Sabre Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue $ 767,241 $ 737,529 $ 1,550,127 $ 1,480,224 Cost of revenue, excluding technology costs 321,481 316,370 642,575 623,412 Technology costs 219,268 284,279 441,559 555,717 Selling, general and administrative 165,637 179,063 307,053 343,491 Operating income (loss) 60,855 ( 42,183 ) 158,940 ( 42,396 ) Other expense: Interest expense, net ( 129,294 ) ( 106,134 ) ( 254,041 ) ( 205,918 ) Gain (loss) on extinguishment of debt — 12,543 ( 37,994 ) 12,543 Equity method income 469 459 1,429 882 Other, net 3,251 17,225 ( 1,226 ) 19,632 Total other expense, net ( 125,574 ) ( 75,907 ) ( 291,832 ) ( 172,861 ) Loss from continuing operations before income taxes ( 64,719 ) ( 118,090 ) ( 132,892 ) ( 215,257 ) Provision for income taxes 4,766 5,909 7,698 8,108 Loss from continuing operations ( 69,485 ) ( 123,999 ) ( 140,590 ) ( 223,365 ) Income (loss) from discontinued operations, net of tax — 2 — ( 401 ) Net loss ( 69,485 ) ( 123,997 ) ( 140,590 ) ( 223,766 ) Net income (loss) attributable to noncontrolling interests 275 ( 66 ) 653 ( 901 ) Net loss attributable to Sabre Corporation ( 69,760 ) ( 123,931 ) ( 141,243 ) ( 222,865 ) Preferred stock dividends — 5,347 — 10,693 Net loss attributable to common stockholders $ ( 69,760 ) $ ( 129,278 ) $ ( 141,243 ) $ ( 233,558 ) Basic net loss per share attributable to common stockholders: Loss from continuing operations $ ( 0.18 ) $ ( 0.39 ) $ ( 0.37 ) $ ( 0.71 ) Net loss per common share $ ( 0.18 ) $ ( 0.39 ) $ ( 0.37 ) $ ( 0.71 ) Diluted net loss per share attributable to common stockholders: Loss from continuing operations $ ( 0.18 ) $ ( 0.39 ) $ ( 0.37 ) $ ( 0.71 ) Net loss per common share $ ( 0.18 ) $ ( 0.39 ) $ ( 0.37 ) $ ( 0.71 ) Weighted-average common shares outstanding: Basic 383,506 332,147 381,640 330,547 Diluted 383,506 332,147 381,640 330,547 See Notes to Consolidated Financial Statements. 1 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net loss $ ( 69,485 ) $ ( 123,997 ) $ ( 140,590 ) $ ( 223,766 ) Other comprehensive income, net of tax: Foreign currency translation adjustments ("CTA") 146 2,282 ( 536 ) 3,857 Retirement-related benefit plans: Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 ) ( 716 ) ( 716 ) Amortization of actuarial losses, net of taxes of nil in all periods 831 ( 470 ) 1,406 1,151 Net change in retirement-related benefit plans, net of tax 473 ( 828 ) 690 435 Derivatives: Unrealized losses, net of taxes of nil in all periods 2,586 1,181 9,333 885 Reclassification adjustment for realized gains, net of taxes of nil in all periods ( 2,088 ) ( 1,427 ) ( 4,045 ) ( 2,416 ) Net change in derivatives, net of tax 498 ( 246 ) 5,288 ( 1,531 ) Share of other comprehensive loss of equity method investments ( 284 ) ( 36 ) ( 405 ) ( 338 ) Other comprehensive income 833 1,172 5,037 2,423 Comprehensive loss ( 68,652 ) ( 122,825 ) ( 135,553 ) ( 221,343 ) Less: Comprehensive (income) loss attributable to noncontrolling interests ( 275 ) 66 ( 653 ) 901 Comprehensive loss attributable to Sabre Corporation $ ( 68,927 ) $ ( 122,759 ) $ ( 136,206 ) $ ( 220,442 ) See Notes to Consolidated Financial Statements. 2 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 612,614 $ 648,207 Restricted cash 21,038 21,037 Accounts receivable, net of allowance for credit losses of $ 32,919 and $ 34,343 376,476 343,436 Prepaid expenses and other current assets 156,294 145,911 Total current assets 1,166,422 1,158,591 Property and equipment, net of accumulated depreciation of $ 1,865,872 and $ 1,851,191 248,485 233,677 Equity method investments 21,830 22,343 Goodwill 2,553,645 2,554,039 Acquired customer relationships, net of accumulated amortization of $ 838,627 and $ 827,529 203,053 214,190 Other intangible assets, net of accumulated amortization of $ 795,549 and $ 787,511 153,652 161,913 Deferred income taxes 11,874 10,201 Other assets, net 307,414 317,240 Total assets $ 4,666,375 $ 4,672,194 Liabilities and stockholders’ deficit Current liabilities Accounts payable $ 237,178 $ 231,767 Accrued compensation and related benefits 90,679 135,620 Accrued subscriber incentives 256,309 237,421 Deferred revenues 81,628 108,256 Other accrued liabilities 202,519 197,609 Current portion of debt 217,562 4,040 Total current liabilities 1,085,875 914,713 Deferred income taxes 27,617 30,745 Other noncurrent liabilities 240,389 258,719 Long-term debt 4,789,406 4,829,461 Commitments and contingencies (Note 13) Redeemable noncontrolling interests 13,683 14,375 Stockholders’ deficit Common Stock: $ 0.01 par value; 1,000,000 authorized shares; 414,405 and 405,915 shares issued, 385,663 and 379,569 shares outstanding at June 30, 2024 and December 31, 2023, respectively 4,144 4,059 Additional paid-in capital 3,276,032 3,249,901 Treasury Stock, at cost, 28,742 and 26,346 shares at June 30, 2024 and December 31, 2023, respectively ( 526,524 ) ( 520,124 ) Accumulated deficit ( 4,189,636 ) ( 4,048,393 ) Accumulated other comprehensive loss ( 68,885 ) ( 73,922 ) Noncontrolling interest 14,274 12,660 Total stockholders’ deficit ( 1,490,595 ) ( 1,375,819 ) Total liabilities and stockholders’ deficit $ 4,666,375 $ 4,672,194 See Notes to Consolidated Financial Statements. 3 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2024 2023 Operating Activities Net loss $ ( 140,590 ) $ ( 223,766 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 65,484 77,207 Paid-in-kind interest 60,954 — Loss (gain) on extinguishment of debt 37,994 ( 12,543 ) Stock-based compensation expense 26,135 25,743 Amortization of upfront incentive consideration 17,073 18,010 Amortization of debt discount and issuance costs 13,594 11,464 Deferred income taxes ( 6,214 ) ( 18,734 ) Provision for expected credit losses 4,769 8,292 Dividends received from equity method investments 1,460 1,514 Gain on investment fair value adjustment ( 1,200 ) ( 3,840 ) Other 622 ( 3,576 ) Loss from discontinued operations — 401 Changes in operating assets and liabilities: Accounts and other receivables ( 33,906 ) ( 101,815 ) Prepaid expenses and other current assets ( 13,471 ) 24,856 Capitalized implementation costs ( 9,808 ) ( 4,368 ) Upfront incentive consideration ( 4,417 ) ( 13,273 ) Other assets ( 10,336 ) 6,243 Accrued compensation and related benefits ( 47,144 ) 4,355 Accounts payable and other accrued liabilities 22,179 72,479 Deferred revenue including upfront solution fees ( 23,137 ) 32,163 Cash used in operating activities ( 39,959 ) ( 99,188 ) Investing Activities Additions to property and equipment ( 47,794 ) ( 48,190 ) Other investing activities ( 300 ) — Acquisitions, net of cash acquired — ( 13,355 ) Cash used in investing activities ( 48,094 ) ( 61,545 ) Financing Activities Proceeds on borrowings from lenders 200,090 677,486 Payments on borrowings from lenders ( 193,706 ) ( 718,722 ) Proceeds from borrowings under Securitization Facility 146,300 178,600 Debt prepayment fees and issuance costs ( 49,956 ) ( 23,007 ) Payments on borrowings under Securitization Facility ( 42,200 ) ( 48,600 ) Net payment on the settlement of equity-based awards ( 6,404 ) ( 5,555 ) Proceeds from sale of redeemable shares in subsidiary — 16,000 Dividends paid on preferred stock — ( 10,693 ) Other financing activities — 4,851 Cash provided by financing activities 54,124 70,360 Cash Flows from Discontinued Operations Cash provided by operating activities — 80 Cash provided by discontinued operations — 80 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,663 ) 1,554 Decrease in cash, cash equivalents and restricted cash ( 35,592 ) ( 88,739 ) Cash, cash equivalents and restricted cash at beginning of period 669,244 815,923 Cash, cash equivalents and restricted cash at end of period $ 633,652 $ 727,184 Non-cash additions to property and equipment $ 1,066 $ 506 See Notes to Consolidated Financial Statements. 4 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands, except share data) (Unaudited) Stockholders’ Deficit Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders'Deficit Shares Amount Shares Amount Shares Amount Balance at December 31, 2023 — $ — 405,914,663 $ 4,059 $ 3,249,901 26,345,684 $ ( 520,124 ) $ ( 4,048,393 ) $ ( 73,922 ) $ 12,660 $ ( 1,375,819 ) Comprehensive loss — — — — — — — ( 71,483 ) 4,206 923 ( 66,354 ) Settlement of stock-based awards — — 3,062,998 31 ( 1 ) 1,021,755 ( 2,078 ) — — — ( 2,048 ) Stock-based compensation expense — — — — 13,905 — — — — — 13,905 Balance at March 31, 2024 — $ — 408,977,661 $ 4,090 $ 3,263,805 27,367,439 $ ( 522,202 ) $ ( 4,119,876 ) $ ( 69,716 ) $ 13,583 $ ( 1,430,316 ) Comprehensive loss — — — — — — — ( 69,760 ) 833 691 ( 68,236 ) Settlement of stock-based awards — — 5,427,133 54 ( 3 ) 1,374,482 ( 4,322 ) — — — ( 4,271 ) Stock-based compensation expense — — — — 12,230 — — — — — 12,230 Other — — — — — — — — ( 2 ) — ( 2 ) Balance at June 30, 2024 — $ — 414,404,794 $ 4,144 $ 3,276,032 28,741,921 $ ( 526,524 ) $ ( 4,189,636 ) $ ( 68,885 ) $ 14,274 $ ( 1,490,595 ) Stockholders’ Deficit Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Deficit Shares Amount Shares Amount Shares Amount Balance at December 31, 2022 3,290,000 $ 33 353,436,503 $ 3,534 $ 3,198,580 24,894,998 $ ( 514,215 ) $ ( 3,506,528 ) $ ( 65,731 ) $ 11,500 $ ( 872,827 ) Comprehensive income — — — — — — — ( 98,934 ) 1,252 ( 451 ) ( 98,133 ) Preferred stock dividends (1) — — — — — — — ( 5,346 ) — — ( 5,346 ) Settlement of stock-based awards — — 4,671,781 47 ( 5 ) 1,304,145 ( 5,289 ) — — — ( 5,247 ) Stock-based compensation expense — — — — 17,005 — — — — — 17,005 Balance at March 31, 2023 3,290,000 $ 33 358,108,284 $ 3,581 $ 3,215,580 26,199,143 $ ( 519,504 ) $ ( 3,610,808 ) $ ( 64,479 ) $ 11,049 $ ( 964,548 ) Comprehensive loss — — — — — — — ( 123,931 ) 1,172 516 ( 122,243 ) Preferred stock dividends (1) — — — — — — — ( 5,347 ) ( 5,347 ) Settlement of stock-based awards — — 455,208 5 — 67,470 ( 261 ) — — ( 256 ) Stock-based compensation expense — — — — 8,738 — — — — — 8,738 Balance at June 30, 2023 3,290,000 $ 33 358,563,492 $ 3,586 $ 3,224,318 26,266,613 $ ( 519,765 ) $ ( 3,740,086 ) $ ( 63,307 ) $ 11,565 $ ( 1,083,656 ) (1) Our mandatory convertible preferred stock accumulated cumulative dividends at an annual rate of 6.50 %. See Notes to Consolidated Financial Statements. 5 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2024. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024. We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024. Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board (“FASB”) issued updated guidance which provides optional expedients and exceptions for applying U.S. GAAP to existing contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued, if certain criteria are met. This standard is effective for all entities upon issuance and is optional through December 31, 2024. We elected the optional expedient in the second quarter of 2023 in connection with the SOFR Amendment (defined in Note 7. Debt below). Recent Accounting Pronouncements In November 2023, the FASB issued updated guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statement disclosures. In December 2023, the FASB issued updated guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements primarily related to the rate reconciliation and income taxes paid information. The updated standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statement disclosures. In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules were originally effective beginning with annual reports for the year ending December 31, 2025; however, on April 4, 2024, the SEC voluntarily stayed these rules, pending judicial review. We are currently evaluating the impact of the rules, if they were to go into effect, on our consolidated financial statement disclosures. 6 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service (“SaaS”) revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of June 30, 2024 and December 31, 2023 (in thousands). Account Consolidated Balance Sheet Location June 30, 2024 December 31, 2023 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 35,357 $ 42,029 Trade and unbilled receivables, net Accounts receivable, net 374,121 341,362 Long-term trade unbilled receivables, net Other assets, net 21,061 20,265 Contract liabilities Deferred revenues / other noncurrent liabilities 143,783 166,911 ______________________ (1) Includes contract assets of $ 9 million and $ 11 million for June 30, 2024 and December 31, 2023, respectively. During the six months ended June 30, 2024, we recognized revenue of approximately $ 49 million from contract liabilities that existed as of January 1, 2024. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 6. Credit Losses. Revenue The following table presents our revenues disaggregated by business (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Distribution $ 550,594 $ 530,405 $ 1,122,852 $ 1,056,291 IT Solutions 144,456 140,356 285,831 291,911 Total Travel Solutions 695,050 670,761 1,408,683 1,348,202 SynXis Software and Services 76,392 69,519 148,709 136,033 Other 6,846 7,152 13,348 14,450 Total Hospitality Solutions 83,238 76,671 162,057 150,483 Total Segment Revenue 778,288 747,432 1,570,740 1,498,685 Eliminations ( 11,047 ) ( 9,903 ) ( 20,613 ) ( 18,461 ) Total Sabre Revenue $ 767,241 $ 737,529 $ 1,550,127 $ 1,480,224 We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the six months ended June 30, 2024, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is $ 6 million. Our air booking cancellation reserve totaled $ 12 million and $ 10 million as of June 30, 2024, and December 31, 2023, respectively. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. 3. Redeemable Noncontrolling Interest On February 1, 2023, we sold common shares of a subsidiary, representing a 19 % interest in Conferma Limited's ( “ Conferma ” ) direct parent, to a third party for cash consideration of $ 16 million. In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19 % interest, if requested, for the original purchase price of $ 16 million. We currently do not believe it is probable that the noncontrolling interest will become redeemable, given the remote likelihood of the applicable conditions being satisfied. As the common shares are redeemable upon the occurrence of conditions not solely within our control, we recorded the noncontrolling interest as redeemable and classified it as temporary equity within our consolidated balance sheet initially at fair 7 value. The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest. As of June 30, 2024 and 2023, the redeemable noncontrolling interest was $ 14 million and $ 15 million, respectively. The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended June 30, 2024 and 2023 (in thousands): Six Months Ended June 30, 2024 2023 Redeemable noncontrolling interest, beginning of period $ 14,375 $ — Proceeds from sale of redeemable noncontrolling interest — 16,000 Net loss attributable to redeemable noncontrolling interest ( 692 ) ( 986 ) Redeemable noncontrolling interest, end of period $ 13,683 $ 15,014 8 4. Restructuring Activities During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our business and structurally reduce our cost base. As a result of this cost reduction plan, we incurred restructuring costs beginning in the second quarter of 2023 associated with our workforce. We do not expect additional restructuring charges associated with these activities to be significant and we expect to be substantially complete with all activities associated with this plan by the end of 2024. Since the second quarter of 2023, we have incurred costs of $ 82 million in connection with this business plan. These restructuring costs are comprised of $ 76 million that has been or will be paid in cash for severance and related benefits costs and $ 6 million paid related to other restructuring costs. During the six months ended June 30, 2024, we recorded $ 18 million in additional severance and related benefits costs, of which $ 1 million is recorded within cost of revenue, excluding technology costs, $ 13 million is recorded within technology costs and $ 4 million is recorded within selling, general and administrative costs within our consolidated statement of operations. The majority of these additional costs is expected to be paid by the end of the first quarter of 2025. We also recorded a $ 9 million adjustment to the accrued liability for estimated amounts that are no longer expected to be paid. The following table summarizes the accrued liability for severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheets, related to this cost reduction plan (in thousands): Six Months Ended June 30, 2024 Balance as of December 31, 2023 $ 17,288 Charges 18,086 Cash Payments ( 7,046 ) Non-Cash Adjustments ( 8,796 ) Balance as of June 30, 2024 $ 19,532 5. Income Taxes For the six months ended June 30, 2024, we recognized $ 8 million of income tax expense, representing an effective tax rate of less than 1 %, compared to an income tax expense of $ 8 million, also representing an effective tax rate of less than 1 % for the six months ended June 30, 2023. The effective tax rate decreased for the six months ended June 30, 2024 as compared to the same period in 2023 primarily due to the change in the geographic mix of taxable income and various discrete items recorded in each of the respective six month periods. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. We believe it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets. On the basis of this evaluation, as of June 30, 2024, a cumulative valuation allowance of $ 679 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $ 44 million and $ 41 million as of June 30, 2024 and December 31, 2023, respectively. 6. Credit Losses We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables 9 and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the six months ended June 30, 2024 for our portfolio segment is summarized as follows (in thousands): Six Months Ended June 30, 2024 Balance at December 31, 2023 $ 34,343 Provision for expected credit losses 4,769 Write-offs ( 6,057 ) Other ( 136 ) Balance at June 30, 2024 $ 32,919 10 7. Debt As of June 30, 2024 and December 31, 2023, our outstanding debt included in our consolidated balance sheets totaled $ 5,007 million and $ 4,834 million, respectively, which are net of debt issuance costs of $ 63 million and $ 63 million, respectively, and unamortized discounts of $ 63 million and $ 65 million, respectively. The following table sets forth the face values of our outstanding debt as of June 30, 2024 and December 31, 2023 (in thousands): Rate Maturity June 30, 2024 December 31, 2023 Senior secured credit facilities: 2021 Term Loan B-1 S (1) + 3.50 % December 2027 $ 391,880 $ 392,015 2021 Term Loan B-2 S (1) + 3.50 % December 2027 614,151 614,151 2022 Term Loan B-1 S (1) + 4.25 % June 2028 603,447 603,447 2022 Term Loan B-2 S (1) + 5.00 % June 2028 645,310 645,310 Senior Secured Term Loan Due 2028 RR (2) + 1.75 % (3) December 2028 814,812 753,859 Securitization facility: AR Facility S (1) + 4.00 % (4) March 2027 94,100 110,000 FILO Facility S (1) + 8.00 % March 2027 120,000 — 9.25 % senior secured notes due 2025 9.25 % April 2025 31,547 38,895 7.375 % senior secured notes due 2025 7.375 % September 2025 26,796 63,019 4.00 % senior exchangeable notes due 2025 4.00 % April 2025 183,220 333,220 7.32 % senior exchangeable notes due 2026 7.32 % August 2026 150,000 — 8.625 % senior secured notes due 2027 8.625 % June 2027 903,077 852,987 11.25 % senior secured notes due 2027 11.25 % December 2027 555,000 555,000 Face value of total debt outstanding 5,133,340 4,961,903 Less current portion of debt outstanding ( 218,807 ) ( 4,040 ) Face value of long-term debt outstanding $ 4,914,533 $ 4,957,863 ______________________ (1) Represents the Secured Overnight Financing Rate ("SOFR"). (2) Represents the Reference Rate as defined below. (3) At our election, if interest is paid in cash the spread is 0.25 % per annum, and in the case of interest paid-in-kind the spread is 1.75 %. (4) In connection with the issuance of the FILO Facility (as defined below), the initial drawn fee rate was increased from 2.25 % to 4.00 %. We had outstanding letters of credit totaling $ 8 million and $ 12 million as of June 30, 2024 and December 31, 2023, respectively, which were secured by a $ 21 million cash collateral deposit account. The weighted average interest rate on our short-term borrowings, which include our 9.25 % Senior Secured Notes due 2025, 4.00 % Senior Exchangeable Notes due 2025, and the current portion of the 2021 Term Loan B-1, is 4.85 % as of June 30, 2024. Senior Secured Credit Facilities On May 16, 2023, Sabre GLBL entered into Amendment No. 5 to the Credit Agreement (the “SOFR Amendment”). The SOFR Amendment was entered into pursuant to the Amended and Restated Credit Agreement, dated as of February 19, 2013. The SOFR Amendment provides for the replacement of LIBOR-based rates with a SOFR-based rate for the 2021 Term Loan B-1 and 2021 Term Loan B-2 and amends certain provisions of the Credit Agreement. The change from LIBOR to SOFR is due to the reference rate reform and the phasing out of LIBOR as a loan benchmark. The SOFR Amendment did not have a material impact on our financial position or results of operations. Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement. As of June 30, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement. Senior Secured Term Loan Due 2028 On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an intercompany secured term loan agreement (the "Pari Passu Loan Agreement"). 11 The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) of up to $ 700 million in aggregate principal amount, subject to Sabre FB using the proceeds from the Senior Secured Term Loan Due 2028 for an intercompany loan to Sabre GLBL. On June 13, 2023, Sabre FB borrowed the full $ 700 million amount under the 2023 Term Loan Agreement and lent the funds to Sabre GLBL under the Pari Passu Loan Agreement. Borrowings under the 2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries. Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes. Sabre GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to repurchase $ 650 million of its outstanding 9.25 % Senior Secured Notes due 2025 (the “June 2023 Refinancing”) and $ 15 million of its outstanding 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2. The remaining proceeds, net of a discount of $ 23 million, were used to pay $ 13 million in other fees and expenses. We incurred additional fees of $ 15 million, plus $ 10 million of accrued and unpaid interest on the 9.25 % Senior Secured Notes, which were funded with cash on hand. We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the six months ended June 30, 2023 of $ 13 million. The Senior Secured Term Loan Due 2028 matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows: (i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023 Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25 % of the applicable interest margin assuming all interest is payable-in-kind. After the third anniversary of the 2023 Term Loan Agreement, all prepayments can be made at par plus accrued interest. The interest on the Senior Secured Term Loan Due 2028 is payable in cash; provided that, at our election, from the date of the agreement, until the last interest payment date occurring on or prior to December 31, 2025, the interest may be payable-in-kind. The Senior Secured Term Loan Due 2028 bears interest at a floating rate, with interest periods ending on each successive three month anniversary of the closing date and set in arrears based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest. As of June 30, 2024, the Reference Rate was 13.89 %. The all-in interest rate floor is 11.50 % for cash interest and 13.00 % for payable-in-kind interest and the all-in interest rate ceiling is 17.50 % for cash interest and 19.00 % for payable-in-kind interest. We have currently elected interest to be payable-in-kind. Interest on the Senior Secured Term Loan Due 2028 is accrued and payable or capitalized to principal if not elected to be paid in cash, commencing on June 13, 2023, and ending on the date three months thereafter and each successive three-month anniversary thereof on September 13, December 13, March 13, and June 13 of each year. We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 30 million during the three months ended June 30, 2024 an d $ 61 million during the six months ended June 30, 2024. Sabre FB’s obligations under the Senior Secured Term Loan Due 2028 are required to be guaranteed by certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”). The 2023 Term Loan Agreement requires that we maintain cash balances of at least $ 100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable Foreign Guarantors meet certain minimum levels. The 2023 Term Loan Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions. In addition, the 2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement. As of June 30, 2024, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement and the Pari Passu Loan Agreement. Senior Secured Notes On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $ 787 million of our 7.375 % senior secured notes due 2025 (the “September 2025 Notes”) and approximately $ 66 million of our 9.25 % senior secured notes due 2025 (the “April 2025 Notes”) were exchanged for a combination of cash and approximately $ 853 million aggregate principal amount of 8.625 % senior secured notes due 2027 (the “June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”). The June 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the Senior Secured Credit Facilities and the Secured Term Loan Due 2028. The June 2027 Notes bear interest at a rate of 8.625 % per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2024. The June 2027 Notes mature on June 1, 2027. Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of the April 2025 Notes and the September 2025 Notes that were exchanged. We incurred additional fees of approximately $ 133 million, primarily consisting of approximately $ 115 million in exchange fees, $ 15 million in underwriting and associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand. We determined that the September 2023 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2023 of $ 121 million, consisting of $ 115 million in exchange fees related to the June 2027 Notes and $ 6 million related to the write-off of unamortized debt issuance costs on the April 2025 Notes and the September 2025 Notes. 12 On March 7, 2024, Sabre GLBL exchanged approximately $ 36 million of our September 2025 Notes and approximately $ 7 million of our April 2025 Notes for approximately $ 50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Exchange Transaction"). No additional indebtedness was incurred as a result of the transaction, other than amounts covering exchange fees of approximately $ 7 million. Other than the issuance date and issue price, these additional June 2027 notes have the same terms, form a single series with, and are fungible with the June 2027 Notes described above. We incurred additional fees of approximately $ 1 million, which were funded with cash on hand. We determined that the March 2024 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the six months ended June 30, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes. Securitization Facility On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (as amended from time to time the “Securitization Facility”) of up to $ 200 million with PNC Bank, N.A. On March 29, 2024, Sabre Securitization increased the overall size of its existing Securitization Facility from $ 200 million to $ 235 million by issuing a $ 120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $ 115 million (such tranche, the "AR Facility"). In connection with the issuance of the FILO Facility, the maturity date of the Securitization Facility was extended to March 29, 2027 and the springing maturity date thereunder was terminated. The FILO Facility provides the ability to prepay or repay at certain redemption premiums as set forth in the agreement. The net proceeds received from the FILO Facility of $ 117 million, net of $ 3 million in fees paid to creditors, will be used for general corporate purposes. We incurred additional fees of $ 4 million, which were funded with cash on hand. The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves. As of June 30, 2024 , we had $ 214 million outstanding under the Securitization Facility, consisting of $ 94 million under the AR Facility and $ 120 million outstanding under the FILO Facility. The FILO Facility bears interest at SOFR plus a drawn fee of 8.00 % per annum. Interest and fees payable by Sabre Securitization under the FILO Facility are due monthly. Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0 % floor, plus a drawn fee, initially in the amount of 2.25 %, plus a 0.10 % SOFR adjustment. In connection with the issuance of the FILO Facility, the initial drawn fee was increased from 2.25 % to 4.00 %. The drawn fee varies based on our leverage ratio, and Sabre Securitization also pays a fee on the undrawn committed amount of the AR Facility. Interest and fees payable by Sabre Securitization under the AR Facility are due monthly. Net debt issuance costs related to our AR Facility are $ 1 million for the six months ended June 30, 2024 and $ 2 million for the year ended December 31, 2023, which are recorded in other assets, net in our consolidated financial statements. In connection with the Securitization Facility, certain of our subsidiaries (the “Originators”) have sold and contributed, and will continue to sell or contribute, substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to Sabre Securitization to be held as collateral for borrowings under the Securitization Facility. Sabre Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates. Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility. As of June 30, 2024 , $ 368 million of Receivables are held as assets by Sabre Securitization, consisting of $ 358 million of accounts receivable and $ 10 million of other as sets, net in our conso lidated balance sheet. The Securitization Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets; as a result, (i) Receivables balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our consolidated balance sheets, (ii) our consolidated statements of operations reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged Receivables and interest expense associated with the Securitization Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments u nder the Securitization Facility are reflected as financing cash flows within our consolidated statements of cash flows. The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than Sabre Securitization. The Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. As of June 30, 2024 , we were in compliance with and expect to be in compliance with the financial covenants of the Securitization  Facility for at least the next twelve months. Exchangeable Notes On April 17, 2020, Sabre GLBL entered into a debt agreement (the "2025 Exchangeable Notes Indenture") consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “ 2025 Exchangeable Notes”). The 2025 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears 13 and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the 2025 Exchangeable Notes Indenture. As of June 30, 2024 , we have $ 183 million aggregate principal amount of 2025 Exchangeable Notes outstanding. Under the terms of the 2025 Exchangeable Notes Indenture , the notes are exchangeable into common stock of Sabre Corporation (referred to as “ our common stock” herein) at the following times or circumstances: • during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the “ Measurement Period”) if the trading price per $1,000 principal amount of 2025 Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the 2025 Exchangeable Notes Indenture , for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture ); • upon the occurrence of specified corporate events; or • on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2025 Exchangeable Notes Indenture), the holders of the 2025 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2025 Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the 2025 Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. As of June 30, 2024, none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met. The 2025 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 126.9499 shares of common stock per $1,000 principal amount of the 2025 Exchangeable Notes, which is equivalent to an initial exchange price of approximately $ 7.88 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture) occurs with respect to any 2025 Exchangeable Note and the exchange date for the exchange of such 2025 Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2025 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2025 Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the 2025 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the 2025 Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes. On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of its outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32 % senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $ 30 million of cash. We incurred additional fees of approximately $ 5 million in associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand. We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $ 31 million. We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged. The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture" and together with the 2025 Exchangeable Notes Indenture, the "Exchangeable Indentures" ). As of June 30, 2024 , we have $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding. Under the terms of the 2026 Exchangeable Notes Indenture , the 2026 Exchangeable Notes are exchangeable into our common stock under substantively the same circumstances as those set forth in the 2025 Exchangeable Notes other than : • during any calendar quarter commencing after the calendar quarter ended June 30, 2024, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; and • on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026. 14 As of June 30, 2024, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met. The 2026 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon exchange, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. “Make-Whole Fundamental Change” provisions in the 2026 Exchangeable Notes Indenture are substantially similar to those described above for the 2025 Exchangeable Notes Indenture. Debt issuance costs are amortized over the contractual life of the Exchangeable Notes through interest expense, within our results of operations. The effective interest rates at June 30, 2024 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively. The effective interest rate at June 30, 2023 was 4.78 % for the 2025 Exchangeable Notes. The following table sets forth the carrying value of the Exchangeable Notes as of June 30, 2024 and December 31, 2023 (in thousands): June 30, 2024 December 31, 2023 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes Principal $ 183,220 $ 150,000 $ 333,220 $ — Less: Unamortized debt issuance costs 1,110 4,264 3,256 — Net carrying value $ 182,110 $ 145,736 $ 329,964 $ — The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and six months ended June 30, 2024 and 2023 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes Contractual interest expense $ 1,832 $ 2,745 $ 3,332 $ — $ 4,964 $ 3,111 $ 6,664 $ — Amortization of issuance costs 342 461 593 — 920 522 1,179 — 8. Derivatives Hedging Objectives —We are exposed to certain risks relating to ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate interest rate swaps as cash flow hedges of floating-rate borrowings. Cash Flow Hedging Strategy —We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. As of June 30, 2024, we did not have any hedge components excluded from the assessment of effectiveness. Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statements of operations. 15 Interest Rate Swap Contracts — Interest rate swaps outstanding during the six months ended June 30, 2024 and 2023, are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 200 million 1 month SOFR (1) 3.09 % (2) April 30, 2022 December 31, 2023 $ 150 million 1 month SOFR (1) 3.98 % (3) June 30, 2022 December 31, 2023 $ 250 million 1 month SOFR (1) 4.72 % June 30, 2023 June 30, 2026 $ 250 million 1 month SOFR (1) 3.88 % December 31, 2023 December 31, 2024 $ 250 million 1 month SOFR (1) 4.37 % January 16, 2024 January 31, 2026 ______________________ (1) Subject to a 0.5 % floor. (2) Fixed fee of 1.71 % effective April 30, 2022, and expiring December 30, 2022, and 3.09 % effective December 31, 2022, and expiring December 31, 2023. (3) Fixed fee of 2.79 % effective June 30, 2022, and expiring December 30, 2022, and 3.98 % effective December 31, 2022, and expiring December 31, 2023. In April 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 200 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023. In June 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 150 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023. In February 2023, we entered into a forward-starting interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-1 for the year ended 2024. In June 2023, we entered into an interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-2 for the periods through June 2026. In January 2024, we entered into an interest rate swap to hedge interest payments associated with $ 250 million of the floating rate 2022 Term Loan B-1 related to the years 2024 and 2025. We designated these swaps as cash flow hedges. For the three and six months ended June 30, 2024, we recognized a cash flow impact of $ 2 million and $ 4 million, respectively, related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows. As of June 30, 2024, we estimate that $ 4 million in gains will be reclassified from other comprehensive (loss) income to earnings over the next 12 months. 16 The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2024 and December 31, 2023 are as follows (in thousands): Derivative Assets Fair Value as of Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2024 December 31, 2023 Interest rate swaps Prepaid expenses and other current assets $ 4,269 $ 2,413 Interest rate swaps Other noncurrent liabilities ( 1,645 ) ( 4,129 ) Total $ 2,624 $ ( 1,716 ) The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2024 and 2023 are as follows (in thousands): Amount of Gains Recognized in OCI on Derivative, Effective Portion Derivatives in Cash Flow Hedging Relationships Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest rate swaps $ 2,586 $ 1,181 $ 9,333 $ 885 Total $ 2,586 $ 1,181 $ 9,333 $ 885 Amount of Gains Reclassified from Accumulated OCI into Income, Effective Portion Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Interest rate swaps Interest expense, net $ ( 2,088 ) $ ( 1,427 ) $ ( 4,045 ) $ ( 2,416 ) Total $ ( 2,088 ) $ ( 1,427 ) $ ( 4,045 ) $ ( 2,416 ) 9. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Interest Rate Swaps —The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services. Money market funds —Our valuation technique used to measure the fair values of our money market funds was derived from quoted market prices and active markets for these instruments that exist. Time deposits —Our valuation technique used to measure the fair values of our time deposit instruments was derived from the following: non-binding market consensus prices that were corroborated by observable market data and quoted market prices for similar instruments. 17 Investment in securities— In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $ 0.0001 per share, of Global Business Travel Group, Inc. (“GBT”) for an aggregate purchase price of $ 80 million, which is included in prepaid expenses and other current assets in our consolidated balance sheets. As of June 30, 2024, we continued to own these 8 million shares. The terms of these shares do not contain any restrictions that would impact our ability to sell the shares in the future. The fair value of our investment in GBT is based on its share price, a Level 1 input, as the stock is publicly traded on the New York Stock Exchange under the symbol GBTG. The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023 (in thousands): Fair Value at Reporting Date Using Assets: June 30, 2024 Level 1 Level 2 Level 3 Derivatives (1) Interest rate swap contracts $ 4,269 $ — $ 4,269 $ — Investment in securities 53,236 53,236 — — Money market funds 323,405 323,405 — — Time deposits 78,059 — 78,059 — Total assets $ 458,969 $ 376,641 $ 82,328 $ — Liabilities: Derivatives (1) Interest rate swap contracts $ ( 1,645 ) $ — $ ( 1,645 ) $ — Total liabilities $ ( 1,645 ) $ — $ ( 1,645 ) $ — Fair Value at Reporting Date Using Assets: December 31, 2023 Level 1 Level 2 Level 3 Derivatives (1) Interest rate swap contracts $ 2,413 $ — $ 2,413 $ — Investment in securities 51,970 51,970 — — Money market funds 261,551 261,551 — — Time deposits 177,608 — 177,608 — Total assets $ 493,542 $ 313,521 $ 180,021 $ — Liabilities: Derivatives (1) Interest rate swap contracts $ ( 4,129 ) $ — $ ( 4,129 ) $ — Total liabilities $ ( 4,129 ) $ — $ ( 4,129 ) $ — ______________________ (1) See Note 8. Derivatives for further detail. There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 2024. Unrealized gains recognized during the three and six months ended June 30, 2024 from our investments in securities totaled $ 5 million and $ 1 million, respectively, and $ 5 million and $ 4 million during the three and six months ended June 30, 2023, respectively, which is recorded to Other, net within our results of operations. Other Financial Instruments The carrying value of our financial instruments including cash and cash equivalents, restricted cash and accounts receivable approximates their fair values due to the short term nature of these instruments. The fair values of our 2025 Exchangeable Notes and 2026 Exchangeable Notes, senior secured notes due 2025 and 2027 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The fair value of the Senior Secured Term Loan Due 2028 and FILO Facility were determined using a valuation model that includes certain assumptions and Level 3 inputs. The outstanding principal balances of our AR Facility and FILO Facility approximated their fair value as of June 30, 2024. 18 The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2024 and December 31, 2023 (in thousands): As of June 30, 2024 As of December 31, 2023 Financial Instrument Fair Value Carrying Value (1) Fair Value Carrying Value (1) 2021 Term Loan B-1 $ 353,182 $ 391,302 $ 344,973 $ 391,366 2021 Term Loan B-2 554,271 610,931 540,069 610,545 2022 Term Loan B-1 549,891 598,929 535,559 598,419 2022 Term Loan B-2 591,669 621,351 576,343 618,888 Senior Secured Term Loan Due 2028 814,731 795,358 726,582 732,901 9.25 % senior secured notes due 2025 30,884 31,547 38,291 38,895 7.375 % senior secured notes due 2025 25,824 26,796 60,496 63,019 4.00 % senior exchangeable notes due 2025 176,414 183,220 326,841 333,220 7.32 % senior exchangeable notes due 2026 138,938 150,000 — — 8.625 % senior secured notes due 2027 834,908 903,077 776,598 852,987 11.25 % senior secured notes due 2027 539,785 547,265 545,024 546,384 ______________________ (1) Excludes net unamortized debt issuance costs. Assets that are Measured at Fair Value on a Nonrecurring Basis We assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did no t record any goodwill impairment charges for the three and six months ended June 30, 2024. 10. Accumulated Other Comprehensive Loss As of June 30, 2024 and December 31, 2023, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands): June 30, 2024 December 31, 2023 Defined benefit pension and other postretirement benefit plans $ ( 77,366 ) $ ( 78,056 ) Unrealized foreign currency translation gain 8,611 9,147 Unrealized gain on interest rate swaps 2,419 ( 2,869 ) Share of other comprehensive loss of equity method investments ( 2,549 ) ( 2,144 ) Total accumulated other comprehensive loss, net of tax $ ( 68,885 ) $ ( 73,922 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations. As of June 30, 2024, we have contributed $ 4 million to our defined benefit pension plan in 2024. Based on current assumptions, we expect to make contributions of up to an aggregate amount of $ 13 million in 2024 to our defined benefit pension plan. See Note 8. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. 11. Stock and Stockholders' Equity Preferred Stock On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50 % Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”), which generated net proceeds of approximately $ 323 million for use as general corporate purposes. During the year ended December 31, 2021, a certain holder elected to convert 50,000 shares of preferred stock to 595,240 shares of common stock, leaving 3,290,000 shares outstanding. On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock at a rate of 14.2857 of common stock per share of Preferred Stock. The number of shares issued at conversion was approximately 47 million shares. The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50 % of the liquidation preference of $ 100 per share (equivalent to $ 6.50 annually per share) payable in cash or, subject to certain limitations, by delivery of shares of our common stock or any combination of cash and shares of our common stock, at our election; provided, however, that any undeclared and unpaid dividends would have continued to accumulate. 19 We accrued $ 5 million and $ 11 million of preferred stock dividends in our consolidated results of operations for the three and six months ended June 30, 2023, respectively. During the three and six months ended June 30, 2023, we paid cash dividends on our preferred stock of $ 5 million and $ 11 million, respectively. Share Repurchase Program In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. During the six months ended June 30, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19. As of June 30, 2024, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases. Exchangeable Notes On April 17, 2020, we issued $ 345 million aggregate principal amount of 2025 Exchangeable Notes. On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of our outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of the 2026 Exchangeable Notes and approximately $ 30 million of cash. Under the terms of the Exchangeable Indentures, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election. As of June 30, 2024, we have $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively. See Note 7. Debt for further details. Until the notes mature, we expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock. 12. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Loss from continuing operations $ ( 69,485 ) $ ( 123,999 ) $ ( 140,590 ) $ ( 223,365 ) Less: Net income (loss) attributable to noncontrolling interests 275 ( 66 ) 653 ( 901 ) Less: Preferred stock dividends — 5,347 — 10,693 Net loss from continuing operations available to common stockholders, diluted $ ( 69,760 ) $ ( 129,280 ) $ ( 141,243 ) $ ( 233,157 ) Denominator: Basic weighted-average common shares outstanding 383,506 332,147 381,640 330,547 Diluted weighted-average common shares outstanding 383,506 332,147 381,640 330,547 Loss per share from continuing operations: Basic $ ( 0.18 ) $ ( 0.39 ) $ ( 0.37 ) $ ( 0.71 ) Diluted $ ( 0.18 ) $ ( 0.39 ) $ ( 0.37 ) $ ( 0.71 ) Basic earnings per share is computed by dividing net loss from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net loss from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-average common shares outstanding calculation excludes 1 million and 3 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2024, and 1 million and 2 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2023, as their effect would be anti-dilutive given the net loss incurred in the period. The calculation of diluted weighted-average shares excludes the impact of 4 million and 3 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2024, respectively, and 9 million and 6 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2023, respectively. We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share. Under the if-converted method, the 2025 Exchangeable Notes are assumed to be converted at the beginning of the period, the 2026 Exchangeable Notes are assumed to be converted at the issuance date of March 19, 2024, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximate ly 57 million and 42 million re sulting common shares related to the Exchangeable Notes for the three and six months ended June 30, 2024 and 2023, respectively, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period. 20 Likewise, the potential dilutive effect of our Preferred Stock outstanding during the six months ended June 30, 2023 was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and preferred stock dividends are added back to the numerator, only in the periods in which such effect is dilutive. Approximately 47 million common shares related to the Preferred Stock for the six months ended June 30, 2023, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period. On September 1, 2023, each outstanding share of Preferred Stock was automatically converted into approximately 47 million shares of our common stock. See Note 11. Stock and Stockholders' Equity for further details. 13. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The amount of the accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Antitrust Litigation and Investigations US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages. We subsequently filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. In September 2019, the Second Circuit issued its Order and Opinion in which it vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial. The retrial began in April 2022. In May 2022, the jury rejected US Airways’ claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were not anticompetitive, and found in favor of US Airways with respect to its monopolization claim for the period from 2007 to 2012 under Section 2 of the Sherman Act. The jury, however, only awarded US Airways $ 1.00 in single damages. Based on the jury’s verdict, in June 2022 the court entered final judgment in favor of US Airways in the amount of $ 3.00 , which is three times the jury’s award of $ 1.00 as required by the Sherman Act. We have paid US Airways $ 3.05 to satisfy this portion of the judgment. Neither party has filed an appeal, and the period to file a timely appeal has passed. In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitles US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act. The court referred the issue of the attorneys' fees and costs to a magistrate judge. The magistrate issued a recommendation, which the court has adopted in full, that US Airways is entitled to a reasonable attorneys' fees award, but that the award is subject to a reduction to reflect their nominal recovery. In June 2023, US Airways filed a motion seeking approximately $ 139 million in attorneys' fees and costs, an amount that we strongly dispute. On February 6, 2024, the court issued an order denying US Airways' motion for attorneys' fees and costs without prejudice to renewal. The court further ordered that US Airways may refile its motion when and if settlement negotiations break down and after US Airways files a letter advising the court of its intent to renew the motion. During the quarter ended September 30, 2022, we accrued an estimated loss of $ 15 million in selling, general and administrative expenses for these attorneys' fees and costs, which did not have a significant effect on our results of operations for 2022; this amount is within our estimated range of outcomes based on our review of US Airways’ motion. The ultimate amount that we may be required to pay to US Airways may be greater or less than the amount recorded and, if greater, could adversely affect our results of operations. We have incurred and will incur significant fees, costs and expenses as long as the lawsuit continues. Indian Income Tax Litigation We were a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999. The DIT later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue tax assessments on a similar basis for subsequent years; however, the tax assessments for assessment years ending March 2007 and later are not material. We appealed the tax assessments for 21 assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). In 2009, the ITAT ruled in our favor, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our favor in 2010. The DIT appealed the decision to the Supreme Court of India which upheld the Delhi High Court ruling on April 19, 2023. This matter is now closed for all assessment periods up to and including March 2006. We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 with the ITAT, and on February 9, 2024 the ITAT ruled in our favor on these items. In addition, we have appealed assessment years ended March 2021 and March 2022 with the ITAT; no trial date has been set for these items. In addition, Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in similar income tax litigation brought by the DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court; the High Court dismissed the case for assessment years ending March 2001 through March 2004. The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2016 and March 2018 through March 2021. Appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 are pending before the ITAT or the High Court, depending on the year. If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 25 million as of June 30, 2024. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) (“DGST”), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we determine it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of June 30, 2024, we have accrued $ 13 million associated with these other tax matters in selling, general and administrative expense. We will continue to monitor and update this estimate as additional information becomes available. We may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations. 22 14. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our President and CEO, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. We operate our business and present our results through two business segments, (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers. Our CODM utilizes Segment Adjusted Operating Income as the measure of profitability to evaluate performance of our segments and allocate resources. Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment. Certain costs associated with our technology organization are allocated to the segments based on the segments' usage of resources. Benefit expenses, facility and lease costs and associated depreciation expense are allo cated to the segments based on headcount. Our allocation methodology is periodically evaluated. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. Such amounts are detailed in the reconciliation below. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our GDS, which are eliminated in consolidation. Segment information for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Revenue Travel Solutions Revenue from external customers $ 684,003 $ 660,858 $ 1,388,070 $ 1,329,741 Intersegment revenue 11,047 9,903 20,613 18,461 Total Travel Solutions revenue 695,050 670,761 1,408,683 1,348,202 Hospitality Solutions 83,238 76,671 162,057 150,483 Total segment revenue 778,288 747,432 1,570,740 1,498,685 Eliminations ( 11,047 ) ( 9,903 ) ( 20,613 ) ( 18,461 ) Total revenue $ 767,241 $ 737,529 $ 1,550,127 $ 1,480,224 Segment adjusted operating income (a) Travel Solutions $ 163,644 $ 116,368 $ 333,426 $ 206,470 Hospitality Solutions 5,345 ( 2,037 ) 7,818 ( 10,531 ) Total segment adjusted operating income $ 168,989 $ 114,331 $ 341,244 $ 195,939 Depreciation and amortization Travel Solutions $ 16,672 $ 20,273 $ 35,199 $ 44,879 Hospitality Solutions 4,824 6,344 10,624 12,028 Total segments 21,496 26,617 45,823 56,907 Corporate 9,829 10,271 19,661 20,300 Total $ 31,325 $ 36,888 $ 65,484 $ 77,207 Capital Expenditures Travel Solutions $ 18,388 $ 18,700 $ 31,013 $ 31,752 Hospitality Solutions 1,309 2,225 2,244 4,153 Total segments 19,697 20,925 33,257 35,905 Corporate 421 9,155 14,537 12,285 Total $ 20,118 $ 30,080 $ 47,794 $ 48,190 ______________________ (a) The following table sets forth the reconciliation of Total Segment Adjusted Operating Income to Loss from continuing operations before income taxes in our consolidated statements of operations (in thousands): 23 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Total segment adjusted operating income $ 168,989 $ 114,331 $ 341,244 $ 195,939 Unallocated amounts and adjustments: Corporate expenses ( 62,000 ) ( 68,236 ) ( 116,486 ) ( 122,168 ) Acquisition-related amortization (1) ( 9,620 ) ( 9,934 ) ( 19,242 ) ( 19,867 ) Restructuring and other costs (2) ( 15,492 ) ( 59,372 ) ( 10,439 ) ( 59,053 ) Acquisition-related costs (3) ( 613 ) ( 541 ) ( 863 ) ( 1,388 ) Litigation costs, net (4) ( 1,579 ) ( 9,234 ) ( 1,579 ) ( 9,234 ) Indirect tax matters (5) ( 6,131 ) — ( 6,131 ) — Stock-based compensation ( 12,230 ) ( 8,738 ) ( 26,135 ) ( 25,743 ) Interest expense, net ( 129,294 ) ( 106,134 ) ( 254,041 ) ( 205,918 ) (Loss) gain on extinguishment of debt — 12,543 ( 37,994 ) 12,543 Other, net (6) 3,251 17,225 ( 1,226 ) 19,632 Loss from continuing operations before income taxes $ ( 64,719 ) $ ( 118,090 ) $ ( 132,892 ) $ ( 215,257 ) ______________________ (1) Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date. (2) Restructuring and other costs in 2024 primarily represents charges and adjustments to charges associated with our cost reduction plan we began implementing in the second quarter of 2023. See Note 4. Restructuring Activities to our consolidated financial statements. (3) Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities. (4) Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters. See Note 13. Contingencies. (5) Indirect tax matters represents charges associated with certain digital tax matters, including a charge recorded as a result of newly adopted legislation in Canada. (6) Other, net includes non-operating gains recognized in 2023 and the impacts of fair value adjustments of our GBT investment in all periods presented. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. 24