Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 03, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 $0.0001 per share | |
Trading Symbol | GBTG | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 472,617,208 | |
Entity Central Index Key | 0001820872 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 475 | $ 476 |
Accounts receivable (net of allowance for credit losses of $13 and $12 as of March 31, 2024 and December 31, 2023, respectively) | 812 | 726 |
Due from affiliates | 37 | 42 |
Prepaid expenses and other current assets | 152 | 116 |
Total current assets | 1,476 | 1,360 |
Property and equipment, net | 232 | 232 |
Equity method investments | 13 | 14 |
Goodwill | 1,206 | 1,212 |
Other intangible assets, net | 528 | 552 |
Operating lease right-of-use assets | 52 | 50 |
Deferred tax assets | 264 | 281 |
Other non-current assets | 64 | 50 |
Total assets | 3,835 | 3,751 |
Current liabilities: | ||
Accounts payable | 386 | 302 |
Due to affiliates | 44 | 39 |
Accrued expenses and other current liabilities | 526 | 466 |
Current portion of operating lease liabilities | 18 | 17 |
Current portion of long-term debt | 8 | 7 |
Total current liabilities | 982 | 831 |
Long-term debt, net of unamortized debt discount and debt issuance costs | 1,355 | 1,355 |
Deferred tax liabilities | 5 | 5 |
Pension liabilities | 176 | 183 |
Long-term operating lease liabilities | 56 | 55 |
Earnout derivative liabilities | 59 | 77 |
Other non-current liabilities | 28 | 33 |
Total liabilities | 2,661 | 2,539 |
Commitments and Contingencies (see note 8) | ||
Shareholders’ equity: | ||
Common stock | 0 | 0 |
Additional paid-in capital | 2,751 | 2,748 |
Accumulated deficit | (1,456) | (1,437) |
Accumulated other comprehensive loss | (124) | (103) |
Total equity of the Company’s shareholders | 1,171 | 1,208 |
Equity attributable to non-controlling interest in subsidiaries | 3 | 4 |
Total shareholders’ equity | 1,174 | 1,212 |
Total liabilities and shareholders’ equity | $ 3,835 | $ 3,751 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for credit losses | $ 13 | $ 12 |
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) | 472,617,208 | 467,092,817 |
Common stock, shares outstanding (in shares) | 472,617,208 | 467,092,817 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 610 | $ 578 |
Costs and expenses: | ||
Cost of revenue (excluding depreciation and amortization shown separately below) | 245 | 242 |
Sales and marketing | 99 | 103 |
Technology and content | 108 | 101 |
General and administrative | 86 | 72 |
Restructuring and other exit charges | 9 | 23 |
Depreciation and amortization | 47 | 46 |
Total operating expenses | 594 | 587 |
Operating income (loss) | 16 | (9) |
Interest expense | (33) | (34) |
Fair value movement on earnout derivative liabilities | 18 | 3 |
Other income, net | 7 | 5 |
Income (loss) before income taxes | 8 | (35) |
(Provision for) benefit from income taxes | (27) | 8 |
Net loss | (19) | (27) |
Less: net loss attributable to non-controlling interests in subsidiaries | 0 | (25) |
Net loss attributable to the Company’s Class A common stockholders | $ (19) | $ (2) |
Basic loss per share attributable to the Company's Class A common stockholders (in dollars per share) | $ (0.04) | $ (0.03) |
Weighted average number of shares outstanding - Basic (in shares) | 461,386,280 | 60,376,708 |
Diluted loss per share attributable to the Company's Class A common stockholders (in dollars per share) | $ (0.04) | $ (0.06) |
Weighted average number of shares outstanding - Diluted (in shares) | 461,386,280 | 454,825,189 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (19) | $ (27) |
Other comprehensive loss, net of tax: | ||
Change in currency translation adjustments, net of tax | (24) | 9 |
Unrealized gains (losses) on cash flow hedge, net of tax: | ||
Unrealized gains (losses) on cash flow hedges arising during the period | 5 | (11) |
Unrealized gains on cash flow hedges reclassified to interest expense | (2) | (2) |
Other comprehensive loss, net of tax | (21) | (4) |
Comprehensive loss | (40) | (31) |
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries | 0 | (29) |
Comprehensive loss attributable to the Company’s Class A common stockholders | $ (40) | $ (2) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net loss | $ (19) | $ (27) |
Adjustments to reconcile net loss to net cash from (used in) operating activities: | ||
Depreciation and amortization | 47 | 46 |
Deferred tax charge (benefit) | 17 | (9) |
Equity-based compensation | 18 | 19 |
Allowance for credit losses | 4 | 6 |
Fair value movement on earnout derivative liabilities | (18) | (3) |
Other | (9) | 0 |
Changes in working capital: | ||
Accounts receivable | (95) | (163) |
Prepaid expenses and other current assets | (43) | (47) |
Due from affiliates | 5 | 8 |
Due to affiliates | 5 | 37 |
Accounts payable, accrued expenses and other current liabilities | 144 | 63 |
Defined benefit pension funding | (7) | (7) |
Net cash from (used in) operating activities | 49 | (77) |
Investing activities: | ||
Purchase of property and equipment | (25) | (32) |
Net cash used in investing activities | (25) | (32) |
Financing activities: | ||
Proceeds from senior secured term loans | 0 | 131 |
Repayment of senior secured term loans | (1) | (1) |
Contributions for ESPP and proceeds from exercise of stock options | 4 | 1 |
Payment of taxes withheld on vesting of equity awards | (12) | (8) |
Repayment of finance lease obligations | 0 | (2) |
Payment of debt financing costs | 0 | (2) |
Other | (1) | 3 |
Net cash (used in) from financing activities | (10) | 122 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (5) | 4 |
Net increase in cash, cash equivalents and restricted cash | 9 | 17 |
Cash, cash equivalents and restricted cash, beginning of period | 489 | 316 |
Cash, cash equivalents and restricted cash, end of period | 498 | 333 |
Supplemental cash flow information: | ||
Cash (refund)/paid for income taxes, net | (11) | 2 |
Cash paid for interest (net of interest received) | 34 | 33 |
Non-cash additions for operating lease right-of-use assets | $ 6 | $ 5 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Cash, cash equivalents and restricted cash consist of: | ||
Cash and cash equivalents | $ 475 | $ 476 |
Restricted cash (included in other non-current assets) | 23 | 13 |
Cash, cash equivalents and restricted cash | $ 498 | $ 489 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL SHAREHOLDERS’ EQUITY - USD ($) $ in Millions | Total | Common Stock Class A common stock | Common Stock Class B common stock | Additional paid-in capital | Accumulated deficit | Total accumulated other comprehensive loss | Total equity of the Company’s shareholders | Equity attributable to non-controlling interest in subsidiaries |
Beginning balance (in shares) at Dec. 31, 2022 | 67,753,543 | 394,448,481 | ||||||
Beginning balance at Dec. 31, 2022 | $ 1,371 | $ 0 | $ 0 | $ 334 | $ (175) | $ (7) | $ 152 | $ 1,219 |
Equity-based compensation | 19 | 19 | 19 | |||||
Shares issued, net, on vesting of/exercise of equity awards (in shares) | 2,849,386 | |||||||
Shares issued on vesting of / exercise of equity awards | 1 | 1 | 1 | |||||
Shares withheld for taxes in relation to vesting of equity awards (in shares) | (1,103,937) | |||||||
Shares withheld for taxes in relation to vesting of equity awards | (8) | (8) | (8) | |||||
Net loss | (27) | (2) | (2) | (25) | ||||
Other comprehensive loss, net of tax | (4) | (4) | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 69,498,992 | 394,448,481 | ||||||
Ending balance at Mar. 31, 2023 | 1,352 | $ 0 | $ 0 | 346 | (177) | (7) | 162 | 1,190 |
Beginning balance (in shares) at Dec. 31, 2023 | 467,092,817 | |||||||
Beginning balance at Dec. 31, 2023 | 1,212 | $ 0 | 2,748 | (1,437) | (103) | 1,208 | 4 | |
Equity-based compensation | 18 | 18 | 18 | |||||
Shares issued, net, on vesting of/exercise of equity awards (in shares) | 8,732,539 | |||||||
Shares issued on vesting of / exercise of equity awards | 4 | 4 | 4 | |||||
Shares withheld for taxes in relation to vesting of equity awards (in shares) | (3,208,148) | |||||||
Shares withheld for taxes in relation to vesting of equity awards | (19) | (19) | (19) | |||||
Dividend distribution to non-controlling interest in subsidiaries | (1) | (1) | ||||||
Net loss | (19) | (19) | (19) | |||||
Other comprehensive loss, net of tax | (21) | (21) | (21) | |||||
Ending balance (in shares) at Mar. 31, 2024 | 472,617,208 | |||||||
Ending balance at Mar. 31, 2024 | $ 1,174 | $ 0 | $ 2,751 | $ (1,456) | $ (124) | $ 1,171 | $ 3 |
Business Description and Basis
Business Description and Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
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 (GBTG together with its consolidated subsidiaries, the "Company"), including GBT JerseyCo Limited (“GBT JerseyCo”), 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. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). The Company has one reportable segment. Potential Acquisition of CWT On March 24, 2024, GBTG entered into an Agreement and Plan of Merger (the “Merger Agreement”) with CWT Holdings, LLC, a Delaware limited liability company (“CWT”), pursuant to which, among other things, GBTG will acquire CWT. The transaction values CWT at approximately $570 million on a cash-free and debt-free basis, subject to certain assumptions and purchase price adjustments. At the closing of the transaction, GBTG expects to fund the acquisition with a combination of cash and an aggregate of approximately 72 million shares of its Class A common stock, par value $0.0001 per share ("Class A common stock"), at a price of $6.00 per share as purchase consideration. The transaction is expected to be completed in the second half of 2024, subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals. Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting period 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. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”) for interim financial reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. These interim unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2023, included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States (the “SEC”) on March 13, 2024 (the “Annual Report on Form 10-K”). The Company has included all normal recurring items and adjustments necessary for a fair presentation of the results of the interim period. The Company’s interim unaudited consolidated financial statements are not necessarily indicative of results that may be expected for any other interim period or for the full year. Certain prior period amounts within the consolidated statements of operations and consolidated statements of cash flows have been reclassified to conform to current year presentation. 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, earnout shares and contingent liabilities. Actual results could differ materially from those estimates. |
Recently Issued Accounting Pron
Recently Issued Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements Accounting Pronouncements - Adopted The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2024. Accounting Pronouncements - Not Yet Adopted There were no new accounting standards or pronouncements that were issued during the three months ended March 31, 2024 that the Company expects to have a material impact on its consolidated financial statements. However, the Company has yet to adopt the following accounting standard updates ("ASU") issued by the Financial Accounting Standards Board (the "FASB"). 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. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenue which includes all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation, and (ii) Product and Professional Services Revenue which includes all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Three months ended March 31, (in $ millions) 2024 2023 Travel revenue $ 492 $ 467 Product and professional services revenue 118 111 Total revenue $ 610 $ 578 Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows: Contract (in $ millions) Accounts receivable, net Client Deferred Balance as of March 31, 2024 $ 811 $ 10 $ 30 Balance as of December 31, 2023 $ 725 $ 9 $ 19 Accounts receivable, net, exclude balances not related to contracts with customers. Deferred revenue is recorded when a performance obligation has not been satisfied but an invoice has been raised. Cash payments received from customers in advance of the Company completing its performance obligations are included in deferred revenue in the Company’s consolidated balance sheets. The Company generally expects to complete its performance obligations under the contracts within one year. During the three months ended March 31, 2024, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $10 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2023. Remaining Performance Obligations The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected 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 March 31, 2024. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
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: (in $ millions) March 31, December 31, Prepaid technology costs $ 53 $ 36 Prepaid travel expenses 39 13 Value added and similar taxes receivables 10 10 Income tax receivable 3 12 Other prepayments and receivables 47 45 Prepaid expenses and other current assets $ 152 $ 116 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: (in $ millions) March 31, December 31, Accrued operating expenses $ 206 $ 160 Accrued payroll and related costs 160 184 Client deposits 73 53 Accrued restructuring costs (see note 6) 28 30 Deferred revenue 30 19 Value added and similar taxes payable 9 12 Other payables 20 8 Accrued expenses and other current liabilities $ 526 $ 466 |
Restructuring, Exit and Related
Restructuring, Exit and Related Charges | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring, Exit and Related Charges | Restructuring, Exit and Related Charges 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. The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the three months ended March 31, 2024: (in $ millions) Employee Related Facility - Non-Lease Related Total Balance as of December 31, 2023 $ 26 $ 4 $ 30 Accruals 9 — 9 Cash settled (10) (1) (11) Balance as of March 31, 2024 $ 25 $ 3 $ 28 |
Long-term Debt
Long-term Debt | 3 Months Ended |
Mar. 31, 2024 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-term Debt | Long-term Debt The outstanding amount of the Company’s long-term debt consists of: (in $ millions) March 31, December 31, Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) $ 236 $ 237 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) 135 135 Principal amount of senior secured revolving credit facility (Maturity – September 2026) — — Other borrowings 6 6 1,377 1,378 Less: Unamortized debt discount and debt issuance costs (14) (16) Total debt, net of unamortized debt discount and debt issuance costs 1,363 1,362 Less: Current portion of long-term debt (8) (7) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,355 $ 1,355 During each of the three months ended March 31, 2024 and 2023, the Company repaid the contractual quarterly installment of $1 million of the principal amount of senior secured initial term loans. As of March 31, 2024 and December 31, 2023, interest on initial term loans was based on synthetic LIBOR plus 2.50%. Under the senior secured credit agreement, the tranche B-3 and B-4 term loans accrue interest at a variable interest rate based on secured overnight finance rate ("SOFR") plus 0.10% ("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 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-3 and tranche B-4 term loans and borrowings under the senior secured revolving credit facility. Improvement in the Company's leverage ratio, computed in a manner as provided in the senior secured credit agreement, resulted in a decrease in its interest rate margins during the three months ended March 31, 2024. As of March 31, 2024 and December 31, 2023, (i) interest on each of tranche B-3 and tranche B-4 term loans was based on Adjusted SOFR plus 5.25% and Adjusted SOFR plus 6.00%, respectively, and (ii) interest on the revolving credit facility was based on Adjusted SOFR plus 4.75% and Adjusted SOFR plus 5.50%, respectively. Under the terms of the senior secured credit agreement, 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. Further, 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 Company 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 March 31, 2024, the Company had a balance of $50 million that remained undrawn under the senior secured revolving credit facility. 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. 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 three months ended March 31, 2024 was approximately 11.2%. Other borrowings primarily relate to finance leases and equipment sale and lease back transaction. Security; Guarantees GBT UK TopCo Limited, a wholly-owned indirect subsidiary of GBTG, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with GBT Group Services B.V. (a wholly-owned indirect subsidiary of GBTG and the borrower under the senior secured credit agreement), 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. 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 for the period ended March 31, 2024. As of March 31, 2024, 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 March 31, 2024, no event of default existed under the senior secured credit agreement. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024, the Company had approximately $223 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $94 million relates to the twelve months ending March 31, 2025. 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 $27 million. Certain of these bank guarantees require the Company to maintain cash collateral which has been presented as restricted cash within other non-current assets in the Company’s consolidated balance sheet. 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. Commitment and/or Contingency Related to the Merger Agreement The Merger Agreement, as discussed in note 1 - Business Description and Basis of Presentation , contains certain termination rights for each of GBTG and CWT, including the failure of the merger to be consummated by January 24, 2025 (the “Drop Dead Date”), which may be extended at the option of GBTG or CWT to May 24, 2025 (the “Extended Drop Dead Date”) and subsequently extended to September 24, 2025 (the “Second Extended Drop Dead Date”), in each case, if all conditions to the closing, other than certain conditions relating to antitrust laws or foreign investment laws, have been satisfied or waived on or prior to such date. If the Merger Agreement is terminated in certain instances for failure to consummate the merger by the Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $32 million. If GBTG, but not CWT, extends the Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $33.5 million. If GBTG, but not CWT, extends the Extended Drop Dead Date and the Merger Agreement is subsequently terminated in certain instances for failure to consummate the merger by the Second Extended Drop Dead Date (as a result of certain conditions relating to antitrust laws or foreign investment laws failing to be satisfied or waived), GBTG will be required to pay CWT a termination fee of $35 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesFor the three months ended March 31, 2024 and March 31, 2023, the Company’s provision for (benefit from) income tax expense was $27 million and $(8) million, respectively, and its effective tax rate was 333.78% and 23.88%, respectively. GBTG’s effective tax rate for the three months ended March 31, 2024 is higher than the U.S. federal statutory corporate income tax rate of 21% due to an increase to the valuation allowance for deferred tax assets, non-deductible expenses and the U.S. base erosion minimum taxes. The impact of these items has a greater impact on the effective tax rate due to the low pre-tax net income. |
Earnout Shares
Earnout Shares | 3 Months Ended |
Mar. 31, 2024 | |
Earnout Shares | |
Earnout Shares | Earnout Shares Certain stockholders and employees are entitled to additional consideration in the form of “earnout shares” of the Company’s Class A common stock, to be issued in tranches, when the Company’s Class A common stock’s price achieves certain market share price milestones within specified periods. 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 historical and implied market volatility (see note 15 – Fair Value Measurements ). |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation Management Incentive Plan There has been no material movements in the Company's issued and outstanding stock options during the three months ended March 31, 2024. 2022 Equity Incentive Plan During the three months ended March 31, 2024, as part of its annual grant program, the Company granted 12 million RSUs under the 2022 Equity Incentive Plan to certain of its key employees. The RSUs generally vest one-third annually on the first three anniversaries of the grant date. The vesting is conditional upon continued employment of the grantee through the applicable vesting period and subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. The RSUs do not accrue dividends or dividend equivalent rights associated with the underlying stock. The fair value of the RSUs is determined to be the market price of the Company’s Class A common stock at the date of grant. The table below presents the activity of the Company’s RSUs for the three months ended March 31, 2024: Number of RSUs Weighted Balance as of December 31, 2023 24,435,324 $ 6.86 Granted 11,948,908 $ 5.51 Forfeited (342,275) $ 6.52 Vested (7,895,197) $ 6.85 Balance as of March 31, 2024 28,146,760 $ 6.29 During the three months ended March 31, 2024, the vested 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 3,208,148 shares were withheld and were based on the value of the RSUs on their respective vesting dates as determined by the Company’s closing stock price. Total employees’ tax obligations to taxing authorities was $19 million of which $12 million was paid during the three months ended March 31, 2024 and is reflected as a financing activity within the consolidated statements of cash flows. Employee Stock Purchase Plan (“ESPP”) As of March 31, 2024, there were 13.9 million shares available for issuance under the ESPP. During the three months ended March 31, 2024, 836,436 shares were purchased under the ESPP. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations for the three months ended March 31, 2024 and 2023 amount to $18 million and $19 million, respectively (net of tax of $14 million and $14 million, respectively), and were included as follows: (in $ millions) Three months ended March 31, 2024 2023 Cost of revenue (excluding depreciation and amortization) $ 1 $ 1 Sales and marketing 4 7 Technology and content 4 3 General and administrative 9 8 Total $ 18 $ 19 As of March 31, 2024, the Company expects compensation expense related to (i) unvested stock options of approximately $2 million to be recognized over the remaining weighted average period of less than 1 year and (ii) unvested RSUs of approximately $150 million to be recognized over the remaining weighted average period of 2.2 years. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | (12) Stockholders’ Equity 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, 2023 $ (56) $ (63) $ 16 $ (103) Net changes during the period, net of tax benefit of $0 (24) — 3 (21) Balance as of March 31, 2024 $ (80) $ (63) $ 19 $ (124) (in $ millions) Currency Defined Unrealized gain on Total accumulated Balance as of December 31, 2022 $ (10) $ (1) $ 4 $ (7) Net changes during the period, net of tax benefit of $0 9 — (13) (4) Allocated to non-controlling interest (7) — 11 4 Balance as of March 31, 2023 $ (8) $ (1) $ 2 $ (7) 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 benefit (cost)) is included within other income (expense), net, and (ii) gain on termination of cash flow hedge is included within interest expense, in the Company’s consolidated statements of operations. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share is based on the average number of shares of Class A common stock outstanding during the period. Diluted earnings (loss) per share is based on the average number of shares of Class A common stock used for the basic earnings per share calculation, adjusted for the dilutive effect of (i) stock options and RSUs using the “treasury stock” method, and (ii) GBTG’s Class B common stock, using the “if converted” method, for the period they were outstanding. The Company has issued and outstanding approximately 23 million 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 earnings (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 has excluded approximately (i) 20 million and 21 million of stock options and (ii) 28 million and 27 million of RSUs from the calculation of diluted loss per share for the three months ended March 31, 2024 and 2023, respectively, 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) Three months ended March 31, 2024 2023 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (19) $ (2) Add: Net loss attributable to non-controlling interests in subsidiaries — (25) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (19) $ (27) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 461,386,280 60,376,708 Assumed conversion of Class B Common Stock — 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 461,386,280 454,825,189 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.04) $ (0.03) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.04) $ (0.06) |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2024 | |
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 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., has entered into interest rate swap contracts (discussed below) 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 entered into an interest rate swap contract (subsequently amended in March 2023) for a notional amount of $600 million. The terms of this agreement require the Company to receive a variable rate of three months SOFR, and pay fixed rate of 3.6800%. This contract matures in March 2025. In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90%, and pay fixed rate of 4.295%. This contract matures in March 2027. The above interest rate swaps are designated as a cash flow hedges that are highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds the respective fixed rates. Earnout Shares GBTG has issued and outstanding earnout shares (see note 10 – Earnout Shares ) which are accounted for as derivative instruments. As of March 31, 2024, the total number of earnout 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 March 31, 2024 December 31, 2023 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 8 $ 7 Interest rate swaps Other non-current (liabilities) $ (1) $ (5) Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 59 $ 77 The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net loss: Amount of gain/(loss) recognized in Statement of Amount of gain/(loss) recognized in Three months ended Three months ended 2024 2023 2024 2023 Derivatives designated as hedging instruments Interest rate swap $ 5 $ (11) NA — — Interest rate swaps re-classed to consolidated statements of operations (2) (2) Interest expense $ 2 $ 2 Derivatives not designated as hedging instruments Earnout Shares — — Fair value movement on earnout derivative liabilities 18 3 $ 20 $ 5 The total gain of $8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
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 outlined below, on the basis of the observability of the inputs used in the fair value measurement: Level 1 — Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices in non-active markets or for which all significant inputs, other than quoted prices, are observable either directly or indirectly, or for which unobservable inputs are corroborated by market data. Level 3 — Valuations based on inputs that are unobservable and significant to overall fair value measurement. As of March 31, 2024, the Company’s financial assets and liabilities recorded at fair value on a recurring basis consist of its derivative instruments — interest rate swaps and non-employee earnout shares. The fair value of the Company’s interest rate swaps has been primarily calculated by 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 the Monte Carlo valuation method. Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: Asset/ (Liability) (in $ millions) Fair Value March 31, December 31, Interest rate swaps asset Level 2 $ 8 $ 7 Interest rate swap liability Level 2 (1) (5) Non-employee earnout shares Level 3 (59) (77) Inherent in the Monte Carlo valuation 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: March 31, December 31, Stock price ($) $ 6.01 $ 6.45 Risk-free interest rate 4.38% 3.98% Volatility 45.0% 47.5% Expected term (years) 3.2 3.4 Expected dividends 0.0% 0.0% Fair value ($) (per earnout share – Tranche 1) $ 2.92 $ 3.71 Fair value ($) (per earnout share – Tranche 2) $ 2.21 $ 3.02 The following table presents changes in Level 3 financial liabilities measured at fair value during the three months March 31, 2024: (in $ millions) Earnout Shares Balance as of December 31, 2023 $ 77 Change in fair value (18) Balance as of March 31, 2024 $ 59 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: March 31, 2024 December 31, 2023 (in $ millions) Fair Carrying amount (1) Fair value Carrying amount (1) Fair value Senior secured initial term loans Level 2 $ 234 $ 236 $ 234 $ 236 Senior secured tranche B-3 term loans Level 3 $ 991 $ 1,011 $ 990 $ 1,013 Senior secured tranche B-4 term loans Level 3 $ 132 $ 136 $ 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 fair value due to the short-term maturities of these assets and liabilities. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2024 | |
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 Agreements The Company has various commercial agreements with affiliates of American Express International, Inc. ("American Express"). In respect of such agreements, included in the operating costs are costs of approximately $8 million and $7 million for the three months ended March 31, 2024 and 2023, respectively, for charges from affiliates of American Express. Revenues also include revenue from affiliates of American Express of approximately $2 million and $6 million for the three months ended March 31, 2024 and 2023, respectively. Amounts payable to affiliates of American Express under these agreements, which include amounts collected by the Company on behalf of affiliates of American Express, as of March 31, 2024 and December 31, 2023, were $31 million and $25 million, respectively. Amounts receivable from affiliates of American Express under these agreements were $1 million and $15 million as of March 31, 2024 and December 31, 2023, respectively. In November 2021, the Company and an affiliate of EG Corporate Travel Holdings LLC (“Expedia") entered into a ten-year term marketing partner agreement to provide the Company’s corporate clients with access to Expedia and it's affiliates' hotel content. As a result of this agreement, the Company recognized revenue of $40 million and $38 million for the three months ended March 31, 2024 and 2023, respectively. The Company had $32 million and $20 million receivable from the affiliate of Expedia as of March 31, 2024 and December 31, 2023, respectively. In November 2021, the Company and an affiliate of Expedia entered into a Transition Services Agreement (as amended from time to time) pursuant to which the affiliate of Expedia provides certain transition services to the Company to facilitate an orderly transfer of Egencia from the Expedia affiliate to the Company. The total cost charged to the Company for the three months ended March 31, 2024 and 2023, was approximately $4 million and $8 million, respectively, which was included in the Company’s consolidated statements of operations. As of March 31, 2024 and December 31, 2023, the Company had a payable to an affiliate of Expedia of $6 million and $3 million, respectively. Further, as of March 31, 2024 and December 31, 2023, Egencia had a net receivable of $2 million and $5 million, respectively, from affiliates of Expedia, primarily on account of net cash collected from customers by affiliates of Expedia on behalf of Egencia. As of March 31, 2024 and December 31, 2023, the Company had $7 million and $11 million payable to an affiliate of Expedia on account of a loss contingency recognized in 2022. License of American Express Trademarks In May 2022, the Company and an affiliate of American Express entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which the affiliate of GBTG 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. Shareholders Agreement In 2022, GBTG, GBT JerseyCo, an affiliate of American Express, Expedia and Juweel Investors (SPC) Limited ("Juweel") entered into a shareholders agreement, dated as of May 27, 2022 (as further clarified by those certain letters dated November 17, 2022, and July 10, 2023, the “Original Shareholders Agreement”). In January 2024, Juweel distributed all of its equity interests in GBTG 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 (as amended and restated, the "Shareholders Agreement") with GBT JerseyCo, American Express, 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, American Express, 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 American Express, 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. Loan to equity affiliate |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
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 |
Recently Issued Accounting Pr_2
Recently Issued Accounting Pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
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, earnout shares and contingent liabilities. Actual results could differ materially from those estimates. |
Accounting Pronouncements - Adopted and Not Yet Adopted | Accounting Pronouncements - Adopted The Company did not adopt any new accounting pronouncements during the three months ended March 31, 2024. Accounting Pronouncements - Not Yet Adopted |
Segment Reporting | 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 | 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. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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. Three months ended March 31, (in $ millions) 2024 2023 Travel revenue $ 492 $ 467 Product and professional services revenue 118 111 Total revenue $ 610 $ 578 |
Schedule of accounts receivable, net, and contract liabilities | The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows: Contract (in $ millions) Accounts receivable, net Client Deferred Balance as of March 31, 2024 $ 811 $ 10 $ 30 Balance as of December 31, 2023 $ 725 $ 9 $ 19 Accounts receivable, net, exclude balances not related to contracts with customers. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist of: (in $ millions) March 31, December 31, Prepaid technology costs $ 53 $ 36 Prepaid travel expenses 39 13 Value added and similar taxes receivables 10 10 Income tax receivable 3 12 Other prepayments and receivables 47 45 Prepaid expenses and other current assets $ 152 $ 116 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consist of: (in $ millions) March 31, December 31, Accrued operating expenses $ 206 $ 160 Accrued payroll and related costs 160 184 Client deposits 73 53 Accrued restructuring costs (see note 6) 28 30 Deferred revenue 30 19 Value added and similar taxes payable 9 12 Other payables 20 8 Accrued expenses and other current liabilities $ 526 $ 466 |
Restructuring, Exit and Relat_2
Restructuring, Exit and Related Charges (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of accrued restructuring and related cost | The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the three months ended March 31, 2024: (in $ millions) Employee Related Facility - Non-Lease Related Total Balance as of December 31, 2023 $ 26 $ 4 $ 30 Accruals 9 — 9 Cash settled (10) (1) (11) Balance as of March 31, 2024 $ 25 $ 3 $ 28 |
Long-term Debt (Tables)
Long-term Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: (in $ millions) March 31, December 31, Senior Secured Credit Agreement Principal amount of senior secured initial term loans (Maturity – August 2025) $ 236 $ 237 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) 135 135 Principal amount of senior secured revolving credit facility (Maturity – September 2026) — — Other borrowings 6 6 1,377 1,378 Less: Unamortized debt discount and debt issuance costs (14) (16) Total debt, net of unamortized debt discount and debt issuance costs 1,363 1,362 Less: Current portion of long-term debt (8) (7) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,355 $ 1,355 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of activity of RSUs granted under the 2022 Plan | The table below presents the activity of the Company’s RSUs for the three months ended March 31, 2024: Number of RSUs Weighted Balance as of December 31, 2023 24,435,324 $ 6.86 Granted 11,948,908 $ 5.51 Forfeited (342,275) $ 6.52 Vested (7,895,197) $ 6.85 Balance as of March 31, 2024 28,146,760 $ 6.29 |
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 three months ended March 31, 2024 and 2023 amount to $18 million and $19 million, respectively (net of tax of $14 million and $14 million, respectively), and were included as follows: (in $ millions) Three months ended March 31, 2024 2023 Cost of revenue (excluding depreciation and amortization) $ 1 $ 1 Sales and marketing 4 7 Technology and content 4 3 General and administrative 9 8 Total $ 18 $ 19 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023 $ (56) $ (63) $ 16 $ (103) Net changes during the period, net of tax benefit of $0 (24) — 3 (21) Balance as of March 31, 2024 $ (80) $ (63) $ 19 $ (124) (in $ millions) Currency Defined Unrealized gain on Total accumulated Balance as of December 31, 2022 $ (10) $ (1) $ 4 $ (7) Net changes during the period, net of tax benefit of $0 9 — (13) (4) Allocated to non-controlling interest (7) — 11 4 Balance as of March 31, 2023 $ (8) $ (1) $ 2 $ (7) |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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) Three months ended March 31, 2024 2023 Numerator – Basic and diluted loss per share: Net loss attributable to the Company’s Class A common stockholders (A) $ (19) $ (2) Add: Net loss attributable to non-controlling interests in subsidiaries — (25) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (19) $ (27) Denominator – Basic and diluted weighted average number of shares outstanding: Weighted average number of Class A Common Stock outstanding – Basic (C) 461,386,280 60,376,708 Assumed conversion of Class B Common Stock — 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 461,386,280 454,825,189 Basic loss per share attributable to the Company’s Class A common stockholders: (A) / (C) $ (0.04) $ (0.03) Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.04) $ (0.06) |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 December 31, 2023 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 8 $ 7 Interest rate swaps Other non-current (liabilities) $ (1) $ (5) Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 59 $ 77 |
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 income (loss) and on net loss: Amount of gain/(loss) recognized in Statement of Amount of gain/(loss) recognized in Three months ended Three months ended 2024 2023 2024 2023 Derivatives designated as hedging instruments Interest rate swap $ 5 $ (11) NA — — Interest rate swaps re-classed to consolidated statements of operations (2) (2) Interest expense $ 2 $ 2 Derivatives not designated as hedging instruments Earnout Shares — — Fair value movement on earnout derivative liabilities 18 3 $ 20 $ 5 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: Asset/ (Liability) (in $ millions) Fair Value March 31, December 31, Interest rate swaps asset Level 2 $ 8 $ 7 Interest rate swap liability Level 2 (1) (5) Non-employee earnout shares Level 3 (59) (77) |
Schedule of assumptions used for the measurement of the fair value of outstanding earnout shares liabilities | The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities: March 31, December 31, Stock price ($) $ 6.01 $ 6.45 Risk-free interest rate 4.38% 3.98% Volatility 45.0% 47.5% Expected term (years) 3.2 3.4 Expected dividends 0.0% 0.0% Fair value ($) (per earnout share – Tranche 1) $ 2.92 $ 3.71 Fair value ($) (per earnout share – Tranche 2) $ 2.21 $ 3.02 |
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 during the three months March 31, 2024: (in $ millions) Earnout Shares Balance as of December 31, 2023 $ 77 Change in fair value (18) Balance as of March 31, 2024 $ 59 |
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: March 31, 2024 December 31, 2023 (in $ millions) Fair Carrying amount (1) Fair value Carrying amount (1) Fair value Senior secured initial term loans Level 2 $ 234 $ 236 $ 234 $ 236 Senior secured tranche B-3 term loans Level 3 $ 991 $ 1,011 $ 990 $ 1,013 Senior secured tranche B-4 term loans Level 3 $ 132 $ 136 $ 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. |
Business Description and Basi_2
Business Description and Basis of Presentation (Details) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 24, 2024 USD ($) $ / shares shares | Mar. 31, 2024 segment $ / shares | Dec. 31, 2023 $ / shares | |
Business Description and Basis of Presentation | |||
Number of reportable segments | segment | 1 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |
CWT Holdings LLC | |||
Business Description and Basis of Presentation | |||
Consideration transferred | $ | $ 570 | ||
Class A common stock | CWT Holdings LLC | |||
Business Description and Basis of Presentation | |||
Number of shares issued (in shares) | shares | 72 | ||
Common stock, par value (in dollars per share) | $ 0.0001 | ||
Share price (in dollars per share) | $ 6 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers - Disaggregated Revenue by Nature of Service (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenue from Contracts with Customers | ||
Total revenue | $ 610 | $ 578 |
Travel revenue | ||
Revenue from Contracts with Customers | ||
Total revenue | 492 | 467 |
Product and professional services revenue | ||
Revenue from Contracts with Customers | ||
Total revenue | $ 118 | $ 111 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Revenue from Contracts with Customers | ||
Revenue recognized | $ 10 | |
Minimum | ||
Revenue from Contracts with Customers | ||
Invoice payment period | 30 days | |
Maximum | ||
Revenue from Contracts with Customers | ||
Invoice payment period | 60 days |
Revenue from Contracts with C_5
Revenue from Contracts with Customers - Opening and Closing Contract Balances (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 811 | $ 725 |
Client incentives, net (non-current) | 10 | 9 |
Deferred revenue (current) | $ 30 | $ 19 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid technology costs | $ 53 | $ 36 |
Prepaid travel expenses | 39 | 13 |
Value added and similar taxes receivables | 10 | 10 |
Income tax receivable | 3 | 12 |
Other prepayments and receivables | 47 | 45 |
Prepaid expenses and other current assets | $ 152 | $ 116 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued operating expenses | $ 206 | $ 160 |
Accrued payroll and related costs | 160 | 184 |
Client deposits | 73 | 53 |
Accrued restructuring costs (see note 6) | 28 | 30 |
Deferred revenue | 30 | 19 |
Value added and similar taxes payable | 9 | 12 |
Other payables | 20 | 8 |
Accrued expenses and other current liabilities | $ 526 | $ 466 |
Restructuring, Exit and Relat_3
Restructuring, Exit and Related Charges - Accrued Restructuring and Related Costs (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2023 | $ 30 |
Accruals | 9 |
Cash settled | (11) |
Balance as of March 31, 2024 | 28 |
Employee related | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2023 | 26 |
Accruals | 9 |
Cash settled | (10) |
Balance as of March 31, 2024 | 25 |
Facility - Non-Lease Related | |
Restructuring Reserve [Roll Forward] | |
Balance as of December 31, 2023 | 4 |
Accruals | 0 |
Cash settled | (1) |
Balance as of March 31, 2024 | $ 3 |
Long-term Debt - Summary of Out
Long-term Debt - Summary of Outstanding Long-term Debt (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 25, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Long-term Debt | |||
Less: Current portion of long-term debt | $ (8) | $ (7) | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,355 | 1,355 | |
Senior Secured Credit Agreement | |||
Long-term Debt | |||
Long-term debt, gross | 1,377 | 1,378 | |
Less: Unamortized debt discount and debt issuance costs | (14) | (16) | |
Total debt, net of unamortized debt discount and debt issuance costs | 1,363 | 1,362 | |
Less: Current portion of long-term debt | (8) | (7) | |
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs | 1,355 | 1,355 | |
Senior Secured Credit Agreement | Secured Overnight Financing Rate (SOFR) | |||
Long-term Debt | |||
Basis floor | 1% | ||
Senior Secured Credit Agreement | Senior secured initial term loans | |||
Long-term Debt | |||
Long-term debt, gross | 236 | 237 | |
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 | Secured Overnight Financing Rate (SOFR) | |||
Long-term Debt | |||
Basis spread | 0.10% | ||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | |||
Long-term Debt | |||
Long-term debt, gross | $ 135 | 135 | |
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Secured Overnight Financing Rate (SOFR) | |||
Long-term Debt | |||
Basis spread | 0.10% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | |||
Long-term Debt | |||
Long-term debt, gross | $ 0 | 0 | |
Senior Secured Credit Agreement | Other Borrowings | |||
Long-term Debt | |||
Long-term debt, gross | $ 6 | $ 6 |
Long-term Debt - Narrative (Det
Long-term Debt - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||
Jan. 25, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Long-term Debt | ||||
Unconditional guarantee, percentage of EBITDA | 70% | |||
Minimum | ||||
Long-term Debt | ||||
Unconditional guarantee, percentage of consolidated assets | 70% | |||
Unconditional guarantee, amount of EBITDA | $ 100 | |||
Senior secured initial term loans | ||||
Long-term Debt | ||||
Payment of contractual quarterly installment | $ 1 | $ 1 | ||
Senior secured revolving credit facility | ||||
Long-term Debt | ||||
Unused commitment fee | 0.375% | |||
Senior secured revolving credit facility | Line of credit, foreign currencies | ||||
Long-term Debt | ||||
Draw down borrowings | $ 30 | |||
Senior secured revolving credit facility | Letters of credit | ||||
Long-term Debt | ||||
Draw down borrowings | 10 | |||
Borrowing utilized | 7 | |||
Remaining borrowing capacity | 50 | $ 43 | ||
Senior secured revolving credit facility | Swingline borrowings | ||||
Long-term Debt | ||||
Draw down borrowings | $ 10 | |||
Senior Secured Credit Agreement | ||||
Long-term Debt | ||||
Effective interest rate | 11.20% | |||
Minimum aggregate amount of liquidity | $ 200 | |||
Leverage ratio | 0.0350 | |||
Senior Secured Credit Agreement | Secured Overnight Financing Rate (SOFR) | ||||
Long-term Debt | ||||
Floor percentage | 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 | Synthetic London Interbank Offered Rate 1 (LIBOR) | ||||
Long-term Debt | ||||
Applicable margin on interest rate | 2.50% | 2.50% | ||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR) | Minimum | ||||
Long-term Debt | ||||
Applicable margin on interest rate | 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 | 6.25% | |||
Senior Secured Credit Agreement | Senior secured revolving credit facility | Adjusted Secured Overnight Financing Rate (SOFR) | ||||
Long-term Debt | ||||
Applicable margin on interest rate | 4.75% | 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 | 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 | 6.75% | |||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Secured Overnight Financing Rate (SOFR) | ||||
Long-term Debt | ||||
Applicable margin on interest rate | 0.10% | |||
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Adjusted Secured Overnight Financing Rate (SOFR) | ||||
Long-term Debt | ||||
Applicable margin on interest rate | 5.25% | 6% | ||
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | Secured Overnight Financing Rate (SOFR) | ||||
Long-term Debt | ||||
Applicable margin on interest rate | 0.10% | |||
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 | 5.25% | 6% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Mar. 24, 2024 |
Loss Contingencies [Line Items] | ||
Outstanding non-cancellable purchase commitments | $ 223 | |
Non-cancellable purchase commitments related to the next twelve months | 94 | |
Bank guarantees | $ 27 | |
CWT Holdings LLC | ||
Loss Contingencies [Line Items] | ||
Failure to consummate, termination fee | $ 32 | |
Failure to consummate, termination fee, first extension | 33.5 | |
Failure to consummate, termination fee, second extension | $ 35 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income tax benefit | $ 27 | $ (8) |
Effective income tax rate | 333.78% | 23.88% |
Earnout Shares (Details)
Earnout Shares (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnout Shares | ||
Fair value of the earnout shares liability | $ 59 | |
Gain on fair value change in earnout shares liability | $ 18 | $ 3 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 26, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Equity-Based Compensation | |||
Payment for employee's tax obligations | $ 12 | $ 8 | |
Equity-based compensation expense after tax | 14 | 14 | |
Employee Stock Purchase Plan | |||
Equity-Based Compensation | |||
Equity-based compensation expense | $ 18 | $ 19 | |
Employee Stock Purchase Plan | Class A common stock | |||
Equity-Based Compensation | |||
Common Stock, Capital Shares Reserved for Future Issuance | 13,900,000 | ||
Shares purchased (in shares) | 836,436 | ||
Employee Stock Option | |||
Equity-Based Compensation | |||
Compensation expense related to unvested GBTG MIP Options to be recognized | $ 2 | ||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 1 year | ||
RSU | |||
Equity-Based Compensation | |||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 2 years 2 months 12 days | ||
Compensation expense related to unvested RSUs to be recognized | $ 150 | ||
RSU | Equity Incentive Plan 2022 | |||
Equity-Based Compensation | |||
Awards granted (in shares) | 12,000,000 | ||
Share-based compensation arrangement by share-based payment award anniversaries ratio | 33.33% | ||
Annual vesting percentage | 33.33% | ||
Number of shares withheld to cover the option costs and taxes (in shares) | 3,208,148 | ||
Payment for employee's tax obligations | $ 19 | ||
RSU | Equity Incentive Plan 2022 | Class A common stock | |||
Equity-Based Compensation | |||
Awards granted (in shares) | 11,948,908 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Weighted average grant date fair value | ||
Payment for employee's tax obligations | $ 12 | $ 8 |
2022 Plan | RSU | ||
Number of RSUs | ||
Granted (in shares) | 12,000,000 | |
Weighted average grant date fair value | ||
Number of shares withheld to cover the option costs and taxes (in shares) | 3,208,148 | |
Payment for employee's tax obligations | $ 19 | |
2022 Plan | Class A common stock | RSU | ||
Number of RSUs | ||
Beginning balance (in shares) | 24,435,324 | |
Granted (in shares) | 11,948,908 | |
Forfeited (in shares) | (342,275) | |
Vested (in shares) | (7,895,197) | |
Ending balance (in shares) | 28,146,760 | |
Weighted average grant date fair value | ||
Beginning balance (in dollars per share) | $ 6.86 | |
Granted (in dollars per share) | 5.51 | |
Forfeited (in dollars per share) | 6.52 | |
Vested (in dollars per share) | 6.85 | |
Ending balance (in dollars per share) | $ 6.29 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Equity-based Compensation Expense (Details) - Employee Stock Purchase Plan - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Equity-Based Compensation | ||
Equity-based compensation expense | $ 18 | $ 19 |
Cost of revenue (excluding depreciation and amortization) | ||
Equity-Based Compensation | ||
Equity-based compensation expense | 1 | 1 |
Sales and marketing | ||
Equity-Based Compensation | ||
Equity-based compensation expense | 4 | 7 |
Technology and content | ||
Equity-Based Compensation | ||
Equity-based compensation expense | 4 | 3 |
General and administrative | ||
Equity-Based Compensation | ||
Equity-based compensation expense | $ 9 | $ 8 |
Stockholders' Equity - Changes
Stockholders' Equity - Changes in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,212 | $ 1,371 |
Ending balance | 1,174 | 1,352 |
Tax benefit | 0 | 0 |
Currency translation adjustments | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (56) | (10) |
Net changes during the period, net of tax benefit | (24) | |
Net changes prior to reverse recapitalization, net of tax benefit | 9 | |
Noncontrolling interest, period increase (decrease) | (7) | |
Ending balance | (80) | (8) |
Defined benefit plan related | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (63) | (1) |
Net changes during the period, net of tax benefit | 0 | |
Net changes prior to reverse recapitalization, net of tax benefit | 0 | |
Noncontrolling interest, period increase (decrease) | 0 | |
Ending balance | (63) | (1) |
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 | 16 | 4 |
Net changes during the period, net of tax benefit | 3 | |
Net changes prior to reverse recapitalization, net of tax benefit | (13) | |
Noncontrolling interest, period increase (decrease) | 11 | |
Ending balance | 19 | 2 |
Total accumulated other comprehensive loss | ||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | ||
Beginning balance | (103) | (7) |
Net changes during the period, net of tax benefit | (21) | |
Net changes prior to reverse recapitalization, net of tax benefit | (4) | |
Noncontrolling interest, period increase (decrease) | 4 | |
Ending balance | $ (124) | $ (7) |
Earnings (Loss) Per Share - Nar
Earnings (Loss) Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings (Loss) Per Share | ||
Earnout shares subject to forfeiture if achievement of stock prices are not met (in shares) | 23 | |
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) | 20 | 21 |
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) | 28 | 27 |
Earnings (Loss) Per Share- Reco
Earnings (Loss) Per Share- Reconciliation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator – Basic and diluted loss per share: | ||
Net loss attributable to the Company’s Class A common stockholders | $ (19) | $ (2) |
Add: Net loss attributable to non-controlling interests in subsidiaries | 0 | (25) |
Net loss attributable to the Company’s Class A common stockholders - Diluted (B) | $ (19) | $ (27) |
Denominator – Basic and diluted weighted average number of shares outstanding: | ||
Weighted average number of Class A common Stock outstanding - Basic (C) (in shares) | 461,386,280 | 60,376,708 |
Assumed conversion of Class B Common Stock (in shares) | 0 | 394,448,481 |
Weighted average number of Class A Common Stock outstanding - Diluted (D) (in shares) | 461,386,280 | 454,825,189 |
Basic loss per share attributable to the Company's Class A common stockholders: (A) / (C) (in dollars per share) | $ (0.04) | $ (0.03) |
Diluted loss per share attributable to the Company's Class A common stockholders: (B) / (D) (in dollars per share) | $ (0.04) | $ (0.06) |
Derivatives and Hedging - Narra
Derivatives and Hedging - Narrative (Details) - USD ($) shares in Millions, $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Feb. 28, 2023 | |
Derivatives and Hedging | |||
Total expected gain (loss) | $ 8 | ||
Notional Amount of $600 million expiring on 2025 | Interest rate swaps | |||
Derivatives and Hedging | |||
Notional amount | $ 600 | ||
Derivative fixed Interest rate | 3.68% | ||
Notional Amount of $300 million expiring on 2027 | Interest rate swaps | |||
Derivatives and Hedging | |||
Notional amount | $ 300 | ||
Derivative fixed Interest rate | 4.295% | ||
Derivative variable Interest rate | 0.90% | ||
Earnout shares | |||
Derivatives and Hedging | |||
Number of shares outstanding | 23 | ||
Number of shares issued | 23 |
Derivatives and Hedging - Earno
Derivatives and Hedging - Earnout Shares (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current assets | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | $ 8 | $ 7 |
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives assets | (1) | (5) |
Derivatives not designated as hedging instruments | Earnout shares | Earnouts and warrants derivative liabilities | ||
Derivatives and Hedging | ||
Gross fair value of derivatives liabilities | $ 59 | $ 77 |
Derivatives and Hedging - Summa
Derivatives and Hedging - Summary of the Impact of Changes in Fair Values of Derivatives (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Derivatives and Hedging | ||
Amount of gain/(loss) recognized in statements of operations | $ 20 | $ 5 |
Derivatives designated as hedging instruments | ||
Derivatives and Hedging | ||
Amount of gain/(loss) recognized in other comprehensive income (loss) | $ (2) | (2) |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Interest Expense | |
Amount of gain/(loss) recognized in statements of operations | $ 2 | 2 |
Derivatives designated as hedging instruments | Interest rate swaps | ||
Derivatives and Hedging | ||
Amount of gain/(loss) recognized in other comprehensive income (loss) | 5 | (11) |
Amount of gain/(loss) recognized in statements of operations | 0 | 0 |
Derivatives not designated as hedging instruments | Earnout shares | ||
Derivatives and Hedging | ||
Amount of gain/(loss) recognized in other comprehensive income (loss) | $ 0 | 0 |
Amount of gain/(loss) recognized in statements of operations, financial statement location | Fair value movement on earnout derivative liabilities | |
Amount of gain/(loss) recognized in statements of operations | $ 18 | $ 3 |
Fair Value Measurements - Gross
Fair Value Measurements - Gross carrying value and fair value of the Company's assets and liabilities measured at a fair value on a recurring basis (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Level 2 | Interest rate swaps | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative assets | $ 8 | $ 7 |
Gross carrying value and fair value of derivative liabilities | (1) | (5) |
Level 3 | Non-employee earnout shares | ||
Fair Value Measurements | ||
Gross carrying value and fair value of derivative liabilities | $ (59) | $ (77) |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions used for the measurement of the fair value of outstanding earnout shares liabilities (Details) - Non-employee earnout shares | Mar. 31, 2024 yr $ / shares | Dec. 31, 2023 $ / shares yr |
Tranche 1 | ||
Fair Value Measurements | ||
Fair value per shares (in dollars per share) | $ 2.92 | $ 3.71 |
Tranche 2 | ||
Fair Value Measurements | ||
Fair value per shares (in dollars per share) | $ 2.21 | $ 3.02 |
Stock price ($) | ||
Fair Value Measurements | ||
Fair value measurement input | 6.01 | 6.45 |
Risk-free interest rate | ||
Fair Value Measurements | ||
Fair value measurement input | 0.0438 | 0.0398 |
Volatility | ||
Fair Value Measurements | ||
Fair value measurement input | 0.450 | 0.475 |
Expected term (years) | ||
Fair Value Measurements | ||
Fair value measurement input | yr | 3.2 | 3.4 |
Expected dividends | ||
Fair Value Measurements | ||
Fair value measurement input | 0 | 0 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Level 3 financial liabilities measured at fair value (Details) - Non-employee Earnout Shares - Level 3 $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at the beginning | $ 77 |
Change in fair value | (18) |
Balance at the end | $ 59 |
Fair Value Measurements - Outst
Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Level 2 | Senior secured initial term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 234 | $ 234 |
Level 2 | Senior secured initial term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 236 | 236 |
Level 3 | Senior secured tranche B-3 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 991 | 990 |
Level 3 | Senior secured tranche B-3 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 1,011 | 1,013 |
Level 3 | Senior secured tranche B-4 term loans | Carrying amount | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | 132 | 132 |
Level 3 | Senior secured tranche B-4 term loans | Fair value | ||
Fair Value Measurements | ||
Outstanding senior secured term loans | $ 136 | $ 137 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
May 31, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Related Party Transactions | ||||
Total revenue | $ 610 | $ 578 | ||
Accounts payable | 386 | $ 302 | ||
Accounts receivable | 812 | 726 | ||
Class A common stock | ||||
Related Party Transactions | ||||
Loan to equity affiliate | 5 | 2 | ||
License of American Express Marks | ||||
Related Party Transactions | ||||
Term of agreement | 11 years | |||
Affiliate | Commercial Agreements | ||||
Related Party Transactions | ||||
Advisory services fees | 8 | 7 | ||
Total revenue | 2 | 6 | ||
Accounts payable | 31 | 25 | ||
Accounts receivable | 1 | 15 | ||
Affiliate | Commercial and Operating Agreements with Expedia | ||||
Related Party Transactions | ||||
Total revenue | 40 | 38 | ||
Accounts receivable | $ 32 | 20 | ||
Term of agreement | 10 years | |||
Affiliate | Transition Services Agreement with Expedia, Inc | ||||
Related Party Transactions | ||||
Advisory services fees | $ 4 | $ 8 | ||
Accounts payable | 6 | 3 | ||
Payable remaining to expedia in respect of loss contingency | 7 | 11 | ||
Affiliate | Transition Services Agreement with Expedia, Inc | Egencia | ||||
Related Party Transactions | ||||
Accounts receivable | $ 2 | $ 5 |