GBTG Global Business Travel Group Inc

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

On December 2, 2021, GBT JerseyCo entered into a business combination agreement (“Business Combination Agreement”) with GBTG (formerly known as Apollo Strategic Growth Capital or “APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 and GBT JerseyCo became a direct subsidiary of GBTG. The Business Combination was accounted for as a reverse recapitalization, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination.

GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”).

The Company has one reportable segment.

Prior to giving effect to the Corporate Simplification (as defined below):

(a)GBTG held its investments in GBT JerseyCo (a tax resident in the United Kingdom (“U.K.”)) and its subsidiaries through an umbrella partnership-C corporation structure (“Up-C structure”) and GBT JerseyCo was considered a partnership for U.S. tax purposes;

(b)GBT JerseyCo’s holders of B Ordinary Shares were American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of the Cayman Islands, and EG Corporate Travel Holdings LLC, a Delaware limited liability company (“Expedia”, and collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”);

(c)GBTG owned A Ordinary Shares of GBT JerseyCo and Continuing JerseyCo Owners owned B Ordinary Shares of GBT JerseyCo; and

(d)Continuing JerseyCo Owners owned Class B Common Stock of GBTG and other public stockholders owned GBTG’s Class A Common Stock.

On July 10, 2023, GBTG entered into a series of transactions that simplified its organizational structure by eliminating the Company’s Up-C structure (the "Corporate Simplification"). As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of its Class A Common Stock. Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below), to provide, among other things, that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement. The BCA Amendment also provides that certain rights of holders of the C Ordinary Shares of GBT JerseyCo with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG. Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo.

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As a result of the Corporate Simplification:

•GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding B Ordinary Shares of GBT JerseyCo and all of the issued and outstanding shares of Class B Common Stock of GBTG held by them;

•GBTG became the sole holder of all the issued and outstanding A Ordinary Shares of GBT JerseyCo;

•there are no shares of Class B Common Stock of GBTG or B Ordinary Shares of GBT JerseyCo that remain issued and outstanding;

•no net income (loss) or shareholder’s equity is allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company (see note 15 – Stockholders’ Equity for further discussion); and

•tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S. tax partnership arrangement) ceased, with GBTG now assuming 100% of income tax liability for any incremental U.S. tax payable related to GBT JerseyCo’s income from international operations (see note 12 – Income Taxes for further discussion).

Impact of COVID-19

There have been improvements in the Company’s business and operating conditions since the outset of the COVID-19 pandemic in March 2020; however, the Company cannot predict the long-term effects of the pandemic on its business. As travel restrictions have been relaxed and travel patterns return, the Company has seen gradual improvement in its key volume metrics during 2022 and through the first nine months of 2023. Although the Company’s results for the first quarter of 2022 included a strong recovery from the pandemic, the Omicron variant of COVID-19 limited the recovery of the Company’s business during that period. Consequently, the results for the nine months ended September 30, 2023 include upside from such recovery in comparison to the same period in the prior year. The Company incurred a net loss of $90 million and had cash inflows from operations of $104 million during the nine months ended September 30, 2023, compared to a net loss of $166 million and cash outflows from operations of $390 million during the nine months ended September 30, 2022.

Governments of multiple countries implemented several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company participated in several of these government programs. During the three and nine months ended September 30, 2022, the Company recognized in its consolidated statements of operations government grants and other benefits for salaries and wages of $0 and $10 million, respectively, as a reduction of expenses. There were no government grants recognized in the consolidated statement of operations during the three and nine months ended September 30, 2023. As of September 30, 2023, and December 31, 2022, the Company had a receivable of $1 million and $13 million, respectively, in relation to such government grants, which is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received.

The Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainties associated with potential economic slowdown resulting from adverse macro-economic conditions. The Company has taken several measures to preserve and enhance its liquidity, including additional term loans in January 2023 (see note 10 – Long-term Debt) and restructuring initiatives (see note 9 – Restructuring, Exit and Related Charges). Apart from the expectation of the recovery in its business operations, the Company continues to further explore other capital market transactions, process rationalizations and cost reduction measures to improve its liquidity position. Based on the Company’s current and expected operating plan, existing cash and cash equivalents, the recovery of business travel indicated by recent volume trends, the Company’s mitigation measures taken or planned to strengthen its liquidity and financial position, along with the Company’s available funding capacity and cash flows from operations, the Company believes it has adequate liquidity to meet the future operational and other needs of the business for a minimum period of twelve months.

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Basis of Presentation

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

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

The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the 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, 2022, included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States (the “SEC”) on March 21, 2023 (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 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 contingencies. Actual results could differ materially from those estimates.

Many of the Company’s estimates and assumptions require increased judgment as a result of several macroeconomic conditions, including those resulting from long-term recovery from the COVID-19 pandemic. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.

Accounting Pronouncements - Adopted

Contracts with Customers Acquired in a Business Combination

In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This updated guidance amends the current business combination guidance where an acquirer generally

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recognizes such items at fair value on the acquisition date. The guidance is to be applied prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance.

Reference rate reforms

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

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

						Three months ended September 30,												Nine months ended September 30,
(in $ millions)						2023						2022						2023						2022
Travel revenue						$	455					$	387					$	1,401					$	1,032
Product and professional services revenue						116						101						340						292
Total revenue						$	571					$	488					$	1,741					$	1,324

Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. The Company evaluates collectability of accounts receivable based on a combination of factors and records expected credit losses as described further in note 4 - Allowances for Expected Credit Losses.

Contract Balances

Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer.

The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows:

												Contract liabilities
(in $ millions)						Accounts receivable, net (1)						Client incentives, net (non-current)						Deferred revenue (current)
Balance as of September 30, 2023						$	850					$	18					$	23
Balance as of December 31, 2022						$	752					$	19					$	19

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(1)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 nine months ended September 30, 2023, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $12 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2022.

Remaining Performance Obligations

As of September 30, 2023, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $5 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the remainder of 2023.

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

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The Company estimates expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics of its customers and the related receivables, which include size, type (e.g., business clients vs. travel supplier and credit card vs. non-credit card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivable. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed each quarter based on the Company’s specific facts and circumstances. The movement in Company’s allowance for credit losses for the nine months ended September 30, 2023, is set out below:

(in $ millions)						Amount
Balance as of December 31, 2022						$	23
Provision for expected credit losses during the period						11
Write-offs						(16)
Foreign exchange						2
Balance as of September 30, 2023						$	20

Uncertain macroeconomic factors, including rising interest rates, potential recession or economic downturn, can have a significant effect on the allowance for credit losses as such conditions could potentially result in the restructuring or bankruptcy of customers. Further, the impact of the COVID-19 pandemic on the global economy and other general increases in aging balances has impacted the Company’s estimate of expected credit losses. Given such uncertainties, the Company cannot provide assurance that the assumptions used in its estimates will be accurate and actual write-offs may vary from such estimates of credit losses.

Prepaid expenses and other current assets consist of:

(in $ millions)						September 30, 2023						December 31, 2022
Prepaid software licenses and travel expenses						$	74					$	52
Income tax receivable						26						26
Value added and similar taxes receivables						11						11
Other prepayments and receivables						35						41
Prepaid expenses and other current assets						$	146					$	130

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Property and Equipment consist of:

(in $ millions)						September 30, 2023						December 31, 2022
Capitalized software for internal use						$	427					$	365
Computer equipment						64						71
Leasehold improvements						55						49
Furniture, fixtures and other equipment						7						5
Capital projects in progress						7						5
						560						495
Less: accumulated depreciation and amortization						(332)						(277)
Property and equipment, net						$	228					$	218

Depreciation and amortization expense related to property and equipment was $28 million and $21 million for the three months ended September 30, 2023 and 2022, respectively, and $78 million and $64 million for the nine months ended September 30, 2023 and 2022, respectively. Depreciation and amortization expense includes amortization related to capitalized software for internal use amounting to $19 million and $16 million for the three months ended September 30, 2023 and 2022, respectively, and $53 million and $45 million for the nine months ended September 30, 2023 and 2022, respectively.

The following table sets forth changes in goodwill during the nine months ended September 30, 2023:

(in $ millions)						Amount
Balance as of December 31, 2022						$	1,188
Currency translation adjustments						2
Balance as of September 30, 2023						$	1,190

There were no goodwill impairment losses recorded during the three and nine months ended September 30, 2023 and 2022 and there are no accumulated goodwill impairment losses as of September 30, 2023.

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

						September 30, 2023																		December 31, 2022
(in $ millions)						Cost						Accumulated amortization						Net						Cost						Accumulated amortization						Net
Trademarks/trade names						$	114					$	(71)					$	43					$	116					$	(69)					$	47
Business client relationships						792						(286)						506						788						(240)						548
Supplier relationships						253						(232)						21						253						(213)						40
Travel partner network						4						(4)						—						4						(3)						1
Other intangible assets						$	1,163					$	(593)					$	570					$	1,161					$	(525)					$	636

Amortization expense relating to definite-lived intangibles was $22 million and $24 million for the three months ended September 30, 2023 and 2022, respectively, and $67 million and $70 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in depreciation and amortization in the consolidated statements of operations.

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Accrued expenses and other current liabilities consist of:

(in $ millions)						September 30, 2023						December 31, 2022
Accrued payroll and related costs						$	168					$	196
Accrued operating expenses						160						147
Client deposits						38						56
Deferred revenue						23						19
Accrued restructuring costs (see note 9)						35						11
Value added and similar taxes payable						9						9
Income tax payable						5						4
Other payables						15						10
Accrued expenses and other current liabilities						$	453					$	452

Employee Severance Costs

On January 24, 2023, the Company announced changes to its internal operating model. The Company has fully accrued for the costs of approximately $35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions are expected to be substantially complete by the end of 2023.

From time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency. During the third quarter of 2023, the Company decided to exit from certain operations and / or regions and, as a result, has incurred costs mainly related to employee severance of $5 million which is included within restructuring charges in the consolidated statement of operations.

Facilities Consolidation and Rationalization

During the nine months ended September 30, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. The Company applied lease reassessment and modification guidance and evaluated the right-of-use assets for potential impairment. Where the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company accelerates the amortization of operating lease ROU asset and related leasehold improvements at those premises. Accelerated amortization is recognized from the date that the Company approves the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date.

The accelerated amortization of operating lease ROU asset is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations. Accelerated amortization of any related leasehold improvements is recorded as a component of depreciation and amortization in the Company’s consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date.

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The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the nine months ended September 30, 2023:

(in $ millions)						Employee Related (1)						Facility - Non-Lease Related (1)						Facility - Lease Related (2)						Total
Balance as of December 31, 2022						$	8					$	3					$	—					$	11
Accruals						40						2						10						52
Non-cash items						—						—						(10)						(10)
Cash settled						(17)						(1)						—						(18)
Balance as of September 30, 2023						$	31					$	4					$	—					$	35

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(1)Accruals are recorded within restructuring and other exit charges in the consolidated statements of operations and the liability is included within accrued expenses and other current liabilities.

(2)Accelerated amortization of operating lease ROU assets of $7 million is included within general and administrative expense and accelerated amortization of leasehold improvements of $3 million is included within depreciation and amortization expense in the consolidated statements of operations.

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

(in $ millions)						September 30, 2023						December 31, 2022
Senior Secured Credit Agreement
Principal amount of senior secured initial term loans (Maturity – August 2025) (1)						$	238					$	239
Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2)						1,000						1,000
Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3)						135						—
Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4)						—						—
Other borrowings (5)						4						—
						1,377						1,239
Less: Unamortized debt discount and debt issuance costs						(18)						(17)
Total debt, net of unamortized debt discount and debt issuance costs						1,359						1,222
Less: Current portion of long-term debt						(6)						(3)
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs						$	1,353					$	1,219

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

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

(3)Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of September 30, 2023.

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

(5)Other borrowings primarily relate to finance leases and equipment sale and lease back transaction.

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

The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities. The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the senior secured revolving credit facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A SOFR floor of 1.00% applies to the tranche B-4 term loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility. The Company's senior secured initial term loans accrue interest at a variable interest rate based on LIBOR plus a margin of 2.50% per annum. The LIBOR is fixed until December 29, 2023, and thereafter the variable interest rate will be based on a prime rate (as defined in the senior secured credit agreement) or such other rate as may be agreed then.

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

During each of the nine months ended September 30, 2023 and 2022, the Company repaid the contractual quarterly installment of $2 million of the principal amount of senior secured initial term loans.

At the option of Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on LIBOR/SOFR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT UK TopCo Limited (or a parent entity thereof).

The senior secured revolving credit facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $10 million sublimit for letters of credit, and (iii) a $10 million sublimit for swingline borrowings. Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing conditions and to additional conditions during the covenant suspension period provided by the January 2023 amendment described above. The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of September 30, 2023, the Company had utilized $7 million for letters of credit and had the balance of $43 million that remained undrawn under the senior secured revolving credit facility. As of December 31, 2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility.

Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the nine months ended September 30, 2023 was approximately 11.5%.

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Security; Guarantees

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

Covenants

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

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

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

The senior secured credit agreement also contains an additional financial covenant applicable solely to the senior secured revolving credit facility. After giving effect to the January 2023 amendment described above, such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured credit agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which (a) the suspension period is not in effect and (b) the aggregate principal amount of outstanding loans and letters of credit under the 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 September 30, 2023.

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

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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 September 30, 2023, no event of default existed under the senior secured credit agreement.

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 September 30, 2023, the Company had approximately $231 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $92 million relates to the twelve months ending September 30, 2024. These purchase commitments extend through 2031.

Guarantees

The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 million. 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.

As discussed in note 1 – Business Description and Basis of Presentation, GBTG, a Delaware corporation and U.S. tax resident, entered into a series of transactions that eliminated the Up-C Structure on July 10, 2023. Consequently, GBTG assumed full economic ownership of GBT JerseyCo. GBT JerseyCo’s U.S. tax partnership status was terminated and it is now classified as a single member LLC.

Prior to the Corporate Simplification, GBTG owned approximately 16% of GBT JerseyCo and, as a U.S. tax resident shareholder, recognized certain deferred tax assets and liabilities in respect of its proportionate interest in GBT JerseyCo. As a direct result of these transactions, 100% of GBT JerseyCo's deferred tax assets and liabilities now flow through to GBTG, in proportion to its increased economic ownership of GBT JerseyCo. These deferred tax items relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S. taxes on branch income which will bear reduced foreign tax credits. This is due to branch net operating loss carryforwards which will shield local taxation, but not U.S. taxation. The termination of the partnership for U.S. federal income tax purposes also impacted two specific deferred tax items: (i) the deferred tax asset held by GBTG related to differences in its equity method investment in GBT JerseyCo and related U.S. tax stock basis investment is no longer required to be recognized, and (ii) a new deferred tax asset is recognized in respect of GBTG’s inheritance of historic inside and outside basis differences of its former partners in GBT JerseyCo which was predominantly allocated to identified intangibles with a 15-year tax recovery life. In addition, the Company's state income tax profile has changed as a direct result of the Corporate Simplification transaction which has resulted in a decrease in the Company's net deferred tax liability.

The net impact of the increased ownership and the partnership termination is estimated as a net deferred tax liability of $76 million with a corresponding charge against equity as all of the above arise as a direct consequence of the Corporate Simplification. The Company expects to finalize the tax impact over future quarters.

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For the three and nine months ended September 30, 2023, the Company’s income tax benefit was $2 million and $12 million, respectively, and its effective tax rate was 17% and 12%, respectively. GBTG’s effective tax rate for the three and nine months ended September 30, 2023 is lower than, the U.S. federal statutory corporate income tax rate of 21% primarily due to the impact of non-deductible tax items, movement in valuation allowances and minimum taxes.

For the three and nine months ended September 30, 2022, GBTG’s income tax benefit was $10 million and $39 million, respectively, and its effective tax rate was 12% and 19%, respectively. The lower tax rate during the three months ended September 30, 2022 was driven by higher proportional movement in non-taxable fair value movement on earnout shares and warrants and the non-taxable loss contingency versus the result for the period, along with country rate differentials, offset by increases in valuation allowances.

The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA is a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently completed three-year period exceeds $1.0 billion. This provision became effective for the Company from January 1, 2023, and did not have any material impact on the Company’s tax provision. The Company believes the impact of IRA is likely to be minimal for the foreseeable future.

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 following the Business Combination transaction.

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 18 – Fair Value Measurements).

As of September 30, 2023 the fair value of the earnout shares liability was estimated to be $67 million. The Company recognized a gain on the fair value change in earnout shares liability of $39 million and $23 million in its consolidated statement of operations for the three and nine months ended September 30, 2023, respectively. The Company recognized a gain on the fair value change in earnout shares liability of $12 million and $35 million in its consolidated statement of operations for the three and nine months ended September 30, 2022, respectively.

Management Incentive Plan

In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding stock options under the Global Business Travel Group, Inc. Management Incentive Plan for restricted share units (“RSUs”) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as set out in the exchange offer. The exchange offer also required mandatory exercise of in-the-money stock options granted prior to December 1, 2021, by individuals who participated in the exchange offer. The exchange offer expired on January 26, 2023. Pursuant to the terms of exchange offer:

•10,088,754 stock options were cancelled,

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

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

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

The table below presents the activity of the Company’s stock options for the nine months ended September 30, 2023:

			Number of stock options						Weighted average exercise price per stock option						Weighted average  remaining contractual term (in years)						Aggregate intrinsic value (in $ millions)
Balance as of December 31, 2022			36,397,677						$	7.66
Cancelled pursuant to exchange offer			(10,088,754)						$	10.36
Exercised (1)			(5,233,488)						$	6.18
Expired			(1,148,332)						$	7.98
Forfeited			(122,725)						$	14.58
Balance as of September 30, 2023			19,804,378						$	6.99
Exercisable as of September 30, 2023			17,402,097						$	6.54					2.7						$	—
Expected to vest as of September 30, 2023			2,402,281						$	10.26					8.1						—

_____________________________________________________________

(1)The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were settled on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million and is reflected as a financing activity within the consolidated statements of cash flows.

2022 Equity Incentive Plan

During the nine months ended September 30, 2023, apart from the RSUs granted as part of the stock option exchange offer discussed above, the Company granted 19 million RSUs under the 2022 Plan to certain of its key employees and directors. 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 nine months ended September 30, 2023:

						Number of RSUs						Weighted average grant date fair value
Balance as of December 31, 2022						11,288,745						$	7.56
Granted						18,571,905						$	6.65
Forfeited						(1,129,575)						$	7.37
Vested (1)						(4,283,868)						$	7.60
Balance as of September 30, 2023						24,447,207						$	6.87

_____________________________________________________________

(1)The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 1,607,828 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 payment for the

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employees’ tax obligations to taxing authorities was $12 million and is reflected as a financing activity within the consolidated statements of cash flows.

Employee Stock Purchase Plan (“ESPP”)

The ESPP allows eligible employees to purchase shares of the Company’s Class A Common Stock through payroll deductions of up to 15% of their eligible compensation. Under the ESPP, there are two six-month offering periods - from February 15 through August 14 and August 15 through February 14 of each year. The price of the Company’s Class A Common Stock purchased under the ESPP is 85% of the fair market value of the Company’s Class A Common Stock on the end date of each six-month offering period. As of September 30, 2023, there were 10.3 million shares available for issuance under the ESPP. During the nine months ended September 30, 2023, 775,338 shares were purchased under the ESPP.

Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended September 30, 2023 and 2022 amount to $19 million and $15 million, respectively (net of tax of $14 million and $11 million, respectively), and (ii) for the nine months ended September 30, 2023 and 2022 amount to $60 million and $23 million, respectively (net of tax of $45 million and $17 million, respectively) and were included as follows:

(in $ millions)						Three months ended September 30,												Nine months ended September 30,
						2023						2022						2023						2022
Cost of revenue (excluding depreciation and amortization)						$	1					$	1					$	3					$	1
Sales and marketing						6						5						24						8
Technology and content						5						4						13						5
General and administrative						7						5						20						9
Total						$	19					$	15					$	60					$	23

As of September 30, 2023, the Company expects compensation expense related to (i) unvested stock options of approximately $3 million to be recognized over the remaining weighted average period of 1.2 years, (ii) unvested RSUs of approximately $119 million to be recognized over the remaining weighted average period of 2.1 years and (iii) ESPP of approximately $1 million to be recognized over a remaining service period of 4.5 months.

(15)    Stockholders’ Equity

GBTG’s authorized capital stock consists of:

i.3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 466,992,558 shares are issued and outstanding as of September 30, 2023;

ii.3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), none of which is issued and outstanding as of September 30, 2023 (see note 1 - Business Description and Basis of Presentation); and

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

Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law.

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Class A Common Stock

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

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

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

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

Class B Common Stock

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

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

Liquidation: Holders of shares of Class B Common Stock have the right to receive, ratably on a per share basis with other holders of Class B Common Stock and holders of Class A Common Stock, a distribution from GBTG’s remaining assets available for distribution to stockholders, up to the par value of such shares of Class B Common Stock, but otherwise are not entitled to receive any assets of GBTG in connection with any such liquidation, dissolution or winding up.

Other rights: Except as set forth in the Shareholders Agreement and the Exchange Agreement, holders of shares of Class B Common Stock do not have preemptive, subscription, redemption or conversion rights.

Exchange Agreement: The Continuing JerseyCo Owners (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their GBT JerseyCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of GBTG’s Class B Common Stock) for shares of GBTG’s Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash. The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and GBTG’s Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of GBTG’s Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised their rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock of GBTG and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation).

Preferred Stock

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

Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A Common Stock and holders of Class B-1 preferred stock are entitled to the same rights

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and privileges, qualifications and limitations as holders of Class B Common Stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock.

Distributions

There were no capital distributions to shareholders during the three and nine months ended September 30, 2023 and 2022.

Registration Rights Agreement

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

Sponsor Side Letter

In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) pursuant to which approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the volume-weighted average share price ("VWAP") of Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A Common Stock. These shares are accounted for as part of earnout shares discussed above in note 13 – Earnout Shares.

Class A Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described above.

Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows:

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(in $ millions)						Currency  translation adjustments						Defined  benefit plan  related						Unrealized gain on cash flow hedge and  hedge of investments  in foreign subsidiary						Total accumulated  other comprehensive  loss
Balance as of December 31, 2022						$	(10)					$	(1)					$	4					$	(7)
Net changes during the period, net of tax benefit of $0						(6)						(1)						—						(7)
Allocated to non-controlling interest						(16)						1						1						(14)
Re-classed from non-controlling interest upon corporate simplification transaction (see note 1)						(63)						(27)						27						(63)
Balance as of September 30, 2023						$	(95)					$	(28)					$	32					$	(91)

(1) Allocation of accumulated other comprehensive income (loss) to the non-controlling interest represented by the Continuing JerseyCo Owners ceased upon Corporate Simplification transaction discussed in note 1 – Business Description and Basis of Presentation.

(in $ millions)						Currency translation adjustments						Defined benefit plan related						Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary						Total accumulated other comprehensive loss
Balance as of December 31, 2021						$	(38)					$	(128)					$	4					$	(162)
Net changes prior to reverse recapitalization, net of tax benefit of $0						(59)						—						12						(47)
Allocated to non-controlling interest						85						112						(14)						183
Net changes post reverse recapitalization, net of tax benefit of $0						(11)						—						2						(9)
Balance as of September 30, 2022						$	(23)					$	(16)					$	4					$	(35)

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.

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 20 million of stock options and 24 million of RSUs from the calculation of diluted loss per share for the three and nine months ended September 30, 2023, as their inclusion would have resulted in anti-dilutive effect on loss per share.

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

(in $ millions, except share and per share data)						Three months ended September 30,												Nine months ended September 30,
						2023						2022						2023						2022
Numerator – Basic and diluted (loss) earnings per share:
Net (loss) income attributable to the Company’s Class A common stockholders (A)						$	—					$	(20)					$	(16)					$	1
Add: Net loss attributable to non-controlling interests in subsidiaries						(8)						(53)						(74)						(167)
Net loss attributable to the Company’s Class A common stockholders - Diluted (B)						$	(8)					$	(73)					$	(90)					$	(166)
Denominator – Basic and diluted weighted average number of shares outstanding:
Weighted average number of Class A Common Stock outstanding – Basic (C)						419,154,778						48,867,969						181,775,461						48,867,969
Assumed conversion of Class B Common Stock						38,587,351						—						274,524,584						394,448,481
Weighted average number of Class A Common Stock outstanding – Diluted (D)						457,742,129						48,867,969						456,300,045						443,316,450
Basic (loss) earnings per share attributable to the Company’s Class A common stockholders: (A) / (C)						$	—					$	(0.43)					$	(0.09)					$	0.02
Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D)						$	(0.02)					$	(0.43)					$	(0.20)					$	(0.38)

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 LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, GBT Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans:

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

_____________________________________________________________

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

In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three and nine months ended September 30, 2023, the Company has reclassified $2 million and $6 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statements of operations.

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

The above interest rate swap contracts are considered as cash flow hedges with changes in the fair value of the interest rate swaps, net of tax, being recognized in other comprehensive income (loss) and reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings.

Warrants and Earnout Shares

As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 13 – Earnout Shares). For a period from the date of the Business Combination until October 2022, the Company also had warrants issued and outstanding, which were exchanged in full for shares of Class A Common Stock in October 2022. The non-employee earnout shares are classified as derivative liabilities under ASC 815 and are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

As of September 30, 2023, the number of non-employee 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 Location						September 30, 2023						December 31, 2022
Derivatives designated as hedging instruments
Interest rate swaps						Other non-current assets						$	16					$	10
Derivatives not designated as hedging instruments
Earnout shares						Earnout derivative liabilities						$	67					$	90

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

			Amount of gain/(loss) recognized in other comprehensive income (loss)																								Statement of operations location						Amount of gain/(loss) recognized in  statements of operations
			Three months ended September 30,												Nine months ended September 30,																		Three months ended September 30,												Nine months ended September 30,
			2023						2022						2023						2022												2023						2022						2023						2022
Derivatives designated as hedging instruments
Interest rate swap			$	3					$	18					$	6					$	31					NA						—						—						—						—
Interest rate swaps re-classed to consolidated statements of operations			(2)						(2)						(6)						(2)						Interest expense						$	2					$	2					$	6					$	2
Derivatives not designated as hedging instruments
Earnout Shares			—						—						—						—						Fair value movement on earnout and warrant derivative liabilities						39						12						23						35
Warrants			—						—						—						—						Fair value movement on earnout and warrant derivative liabilities						—						(18)						—						(5)
																																	$	41					$	(4)					$	29					$	32

During the three and nine months ended September 30, 2023, the Company has reclassified $2 million and $6 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense. The total gain of $8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months.

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 September 30, 2023, 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 method.

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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  Hierarchy						September 30, 2023						December 31, 2022
Interest rate swaps asset						Level 2						$	16					$	10
Non-employee earnout shares						Level 3						(67)						(90)

The fair value of earnout shares was estimated using the Monte Carlo method. Inherent in the Monte Carlo method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility and implied historical volatility of select peer companies’ common stock that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero.

The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities:

			September 30, 2023						December 31, 2022
Stock price ($)			$	5.50					$	6.75
Risk-free interest rate			4.73		%				4.06		%
Volatility			52.5		%				42.5		%
Expected term (years)			3.7						4.4
Expected dividends			0.0		%				0.0		%
Fair value ($) (per earnout share – Tranche 1)			$	3.18					$	4.30
Fair value ($) (per earnout share – Tranche 2)			$	2.66					$	3.58

The following table presents changes in Level 3 financial liabilities measured at fair value during the nine months September 30, 2023:

(in $ millions)						Earnout Shares
Balance as of December 31, 2022						$	90
Change in fair value						(23)
Balance as of September 30, 2023						$	67

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.

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The fair values of the Company’s outstanding senior secured term loans are as follows:

												September 30, 2023												December 31, 2022
(in $ millions)						Fair Value Hierarchy						Carrying amount(1)						Fair value						Carrying amount (1)						Fair value
Senior secured initial term loans						Level 2						$	234					$	231					$	235					$	220
Senior secured tranche B-3 term loans						Level 3						$	990					$	1017					$	987					$	1017
Senior secured tranche B-4 term loans						Level 3						$	131					$	137					$	—					$	—

_____________________________________________________________

(1)Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans.

The carrying amounts of cash and cash equivalents, accounts receivable, 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.

The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates.

Commercial Agreements

The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $7 million and $7 million for the three months ended September 30, 2023 and 2022, respectively, and costs of $22 million and $18 million for the nine months ended September 30, 2023 and 2022, respectively, for charges from affiliates of Amex Coop. Revenues also include revenue from affiliates of Amex Coop of approximately $7 million and $6 million for the three months ended September 30, 2023 and 2022, respectively, and revenue of $19 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements, which include amounts collected by the Company on behalf of affiliates of Amex Coop, as of September 30, 2023 and December 31, 2022, were $47 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements were $11 million and $15 million as of September 30, 2023 and December 31, 2022, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022.

License of American Express Marks

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

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Exchange Agreement

GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their B Ordinary Shares of GBT JerseyCo for Class A Common Stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. The Exchange Agreement also provided GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and GBTG’s Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of GBTG’s Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised such rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock of GBTG and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation).

Shareholders Agreement

At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “Shareholders Agreement”). The Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A Ordinary Shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws. The Shareholders Agreement also sets out the composition and appointment of the GBTG Board, and provides for various provisions for transfer of shares, shareholder rights and termination of such rights. On July 10, 2023, the Continuing JerseyCo Owners entered into a letter agreement amending the Shareholders Agreement (the “SHA Amendment”) to, among other things, (i) reflect that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement and (ii) modify tax related provisions to reflect that GBT JerseyCo will no longer be treated as a partnership for U.S. tax purposes.

Advisory Services Agreement

Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company under the Advisory Services Agreement which was terminated upon the closing of the Business Combination in May 2022. For the three and nine months ended September 30, 2022, the Company accrued fees of $0 and $1 million, respectively. As of both September 30, 2023 and December 31, 2022, the Company had $5 million as amounts payable to Certares under this agreement.

Commercial and Operating Agreements with Expedia

An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $40 million and $30 million for the three months ended September 30, 2023 and 2022, respectively, and $122 million and $90 million for the nine months ended September 30, 2023 and 2022, respectively. The Company had $20 million and $18 million receivable from the affiliate of Expedia as of September 30, 2023 and December 31, 2022, respectively.

GBT UK has entered into a Transition Services Agreement with Expedia, Inc., pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to the Company. The total cost charged to the Company for the three months ended September 30, 2023 and 2022, was approximately $6 million and $8 million, respectively, and for the nine months ended September 30, 2023 and 2022, was $20 million and $28 million, respectively, which was included in the Company’s consolidated statements of operations within technology and content expense. As of September 30, 2023 and December 31, 2022 the Company had a payable to Expedia Inc. of $4 million and $8 million, respectively. Further, as of September 30,

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2023 and December 31, 2022, Egencia had a net receivable of $7 million and $4 million, respectively, from Expedia, primarily on account of net cash collected from customers by Expedia on behalf of Egencia.

During the nine months ended September 30, 2023, pursuant to an agreement with Expedia, the Company issued 575,409 shares of Class A Common Stock to Expedia to settle, in part, $4 million of liability for loss contingency accrued in 2022. As of September 30, 2023, and December 31, 2022, the Company had $11 million and $15 million, respectively, that remained payable to Expedia in respect of this loss contingency.

Loan to equity affiliate

During the nine months ended September 30, 2023, the Company provided a loan of $5 million to one of its equity affiliates of which $2 million is receivable in the next twelve months.

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v3.23.3

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 03, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
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	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		467,022,817
Entity Central Index Key	0001820872
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

v3.23.3

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 432	$ 303
Accounts receivable (net of allowance for credit losses of $20 and $23 as of September 30, 2023 and December 31, 2022, respectively)	851	765
Due from affiliates	40	36
Prepaid expenses and other current assets	146	130
Total current assets	1,469	1,234
Property and equipment, net	228	218
Equity method investments	13	14
Goodwill	1,190	1,188
Other intangible assets, net	570	636
Operating lease right-of-use assets	50	58
Deferred tax assets	299	333
Other non-current assets	61	47
Total assets	3,880	3,728
Current liabilities:
Accounts payable	385	253
Due to affiliates	62	48
Accrued expenses and other current liabilities	453	452
Current portion of operating lease liabilities	17	17
Current portion of long-term debt	6	3
Total current liabilities	923	773
Long-term debt, net of unamortized debt discount and debt issuance costs	1,353	1,219
Deferred tax liabilities	49	24
Pension liabilities	137	147
Long-term operating lease liabilities	57	61
Earnout derivative liabilities	67	90
Other non-current liabilities	39	43
Total liabilities	2,625	2,357
Commitments and Contingencies (see note 11)
Stockholders’ equity:
Additional paid-in capital	2,733	334
Accumulated deficit	(1,390)	(175)
Accumulated other comprehensive loss	(91)	(7)
Total equity of the Company’s stockholders	1,252	152
Equity attributable to non-controlling interest in subsidiaries	3	1,219
Total stockholders’ equity	1,255	1,371
Total liabilities and stockholders’ equity	3,880	3,728
Class A common stock
Stockholders’ equity:
Common stock	0	0
Class B common stock
Stockholders’ equity:
Common stock	$ 0	$ 0

v3.23.3

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Allowance for credit losses	$ 20	$ 23
Class A common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	3,000,000,000	3,000,000,000
Common stock, shares issued (in shares)	466,992,558	67,753,543
Common stock, shares outstanding (in shares)	466,992,558	67,753,543
Class B common stock
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	3,000,000,000	3,000,000,000
Common stock, shares issued (in shares)	0	394,448,481
Common stock, shares outstanding (in shares)	0	394,448,481

v3.23.3

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 571	$ 488	$ 1,741	$ 1,324
Costs and expenses:
Cost of revenue (excluding depreciation and amortization shown separately below)	237	218	720	590
Sales and marketing	94	86	299	245
Technology and content	101	102	301	289
General and administrative	81	84	245	231
Restructuring and other exit charges	12	(2)	42	(5)
Depreciation and amortization	50	45	145	134
Total operating expenses	575	533	1,752	1,484
Operating loss	(4)	(45)	(11)	(160)
Interest expense	(36)	(26)	(105)	(69)
Fair value movement on earnout and warrant derivative liabilities	39	(6)	23	30
Other loss, net	(9)	(5)	(9)	(3)
Loss before income taxes and share of losses from equity method investments	(10)	(82)	(102)	(202)
Benefit from income taxes	2	10	12	39
Share of losses from equity method investments	0	(1)	0	(3)
Net loss	(8)	(73)	(90)	(166)
Less: net loss attributable to non-controlling interests in subsidiaries	(8)	(53)	(74)	(167)
Net (loss) income attributable to the Company’s Class A common stockholders	$ 0	$ (20)	$ (16)	$ 1
Basic (loss) earnings per share attributable to the Company's Class A common stockholders (in dollars per share)	$ 0	$ (0.43)	$ (0.09)	$ 0.02
Weighted average number of shares outstanding - Basic (in shares)	419,154,778	48,867,969	181,775,461	48,867,969
Diluted loss per share attributable to the Company's Class A common stockholders (in dollars per share)	$ (0.02)	$ (0.43)	$ (0.20)	$ (0.38)
Weighted average number of shares outstanding - Diluted (in shares)	457,742,129	48,867,969	456,300,045	443,316,450

v3.23.3

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (8)	$ (73)	$ (90)	$ (166)
Other comprehensive (loss) income, net of tax:
Change in currency translation adjustments, net of tax	(19)	(55)	(6)	(145)
Unrealized gains on cash flow hedge, net of tax:
Unrealized gains on cash flow hedges arising during the period	3	18	6	31
Unrealized gains on cash flow hedges reclassed to interest expense	(2)	(2)	(6)	(2)
Amortization of actuarial (loss) gain and prior service cost in net periodic pension cost, net of tax	0	0	(1)	1
Other comprehensive loss, net of tax	(18)	(39)	(7)	(115)
Comprehensive loss	(26)	(112)	(97)	(281)
Less: Comprehensive loss attributable to non-controlling interests in subsidiaries	(3)	(87)	(60)	(273)
Comprehensive loss attributable to the Company’s Class A common stockholders	$ (23)	$ (25)	$ (37)	$ (8)

v3.23.3

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Operating activities:
Net loss	$ (90)	$ (166)
Adjustments to reconcile net loss to net cash from (used in) operating activities:
Depreciation and amortization	145	134
Deferred tax benefit	(16)	(41)
Equity-based compensation	60	23
Allowance for credit losses	11	8
Fair value movement on earnout and warrant derivative liabilities	(23)	(30)
Other	16	16
Defined benefit pension funding	(21)	(25)
Proceeds from termination of interest rate swap	0	23
Changes in working capital:
Accounts receivable	(109)	(478)
Prepaid expenses and other current assets	(26)	(55)
Due from affiliates	(2)	(31)
Due to affiliates	18	26
Accounts payable, accrued expenses and other current liabilities	141	206
Net cash from (used in) operating activities	104	(390)
Investing activities:
Purchase of property and equipment	(87)	(73)
Other	(6)	0
Net cash used in investing activities	(93)	(73)
Financing activities:
Proceeds from reverse recapitalization, net	0	269
Redemption of preference shares	0	(168)
Proceeds from senior secured term loans	131	200
Repayment of senior secured term loans	(2)	(2)
Contributions for ESPP and proceeds from exercise of stock options	7	0
Payment of taxes withheld on vesting of equity awards	(14)	0
Repayment of finance lease obligations	(2)	(2)
Payment of debt financing costs	(2)	0
Other	3	(4)
Net cash from financing activities	121	293
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(3)	(30)
Net increase (decrease) in cash, cash equivalents and restricted cash	129	(200)
Cash, cash equivalents and restricted cash, beginning of period	316	525
Cash, cash equivalents and restricted cash, end of period	445	325
Supplemental cash flow information:
Cash paid/(refund) for income taxes (net of payments)	1	(1)
Cash paid for interest (net of interest received)	107	66
Dividend accrued on preferred shares	0	8
Non-cash additions for operating lease right-of-use assets	10	10
Non-cash additions for finance lease	3	0
Issuance of shares to settle liability	$ 4	$ 0

v3.23.3

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Cash, cash equivalents and restricted cash consist of:
Cash and cash equivalents	$ 432	$ 303
Restricted cash (included in other non-current assets)	13	13
Cash, cash equivalents and restricted cash	$ 445	$ 316

v3.23.3

CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL STOCKHOLDERS’ EQUITY - USD ($) $ in Millions	Total	Common Stock Class A common stock	Common Stock Class B common stock	Common Stock Voting ordinary shares	Common Stock Non-voting ordinary shares	Common Stock Profit shares	Additional paid-in capital	Accumulated deficit	Total accumulated other comprehensive loss	Total equity of the Company’s stockholders	Equity attributable to non-controlling interest in subsidiaries
Beginning balance (in shares) at Dec. 31, 2021		0	0	36,000,000	8,413,972	800,000
Beginning balance at Dec. 31, 2021	$ 1,334	$ 0	$ 0	$ 0	$ 0	$ 0	$ 2,560	$ (1,065)	$ (162)	$ 1,333	$ 1
Dividend on preferred shares	(5)						(5)			(5)
Equity-based compensation	3						3			3
Other comprehensive loss, net of tax	(7)								(7)	(7)
Net loss	(91)							(91)		(91)
Ending balance (in shares) at Mar. 31, 2022		0	0	36,000,000	8,413,972	800,000
Ending balance at Mar. 31, 2022	1,234	$ 0	$ 0	$ 0	$ 0	$ 0	2,558	(1,156)	(169)	1,233	1
Beginning balance (in shares) at Dec. 31, 2021		0	0	36,000,000	8,413,972	800,000
Beginning balance at Dec. 31, 2021	1,334	$ 0	$ 0	$ 0	$ 0	$ 0	2,560	(1,065)	(162)	1,333	1
Other comprehensive loss, net of tax	(115)
Net loss	(166)
Ending balance (in shares) at Sep. 30, 2022		56,945,033	394,448,481	0	0	0
Ending balance at Sep. 30, 2022	1,169	$ 0	$ 0	$ 0	$ 0	$ 0	259	(148)	(35)	76	1,093
Beginning balance (in shares) at Mar. 31, 2022		0	0	36,000,000	8,413,972	800,000
Beginning balance at Mar. 31, 2022	1,234	$ 0	$ 0	$ 0	$ 0	$ 0	2,558	(1,156)	(169)	1,233	1
Dividend on preferred shares	(3)						(3)			(3)
Equity-based compensation prior to reverse recapitalization	2						2			2
Additional shares issued to Expedia (in shares)					59,111
Additional shares issued to Expedia	6						6			6
Net loss prior to reverse recapitalization	(30)							(30)		(30)
Other comprehensive loss, net of tax, prior to reverse recapitalization	(40)								(40)	(40)
Reverse recapitalization, net (in shares)		56,945,033	394,448,481	(36,000,000)	(8,473,083)	(800,000)
Reverse recapitalization, net	95						(2,322)	1,037	183	(1,102)	1,197
Equity-based compensation after the reverse recapitalization	3						3			3
Net income after the reverse recapitalization	28							21		21	7
Other comprehensive loss, net of tax, after the reverse recapitalization	(29)								(4)	(4)	(25)
Ending balance (in shares) at Jun. 30, 2022		56,945,033	394,448,481	0	0	0
Ending balance at Jun. 30, 2022	1,266	$ 0	$ 0	$ 0	$ 0	$ 0	244	(128)	(30)	86	1,180
Equity-based compensation	15						15			15
Other comprehensive loss, net of tax	(39)								(5)	(5)	(34)
Net loss	(73)							(20)		(20)	(53)
Ending balance (in shares) at Sep. 30, 2022		56,945,033	394,448,481	0	0	0
Ending balance at Sep. 30, 2022	1,169	$ 0	$ 0	$ 0	$ 0	$ 0	259	(148)	(35)	76	1,093
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)
Other comprehensive loss, net of tax	(4)										(4)
Net loss	(27)							(2)		(2)	(25)
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, 2022		67,753,543	394,448,481
Beginning balance at Dec. 31, 2022	1,371	$ 0	$ 0				334	(175)	(7)	152	1,219
Other comprehensive loss, net of tax	(7)
Net loss	(90)
Ending balance (in shares) at Sep. 30, 2023		466,992,558	0
Ending balance at Sep. 30, 2023	1,255	$ 0	$ 0				2,733	(1,390)	(91)	1,252	3
Beginning balance (in shares) at Mar. 31, 2023		69,498,992	394,448,481
Beginning balance at Mar. 31, 2023	1,352	$ 0	$ 0				346	(177)	(7)	162	1,190
Equity-based compensation	22						22			22
Shares issued, net, on vesting of/exercise of equity awards (in shares)		355,125
Shares issued on vesting of / exercise of equity awards	1						1			1
Shares issued to settle liability (in shares)		575,409
Shares issued to settle liability	4						4			4
Other comprehensive loss, net of tax	15								2	2	13
Net loss	(55)							(14)		(14)	(41)
Ending balance (in shares) at Jun. 30, 2023		70,429,526	394,448,481
Ending balance at Jun. 30, 2023	1,339	$ 0	$ 0				373	(191)	(5)	177	1,162
Equity-based compensation	19						19			19
Shares issued, net, on vesting of/exercise of equity awards (in shares)		2,947,937
Shares issued on vesting of / exercise of equity awards	5						5			5
Shares withheld for taxes in relation to vesting of equity awards (in shares)		(833,386)
Shares withheld for taxes in relation to vesting of equity awards	(6)						(6)			(6)
Other comprehensive loss, net of tax	(18)								(23)	(23)	5
Exchange of Class B common stock for Class A common Stock pursuant to the Exchange Agreement (in shares)		394,448,481	394,448,481
Exchange of Class B common stock for Class A common Stock pursuant to the Exchange Agreement	0						2,418	(1,199)	(63)	1,156	(1,156)
Tax impact of corporate simplification	(76)						(76)			(76)
Net loss	(8)							0		0	(8)
Ending balance (in shares) at Sep. 30, 2023		466,992,558	0
Ending balance at Sep. 30, 2023	$ 1,255	$ 0	$ 0				$ 2,733	$ (1,390)	$ (91)	$ 1,252	$ 3

v3.23.3

Business Description and Basis of Presentation	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description and Basis of Presentation	Business Description and Basis of Presentation Global Business Travel Group, Inc. (“GBTG”), and its consolidated subsidiaries, including GBT JerseyCo Limited (“GBT JerseyCo” and all together the “Company”), is a leading platform serving travel primarily for business purposes and provides a full suite of differentiated, technology-enabled solutions to business travelers and clients, suppliers of travel content (such as airlines, hotels, ground transportation and aggregators) and third-party travel agencies. The Company manages end-to-end logistics of business travel and provides a link between businesses and their employees, travel suppliers, and other industry participants. On December 2, 2021, GBT JerseyCo entered into a business combination agreement (“Business Combination Agreement”) with GBTG (formerly known as Apollo Strategic Growth Capital or “APSG”), a special purpose acquisition company, listed on the New York Stock Exchange (the “Business Combination”). The Business Combination closed on May 27, 2022 and GBT JerseyCo became a direct subsidiary of GBTG. The Business Combination was accounted for as a reverse recapitalization, whereby GBT JerseyCo was considered the accounting acquirer in the transaction and the predecessor entity of GBTG. Accordingly, no assets or liabilities were measured at fair value, and no goodwill or other intangible assets were recognized as a result of the Business Combination. GBTG is a Delaware corporation and tax resident in the United States of America (“U.S.”). The Company has one reportable segment. Prior to giving effect to the Corporate Simplification (as defined below): (a)GBTG held its investments in GBT JerseyCo (a tax resident in the United Kingdom (“U.K.”)) and its subsidiaries through an umbrella partnership-C corporation structure (“Up-C structure”) and GBT JerseyCo was considered a partnership for U.S. tax purposes; (b)GBT JerseyCo’s holders of B Ordinary Shares were American Express Travel Holdings Netherlands Coöperatief U.A. (“Amex Coop”), a resident of the Netherlands, Juweel Investors (SPC) Limited (a successor entity of Juweel Investors Limited) (“Juweel”), a resident of the Cayman Islands, and EG Corporate Travel Holdings LLC, a Delaware limited liability company (“Expedia”, and collectively, with Amex Coop and Juweel the “Continuing JerseyCo Owners”); (c)GBTG owned A Ordinary Shares of GBT JerseyCo and Continuing JerseyCo Owners owned B Ordinary Shares of GBT JerseyCo; and (d)Continuing JerseyCo Owners owned Class B Common Stock of GBTG and other public stockholders owned GBTG’s Class A Common Stock. On July 10, 2023, GBTG entered into a series of transactions that simplified its organizational structure by eliminating the Company’s Up-C structure (the "Corporate Simplification"). As part of this Corporate Simplification, the Continuing JerseyCo Owners transferred all of their respective B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG to GBTG in exchange for GBTG issuing to each Continuing JerseyCo Owner shares of its Class A Common Stock. Further, GBTG also entered into an amendment to the Business Combination Agreement with GBT JerseyCo (the “BCA Amendment”) and the SHA Amendment (as discussed further below), to provide, among other things, that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners (and certain other current and former employees of GBTG) will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement. The BCA Amendment also provides that certain rights of holders of the C Ordinary Shares of GBT JerseyCo with respect to dividends and distributions and with respect to potential payments upon the winding up of GBT JerseyCo that had been obligations of GBT JerseyCo under its organizational documents prior to the Corporate Simplification are now direct obligations of GBTG. Reciprocal amendments are reflected in the Fifth Amended and Restated Memorandum of Association of GBT JerseyCo and the Fourth Amended and Restated Articles of Association of GBT JerseyCo. As a result of the Corporate Simplification: •GBTG issued Class A Common Stock to the Continuing JerseyCo Owners in exchange for all of the issued and outstanding B Ordinary Shares of GBT JerseyCo and all of the issued and outstanding shares of Class B Common Stock of GBTG held by them; •GBTG became the sole holder of all the issued and outstanding A Ordinary Shares of GBT JerseyCo; •there are no shares of Class B Common Stock of GBTG or B Ordinary Shares of GBT JerseyCo that remain issued and outstanding; •no net income (loss) or shareholder’s equity is allocated to the Continuing JerseyCo Owners (as non-controlling interests) in the consolidated financial statements of the Company (see note 15 – Stockholders’ Equity for further discussion); and •tax distributions that were payable by GBT JerseyCo to the Continuing JerseyCo Owners under the Shareholders’ Agreement (arising from the U.S. tax partnership arrangement) ceased, with GBTG now assuming 100% of income tax liability for any incremental U.S. tax payable related to GBT JerseyCo’s income from international operations (see note 12 – Income Taxes for further discussion). Impact of COVID-19 There have been improvements in the Company’s business and operating conditions since the outset of the COVID-19 pandemic in March 2020; however, the Company cannot predict the long-term effects of the pandemic on its business. As travel restrictions have been relaxed and travel patterns return, the Company has seen gradual improvement in its key volume metrics during 2022 and through the first nine months of 2023. Although the Company’s results for the first quarter of 2022 included a strong recovery from the pandemic, the Omicron variant of COVID-19 limited the recovery of the Company’s business during that period. Consequently, the results for the nine months ended September 30, 2023 include upside from such recovery in comparison to the same period in the prior year. The Company incurred a net loss of $90 million and had cash inflows from operations of $104 million during the nine months ended September 30, 2023, compared to a net loss of $166 million and cash outflows from operations of $390 million during the nine months ended September 30, 2022. Governments of multiple countries implemented several programs to help businesses during the COVID-19 pandemic through loans, wage subsidies, tax relief or deferrals and other financial aid. The Company participated in several of these government programs. During the three and nine months ended September 30, 2022, the Company recognized in its consolidated statements of operations government grants and other benefits for salaries and wages of $0 and $10 million, respectively, as a reduction of expenses. There were no government grants recognized in the consolidated statement of operations during the three and nine months ended September 30, 2023. As of September 30, 2023, and December 31, 2022, the Company had a receivable of $1 million and $13 million, respectively, in relation to such government grants, which is included in the accounts receivable balance in the consolidated balance sheets. These relate to payments that are expected to be received under the government programs where the Company has met the qualifying requirements and it is probable that payments will be received. The Company believes its liquidity is important given the limited ability to predict its future financial performance due to the uncertainties associated with potential economic slowdown resulting from adverse macro-economic conditions. The Company has taken several measures to preserve and enhance its liquidity, including additional term loans in January 2023 (see note 10 – Long-term Debt) and restructuring initiatives (see note 9 – Restructuring, Exit and Related Charges). Apart from the expectation of the recovery in its business operations, the Company continues to further explore other capital market transactions, process rationalizations and cost reduction measures to improve its liquidity position. Based on the Company’s current and expected operating plan, existing cash and cash equivalents, the recovery of business travel indicated by recent volume trends, the Company’s mitigation measures taken or planned to strengthen its liquidity and financial position, along with the Company’s available funding capacity and cash flows from operations, the Company believes it has adequate liquidity to meet the future operational and other needs of the business for a minimum period of twelve months. Basis of Presentation The Company’s consolidated financial statements include the accounts of GBTG, its wholly-owned subsidiaries and entities controlled by GBTG, including GBT JerseyCo. There are no entities that have been consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The Company reports the non-controlling ownership interests in subsidiaries that are held by third-party owners as equity attributable to non-controlling interests in subsidiaries on the consolidated balance sheets. The portion of income or loss attributable to third-party owners for the reporting periods is reported as net income (loss) attributable to non-controlling interests in subsidiaries on the consolidated statements of operations. The Company has eliminated intercompany transactions and balances in its consolidated financial statements. For the periods prior to the Business Combination, the consolidated financial statements of the Company comprise the accounts of GBT JerseyCo and its wholly-owned subsidiaries. All intercompany accounts and transactions among GBT JerseyCo and its consolidated subsidiaries were eliminated. The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the 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, 2022, included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission, United States (the “SEC”) on March 21, 2023 (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 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 contingencies. Actual results could differ materially from those estimates. Many of the Company’s estimates and assumptions require increased judgment as a result of several macroeconomic conditions, including those resulting from long-term recovery from the COVID-19 pandemic. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods.

v3.23.3

Recently Issued Accounting Pronouncements	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Accounting Pronouncements - Adopted Contracts with Customers Acquired in a Business Combination In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This updated guidance amends the current business combination guidance where an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is to be applied prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance. Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”), which was discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU impact contract modifications and other changes that occur while LIBOR was phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform: Deferral of the Sunset Date of Topic 848.” As a result of the U.K. Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024. On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt). The Company also amended its interest rate swap agreement to change its reference rate from LIBOR to SOFR (see note 17 - Derivatives and Hedging). The Company evaluated and applied optional expedients available under this guidance, as applicable, for such transactions and there was no material impact on the Company’s consolidated financial statements.

v3.23.3

Revenue from Contracts with Customers	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue from Contracts with Customers	Revenue from Contracts with Customers The Company disaggregates revenue based on (i) Travel Revenue which include all revenue relating to servicing a transaction, which can be air, hotel, car rental, rail or other travel-related booking or reservation, and (ii) Product and Professional Services Revenue which include all revenue relating to using the Company’s platform, products and value-added services. The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Three months ended September 30, Nine months ended September 30, (in $ millions) 2023 2022 2023 2022 Travel revenue $ 455  $ 387  $ 1,401  $ 1,032  Product and professional services revenue 116  101  340  292  Total revenue $ 571  $ 488  $ 1,741  $ 1,324  Payments from customers are generally received within 30-60 days of invoicing or from their contractual date agreed under the terms of contract. The Company evaluates collectability of accounts receivable based on a combination of factors and records expected credit losses as described further in note 4 - Allowances for Expected Credit Losses. Contract Balances Contract assets represent the Company’s right to consideration in exchange for services transferred to a customer when that right is conditioned on the Company’s future performance obligations. Contract liabilities represent the Company’s obligation to transfer services to a customer for which the Company has received consideration (or the amount is due) from the customer. The opening and closing balances of the Company’s accounts receivable, net, and contract liabilities are as follows: Contract liabilities (in $ millions) Accounts receivable, net (1) Client incentives, net (non-current) Deferred revenue (current) Balance as of September 30, 2023 $ 850  $ 18  $ 23  Balance as of December 31, 2022 $ 752  $ 19  $ 19  _____________________________________________________________ (1)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 nine months ended September 30, 2023, the cash payments received or due in advance of the satisfaction of the Company’s performance obligations were offset by $12 million of revenue recognized that was included in the deferred revenue balance as of December 31, 2022. Remaining Performance Obligations As of September 30, 2023, the aggregate amount of the transaction price allocated to the Company’s remaining performance obligations was approximately $5 million, which the Company expects to recognize as revenue as performance obligations are satisfied over the remainder of 2023. The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected term of one year or less.

v3.23.3

Allowances for Expected Credit Losses	9 Months Ended
	Sep. 30, 2023
Allowance for Credit Loss [Abstract]
Allowances for Expected Credit Losses	Allowances for Expected Credit Losses The Company estimates expected credit losses upon recognition of the financial assets, which primarily comprise accounts receivable. The Company has identified the relevant risk characteristics of its customers and the related receivables, which include size, type (e.g., business clients vs. travel supplier and credit card vs. non-credit card customers) or geographic location of the customer, or a combination of these characteristics. The Company has considered the historical credit loss experience, current economic conditions, forecasts of future economic conditions, and any recoveries in assessing the lifetime expected credit losses on its accounts receivable. Other key factors that influence the expected credit loss analysis include customer demographics and payment terms offered in the normal course of business to customers. This is assessed each quarter based on the Company’s specific facts and circumstances. The movement in Company’s allowance for credit losses for the nine months ended September 30, 2023, is set out below: (in $ millions) Amount Balance as of December 31, 2022 $ 23  Provision for expected credit losses during the period 11  Write-offs (16) Foreign exchange 2  Balance as of September 30, 2023 $ 20  Uncertain macroeconomic factors, including rising interest rates, potential recession or economic downturn, can have a significant effect on the allowance for credit losses as such conditions could potentially result in the restructuring or bankruptcy of customers. Further, the impact of the COVID-19 pandemic on the global economy and other general increases in aging balances has impacted the Company’s estimate of expected credit losses. Given such uncertainties, the Company cannot provide assurance that the assumptions used in its estimates will be accurate and actual write-offs may vary from such estimates of credit losses.

v3.23.3

Prepaid Expenses and Other Current Assets	9 Months Ended
	Sep. 30, 2023
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid Expenses and Other Current Assets	Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of: (in $ millions) September 30, 2023 December 31, 2022 Prepaid software licenses and travel expenses $ 74  $ 52  Income tax receivable 26  26  Value added and similar taxes receivables 11  11  Other prepayments and receivables 35  41  Prepaid expenses and other current assets $ 146  $ 130

v3.23.3

Property and Equipment, Net	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	Property and Equipment, Net Property and Equipment consist of: (in $ millions) September 30, 2023 December 31, 2022 Capitalized software for internal use $ 427  $ 365  Computer equipment 64  71  Leasehold improvements 55  49  Furniture, fixtures and other equipment 7  5  Capital projects in progress 7  5  560  495  Less: accumulated depreciation and amortization (332) (277) Property and equipment, net $ 228  $ 218  Depreciation and amortization expense related to property and equipment was $28 million and $21 million for the three months ended September 30, 2023 and 2022, respectively, and $78 million and $64 million for the nine months ended September 30, 2023 and 2022, respectively. Depreciation and amortization expense includes amortization related to capitalized software for internal use amounting to $19 million and $16 million for the three months ended September 30, 2023 and 2022, respectively, and $53 million and $45 million for the nine months ended September 30, 2023 and 2022, respectively.

v3.23.3

Goodwill and Other Intangible Assets, Net	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Other Intangible Assets, Net	Goodwill and Other Intangible Assets, Net The following table sets forth changes in goodwill during the nine months ended September 30, 2023: (in $ millions) Amount Balance as of December 31, 2022 $ 1,188  Currency translation adjustments 2  Balance as of September 30, 2023 $ 1,190  There were no goodwill impairment losses recorded during the three and nine months ended September 30, 2023 and 2022 and there are no accumulated goodwill impairment losses as of September 30, 2023. The following table sets forth the Company’s other intangible assets with definite lives as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in $ millions) Cost Accumulated amortization Net Cost Accumulated amortization Net Trademarks/trade names $ 114  $ (71) $ 43  $ 116  $ (69) $ 47  Business client relationships 792  (286) 506  788  (240) 548  Supplier relationships 253  (232) 21  253  (213) 40  Travel partner network 4  (4) —  4  (3) 1  Other intangible assets $ 1,163  $ (593) $ 570  $ 1,161  $ (525) $ 636  Amortization expense relating to definite-lived intangibles was $22 million and $24 million for the three months ended September 30, 2023 and 2022, respectively, and $67 million and $70 million for the nine months ended September 30, 2023 and 2022, respectively, which is included in depreciation and amortization in the consolidated statements of operations.

v3.23.3

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Accrued Expenses and Other Current Liabilities	Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of: (in $ millions) September 30, 2023 December 31, 2022 Accrued payroll and related costs $ 168  $ 196  Accrued operating expenses 160 147 Client deposits 38 56 Deferred revenue 23 19 Accrued restructuring costs (see note 9) 35 11 Value added and similar taxes payable 9 9 Income tax payable 5 4 Other payables 15 10 Accrued expenses and other current liabilities $ 453  $ 452

v3.23.3

Restructuring, Exit and Related Charges	9 Months Ended
	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Restructuring, Exit and Related Charges	Restructuring, Exit and Related Charges Employee Severance Costs On January 24, 2023, the Company announced changes to its internal operating model. The Company has fully accrued for the costs of approximately $35 million associated with implementing these changes, substantially all of which represent cash expenditures for the payment of severance and related benefits costs resulting from a reduction in workforce. This strategic realignment and related actions are expected to be substantially complete by the end of 2023. From time-to-time, the Company takes initiatives to reduce costs, exit from non-profitable business components and geographical regions and/or improve operational efficiency. During the third quarter of 2023, the Company decided to exit from certain operations and / or regions and, as a result, has incurred costs mainly related to employee severance of $5 million which is included within restructuring charges in the consolidated statement of operations. Facilities Consolidation and Rationalization During the nine months ended September 30, 2023, the Company undertook an initiative to consolidate and rationalize its office facilities at different geographical locations. The Company applied lease reassessment and modification guidance and evaluated the right-of-use assets for potential impairment. Where the Company plans to exit all or distinct portions of a facility and does not have the ability or intent to sublease, the Company accelerates the amortization of operating lease ROU asset and related leasehold improvements at those premises. Accelerated amortization is recognized from the date that the Company approves the plan to fully or partially vacate a facility, for which there is no intent or ability to enter into a sublease, through the final vacate date. The accelerated amortization of operating lease ROU asset is recorded as a component of general and administrative expense in the Company’s consolidated statements of operations. Accelerated amortization of any related leasehold improvements is recorded as a component of depreciation and amortization in the Company’s consolidated statements of operations. Estimated future costs related to other non-lease components (e.g., common area maintenance charges) were accrued as part of restructuring expense and recorded as a liability on the facilities abandonment date. The table below sets forth accrued restructuring, exit and related costs included in accrued expenses and other current liabilities, for the nine months ended September 30, 2023: (in $ millions) Employee Related (1) Facility - Non-Lease Related (1) Facility - Lease Related (2) Total Balance as of December 31, 2022 $ 8  $ 3  $ —  $ 11  Accruals 40  2  10  52  Non-cash items —  —  (10) (10) Cash settled (17) (1) —  (18) Balance as of September 30, 2023 $ 31  $ 4  $ —  $ 35  _____________________________________________________________ (1)Accruals are recorded within restructuring and other exit charges in the consolidated statements of operations and the liability is included within accrued expenses and other current liabilities. (2)Accelerated amortization of operating lease ROU assets of $7 million is included within general and administrative expense and accelerated amortization of leasehold improvements of $3 million is included within depreciation and amortization expense in the consolidated statements of operations.

v3.23.3

Long-term Debt	9 Months Ended
	Sep. 30, 2023
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) September 30, 2023 December 31, 2022 Senior Secured Credit Agreement   Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 238  $ 239  Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000  1,000  Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3) 135  —  Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4) —  —  Other borrowings (5) 4  —  1,377  1,239  Less: Unamortized debt discount and debt issuance costs (18) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,359  1,222  Less: Current portion of long-term debt (6) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,353  $ 1,219  _____________________________________________________________ (1)Stated interest rate of LIBOR + 2.50% as of September 30, 2023 and December 31, 2022. (2)Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of September 30, 2023 and LIBOR + 6.50% (with a LIBOR floor of 1%) as of December 31, 2022. (3)Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of September 30, 2023. (4)Stated interest rate of SOFR + 0.1% + 6.25% (with a SOFR floor of 1%) as of September 30, 2023 and LIBOR + 2.25% as of December 31, 2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. (5)Other borrowings primarily relate to finance leases and equipment sale and lease back transaction. On January 25, 2023, the senior secured credit agreement was amended to provide for additional term loans, for general corporate purposes, in an aggregate principal amount equal to $135 million (the “tranche B-4 term loans”). The tranche B-4 term loans have substantially the same terms as the existing loans under the senior secured credit agreement’s tranche B-3 term loan facility. The tranche B-4 term loans (i) mature on December 16, 2026, (ii) are issued at a discount of approximately 3%, and (iii) are to be repaid in full on the maturity date. The amendment further replaced LIBOR with SOFR as the benchmark rate applicable to each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility and increased the applicable interest rate margins under such facilities. The tranche B-4 term loans and the existing loans under the senior secured tranche B-3 term loan facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 5.25% to 6.75% per annum, and loans under the senior secured revolving credit facility will accrue interest at a variable interest rate based on SOFR plus a leverage-based margin ranging from 4.75% to 6.25% per annum. A SOFR floor of 1.00% applies to the tranche B-4 term loans and each of the senior secured tranche B-3 term loan facility and the senior secured revolving credit facility. The Company's senior secured initial term loans accrue interest at a variable interest rate based on LIBOR plus a margin of 2.50% per annum. The LIBOR is fixed until December 29, 2023, and thereafter the variable interest rate will be based on a prime rate (as defined in the senior secured credit agreement) or such other rate as may be agreed then. The amendment also extended the maturity of the senior secured revolving credit facility from August 2023 to September 2026, subject to a springing maturity provision. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. Additionally, the amendment suspended the financial covenant restriction on the draw-down of the revolving credit facility until July 1, 2024, and replaced it with certain other borrowing conditions. Subject to meeting such borrowing conditions, the Company can draw-down the entire $50 million of revolving credit facility. During each of the nine months ended September 30, 2023 and 2022, the Company repaid the contractual quarterly installment of $2 million of the principal amount of senior secured initial term loans. At the option of Group Services B.V., a wholly owned subsidiary of GBTG (the “Borrower”), upon prior written notice, amounts borrowed under one or more of the senior secured credit facilities (as selected by the Borrower) may be voluntarily prepaid, and/or unused commitments thereunder may be voluntarily reduced or terminated, in each case, in whole or in part, at any time without premium or penalty (other than (i) any applicable prepayment premium required to be paid pursuant to the senior secured credit agreement, and (ii) customary breakage costs in connection with certain prepayments of loans bearing interest at a rate based on LIBOR/SOFR). Subject to certain exceptions set forth in the senior secured credit agreement, the Borrower is required to prepay the senior secured term loans with (i) 50% (subject to leverage-based step-downs) of annual excess cash flow (as defined in the senior secured credit agreement) in excess of a threshold amount, (ii) 100% (subject to leverage-based step-downs) of the net cash proceeds from certain asset sales and casualty events, subject to customary reinvestment rights, (iii) 100% of the net cash proceeds from the incurrence of certain indebtedness and (iv) other than in connection with the consummation of the business combination pursuant to the Business Combination Agreement, 50% of the net cash proceeds from the consummation of any initial public offering (or similar transaction) of the common stock of GBT UK TopCo Limited (or a parent entity thereof). The senior secured revolving credit facility has (i) a $30 million sublimit for extensions of credit denominated in certain currencies other than U.S. dollars, (ii) a $10 million sublimit for letters of credit, and (iii) a $10 million sublimit for swingline borrowings. Extensions of credit under the senior secured revolving credit facility are subject to customary borrowing conditions and to additional conditions during the covenant suspension period provided by the January 2023 amendment described above. The Borrower is required to pay a fee of 0.375% per annum on the average daily unused commitments under the senior secured revolving credit facility, payable quarterly in arrears. As of September 30, 2023, the Company had utilized $7 million for letters of credit and had the balance of $43 million that remained undrawn under the senior secured revolving credit facility. As of December 31, 2022, no borrowings or letters of credit were outstanding under the senior secured revolving credit facility. Interest on the senior secured credit facilities is payable quarterly in arrears (or, if earlier in the case of LIBOR and SOFR loans, at the end of the applicable interest period). The effective interest rate on the senior secured term loans for the nine months ended September 30, 2023 was approximately 11.5%. Security; Guarantees GBT UK TopCo Limited, a wholly-owned direct subsidiary of GBT JerseyCo, and certain of its direct and indirect subsidiaries, as guarantors (such guarantors, collectively with the Borrower, the “Loan Parties”), provide an unconditional guarantee, on a joint and several basis, of all obligations under the senior secured credit facilities and under cash management agreements and swap contracts with the lenders or their affiliates (with certain limited exceptions). Subject to certain cure rights, as of the end of each fiscal quarter, at least 70% of the consolidated total assets of the Loan Parties and their subsidiaries must be attributable, in the aggregate, to the Loan Parties; provided that such coverage test shall instead be calculated based on 70% of Consolidated EBITDA (as defined in the senior secured credit agreement) of the Loan Parties and their subsidiaries for the four prior fiscal quarters, commencing with the first quarterly test date after January 2021 on which Consolidated EBITDA of the Loan Parties and their subsidiaries exceeds $100 million. Further, the lenders have a first priority security interest in substantially all of the assets of the Loan Parties. Covenants The senior secured credit agreement contains various affirmative and negative covenants, including certain financial covenants (see below) and limitations (subject to exceptions) on the ability of the Loan Parties and their subsidiaries to: (i) incur indebtedness or issue preferred stock; (ii) incur liens on their assets; (iii) consummate certain fundamental changes (such as acquisitions, mergers, liquidations or changes in the nature of the business); (iv) dispose of all or any part of their assets; (v) pay dividends or other distributions with respect to, or repurchase, any equity interests of any Loan Party or any equity interests of any direct or indirect parent company or subsidiary of any Loan Party; (vi) make investments, loans or advances; (vii) enter into transactions with affiliates and certain other permitted holders; (viii) modify the terms of, or prepay, any of their subordinated or junior lien indebtedness; (ix) make certain changes to a Loan Party’s entity classification for U.S. federal income tax purposes or certain intercompany transfers of a Loan Party’s assets if, as a result thereof, an entity would cease to be a Loan Party due to adverse tax consequences; (x) enter into swap contracts; and (xi) enter into certain burdensome agreements. Certain restricted payments and debt incurrences that would otherwise be permitted under the senior secured credit agreement cannot be made during the suspension period implemented pursuant to the January 2023 amendment described above. Any such prohibited payment or incurrence would trigger an automatic reduction to zero of the commitments under the senior secured revolving credit facility for the duration of the suspension period, which would give rise to prepayment and/or cash collateral requirements in respect of then-current utilization of the senior secured revolving credit facility. Additionally, any such payment or incurrence would constitute a violation of the senior secured credit agreement if any revolving loans would be outstanding immediately thereafter. The senior secured credit agreement also requires that an aggregate amount of Liquidity (as defined in the senior secured credit agreement) equal to at least $200 million be maintained as of the end of each calendar month. Liquidity is calculated as the aggregate amount of unrestricted cash and cash equivalents of the Loan Parties and their subsidiaries plus, under certain circumstances, the unused amount available to be drawn under the senior secured revolving credit facility. The senior secured credit agreement also contains an additional financial covenant applicable solely to the senior secured revolving credit facility. After giving effect to the January 2023 amendment described above, such financial covenant requires the first lien net leverage ratio (calculated in a manner set forth under the senior secured credit agreement) to be less than or equal to 3.50 to 1.00 as of the last day of any fiscal quarter on which (a) the suspension period is not in effect and (b) the aggregate principal amount of outstanding loans and letters of credit under the 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 September 30, 2023. As of September 30, 2023, the Loan Parties and their subsidiaries were in compliance with all applicable covenants under the senior secured credit agreement. Events of Default The senior secured credit agreement contains default events (subject to certain materiality thresholds and grace periods), which could require early prepayment, termination of the senior secured credit agreement or other enforcement actions customary for facilities of this type. As of September 30, 2023, no event of default existed under the senior secured credit agreement.

v3.23.3

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Purchase Commitment In the ordinary course of business, the Company makes various commitments to purchase goods and services from specific suppliers, including those related to capital expenditures. As of September 30, 2023, the Company had approximately $231 million of outstanding non-cancellable purchase commitments, primarily relating to service, hosting, licensing and other information technology contracts, of which $92 million relates to the twelve months ending September 30, 2024. These purchase commitments extend through 2031. Guarantees The Company has obtained bank guarantees in respect of certain travel suppliers and real estate lease agreements amounting to $25 million. 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.

v3.23.3

Income Taxes	9 Months Ended
	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes As discussed in note 1 – Business Description and Basis of Presentation, GBTG, a Delaware corporation and U.S. tax resident, entered into a series of transactions that eliminated the Up-C Structure on July 10, 2023. Consequently, GBTG assumed full economic ownership of GBT JerseyCo. GBT JerseyCo’s U.S. tax partnership status was terminated and it is now classified as a single member LLC. Prior to the Corporate Simplification, GBTG owned approximately 16% of GBT JerseyCo and, as a U.S. tax resident shareholder, recognized certain deferred tax assets and liabilities in respect of its proportionate interest in GBT JerseyCo. As a direct result of these transactions, 100% of GBT JerseyCo's deferred tax assets and liabilities now flow through to GBTG, in proportion to its increased economic ownership of GBT JerseyCo. These deferred tax items relate primarily to temporary differences arising in GBTG's foreign branches and anticipated future U.S. taxes on branch income which will bear reduced foreign tax credits. This is due to branch net operating loss carryforwards which will shield local taxation, but not U.S. taxation. The termination of the partnership for U.S. federal income tax purposes also impacted two specific deferred tax items: (i) the deferred tax asset held by GBTG related to differences in its equity method investment in GBT JerseyCo and related U.S. tax stock basis investment is no longer required to be recognized, and (ii) a new deferred tax asset is recognized in respect of GBTG’s inheritance of historic inside and outside basis differences of its former partners in GBT JerseyCo which was predominantly allocated to identified intangibles with a 15-year tax recovery life. In addition, the Company's state income tax profile has changed as a direct result of the Corporate Simplification transaction which has resulted in a decrease in the Company's net deferred tax liability. The net impact of the increased ownership and the partnership termination is estimated as a net deferred tax liability of $76 million with a corresponding charge against equity as all of the above arise as a direct consequence of the Corporate Simplification. The Company expects to finalize the tax impact over future quarters. For the three and nine months ended September 30, 2023, the Company’s income tax benefit was $2 million and $12 million, respectively, and its effective tax rate was 17% and 12%, respectively. GBTG’s effective tax rate for the three and nine months ended September 30, 2023 is lower than, the U.S. federal statutory corporate income tax rate of 21% primarily due to the impact of non-deductible tax items, movement in valuation allowances and minimum taxes. For the three and nine months ended September 30, 2022, GBTG’s income tax benefit was $10 million and $39 million, respectively, and its effective tax rate was 12% and 19%, respectively. The lower tax rate during the three months ended September 30, 2022 was driven by higher proportional movement in non-taxable fair value movement on earnout shares and warrants and the non-taxable loss contingency versus the result for the period, along with country rate differentials, offset by increases in valuation allowances. The Inflation Reduction Act (“IRA”) was enacted into law on August 16, 2022. Included in the IRA is a provision to implement a 15% corporate alternative minimum tax on corporations whose average annual adjusted financial statement income during the most recently completed three-year period exceeds $1.0 billion. This provision became effective for the Company from January 1, 2023, and did not have any material impact on the Company’s tax provision. The Company believes the impact of IRA is likely to be minimal for the foreseeable future.

v3.23.3

Earnout Shares	9 Months Ended
	Sep. 30, 2023
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 following the Business Combination transaction. 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 18 – Fair Value Measurements). As of September 30, 2023 the fair value of the earnout shares liability was estimated to be $67 million. The Company recognized a gain on the fair value change in earnout shares liability of $39 million and $23 million in its consolidated statement of operations for the three and nine months ended September 30, 2023, respectively. The Company recognized a gain on the fair value change in earnout shares liability of $12 million and $35 million in its consolidated statement of operations for the three and nine months ended September 30, 2022, respectively.

v3.23.3

Equity-Based Compensation	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Equity-Based Compensation	Equity-Based Compensation Management Incentive Plan In December 2022, the Company initiated an exchange offer which provided eligible participants with the opportunity to exchange certain outstanding stock options under the Global Business Travel Group, Inc. Management Incentive Plan for restricted share units (“RSUs”) under the Global Business Travel Group, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) on the terms and conditions as set out in the exchange offer. The exchange offer also required mandatory exercise of in-the-money stock options granted prior to December 1, 2021, by individuals who participated in the exchange offer. The exchange offer expired on January 26, 2023. Pursuant to the terms of exchange offer: •10,088,754 stock options were cancelled, •2,699,885 stock options were automatically exercised on a cashless basis and •4,817,144 RSUs were granted under the 2022 Plan. The RSUs generally vest one-third on each of the first three anniversaries of the grant date, subject to continued employment by the participant through the applicable vesting date and are subject to such other terms and conditions as set forth in the applicable restricted stock unit award agreement. Simultaneously with the closing of the exchange offer, certain individuals who were ineligible to participate in the exchange offer exercised an aggregate of 2,059,984 stock options and were granted an aggregate amount of 1,344,935 RSUs under the 2022 Plan as approved by the compensation committee. The table below presents the activity of the Company’s stock options for the nine months ended September 30, 2023: Number of stock options Weighted average exercise price per stock option Weighted average  remaining contractual term (in years) Aggregate intrinsic value (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66  Cancelled pursuant to exchange offer (10,088,754) $ 10.36  Exercised (1) (5,233,488) $ 6.18  Expired (1,148,332) $ 7.98  Forfeited (122,725) $ 14.58  Balance as of September 30, 2023 19,804,378 $ 6.99  Exercisable as of September 30, 2023 17,402,097 $ 6.54  2.7 $ —  Expected to vest as of September 30, 2023 2,402,281 $ 10.26  8.1 —  _____________________________________________________________ (1)The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were settled on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million and is reflected as a financing activity within the consolidated statements of cash flows. 2022 Equity Incentive Plan During the nine months ended September 30, 2023, apart from the RSUs granted as part of the stock option exchange offer discussed above, the Company granted 19 million RSUs under the 2022 Plan to certain of its key employees and directors. 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 nine months ended September 30, 2023: Number of RSUs Weighted average grant date fair value Balance as of December 31, 2022 11,288,745 $ 7.56  Granted 18,571,905 $ 6.65  Forfeited (1,129,575) $ 7.37  Vested (1) (4,283,868) $ 7.60  Balance as of September 30, 2023 24,447,207 $ 6.87  _____________________________________________________________ (1)The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 1,607,828 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 payment for the employees’ tax obligations to taxing authorities was $12 million and is reflected as a financing activity within the consolidated statements of cash flows. Employee Stock Purchase Plan (“ESPP”) The ESPP allows eligible employees to purchase shares of the Company’s Class A Common Stock through payroll deductions of up to 15% of their eligible compensation. Under the ESPP, there are two six-month offering periods - from February 15 through August 14 and August 15 through February 14 of each year. The price of the Company’s Class A Common Stock purchased under the ESPP is 85% of the fair market value of the Company’s Class A Common Stock on the end date of each six-month offering period. As of September 30, 2023, there were 10.3 million shares available for issuance under the ESPP. During the nine months ended September 30, 2023, 775,338 shares were purchased under the ESPP. Total equity-based compensation expense recognized in the Company’s consolidated statements of operations (i) for the three months ended September 30, 2023 and 2022 amount to $19 million and $15 million, respectively (net of tax of $14 million and $11 million, respectively), and (ii) for the nine months ended September 30, 2023 and 2022 amount to $60 million and $23 million, respectively (net of tax of $45 million and $17 million, respectively) and were included as follows: (in $ millions) Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cost of revenue (excluding depreciation and amortization) $ 1  $ 1  $ 3  $ 1  Sales and marketing 6  5  24  8  Technology and content 5  4  13  5  General and administrative 7  5  20  9  Total $ 19  $ 15  $ 60  $ 23  As of September 30, 2023, the Company expects compensation expense related to (i) unvested stock options of approximately $3 million to be recognized over the remaining weighted average period of 1.2 years, (ii) unvested RSUs of approximately $119 million to be recognized over the remaining weighted average period of 2.1 years and (iii) ESPP of approximately $1 million to be recognized over a remaining service period of 4.5 months.

v3.23.3

Stockholders' Equity	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Stockholders' Equity	(15)    Stockholders’ Equity GBTG’s authorized capital stock consists of: i.3,000,000,000 shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of which 466,992,558 shares are issued and outstanding as of September 30, 2023; ii.3,000,000,000 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), none of which is issued and outstanding as of September 30, 2023 (see note 1 - Business Description and Basis of Presentation); and iii.6,010,000,000 shares of preferred stock, par value of $0.00001 per share, none of which is issued and outstanding as of September 30, 2023. Further (a) 3,000,000,000 shares of Class A-1 preferred stock are designated as Class A-1 preferred stock, none of which is issued and outstanding as of September 30, 2023, (b) 3,000,000,000 shares of Class B-1 preferred stock are designated as Class B-1 preferred stock, none of which is issued and outstanding as of September 30, 2023 and (c) the remaining 10,000,000 shares of preferred stock are undesignated preferred stock, none of which is issued and outstanding as of September 30, 2023. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on all matters submitted to the stockholders for their vote or approval, except as required by applicable law. Class A Common Stock Voting: Holders of Class A Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Dividend: Holders of shares of Class A Common Stock are entitled to receive ratably, in proportion to the number of shares held by them, dividends and other distributions when, as, and if declared by the GBTG Board out of legally available funds, subject to any statutory or contractual restrictions on the payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or loan agreements. Liquidation: Further, in the case of the Company’s liquidation, dissolution or winding up and after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of shares of Class A Common Stock will be entitled to receive, ratably on a per share basis with other holders of Class A Common Stock (subject to the nominal economic rights of holders of the Class B Common Stock), the Company’s remaining assets available for distribution to stockholders. Other rights: Except as set forth in the Shareholders Agreement and the Exchange Agreement (see note 19 - Related Party Transactions), holders of shares of Class A Common Stock do not have preemptive, subscription, redemption or conversion rights. Class B Common Stock Voting: Holders of Class B Common Stock are entitled to one vote for each share on all matters submitted to the stockholders for their vote or approval. Dividend: The shares of Class B Common Stock generally have only nominal economic rights (limited to the right to receive up to the par value in the event of a liquidation, dissolution or winding up of GBTG). Liquidation: Holders of shares of Class B Common Stock have the right to receive, ratably on a per share basis with other holders of Class B Common Stock and holders of Class A Common Stock, a distribution from GBTG’s remaining assets available for distribution to stockholders, up to the par value of such shares of Class B Common Stock, but otherwise are not entitled to receive any assets of GBTG in connection with any such liquidation, dissolution or winding up. Other rights: Except as set forth in the Shareholders Agreement and the Exchange Agreement, holders of shares of Class B Common Stock do not have preemptive, subscription, redemption or conversion rights. Exchange Agreement: The Continuing JerseyCo Owners (or certain permitted transferees thereof) have the right, on the terms and subject to the conditions of the Exchange Agreement, to exchange their GBT JerseyCo B Ordinary Shares (with automatic surrender for cancellation of an equal number of shares of GBTG’s Class B Common Stock) for shares of GBTG’s Class A Common Stock on a one-for-one basis, subject to customary adjustments for stock splits, dividends, reclassifications and other similar transactions or, in certain limited circumstances, at the option of the Exchange Committee, for cash. The Exchange Agreement also provides GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and GBTG’s Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of GBTG’s Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised their rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock of GBTG and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation). Preferred Stock Voting: Holders of Class A-1 preferred stock and Class B-1 preferred stock have no voting rights except as otherwise from time to time required by law. Generally, holders of Class A-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class A Common Stock and holders of Class B-1 preferred stock are entitled to the same rights and privileges, qualifications and limitations as holders of Class B Common Stock. Further, Class A-1 preferred stock shall be identical in all respects to the Class A Common Stock and Class B-1 preferred stock shall be identical in all respects to the Class B Common Stock. Distributions There were no capital distributions to shareholders during the three and nine months ended September 30, 2023 and 2022. Registration Rights Agreement In May 2022, GBTG, APSG Sponsor, L.P. (the “Sponsor”), certain of APSG’s then existing board members (the “Insiders”) and the Continuing JerseyCo Owners entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, GBTG has registered for resale, pursuant to Rule 415 under the Securities Act, certain shares of Class A Common Stock and other equity securities of GBTG that are held by the holders party to the Registration Rights Agreement from time to time. Sponsor Side Letter In connection with the Business Combination Agreement, on December 2, 2021, the Sponsor, the Insiders, GBTG and GBT JerseyCo entered into a side letter (as amended on May 27, 2022, “Sponsor Side Letter”) pursuant to which approximately 8 million of the Sponsor Shares were deemed unvested and were subject to certain triggering events to occur within five years following the closing (the “Sponsor Side Letter Vesting Period”) for these shares to vest. If, within the Sponsor Side Letter Vesting Period, the volume-weighted average share price ("VWAP") of Class A Common Stock is greater than or equal to $12.50 for any 20 trading days within a period of 30 consecutive trading days, approximately 5 million of the unvested Sponsor Shares will vest. If, within the Sponsor Side Letter Vesting Period, the VWAP of Class A Common Stock is greater than or equal to $15.00 for any 20 trading days within a period of 30 consecutive trading days the remaining approximately 3 million of the unvested Sponsor Shares will vest. To the extent that either of the aforementioned triggering events do not occur within the Sponsor Side Letter Vesting Period, such Sponsor Shares will be forfeited to and terminated by GBTG. The registered holder(s) of the unvested Sponsor Shares continue to be entitled to all of the rights of ownership thereof, including the right to vote and receive dividends and other distributions in respect thereof. The number of shares and the price targets listed above will be equitably adjusted for stock splits, reverse stock splits, dividends (cash or stock), reorganizations, recapitalizations, reclassifications, combinations or other like changes or transactions with respect to the Class A Common Stock. These shares are accounted for as part of earnout shares discussed above in note 13 – Earnout Shares. Class A Common Stock purchased by the Sponsor in connection with the “private investment in public entity” transaction is not subject to the vesting or transfer restrictions described above. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) represents certain components of revenues, expenses, gains and losses that are included in comprehensive income (loss) but are excluded from net income (loss). Other comprehensive income (loss) amounts are recorded directly as an adjustment to total equity, net of tax. The changes in the accumulated other comprehensive loss, net of tax, were as follows: (in $ millions) Currency  translation adjustments Defined  benefit plan  related Unrealized gain on cash flow hedge and  hedge of investments  in foreign subsidiary Total accumulated  other comprehensive  loss Balance as of December 31, 2022 $ (10) $ (1) $ 4  $ (7) Net changes during the period, net of tax benefit of $0 (6) (1) —  (7) Allocated to non-controlling interest (16) 1  1  (14) Re-classed from non-controlling interest upon corporate simplification transaction (see note 1) (63) (27) 27  (63) Balance as of September 30, 2023 $ (95) $ (28) $ 32  $ (91) (1) Allocation of accumulated other comprehensive income (loss) to the non-controlling interest represented by the Continuing JerseyCo Owners ceased upon Corporate Simplification transaction discussed in note 1 – Business Description and Basis of Presentation. (in $ millions) Currency translation adjustments Defined benefit plan related Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary Total accumulated other comprehensive loss Balance as of December 31, 2021 $ (38) $ (128) $ 4  $ (162) Net changes prior to reverse recapitalization, net of tax benefit of $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit of $0 (11) — 2 (9) Balance as of September 30, 2022 $ (23) $ (16) $ 4  $ (35) 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.

v3.23.3

Earnings (Loss) Per Share	9 Months Ended
	Sep. 30, 2023
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 20 million of stock options and 24 million of RSUs from the calculation of diluted loss per share for the three and nine months ended September 30, 2023, 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 earnings (loss) per share from continuing operations: (in $ millions, except share and per share data) Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator – Basic and diluted (loss) earnings per share:     Net (loss) income attributable to the Company’s Class A common stockholders (A) $ —  $ (20) $ (16) $ 1  Add: Net loss attributable to non-controlling interests in subsidiaries (8) (53) (74) (167) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (8) $ (73) $ (90) $ (166) Denominator – Basic and diluted weighted average number of shares outstanding:     Weighted average number of Class A Common Stock outstanding – Basic (C) 419,154,778 48,867,969 181,775,461 48,867,969 Assumed conversion of Class B Common Stock 38,587,351 — 274,524,584 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 457,742,129 48,867,969 456,300,045 443,316,450 Basic (loss) earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ —  $ (0.43) $ (0.09) $ 0.02  Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.02) $ (0.43) $ (0.20) $ (0.38)

v3.23.3

Derivatives and Hedging	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivatives and Hedging	Derivatives and Hedging Except as mentioned below, the Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company does not hold or issue financial instruments for speculative or trading purposes. The Company does not offset derivative assets and 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 LIBOR or SOFR (subject to certain benchmark replacement provisions and certain interest rate floors, as applicable). In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, GBT Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans: Notional Amount (in $ millions) Period Fixed Interest Rate $600(1) March 2023 to March 2025 3.680  % $300(2) March 2023 to March 2027 4.295  % _____________________________________________________________ (1)The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800%. The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680%. In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three and nine months ended September 30, 2023, the Company has reclassified $2 million and $6 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statements of operations. (2)In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90%, and pay fixed rate of 4.295%. The above interest rate swap contracts are considered as cash flow hedges with changes in the fair value of the interest rate swaps, net of tax, being recognized in other comprehensive income (loss) and reclassified out of accumulated other comprehensive income (loss) into interest expense when the hedged interest obligations affect earnings. Warrants and Earnout Shares As a result of the Business Combination, GBTG has issued and outstanding earnout shares (see note 13 – Earnout Shares). For a period from the date of the Business Combination until October 2022, the Company also had warrants issued and outstanding, which were exchanged in full for shares of Class A Common Stock in October 2022. The non-employee earnout shares are classified as derivative liabilities under ASC 815 and are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities. As of September 30, 2023, the number of non-employee 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 Location September 30, 2023 December 31, 2022 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 16  $ 10  Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 67  $ 90  The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss): Amount of gain/(loss) recognized in other comprehensive income (loss) Statement of operations location Amount of gain/(loss) recognized in  statements of operations Three months ended September 30, Nine months ended September 30, Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 2023 2022 2023 2022 Derivatives designated as hedging instruments Interest rate swap $ 3  $ 18  $ 6  $ 31  NA —  —  —  —  Interest rate swaps re-classed to consolidated statements of operations (2) (2) (6) (2) Interest expense $ 2  $ 2  $ 6  $ 2  Derivatives not designated as hedging instruments Earnout Shares —  —  —  —  Fair value movement on earnout and warrant derivative liabilities 39  12  23  35  Warrants —  —  —  —  Fair value movement on earnout and warrant derivative liabilities —  (18) —  (5) $ 41  $ (4) $ 29  $ 32  During the three and nine months ended September 30, 2023, the Company has reclassified $2 million and $6 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense. The total gain of $8 million on the interest rate swap contract is expected to be reclassified to net earnings as a credit to interest expense within the next 12 months.

v3.23.3

Fair Value Measurements	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Financial instruments which are measured at fair value, or for which a fair value is disclosed, are classified in the fair value hierarchy, as 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 September 30, 2023, 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 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  Hierarchy September 30, 2023 December 31, 2022 Interest rate swaps asset Level 2 $ 16  $ 10  Non-employee earnout shares Level 3 (67) (90) The fair value of earnout shares was estimated using the Monte Carlo method. Inherent in the Monte Carlo method are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimated the volatility of the earnout shares based on weighted average of its own share price volatility and implied historical volatility of select peer companies’ common stock that matches the expected remaining life of the earnout shares. The risk-free interest rate was based on the U.S. Treasury zero-coupon yield curve for a maturity similar to the expected remaining life of the earnout shares. The expected life of the earnout shares was assumed to be equivalent to their remaining contractual term. The Company anticipated the dividend rate will remain at zero. The following table presents the assumptions used for the measurement of the fair value of outstanding earnout shares liabilities: September 30, 2023 December 31, 2022 Stock price ($) $ 5.50  $ 6.75  Risk-free interest rate 4.73  % 4.06  % Volatility 52.5  % 42.5  % Expected term (years) 3.7 4.4 Expected dividends 0.0  % 0.0  % Fair value ($) (per earnout share – Tranche 1) $ 3.18  $ 4.30  Fair value ($) (per earnout share – Tranche 2) $ 2.66  $ 3.58  The following table presents changes in Level 3 financial liabilities measured at fair value during the nine months September 30, 2023: (in $ millions) Earnout Shares Balance as of December 31, 2022 $ 90  Change in fair value (23) Balance as of September 30, 2023 $ 67  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: September 30, 2023 December 31, 2022 (in $ millions) Fair Value Hierarchy Carrying amount(1) Fair value Carrying amount (1) Fair value Senior secured initial term loans Level 2 $ 234  $ 231  $ 235  $ 220  Senior secured tranche B-3 term loans Level 3 $ 990  $ 1017  $ 987  $ 1017  Senior secured tranche B-4 term loans Level 3 $ 131  $ 137  $ —  $ —  _____________________________________________________________ (1)Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans. The carrying amounts of cash and cash equivalents, accounts receivable, 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. Certain assets and liabilities, including long-lived assets, goodwill and other intangible assets, are measured at fair value on a non-recurring basis.

v3.23.3

Related Party Transactions	9 Months Ended
	Sep. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The following summaries relate to certain related party transactions entered into by the Company with certain of its shareholders, its shareholders affiliates and the Company’s affiliates. Commercial Agreements The Company has various commercial agreements with the affiliates of Amex Coop. In respect of such agreements, included in the operating costs are costs of approximately $7 million and $7 million for the three months ended September 30, 2023 and 2022, respectively, and costs of $22 million and $18 million for the nine months ended September 30, 2023 and 2022, respectively, for charges from affiliates of Amex Coop. Revenues also include revenue from affiliates of Amex Coop of approximately $7 million and $6 million for the three months ended September 30, 2023 and 2022, respectively, and revenue of $19 million and $16 million for the nine months ended September 30, 2023 and 2022, respectively. Amounts payable to affiliates of Amex Coop under these agreements, which include amounts collected by the Company on behalf of affiliates of Amex Coop, as of September 30, 2023 and December 31, 2022, were $47 million and $24 million, respectively. Amounts receivable from affiliates of Amex Coop under these agreements were $11 million and $15 million as of September 30, 2023 and December 31, 2022, respectively. The parties had amended the terms of certain of these commercial arrangements that were effective upon the closing of the Business Combination in May 2022. License of American Express Marks Effective upon closing of the Business Combination in May 2022, GBT Travel Services UK Limited (“GBT UK”), an indirect wholly owned subsidiary of GBTG, and an affiliate of Amex Coop, entered into a long-term, 11-year amended and restated trademark license agreement (unless earlier terminated or extended) pursuant to which GBT UK was granted an exclusive, non-assignable, worldwide, royalty-free license to use, and the right to sublicense to all wholly owned operating subsidiaries of GBTG and other permitted sublicensees the right to use, the American Express trademarks used in the American Express Global Business Travel brand, and the American Express GBT Meetings & Events brands for business travel, meetings and events, business consulting and other services related to business travel (“Business Travel Services”). The amended and restated trademark license agreement also provides GBTG the flexibility to operate non-Business Travel Services businesses under brands that do not use any trademarks owned by American Express, subject to certain permissibility and other requirements. Exchange Agreement GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into an Exchange Agreement (the “Exchange Agreement”) which provided a right to the Continuing JerseyCo Owners to exchange their B Ordinary Shares of GBT JerseyCo for Class A Common Stock of GBTG on a one-for-one basis, with surrender and cancellation of Class B Common Stock held by them in GBTG. The Exchange Agreement also provided GBTG with the right to elect that such exchange be effected by the Continuing JerseyCo Owners (or certain permitted transferees thereof) transferring their GBT JerseyCo B Ordinary Shares and GBTG’s Class B Common Stock to the Company in exchange for the issuance by GBTG to such Continuing JerseyCo Owners of shares of GBTG’s Class A Common Stock (a “direct exchange”). On July 10, 2023, the Continuing JerseyCo Owners exercised such rights under the Exchange Agreement with respect to all of their GBT JerseyCo B Ordinary Shares and shares of Class B Common Stock of GBTG and GBTG elected to effect the exchange as a direct exchange (see note 1 - Business Description and Basis of Presentation). Shareholders Agreement At the closing of the Business Combination in May 2022, GBTG, GBT JerseyCo and the Continuing JerseyCo Owners entered into a Shareholders Agreement (the “Shareholders Agreement”). The Shareholders Agreement sets forth various restrictions, limitations and other terms concerning the transfer of equity securities of GBTG and GBT JerseyCo by the parties thereto (other than, in most circumstances, the A Ordinary Shares of GBT JerseyCo). Among other matters, and subject to certain terms, conditions and exceptions, the Shareholders Agreement prohibits each Continuing JerseyCo Owner, severally and not jointly, from effecting transfers of such equity securities to certain specified restricted persons, as well as transfers that would violate applicable securities laws. The Shareholders Agreement also sets out the composition and appointment of the GBTG Board, and provides for various provisions for transfer of shares, shareholder rights and termination of such rights. On July 10, 2023, the Continuing JerseyCo Owners entered into a letter agreement amending the Shareholders Agreement (the “SHA Amendment”) to, among other things, (i) reflect that the C Ordinary Shares of GBT JerseyCo owned by the Continuing JerseyCo Owners will be, upon the Class A Common Stock of GBTG meeting the price thresholds set forth in the Business Combination Agreement over the period of time set forth in the Business Combination Agreement, cancelled in exchange for shares of Class A Common Stock of GBTG, rather than into B Ordinary Shares of GBT JerseyCo and shares of Class B Common Stock of GBTG, which would be exchangeable for shares of Class A Common Stock of GBTG under the Exchange Agreement and (ii) modify tax related provisions to reflect that GBT JerseyCo will no longer be treated as a partnership for U.S. tax purposes. Advisory Services Agreement Certares Management Corp. (“Certares”), an indirect equity owner of the Company, provided certain advisory services to the Company under the Advisory Services Agreement which was terminated upon the closing of the Business Combination in May 2022. For the three and nine months ended September 30, 2022, the Company accrued fees of $0 and $1 million, respectively. As of both September 30, 2023 and December 31, 2022, the Company had $5 million as amounts payable to Certares under this agreement. Commercial and Operating Agreements with Expedia An affiliate of GBTG and an affiliate of Expedia entered into a ten-year term marketing partner agreement to provide GBTG’s business clients with access to Expedia group’s hotel content. As a result of this agreement, the Company recognized revenue of $40 million and $30 million for the three months ended September 30, 2023 and 2022, respectively, and $122 million and $90 million for the nine months ended September 30, 2023 and 2022, respectively. The Company had $20 million and $18 million receivable from the affiliate of Expedia as of September 30, 2023 and December 31, 2022, respectively. GBT UK has entered into a Transition Services Agreement with Expedia, Inc., pursuant to which Expedia, Inc. (an affiliate of Expedia) and its affiliates provide certain transition services to GBT UK and its affiliates to facilitate an orderly transfer of Egencia from Expedia to the Company. The total cost charged to the Company for the three months ended September 30, 2023 and 2022, was approximately $6 million and $8 million, respectively, and for the nine months ended September 30, 2023 and 2022, was $20 million and $28 million, respectively, which was included in the Company’s consolidated statements of operations within technology and content expense. As of September 30, 2023 and December 31, 2022 the Company had a payable to Expedia Inc. of $4 million and $8 million, respectively. Further, as of September 30, 2023 and December 31, 2022, Egencia had a net receivable of $7 million and $4 million, respectively, from Expedia, primarily on account of net cash collected from customers by Expedia on behalf of Egencia. During the nine months ended September 30, 2023, pursuant to an agreement with Expedia, the Company issued 575,409 shares of Class A Common Stock to Expedia to settle, in part, $4 million of liability for loss contingency accrued in 2022. As of September 30, 2023, and December 31, 2022, the Company had $11 million and $15 million, respectively, that remained payable to Expedia in respect of this loss contingency. Loan to equity affiliate During the nine months ended September 30, 2023, the Company provided a loan of $5 million to one of its equity affiliates of which $2 million is receivable in the next twelve months.

v3.23.3

Recently Issued Accounting Pronouncements (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Accounting Pronouncements - Adopted	Accounting Pronouncements - Adopted Contracts with Customers Acquired in a Business Combination In October 2021, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” to add contract assets and contract liabilities acquired in a business combination to the list of exceptions to the recognition and measurement principles that apply to business combinations and to require that an entity (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with the revenue recognition guidance. This updated guidance amends the current business combination guidance where an acquirer generally recognizes such items at fair value on the acquisition date. The guidance is to be applied prospectively to all business combinations that occur on or after the date of initial application. The Company adopted this guidance on January 1, 2023, as required, and there was no impact on the Company’s consolidated financial statements upon the adoption of this guidance. Reference rate reforms In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting.” This ASU provides expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including the London Interbank Offered Rate (“LIBOR”), which was discontinued because of reference rate reform, to a new reference rate. The provisions of this ASU impact contract modifications and other changes that occur while LIBOR was phased out. The guidance is effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. In December 2022, the FASB issued ASU No. 2022-06, “Reference Rate Reform: Deferral of the Sunset Date of Topic 848.” As a result of the U.K. Financial Conduct Authority’s decision to extend the cessation date for publishing LIBOR rates from December 31, 2021 to June 30, 2023, the FASB decided to defer the sunset date of this topic from December 31, 2022 to December 31, 2024. On January 25, 2023, the Company’s senior secured credit agreement was amended, which, among other things, replaced LIBOR with Secured Overnight Financing Rate (“SOFR”) as the benchmark rate applicable to each of its senior secured tranche B-3 term loan facility and the senior secured revolving credit facility (see note 10 - Long-term Debt). The Company also amended its interest rate swap agreement to change its reference rate from LIBOR to SOFR (see note 17 - Derivatives and Hedging). The Company evaluated and applied optional expedients available under this guidance, as applicable, for such transactions and there was no material impact on the Company’s consolidated financial statements.

v3.23.3

Revenue from Contracts with Customers (Tables)	9 Months Ended
	Sep. 30, 2023
Revenue from Contract with Customer [Abstract]
Schedule of disaggregation of revenue	The following table presents the Company’s disaggregated revenue by nature of service. Sales and usage-based taxes are excluded from revenue. Three months ended September 30, Nine months ended September 30, (in $ millions) 2023 2022 2023 2022 Travel revenue $ 455  $ 387  $ 1,401  $ 1,032  Product and professional services revenue 116  101  340  292  Total revenue $ 571  $ 488  $ 1,741  $ 1,324
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 liabilities (in $ millions) Accounts receivable, net (1) Client incentives, net (non-current) Deferred revenue (current) Balance as of September 30, 2023 $ 850  $ 18  $ 23  Balance as of December 31, 2022 $ 752  $ 19  $ 19  _____________________________________________________________ (1)Accounts receivable, net, exclude balances not related to contracts with customers.

v3.23.3

Allowances for Expected Credit Losses (Tables)	9 Months Ended
	Sep. 30, 2023
Allowance for Credit Loss [Abstract]
Schedule of movement in allowance for credit losses	The movement in Company’s allowance for credit losses for the nine months ended September 30, 2023, is set out below: (in $ millions) Amount Balance as of December 31, 2022 $ 23  Provision for expected credit losses during the period 11  Write-offs (16) Foreign exchange 2  Balance as of September 30, 2023 $ 20

v3.23.3

Prepaid Expenses and Other Current Assets (Tables)	9 Months Ended
	Sep. 30, 2023
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) September 30, 2023 December 31, 2022 Prepaid software licenses and travel expenses $ 74  $ 52  Income tax receivable 26  26  Value added and similar taxes receivables 11  11  Other prepayments and receivables 35  41  Prepaid expenses and other current assets $ 146  $ 130

v3.23.3

Property and Equipment, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and Equipment consist of: (in $ millions) September 30, 2023 December 31, 2022 Capitalized software for internal use $ 427  $ 365  Computer equipment 64  71  Leasehold improvements 55  49  Furniture, fixtures and other equipment 7  5  Capital projects in progress 7  5  560  495  Less: accumulated depreciation and amortization (332) (277) Property and equipment, net $ 228  $ 218

v3.23.3

Goodwill and Other Intangible Assets, Net (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of changes in goodwill	The following table sets forth changes in goodwill during the nine months ended September 30, 2023: (in $ millions) Amount Balance as of December 31, 2022 $ 1,188  Currency translation adjustments 2  Balance as of September 30, 2023 $ 1,190
Schedule of other intangible assets with definite lives	The following table sets forth the Company’s other intangible assets with definite lives as of September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 (in $ millions) Cost Accumulated amortization Net Cost Accumulated amortization Net Trademarks/trade names $ 114  $ (71) $ 43  $ 116  $ (69) $ 47  Business client relationships 792  (286) 506  788  (240) 548  Supplier relationships 253  (232) 21  253  (213) 40  Travel partner network 4  (4) —  4  (3) 1  Other intangible assets $ 1,163  $ (593) $ 570  $ 1,161  $ (525) $ 636

v3.23.3

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2023
Payables and Accruals [Abstract]
Schedule of accrued expenses and other current liabilities	Accrued expenses and other current liabilities consist of: (in $ millions) September 30, 2023 December 31, 2022 Accrued payroll and related costs $ 168  $ 196  Accrued operating expenses 160 147 Client deposits 38 56 Deferred revenue 23 19 Accrued restructuring costs (see note 9) 35 11 Value added and similar taxes payable 9 9 Income tax payable 5 4 Other payables 15 10 Accrued expenses and other current liabilities $ 453  $ 452

v3.23.3

Restructuring, Exit and Related Charges (Tables)	9 Months Ended
	Sep. 30, 2023
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 nine months ended September 30, 2023: (in $ millions) Employee Related (1) Facility - Non-Lease Related (1) Facility - Lease Related (2) Total Balance as of December 31, 2022 $ 8  $ 3  $ —  $ 11  Accruals 40  2  10  52  Non-cash items —  —  (10) (10) Cash settled (17) (1) —  (18) Balance as of September 30, 2023 $ 31  $ 4  $ —  $ 35  _____________________________________________________________ (1)Accruals are recorded within restructuring and other exit charges in the consolidated statements of operations and the liability is included within accrued expenses and other current liabilities. (2)Accelerated amortization of operating lease ROU assets of $7 million is included within general and administrative expense and accelerated amortization of leasehold improvements of $3 million is included within depreciation and amortization expense in the consolidated statements of operations.

v3.23.3

Long-term Debt (Tables)	9 Months Ended
	Sep. 30, 2023
Long-Term Debt, Unclassified [Abstract]
Schedule of outstanding amount of long-term debt	The outstanding amount of the Company’s long-term debt consists of: (in $ millions) September 30, 2023 December 31, 2022 Senior Secured Credit Agreement   Principal amount of senior secured initial term loans (Maturity – August 2025) (1) $ 238  $ 239  Principal amount of senior secured tranche B-3 term loans (Maturity – December 2026) (2) 1,000  1,000  Principal amount of senior secured tranche B-4 term loans (Maturity – December 2026) (3) 135  —  Principal amount of senior secured revolving credit facility (Maturity – September 2026) (4) —  —  Other borrowings (5) 4  —  1,377  1,239  Less: Unamortized debt discount and debt issuance costs (18) (17) Total debt, net of unamortized debt discount and debt issuance costs 1,359  1,222  Less: Current portion of long-term debt (6) (3) Long-term debt, non-current, net of unamortized debt discount and debt issuance costs $ 1,353  $ 1,219  _____________________________________________________________ (1)Stated interest rate of LIBOR + 2.50% as of September 30, 2023 and December 31, 2022. (2)Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of September 30, 2023 and LIBOR + 6.50% (with a LIBOR floor of 1%) as of December 31, 2022. (3)Stated interest rate of SOFR + 0.1% + 6.75% (with a SOFR floor of 1%) as of September 30, 2023. (4)Stated interest rate of SOFR + 0.1% + 6.25% (with a SOFR floor of 1%) as of September 30, 2023 and LIBOR + 2.25% as of December 31, 2022. The senior secured revolving credit facility will automatically terminate on May 14, 2025 if the senior secured initial term loans have not been refinanced, replaced or extended (with a resulting maturity date that is December 16, 2026 or later) or repaid in full prior to May 14, 2025. (5)Other borrowings primarily relate to finance leases and equipment sale and lease back transaction.

v3.23.3

Equity-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of activity of options granted under the Plan	The table below presents the activity of the Company’s stock options for the nine months ended September 30, 2023: Number of stock options Weighted average exercise price per stock option Weighted average  remaining contractual term (in years) Aggregate intrinsic value (in $ millions) Balance as of December 31, 2022 36,397,677 $ 7.66  Cancelled pursuant to exchange offer (10,088,754) $ 10.36  Exercised (1) (5,233,488) $ 6.18  Expired (1,148,332) $ 7.98  Forfeited (122,725) $ 14.58  Balance as of September 30, 2023 19,804,378 $ 6.99  Exercisable as of September 30, 2023 17,402,097 $ 6.54  2.7 $ —  Expected to vest as of September 30, 2023 2,402,281 $ 10.26  8.1 —  _____________________________________________________________ (1)The stock options exercised in the exchange offer, or simultaneously with the closing of the exchange offer, were settled on a cashless basis and were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. The total shares withheld to cover the stock option costs and taxes were 4,469,741 shares and were based on the value of the shares on their respective exercise dates. Total payment for the employees’ tax obligations to taxing authorities was $2 million and is reflected as a financing activity within the consolidated statements of cash flows.
Schedule of activity of RSUs granted under the 2022 Plan	The table below presents the activity of the Company’s RSUs for the nine months ended September 30, 2023: Number of RSUs Weighted average grant date fair value Balance as of December 31, 2022 11,288,745 $ 7.56  Granted 18,571,905 $ 6.65  Forfeited (1,129,575) $ 7.37  Vested (1) (4,283,868) $ 7.60  Balance as of September 30, 2023 24,447,207 $ 6.87  _____________________________________________________________ (1)The RSUs were net-share settled such that the Company withheld shares with value equivalent to no more than the employee’s maximum statutory obligation for applicable income and other employment taxes, and remitted the cash to the appropriate taxing authorities. A total of 1,607,828 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 payment for the employees’ tax obligations to taxing authorities was $12 million and is reflected as a financing activity within the consolidated statements of cash flows.
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 (i) for the three months ended September 30, 2023 and 2022 amount to $19 million and $15 million, respectively (net of tax of $14 million and $11 million, respectively), and (ii) for the nine months ended September 30, 2023 and 2022 amount to $60 million and $23 million, respectively (net of tax of $45 million and $17 million, respectively) and were included as follows: (in $ millions) Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Cost of revenue (excluding depreciation and amortization) $ 1  $ 1  $ 3  $ 1  Sales and marketing 6  5  24  8  Technology and content 5  4  13  5  General and administrative 7  5  20  9  Total $ 19  $ 15  $ 60  $ 23

v3.23.3

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
Summary of changes in the accumulated other comprehensive loss, net of tax	The changes in the accumulated other comprehensive loss, net of tax, were as follows: (in $ millions) Currency  translation adjustments Defined  benefit plan  related Unrealized gain on cash flow hedge and  hedge of investments  in foreign subsidiary Total accumulated  other comprehensive  loss Balance as of December 31, 2022 $ (10) $ (1) $ 4  $ (7) Net changes during the period, net of tax benefit of $0 (6) (1) —  (7) Allocated to non-controlling interest (16) 1  1  (14) Re-classed from non-controlling interest upon corporate simplification transaction (see note 1) (63) (27) 27  (63) Balance as of September 30, 2023 $ (95) $ (28) $ 32  $ (91) (1) Allocation of accumulated other comprehensive income (loss) to the non-controlling interest represented by the Continuing JerseyCo Owners ceased upon Corporate Simplification transaction discussed in note 1 – Business Description and Basis of Presentation. (in $ millions) Currency translation adjustments Defined benefit plan related Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary Total accumulated other comprehensive loss Balance as of December 31, 2021 $ (38) $ (128) $ 4  $ (162) Net changes prior to reverse recapitalization, net of tax benefit of $0 (59) — 12 (47) Allocated to non-controlling interest 85 112 (14) 183 Net changes post reverse recapitalization, net of tax benefit of $0 (11) — 2 (9) Balance as of September 30, 2022 $ (23) $ (16) $ 4  $ (35)

v3.23.3

Earnings (Loss) Per Share (Tables)	9 Months Ended
	Sep. 30, 2023
Earnings Per Share [Abstract]
Schedule of earnings per share basic and diluted	The following table reconciles the numerators and denominators used in the computation of basic and diluted earnings (loss) per share from continuing operations: (in $ millions, except share and per share data) Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Numerator – Basic and diluted (loss) earnings per share:     Net (loss) income attributable to the Company’s Class A common stockholders (A) $ —  $ (20) $ (16) $ 1  Add: Net loss attributable to non-controlling interests in subsidiaries (8) (53) (74) (167) Net loss attributable to the Company’s Class A common stockholders - Diluted (B) $ (8) $ (73) $ (90) $ (166) Denominator – Basic and diluted weighted average number of shares outstanding:     Weighted average number of Class A Common Stock outstanding – Basic (C) 419,154,778 48,867,969 181,775,461 48,867,969 Assumed conversion of Class B Common Stock 38,587,351 — 274,524,584 394,448,481 Weighted average number of Class A Common Stock outstanding – Diluted (D) 457,742,129 48,867,969 456,300,045 443,316,450 Basic (loss) earnings per share attributable to the Company’s Class A common stockholders: (A) / (C) $ —  $ (0.43) $ (0.09) $ 0.02  Diluted loss per share attributable to the Company’s Class A common stockholders: (B) / (D) $ (0.02) $ (0.43) $ (0.20) $ (0.38)

v3.23.3

Derivatives and Hedging (Tables)	9 Months Ended
	Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of interest rate swap contracts	In order to protect against potential higher interest costs resulting from anticipated increases in the benchmark rate for the senior secured tranche B-3 term loans, GBT Group Services B.V., a wholly owned subsidiary of GBTG and the borrower under the senior secured credit agreement, has entered into the following interest rate swap contracts that fixed the benchmark interest rate with respect to a portion of the senior secured tranche B-3 term loans: Notional Amount (in $ millions) Period Fixed Interest Rate $600(1) March 2023 to March 2025 3.680  % $300(2) March 2023 to March 2027 4.295  % _____________________________________________________________ (1)The terms of $600 million notional amount of interest rate swap were initially linked to LIBOR as the benchmark rate, with SOFR-based rate replacing LIBOR as the benchmark rate for such swap, commencing June 2023. In March 2023, the Company amended the terms of the agreement to replace LIBOR with SOFR as the benchmark rate that commenced from March 2023 and changed the fixed rate from 3.6856% to 3.6800%. The interest rate swap is designated as a cash flow hedge that is highly effective at offsetting the increases in cash outflows when three-month SOFR based-rate exceeds 3.680%. In June 2022, the Company terminated a previous interest rate swap contract, entered into in February 2022, that was designated as a cash flow hedge (and had similar terms as the current $600 million notional amount of interest rate swap) realizing $23 million in cash. Under ASC 815, the Company has determined that the total amount of $23 million credited to the accumulated other comprehensive income in connection with the termination of the previous interest rate swap contract will be included in the consolidated statements of operations proportionately until March 2025 as an offset to interest expense as the interest payments are made over this period. As a result, during the three and nine months ended September 30, 2023, the Company has reclassified $2 million and $6 million, respectively, from accumulated other comprehensive loss and recognized it as a credit to interest expense in its consolidated statements of operations. (2)In February 2023, the Company entered into another interest rate swap contract for a notional amount of $300 million. The terms of the agreement require the Company to receive a variable rate of three months SOFR, with a floor of 0.90%, and pay fixed rate of 4.295%.
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 Location September 30, 2023 December 31, 2022 Derivatives designated as hedging instruments Interest rate swaps Other non-current assets $ 16  $ 10  Derivatives not designated as hedging instruments Earnout shares Earnout derivative liabilities $ 67  $ 90
Schedule of impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss)	The table below presents the impact of changes in fair values of derivatives on other comprehensive income (loss) and on net income (loss): Amount of gain/(loss) recognized in other comprehensive income (loss) Statement of operations location Amount of gain/(loss) recognized in  statements of operations Three months ended September 30, Nine months ended September 30, Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 2023 2022 2023 2022 Derivatives designated as hedging instruments Interest rate swap $ 3  $ 18  $ 6  $ 31  NA —  —  —  —  Interest rate swaps re-classed to consolidated statements of operations (2) (2) (6) (2) Interest expense $ 2  $ 2  $ 6  $ 2  Derivatives not designated as hedging instruments Earnout Shares —  —  —  —  Fair value movement on earnout and warrant derivative liabilities 39  12  23  35  Warrants —  —  —  —  Fair value movement on earnout and warrant derivative liabilities —  (18) —  (5) $ 41  $ (4) $ 29  $ 32

v3.23.3

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2023
Fair Value Disclosures [Abstract]
Schedule of gross carrying value and fair value of Company's assets and liabilities measured at fair value on recurring basis	Presented below is a summary of the gross carrying value and fair value of the Company’s assets and liabilities measured at a fair value on a recurring basis: Asset/ (Liability) (in $ millions) Fair Value  Hierarchy September 30, 2023 December 31, 2022 Interest rate swaps asset Level 2 $ 16  $ 10  Non-employee earnout shares Level 3 (67) (90)
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: September 30, 2023 December 31, 2022 Stock price ($) $ 5.50  $ 6.75  Risk-free interest rate 4.73  % 4.06  % Volatility 52.5  % 42.5  % Expected term (years) 3.7 4.4 Expected dividends 0.0  % 0.0  % Fair value ($) (per earnout share – Tranche 1) $ 3.18  $ 4.30  Fair value ($) (per earnout share – Tranche 2) $ 2.66  $ 3.58
Schedule of changes in Level 3 financial liabilities measured at fair value	The following table presents changes in Level 3 financial liabilities measured at fair value during the nine months September 30, 2023: (in $ millions) Earnout Shares Balance as of December 31, 2022 $ 90  Change in fair value (23) Balance as of September 30, 2023 $ 67
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: September 30, 2023 December 31, 2022 (in $ millions) Fair Value Hierarchy Carrying amount(1) Fair value Carrying amount (1) Fair value Senior secured initial term loans Level 2 $ 234  $ 231  $ 235  $ 220  Senior secured tranche B-3 term loans Level 3 $ 990  $ 1017  $ 987  $ 1017  Senior secured tranche B-4 term loans Level 3 $ 131  $ 137  $ —  $ —  _____________________________________________________________ (1)Outstanding principal amount of the relevant class of senior secured term loans less unamortized debt discount and debt issuance costs with respect to such loans.

v3.23.3

Business Description and Basis of Presentation (Details) $ in Millions		3 Months Ended					9 Months Ended
	Jul. 10, 2023 shares	Sep. 30, 2023 USD ($) shares	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2022 USD ($)	Sep. 30, 2023 USD ($) segment shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) shares
Business Description and Basis of Presentation
Number of reportable segments | segment							1
Net loss | $		$ 8	$ 55	$ 27	$ 73	$ 91	$ 90	$ 166
Cash inflows (outflows) from operations | $							104	(390)
Salaries and wages | $					$ 0			$ 10
Government grants | $		0					0
Grants receivable | $		$ 1					$ 1		$ 13
GBT JerseyCo
Business Description and Basis of Presentation
Incremental income tax liability (in percent)	100.00%
Class A common stock
Business Description and Basis of Presentation
Common stock, shares issued (in shares)		466,992,558					466,992,558		67,753,543
Common stock, shares outstanding (in shares)		466,992,558					466,992,558		67,753,543
Class B common stock
Business Description and Basis of Presentation
Common stock, shares issued (in shares)		0					0		394,448,481
Common stock, shares outstanding (in shares)		0					0		394,448,481
Class B common stock | GBT JerseyCo
Business Description and Basis of Presentation
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0
Class B common stock | GBTG
Business Description and Basis of Presentation
Common stock, shares issued (in shares)	0
Common stock, shares outstanding (in shares)	0

v3.23.3

Revenue from Contracts with Customers - Disaggregated Revenue by Nature of Service (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue from Contracts with Customers
Total revenue	$ 571	$ 488	$ 1,741	$ 1,324
Travel revenue
Revenue from Contracts with Customers
Total revenue	455	387	1,401	1,032
Product and professional services revenue
Revenue from Contracts with Customers
Total revenue	$ 116	$ 101	$ 340	$ 292

v3.23.3

Revenue from Contracts with Customers - Narrative (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contracts with Customers
Revenue recognized		$ 12
Remaining performance obligations	$ 5
Minimum
Revenue from Contracts with Customers
Invoice payment period	30 days
Maximum
Revenue from Contracts with Customers
Invoice payment period	60 days

v3.23.3

Revenue from Contracts with Customers - Opening and Closing Contract Balances (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Accounts receivable, net	$ 850	$ 752
Client incentives, net (non-current)	18	19
Deferred revenue (current)	$ 23	$ 19

v3.23.3

Allowances for Expected Credit Losses - Movement in Allowance for Credit Losses (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Accounts Receivable, Allowance for Credit Loss [Roll Forward]
Balance as of December 31, 2022	$ 23
Provision for expected credit losses during the period	11
Write-offs	(16)
Foreign exchange	2
Balance as of September 30, 2023	$ 20

v3.23.3

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid software licenses and travel expenses	$ 74	$ 52
Income tax receivable	26	26
Value added and similar taxes receivables	11	11
Other prepayments and receivables	35	41
Prepaid expenses and other current assets	$ 146	$ 130

v3.23.3

Property and Equipment, Net - Schedule of property and equipment (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Property and Equipment, Net
Property and equipment, gross	$ 560	$ 495
Less: accumulated depreciation and amortization	(332)	(277)
Property and equipment, net	228	218
Capitalized software for internal use
Property and Equipment, Net
Property and equipment, gross	427	365
Computer equipment
Property and Equipment, Net
Property and equipment, gross	64	71
Leasehold improvements
Property and Equipment, Net
Property and equipment, gross	55	49
Furniture, fixtures and other equipment
Property and Equipment, Net
Property and equipment, gross	7	5
Capital projects in progress
Property and Equipment, Net
Property and equipment, gross	$ 7	$ 5

v3.23.3

Property and Equipment, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property and Equipment, Net
Depreciation and amortization, property and equipment	$ 28	$ 21	$ 78	$ 64
Capitalized software for internal use
Property and Equipment, Net
Depreciation and amortization, property and equipment	$ 19	$ 16	$ 53	$ 45

v3.23.3

Goodwill and Other Intangible Assets, Net - Changes in Goodwill (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Changes in goodwill
Balance as of December 31, 2022	$ 1,188
Currency translation adjustments	2
Balance as of September 30, 2023	$ 1,190

v3.23.3

Goodwill and Other Intangible Assets, Net - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill impairment loss	$ 0	$ 0	$ 0	$ 0
Accumulated goodwill impairment loss	0		0
Amortization expense	$ 22	$ 24	$ 67	$ 70

v3.23.3

Goodwill and Other Intangible Assets, Net - Other intangible assets (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	$ 1,163	$ 1,161
Accumulated amortization	(593)	(525)
Net	570	636
Trademarks/trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	114	116
Accumulated amortization	(71)	(69)
Net	43	47
Business client relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	792	788
Accumulated amortization	(286)	(240)
Net	506	548
Supplier relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	253	253
Accumulated amortization	(232)	(213)
Net	21	40
Travel partner network
Acquired Finite-Lived Intangible Assets [Line Items]
Cost	4	4
Accumulated amortization	(4)	(3)
Net	$ 0	$ 1

v3.23.3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued payroll and related costs	$ 168	$ 196
Accrued operating expenses	160	147
Client deposits	38	56
Deferred revenue	23	19
Accrued restructuring costs (see note 9)	35	11
Value added and similar taxes payable	9	9
Income tax payable	5	4
Other payables	15	10
Accrued expenses and other current liabilities	$ 453	$ 452

v3.23.3

Restructuring, Exit and Related Charges - Narrative (Details) - USD ($) $ in Millions		3 Months Ended
	Jan. 24, 2023	Sep. 30, 2023
Restructuring and Related Activities [Abstract]
Severance costs	$ 35	$ 5

v3.23.3

Restructuring, Exit and Related Charges - Accrued Restructuring and Related Costs (Details) $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2022	$ 11
Accruals	52
Non-cash items	(10)
Cash settled	(18)
Balance as of September 30, 2023	35
Employee related
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2022	8
Accruals	40
Non-cash items	0
Cash settled	(17)
Balance as of September 30, 2023	31
Facility - Non-Lease Related
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2022	3
Accruals	2
Non-cash items	0
Cash settled	(1)
Balance as of September 30, 2023	4
Facility - Lease Related
Restructuring Reserve [Roll Forward]
Balance as of December 31, 2022	0
Accruals	10
Non-cash items	(10)
Cash settled	0
Balance as of September 30, 2023	0
Facility - Lease Related | General and administrative
Restructuring Reserve [Roll Forward]
Accruals	7
Facility - Lease Related | Depreciation and amortization expenses
Restructuring Reserve [Roll Forward]
Accruals	$ 3

v3.23.3

Long-term Debt - Summary of Outstanding Long-term Debt (Details) - USD ($) $ in Millions		9 Months Ended	12 Months Ended
	Jan. 25, 2023	Sep. 30, 2023	Dec. 31, 2022
Long-term Debt
Less: Current portion of long-term debt		$ (6)	$ (3)
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs		1,353	1,219
Senior Secured Credit Agreement
Long-term Debt
Long-term debt, gross		1,377	1,239
Less: Unamortized debt discount and debt issuance costs		(18)	(17)
Total debt, net of unamortized debt discount and debt issuance costs		1,359	1,222
Less: Current portion of long-term debt		(6)	(3)
Long-term debt, non-current, net of unamortized debt discount and debt issuance costs		1,353	1,219
Senior Secured Credit Agreement | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Basis floor	1.00%
Senior Secured Credit Agreement | Senior secured initial term loans
Long-term Debt
Long-term debt, gross		$ 238	$ 239
Senior Secured Credit Agreement | Senior secured initial term loans | LIBOR
Long-term Debt
Basis spread		2.50%	2.50%
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans
Long-term Debt
Long-term debt, gross		$ 1,000	$ 1,000
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | LIBOR
Long-term Debt
Basis spread			6.50%
Basis floor			1.00%
Senior Secured Credit Agreement | Senior secured tranche B-3 term loans | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Basis spread		6.75%
Change in basis spread		0.10%
Basis floor		1.00%
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans
Long-term Debt
Long-term debt, gross		$ 135	$ 0
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Basis spread		6.75%
Change in basis spread		0.10%
Basis floor		1.00%
Senior Secured Credit Agreement | Senior secured revolving credit facility
Long-term Debt
Long-term debt, gross		$ 0	$ 0
Senior Secured Credit Agreement | Senior secured revolving credit facility | LIBOR
Long-term Debt
Basis spread			2.25%
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Basis spread		6.25%
Change in basis spread		0.10%
Basis floor		1.00%
Senior Secured Credit Agreement | Other Borrowings
Long-term Debt
Long-term debt, gross		$ 4	$ 0

v3.23.3

Long-term Debt - Narrative (Details) - USD ($) $ in Millions		9 Months Ended
	Jan. 25, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Long-term Debt
Unconditional guarantee, percentage of EBITDA		70.00%
Minimum
Long-term Debt
Unconditional guarantee, percentage of consolidated assets		70.00%
Unconditional guarantee, amount of EBITDA		$ 100
Senior secured initial term loans
Long-term Debt
Payment of contractual quarterly installment		$ 2	$ 2
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		43
Outstanding borrowings				$ 0
Senior secured revolving credit facility | Swingline borrowings
Long-term Debt
Draw down borrowings		$ 10
Senior Secured Credit Agreement
Long-term Debt
Percentage of annual excess cash flow		50.00%
Percentage of net cash proceeds from certain asset sales and casualty events		100.00%
Percentage of net cash proceeds from the incurrence of certain indebtedness		100.00%
Percentage of net cash proceeds from the consummation of any initial public offering		50.00%
Effective interest rate		11.50%
Minimum aggregate amount of liquidity		$ 200
Leverage ratio		0.0350
Senior Secured Credit Agreement | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Floor percentage	1.00%
Senior Secured Credit Agreement | Letters of credit | Minimum
Long-term Debt
Percentage of outstanding loans and letter of credit exceeds the aggregate principal amount		35.00%
Senior Secured Credit Agreement | Senior secured initial term loans | London Interbank Offered Rate (LIBOR)
Long-term Debt
Applicable margin on interest rate	2.50%
Senior Secured Credit Agreement | Senior secured revolving credit facility
Long-term Debt
Draw down borrowings	$ 50
Senior Secured Credit Agreement | Senior secured revolving credit facility | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Applicable margin on interest rate		6.25%
Floor percentage		1.00%
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 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
Long-term Debt
Principal amount	$ 135
Percentage of discount	3.00%
Senior Secured Credit Agreement | Senior secured tranche B-4 term loans | Secured Overnight Financing Rate (SOFR)
Long-term Debt
Applicable margin on interest rate		6.75%
Floor percentage		1.00%

v3.23.3

Commitments and Contingencies (Details) $ in Millions	Sep. 30, 2023 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Outstanding non-cancellable purchase commitments	$ 231
Non-cancellable purchase commitments related to the next twelve months	92
Bank guarantees	$ 25

v3.23.3

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jul. 10, 2023	Jul. 09, 2023
Income Taxes
Net deferred tax liability					$ 76
Income tax benefit	$ (2)	$ (10)	$ (12)	$ (39)
Effective income tax rate	17.00%	12.00%	12.00%	19.00%
GBT JerseyCo
Income Taxes
Equity interest ownership percentage					100.00%	16.00%

v3.23.3

Earnout Shares (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnout Shares
Fair value of the earnout shares liability	$ 67		$ 67
Gain on fair value change in earnout shares liability	$ 39	$ 12	$ 23	$ 35

v3.23.3

Equity-Based Compensation - Narrative (Details) $ in Millions		3 Months Ended		9 Months Ended
	Jan. 26, 2023 shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) installment shares	Sep. 30, 2022 USD ($)
Equity-Based Compensation
Equity-based compensation expense after tax | $		$ 14	$ 11	$ 45	$ 17
Employee Stock Purchase Plan
Equity-Based Compensation
Equity-based compensation expense | $		19	$ 15	$ 60	$ 23
Weighted average period for compensation expense to be recognized				4 months 15 days
Share-based payment arrangement | $		$ 1		$ 1
Employee Stock Purchase Plan | Class A common stock
Equity-Based Compensation
Maximum percentage of deduction in eligible compensation to purchase shares				15.00%
Number of offering periods per year | installment				2
Number of months in offering period				6 months
Percentage of number of all common stock outstanding considered for automatic increase of shares available for purchase under the plan				85.00%
Common stock available for issuance (in shares)		10,300,000		10,300,000
Shares purchased (in shares)				775,338
Employee Stock Option
Equity-Based Compensation
Options exercised (in shares)				2,059,984
Awards granted (in shares)				1,344,935
Compensation expense related to unvested GBTG MIP Options to be recognized | $		$ 3		$ 3
Weighted average period for compensation expense to be recognized				1 year 2 months 12 days
Employee Stock Option | Management Incentive Plan
Equity-Based Compensation
Stock options cancelled (in shares)	10,088,754			10,088,754
Options exercised (in shares)	2,699,885			5,233,488
RSU
Equity-Based Compensation
Weighted average period for compensation expense to be recognized				2 years 1 month 6 days
Compensation expense related to unvested RSUs to be recognized | $		$ 119		$ 119
RSU | Equity Incentive Plan 2022
Equity-Based Compensation
Awards granted (in shares)	4,817,144			19
Share-based compensation arrangement by share-based payment award anniversaries ratio	33.33%
Annual vesting percentage				33.33%
RSU | Equity Incentive Plan 2022 | Class A common stock
Equity-Based Compensation
Awards granted (in shares)				18,571,905

v3.23.3

Equity-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Jan. 26, 2023	Sep. 30, 2023	Sep. 30, 2022
Number of stock options
Expired (in shares)		(1,148,332)
Aggregate intrinsic value (in $ millions)
Payment for employee's tax obligations		$ 14	$ 0
Stock options
Number of stock options
Exercised (in shares)		(2,059,984)
Management Incentive Plan | Stock options
Number of stock options
Beginning balance (in shares)		36,397,677
Cancelled pursuant to exchange offer (in shares)	(10,088,754)	(10,088,754)
Exercised (in shares)	(2,699,885)	(5,233,488)
Forfeited (in shares)		(122,725)
Ending balance (in shares)		19,804,378
Exercisable as of period end (in shares)		17,402,097
Expected to vest as of period end (in shares)		2,402,281
Weighted average exercise price per stock option
Beginning balance (in dollars per share)		$ 7.66
Cancelled pursuant to exchange offer (in dollars per share)		10.36
Exercised (in dollars per share)		6.18
Expired (in dollars per share)		7.98
Forfeited (in dollars per share)		14.58
Ending balance (in dollars per share)		6.99
Exercisable as of period end (in dollars per share)		6.54
Expected to vest as of period end (in dollars per share)		$ 10.26
Weighted average remaining contractual term (in years)
Exercisable as of period end		2 years 8 months 12 days
Expected to vest as of period end		8 years 1 month 6 days
Aggregate intrinsic value (in $ millions)
Exercisable as of September 30, 2023		$ 0
Expected to vest as of September 30, 2023		$ 0
Number of shares withheld to cover the option costs and taxes (in shares)		4,469,741
Payment for employee's tax obligations		$ 2

v3.23.3

Equity-Based Compensation - Summary of RSU Activity (Details) - USD ($) $ / shares in Units, $ in Millions		9 Months Ended
	Jan. 26, 2023	Sep. 30, 2023	Sep. 30, 2022
Weighted average grant date fair value
Payment for employee's tax obligations		$ 14	$ 0
2022 Plan | RSU
Number of RSUs
Granted (in shares)	4,817,144	19
Weighted average grant date fair value
Number of shares withheld to cover the option costs and taxes (in shares)		1,607,828
Payment for employee's tax obligations		$ 12
2022 Plan | Class A common stock | RSU
Number of RSUs
Beginning balance (in shares)		11,288,745
Granted (in shares)		18,571,905
Forfeited (in shares)		(1,129,575)
Vested (in shares)		(4,283,868)
Ending balance (in shares)		24,447,207
Weighted average grant date fair value
Beginning balance (in dollars per share)		$ 7.56
Granted (in dollars per share)		6.65
Forfeited (in dollars per share)		7.37
Vested (in dollars per share)		7.60
Ending balance (in dollars per share)		$ 6.87

v3.23.3

Equity-Based Compensation - Summary of Equity-based Compensation Expense (Details) - Employee Stock Purchase Plan - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Equity-Based Compensation
Equity-based compensation expense	$ 19	$ 15	$ 60	$ 23
Cost of revenue (excluding depreciation and amortization)
Equity-Based Compensation
Equity-based compensation expense	1	1	3	1
Sales and marketing
Equity-Based Compensation
Equity-based compensation expense	6	5	24	8
Technology and content
Equity-Based Compensation
Equity-based compensation expense	5	4	13	5
General and administrative
Equity-Based Compensation
Equity-based compensation expense	$ 7	$ 5	$ 20	$ 9

v3.23.3

Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Millions		3 Months Ended		9 Months Ended
	May 27, 2022 $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2022 $ / shares shares
Earnout Shares
Capital distribution | $		$ 0	$ 0	$ 0	$ 0
Preferred Stock
Earnout Shares
Preferred stock , shares authorized (in shares)		6,010,000,000		6,010,000,000
Preferred stock par value (in dollars per share) | $ / shares		$ 0.00001		$ 0.00001
Preferred stock, shares issued (in shares)		0		0
Preferred stock, shares outstanding (in shares)		0		0
Class A common stock
Earnout Shares
Common stock, shares authorized (in shares)		3,000,000,000		3,000,000,000		3,000,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares outstanding (in shares)		466,992,558		466,992,558		67,753,543
Common stock, shares issued (in shares)		466,992,558		466,992,558		67,753,543
Common stock, voting rights				one vote
Class B common stock
Earnout Shares
Common stock, shares authorized (in shares)		3,000,000,000		3,000,000,000		3,000,000,000
Common stock, par value (in dollars per share) | $ / shares		$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares outstanding (in shares)		0		0		394,448,481
Common stock, shares issued (in shares)		0		0		394,448,481
Common stock, voting rights				one vote
Exchange agreement stock splits ratio				1
Class A-1 Preferred Stock
Earnout Shares
Preferred stock , shares authorized (in shares)		3,000,000,000		3,000,000,000
Preferred stock, shares issued (in shares)		0		0
Preferred stock, shares outstanding (in shares)		0		0
Class B-1 Preferred Stock
Earnout Shares
Preferred stock , shares authorized (in shares)		3,000,000,000		3,000,000,000
Preferred stock, shares issued (in shares)		0		0
Preferred stock, shares outstanding (in shares)		0		0
Undesignated Preferred Stock
Earnout Shares
Preferred stock , shares authorized (in shares)		10,000,000		10,000,000
Preferred stock, shares issued (in shares)		0		0
Preferred stock, shares outstanding (in shares)		0		0
Sponsor Side Letter
Earnout Shares
Number of Class A Common Stock deemed unvested and were subject to certain triggering events (in shares)	8,000,000
Sponsor side letter vesting period	5 years
Sponsor Side Letter | If the VWAP of Class A Common Stock is greater than or equal to $12.50
Earnout Shares
Minimum VWAP of Class A common stock (in dollars per share) | $ / shares	$ 12.50
Number of trading days within which minimum volume weighted average share price is to be attained	20 days
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained	30 days
Number of sponsor shares that will vest (in shares)	5,000,000
Sponsor Side Letter | If the VWAP of Class A Common Stock is greater than or equal to $15.00
Earnout Shares
Minimum VWAP of Class A common stock (in dollars per share) | $ / shares	$ 15.00
Number of trading days within which minimum volume weighted average share price is to be attained	20 days
Number of trading days within which the minimum VWAP of Class A Common Stock is to be attained	30 days
Number of sponsor shares that will vest (in shares)	3,000,000

v3.23.3

Stockholders' Equity - Changes in Accumulated Other Comprehensive Loss, Net of Tax (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	$ 1,371	$ 1,334
Ending balance	1,255	1,169
Tax benefit	0	0
Currency translation adjustments
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(10)	(38)
Net changes during the period, net of tax benefit	(6)
Net changes prior to reverse recapitalization, net of tax benefit		(59)
Noncontrolling interest, period increase (decrease)	(16)	85
Re-classed from non-controlling interest upon corporate simplification transaction	(63)
Net changes post reverse recapitalization, net of tax benefit		(11)
Ending balance	(95)	(23)
Defined benefit plan related
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(1)	(128)
Net changes during the period, net of tax benefit	(1)
Net changes prior to reverse recapitalization, net of tax benefit		0
Noncontrolling interest, period increase (decrease)	1	112
Re-classed from non-controlling interest upon corporate simplification transaction	(27)
Net changes post reverse recapitalization, net of tax benefit		0
Ending balance	(28)	(16)
Unrealized gain on cash flow hedge and hedge of investments in foreign subsidiary
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	4	4
Net changes during the period, net of tax benefit	0
Net changes prior to reverse recapitalization, net of tax benefit		12
Noncontrolling interest, period increase (decrease)	1	(14)
Re-classed from non-controlling interest upon corporate simplification transaction	27
Net changes post reverse recapitalization, net of tax benefit		2
Ending balance	32	4
Total accumulated other comprehensive loss
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]
Beginning balance	(7)	(162)
Net changes during the period, net of tax benefit	(7)
Net changes prior to reverse recapitalization, net of tax benefit		(47)
Noncontrolling interest, period increase (decrease)	(14)	183
Re-classed from non-controlling interest upon corporate simplification transaction	(63)
Net changes post reverse recapitalization, net of tax benefit		(9)
Ending balance	$ (91)	$ (35)

v3.23.3

Earnings (Loss) Per Share - Narrative (Details) shares in Millions	9 Months Ended
	Sep. 30, 2023 shares
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
RSU
Earnings (Loss) Per Share
Shares excluded from the calculation of diluted loss per share as their inclusion would have resulted in anti-dilutive effect on loss per share (in shares)	24

v3.23.3

Earnings (Loss) Per Share- Reconciliation of Basic and Diluted Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended					9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator – Basic and diluted (loss) earnings per share:
Net (loss) income attributable to the Company’s Class A common stockholders	$ 0			$ (20)		$ (16)	$ 1
Add: Net loss attributable to non-controlling interests in subsidiaries	(8)			(53)		(74)	(167)
Net loss attributable to the Company’s Class A common stockholders - Diluted (B)	$ (8)	$ (55)	$ (27)	$ (73)	$ (91)	$ (90)	$ (166)
Denominator – Basic and diluted weighted average number of shares outstanding:
Weighted average number of Calss A common Stock outstanding - Basic (C) (in shares)	419,154,778			48,867,969		181,775,461	48,867,969
Assumed conversion of Class B Common Stock (in shares)	38,587,351			0		274,524,584	394,448,481
Weighted average number of Class A Common Stock outstanding - Diluted (D) (in shares)	457,742,129			48,867,969		456,300,045	443,316,450
Basic (loss) earnings per share attributable to the Company's Class A common stockholders: (A) / (C) (in dollars per share)	$ 0			$ (0.43)		$ (0.09)	$ 0.02
Diluted loss per share attributable to the Company's Class A common stockholders: (B) / (D) (in dollars per share)	$ (0.02)			$ (0.43)		$ (0.20)	$ (0.38)

v3.23.3

Derivatives and Hedging - Interest Rate Swap (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Mar. 31, 2023	Feb. 28, 2023
Derivatives and Hedging
Amount reclassified from accumulated other comprehensive loss		$ 2	$ 2	$ 6	$ 2
Interest Rate Swap
Derivatives and Hedging
Notional amount		600	$ 600	600	$ 600		$ 300
Derivative fixed Interest rate							4.295%
Derivative variable Interest rate							0.90%
Amount reclassified from accumulated other comprehensive loss		2		6
Interest Rate Swap | Maximum
Derivatives and Hedging
Derivative fixed Interest rate						3.68%
Interest Rate Swap | Minimum
Derivatives and Hedging
Derivative fixed Interest rate						3.6856%
Interest Rate Swap | $600 million expiring on 2025
Derivatives and Hedging
Notional amount		$ 600		$ 600
Derivative fixed Interest rate		3.68%		3.68%
Interest Rate Swap | $300 million expiring on 2027
Derivatives and Hedging
Notional amount		$ 300		$ 300
Derivative fixed Interest rate		4.295%		4.295%
Interest Rate Swap | Three-month LIBOR
Derivatives and Hedging
Derivative variable Interest rate						3.68%
Cash realization on interest rate swap agreement termination	$ 23

v3.23.3

Derivatives and Hedging - Narrative (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivatives and Hedging
Amount reclassified from accumulated other comprehensive loss	$ 2	$ 2	$ 6	$ 2
Total expected gain (loss)			$ 8
Earnout shares
Derivatives and Hedging
Number of shares outstanding			23
Number of shares issued	23		23

v3.23.3

Derivatives and Hedging - Warrants and Earnout Shares (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Derivatives designated as hedging instruments | Interest rate swaps | Other non-current assets
Derivatives and Hedging
Gross fair value of derivatives assets	$ 16	$ 10
Derivatives not designated as hedging instruments | Earnout shares | Earnouts and warrants derivative liabilities
Derivatives and Hedging
Gross fair value of derivatives liabilities	$ 67	$ 90

v3.23.3

Derivatives and Hedging - Summary of the Impact of Changes in Fair Values of Derivatives (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Derivatives and Hedging
Amount of gain/(loss) recognized in statements of operations	$ 41	$ (4)	$ 29	$ 32
Amount of gain/(loss) recognized in statements of operations, financial statement location			Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest
Derivatives designated as hedging instruments
Derivatives and Hedging
Amount of gain/(loss) recognized in other comprehensive income (loss)	(2)	(2)	$ (6)	(2)
Amount of gain/(loss) recognized in statements of operations	2	2	$ 6	2
Amount of gain/(loss) recognized in statements of operations, financial statement location			Interest Expense
Derivatives designated as hedging instruments | Interest rate swaps
Derivatives and Hedging
Amount of gain/(loss) recognized in other comprehensive income (loss)	3	18	$ 6	31
Amount of gain/(loss) recognized in statements of operations	0	0	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	0	0
Amount of gain/(loss) recognized in statements of operations	39	12	$ 23	35
Amount of gain/(loss) recognized in statements of operations, financial statement location			Fair value movement on earnout and warrant derivative liabilities
Derivatives not designated as hedging instruments | Warrants
Derivatives and Hedging
Amount of gain/(loss) recognized in other comprehensive income (loss)	0	0	$ 0	0
Amount of gain/(loss) recognized in statements of operations	$ 0	$ (18)	$ 0	$ (5)

v3.23.3

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	Sep. 30, 2023	Dec. 31, 2022
Level 2 | Interest rate swaps
Fair Value Measurements
Gross carrying value and fair value of derivative assets	$ 16	$ 10
Level 3 | Non-employee earnout shares
Fair Value Measurements
Gross carrying value and fair value of derivative liabilities	$ (67)	$ (90)

v3.23.3

Fair Value Measurements - Assumptions used for the measurement of the fair value of outstanding earnout shares liabilities (Details) - Non-employee earnout shares	Sep. 30, 2023 $ / shares yr	Dec. 31, 2022 $ / shares yr
Tranche 1
Fair Value Measurements
Fair value per shares (in dollars per share)	$ 3.18	$ 4.30
Tranche 2
Fair Value Measurements
Fair value per shares (in dollars per share)	$ 2.66	$ 3.58
Stock price ($)
Fair Value Measurements
Fair value measurement input	5.50	6.75
Risk-free interest rate
Fair Value Measurements
Fair value measurement input	0.0473	0.0406
Volatility
Fair Value Measurements
Fair value measurement input	0.525	0.425
Expected term (years)
Fair Value Measurements
Fair value measurement input | yr	3.7	4.4
Expected dividends
Fair Value Measurements
Fair value measurement input	0.000	0.000

v3.23.3

Fair Value Measurements - Changes in Level 3 financial liabilities measured at fair value (Details) - Non-employee Earnout Shares - Level 3 $ in Millions	9 Months Ended
	Sep. 30, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at the beginning	$ 90
Change in fair value	(23)
Balance at the end	$ 67

v3.23.3

Fair Value Measurements - Outstanding senior secured term loans (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Level 2 | Senior secured initial term loans | Carrying amount
Fair Value Measurements
Outstanding senior secured term loans	$ 234	$ 235
Level 2 | Senior secured initial term loans | Fair value
Fair Value Measurements
Outstanding senior secured term loans	231	220
Level 3 | Senior secured tranche B-3 term loans | Carrying amount
Fair Value Measurements
Outstanding senior secured term loans	990	987
Level 3 | Senior secured tranche B-3 term loans | Fair value
Fair Value Measurements
Outstanding senior secured term loans	1,017	1,017
Level 3 | Senior secured tranche B-4 term loans | Carrying amount
Fair Value Measurements
Outstanding senior secured term loans	131	0
Level 3 | Senior secured tranche B-4 term loans | Fair value
Fair Value Measurements
Outstanding senior secured term loans	$ 137	$ 0

v3.23.3

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transactions
Total revenue	$ 571	$ 488	$ 1,741	$ 1,324
Accounts payable	385		385		$ 253
Accounts receivable	851		851		765
Class A common stock
Related Party Transactions
Loan to equity affiliate			5
Receivable outstanding of equity affiliate			$ 2
License of American Express Marks
Related Party Transactions
Term of agreement			11 years
Affiliate | Advisory Services Agreement
Related Party Transactions
Advisory services fees		0		1
Accounts payable	5		$ 5		5
Affiliate | Commercial Agreements
Related Party Transactions
Advisory services fees	7	7	22	18
Total revenue	7	6	19	16
Accounts payable	47		47		24
Accounts receivable	11		11		15
Affiliate | Commercial and Operating Agreements with Expedia
Related Party Transactions
Total revenue	40	30	122	90
Accounts receivable	20		$ 20		18
Term of agreement			10 years
Affiliate | Transition Services Agreement with Expedia, Inc
Related Party Transactions
Advisory services fees	6	$ 8	$ 20	$ 28
Accounts payable	4		4		8
Payable remaining to expedia in respect of loss contingency	11		$ 11		15
Affiliate | Transition Services Agreement with Expedia, Inc | Class A common stock
Related Party Transactions
Sock issued pursuant to an agreement (in shares)			575,409
Payable remaining to expedia in respect of loss contingency	4		$ 4
Affiliate | Transition Services Agreement with Expedia, Inc | Egencia
Related Party Transactions
Accounts receivable	$ 7		$ 7		$ 4

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