Skip to main content

Global Business Travel Group Inc

For the period ended Dec 31, 2023. Filed Mar 13, 2024.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 13, 2024

GBTG$9.500.0%Stored close · as of Sep 28, 2026
See the whole filing, with its images and exhibits
Contents

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

For the fiscal year ended December 31, 2023

Or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No.001-39576

Global Business Travel Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware98-0598290
(State or other jurisdiction ofincorporation or organization)(I.R.S. EmployerIdentification No.)
666 3rd Avenue, 4th FloorNew York, NY (Address of Principal Executive Offices)10017(Zip Code)

Registrant’s Telephone Number, Including Area Code: (646)344-1290

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A common stock, par value $0.0001 per shareGBTGThe New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso Nox

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yeso Nox

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated fileroAccelerated filerx
Non-accelerated fileroSmaller reporting companyo
Emerging growth companyo

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yeso Nox

The aggregate market value of the Registrant’s common stock outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed as of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter), was approximately $321 million.

As of March 12, 2024, there were 472,619,830 shares of Class A common stock, par value $0.0001 per share issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from the registrant’s definitive proxy statement relating to the annual meeting of shareholders to be held in 2024, which definitive proxy statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to which this Report relates.

FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023

TABLE OF CONTENTS

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1
PART I2
Item 1.Business2
Item 1A.Risk Factors26
Item 1B.Unresolved Staff Comments56
Item 1C.Cybersecurity56
Item 2.Properties57
Item 3.Legal Proceedings57
Item 4.Mine Safety Disclosures57
PART II58
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities58
Item 6.[Reserved]59
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations60
Item 7A.Quantitative and Qualitative Disclosure About Market Risk74
Item 8.Financial Statements and Supplementary Data76
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure76
Item 9A.Controls and Procedures76
Item 9B.Other Information77
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspection77
PART III78
Item 10.Directors, Executive Officers and Corporate Governance78
Item 11.Executive Compensation78
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters78
Item 13.Certain Relationships and Related Transactions, and Director Independence78
Item 14.Principal Accountant Fees and Services78
PART IV79
Item 15.Exhibit and Financial Statement Schedules79
SIGNATURES85

i

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.