the year ended December 31, 2022 and an impairment of $1 million of operating lease ROU asset that was recorded during the year ended December 31, 2021. The following table sets out the undiscounted future payments for operating lease liabilities as of December 31, 2023. For the undiscounted future payments for finance lease liabilities see note 15 - Long-term Debt . (in $ millions) Amount 2024 $ 23 2025 18 2026 14 2027 10 2028 6 Thereafter 24 Total 95 Less: Interest cost included (23) Total lease liabilities 72 Less: Current portion of lease liabilities (17) Long-term portion of lease liabilities $ 55 |
Leases | Leases The Company has operating leases in various countries primarily for office facilities and finance leases primarily for information technology equipment and vehicles. As of December 31, 2023, 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, 2023, 2022 and 2021 was $31 million, $26 million and $28 million, respectively. Short term lease cost is $5 million, $5 million and $2 million for the years ended December 31, 2023, 2022 and 2021, respectively. 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 $2 million, $1 million and $2 million for the years ended December 31, 2023, 2022, and 2021, respectively. The following table sets out supplemental cash flow information related to leases for the years ended December 31, 2023, 2022 and 2021: Year ended December 31, (in $ millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 30 $ 30 Cash used in financing activities related to finance leases $ 2 $ 2 $ 2 ROU assets obtained in exchange for lease obligations: Operating lease $ 10 $ 21 $ 9 Finance lease $ 2 $ 1 $ — Additions to ROU assets on account of business acquisitions Operating lease $ — $ — $ 20 The following table sets out supplemental other information related to leases: 2023 2022 2021 Weighted average remaining lease term: Operating leases 5.9 years 6.2 years 5.4 years Finance leases 2.3 years 1.2 years 1.7 years Weighted average discount rate: Operating lease 9.03 % 8.42 % 7.15 % Finance lease 9.66 % 5.08 % 3.56 % During the year ended December 31, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. The Company applied lease reassessment and modification guidance and evaluated the ROU assets for potential impairment. Where the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company accelerates the amortization of operating lease ROU asset and related leasehold improvements at those premises. Accelerated amortization is recognized from the date that the Company approves the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date. The accelerated amortization of operating lease ROU asset is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations. Accelerated amortization of any related leasehold improvements is recorded as a component of depreciation and amortization in the Company’s consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date. For the year ended December 31, 2023, the Company recorded $7 million as accelerated amortization of operating lease ROU asset. There was no impairment or accelerated amortization of operating lease ROU asset recorded during the year ended December 31, 2022 and an impairment of $1 million of operating lease ROU asset that was recorded during the year ended December 31, 2021. The following table sets out the undiscounted future payments for operating lease liabilities as of December 31, 2023. For the undiscounted future payments for finance lease liabilities see note 15 - Long-term Debt . (in $ millions) Amount 2024 $ 23 2025 18 2026 14 2027 10 2028 6 Thereafter 24 Total 95 Less: Interest cost included (23) Total lease liabilities 72 Less: Current portion of lease liabilities (17) Long-term portion of lease liabilities $ 55 |
Other Non-Current Assets
Other Non-Current Assets | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Other Non-Current Assets | Other Non-Current Assets Other non-current assets consist of: As of December 31, (in $ millions) 2023 2022 Cloud computing arrangements $ 24 $ 11 Restricted cash 13 13 Derivative asset 7 10 Other assets 6 13 Other non-current assets $ 50 $ 47 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: As of December 31, (in $ millions) 2023 2022 Accrued payroll and related costs $ 184 $ 196 Accrued operating expenses 160 147 Client deposits 53 56 Accrued restructuring costs ( see note 14 ) 30 11 Deferred revenue 19 19 Value added and similar taxes payable 12 9 Other payables 8 14 Accrued expenses and other current liabilities $ 466 $ 452 |
Restructuring, Exit and Related
Restructuring, Exit and Related Charges | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Exit and Related Charges | Restructuring, Exit and Related Charges Employee Severance Costs On January 24, 2023, the Company announced changes to its internal operating model. The Company has fully accrued for the costs of approximately $35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions are substantially completed as at December 31, 2023. From time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency. During the year ended December 31, 2023, the Company decided to exit from certain operations and / or regions and, as a result, has incurred costs mainly related to employee severance of $4 million which is included within restructuring charges in the consolidated statement of operations. Facilities Consolidation and Rationalization During the year ended December 31, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. See note 11 - Leases for further discussion. The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the years ended December 31, 2023, 2022 and 2021: (in $ millions) Employee Related Facility - Non-Lease Related Facility - Lease Related Total Balance as of December 31, 2020 $ 94 $ 3 $ — $ 97 Accruals 13 — 1 14 Acquired on acquisition 30 — — 30 Reclassification (4) 4 — — Non-cash — — (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 Accruals 39 3 10 52 Non-cash — — (10) (10) Cash settled (21) (2) — (23) Balance as of December 31, 2023 $ 26 $ 4 $ — $ 30 |
Long-term Debt
Long-term Debt | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-term Debt | Long-term Debt The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2023 2022 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) $ 237 $ 239 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) 1,000 1,000 Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) 135 — Principal amount of senior secured revolving credit facility (Maturity – September 2026) — — Other borrowings 6 — 1,378 1,239 Less: Unamortized debt discount and debt issuance costs (16) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,362 1,222 Less: Current portion of long-term debt (7) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,355 $ 1,219 The Company’s senior secured credit agreement, dated as of August 13, 2018, is comprised of (i) a principal amount of $250 million senior secured initial term loan facility for general corporate purposes, fully drawn on the closing date, 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. As of December 31, 2023 and 2022, (i) interest on initial term loans was based on synthetic LIBOR plus 2.50% and LIBOR plus 2.50%, respectively, and (ii) interest on the revolving credit facility was based on SOFR + 0.10% or "Adjusted SOFR" plus 5.50% (with Adjusted SOFR floor of 1%) and LIBOR plus 2.25%, respectively. 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. 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. During the year ended December 31, 2021, $50 million of principal amount of loans were borrowed under the senior secured tranche B-2 term loan facility in each of the first three quarters of 2021 (aggregate of $150 million during such year). On December 2, 2021, GBT Group Services B.V., a wholly-owned subsidiary of GBTG (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 (subject to a 1.00% LIBOR floor) or the “base rate” (as defined in the senior secured credit agreement), plus an applicable margin. 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. Further, 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. On January 25, 2023, the senior secured credit agreement was amended to provide for additional term loans, for general corporate purposes, in an aggregate principal amount equal to $135 million (the “tranche B-4 term loans”). The tranche B-4 term loans have substantially the same terms as the existing loans under the senior secured credit agreement’s tranche B-3 term loan facility. The tranche B-4 term loans (i) mature on December 16, 2026, (ii) are issued at a discount of approximately 3%, and (iii) are to be repaid in full on the maturity date. The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities. The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility accrue interest at a variable interest rate based on Adjusted 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 Adjusted SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. Adjusted SOFR floor of 1.00% applies to the tranche B-4 term loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility. As of December 31, 2023 and 2022, interest on tranche B-3 term loans was based on Adjusted SOFR plus 6.00% (with Adjusted SOFR floor of 1%) and LIBOR plus 6.50% (with a LIBOR floor of 1%), respectively. As of December 31, 2023, interest on tranche B-4 term loans was based on Adjusted SOFR plus 6.00% (with Adjusted SOFR floor of 1%). The above amendment also extended the maturity of the senior secured revolving credit facility from August 2023 to September 2026, subject to a springing maturity provision. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. During each of the years ended December 31, 2023, 2022 and 2021, the Company repaid the contractual quarterly installment of $3 million of the principal amount of senior secured initial term loans. At the option of 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/SOFR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT UK TopCo Limited, a wholly-owned indirect subsidiary of GBTG (or a parent entity thereof). The Company has determined that for the year ended December 31, 2023, it is neither required to make an excess cash flow payment in 2024 nor any payment is required under the mandatory prepayment clauses of the senior secured credit agreement. 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. 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 December 31, 2023, the Company had utilized $7 million for letters of credit and had the balance of $43 million that remained undrawn under the senior secured revolving credit facility. As of December 31, 2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility. Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the years ended December 31, 2023, 2022 and 2021 was approximately 11.5%, 8.2%, and 7.0%. Other borrowings primarily relate to finance leases and equipment sale and lease back transaction. 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. 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 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 as of December 31, 2023. As of December 31, 2023, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement. Events of Default The senior secured credit agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the senior secured credit agreement or other enforcement actions customary for facilities of this type. As of December 31, 2023, no event of default existed under the senior secured credit agreement. Amortization of Debt Discount and Debt Issuance Costs 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) 2023 2022 2021 Beginning balance $ 17 $ 19 $ 19 Capitalized during the year 5 3 18 Amortized/written-off during the year (6) (5) (18) Closing balance $ 16 $ 17 $ 19 During the year ended December 31, 2021, the Company wrote-off $13 million of unamortized debt discount and debt issuance costs 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, 2023 are as follows: (in $ millions) Term Loans Other Borrowings Total Year ending December 31, 2024 $ 3 $ 4 $ 7 2025 234 2 236 2026 1,135 — 1,135 1,372 6 1,378 Less: Unamortized debt discount and debt issuance costs (16) — (16) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,356 $ 6 $ 1,362 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 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, $31 million and $20 million for the years ended December 31, 2023, 2022 and 2021, respectively. The increase in defined contribution costs in 2022 was 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, 2023 and 2022, the aggregate projected benefit obligations of these plans were $631 million and $570 million, respectively, and the aggregate accumulated benefit obligation of these plans were $614 million and $556 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, 2023 and 2022 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) 2023 2022 Changes in benefit obligation: Benefit obligation, beginning of year $ 570 $ 1,001 Service cost 4 5 Interest cost 26 16 Plan participants’ contribution 1 1 Actuarial loss (gain), net 24 (339) Benefit paid (20) (18) Curtailments and settlements (5) (3) Expenses paid from assets (1) (1) Currency translation adjustment 32 (92) Benefit obligation, end of year $ 631 $ 570 Change in fair value of plan assets: Fair value of plan assets, beginning of year $ 425 $ 670 Employer contributions 29 32 Plan participants’ contributions 1 1 Benefits paid (20) (18) Actual return on plan assets (2) (194) Expenses paid from assets (1) (1) Plan settlements (5) (3) Currency translation adjustments 25 (62) Fair value of plan assets, end of year $ 452 $ 425 Unfunded status $ 179 $ 145 The actuarial loss/(gain), net, of $24 million and $(339) million for the years ended December 31, 2023 and 2022, respectively, is primarily attributable to changes 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 cost (benefit) is as follows: As of December 31, (in $ millions) 2023 2022 Unrecognized net actuarial loss $ 67 $ 20 Unrecognized prior service cost 2 2 Total 69 22 Deferred taxes (6) 5 Amounts recognized in accumulated other comprehensive loss $ 63 $ 27 The following table provides the components of net periodic pension cost (benefit) for the years ended December 31, 2023, 2022 and 2021: Year ended December 31, (in $ millions) 2023 2022 2021 Service cost $ 4 $ 5 $ 6 Interest cost 26 16 13 Expected return on plan assets (20) (26) (25) Amortization of actuarial (gain) loss (2) 2 4 Curtailments and settlements 1 — (1) Net periodic pension cost (benefit) $ 9 $ (3) $ (3) The weighted average assumptions used to determine the net periodic pension cost (benefit) and projected benefit obligation were as follows: Year ended December 31, 2023 2022 2021 Net periodic pension cost (benefit): Interest cost discount rate 4.5 % 1.7 % 1.2 % Expected long-term return on plan assets 4.9 % 4.5 % 4.4 % Rate of compensation increase 2.8 % 3.1 % 2.6 % Projected benefit obligation: Discount rate 4.2 % 4.5 % 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 fund pension payment 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. For U.K. plan, diversification is provided by using an asset allocation primarily between matching assets / liability-driven investments, or LDIs (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 is the largest of the Company's total consolidated defined benefit plans. Its trustees determine the investment strategy for the plan’s assets which is set with the objective of ensuring that the plan has sufficient assets to meet its obligations to pensioners. The trustees use a funding valuation methodology for their decision making with the help of external advisors. The asset allocation determined by the trustees consists of a number of LDIs and growth return-seeking assets. The return-seeking assets seek to narrow the deficit existing between value of assets and liabilities; the LDIs seek to have the asset portfolio match movements in the value of liabilities, to help reduce the risk of the funding deficit increasing. The U.K. scheme is currently approximately 70% hedged (meaning any change in valuation of liabilities due to interest rate or inflation expectations is hedged up to approximately 70% by the change in the fair value of assets). To meet the current objective of hedging the risk of movement in liability, the scheme trustees have determined target allocation of 44% of scheme assets to LDIs and 56% to 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 allocations. The table below sets out the fair value of pension plan assets as of December 31, 2023: As of December 31, 2023 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 154 $ — $ 154 Return-seeking assets Equity funds — 32 51 83 Debt funds — 30 6 36 Real estate funds — 41 22 63 Other — 14 39 53 Cash and cash equivalents 14 — — 14 $ 14 $ 271 $ 118 403 Other investments measured at NAV 49 Total fair value of plan assets $ 452 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 Equity, debt and real estate 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. Assets measured at NAV include investments in commingled funds that are comprised of equity and real estate investments. These commingled funds are not publicly traded, and therefore no publicly quoted market price is readily available. These are closed-ended funds without a redemption option. 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. 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, tax laws or as per the contribution plan agreed with the trustees, 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 $29 million in contributions to its defined benefit pension plans in 2024. The Company expects the defined benefit pension plans to make the following estimated future benefit payments: (in $ millions) Amount 2024 $ 22 2025 24 2026 24 2027 25 2028 26 2029-2033 154 |
Other non-current liabilities
Other non-current liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Other Liabilities, Noncurrent [Abstract] | |
Other non-current liabilities | 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 $9 million and $19 million as of December 31, 2023 and 2022, respectively. Asset retirement obligations are mainly associated with closure, reclamation and removal costs for leasehold premises. The Company’s asset retirement obligations were approximately $14 million and $18 million as of December 31, 2023 and 2022, 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, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2023, the Company had approximately $239 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $101 million relates to the year ending December 31, 2024. 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 $25 million as of December 31, 2023. 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, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | Warrants 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 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 Common Stock in exchange for each warrant tendered. GBTG issued 10,444,363 shares of 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 Common Stock at an exchange ratio of 0.2475 shares of 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 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 shares of Common Stock, the warrant liability of $59 million was extinguished and the amount credited to additional paid in capital. |
Earnout Derivative Liabilities
Earnout Derivative Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Earnout Shares | |
Earnout Derivative Liabilities | Earnout Derivative Liabilities As part of the reverse recapitalization transaction, certain stockholders and employees are entitled to additional consideration in the form of approximately 15 million earnout shares of Common Stock to be issued when the price of the Common Stock achieves certain milestones within specified periods. These shares will be issued in tranches based on the following conditions: (1) If the volume-weighted average share price (“VWAP”) of 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 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 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 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. Further, in connection with the Business Combination Agreement, approximately 8 million shares of Common Stock issued to APSG Sponsor, L.P. ("Sponsor Shares"), were deemed unvested and, in order to be considered as vested, were subject to similar triggering events of market share price thresholds as mentioned above (see note 22 - Shareholders' Equity ). These shares are accounted for as earnout shares. 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 also linked to the vesting conditions of the GBTG stock options. As a result, the Company accounted for such earnout shares as stock-based compensation under ASC 718, Compensation - Stock Compensation (“ASC 718”), and recognized stock compensation expense of $0 and $2 million during the years ended December 31, 2023 and 2022 in its consolidated statement of operations. The earnout shares to stockholders are accounted under Accounting Standard Codification 815, “ Derivatives and Hedging ” (“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 is adjusted to its fair value, with the change in fair value recognized in the Company’s consolidated statements of operations. The fair value of the earnout shares is estimated using the Monte Carlo simulation of the stock prices based on its historical and implied market volatility along with that of a peer group of companies (see note 25 – Fair Value Measurements ). As of December 31, 2023, the fair value of the earnout shares liability was $77 million. The Company recognized a gain on the fair value change in earnout shares liability of $13 million and $10 million in its consolidated statement of operations for the years ended December 31, 2023 and December 31, 2022, respectively. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 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 Legacy MIP Options”) that were outstanding at the closing of the Business Combination, whether vested or unvested, were converted into options to purchase shares of Common Stock under the terms and conditions of the GBTG MIP ("GBTG Options"). The outstanding GBT Legacy 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 Legacy MIP Options was accordingly adjusted. Generally, the vesting and forfeiture terms of the GBTG Options continued to be the same as provided under the Legacy GBT MIP under which they were granted. Under the GBTG MIP, all unexercised GBTG 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 Options generally vest ratably in annual installments over a three In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding GBTG Options for restricted share units (“RSUs”) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as set out in the exchange offer. The exchange offer also required mandatory exercise of in-the-money stock options granted prior to December 1, 2021, by individuals who participated in the exchange offer. The exchange offer expired on January 26, 2023. Pursuant to the terms of exchange offer: • 10,088,754 stock options were cancelled, • 2,699,885 stock options were automatically exercised on a cashless basis and • 4,817,144 RSUs were granted under the 2022 Plan. The RSUs generally vest one-third on each of the first three anniversaries of the grant date, subject to continued employment by the participant through the applicable vesting date and are subject to such other terms and conditions as set forth in the applicable RSU award agreement. Simultaneously with the closing of the exchange offer, certain individuals who were ineligible to participate in the exchange offer exercised an aggregate of 2,059,984 stock options and were granted an aggregate amount of 1,344,935 RSUs under the 2022 Plan as approved by the compensation committee. The table below presents the activity of the Company's stock options for the year ended December 31, 2023: Number of stock options Weighted average exercise price per stock option Weighted average remaining contractual term (in years) Aggregate intrinsic value (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66 Cancelled pursuant to exchange offer (10,088,754) $ 10.36 Exercised (5,303,488) $ 6.17 Expired (1,262,415) $ 7.87 Forfeited (153,113) $ 13.68 Balance as of December 31, 2023 19,589,907 $ 6.99 Exercisable as of December 31, 2023 18,419,155 $ 6.78 2.8 $ 6 Expected to vest as of December 31, 2023 1,170,752 $ 10.27 7.8 — The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were executed on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million and is reflected as a financing activity within the consolidated statements of cash flows. The fair value of GBTG Options is determined utilizing Black-Scholes model. There were no stock options granted in 2023 or 2022. The weighted average grant-date fair value of the GBTG 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 — 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 did not intend to pay any dividends. 2022 Equity Incentive Plan In May 2022, GBTG stockholders approved the 2022 Plan under which, a maximum of 47,870,291 shares of 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, 2023, the Company granted 19 million RSUs (including RSUs granted as part of the stock option exchange offer discussed above) under the 2022 Plan to certain of its key employees and directors (who are deemed as employees of the Company solely for purposes of stock compensation accounting). The RSUs generally vest one-third annually or on such dates as determined under the award agreement and have a vesting period of 12 months to 36 months from the grant date. The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. The RSUs do not accrue dividends or dividend equivalent right associated with the underlying stock. The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2023: (in $ millions) Number of Weighted Balance as of December 31, 2022 11,288,745 $ 7.56 Granted 18,891,566 $ 6.63 Forfeited (1,411,191) $ 7.25 Vested (4,333,796) $ 7.58 Balance as of December 31, 2023 24,435,324 $ 6.86 The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 1,624,893 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the closing stock price of the Common Stock. Total payment for the employees’ tax obligations to taxing authorities was $12 million and is reflected as a financing activity within the consolidated statements of cash flows. The fair value of RSUs is determined to be the market price of Common Stock at the date of grant. There were no RSUs granted in 2021. The weighted average grant-date fair value of the RSUs granted in 2022 was $7.56 per RSU. Earnout Shares During 2022, in connection with the Business Combination, the Company granted certain earnout shares to its employees (see note 20 – Earnout Derivative Liabilities ). The earnout shares granted to employees are linked to the original vesting conditions of stock options granted prior to December 2021. As a result, the Company accounted for such earnout shares as stock-based compensation expense. See note 25 – Fair Value Measurements for discussion on the fair value of earnout shares granted to employees. 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 Common Stock (the “ Initial ESPP Reserve”) are initially available for purchase under the ESPP. The ESPP allows eligible employees to purchase shares of Common Stock through payroll deductions of up to 15% of their eligible compensation. Under the ESPP, there are two six-month offering periods - from February 15 through August 14 and August 15 through February 14 of each year. The price of the Common Stock purchased under the ESPP is 85% of the fair market value of Common Stock on the end date of each six-month offering period. On January 1 of each year during which the ESPP is in effect, the number of shares of Common Stock available for purchase under the ESPP will be automatically increased by the lesser of (x) the Initial ESPP Reserve, (y) 1% of the number of shares of all classes of common stock outstanding as of the immediately preceding December 31 (calculated on a fully diluted basis) and (z) such lesser number of shares as the GBTG board may determine. As of December 31, 2023, there were 10.3 million shares available for issuance under the ESPP. During the year ended December 31, 2023, 775,338 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, 2023, 2022 and 2021 amount to $75 million, $39 million and $3 million, respectively, ($57 million, $31 million and $3 million after considering the tax impact) and were included as follows: Year ended December 31, (in $ millions) 2023 2022 2021 Cost of revenue (excluding depreciation and amortization) $ 4 $ 2 $ — Sales and marketing 28 14 — Technology and content 16 8 — General and administrative 27 15 3 Total $ 75 $ 39 $ 3 As of December 31, 2023, the Company expects compensation expense, related (i) to unvested stock options of approximately $2 million to be recognized over the remaining weighted average period of 1 year and (ii) unvested RSUs of approximately $103 million to be recognized over the remaining weighted average period of 1.8 years. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity 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” or the "Common Stock"), of which 467,092,817 shares are issued and outstanding as of December 31, 2023; (ii) 3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), none of which is issued and outstanding as of December 31, 2023 (see note 1 - Business Description and Basis of Presentation ); 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, 2023. 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, 2023, (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, 2023 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, 2023. 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. Class A Common Stock Voting: Holders of Class A Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Dividend: Holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, dividends and other distributions when, as, and if declared by the GBTG Board out of legally available funds, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or loan agreements. Liquidation: Further, in the case of the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A Common Stock 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: Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 26 - Related Party Transactions ), holders of shares of Class A Common Stock do not have preemptive, subscription, redemption or conversion rights. Class B Common Stock Voting: Holders of Class B Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Dividend: The shares of Class B Common Stock generally have only nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG). Liquidation: Holders of shares of Class B Common Stock have the right to receive, ratably on a per share basis with other holders of Class B Common Stock and holders of Class A Common Stock, a distribution from GBTG’s remaining assets available for distribution to stockholders, up to the par value of such shares of Class B Common Stock, but otherwise are not entitled to receive any assets of GBTG in connection with any such liquidation, dissolution or winding up. Other rights: Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 26 - Related Party Transactions ), holders of shares of Class B Common Stock do not have preemptive, subscription, redemption or conversion rights. Exchange Agreement: The parties to the Exchange Agreement (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their GBT JerseyCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of Class B Common Stock) for shares of Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash. The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by parties to the Exchange Agreement (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and Class B Common Stock to the Company in exchange for the issuance by GBTG to such owners of shares of Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised their rights under the Exchange Agreement, resulting in the transfer of all such Continuing JerseyCo Owner's GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock to GBTG in exchange for the issuance by GBTG to such Continuing JerseyCo Owner of an equal number of shares of Class A Common Stock and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation ). Preferred Stock Voting: Holders of Class A-1 preferred stock and Class B-1 preferred stock have no voting rights except as otherwise from time to time required by law. Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A Common Stock 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. During the year ended December 31, 2022, the Company issued 1,500,000 preferred shares, in equal proportion to Amex Coop ad Juweel, for a total consideration of $150 million and accrued dividend of $10 million. The Company further accrued dividend of $8 million for the period from January 1, 2022 to May 27, 2022. 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, amounting to $168 million. Upon redemption, all of the preferred shares were cancelled. 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 to its then existing shareholders. There were no such distributions to shareholders during the years ended December 31, 2023 and 2022. 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 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”) pursuant to which 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 volume-weighted average share price ("VWAP") of 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 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 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 Common Stock. These shares are accounted for as part of earnout shares discussed above in note 20 – Earnout Derivative Liabilities . Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described 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: (in $ millions) Currency Defined Unrealized gain on Total accumulated Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the year, net of tax expense (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 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) Net changes during the year, net of tax benefit 33 (36) (16) (19) Allocated to non-controlling interest (16) 1 1 (14) Re-classed from non-controlling interest upon corporate simplification transaction (see note 1) (63) (27) 27 (63) Balance as of December 31, 2023 $ (56) $ (63) $ 16 $ (103) The tax benefit (expense) for net changes during the year relates to defined benefit pension plans and amount to $11 million, $(30) million and $10 million for the years ended December 31, 2023, 2022 and 2021, respectively. Amounts in accumulated other comprehensive loss are presented net of the related tax impact. Reclassifications out of accumulated other comprehensive losses related to amortization of (i) actuarial losses and prior service costs (component of net periodic pension cost (benefit)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations. |
Loss per share
Loss per share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Loss per share | Loss per share 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 (i) stock options and RSUs using the “treasury stock” method, and (ii) Class B Common Stock, using the “if converted” method, for the period they were outstanding. As discussed in note 20 – Earnout Derivative Liabilities , the Company has issued and outstanding approximately 23 million of earnout shares, which are subject to forfeiture if the achievement of certain stock price thresholds are not met. In accordance with ASC 260, “ Earnings Per Share ,” earnout shares are excluded from weighted-average shares outstanding to calculate basic loss per share as they are considered contingently issuable shares due to their potential forfeiture. Earnout shares will be included in weighted-average shares outstanding to calculate basic earnings (loss) per share as of the date their stock price thresholds are met and they are no longer subject to forfeiture. Additionally, dividends accrued on earnout shares, if any, will be forfeited if the pricing thresholds for earnout shares are not met during the specified time period. 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 Stock 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 Stock 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. As the Company has incurred net loss during the years ended December 31, 2023 and 2022, the Company has excluded (i) 20 million of stock options and 24 million of RSUs for the year ended December 31, 2023 and (ii) 36 million of stock options and 11 million of RSUs for the year ended December 31, 2022, from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on 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) 2023 2022 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (63) $ (25) Add: Net loss attributable to non-controlling interests in subsidiaries (73) (204) Net loss attributable to the Company’s Class A common stockholders – Diluted (B) $ (136) $ (229) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 251,645,498 51,266,570 Assumed conversion of Class B Common Stock 206,410,027 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 458,055,525 445,715,051 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.25) $ (0.50) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.30) $ (0.51) |
Derivatives and Hedging
Derivatives and Hedging | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | 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 derivative 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 synthetic 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, GBT Group Services B.V., a wholly-owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans: In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge. The Company simultaneously entered into another interest rate swap contract for the same notional amount of $600 million, maturing in March 2025, and with the similar terms as the February 2022 interest rate swap contract. Upon termination of February 2022 interest rate swap contract, the Company realized $23 million in cash. Under ASC 815, the Company determined that the total amount of $23 million credited to the accumulated other comprehensive income will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the years ended December 31, 2023 and December 31, 2022, the Company has reclassified $8 million and $4 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statements of operations. The terms of $600 million notional amount of interest rate swap entered into in June 2022 was initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023,the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800%. The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680%. In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million, maturing in March 2027. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90%, and pay fixed rate of 4.295%. Warrants and Earnout Shares As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 20 – Earnout Derivative Liabilities ). For a period from the date of the Business Combination until October 2022, the Company also had warrants issued and outstanding, which were exchanged in full for shares of Common Stock in October 2022. The non-employee earnout shares are classified as derivative liabilities under ASC 815 and are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. As of December 31, 2023, the number of non-employee earnout shares, including the Sponsor Shares, issued and outstanding were approximately 23 million . The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815: (in $ millions) Balance sheet Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 7 $ 10 Interest rate swaps Other non-current liabilities $ 5 — Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 77 $ 90 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 Statements of operations location Amount of gain/(loss) recognized in Year Ended Year Ended 2023 2022 2021 2023 2022 2021 Derivatives designated as hedging instruments Interest rate swaps $ (8) $ 32 — NA — — — Interest rate swap reclassed to consolidated statements of operations (8) (4) — Interest expense $ 8 $ 4 — Derivatives not designated as hedging instruments Earnout shares — — — Fair value movement on earnout and warrant derivative liabilities 13 10 — Warrants — — — Fair value movement on earnout and warrant derivative liabilities — (2) — $ 21 $ 12 — 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, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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 discussed and outlined in note 2 - Summary of Significant Accounting Policies - Fair Value Measurements . As of December 31, 2023, 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 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: (in $ millions) Fair Value Asset/(Liability) December 31, December 31, Interest rate swap asset Level 2 $ 7 $ 10 Interest rate swap liability Level 2 $ (5) — Non-employee earnout shares Level 3 $ (77) $ (90) The fair value of earnout shares (both employee and non-employee) was estimated using the Monte Carlo method. Inherent in the Monte Carlo 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 weighted average of its own share price volatility and implied 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 measurement of the fair value of outstanding earnout shares liabilities: December 31, December 31, Stock price ($) $ 6.45 $ 6.75 Risk-free interest rate 3.98 % 4.06 % Volatility 47.5 % 42.5 % Expected term (years) 3.4 4.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 3.71 $ 4.30 Fair value ($) (per earnout share – Tranche 2) $ 3.02 $ 3.58 The following table presents changes in Level 3 financial liabilities measured at fair value for the years ended December 31, 2023 and 2022: (in $ millions) Earnout Shares As of date of Business Combination - May 27, 2022 $ 100 Change in fair value (10) Balance as of December 31, 2022 90 Change in fair value (13) Balance as of December 31, 2023 $ 77 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 in inactive markets for identical debt instruments, or for 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 the 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: (in $ millions) Fair As of As of Carrying amount ⁽¹⁾ Fair Carrying amount ⁽¹⁾ Fair Senior secured initial term loans Level 2 $ 234 $ 236 $ 235 $ 220 Senior secured tranche B-3 term loans Level 3 $ 990 $ 1,013 $ 987 $ 1,017 Senior secured tranche B-4 term loans Level 3 $ 132 $ 137 $ — $ — ______________________________________________________ (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, due from affiliates, other current assets, accounts payable, due to affiliates and accrued expenses and other current liabilities approximate their fair value due to the short-term maturities of these assets and liabilities. Certain non-financial assets and liabilities, such as long-lived assets, goodwill and other intangible assets, are adjusted to fair value when an impairment charge is recognized. The Company continually monitors events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of such non-financial assets may more likely than not have fallen below its respective carrying amounts. Such fair value measurements are based predominately on Level 3 inputs utilizing several methods including discounted cash flow method. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 and Operating 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 $32 million, $24 million and $10 million for the years ended December 31, 2023, 2022 and 2021, respectively. Revenues also include revenue from affiliates of Amex Coop of approximately $27 million, $21 million and $19 million for the years ended December 31, 2023, 2022 and 2021, respectively. Amounts payable to affiliates of Amex Coop under these agreements as of December 31, 2023 and December 31, 2022, were $25 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements was $15 million as of both December 31, 2023 and December 31, 2022. 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. An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide the GBTG’s business clients with access to Expedia group hotel content (the “EPS Agreement”). As a result of the above agreement, the Company recognized revenue of $176 million, $130 million and $8 million for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the Company had a $20 million and $18 million receivable from the affiliate of Expedia, respectively. GBT Travel Services UK Limited (“GBT UK”), an indirect wholly-owned subsidiary of GBTG, and an affiliate of Amex Coop, 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. The initial term of each service is set forth in the Egencia TSA, and the term of certain services is subject to extension under certain circumstances. GBT UK has the right to terminate services for convenience upon prior written notice to Expedia, Inc. For services provided by Expedia to Egencia prior to the Egencia acquisition, pricing under the Egencia TSA is determined in the same manner as pricing for such services was historically determined by Expedia, Inc. For services that were not provided by Expedia, Inc. to Egencia prior to the Egencia acquisition, in general pricing is equal to the cost of providing such services. For the years ended December 31, 2023, 2022 and 2021, the total cost charged to the Company was approximately $24 million, $34 million and $8 million that was included in the Company’s consolidated statements of operations. As of December 31, 2023 and 2022, the Company had a payable to Expedia Inc. of $3 million and $8 million, respectively. Further, as of December 31, 2023 and 2022, Egencia had a net receivable of $5 million and $4 million, respectively, from Expedia on account of net cash settled on behalf of or on Egencia’s behalf by Expedia during the respective years. During the year ended December 31, 2022, the Company recognized a charge of $19 million in its consolidated statements 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. During the year ended December 31, 2023 , pursuant to an agreement with Expedia, the Company issued 575,409 shares of Common Stock to Expedia to settle, in part, $4 million of liability for loss contingency accrued in 2022. As of December 31, 2023 and December 31, 2022, the Company has $11 million and $15 million, respectively, that remained payable to Expedia in respect of this loss contingency. License of American Express Marks Effective upon closing of the Business Combination in May 2022, GBT UK 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 8 - Reverse Recapitalization for further discussion of the Exchange Agreement. 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 (as subsequently amended, the “Shareholders Agreement”). 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 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, rather than into GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock , which would be exchangeable for shares of Class A Common Stock 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. In January 2024, Juweel distributed all of its equity interests in the Company and GBT JerseyCo to its equityholders, including Q.H. Travel LP ("QIA"). On January 11, 2024, GBTG entered into an amended and restated Shareholders Agreement with GBT JerseyCo, Juweel, American Express International, Inc. ("Amex"), Expedia and QIA, pursuant to which, among other things, Juweel was removed as a party to the Shareholders Agreement and QIA was made subject to certain obligations and provided with certain rights previously provided to Juweel. On January 11, 2024, GBTG also entered into a letter agreement with GBT JerseyCo, Juweel, Amex, Expedia, QIA and Juweel's other equityholders (the "Specified Juweel Investors"), pursuant to which the Specified Juweel Investors agreed to be bound by certain restrictive covenants in the Shareholders Agreement as if they were a party thereto. 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 GBT JerseyCo A Ordinary Shares). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits Amex, Expedia and QIA, 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. 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 $0, $1 million and $2.5 million were incurred for the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023 and 2022, the Company had $0 and $5 million as amounts payable to Certares under this agreement. This agreement terminated upon the closing of the Business Combination. Loan to equity affiliate During the year ended December 31, 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. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | 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. For the year ended December 31, 2023, the Company has determined it has two operating segments, Business Travel 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, gain (loss) on early extinguishment of debt, 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 (including charges related to facilities consolidation), integration costs, costs related to mergers and acquisitions, non-cash equity-based compensation, certain corporate costs, fair value movement on certain earnout and warrant derivative liabilities, foreign currency gains (losses), non-service components of net periodic pension cost (benefit) 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, 2023 $ 833 $ 833 $ 624 $ 2,290 Year ended December 31, 2022 $ 672 $ 687 $ 492 $ 1,851 Year ended December 31, 2021 $ 226 $ 276 $ 261 $ 763 Long-lived assets As of December 31, 2023 $ 135 $ 61 $ 86 $ 282 As of December 31, 2022 $ 123 $ 68 $ 85 $ 276 As of December 31, 2021 $ 100 $ 76 $ 99 $ 275 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, 2023, 2022 and 2021. Similarly, no single customer accounted for 10 percent or more of the accounts receivable balance as of December 31, 2023 and 2022. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | (in $ millions) Balance at Charged to Write-offs Balance at Allowance for credit losses Year ended December 31, 2023 $ 23 $ 9 $ (20) $ 12 Year ended December 31, 2022 $ 4 $ 23 $ (4) $ 23 Year ended December 31, 2021 $ 14 $ (5) $ (5) $ 4 Valuation allowance for deferred tax assets Year ended December 31, 2023 $ 124 $ 18 $ 4 $ 146 Year ended December 31, 2022 $ 116 $ 14 $ (6) $ 124 Year ended December 31, 2021 $ 119 $ (1) $ (2) $ 116 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
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 for the reporting periods that is attributable to third-party owners is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. |
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, 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 and earnout shares and accrual of contingent liabilities. Actual results could differ materially from those estimates. |
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 5 – Allowances 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. Uncertain macroeconomic factors, including rising interest rates, potential recession or economic downturn, can have a significant effect on the allowance for credit losses as such conditions could potentially result in the restructuring or bankruptcy of customers. Given such uncertainties, actual write-offs may vary from such estimates of credit losses. Governments of multiple countries extended several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. In previous years, the Company participated in several of these government programs. A substantial portion of these government support payments were to ensure that the Company continued to pay and maintain the employees on its payroll and does not make them redundant as the demand for travel services significantly reduced due to the COVID-19 pandemic. During the years ended December 31, 2023, 2022 and 2021, the Company recognized in its consolidated statements of operations government grants and other assistance benefits of $0, $24 million and $64 million, respectively, as a reduction of its operating expenses. As of December 31, 2023 and 2022, the Company had a receivable of $1 million and $13 million, respectively, in relation to such government grants, that is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. |
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 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 3 – 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's 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 from equity method investments in the consolidated statements of operations. There were no impairments of equity method investments during the years ended December 31, 2023 and 2022. |
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, 2023, 2022 and 2021 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. There was no impairment of finite-lived other intangible assets or long-lived assets during the years ended December 31, 2023, 2022 and 2021. |
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 lease 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 prepayments 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 lease assets are included in property and equipment, net and finance lease liabilities are included within current portion of long-term debt and long-term debt, net of unamortized debt discount and debt issuance cost 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 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 in those jurisdictions where the deferred tax assets are located 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 net operating losses ("NOLs") to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. 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 cash flow 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, cash equivalents and restricted cash and accounts receivable. The Company maintains cash, cash equivalents and restricted cash balances with financial institutions that are in excess of Federal Deposit Insurance Corporation (or equivalent) insurance limits. The Company’s cash, cash equivalents and restricted cash 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, 2023, approximately 33% of our cash, cash equivalents and restricted 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 Revenues Client Fees Transaction Fees and Other Revenues : The Company enters into contracts with business clients to provide travel-related services each period over the contract term. The Company’s obligation to the client is to stand ready to provide service over the contractual term. The performance obligations under these contracts are typically satisfied over time as the clients benefit from these services as they are performed. The Company receives nonrefundable transaction fees from business clients each time a travel transaction is processed. Transaction fee revenue, which is unit-priced under the service contract, is generally allocated to and recognized in the period the transaction is processed. The Company also receives revenue from the provision of other transactional services to clients such as revenue generated from the provision of servicing after business close or during travel disruption. Such other transactional travel revenue is also generally allocated to and recognized in the period when the travel transaction is processed. Consideration Payable to Clients and Client Incentives : As part of the arrangements with business clients, the Company may be contractually obligated to share with them the commissions collected from travel suppliers that are directly attributable to the Company’s business with the business clients. Additionally, in certain contractual agreements with its clients, the Company promises consideration to them in the form of credits or upfront payments. The Company capitalizes such consideration payments to its clients and recognizes it ratably over the period of contract, as a reduction of revenue, as the revenue is recognized, unless the payment is in exchange for a distinct good or service that the business clients transfer to the Company. The capitalized upfront payments are reviewed for recoverability and impairment based on future forecasted revenues, and are included within other non-current assets or liabilities, net, on the Company’s consolidated balance sheets. Supplier Fees Base Commissions and Incentives : Certain of the Company’s travel suppliers (e.g., airlines, hotels, car rental companies, and rail carriers) pay commissions and/or fees on tickets issued, sales and other services provided by the Company based on contractual agreements to promote or distribute the travel supplier content. Commissions and fees from travel suppliers are generally recognized (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 : The Company receives incentives from air travel suppliers for flown incremental bookings above minimum targeted thresholds established under the contract. The Company estimates such incentive revenues using internal and external data detailing completed and estimated completed airline travel and the price thresholds applicable to the volume for the period, as the consideration is variable and determined by meeting volume targets. The Company allocates the variable consideration to the flown bookings during the incentive period, which is generally determined by the airlines to be a single fiscal quarter, and recognizes that amount as the related performance obligations are satisfied, to the extent that it is probable that a subsequent change in the estimate would not result in a significant revenue reversal. GDS Revenues : In certain transactions, the GDS provider receives commission revenues from travel suppliers in exchange for distributing its content and distributes a portion of these commissions to the Company as an incentive for the Company to utilize its platform. Therefore, the Company views payments from the providers of the GDS as commissions from travel suppliers and recognize these commissions in revenue as travel bookings are made through the GDS platform. Products and Professional Services Revenues Management Fees : The Company receives management fees from business clients for travel management services. The Company’s obligation to the client is to stand ready to provide service over the contractual term. The performance obligation under these contracts are typically satisfied over time as the clients benefit from these services as they are performed. Management fees are recognized ratably over the contract term as the performance obligation is satisfied on a stand-ready basis over the contract period. Product Revenues : Revenue from provision of travel management tools to business clients to manage their travel programs are recognized ratably over the contract term as the performance obligation is satisfied over the contract period over which the travel-related products are made available to the clients. Consulting and Meeting and Events Revenues : The Company receives fees from consulting and meetings and events planning services that are recognized over the contract term as the promised services are delivered by the Company’s personnel. Other Revenues : Fees from Network Partners are recognized in proportion to sales as sales occur over the contract term, as the performance obligation is satisfied. |
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, (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 and Other Exit Charges | Restructuring and Other Exit Charges Restructuring and other exit charges consist primarily of costs associated with employee severances and contract exit 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 and contract termination costs are presented as restructuring charges in the consolidated statement of operations. Restructuring accruals are recorded within restructuring and other exit charges in the consolidated statements of operations and the restructuring liability is included within accrued expenses and other current liabilities in the consolidated balance sheets. |
Advertising Expense | Advertising Expense |
Equity-based Compensation | Equity-based Compensation The Company has an equity-based compensation plan that provides for grants of equity awards 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 cost (benefit), 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. During the years ended December 31, 2023, 2022 and 2021, the Company has net foreign exchange loss of $5 million, $7 million and $0, respectively, which is included within other (loss), income, net on the 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 common shareholders by the weighted average number of common shares outstanding during the period. Diluted net income per share is computed by dividing the net income available to the Company’s common shareholders by the weighted average number of common shares outstanding and potentially dilutive securities outstanding during the period. Potentially dilutive securities include restricted stock units (RSU) and 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 Derivative Liabilities | Warrant Instruments and Earnout Derivative Liabilities The Company accounts for its earnout shares (see note 20 – Earnout Derivative Liabilities ) in accordance with the guidance contained in ASC 815, “ Derivatives and Hedging ,” (“ASC 815”) whereby, under that provision, the earnout shares do not meet the criteria for equity treatment and are recorded as liabilities. Accordingly, the Company classifies the earnout shares as liabilities at fair value at each balance sheet date and any change in the fair value is recognized in the Company’s consolidated statements of operations. The earnout share liabilities will be remeasured at fair value until such earnout shares are no longer contingent. The fair value of earnout shares is determined using Monte Carlo valuation method and is categorized as level 3 on the fair value hierarchy (see note 25 – Fair Value Measurements ). |
Recently Adopted and Issued But Not Yet Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Reference rate reforms In March 2020, the Financial Accounting Standard Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting .” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”), which was discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU impact contract modifications and other changes that occur while LIBOR was phased out. In December 2022, the FASB issued ASU No. 2022-06, “ Reference Rate Reform: Deferral of the Sunset Date of Topic 848 .” As a result of the U.K. Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024. On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 15 - Long-term Debt ). The Company also amended its interest rate swap agreement to change its reference rate from LIBOR to SOFR (see note 24 - Derivatives and Hedging ). The Company evaluated and applied optional expedients available under this guidance, as applicable, for such transactions and there was no material impact on the Company’s consolidated financial statements. 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 to be applied prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance. 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 (“ASU 2016-13”), which significantly changed how entities account for credit losses for most financial assets, including accounts receivable, and certain other instruments that are not measured at fair value through net income. The new guidance replaces the then existing incurred loss impairment model with an expected loss methodology, which results in a more timely recognition of credit losses. Following loss of Emerging Growth Company status in the fourth quarter of 2022, the Company adopted ASU 2016-13 on a prospective basis, effective January 1, 2022, and recognized a $3 million cumulative adjustment, net of taxes, in accumulated deficit. By applying ASU 2016-13 at the adoption date, the presentation of credit losses for periods prior to January 1, 2022 remained unchanged. See note 5 – Allowance for Expected Credit Losses for additional information. Income Taxes In December 2020, the FASB issued ASU No. 2019-12, “ Income taxes (Topic 740): Simplifying the Accounting for Income Taxes ” that amends the guidance to simplify accounting for income taxes, including elimination of certain exceptions in current guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences, ownership changes in investments (changes from a subsidiary to equity method investments and vice versa), etc. The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance. Disclosures about Government Assistance In November 2021, the FASB issued ASU No. 2021-10, “ Disclosures by Business Entities about Government Assistance ” which provides for disclosures by business entities about government assistance. The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the nature and types of transactions, (2) the accounting for the transactions and (3) the effect of the transactions on an entity’s financial statements. The Company adopted this guidance on January 1, 2022, and there was no material impact on the Company’s consolidated financial statements upon the adoption of this guidance. Accounting Pronouncements – Not Yet Adopted Segment Reporting In November 2023, the FASB issued ASU No. 2023-07, " Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures " which expands the segment reporting disclosures and primarily requires disclosures on (i) significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and are included within each reported measure of segment operating results, (ii) the total amount of any other items included in segment operating results which were not deemed to be significant expenses for separate disclosure, along with a qualitative description of the composition of these other items and (iii) CODM’s title and position and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and deciding how to allocate resources. The update also aligns interim segment reporting disclosure requirements with annual segment reporting disclosure requirements. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis, with early adoption permitted. While the update will require additional disclosures related to the Company’s segment, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows. Income Taxes In December 2023, the FASB issued ASU No. 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures ". The update primarily requires the Company to provide (i) further disaggregation for specific categories on the effective tax rate reconciliation, as well as additional information about federal, state/local and foreign income taxes and (ii) annually disclose its income taxes paid (net of refunds received), disaggregated by jurisdiction. The update is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The update is to be applied on a prospective basis, although optional retrospective application is permitted. While the update will require additional disclosures related to the Company’s income taxes, it is not expected to have any impact on the Company’s consolidated operating results, financial condition or cash flows. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of estimated used lives of assets | Depreciation is computed using the straight-line method over the estimated useful lives of assets which are as follows: Capitalized software for internal use 3 – 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 | 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 |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | 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) 2023 2022 2021 Travel revenue $ 1,827 $ 1,444 $ 446 Products and professional services revenue 463 407 317 Total revenue $ 2,290 $ 1,851 $ 763 |
Schedule of accounts receivable, net, contract assets and contract liabilities | The opening and closing balances of the Company’s accounts receivable, net, contract assets and contract liabilities are as follows: Contract liabilities (in $ millions) Accounts receivable, net Client Deferred Balance as of December 31, 2023 $ 725 $ 9 $ 19 Balance as of December 31, 2022 $ 752 $ 19 $ 19 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Income before income tax as per jurisdictions | 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 the 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) 2023 2022 2021 U.S. $ (37) $ (129) $ (32) U.K. (57) (95) (441) Other (51) (63) (180) Loss before income taxes and share of losses from equity method investments $ (145) $ (287) $ (653) |
Summary of components of income tax benefit | The components of benefit from income taxes consist of the following: Year ended December 31, (in $ millions) 2023 2022 2021 Current taxes: U.S. $ (14) $ — $ 4 U.K. — (1) 1 Other (7) (3) 3 Current income tax (expense) benefit (21) (4) 8 Deferred taxes: U.S. 34 35 22 U.K. — 28 132 Other (4) 2 24 Deferred tax benefit 30 65 178 Benefit from income taxes $ 9 $ 61 $ 186 |
Summary of reconciliation of company's effective income tax rate | The table below sets forth a reconciliation of the U.S. statutory tax rate of 21% for the years ended December 31, 2023 and 2022 and the U.K. statutory tax rate of 19% for the year ended December 31, 2021 to the Company’s effective income tax rate for the respective years. Year ended December 31, (in $ millions, except percentages) 2023 2022 2021 Statutory tax rate 21.00% 21.00% 19.00% Tax benefit at statutory tax rate $ 31 $ 60 $ 124 Changes in taxes resulting from: Impact of Up-C structure/ Foreign branch accounting 7 (4) — Income not subject to tax 4 4 — Expenses not deductible for tax (10) (16) (14) Minimum taxes (4) — — Local, state, and withholding taxes (5) 7 2 Change in valuation allowance (17) (11) (17) Change in enacted tax rates — — 35 Rate differential in the United Kingdom — 6 24 Foreign tax rate differential 3 1 14 Return to provision adjustment 1 13 11 Tax settlement and uncertain tax positions — 3 6 Other (1) (2) 1 Benefit from income taxes $ 9 $ 61 $ 186 Effective tax rate 6.32% 21.26% 28.39% |
Summary of components of the Company's 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) 2023 2022 Deferred tax assets: Outside basis investment in partnership $ — $ 25 Net operating loss carryforwards 396 392 Pension liability 79 38 Interest expense deduction restriction 61 45 Operating lease liabilities 25 20 Stock compensation 28 15 Property and equipment 17 12 Accrued liabilities 26 12 Goodwill 180 117 Other intangible assets 70 — Other 3 8 Valuation allowance (146) (124) Deferred tax assets 739 560 Netted against deferred tax liabilities (458) (227) Deferred tax assets as presented in the consolidated balance sheets $ 281 $ 333 Deferred tax liabilities: Foregone foreign branch/partnership deferred tax credits $ (299) $ (43) Other intangible assets (136) (175) Operating lease ROU assets (18) (15) Property and equipment (1) (10) Goodwill (4) (4) Other (5) (4) Deferred tax liabilities (463) (251) Netted against deferred tax assets 458 227 Deferred tax liabilities as presented in the consolidated balance sheets $ (5) $ (24) |
Summary of net operating loss carryforwards | The remaining NOL carryforwards will expire as follows: (in $ millions) Amount 2024-2028 $ 22 2029-2033 21 2034-2043 9 |
Summary of movement of uncertain tax position liability | The movement of uncertain tax position liability is as follows: As of December 31, (in $ millions) 2023 2022 2021 Balance, beginning of the year $ 4 $ 7 $ 9 Increases to tax positions related to acquisitions — — 4 Increases to tax positions related to the current year 8 1 — Decrease in tax positions related to prior years (1) — (6) Release due to expiry of statute of limitations — (4) — Balance, end of the year $ 11 $ 4 $ 7 |
Allowances for Expected Credi_2
Allowances for Expected Credit Losses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Allowance for Credit Loss [Abstract] | |
Schedule of movement in allowance for credit losses applying ASC 326 | The movement in Company’s allowance for credit losses for the years ended December 31, 2023 and 2022, is set out below: (in $ millions) Amount Balance as of December 31, 2021 $ 4 Cumulative effect of adjustment upon adoption of ASC 326 4 Provision for expected credit losses during the year 19 Write-offs (4) Balance as of December 31, 2022 $ 23 Provision for expected credit losses during the year 9 Write-offs (22) Foreign exchange 2 Balance as of December 31, 2023 $ 12 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of: As of December 31, (in $ millions) 2023 2022 Prepaid technology costs $ 36 $ 30 Prepaid travel expenses 13 13 Income tax receivable 12 26 Value added and similar taxes receivables 10 11 Other prepayments and receivables 45 50 Prepaid expenses and other current assets $ 116 $ 130 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, other | Property and equipment, net, consist of: As of December 31, (in $ millions) 2023 2022 Capitalized software for internal use $ 452 $ 365 Computer equipment 66 71 Leasehold improvements 62 49 Furniture, fixtures and other equipment 9 5 Capital projects in progress 1 5 590 495 Less: accumulated depreciation and amortization (358) (277) Property and equipment, net $ 232 $ 218 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in goodwill | The following table sets forth changes in goodwill during the years ended December 31, 2023 and 2022: (in $ millions) Amount Balance as of December 31, 2021 $ 1,358 Egencia acquisition adjustments (118) Currency translation adjustments (52) Balance as of December 31, 2022 1,188 Currency translation adjustments 24 Balance as of December 31, 2023 $ 1,212 |
Schedule of other intangible assets with definite lives | The following table sets forth the Company’s other intangible assets with definite lives as of December 31, 2023 and 2022: December 31, 2023 December 31, 2022 Cost Accumulated amortization Net Cost Accumulated amortization Net (in $ millions) Trademarks/trade names $ 114 $ (73) $ 41 $ 116 $ (69) $ 47 Business client relationships 801 (305) 496 788 (240) 548 Supplier relationship 254 (239) 15 253 (213) 40 Travel partner network 4 (4) — 4 (3) 1 Other intangible assets, net $ 1,173 $ (621) $ 552 $ 1,161 $ (525) $ 636 |
Schedule of estimated amortization expense | As of December 31, 2023, 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 2024 $ 71 2025 50 2026 49 2027 48 2028 48 Thereafter 286 Total $ 552 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of supplemental cash flow and other information related to leases | The following table sets out supplemental cash flow information related to leases for the years ended December 31, 2023, 2022 and 2021: Year ended December 31, (in $ millions) 2023 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Cash used in operating activities related to operating leases $ 30 $ 30 $ 30 Cash used in financing activities related to finance leases $ 2 $ 2 $ 2 ROU assets obtained in exchange for lease obligations: Operating lease $ 10 $ 21 $ 9 Finance lease $ 2 $ 1 $ — Additions to ROU assets on account of business acquisitions Operating lease $ — $ — $ 20 |
Schedule of undiscounted future payments for finance lease liabilities | The following table sets out supplemental other information related to leases: 2023 2022 2021 Weighted average remaining lease term: Operating leases 5.9 years 6.2 years 5.4 years Finance leases 2.3 years 1.2 years 1.7 years Weighted average discount rate: Operating lease 9.03 % 8.42 % 7.15 % Finance lease 9.66 % 5.08 % 3.56 % |
Schedule of undiscounted future payments for operating lease liabilities | The following table sets out the undiscounted future payments for operating lease liabilities as of December 31, 2023. For the undiscounted future payments for finance lease liabilities see note 15 - Long-term Debt . (in $ millions) Amount 2024 $ 23 2025 18 2026 14 2027 10 2028 6 Thereafter 24 Total 95 Less: Interest cost included (23) Total lease liabilities 72 Less: Current portion of lease liabilities (17) Long-term portion of lease liabilities $ 55 |
Other Non-Current Assets (Table
Other Non-Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Assets, Noncurrent Disclosure [Abstract] | |
Schedule of other non-current assets | Other non-current assets consist of: As of December 31, (in $ millions) 2023 2022 Cloud computing arrangements $ 24 $ 11 Restricted cash 13 13 Derivative asset 7 10 Other assets 6 13 Other non-current assets $ 50 $ 47 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of: As of December 31, (in $ millions) 2023 2022 Accrued payroll and related costs $ 184 $ 196 Accrued operating expenses 160 147 Client deposits 53 56 Accrued restructuring costs ( see note 14 ) 30 11 Deferred revenue 19 19 Value added and similar taxes payable 12 9 Other payables 8 14 Accrued expenses and other current liabilities $ 466 $ 452 |
Restructuring, Exit and Relat_2
Restructuring, Exit and Related Charges (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of accrued restructuring cost | The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the years ended December 31, 2023, 2022 and 2021: (in $ millions) Employee Related Facility - Non-Lease Related Facility - Lease Related Total Balance as of December 31, 2020 $ 94 $ 3 $ — $ 97 Accruals 13 — 1 14 Acquired on acquisition 30 — — 30 Reclassification (4) 4 — — Non-cash — — (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 Accruals 39 3 10 52 Non-cash — — (10) (10) Cash settled (21) (2) — (23) Balance as of December 31, 2023 $ 26 $ 4 $ — $ 30 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Long-Term Debt, Unclassified [Abstract] | |
Schedule of outstanding amount of long-term debt | The outstanding amount of the Company’s long-term debt consists of: As of December 31, (in $ millions) 2023 2022 Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) $ 237 $ 239 Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) 1,000 1,000 Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) 135 — Principal amount of senior secured revolving credit facility (Maturity – September 2026) — — Other borrowings 6 — 1,378 1,239 Less: Unamortized debt discount and debt issuance costs (16) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,362 1,222 Less: Current portion of long-term debt (7) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,355 $ 1,219 |
Schedule of changes in total unamortized debt discount and debt issuance costs | The changes in total unamortized debt discount and debt issuance costs are summarized below: As of December 31, (in $ millions) 2023 2022 2021 Beginning balance $ 17 $ 19 $ 19 Capitalized during the year 5 3 18 Amortized/written-off during the year (6) (5) (18) Closing balance $ 16 $ 17 $ 19 |
Schedule of aggregate maturities of debt | Aggregate maturities of debt as of December 31, 2023 are as follows: (in $ millions) Term Loans Other Borrowings Total Year ending December 31, 2024 $ 3 $ 4 $ 7 2025 234 2 236 2026 1,135 — 1,135 1,372 6 1,378 Less: Unamortized debt discount and debt issuance costs (16) — (16) Long-term debt, net of unamortized debt discount and debt issuance costs $ 1,356 $ 6 $ 1,362 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Schedule of changes in the defined benefit obligation and fair value of plan assets | For such plans, the following tables provide a statement of funded status as of December 31, 2023 and 2022 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) 2023 2022 Changes in benefit obligation: Benefit obligation, beginning of year $ 570 $ 1,001 Service cost 4 5 Interest cost 26 16 Plan participants’ contribution 1 1 Actuarial loss (gain), net 24 (339) Benefit paid (20) (18) Curtailments and settlements (5) (3) Expenses paid from assets (1) (1) Currency translation adjustment 32 (92) Benefit obligation, end of year $ 631 $ 570 Change in fair value of plan assets: Fair value of plan assets, beginning of year $ 425 $ 670 Employer contributions 29 32 Plan participants’ contributions 1 1 Benefits paid (20) (18) Actual return on plan assets (2) (194) Expenses paid from assets (1) (1) Plan settlements (5) (3) Currency translation adjustments 25 (62) Fair value of plan assets, end of year $ 452 $ 425 Unfunded status $ 179 $ 145 |
Schedule of amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension benefit (cost) | The amount included in accumulated other comprehensive loss that has not been recognized as a component of net periodic pension cost (benefit) is as follows: As of December 31, (in $ millions) 2023 2022 Unrecognized net actuarial loss $ 67 $ 20 Unrecognized prior service cost 2 2 Total 69 22 Deferred taxes (6) 5 Amounts recognized in accumulated other comprehensive loss $ 63 $ 27 |
Schedule of components of net periodic pension benefit (cost) | The following table provides the components of net periodic pension cost (benefit) for the years ended December 31, 2023, 2022 and 2021: Year ended December 31, (in $ millions) 2023 2022 2021 Service cost $ 4 $ 5 $ 6 Interest cost 26 16 13 Expected return on plan assets (20) (26) (25) Amortization of actuarial (gain) loss (2) 2 4 Curtailments and settlements 1 — (1) Net periodic pension cost (benefit) $ 9 $ (3) $ (3) |
Schedule of weighted average assumptions used to determine the net periodic pension benefit (cost) and projected benefit obligation | The weighted average assumptions used to determine the net periodic pension cost (benefit) and projected benefit obligation were as follows: Year ended December 31, 2023 2022 2021 Net periodic pension cost (benefit): Interest cost discount rate 4.5 % 1.7 % 1.2 % Expected long-term return on plan assets 4.9 % 4.5 % 4.4 % Rate of compensation increase 2.8 % 3.1 % 2.6 % Projected benefit obligation: Discount rate 4.2 % 4.5 % |
Schedule of fair value of pension plan assets | The table below sets out the fair value of pension plan assets as of December 31, 2023: As of December 31, 2023 (in $ millions) Level 1 Level 2 Level 3 Total Matching assets Liability-driven investments $ — $ 154 $ — $ 154 Return-seeking assets Equity funds — 32 51 83 Debt funds — 30 6 36 Real estate funds — 41 22 63 Other — 14 39 53 Cash and cash equivalents 14 — — 14 $ 14 $ 271 $ 118 403 Other investments measured at NAV 49 Total fair value of plan assets $ 452 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 |
Schedule of defined benefit pension plans to make the following estimated future benefit payments | The Company expects the defined benefit pension plans to make the following estimated future benefit payments: (in $ millions) Amount 2024 $ 22 2025 24 2026 24 2027 25 2028 26 2029-2033 154 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of activity of options granted under the Plan | Number of stock options Weighted average exercise price per stock option Weighted average remaining contractual term (in years) Aggregate intrinsic value (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66 Cancelled pursuant to exchange offer (10,088,754) $ 10.36 Exercised (5,303,488) $ 6.17 Expired (1,262,415) $ 7.87 Forfeited (153,113) $ 13.68 Balance as of December 31, 2023 19,589,907 $ 6.99 Exercisable as of December 31, 2023 18,419,155 $ 6.78 2.8 $ 6 Expected to vest as of December 31, 2023 1,170,752 $ 10.27 7.8 — The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were executed on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million and is reflected as a financing activity within the consolidated statements of cash flows. |
Schedule of key assumptions used in the valuation of the options granted | 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 — |
Schedule of activity of RSUs granted under the 2022 Plan | The table below presents the activity of the Company’s RSUs granted under the 2022 Plan for the year ended December 31, 2023: (in $ millions) Number of Weighted Balance as of December 31, 2022 11,288,745 $ 7.56 Granted 18,891,566 $ 6.63 Forfeited (1,411,191) $ 7.25 Vested (4,333,796) $ 7.58 Balance as of December 31, 2023 24,435,324 $ 6.86 |
Schedule of equity-based compensation expense recognized in consolidated statements of operations | Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 amount to $75 million, $39 million and $3 million, respectively, ($57 million, $31 million and $3 million after considering the tax impact) and were included as follows: Year ended December 31, (in $ millions) 2023 2022 2021 Cost of revenue (excluding depreciation and amortization) $ 4 $ 2 $ — Sales and marketing 28 14 — Technology and content 16 8 — General and administrative 27 15 3 Total $ 75 $ 39 $ 3 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of changes in the accumulated other comprehensive loss, net of tax | The changes in the accumulated other comprehensive loss, net of tax, were as follows: (in $ millions) Currency Defined Unrealized gain on Total accumulated Balance as of December 31, 2020 $ (23) $ (160) $ 4 $ (179) Net changes during the year, net of tax expense (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 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) Net changes during the year, net of tax benefit 33 (36) (16) (19) Allocated to non-controlling interest (16) 1 1 (14) Re-classed from non-controlling interest upon corporate simplification transaction (see note 1) (63) (27) 27 (63) Balance as of December 31, 2023 $ (56) $ (63) $ 16 $ (103) The tax benefit (expense) for net changes during the year relates to defined benefit pension plans and amount to $11 million, $(30) million and $10 million for the years ended December 31, 2023, 2022 and 2021, respectively. |
Loss per share (Tables)
Loss per share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of earnings per share basic and diluted | 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) 2023 2022 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (63) $ (25) Add: Net loss attributable to non-controlling interests in subsidiaries (73) (204) Net loss attributable to the Company’s Class A common stockholders – Diluted (B) $ (136) $ (229) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 251,645,498 51,266,570 Assumed conversion of Class B Common Stock 206,410,027 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 458,055,525 445,715,051 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.25) $ (0.50) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.30) $ (0.51) |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of balance sheet location and fair value of Company's derivative instruments, on a gross basis, under ASC 815 | The following table presents the balance sheet location and fair value of the Company’s derivative instruments, on a gross basis, under ASC 815: (in $ millions) Balance sheet Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 7 $ 10 Interest rate swaps Other non-current liabilities $ 5 — Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 77 $ 90 |
Schedule of impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss) | 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 Statements of operations location Amount of gain/(loss) recognized in Year Ended Year Ended 2023 2022 2021 2023 2022 2021 Derivatives designated as hedging instruments Interest rate swaps $ (8) $ 32 — NA — — — Interest rate swap reclassed to consolidated statements of operations (8) (4) — Interest expense $ 8 $ 4 — Derivatives not designated as hedging instruments Earnout shares — — — Fair value movement on earnout and warrant derivative liabilities 13 10 — Warrants — — — Fair value movement on earnout and warrant derivative liabilities — (2) — $ 21 $ 12 — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of gross carrying value and fair value of Company's assets and liabilities measured at fair value on recurring basis | 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: (in $ millions) Fair Value Asset/(Liability) December 31, December 31, Interest rate swap asset Level 2 $ 7 $ 10 Interest rate swap liability Level 2 $ (5) — Non-employee earnout shares Level 3 $ (77) $ (90) |
Schedule of assumptions used for initial measurement of equity instruments | The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities: December 31, December 31, Stock price ($) $ 6.45 $ 6.75 Risk-free interest rate 3.98 % 4.06 % Volatility 47.5 % 42.5 % Expected term (years) 3.4 4.4 Expected dividends 0.0 % 0.0 % Fair value ($) (per earnout share – Tranche 1) $ 3.71 $ 4.30 Fair value ($) (per earnout share – Tranche 2) $ 3.02 $ 3.58 |
Schedule of changes in Level 3 financial liabilities measured at fair value | The following table presents changes in Level 3 financial liabilities measured at fair value for the years ended December 31, 2023 and 2022: (in $ millions) Earnout Shares As of date of Business Combination - May 27, 2022 $ 100 Change in fair value (10) Balance as of December 31, 2022 90 Change in fair value (13) Balance as of December 31, 2023 $ 77 |
Schedule of fair values of the Company's outstanding senior secured term loans | The fair values of the Company’s outstanding senior secured term loans are as follows: (in $ millions) Fair As of As of Carrying amount ⁽¹⁾ Fair Carrying amount ⁽¹⁾ Fair Senior secured initial term loans Level 2 $ 234 $ 236 $ 235 $ 220 Senior secured tranche B-3 term loans Level 3 $ 990 $ 1,013 $ 987 $ 1,017 Senior secured tranche B-4 term loans Level 3 $ 132 $ 137 $ — $ — ______________________________________________________ (1) Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of revenue and long-lived assets, comprising property and equipment, net, and operating lease ROU assets, by geographic location | 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, 2023 $ 833 $ 833 $ 624 $ 2,290 Year ended December 31, 2022 $ 672 $ 687 $ 492 $ 1,851 Year ended December 31, 2021 $ 226 $ 276 $ 261 $ 763 Long-lived assets As of December 31, 2023 $ 135 $ 61 $ 86 $ 282 As of December 31, 2022 $ 123 $ 68 $ 85 $ 276 As of December 31, 2021 $ 100 $ 76 $ 99 $ 275 |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) | Dec. 31, 2023 $ / shares | Jul. 10, 2023 € / shares | Dec. 31, 2022 $ / shares |
Class B common stock | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Class B common stock | GBT JerseyCo | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common stock, par value (in dollars per share) | € / shares | € 0.00001 | ||
Class A common stock | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |
Class A common stock | GBT JerseyCo | |||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||
Common stock, par value (in dollars per share) | € / shares | € 0.00001 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies | ||||
Government grant and other assistance benefit | $ 0 | $ 24,000,000 | $ 64,000,000 | |
Grants receivable | 1,000,000 | 13,000,000 | ||
Impairment of Equity method investment | $ 0 | 0 | 2,000,000 | |
Percentage of cash balance is with a single bank | 33% | |||
Advertising expense | $ 5,000,000 | 6,000,000 | 2,000,000 | |
Net foreign exchange loss | 5,000,000 | 7,000,000 | 0 | |
Cumulative effect of the adoption of accounting standard update | $ 1,212,000,000 | $ 1,371,000,000 | 1,334,000,000 | $ 984,000,000 |
Cumulative effect of the adoption of accounting standard update | ||||
Summary of Significant Accounting Policies | ||||
Cumulative effect of the adoption of accounting standard update | $ (3,000,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Summary of Significant Accounting Policies | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Capitalized software for internal use | Minimum | |||
Summary of Significant Accounting Policies | |||
Property, plant and equipment useful life | 3 years | ||
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) | 12 Months Ended |
Dec. 31, 2023 | |
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 |
Minimum | Trademarks/trade names | |
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 |
Maximum | Trademarks/trade names | |
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 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregated Revenue by Nature (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from Contracts with Customers | |||
Total revenue | $ 2,290 | $ 1,851 | $ 763 |
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 | $ 1,827 | 1,444 | 446 |
Products and professional services revenue | |||
Revenue from Contracts with Customers | |||
Total revenue | $ 463 | $ 407 | $ 317 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Summary of Opening and Closing Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Opening and closing balances of the Company's accounts receivables, net, contract assets and contract liabilities | ||
Accounts receivables, net | $ 725 | $ 752 |
Client incentives, net (non-current) | 9 | 19 |
Deferred revenue (current) | 19 | $ 19 |
Revenue recognized | $ 16 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | 12 Months Ended | |||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jul. 10, 2023 | Jul. 09, 2023 | May 31, 2022 | |
Income Taxes | ||||||
Net deferred tax liability | $ 76,000,000 | |||||
Amount of deferred tax benefit from change in enacted tax rate | $ 59,000,000 | |||||
Remeasurement of deferred tax assets and liabilities | 35,000,000 | |||||
Foregone foreign branch/partnership deferred tax credits | $ 299,000,000 | $ 43,000,000 | ||||
Additional deferred tax assets | 124,000,000 | |||||
Deferred tax liability, undistributed foreign earnings | 3,000,000 | 3,000,000 | ||||
Net operating loss carryforwards | 1,968,000,000 | |||||
Operating loss carryforward having an indefinite life | 1,916,000,000 | |||||
Valuation allowance | 146,000,000 | 124,000,000 | ||||
Valuation allowance related to operating loss | 480,000,000 | |||||
Accrual for income tax liability | 11,000,000 | 4,000,000 | ||||
Uncertain tax position liability | 0 | |||||
Income tax penalties and interest expense | 0 | 0 | $ 0 | |||
Accrued income tax penalties and interest | 0 | 0 | ||||
Other intangible assets | 70,000,000 | 0 | ||||
Deferred tax asset | 739,000,000 | 560,000,000 | ||||
Outside basis investment in partnership | 0 | $ 25,000,000 | ||||
GBT JerseyCo | ||||||
Income Taxes | ||||||
Equity interest ownership percentage | 100% | 16% | ||||
GBT Jersey Co and its subsidiaries | ||||||
Income Taxes | ||||||
Net deferred tax liability | $ 43,000,000 | |||||
Deferred tax asset | $ 25,000,000 | |||||
GBT JerseyCo | ||||||
Income Taxes | ||||||
Foregone foreign branch/partnership deferred tax credits | 299,000,000 | |||||
Other intangible assets | $ 155,000,000 | |||||
U.K. | ||||||
Income Taxes | ||||||
Percentage of increase in income tax rate | 9% |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | $ (145) | $ (287) | $ (653) |
U.S. | |||
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | (37) | (129) | (32) |
U.K. | |||
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | (57) | (95) | (441) |
Other | |||
Income Taxes | |||
Loss before income taxes and share of losses from equity method investments | $ (51) | $ (63) | $ (180) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of Benefit From Income Taxes (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | |||
Current income tax (expense) benefit | $ (21) | $ (4) | $ 8 |
Deferred tax benefit | 30 | 65 | 178 |
Benefit from income taxes | 9 | 61 | 186 |
U.S. | |||
Income Taxes | |||
Current income tax (expense) benefit | (14) | 0 | 4 |
Deferred tax benefit | 34 | 35 | 22 |
U.K. | |||
Income Taxes | |||
Current income tax (expense) benefit | 0 | (1) | 1 |
Deferred tax benefit | 0 | 28 | 132 |
Other | |||
Income Taxes | |||
Current income tax (expense) benefit | (7) | (3) | 3 |
Deferred tax benefit | $ (4) | $ 2 | $ 24 |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Statutory tax rate | 21% | 21% | 19% |
Tax benefit at statutory tax rate | $ 31 | $ 60 | $ 124 |
Changes in taxes resulting from: | |||
Impact of Up-C structure/ Foreign branch accounting | 7 | (4) | 0 |
Income not subject to tax | 4 | 4 | 0 |
Expenses not deductible for tax | (10) | (16) | (14) |
Minimum taxes | (4) | 0 | 0 |
Local, state, and withholding taxes | (5) | 7 | 2 |
Change in valuation allowance | (17) | (11) | (17) |
Change in enacted tax rates | 0 | 0 | 35 |
Rate differential in the United Kingdom | 0 | 6 | 24 |
Foreign tax rate differential | 3 | 1 | 14 |
Return to provision adjustment | 1 | 13 | 11 |
Tax settlement and uncertain tax positions | 0 | 3 | 6 |
Other | (1) | (2) | 1 |
Benefit from income taxes | $ 9 | $ 61 | $ 186 |
Effective tax rate | 6.32% | 21.26% | 28.39% |
Income Taxes - Components of th
Income Taxes - Components of the Company's Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Outside basis investment in partnership | $ 0 | $ 25 |
Net operating loss carryforwards | 396 | 392 |
Pension liability | 79 | 38 |
Interest expense deduction restriction | 61 | 45 |
Operating lease liabilities | 25 | 20 |
Stock compensation | 28 | 15 |
Property and equipment | 17 | 12 |
Accrued liabilities | 26 | 12 |
Goodwill | 180 | 117 |
Other intangible assets | 70 | 0 |
Other | 3 | 8 |
Valuation allowance | (146) | (124) |
Deferred tax assets | 739 | 560 |
Netted against deferred tax liabilities | (458) | (227) |
Deferred tax assets as presented in the consolidated balance sheets | 281 | 333 |
Deferred tax liabilities: | ||
Foregone foreign branch/partnership deferred tax credits | 299 | 43 |
Other intangible assets | (136) | (175) |
Operating lease ROU assets | (18) | (15) |
Property and equipment | (1) | (10) |
Goodwill | (4) | (4) |
Other | (5) | (4) |
Deferred tax liabilities | (463) | (251) |
Netted against deferred tax assets | 458 | 227 |
Deferred tax liabilities as presented in the consolidated balance sheets | $ (5) | $ (24) |
Income Taxes - Summary of Net O
Income Taxes - Summary of Net Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Income Taxes | |
Net operating loss carryforwards | $ 1,968 |
2024-2028 | |
Income Taxes | |
Net operating loss carryforwards | 22 |
2029-2033 | |
Income Taxes | |
Net operating loss carryforwards | 21 |
2034-2043 | |
Income Taxes | |
Net operating loss carryforwards | $ 9 |
Income Taxes - Schedule of Move
Income Taxes - Schedule of Movement of Uncertain Tax Position Liability (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of uncertain tax position | |||
Balance, beginning of the year | $ 4 | $ 7 | $ 9 |
Increases to tax positions related to acquisitions | 0 | 0 | 4 |
Increases to tax positions related to the current year | 8 | 1 | 0 |
Decrease in tax positions related to prior years | (1) | 0 | (6) |
Release due to expiry of statute of limitations | 0 | (4) | 0 |
Balance, end of the year | $ 11 | $ 4 | $ 7 |
Allowances for Expected Credi_3
Allowances for Expected Credit Losses - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Allowances for Expected Credit Losses | ||||
Increase in the allowance for credit losses | $ 12 | $ 23 | $ 4 | |
Decrease in deferred tax liabilities | 5 | 24 | ||
Increase in accumulated deficit | $ (1,437) | $ (175) | ||
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 in Company's Allowance for Credit Losses (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2021 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance as of December 31, 2022 | $ 23 | |
Provision for expected credit losses during the year | 9 | $ 19 |
Write-offs | (22) | (4) |
Foreign exchange | 2 | |
Balance as of December 31, 2023 | $ 12 | 4 |
Adoption of ASC 326 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Provision for expected credit losses during the year | $ 4 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid technology costs | $ 36 | $ 30 |
Prepaid travel expenses | 13 | 26 |
Income tax receivable | 12 | 13 |
Value added and similar taxes receivables | 10 | 11 |
Other prepayments and receivables | 45 | 50 |
Prepaid expenses and other current assets | $ 116 | $ 130 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment, Other | ||
Total property and equipment | $ 590 | $ 495 |
Less: accumulated depreciation and amortization | (358) | (277) |
Property and equipment, net | 232 | 218 |
Capitalized software for internal use | ||
Property and Equipment, Other | ||
Total property and equipment | 452 | 365 |
Computer equipment | ||
Property and Equipment, Other | ||
Total property and equipment | 66 | 71 |
Leasehold improvements | ||
Property and Equipment, Other | ||
Total property and equipment | 62 | 49 |
Furniture, fixtures and other equipment | ||
Property and Equipment, Other | ||
Total property and equipment | 9 | 5 |
Capital projects in progress | ||
Property and Equipment, Other | ||
Total property and equipment | $ 1 | $ 5 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property and Equipment, Other | |||
Depreciation and amortization, property and equipment | $ 104 | $ 89 | $ 86 |
Computer equipment | |||
Property and Equipment, Other | |||
Capital lease assets | 11 | 6 | |
Accumulated depreciation | 5 | 3 | |
Capitalized software for internal use | |||
Property and Equipment, Other | |||
Depreciation and amortization, property and equipment | $ 71 | $ 62 | $ 52 |
Reverse Recapitalization (Detai
Reverse Recapitalization (Details) $ in Millions | 12 Months Ended | |||
May 27, 2022 USD ($) | Dec. 31, 2023 shares | Dec. 31, 2022 shares | Dec. 02, 2021 USD ($) shares | |
PIPE | ||||
Reverse Recapitalization | ||||
Proceeds from PIPE investment | $ | $ 323.5 | |||
PIPE | APSG | ||||
Reverse Recapitalization | ||||
Aggregate common stock subscribed purchase price | $ | $ 2 | |||
Class A common stock | ||||
Reverse Recapitalization | ||||
Common stock, shares outstanding (in shares) | shares | 467,092,817 | 67,753,543 | ||
Class A common stock | IPO | ||||
Reverse Recapitalization | ||||
Common stock subscribed (in shares) | shares | 33,500,000 | |||
Class A common stock | PIPE | ||||
Reverse Recapitalization | ||||
Aggregate common stock subscribed purchase price | $ | $ 335 | |||
Class B common stock | ||||
Reverse Recapitalization | ||||
Exchange agreement, conversion ratio | 1 | |||
Common stock, shares outstanding (in shares) | shares | 0 | 394,448,481 | ||
Class B common stock | GBT JerseyCo | ||||
Reverse Recapitalization | ||||
Exchange agreement, conversion ratio | 1 | |||
GBTG | ||||
Reverse Recapitalization | ||||
Proceeds from issuance of common stock | $ | 365 | |||
Cash | $ | $ 42 | |||
GBTG | Class A common stock | ||||
Reverse Recapitalization | ||||
Common stock, shares outstanding (in shares) | shares | 56,945,033 | |||
GBTG | Class B common stock | ||||
Reverse Recapitalization | ||||
Common stock, shares outstanding (in shares) | shares | 394,448,481 | |||
GBTG | GBT JerseyCo | ||||
Reverse Recapitalization | ||||
Voting interest percentage | 100% | |||
Equity interest acquired | 13% |
Business Acquisitions (Details)
Business Acquisitions (Details) $ in Millions | 2 Months Ended | 12 Months Ended | |||||
Nov. 01, 2021 USD ($) shares | Jan. 21, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Dec. 31, 2023 business | Dec. 31, 2022 USD ($) business | Dec. 31, 2021 USD ($) business | Sep. 30, 2022 USD ($) | |
Business Acquisitions | |||||||
Number of businesses acquired | business | 0 | 0 | 2 | ||||
Additional deferred tax assets | $ 124 | ||||||
Ovation Group | |||||||
Business Acquisitions | |||||||
Purchase consideration | $ 57 | ||||||
Deferred contingent consideration | 4 | 4 | |||||
Acquisition related cost | $ 3 | ||||||
Revenue | $ 23 | ||||||
Net loss | 16 | ||||||
Egencia | |||||||
Business Acquisitions | |||||||
Acquisition related cost | 13 | ||||||
Revenue | 33 | ||||||
Net loss | 26 | ||||||
Expedia acquisition, shares issued (in shares) | shares | 8,413,972 | ||||||
Fair value of shares issued | $ 816 | ||||||
Additional deferred tax assets | $ 124 | ||||||
Loss contingency | $ 19 | ||||||
Aggregate acquisition related costs | $ 15 | ||||||
Proforma revenue | 889 | ||||||
Business acquisition, pro forma net loss | $ 701 | ||||||
Expedia | |||||||
Business Acquisitions | |||||||
Expedia acquisition, shares issued (in shares) | shares | 59,111 | ||||||
Working capital adjustments payable | $ 6 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Changes in Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Changes in goodwill | ||
Beginning balance | $ 1,188 | $ 1,358 |
Egencia acquisition adjustments | (118) | |
Currency translation adjustments | 24 | (52) |
Ending balance | $ 1,212 | $ 1,188 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 |
Accumulated goodwill impairment loss | 0 | ||
Amortization expense | $ 90,000,000 | $ 93,000,000 | $ 67,000,000 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Other Intangible Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other intangible assets with definite lives | ||
Cost | $ 1,173 | $ 1,161 |
Accumulated amortization | (621) | (525) |
Net | 552 | 636 |
Trademarks/trade names | ||
Other intangible assets with definite lives | ||
Cost | 114 | 116 |
Accumulated amortization | (73) | (69) |
Net | 41 | 47 |
Business client relationships | ||
Other intangible assets with definite lives | ||
Cost | 801 | 788 |
Accumulated amortization | (305) | (240) |
Net | 496 | 548 |
Supplier relationship | ||
Other intangible assets with definite lives | ||
Cost | 254 | 253 |
Accumulated amortization | (239) | (213) |
Net | 15 | 40 |
Travel partner network | ||
Other intangible assets with definite lives | ||
Cost | 4 | 4 |
Accumulated amortization | (4) | (3) |
Net | $ 0 | $ 1 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net -Schedule of Estimated Amortization Expense (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 71 | |
2025 | 50 | |
2026 | 49 | |
2027 | 48 | |
2028 | 48 | |
Thereafter | 286 | |
Net | $ 552 | $ 636 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | |||
Operating lease cost | $ 31 | $ 26 | $ 28 |
Short-term lease cost | 5 | 5 | 2 |
Finance lease amounts relating to amortization of ROU assets and interest on finance lease obligations | 2 | 1 | 2 |
Operating lease right-of-use asset, accelerated amortization | $ 7 | $ 0 | $ 1 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Cash used in operating activities related to operating leases | $ 30 | $ 30 | $ 30 |
Cash used in financing activities related to finance leases | 2 | 2 | 2 |
ROU assets obtained in exchange for lease obligations: | |||
Operating lease | 10 | 21 | 9 |
Finance lease | 2 | 1 | 0 |
Additions to ROU assets on account of business acquisitions, Operating lease | $ 0 | $ 0 | $ 20 |
Leases - Supplemental Other Inf
Leases - Supplemental Other Information (Details) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Weighted average remaining lease term: | |||
Operating leases | 5 years 10 months 24 days | 6 years 2 months 12 days | 5 years 4 months 24 days |
Finance leases | 2 years 3 months 18 days | 1 year 2 months 12 days | 1 year 8 months 12 days |
Weighted average discount rate: | |||
Operating lease | 9.03% | 8.42% | 7.15% |
Finance lease | 9.66% | 5.08% | 3.56% |
Leases - Undiscounted Future Pa
Leases - Undiscounted Future Payments (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Amount | ||
2024 | $ 23 | |
2025 | 18 | |
2026 | 14 | |
2027 | 10 | |
2028 | 6 | |
Thereafter | 24 | |
Total | 95 | |
Less: Interest cost included | (23) | |
Total lease liabilities | 72 | |
Less: Current portion of lease liabilities | (17) | $ (17) |
Long-term operating lease liabilities | $ 55 | $ 61 |
Other Non-Current Assets (Detai
Other Non-Current Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Cloud computing arrangements | $ 24 | $ 11 |
Restricted cash | 13 | 13 |
Derivative asset | 7 | 10 |
Other assets | 6 | 13 |
Other non-current assets | $ 50 | $ 47 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued payroll and related costs | $ 184 | $ 196 |
Accrued operating expenses | 160 | 147 |
Client deposits | 53 | 56 |
Accrued restructuring costs | 30 | 11 |
Deferred revenue | 19 | 19 |
Value added and similar taxes payable | 12 | 9 |
Other payables | 8 | 14 |
Accrued expenses and other current liabilities | $ 466 | $ 452 |
Restructuring, Exit and Relat_3
Restructuring, Exit and Related Charges - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Jan. 24, 2023 | Dec. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Employee severance costs | $ 35 | $ 4 |
Restructuring, Exit and Relat_4
Restructuring, Exit and Related Charges - Accrued Restructuring and Related Costs (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 11 | $ 69 | $ 97 |
Accruals | 52 | (3) | 14 |
Acquired on acquisition | 30 | ||
Reclassification | 0 | ||
Non-Cash | (10) | (1) | |
Cash settled | (23) | (55) | (71) |
Ending balance | 30 | 11 | 69 |
Impairment of operating lease ROU and other assets | 1 | ||
Employee Related | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 8 | 64 | 94 |
Accruals | 39 | (1) | 13 |
Acquired on acquisition | 30 | ||
Reclassification | (4) | ||
Non-Cash | 0 | 0 | |
Cash settled | (21) | (55) | (69) |
Ending balance | 26 | 8 | 64 |
Facility Non-Lease Related | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 3 | 5 | 3 |
Accruals | 3 | (2) | 0 |
Acquired on acquisition | 0 | ||
Reclassification | 4 | ||
Non-Cash | 0 | 0 | |
Cash settled | (2) | 0 | (2) |
Ending balance | 4 | 3 | 5 |
Facility Lease Related | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Accruals | 10 | 0 | 1 |
Acquired on acquisition | 0 | ||
Reclassification | 0 | ||
Non-Cash | (10) | (1) | |
Cash settled | 0 | 0 | 0 |
Ending balance | 0 | $ 0 | $ 0 |
Facility Lease Related | General and administrative | |||
Restructuring Reserve [Roll Forward] | |||
Accruals | 7 | ||
Facility Lease Related | Depreciation and Amortization Expenses | |||
Restructuring Reserve [Roll Forward] | |||
Accruals | $ 3 |
Long-term Debt - Summary of Out
Long-term Debt - Summary of Outstanding Long-Term Debt (Details) - USD ($) $ in Millions | 12 Months Ended | ||||
Jan. 25, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Long-term Debt | |||||
Long-term debt, gross | $ 1,378 | ||||
Less: Unamortized debt discount and debt issuance costs | (16) | $ (17) | $ (19) | $ (19) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,362 | ||||
Less: Current portion of long-term debt | (7) | (3) | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,355 | 1,219 | |||
Other Borrowings | |||||
Long-term Debt | |||||
Long-term debt, gross | 6 | ||||
Less: Unamortized debt discount and debt issuance costs | 0 | ||||
Total debt, net of unamortized debt discount and debt issuance costs | 6 | ||||
Senior Secured Credit Agreement | |||||
Long-term Debt | |||||
Long-term debt, gross | 1,378 | 1,239 | |||
Less: Unamortized debt discount and debt issuance costs | (16) | (17) | |||
Total debt, net of unamortized debt discount and debt issuance costs | 1,362 | 1,222 | |||
Less: Current portion of long-term debt | (7) | (3) | |||
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,355 | 1,219 | |||
Senior Secured Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||||
Long-term Debt | |||||
Basis floor (percentage) | 1% | ||||
Senior Secured Credit Agreement | Senior secured initial term loans | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 237 | 239 | |||
Senior Secured Credit Agreement | Senior secured initial term loans | London Interbank Offered Rate (LIBOR) | |||||
Long-term Debt | |||||
Basis spread (in percent) | 2.50% | ||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 1,000 | 1,000 | |||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | London Interbank Offered Rate (LIBOR) | |||||
Long-term Debt | |||||
Basis spread (in percent) | 6.50% | ||||
Basis floor (percentage) | 1% | ||||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 135 | 0 | |||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Secured Overnight Financing Rate (SOFR) | |||||
Long-term Debt | |||||
Basis spread (in percent) | 6% | ||||
Basis floor (percentage) | 1% | ||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 0 | 0 | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | London Interbank Offered Rate (LIBOR) | |||||
Long-term Debt | |||||
Basis spread (in percent) | 2.25% | ||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR) | |||||
Long-term Debt | |||||
Basis spread (in percent) | 0.10% | ||||
Senior Secured Credit Agreement | Other Borrowings | |||||
Long-term Debt | |||||
Long-term debt, gross | $ 6 | $ 0 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) | 2 Months Ended | 12 Months Ended | |||||||
Jan. 25, 2023 | Dec. 02, 2021 | Aug. 13, 2018 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 20, 2021 | Sep. 04, 2020 | |
Long-term Debt | |||||||||
Loss on early extinguishment of debt | $ 0 | $ 0 | $ (49,000,000) | ||||||
Unconditional guarantee, Percentage of EBITDA | 70% | ||||||||
Minimum | |||||||||
Long-term Debt | |||||||||
Unconditional guarantee, Percentage of consolidated assets | 70% | ||||||||
Unconditional guarantee, Amount of EBITDA | $ 100,000,000 | ||||||||
Senior secured initial term loans | |||||||||
Long-term Debt | |||||||||
Debt instrument, periodic payment | $ 3,000,000 | 3,000,000 | $ 3,000,000 | ||||||
Senior secured revolving credit facility | |||||||||
Long-term Debt | |||||||||
Unused commitment fee (percentage) | 0.375% | ||||||||
Outstanding borrowings | $ 0 | ||||||||
Senior secured revolving credit facility | Line of credit, foreign currencies | |||||||||
Long-term Debt | |||||||||
Maximum borrowing capacity | $ 30,000,000 | ||||||||
Senior secured revolving credit facility | Letters of credit | |||||||||
Long-term Debt | |||||||||
Maximum borrowing capacity | 10,000,000 | ||||||||
Proceeds from lines of credit | 7,000,000 | ||||||||
Line of credit facility, remaining borrowing capacity | 43,000,000 | ||||||||
Senior secured revolving credit facility | Swingline borrowings | |||||||||
Long-term Debt | |||||||||
Maximum borrowing capacity | $ 10,000,000 | ||||||||
Senior Secured Credit Agreement | |||||||||
Long-term Debt | |||||||||
Loss on early extinguishment of debt | $ 49,000,000 | ||||||||
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 | 11.50% | 8.20% | 7% | ||||||
Senior Secured Credit Agreement | Minimum | |||||||||
Long-term Debt | |||||||||
Minimum aggregate amount of Liquidity | $ 200,000,000 | ||||||||
Leverage ratio | 1% | ||||||||
Senior Secured Credit Agreement | Maximum | |||||||||
Long-term Debt | |||||||||
Leverage ratio | 3.50% | ||||||||
Senior Secured Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||||||||
Long-term Debt | |||||||||
Floor (in percent) | 1% | ||||||||
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 | $ 250,000,000 | ||||||||
Percentage of discount | 0.25% | ||||||||
Percentage of quarterly installments payable of the principal | 0.25% | ||||||||
Senior Secured Credit Agreement | Senior secured initial term loans | London Interbank Offered Rate (LIBOR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 2.50% | ||||||||
Senior Secured Credit Agreement | Senior secured initial term loans | Synthetic London Interbank Offered Rate 1 (LIBOR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 2.50% | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | |||||||||
Long-term Debt | |||||||||
Principal amount | $ 50,000,000 | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | London Interbank Offered Rate (LIBOR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 2.25% | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Adjusted Secured Overnight Financing Rate (SOFR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 5.50% | ||||||||
Floor (in percent) | 1% | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 0.10% | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 4.75% | ||||||||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR) | Maximum | |||||||||
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 | |||||||||
Long-term Debt | |||||||||
Principal amount | $ 400,000,000 | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-2 delayed-draw incremental term loan facility | |||||||||
Long-term Debt | |||||||||
Principal amount | $ 200,000,000 | ||||||||
Amount to be borrowed in each quarter | $ 50,000,000 | ||||||||
Senior Secured Credit Agreement | Senior secured prior tranche B-2 term loan facility | |||||||||
Long-term Debt | |||||||||
Principal amount | $ 150,000,000 | ||||||||
Principal amount of loans borrowed | $ 50,000,000 | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | |||||||||
Long-term Debt | |||||||||
Principal amount | 1,000,000,000 | ||||||||
Borrowings in a principal amount | $ 800,000,000 | ||||||||
Amount of senior debt borrowed | $ 200,000,000 | ||||||||
Upfront commitment fee | $ 15,000,000 | ||||||||
Unused commitment fee (percentage) | 3% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | London Interbank Offered Rate (LIBOR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 6.50% | ||||||||
Floor (in percent) | 1% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | London Interbank Offered Rate (LIBOR) | Minimum | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 5% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | London Interbank Offered Rate (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% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | Secured Overnight Financing Rate (SOFR) | Minimum | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 5.25% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term facility | Secured Overnight Financing Rate (SOFR) | Maximum | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 6.75% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | |||||||||
Long-term Debt | |||||||||
Principal amount | $ 135,000,000 | ||||||||
Percentage of discount | 3% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Secured Overnight Financing Rate (SOFR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 6% | ||||||||
Floor (in percent) | 1% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | London Interbank Offered Rate (LIBOR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 6.50% | ||||||||
Floor (in percent) | 1% | ||||||||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | Adjusted Secured Overnight Financing Rate (SOFR) | |||||||||
Long-term Debt | |||||||||
Applicable margin on interest rate (in percent) | 6% | ||||||||
Floor (in percent) | 1% |
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, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Discount and Debt Issuance Costs [Roll Forward] | |||
Beginning balance | $ 17 | $ 19 | $ 19 |
Capitalized during the year | (5) | (3) | (18) |
Amortized/written-off during the year | 6 | 5 | 18 |
Closing balance | $ 16 | $ 17 | 19 |
Amount of debt discount and debt issuance costs written off as loss on extinguishment of debt | $ 13 |
Long-term Debt - Aggregate Matu
Long-term Debt - Aggregate Maturities of Debt (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Long-term Debt | ||||
2024 | $ 7 | |||
2025 | 236 | |||
2026 | 1,135 | |||
Total | 1,378 | |||
Less: Unamortized debt discount and debt issuance costs | (16) | $ (17) | $ (19) | $ (19) |
Total debt, net of unamortized debt discount and debt issuance costs | 1,362 | |||
Term Loans | ||||
Long-term Debt | ||||
2024 | 3 | |||
2025 | 234 | |||
2026 | 1,135 | |||
Total | 1,372 | |||
Less: Unamortized debt discount and debt issuance costs | (16) | |||
Total debt, net of unamortized debt discount and debt issuance costs | 1,356 | |||
Other Borrowings | ||||
Long-term Debt | ||||
2024 | 4 | |||
2025 | 2 | |||
2026 | 0 | |||
Total | 6 | |||
Less: Unamortized debt discount and debt issuance costs | 0 | |||
Total debt, net of unamortized debt discount and debt issuance costs | $ 6 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Benefit Plans | |||
Amount of contributions for plans | $ 31 | $ 31 | $ 20 |
Aggregate projected benefit obligations of plans | 631 | 570 | $ 1,001 |
Aggregate accumulated benefit obligation of plans | 614 | 556 | |
Actuarial loss (gain), net | 24 | (339) | |
Employer contributions | 29 | $ 32 | |
Amount of expected contributions to defined benefit pension plans | $ 29 | ||
Foreign Plan | |||
Employee Benefit Plans | |||
Hedged percent | 70% | ||
Matching assets | Foreign Plan | |||
Employee Benefit Plans | |||
Target allocation percentage | 44% | ||
Return-seeking assets | Foreign Plan | |||
Employee Benefit Plans | |||
Target allocation percentage | 56% |
Employee Benefit Plans - Summar
Employee Benefit Plans - Summary of Changes in Defined Benefit Obligation and Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Changes in benefit obligation: | |||
Benefit obligation, beginning of year | $ 570 | $ 1,001 | |
Service cost | 4 | 5 | $ 6 |
Interest cost | 26 | 16 | 13 |
Plan participants’ contribution | 1 | 1 | |
Actuarial loss (gain), net | 24 | (339) | |
Benefit paid | (20) | (18) | |
Curtailments and settlements | (5) | (3) | |
Expenses paid from assets | (1) | (1) | |
Currency translation adjustment | 32 | (92) | |
Benefit obligation, end of year | $ 631 | $ 570 | 1,001 |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Other (loss) income, net | Other (loss) income, net | |
Change in fair value of plan assets: | |||
Fair value of plan assets, beginning of year | $ 425 | $ 670 | |
Employer contributions | 29 | 32 | |
Plan participants’ contributions | 1 | 1 | |
Benefits paid | (20) | (18) | |
Actual return on plan assets | (2) | (194) | |
Expenses paid from assets | (1) | (1) | |
Plan settlements | (5) | (3) | |
Currency translation adjustments | 25 | (62) | |
Fair value of plan assets, end of year | 452 | 425 | $ 670 |
Unfunded status | $ 179 | $ 145 |
Employee Benefit Plans - Summ_2
Employee Benefit Plans - Summary of Amount Included in Accumulated Other Comprehensive Loss (Details) - AOCI Including Portion Attributable to Noncontrolling Interest - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Employee Benefit Plans | ||
Unrecognized net actuarial loss | $ 67 | $ 20 |
Unrecognized prior service cost | 2 | 2 |
Total | 69 | 22 |
Deferred taxes | (6) | 5 |
Amounts recognized in accumulated other comprehensive loss | $ 63 | $ 27 |
Employee Benefit Plans - Compon
Employee Benefit Plans - Components of Net Periodic Pension Cost (Benefit) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |||
Service cost | $ 4 | $ 5 | $ 6 |
Interest cost | $ 26 | $ 16 | $ 13 |
Defined Benefit Plan, Net Periodic Benefit (Cost) Credit, Expected Return (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other (loss) income, net | Other (loss) income, net | Other (loss) income, net |
Expected return on plan assets | $ (20) | $ (26) | $ (25) |
Amortization of actuarial (gain) loss | (2) | 2 | 4 |
Curtailments and settlements | 1 | 0 | (1) |
Net periodic pension cost (benefit) | $ 9 | $ (3) | $ (3) |
Employee Benefit Plans - Summ_3
Employee Benefit Plans - Summary of Weighted Average Assumptions (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Net periodic pension cost (benefit): | |||
Interest cost discount rate | 4.50% | 1.70% | 1.20% |
Expected long-term return on plan assets | 4.90% | 4.50% | 4.40% |
Rate of compensation increase | 2.80% | 3.10% | 2.60% |
Projected benefit obligation: | |||
Discount rate | 4.20% | 4.50% |
Employee Benefit Plans - Fair V
Employee Benefit Plans - Fair Value of Pension Plan Assets (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Fair value of pension plan assets | |||
Fair value of pension plan assets | $ 452 | $ 425 | $ 670 |
Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 403 | 380 | |
Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 14 | 33 | |
Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 271 | 226 | |
Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 118 | 121 | |
NAV | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 49 | 45 | |
Liability-driven investments | Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 154 | 129 | |
Liability-driven investments | Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Liability-driven investments | Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 154 | 129 | |
Liability-driven investments | Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Equity funds | Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 83 | 72 | |
Equity funds | Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Equity funds | Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 32 | 18 | |
Equity funds | Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 51 | 54 | |
Debt funds | Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 36 | 35 | |
Debt funds | Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Debt funds | Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 30 | 27 | |
Debt funds | Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 6 | 8 | |
Real estate funds | Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 63 | 63 | |
Real estate funds | Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Real estate funds | Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 41 | 44 | |
Real estate funds | Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 22 | 19 | |
Other | Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 53 | 48 | |
Other | Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Other | Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 14 | 8 | |
Other | Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 39 | 40 | |
Cash and cash equivalents | Level 1, 2 and 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 14 | 33 | |
Cash and cash equivalents | Level 1 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 14 | 33 | |
Cash and cash equivalents | Level 2 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | 0 | 0 | |
Cash and cash equivalents | Level 3 | |||
Fair value of pension plan assets | |||
Fair value of pension plan assets | $ 0 | $ 0 |
Employee Benefit Plans - Estima
Employee Benefit Plans - Estimated Future Benefit Payments (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Retirement Benefits [Abstract] | |
2024 | $ 22 |
2025 | 24 |
2026 | 24 |
2027 | 25 |
2028 | 26 |
2029-2033 | $ 154 |
Other non-current liabilities (
Other non-current liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Other Liabilities, Noncurrent [Abstract] | ||
Contractual upfront or commission payables | $ 9 | $ 19 |
Asset retirement obligations | $ 14 | $ 18 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Outstanding non-cancellable purchase commitments | $ 239 |
Non-cancellable purchase commitments related to the next twelve months | 101 |
Bank guarantees | $ 25 |
Warrants (Details)
Warrants (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Oct. 31, 2022 shares | Oct. 12, 2022 $ / shares shares | |
Warrants | ||||
Number of warrants outstanding (in shares) | 39,451,067 | |||
Exercise price of warrants (in dollars per share) | $ / shares | $ 11.50 | |||
Amount of liability extinguished and credit to additional paid in capital | $ | $ 59 | $ 59 | ||
Class A common stock | ||||
Warrants | ||||
Number of shares of common stock received for each warrant (in shares) | 0.275 | |||
Number of shares of common stock received for warrants (in shares) | 364,147 | 10,444,363 | ||
Exchange ratio | 0.2475 |
Earnout Derivative Liabilities
Earnout Derivative Liabilities (Details) $ / shares in Units, $ in Millions | 12 Months Ended | |||
May 27, 2022 trading_day $ / shares shares | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Earnout Shares | ||||
Term for shares to be issued | 5 years | |||
Stock-based compensation expense | $ | $ 75 | $ 39 | $ 3 | |
Initial fair value of the earnout shares liability | $ | 77 | |||
Gain on fair value change in earnout shares liability | $ | $ 13 | 10 | ||
Earnout Shares | ||||
Earnout Shares | ||||
Earnout shares (in shares) | shares | 15,000,000 | 23,000,000 | ||
Sponsor Side Letter | ||||
Earnout Shares | ||||
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares) | shares | 8,000,000 | |||
GBTG MIP Options | ||||
Earnout Shares | ||||
Stock-based compensation expense | $ | $ 0 | $ 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 | trading_day | 20 | |||
Number of consecutive trading days | trading_day | 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 | trading_day | 20 | |||
Number of consecutive trading days | trading_day | 30 | |||
Term for shares to be issued | 5 years |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended | |||
Jan. 26, 2023 shares | May 31, 2022 shares | Dec. 31, 2023 USD ($) offeringPeriod shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / shares | |
Equity-Based Compensation | |||||
Equity-based compensation expense | $ | $ 75 | $ 39 | $ 3 | ||
Equity-based compensation expense after tax | $ | $ 57 | 31 | $ 3 | ||
Employee Stock Purchase Plan | Class A common stock | |||||
Equity-Based Compensation | |||||
Shares reserved for issuance (in shares) | 10,300,000 | ||||
Maximum percentage of deduction in eligible compensation to purchase shares | 15% | ||||
Number of offering periods per year | offeringPeriod | 2 | ||||
Number of months in offering period | 6 months | ||||
Purchase price of common stock expressed as a percentage of its fair value | 85% | ||||
Percentage of number of all common stock outstanding considered for automatic increase of shares available for purchase under the plan | 1% | ||||
Shares purchased under ESPP (in shares) | 775,338,000,000 | ||||
GBTG MIP Options | |||||
Equity-Based Compensation | |||||
Weighted average grant date fair value (in dollars per share) | $ / shares | $ 3.02 | ||||
Equity-based compensation expense | $ | $ 0 | $ 2 | |||
Compensation expense related to unvested GBTG MIP Options to be recognized | $ | $ 2 | ||||
Expected weighted average period compensation costs to be recognized (years) | 1 year | ||||
GBTG MIP Options | Management Incentive Plan | Five year vesting period | |||||
Equity-Based Compensation | |||||
Annual vesting percentage | 20% | ||||
GBTG MIP Options | Management Incentive Plan | Three year vesting period | |||||
Equity-Based Compensation | |||||
Annual vesting percentage | 33.33% | ||||
Employee Stock Option | |||||
Equity-Based Compensation | |||||
Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 21) (in shares) | 2,059,984 | ||||
Awards granted (in shares) | 1,344,935 | ||||
Employee Stock Option | Management Incentive Plan | |||||
Equity-Based Compensation | |||||
Stock options cancelled (in shares) | 10,088,754 | 10,088,754 | |||
Shares issued, net, on vesting / exercise of equity awards and pursuant to ESPP ( see note 21) (in shares) | 2,699,885 | 5,303,488 | |||
RSU | |||||
Equity-Based Compensation | |||||
Expected weighted average period compensation costs to be recognized (years) | 1 year 9 months 18 days | ||||
Compensation expense related to unvested RSUs to be recognized | $ | $ 103 | ||||
RSU | Equity Incentive Plan 2022 | |||||
Equity-Based Compensation | |||||
Annual vesting percentage | 33.33% | ||||
Awards granted (in shares) | 4,817,144 | 19,000,000 | |||
RSU | Equity Incentive Plan 2022 | Class A common stock | |||||
Equity-Based Compensation | |||||
Awards granted (in shares) | 18,891,566 | ||||
Minimum | GBTG MIP Options | Management Incentive Plan | |||||
Equity-Based Compensation | |||||
Sponsor side letter vesting period | 3 years | ||||
Minimum | RSU | Equity Incentive Plan 2022 | |||||
Equity-Based Compensation | |||||
Sponsor side letter vesting period | 12 months | ||||
Maximum | Equity Incentive Plan 2022 | Class A common stock | |||||
Equity-Based Compensation | |||||
Shares reserved for issuance (in shares) | 47,870,291 | ||||
Maximum | Employee Stock Purchase Plan | Class A common stock | |||||
Equity-Based Compensation | |||||
Shares reserved for issuance (in shares) | 11,068,989 | ||||
Maximum | GBTG MIP Options | Management Incentive Plan | |||||
Equity-Based Compensation | |||||
Sponsor side letter vesting period | 5 years | ||||
Maximum | RSU | Equity Incentive Plan 2022 | |||||
Equity-Based Compensation | |||||
Sponsor side letter vesting period | 36 months |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jan. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Aggregate intrinsic value (in $ millions) | ||||
Payment of taxes withheld on vesting of equity awards | $ 14 | $ 0 | $ 0 | |
Employee Stock Option | ||||
Number of stock options | ||||
Exercised (in shares) | (2,059,984) | |||
Employee Stock Option | Management Incentive Plan | ||||
Number of stock options | ||||
Beginning balance (in shares) | 36,397,677 | |||
Cancelled pursuant to exchange offer (in shares) | (10,088,754) | (10,088,754) | ||
Exercised (in shares) | (2,699,885) | (5,303,488) | ||
Expired (in shares) | (1,262,415) | |||
Forfeited (in shares) | (153,113) | |||
Ending balance (in shares) | 19,589,907 | 36,397,677 | ||
Exercisable (in shares) | 18,419,155 | |||
Expected to vest (in shares) | 1,170,752 | |||
Weighted average exercise price per stock option | ||||
Beginning balance (in dollars per share) | $ 7.66 | |||
Cancelled pursuant to exchange offer (in dollars per share) | 10.36 | |||
Exercised (in dollars per share) | 6.17 | |||
Expired (in dollars per share) | 7.87 | |||
Forfeited (in dollars per share) | 13.68 | |||
Ending balance (in dollars per share) | 6.99 | $ 7.66 | ||
Exercisable (in dollars per share) | 6.78 | |||
Expected to vest (in dollars per share) | $ 10.27 | |||
Weighted average remaining contractual term (in years) | ||||
Exercisable as of period end | 2 years 9 months 18 days | |||
Expected to vest as of period end | 7 years 9 months 18 days | |||
Aggregate intrinsic value (in $ millions) | ||||
Exercisable as of period end | $ 6 | |||
Number of shares withheld to cover the option costs and taxes (in shares) | 4,469,741 | |||
Payment of taxes withheld on vesting of equity awards | $ 2 |
Equity-Based Compensation - Val
Equity-Based Compensation - Valuation Assumptions (Details) - Employee Stock Option $ in Millions | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Equity-Based Compensation | |
Annual risk-free interest rate | 1.15% |
Equity volatility | 29% |
Expected average life of options | 6 years |
Dividend yield | $ 0 |
Equity-Based Compensation - 202
Equity-Based Compensation - 2022 Equity Incentive Plan (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Jan. 26, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Weighted average grant date fair value | ||||
Payment of taxes withheld on vesting of equity awards | $ 14 | $ 0 | $ 0 | |
2022 Plan | RSU | ||||
Number of RSUs | ||||
Granted (in shares) | 4,817,144 | 19,000,000 | ||
Weighted average grant date fair value | ||||
Number of shares withheld to cover the option costs and taxes (in shares) | 1,624,893 | |||
Payment of taxes withheld on vesting of equity awards | $ 12 | |||
2022 Plan | RSU | Class A common stock | ||||
Number of RSUs | ||||
Beginning balance (in shares) | 11,288,745 | |||
Granted (in shares) | 18,891,566 | |||
Forfeited (in shares) | (1,411,191) | |||
Vested (in shares) | (4,333,796) | |||
Ending balance (in shares) | 24,435,324 | 11,288,745 | ||
Weighted average grant date fair value | ||||
Beginning balance (in dollars per share) | $ 7.56 | |||
Granted (in dollars per share) | 6.63 | |||
Forfeited (in dollars per share) | 7.25 | |||
Vested (in dollars per share) | 7.58 | |||
Ending balance (in dollars per share) | $ 6.86 | $ 7.56 |
Equity-Based Compensation - Equ
Equity-Based Compensation - Equity-based Compensation Expense (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Equity-Based Compensation | |||
Equity-based compensation expense | $ 75 | $ 39 | $ 3 |
Cost of revenue (excluding depreciation and amortization) | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 4 | 2 | 0 |
Sales and marketing | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 28 | 14 | 0 |
Technology and content | |||
Equity-Based Compensation | |||
Equity-based compensation expense | 16 | 8 | 0 |
General and administrative | |||
Equity-Based Compensation | |||
Equity-based compensation expense | $ 27 | $ 15 | $ 3 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
May 27, 2022 USD ($) $ / shares shares | Dec. 31, 2023 USD ($) vote $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) | Dec. 31, 2023 € / shares | |
Shareholders' Equity | |||||
Accrued dividend | $ | $ 0 | $ 0 | $ 10,000 | ||
Redemption of preference shares | $ | 0 | 168,000 | 0 | ||
Capital distributions | $ | $ 0 | 0 | $ 1,000 | ||
Sponsor Side Letter | |||||
Shareholders' Equity | |||||
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares) | 8,000,000 | ||||
Sponsor side letter vesting period | 5 years | ||||
Sponsor Side Letter | If the VWAP of Class A Common Stock is greater than or equal to $12.50 | |||||
Shareholders' Equity | |||||
Minimum VWAP of Class A Common Stock (in dollars per share) | $ / shares | $ 12.50 | ||||
Number of trading days within which minimum volume weighted average share price is to be attained | 20 days | ||||
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 days | ||||
Number of sponsor shares that will vest (in shares) | 5,000,000 | ||||
Sponsor Side Letter | If the VWAP of Class A Common Stock is greater than or equal to $15.00 | |||||
Shareholders' Equity | |||||
Minimum VWAP of Class A Common Stock (in dollars per share) | $ / shares | $ 15 | ||||
Number of trading days within which minimum volume weighted average share price is to be attained | 20 days | ||||
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained | 30 days | ||||
Number of sponsor shares that will vest (in shares) | 3,000,000 | ||||
Amex Coop | |||||
Shareholders' Equity | |||||
Total consideration | $ | 150,000 | ||||
Accrued dividend | $ | $ 8,000 | $ 10,000 | |||
Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock, shares authorized (in shares) | 6,010,000,000 | ||||
Preferred stock, par value (in dollars per share) | € / shares | € 0.00001 | ||||
Preferred stock issued (in shares) | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | ||||
Preferred Stock | Amex Coop | |||||
Shareholders' Equity | |||||
Shares issued during the period (in shares) | 1,500,000 | ||||
Class A common stock | |||||
Shareholders' Equity | |||||
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 467,092,817 | 67,753,543 | |||
Common stock, shares outstanding (in shares) | 467,092,817 | 67,753,543 | |||
Common stock, voting rights | vote | 1 | ||||
Class B common stock | |||||
Shareholders' Equity | |||||
Common stock, shares authorized (in shares) | 3,000,000,000 | 3,000,000,000 | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 0 | 394,448,481 | |||
Common stock, shares outstanding (in shares) | 0 | 394,448,481 | |||
Common stock, voting rights | vote | 1 | ||||
Exchange agreement, conversion ratio | 1 | ||||
Class A-1 Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock, shares authorized (in shares) | 3,000,000,000 | ||||
Preferred stock issued (in shares) | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | ||||
Class B-1 Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock, shares authorized (in shares) | 3,000,000,000 | ||||
Preferred stock issued (in shares) | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 | ||||
Undesignated Preferred Stock | |||||
Shareholders' Equity | |||||
Preferred stock, shares authorized (in shares) | 10,000,000 | ||||
Preferred stock issued (in shares) | 0 | ||||
Preferred stock, shares outstanding (in shares) | 0 |
Shareholders' Equity - Changes
Shareholders' Equity - Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | $ 1,371 | $ 1,334 | $ 984 |
Ending balance | 1,212 | 1,371 | 1,334 |
Tax benefit (expense) | 11 | (30) | 10 |
Accumulated other comprehensive loss | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (7) | (162) | (179) |
Net changes during the period, net of tax benefit | (19) | 17 | |
Net changes prior to reverse recapitalization, net of tax benefit | (47) | ||
Allocated to non-controlling interest | (14) | 183 | |
Net changes post reverse recapitalization, net of tax benefit | 125 | ||
Allocated post reverse recapitalization change to non-controlling interest | (106) | ||
Re-classed from non-controlling interest upon corporate simplification transaction | (63) | ||
Ending balance | (103) | (7) | (162) |
Currency translation adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (10) | (38) | (23) |
Net changes during the period, net of tax benefit | 33 | (15) | |
Net changes prior to reverse recapitalization, net of tax benefit | (59) | ||
Allocated to non-controlling interest | (16) | 85 | |
Net changes post reverse recapitalization, net of tax benefit | 8 | ||
Allocated post reverse recapitalization change to non-controlling interest | (6) | ||
Re-classed from non-controlling interest upon corporate simplification transaction | (63) | ||
Ending balance | (56) | (10) | (38) |
Defined benefit plan related | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | (1) | (128) | (160) |
Net changes during the period, net of tax benefit | (36) | 32 | |
Net changes prior to reverse recapitalization, net of tax benefit | 0 | ||
Allocated to non-controlling interest | 1 | 112 | |
Net changes post reverse recapitalization, net of tax benefit | 101 | ||
Allocated post reverse recapitalization change to non-controlling interest | (86) | ||
Re-classed from non-controlling interest upon corporate simplification transaction | (27) | ||
Ending balance | (63) | (1) | (128) |
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Beginning balance | 4 | 4 | 4 |
Net changes during the period, net of tax benefit | (16) | 0 | |
Net changes prior to reverse recapitalization, net of tax benefit | 12 | ||
Allocated to non-controlling interest | 1 | (14) | |
Net changes post reverse recapitalization, net of tax benefit | 16 | ||
Allocated post reverse recapitalization change to non-controlling interest | (14) | ||
Re-classed from non-controlling interest upon corporate simplification transaction | 27 | ||
Ending balance | $ 16 | $ 4 | $ 4 |
Loss per share - Narrative (Det
Loss per share - Narrative (Details) - shares shares in Millions | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings (loss) per share | ||
Earnout shares subject to forfeiture if achievement of stock prices are not met (in shares) | 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 (in shares) | 20 | |
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 (in shares) | 24 | 11 |
Employee Stock Option | ||
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 (in shares) | 36 |
Loss per share- Reconciliation
Loss per share- Reconciliation of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator – Basic and diluted loss per share: | |||
Net loss attributable to the Company’s Class A common stockholders (A) | $ (63) | $ (25) | $ 0 |
Net loss attributable to non-controlling interests in subsidiaries | (73) | (204) | |
Net loss | $ (136) | $ (229) | |
Denominator – Basic and diluted weighted average number of shares outstanding: | |||
Weighted average number of Class A Common Stock outstanding - Basic (C) (in shares) | 251,645,498 | 51,266,570 | |
Assumed conversion of Class B Common Stock (in shares) | 206,410,027 | 394,448,481 | |
Weighted average number of Class A Common Stock outstanding - Diluted (D) (in shares) | 458,055,525 | 445,715,051 | |
Basic loss per share attributable to the Company's Class A common stockholders: (A) / (C) (in dollars per share) | $ (0.25) | $ (0.50) | |
Diluted loss per share attributable to the Company's Class A and Class B common stockholders: (B) / (D) (in dollars per share) | $ (0.30) | $ (0.51) |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||||||
May 27, 2022 | Jun. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2023 | Feb. 28, 2023 | Feb. 28, 2022 | |
Derivatives and Hedging | ||||||||
Other Comprehensive Income (Loss), Cash Flow Hedge, Gain (Loss), Reclassification, after Tax | $ 8 | $ 4 | $ 0 | |||||
Notional principal amount | $ 300 | |||||||
Unrealized (loss) gain from cash flow hedges arising during the year | (8) | $ 32 | $ 0 | |||||
Interest rate swaps | ||||||||
Derivatives and Hedging | ||||||||
Notional amount | $ 600 | $ 600 | ||||||
Derivative fixed Interest rate | 429.50% | |||||||
Derivative variable Interest rate | 0.90% | |||||||
Unrealized (loss) gain from cash flow hedges arising during the year | $ 8 | |||||||
Interest rate swaps | Minimum | ||||||||
Derivatives and Hedging | ||||||||
Derivative fixed Interest rate | 3.6856% | |||||||
Interest rate swaps | Maximum | ||||||||
Derivatives and Hedging | ||||||||
Derivative fixed Interest rate | 3.68% | |||||||
Interest rate swaps | Three-month LIBOR | ||||||||
Derivatives and Hedging | ||||||||
Cash realization on interest rate swap agreement termination | $ 23 | |||||||
Derivative variable Interest rate | 3.68% | |||||||
Earnout Shares | ||||||||
Derivatives and Hedging | ||||||||
Number of shares outstanding (in shares) | 15,000,000 | 23,000,000 | ||||||
Number of shares issued (in shares) | 23,000,000 |
Derivatives and Hedging - Warra
Derivatives and Hedging - Warrants and Earnout Shares (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current assets | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | $ 7 | $ 10 |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | 5 | 0 |
Derivatives not designated as hedging instruments | Earnout Shares | Earnout derivative liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives liabilities | $ 77 | $ 90 |
Derivatives and Hedging - Impac
Derivatives and Hedging - Impact of Changes in Fair Value (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in statements of operations | $ 21 | $ 12 | $ 0 |
Derivatives designated as hedging instruments | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in other comprehensive loss | (8) | (4) | 0 |
Amount of gain/(loss) recognized in statements of operations | $ 8 | $ 4 | $ 0 |
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 | $ (8) | $ 32 | $ 0 |
Amount of gain/(loss) recognized in statements of operations | 0 | 0 | 0 |
Derivatives not designated as hedging instruments | Earnout Shares | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in other comprehensive loss | 0 | 0 | 0 |
Amount of gain/(loss) recognized in statements of operations | $ 13 | $ 10 | $ 0 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnout and warrant derivative liabilities | Fair value movement on earnout and warrant derivative liabilities | Fair value movement on earnout and warrant derivative liabilities |
Derivatives not designated as hedging instruments | Warrants | |||
Derivatives and Hedging | |||
Amount of gain/(loss) recognized in other comprehensive loss | $ 0 | $ 0 | $ 0 |
Amount of gain/(loss) recognized in statements of operations | $ 0 | $ (2) | $ 0 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnout and warrant derivative liabilities | Fair value movement on earnout and warrant derivative liabilities | Fair value movement on earnout and warrant derivative liabilities |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Gross Carrying Value and Fair Value (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Level 2 | Interest rate swaps | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative assets | $ 7 | $ 10 |
Gross carrying value and fair value of derivative liabilities | (5) | 0 |
Level 3 | Non-employee earnout shares | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative liabilities | $ (77) | $ (90) |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions Used for Measurement of Fair Value (Details) - Non-employee earnout shares | Dec. 31, 2023 $ / shares Y | Dec. 31, 2022 Y $ / shares |
Tranche 1 | ||
Fair Value Measurements | ||
Fair value per shares (in dollars per share) | $ 3.71 | $ 4.30 |
Tranche 2 | ||
Fair Value Measurements | ||
Fair value per shares (in dollars per share) | $ 3.02 | $ 3.58 |
Stock price | ||
Fair Value Measurements | ||
Fair value measurement input | 6.45 | 6.75 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0398 | 0.0406 |
Volatility | ||
Fair Value Measurements | ||
Fair value measurement input | 0.475 | 0.425 |
Expected term (years) | ||
Fair Value Measurements | ||
Fair value measurement input | Y | 3.4 | 4.4 |
Expected dividends | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 Financial Liabilities (Details) - Non-employee Earnout Shares - Level 3 - USD ($) $ in Millions | 7 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at the beginning | $ 100 | $ 90 |
Change in fair value | (10) | (13) |
Balance at the end | $ 90 | $ 77 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Outstanding Senior Secured Term Loan (Details) - USD ($) $ in Millions | Dec. 31, 2023 | Dec. 31, 2022 |
Level 2 | Senior secured initial term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 234 | $ 235 |
Level 2 | Senior secured initial term loans | Fair Value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 236 | 220 |
Level 3 | Senior secured tranche B-3 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 990 | 987 |
Level 3 | Senior secured tranche B-3 term loans | Fair Value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 1,013 | 1,017 |
Level 3 | Senior secured tranche B-4 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 132 | 0 |
Level 3 | Senior secured tranche B-4 term loans | Fair Value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 137 | $ 0 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||||
Total revenue | $ 2,290 | $ 1,851 | $ 763 | |
Accounts payable | 302 | 253 | ||
Accounts receivable | 726 | 765 | ||
Class A common stock | ||||
Related Party Transactions | ||||
Loan to equity affiliate | 5 | |||
Receivable outstanding of equity affiliate | $ 2 | |||
Egencia | ||||
Related Party Transactions | ||||
Term of agreement | 18 months | |||
Loss contingency | 19 | |||
Commercial Agreements | Affiliated Entity | ||||
Related Party Transactions | ||||
Operating costs and expenses | $ 32 | 24 | 10 | |
Total revenue | 27 | 21 | 19 | |
Accounts payable | 25 | 24 | ||
Accounts receivable | 15 | 15 | ||
Commercial and Operating Agreements with Expedia | Affiliated Entity | ||||
Related Party Transactions | ||||
Total revenue | 176 | 130 | 8 | |
Accounts receivable | $ 20 | 18 | ||
Term of agreement | 10 years | |||
Transition Services Agreement with Expedia, Inc | Affiliated Entity | ||||
Related Party Transactions | ||||
Operating costs and expenses | $ 24 | 34 | 8 | |
Accounts payable | 3 | 8 | ||
Stock issued during period, value, loss contingency | $ 11 | 15 | ||
Transition Services Agreement with Expedia, Inc | Affiliated Entity | Class A common stock | ||||
Related Party Transactions | ||||
Common stock issued to Expedia (in shares) | 575,409 | |||
Stock issued during period, value, loss contingency | $ 4 | |||
Transition Services Agreement with Expedia, Inc | Affiliated Entity | Egencia | ||||
Related Party Transactions | ||||
Accounts receivable | 5 | 4 | ||
License of American Express Marks | ||||
Related Party Transactions | ||||
Term of agreement | 11 years | |||
Advisory Services Agreement | Affiliated Entity | ||||
Related Party Transactions | ||||
Operating costs and expenses | 0 | 1 | $ 2.5 | |
Accounts payable | $ 0 | $ 5 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Dec. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Number of reportable segments | 1 |
Segment Information - Summary o
Segment Information - Summary of Revenue and Long-lived Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Information | |||
Revenue | $ 2,290 | $ 1,851 | $ 763 |
Long-lived assets | 282 | 276 | 275 |
U.S. | |||
Segment Information | |||
Revenue | 833 | 672 | 226 |
Long-lived assets | 135 | 123 | 100 |
U.K. | |||
Segment Information | |||
Revenue | 833 | 687 | 276 |
Long-lived assets | 61 | 68 | 76 |
All other countries | |||
Segment Information | |||
Revenue | 624 | 492 | 261 |
Long-lived assets | $ 86 | $ 85 | $ 99 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Allowance for credit losses | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 23 | $ 4 | $ 14 |
Charged to expense or other accounts | 9 | 23 | (5) |
Write-offs and other adjustments | (20) | (4) | (5) |
Balance at end of year | 12 | 23 | 4 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | 124 | 116 | 119 |
Charged to expense or other accounts | 18 | 14 | (1) |
Write-offs and other adjustments | 4 | (6) | (2) |
Balance at end of year | $ 146 | $ 124 | $ 116 |