What changed in this filing

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Item 1. Financial Statements

2024-10-31 compared with 2024-08-01 · 147 added, 141 removed, 720 unchanged (29% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Selling, general and administrative 161,046 150,736 468,099 494,227

Operating income (loss) 60,855 ( 42,183 ) 158,940 ( 42,396 )

Operating income 70,127 52,201 229,067 9,805

Other expense:

Interest expense, net ( 127,669 ) ( 119,372 ) ( 381,710 ) ( 325,290 )

Gain (loss) on extinguishment of debt — 12,543 ( 37,994 ) 12,543

Loss on extinguishment of debt, net — ( 121,120 ) ( 37,994 ) ( 108,577 )

Equity method income 430 512 1,859 1,394

4 unchanged sentences

Loss from continuing operations ( 63,133 ) ( 207,789 ) ( 203,723 ) ( 431,154 )

Income (loss) from discontinued operations, net of tax — 2 — ( 401 )

Loss from discontinued operations, net of tax — ( 116 ) — ( 517 )

Net loss ( 63,133 ) ( 207,905 ) ( 203,723 ) ( 431,671 )

Net income (loss) attributable to noncontrolling interests 275 ( 66 ) 653 ( 901 )

Net (loss) income attributable to noncontrolling interests ( 315 ) 379 338 ( 522 )

Net loss attributable to Sabre Corporation ( 62,818 ) ( 208,284 ) ( 204,061 ) ( 431,149 )

14 unchanged sentences

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

3 unchanged sentences

Retirement-related benefit plans:

Net actuarial gain, net of taxes of nil in all periods ( 24 ) 90 ( 24 ) 90

Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 ) ( 1,074 ) ( 1,074 )

1 unchanged sentence

Net change in retirement-related benefit plans, net of tax 321 307 1,011 742

Unrealized losses, net of taxes of nil in all periods 2,586 1,181 9,333 885

Unrealized (losses) gains, net of taxes of nil in all periods ( 6,733 ) 3,703 2,600 4,588

Reclassification adjustment for realized gains, net of taxes of nil in all periods ( 2,133 ) ( 2,057 ) ( 6,178 ) ( 4,473 )

9 unchanged sentences

(In thousands)

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

Current assets

34 unchanged sentences

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

414,637 and 405,915 shares issued, 385,831 and 379,569 shares outstanding at September 30, 2024 and December 31, 2023, respectively

Additional paid-in capital 3,290,673 3,249,901

Treasury Stock, at cost, 28,742 and 26,346 shares at June 30, 2024 and December 31, 2023, respectively

Treasury Stock, at cost, 28,806 and 26,346 shares at September 30, 2024 and December 31, 2023, respectively

( 526,725 ) ( 520,124 )

8 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

3 unchanged sentences

Paid-in-kind interest 89,877 26,386

Loss (gain) on extinguishment of debt 37,994 ( 12,543 )

Stock-based compensation expense 40,776 38,837

Loss on extinguishment of debt, net 37,994 108,577

Amortization of upfront incentive consideration 25,744 26,300

1 unchanged sentence

Deferred income taxes ( 5,417 ) ( 2,402 )

(Gain) loss on investment fair value adjustment ( 3,234 ) 10,000

Provision for expected credit losses 2,801 7,421

Dividends received from equity method investments 1,833 1,514

Gain on investment fair value adjustment ( 1,200 ) ( 3,840 )

Other 631 ( 4,714 )

12 unchanged sentences

Additions to property and equipment ( 68,052 ) ( 68,610 )

Proceeds from sale of investment in securities 54,834 —

Other investing activities ( 300 ) —

5 unchanged sentences

Proceeds from borrowings under Securitization Facility 155,600 208,600

Debt prepayment fees and issuance costs ( 49,956 ) ( 23,007 )

Payments on borrowings under Securitization Facility ( 58,300 ) ( 78,600 )

Debt prepayment fees and issuance costs ( 50,020 ) ( 158,982 )

Net payment on the settlement of equity-based awards ( 6,605 ) ( 5,451 )

2 unchanged sentences

Other financing activities — 4,200

Cash provided by financing activities 54,124 70,360

Cash provided by (used in) financing activities 46,049 ( 72,518 )

Cash Flows from Discontinued Operations

Cash provided by operating activities — 80

Cash provided by discontinued operations — 80

Cash used in operating activities — ( 148 )

Cash used in discontinued operations — ( 148 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 176 ( 205 )

Decrease in cash, cash equivalents and restricted cash ( 35,592 ) ( 88,739 )

Increase (decrease) in cash, cash equivalents and restricted cash 20,557 ( 193,283 )

Cash, cash equivalents and restricted cash at beginning of period 669,244 815,923

Cash, cash equivalents and restricted cash at end of period $ 689,801 $ 622,640

Non-cash additions to property and equipment $ 1,066 $ 506

See Notes to Consolidated Financial Statements.

19 unchanged sentences

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 )

Comprehensive loss — — — — — — — ( 62,818 ) ( 4,448 ) 92 ( 67,174 )

Settlement of stock-based awards — — 232,390 2 — 63,959 ( 201 ) — — — ( 199 )

Stock-based compensation expense — — — — 14,641 — — — — — 14,641

Balance at September 30, 2024 — $ — 414,637,184 $ 4,146 $ 3,290,673 28,805,880 $ ( 526,725 ) $ ( 4,252,454 ) $ ( 73,333 ) $ 14,366 $ ( 1,543,327 )

Stockholders’ Deficit

19 unchanged sentences

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 )

Comprehensive loss — — — — — — — ( 208,284 ) ( 1,180 ) 654 ( 208,810 )

Preferred stock dividends (1)

— — — — — — — ( 3,564 ) — — ( 3,564 )

Conversion of preferred stock to common stock ( 3,290,000 ) ( 33 ) 46,999,367 470 ( 437 ) — — — — — —

Settlement of stock-based awards — — 218,153 2 380 56,251 ( 276 ) — — — 106

Stock-based compensation expense — — — — 13,094 — — — — — 13,094

Other — — — — 174 — — — — — 174

Balance at September 30, 2023 — $ — 405,781,012 $ 4,058 $ 3,237,529 26,322,864 $ ( 520,041 ) $ ( 3,951,934 ) $ ( 64,487 ) $ 12,219 $ ( 1,282,656 )

(1) Our mandatory convertible preferred stock accumulated cumulative dividends at an annual rate of 6.50 %.

13 unchanged sentences

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.

Operating results for the three and nine months ended September 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.

10 unchanged sentences

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.

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.

In November 2023, the Financial Accounting Standards Board ("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.

12 unchanged sentences

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

The following table presents our assets and liabilities with customers as of September 30, 2024 and December 31, 2023 (in thousands).

Account Consolidated Balance Sheet Location September 30, 2024 December 31, 2023

Contract assets and customer advances and discounts (1)

4 unchanged sentences

______________________

(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.

(1) Includes contract assets of $ 8 million and $ 11 million for September 30, 2024 and December 31, 2023, respectively.

During the nine months ended September 30, 2024, we recognized revenue of approximately $ 52 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.

2 unchanged sentences

The following table presents our revenues disaggregated by business (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

9 unchanged sentences

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.

For the nine months ended September 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 September 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.

4 unchanged sentences

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

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,

As of September 30, 2024 and 2023, the redeemable noncontrolling interest was $ 13 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 September 30, 2024 and 2023 (in thousands):

Nine Months Ended September 30,

Redeemable noncontrolling interest, beginning of period $ 14,375 $ —

8 unchanged sentences

These restructuring costs are comprised of $ 75 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.

During the nine months ended September 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.

1 unchanged sentence

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

Nine Months Ended

September 30, 2024

Balance as of December 31, 2023 $ 17,288

2 unchanged sentences

Non-Cash Adjustments ( 9,765 )

Balance as of June 30, 2024 $ 19,532

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.

Balance as of September 30, 2024 $ 15,044

For the nine months ended September 30, 2024, we recognized $ 15 million of income tax expense, representing an effective tax rate of less than 1 %, compared to an income tax expense of $ 17 million, also representing an effective tax rate of less than 1 % for the nine months ended September 30, 2023.

The effective tax rate decreased for the nine months ended September 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 nine month periods.

The difference between our effective tax rates and the U.S.

5 unchanged sentences

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.

We have determined that a portion of the deferred tax assets related to certain federal, state, and foreign net operating losses, interest limitation and other assets are not more likely than not to be realized and have recorded a valuation allowance against such assets.

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.

2 unchanged sentences

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.

Credit Losses

8 unchanged sentences

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

Our allowance for credit losses for the nine months ended September 30, 2024 for our portfolio segment is summarized as follows (in thousands):

Nine Months Ended

September 30, 2024

Balance at December 31, 2023 $ 34,343

1 unchanged sentence

Write-offs ( 8,671 )

Other ( 136 )

Balance at June 30, 2024 $ 32,919

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

Balance at September 30, 2024 $ 28,425

As of September 30, 2024 and December 31, 2023, our outstanding debt included in our consolidated balance sheets totaled $ 5,035 million and $ 4,834 million, respectively, which are net of debt issuance costs of $ 60 million and $ 63 million, respectively, and unamortized discounts of $ 59 million and $ 65 million, respectively.

The following table sets forth the face values of our outstanding debt as of September 30, 2024 and December 31, 2023 (in thousands):

Rate Maturity September 30, 2024 December 31, 2023

Senior secured credit facilities:

35 unchanged sentences

(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.

We had outstanding letters of credit totaling $ 9 million and $ 12 million as of September 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, 7.375 % Senior Secured Notes due 2025 and the current portions of the 2021 Term Loan B-1 and 2022 Term Loan B-1, is 5.13 % as of September 30, 2024.

Senior Secured Credit Facilities

2 unchanged sentences

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 SOFR Amendment provides for the replacement of the London Interbank Offering Rate ("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.

2 unchanged sentences

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.

As of September 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

7 unchanged sentences

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.

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the nine months ended September 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:

4 unchanged sentences

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 %.

As of September 30, 2024, the Reference Rate was 13.07 %.

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.

1 unchanged sentence

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.

We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 29 million during the three months ended September 30, 2024 an d $ 90 million during the nine months ended September 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”).

2 unchanged sentences

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.

As of September 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

10 unchanged sentences

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.

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 nine months ended September 30, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes.

Securitization Facility

6 unchanged sentences

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.

As of September 30, 2024 , we had $ 207 million outstanding under the Securitization Facility, consisting of $ 87 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.

2 unchanged sentences

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.

The drawn fee, which was 3.75 % as of September 30, 2024, varies based on our leverage ratio .

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.

Net debt issuance costs related to our AR Facility are $ 1 million for the nine months ended September 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.

1 unchanged sentence

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.

As of September 30, 2024 , $ 378 million of Receivables are held as assets by Sabre Securitization, consisting of $ 369 million of accounts receivable and $ 9 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;

2 unchanged sentences

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.

As of September 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

2 unchanged sentences

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.

As of September 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:

4 unchanged sentences

• 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.

W e plan to use the "default settlement method", which is to settle up to the principal amount of any exchange of 2025 Exchangeable Notes with cash, and any excess value with shares of our common stock.

Any settlement requests received during this 6-month period between October 15, 2024 and the maturity date of April 15, 2025 would be settled upon maturity on 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.

As of September 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.

8 unchanged sentences

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.

As of September 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 :

1 unchanged sentence

• 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.

As of June 30, 2024, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met.

As of September 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.

3 unchanged sentences

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

The effective interest rates at September 30, 2024 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively.

The effective interest rate at September 30, 2023 was 4.78 % for the 2025 Exchangeable Notes.

The following table sets forth the carrying value of the Exchangeable Notes as of September 30, 2024 and December 31, 2023 (in thousands):

September 30, 2024 December 31, 2023

2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

2 unchanged sentences

Net carrying value $ 182,456 $ 146,208 $ 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,

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and nine months ended September 30, 2024 and 2023 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

10 unchanged sentences

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.

As of September 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.

Interest Rate Swap Contracts — Interest rate swaps outstanding during the six months ended June 30, 2024 and 2023, are as follows:

Interest Rate Swap Contracts — Interest rate swaps outstanding during the nine months ended September 30, 2024 and 2023, are as follows:

Notional Amount Interest Rate

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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.

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):

For the three and nine months ended September 30, 2024, we recognized a cash flow benefit of $ 2 million and $ 6 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 September 30, 2024, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

The estimated fair values of our derivatives designated as hedging instruments as of September 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

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2024 December 31, 2023

Interest rate swaps Prepaid expenses and other current assets

$ 538 $ 2,413

Interest rate swaps Other accrued liabilities ( 2,893 ) —

Interest rate swaps Other noncurrent liabilities $ ( 3,103 ) ( 4,129 )

Total $ ( 5,458 ) $ ( 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,

The effects of derivative instruments, net of taxes, on OCI for the three and nine months ended September 30, 2024 and 2023 are as follows (in thousands):

Amount of (Losses) Gains Recognized in OCI on Derivative,

Effective Portion

Derivatives in Cash Flow Hedging Relationships Three Months Ended June 30, Six Months Ended June 30,

Derivatives in Cash Flow Hedging Relationships Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

2 unchanged sentences

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,

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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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):

(“GBT”) for an aggregate purchase price of $ 80 million, which was included in prepaid expenses and other current assets in our consolidated balance sheets.

The terms of these shares did not contain any restrictions that would impact our ability to sell the shares in the future.

The fair value of our investment in GBT was 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.

In the third quarter of 2024, we sold all 8 million shares of our investment for $ 55 million and recognized a net gain of $ 2 million and $ 3 million for the three and nine months ended September 30, 2024, respectively.

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of September 30, 2024 and December 31, 2023 (in thousands):

Fair Value at Reporting Date Using

June 30, 2024 Level 1 Level 2 Level 3

September 30, 2024 Level 1 Level 2 Level 3

Derivatives (1)

21 unchanged sentences

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.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and nine months ended September 30, 2024.

Unrealized gains recognized during the three and nine months ended September 30, 2024 from our investments in securities were not material.

Unrealized losses recognized from our investments in securities during the three and nine months ended September 30, 2023, totaled $ 14 million and $ 10 million, respectively, which is recorded to Other, net within our results of operations.

Other Financial Instruments

1 unchanged sentence

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.

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

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 September 30, 2024.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of September 30, 2024 and December 31, 2023 (in thousands):

As of September 30, 2024

As of December 31, 2023

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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.

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

As of September 30, 2024 and December 31, 2023, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

September 30, 2024 December 31, 2023

Defined benefit pension and other postretirement benefit plans $ ( 77,045 ) $ ( 78,056 )

Unrealized foreign currency translation gain 12,600 9,147

Unrealized gain on interest rate swaps 2,419 ( 2,869 )

Unrealized loss on interest rate swaps ( 6,447 ) ( 2,869 )

Share of other comprehensive loss of equity method investments ( 2,441 ) ( 2,144 )

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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.

As of September 30, 2024, we have contributed $ 12 million to our defined benefit pension plan in 2024.

Based on current assumptions, we expect to make additional contributions of up to $ 1 million in 2024 to our defined benefit pension plan.

Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives.

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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;

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.

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.

We accrued $ 4 million and $ 14 million of preferred stock dividends in our consolidated results of operations for the three and nine months ended September 30, 2023, respectively.

During the three and nine months ended September 30, 2023, we paid cash dividends on our preferred stock of $ 5 million and $ 16 million, respectively.

Share Repurchase Program

1 unchanged sentence

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.

During the nine months ended September 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.

As of September 30, 2024, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

Exchangeable Notes

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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.

As of September 30, 2024, we have $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively.

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.

Until the 2026 Exchangeable Notes mature, we expect to settle the principal amount of the outstanding 2026 Exchangeable Notes in shares of our common stock.

Beginning on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Exchangeable Notes , April 15, 2025, w e plan to use the "default settlement method" to settle the 2025 Exchangeable Notes, which is to settle up to the principal amount of any exchange of 2025 Exchangeable Notes with cash, and any excess value with shares of our common stock.

Any settlement requests received during this 6-month period between October 15, 2024 and the maturity date of April 15, 2025 would be settled upon maturity of the 2025 Exchangeable Notes on April 15, 2025.

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,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

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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.

The diluted weighted-average common shares outstanding calculation excludes 3 million and 2 million of dilutive stock options and restricted stock awards for the three and nine months ended September 30, 2024, and 6 million and 3 million of dilutive stock options and restricted stock awards for the three and nine months ended September 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 1 million and 3 million of anti-dilutive common stock equivalents for the three and nine months ended September 30, 2024, respectively, and 4 million and 5 million of anti-dilutive common stock equivalents for the three and nine months ended September 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.

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.

The approximate ly 57 million and 42 million re sulting common shares related to the Exchangeable Notes for the three and nine months ended September 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.

On September 1, 2023, each outstanding share of Preferred Stock was automatically converted into approximately 47 million shares of our common stock.

26 unchanged sentences

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.

In June 2023, US Airways filed a motion seeking approximately $ 139 million in attorneys' fees and costs.

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.

The court further ordered that US Airways may refile its motion when and if settlement negotiations broke down and after US Airways filed a letter advising the court of its intent to renew the motion.

On October 7, 2024, US Airways renewed its motion with the court seeking approximately $ 139 million in attorneys' fees and costs.

We strongly dispute the amount of US Airways’ claim.

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;

7 unchanged sentences

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

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.

We appealed the tax assessments for assessment years ending March 1998 through March 2006 and those years are now closed, in our favor.

In addition, we have appealed assessment years ended March 2021 and March 2022 with the ITAT;

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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.

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 $ 26 million as of September 30, 2024.

We intend to continue to aggressively defend against each of the foregoing claims.

15 unchanged sentences

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.

As of September 30, 2024, we have accrued $ 14 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.

16 unchanged sentences

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,

Segment information for the three and nine months ended September 30, 2024 and 2023 is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

25 unchanged sentences

(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):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

14 unchanged sentences

Interest expense, net ( 127,669 ) ( 119,372 ) ( 381,710 ) ( 325,290 )

(Loss) gain on extinguishment of debt — 12,543 ( 37,994 ) 12,543

Loss on extinguishment of debt, net — ( 121,120 ) ( 37,994 ) ( 108,577 )

Other, net (6)

6 unchanged sentences

(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.

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.

(4) Litigation costs, net represent charges associated with antitrust litigation.

Non-income tax litigation matters have been reclassified to the Indirect tax matters line for all periods presented.

(5) Indirect tax matters represents charges associated with certain digital tax matters related to historical periods and certain foreign non-income tax litigation matters.

Contingencies, to our consolidated financial statements.

(6) Other, net includes non-operating gains recognized in 2023 and the impacts of realized and unrealized gains and losses from our investments in securities 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.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements