What changed in this filing

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Item 2. Management’s Discussion and Analysis

2024-10-31 compared with 2024-08-01 · 152 added, 141 removed, 576 unchanged (34% of the section changed)

19 unchanged sentences

The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth.

We have experienced continued material headwinds within our consolidated financial results for 2023 and through the second quarter of 2024.

We have experienced continued material headwinds within our consolidated financial results for 2023 and through the third quarter of 2024.

Recent industry air distribution volume growth has leveled off, which may continue into the future and could impact our rate of growth.

5 unchanged sentences

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.

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months;

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the payment of approximately $242 million of principal due at maturity under current debt facilities;

however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

28 unchanged sentences

Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 13 years as of June 30, 2024 for trademarks and brand names.

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, digital services taxes ("DST"), other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Intersegment Transactions

11 unchanged sentences

The following table sets forth these key metrics for the periods indicated (in thousands):

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

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

2024 2023 % Change 2024 2023 % Change

9 unchanged sentences

We define Adjusted Operating Income as operating income (loss) adjusted for equity method income, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, indirect tax matters and stock-based compensation.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for (income) loss from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, preferred stock dividends, acquisition-related amortization, restructuring and other costs, (gain) loss on extinguishment of debt, other, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for (income) loss from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, preferred stock dividends, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, restructuring and other costs,

interest expense, net, other, net, (gain) loss on extinguishment of debt, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation and the remaining provision for income taxes.

interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation and the remaining provision for income taxes.

We define Free Cash Flow as cash used in operating activities less cash used in additions to property and equipment.

17 unchanged sentences

• other companies, including companies in our industry, may calculate Adjusted Operating Income, Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.

The following table sets forth the reconciliation of Net loss attributable to common stockholders to Adjusted Net Loss from continuing operations, Operating Income (Loss) to Adjusted Operating Income, and Loss from continuing operations to Adjusted EBITDA (in thousands):

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

The following table sets forth the reconciliation of Net loss attributable to common stockholders to Adjusted Net Loss from continuing operations, Operating Income to Adjusted Operating Income, and Loss from continuing operations to Adjusted EBITDA (in thousands):

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

2024 2023 2024 2023

Net loss attributable to common stockholders $ (62,818) $ (211,848) $ (204,061) $ (445,406)

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

Net income (loss) attributable to noncontrolling interests (1)

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

Net (loss) income attributable to noncontrolling interests (1)

(315) 379 338 (522)

5 unchanged sentences

(648) 3,909 9,791 62,962

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

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

Other, net (3)

12 unchanged sentences

Diluted weighted-average common shares outstanding 385,729 345,128 383,013 335,460

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

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

Equity method income 430 512 1,859 1,394

23 unchanged sentences

(879) 11,548 347 (8,084)

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

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

Acquisition-related costs (5)

8 unchanged sentences

The following tables set forth the reconciliation of Adjusted Operating Income (Loss) to Operating income (loss) in our statement of operations and Adjusted EBITDA to Loss from continuing operations in our statement of operations by business segment (in thousands):

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Travel Solutions Hospitality Solutions Corporate Total

6 unchanged sentences

Acquisition-related costs (5)

Litigation costs, net (6)

— — 1,713 1,713

Litigation costs, net (6)

Indirect tax matters (7)

12 unchanged sentences

Acquisition-related costs (5)

Litigation costs, net (6)

— — 1,713 1,713

Litigation costs, net (6)

Indirect tax matters (7)

8 unchanged sentences

Loss from continuing operations $ (63,133)

Three Months Ended June 30, 2023

Three Months Ended September 30, 2023

Travel Solutions Hospitality Solutions Corporate Total

8 unchanged sentences

— — 1,068 1,068

Indirect tax matters (7)

— — 2,451 2,451

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

12 unchanged sentences

— — 1,068 1,068

Indirect tax matters (7)

— — 2,451 2,451

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

3 unchanged sentences

Other, net (3)

Gain on extinguishment of debt 12,543

Loss on extinguishment of debt (121,120)

Equity method income 512

1 unchanged sentence

Loss from continuing operations $ (207,789)

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Travel Solutions Hospitality Solutions Corporate Total

6 unchanged sentences

Acquisition-related costs (5)

Litigation costs, net (6)

— — 2,576 2,576

Litigation costs, net (6)

Indirect tax matters (7)

12 unchanged sentences

Acquisition-related costs (5)

Litigation costs, net (6)

— — 2,576 2,576

Litigation costs, net (6)

Indirect tax matters (7)

9 unchanged sentences

Loss from continuing operations $ (203,723)

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Travel Solutions Hospitality Solutions Corporate Total

9 unchanged sentences

— — 1,301 1,301

Indirect tax matters (7)

— — 11,451 11,451

Stock-based compensation — — 38,837 38,837

13 unchanged sentences

— — 1,301 1,301

Indirect tax matters (7)

— — 11,451 11,451

Stock-based compensation — — 38,837 38,837

3 unchanged sentences

Other, net (3)

Gain on extinguishment of debt 12,543

Loss on extinguishment of debt, net (108,577)

Equity method income 1,394

2 unchanged sentences

The following tables present information from our statements of cash flows and set forth the reconciliation of Free Cash Flow to cash used in operating activities, the most directly comparable GAAP measure (in thousands):

Six Months Ended June 30,

Nine Months Ended September 30,

Cash used in operating activities $ (12,150) $ (39,781)

Cash used in investing activities (13,518) (80,631)

Cash provided by financing activities 54,124 70,360

Six Months Ended June 30,

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

Nine Months Ended September 30,

Cash used in operating activities $ (12,150) $ (39,781)

8 unchanged sentences

(c) Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(3) Other, net includes non-operating gains recognized in 2023 and the impacts of fair value adjustments of our GBT investment in all periods presented.

(3) 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.

2 unchanged sentences

(5) Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities.

(6) Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters.

(6) 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.

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

Contingencies, to our consolidated financial statements.

(7) Indirect tax matters represents charges associated with certain digital tax matters, including a charge recorded as a result of newly adopted legislation in Canada.

(8) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.

1 unchanged sentence

The following table sets forth our consolidated statements of operations data for each of the periods presented:

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

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

2024 2023 2024 2023

4 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

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)

Equity method income 430 512 1,859 1,394

3 unchanged sentences

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

Three Months Ended June 30, 2024 and 2023

Three Months Ended June 30,

Three Months Ended September 30, 2024 and 2023

Three Months Ended September 30,

2024 2023 Change

5 unchanged sentences

Total revenue $ 764,714 $ 740,461 $ 24,253 3 %

Travel Solutions— Revenue increased $24 million, or 4%, for the three months ended June 30, 2024 compared to the same period in the prior year, primarily due to:

• a $20 million, or 4% increase in transaction-based distribution revenue primarily due to favorable rate impacts from travel supplier mix and a 1% increase in direct billable bookings to 91 million;

• a $4 million, or 3% increase in IT solutions revenue driven by an increase in other revenue and 5% growth in passengers boarded from existing partners, partially offset by a 7% decline in passengers boarded due to previously announced de-migrations.

Hospitality Solutions — Revenue increased $7 million, or 9%, for the three months ended June 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $7 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 4% to 33 million driven by new customer deployments, and a favorable mix within our customer base.

Travel Solutions— Revenue increased $19 million, or 3%, for the three months ended September 30, 2024 compared to the same period in the prior year, primarily due to:

• a $26 million, or 5% increase in transaction-based distribution revenue primarily due to a 4% increase in direct billable bookings to 93 million and favorable rate impacts from travel supplier mix;

partially offset by,

• a $7 million, or 5% decrease in IT solutions revenue driven by the impact of de-migrations, partially offset by the growth in passengers boarded from existing partners and other revenue.

Hospitality Solutions — Revenue increased $5 million, or 7%, for the three months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $6 million increase in SynXis Software and Services revenue due to a favorable mix within our customer base and an increase in transaction volumes of 2% to 35 million driven by new customer deployments.

Cost of revenue, excluding technology costs

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Change

6 unchanged sentences

Total cost of revenue, excluding technology costs $ 322,257 $ 294,120 $ 28,137 10 %

Travel Solutions— Cost of revenue, excluding technology costs, increased $18 million, or 7%, for the three months ended June 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $21 million increase in incentive consideration due to an increase in rates due to travel agency mix and slightly higher transaction volume.

This increase was partially offset by a $3 million decrease in labor and professional services costs driven by our cost reduction plan.

Hospitality Solutions— Cost of revenue, excluding technology costs, increased $1 million, or 2% for the three months ended June 30, 2024 compared to the same period in the prior year primarily due to increased costs associated with increased transaction volumes.

Corporate— Cost of revenue, excluding technology costs, decreased $13 million, or 91%, for the three months ended June 30, 2024 compared to the same period in the prior year primarily due to a $12 million restructuring charge associated with the reduction of our workforce recognized in the previous year.

Travel Solutions— Cost of revenue, excluding technology costs, increased $30 million, or 12%, for the three months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $27 million increase in incentive consideration due to higher transaction volume and an increase in rates due to travel agency mix and a $3 million increase in labor and professional services costs driven by the growth of our business.

Hospitality Solutions— Cost of revenue, excluding technology costs, decreased $1 million, or 2% for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to favorable revenue mix.

Corporate— Cost of revenue, excluding technology costs, decreased $1 million, or 42%, for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to a decrease in labor and professional services costs driven by our cost reduction plan.

Technology Costs

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Change

4 unchanged sentences

Total technology costs $ 211,284 $ 243,404 $ (32,120) (13) %

Travel Solutions— Technology costs decreased $49 million, or 22% for the three months ended June 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $26 million decrease in labor and professional services driven by our cost reduction plan, a $19 million decrease in technology costs due to cost savings related to our cloud migrations and mainframe offloads, and a decrease in depreciation and amortization of $4 million primarily due to the completion of amortization of certain capitalized internal use software.

Hospitality Solutions— Technology costs decreased $2 million, or 8%, for the three months ended June 30, 2024 compared to the same period in the prior year primarily due to a $2 million decrease in labor and professional services driven by our cost reduction plan and a decrease in depreciation and amortization of $2 million due to the completion of amortization of certain capitalized internal use software.

These decreases were partially offset by a $2 million increase in technology costs to support growth in the business.

Corporate— Technology costs decreased $14 million, or 45%, for the three months ended June 30, 2024 compared to the same period in the prior year due to a $10 million decrease in restructuring costs associated with our cost reduction plan and a $3 million decrease in labor and professional services driven by our cost reduction plan.

Travel Solutions— Technology costs decreased $32 million, or 15% for the three months ended September 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $19 million decrease in technology costs due to cost savings related to our cloud migrations, an $11 million decrease in labor and professional services driven by our cost reduction plan and a decrease in depreciation and amortization of $2 million primarily due to the completion of amortization of certain capitalized internal use software.

Corporate— Technology costs decreased $1 million, or 7%, for the three months ended September 30, 2024 compared to the same period in the prior year due to a $1 million decrease in restructuring costs associated with our cost reduction plan.

Selling, General and Administrative Expenses

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Change

4 unchanged sentences

Total selling, general and administrative expenses $ 161,046 $ 150,736 $ 10,310 7 %

Travel Solutions— Selling, general and administrative expenses increased $8 million, or 15%, for the three months ended June 30, 2024 compared to the same period in the prior year due to a $3 million increase in labor and professional services, a $3 million increase in other ongoing business expenses and a $1 million increase in legal costs.

Corporate— Selling, general and administrative expenses decreased $23 million, or 20%, for the three months ended June 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $19 million decrease in restructuring costs associated with our cost reduction plan, an $8 million decrease due to a tax litigation matter accrued in the prior year, a $3 million decrease in costs associated with our internal business systems, and a $2 million decrease in labor and professional services driven by our cost reduction plan.

These decreases were partially offset by a $5 million increase in digital services tax as a result of recently enacted legislation in Canada, which was retroactive to 2022 and a $4 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior period.

Travel Solutions— Selling, general and administrative expenses increased $1 million, or 2%, for the three months ended September 30, 2024 compared to the same period in the prior year due to a $5 million increase in labor and professional services, offset by a $2 million decrease in the provision for credit losses and a $1 million decrease in other ongoing business expenses.

Corporate— Selling, general and administrative expenses increased $8 million, or 10%, for the three months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $9 million increase in indirect taxes.

Interest expense, net

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Change

1 unchanged sentence

Interest expense, net $ 127,669 $ 119,372 $ 8,297 7 %

Interest expense increased $23 million, or 22%, during the three months ended June 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period.

Interest expense increased $8 million, or 7%, during the three months ended September 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period.

Debt for further details regarding these debt transactions.

Gain on extinguishment of debt

We recognized a gain on extinguishment of debt of $13 million for the three months ended June 30, 2023 as a result of the refinancing activity that occurred in the second quarter of 2023.

Loss on extinguishment of debt, net

We recognized a loss on extinguishment of debt of $121 million for the three months ended September 30, 2023 as a result of the financing activity that occurred in the third quarter of 2023.

Debt for further details.

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Change

1 unchanged sentence

Other, net $ (879) $ 11,548 $ (12,427) (108) %

Other, net increased $14 million for the three months ended June 30, 2024 compared to the same period in the prior year primarily due to other non-operating gains recognized in the prior period of $12 million and a $3 million increase due to realized and unrealized foreign currency exchange losses in the current period.

Other, net decreased $12 million for the three months ended September 30, 2024 compared to the same period in the prior year primarily due to changes in realized and unrealized gains and losses from our investments in securities from a loss of $14 million in the prior year period to a gain of $2 million in the current year period, offset by a $3 million increase due to realized and unrealized foreign currency exchange losses in the current period.

Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

Three Months Ended June 30,

Three Months Ended September 30,

2024 2023 Change

1 unchanged sentence

Provision for income taxes $ 6,900 $ 8,462 $ (1,562) (18) %

For the three months ended June 30, 2024, we recognized $5 million of income tax expense, representing an effective tax rate of less than 1%, compared to an income tax expense of $6 million, representing an effective tax rate of less than 1% for the three months ended June 30, 2023.

The effective tax rate decreased for the three 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 three month periods.

For the three months ended September 30, 2024, we recognized $7 million of income tax expense, representing an effective tax rate of less than 1%, compared to an income tax expense of $8 million, representing an effective tax rate of less than 1% for the three months ended September 30, 2023.

The effective tax rate decreased for the three 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 three 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.

Six Months Ended June 30, 2024 and 2023

Six Months Ended June 30,

Nine Months Ended September 30, 2024 and 2023

Nine Months Ended September 30,

2024 2023 Change

5 unchanged sentences

Total revenue $ 2,314,841 $ 2,220,685 $ 94,156 4 %

Travel Solutions— Revenue increased $60 million, or 4%, for the six months ended June 30, 2024 compared to the same period in the prior year, primarily due to:

Travel Solutions— Revenue increased $80 million, or 4%, for the nine months ended September 30, 2024 compared to the same period in the prior year, primarily due to:

• a $93 million, or 6%, increase in transaction-based distribution revenue due to favorable rate impacts from improved international and corporate bookings and a 2% increase in direct billable bookings to 282 million;

• a $6 million or 2%, decrease in IT solutions revenue driven by a $28 million decline in revenue from customers that have de-migrated from our systems, including the impact of termination fees from a certain carrier in the prior year.

This decrease was partially offset by an increase of $7 million due to volume growth, excluding the impact of customers that have de-migrated, a $4 million increase in license fee revenue, a $4 million increase in revenue recognized due to changes in facts and circumstances associated with certain carriers, and a $7 million increase in other revenue.

Hospitality Solutions— Revenue increased $12 million, or 8%, for the six months ended June 30, 2024 compared to the same period in the prior year.

partially offset by,

• a $13 million or 3%, decrease in IT solutions revenue driven by a $33 million decline in revenue from customers that have de-migrated from our systems, including the impact of termination fees from a certain carrier in the prior year and a $3 million decrease in other revenue.

This decrease was partially offset by an increase of $14 million due to volume growth, excluding the impact of customers that have de-migrated, a $5 million increase in license fee revenue, and a $4 million increase in revenue recognized due to changes in facts and circumstances associated with certain carriers.

Hospitality Solutions— Revenue increased $17 million, or 7%, for the nine months ended September 30, 2024 compared to the same period in the p rior year.

The increase was primarily driven by a $19 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 4% to 97 million driven by new customer deployments, and a favorable mix within our customer base.

This increase was partially offset by a $1 million decrease in DX revenue.

Cost of revenue, excluding technology costs

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

6 unchanged sentences

Total cost of revenue, excluding technology costs $ 964,832 $ 917,532 $ 47,300 5 %

Travel Solutions— Cost of revenue, excluding technology costs , increased $39 million, or 7%, fo r the six months ended June 30, 2024 compared to the same period in the prior year.

Travel Solutions— Cost of revenue, excluding technology costs , increased $69 million, or 9%, fo r the nine months ended September 30, 2024 compared to the same period in the prior year.

The increase was primarily driven by a $71 million increase in incentive consideration due to an increase in rates as well as higher transaction volume.

This increase was partially offset by a $4 million decrease in labor and professional services costs primarily due to our cost reduction plan.

Hospitality Solutions— Cost of revenue, excluding technology costs, remained flat for the six months ended June 30, 2024 compared to the same period in the prior year.

Increased costs associated with increased transaction volumes and the mix of our transactions across our distribution channels were offset by a $2 million decrease in labor and professional services costs driven by our cost reduction plan.

Corporate— Cost of revenue, excluding technology costs , decreased $14 million, or 91%, for the six months ended June 30, 2024 primarily due to a $12 million restructuring charge associated with the reduction of our workforce recognized in the previous year and a $2 million decrease in labor and professional services driven by our cost reduction plan.

Depreciation and Amortization— Cost of revenue, excluding technolo gy costs, decreased $4 million, or 29%, for the six months ended June 30, 2024 primarily due to the acceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems .

Hospitality Solutions— Cost of revenue, excluding technology costs, decreased $1 million for the nine months ended September 30, 2024 compared to the same period in the prior year.

A $1 million decrease in labor and professional services costs driven by our cost reduction plan was partially offset by i ncreased costs associated with increased transaction volumes and the mix of our revenue transactions.

Corporate— Cost of revenue, excluding technology costs , decreased $15 million, or 87%, for the nine months ended September 30, 2024 primarily due to a $12 million restructuring charge associated with the reduction of our workforce recognized in the previous year and a $3 million decrease in labor and professional services driven by our cost reduction plan.

Depreciation and Amortization— Cost of revenue, excluding technolo gy costs, decreased $4 million, or 21%, for the nine months ended September 30, 2024 primarily due to the acceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems.

Technology Costs

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

4 unchanged sentences

Total technology costs $ 652,843 $ 799,121 $ (146,278) (18) %

Travel Solutions— Technology costs decreased $94 million, or 20%, for the six months ended June 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $56 million decrease in labor and professional services driven by our cost reduction plan, a $33 million decrease in technology costs due to cost savings related to our cloud migrations and mainframe offloads, and a $6 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

Hospitality Solutions— Technology costs decreased $6 million, or 11%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $7 million decrease in labor and professional services driven by our cost reduction plan.

Travel Solutions— Technology costs decreased $125 million, or 19%, for the nine months ended September 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $67 million decrease in labor and professional services driven by our cost reduction plan, a $52 million decrease in technology costs due to cost savings related to our cloud migrations and a $7 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

Hospitality Solutions— Technology costs decreased $6 million, or 8%, for the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $6 million decrease in labor and professional services driven by

our cost reduction plan, and a $4 million decrease in depreciation and amortization primarily due to the completion of amortization of certain capitalized internal use software.

This decrease was partially offset by a $4 million increase in technology costs to support growth in the business.

Corporate— Technology costs decreased $14 million, or 37%, for the six months ended June 30, 2024 compared to the same period in the prior year due to an $11 million decrease in restructuring costs associated with our cost reduction plan, a $1 million decrease in stock-based compensation primarily due to forfeitures of unvested shares, and a $1 million decrease in labor and professional services driven by our cost reduction plan.

Corporate— Technology costs decreased $15 million, or 32% , for the nine months ended September 30, 2024 compared to the same period in the prior year due to a $12 million decrease in restructuring costs associated with our cost reduction plan, a $2 million decrease in labor and professional services driven by our cost reduction plan and a $1 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.

Selling, General and Administrative Expenses

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

4 unchanged sentences

Total selling, general and administrative expenses $ 468,099 $ 494,227 $ (26,128) (5) %

Travel Solutions— Selling, general and administrative expenses decreased $7 million, or 5%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $6 million decrease in labor and professional services primarily driven by our cost reduction plan, a $2 million decrease in legal costs, and a $2 million decrease in the provision for credit losses.

These decreases were partially offset by a $2 million increase in other ongoing business expenses.

Hospitality Solutions— Selling, general and administrative expenses decreased $1 million, or 3%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $2 million decrease in the provision for credit losses and a $1 million decrease in labor and professional services driven by our cost reduction plan.

Corporate— Selling, general and administrative expenses decreased $29 million, or 16%, for the six months ended June 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $22 million decrease in restructuring costs associated with our cost reduction plan, an $8 million decrease due to a tax litigation matter accrued in the prior year, an $8 million decrease in labor and professional services driven by our cost reduction plan, and a $1 million decrease in depreciation and amortization.

These decreases were partially offset by a $7 million increase in digital services tax as a result of recently enacted legislation in Canada, which was retroactive to 2022, and a $3 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior year.

Travel Solutions— Selling, general and administrative expenses decreased $5 million, or 3%, for the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $3 million decrease in legal costs and a $3 million decrease in the provision for credit losses.

Corporate— Selling, general and administrative expenses decreased $21 million, or 8%, for the nine months ended September 30, 2024 compared to the same period in the prior year.

The decrease was primarily driven by a $23 million decrease in restructuring costs associated with our cost reduction plan, a $7 million decrease in labor and professional services driven by our cost reduction plan, and a $2 million decrease in depreciation and amortization.

These decreases were partially offset by a $7 million increase in indirect taxes, and a $3 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior year.

Interest expense, net

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

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Interest expense, net $ 381,710 $ 325,290 $ 56,420 17 %

Interest expense increased $48 million, or 23% during the six months ended June 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period .

Interest expense increased $56 million, or 17% during the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period .

Debt for further details regarding these debt transactions.

Loss/Gain on extinguishment of debt

We recognized a loss on extinguishment of debt of $38 million du ring the six months ended June 30, 2024 as a result of the refinancing activity that occurred in the first quarter of 2024 .

We recognized a gain on extinguishment of debt of $13 million during the six months ended June 30, 2023 as a result of the refinancing activity that occurred in the second quarter of 2023.

Loss on extinguishment of debt, net

We recognized a loss on extinguishment of debt of $38 million du ring the nine months ended September 30, 2024 as a result of the refinancing activity that occurred in the first quarter of 2024 .

We recognized a loss on extinguishment of debt of $109 million during the nine months ended September 30, 2023, including a loss on extinguishment of debt of $121 million as a result of the financing activity that occurred in the third quarter of 2023, partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second quarter of 2023.

Debt for further details.

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

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Other, net $ 347 $ (8,084) $ 8,431 (104) %

Other, net increased $21 million for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $15 million increase due to other non-operating gains recognized in the prior year, a $4 million increase due to realized and unrealized foreign currency exchange losses in the current period, and a change in fair value of our investments in securities from a gain of $4 million in the prior year period to a gain of $1 million in the current year period.

Other, net increased $8 million for the nine months ended September 30, 2024 compared to the same period in the prior year primarily due to a $16 million increase due to other non-operating gains recognized in the prior year and a $7 million increase due to realized and unrealized foreign currency exchange losses in the current period.

This increase is partially offset by changes in realized and unrealized gains and losses from our investments in securities from a loss of $10 million in the prior year period to a gain of $3 million in the current year period.

Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

Six Months Ended June 30,

Nine Months Ended September 30,

2024 2023 Change

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Provision for income taxes $ 14,598 $ 16,570 $ (1,972) (12) %

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 an increase in valuation allowance recorded in the current period and various discrete items recorded in each of the respective six month periods.

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 a decrease in valuation allowance recorded in the current period and various discrete items recorded in each of the respective nine month periods.

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

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Our current principal source of liquidity is our cash and cash equivalents on hand.

As of June 30, 2024 and December 31, 2023, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

June 30, 2024 December 31, 2023

As of September 30, 2024 and December 31, 2023, our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):

September 30, 2024 December 31, 2023

Cash and cash equivalents $ 668,763 $ 648,207

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(1) AR Facility (as defined below) does not include the FILO Facility (as defined below).

As of June 30, 2024, we had $94 million outstanding under the AR Facility.

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

The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty.

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We invest in a money market fund which is classified as cash and cash equivalents in our consolidated balance sheets and statements of cash flows.

We held no short-term investments as of June 30, 2024 and December 31, 2023.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of June 30, 2024 and December 31, 2023.

We held no short-term investments as of September 30, 2024 and December 31, 2023.

We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of September 30, 2024 and December 31, 2023.

Liquidity Outlook

We have experienced continued material headwinds within our consolidated financial results for 2023 and through the second quarter of 2024.

We have experienced continued material headwinds within our consolidated financial results for 2023 and through the third quarter of 2024.

These changes have had, and we believe they will continue to have, a material negative impact on our financial results and liquidity, and this negative impact may continue.

Given the uncertain economic environment, we cannot provide assurance that the assumptions used to estimate our liquidity requirements will be accurate.

However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the payment of approximately $242 million of principal due at maturity under current debt facilities.

During the first quarter of 2024, we refinanced and extended the maturity on approximately $300 million of our debt, which negatively impacted our results due to increasing interest rates, but increased our overall liquidity by approximately $70 million.

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Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

Our ability to make payments on and to refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

Our ability to make payments on and to

refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

See “Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.”

On an ongoing basis, we will evaluate and consider strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.

We have regularly evaluated and considered, and in the future we will continue to evaluate and consider, strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.

These transactions may require cash expenditures or generate proceeds and, to the extent they require cash expenditures, may be funded through a combination of cash on hand, debt or equity offerings.

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We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2024.

Additionally, several countries, primarily Canada and in Europe, have proposed or adopted taxes on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

These regulations have generally been labeled as a digital services tax (“DST”).

Additionally, several countries, primarily Canada and in Europe, have proposed or adopted DST on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

Rates for DST we incur range from 1.5% to 7.5% of revenue earned in these jurisdictions.

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These amounts will become due in the second quarter of 2025.

We are continuing to analyze the ongoing impacts of DST on our business in various jurisdictions and currently expect future DST expense to be lower than current periods, unless additional jurisdictions adopt DST with a retroactive date.

In the third quarter of 2024, we increased our DST reserves further for additional jurisdictions that we believe are applicable;

payment of these amounts may negatively impact our cash flow to the extent we are unable to recover the amounts from our customers, where allowed under our contracts.

Capital Resources

As of June 30, 2024, our outstanding debt totaled $5.0 billion, which is net of debt issuance costs and unamortized discounts of $126 million.

As of September 30, 2024, our outstanding debt totaled $5.0 billion, which is net of debt issuance costs and unamortized discounts of $119 million.

Currently approximately 42% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

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See “Risk Factors—We are exposed to interest rate fluctuations." In the future, we may review opportunities to refinance our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

The global capital markets experienced periods of volatility throughout 2023 and through the second quarter of 2024, in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S.

The global capital markets experienced periods of volatility throughout 2023 and through the third quarter of 2024, in response to the geopolitical conflict, higher rate of inflation, and uncertainty regarding the path of U.S.

monetary policy.

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In addition, from time to time, we may decide to repurchase or otherwise retire portions of our existing indebtedness through transactions in the open market, privately negotiated transactions, tender offers, exchange offers or otherwise, or we may redeem or prepay portions of our existing indebtedness.

Any such action

will depend on market conditions and various other factors existing at that time.

Any such action will depend on market conditions and various other factors existing at that time.

Furthermore, we may be required to pay US Airways' reasonable attorneys' fees and costs related to that antitrust litigation.

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For more information, see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available."

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.

investments, and payment of dividends.

In the first quarter of 2023, we entered into the AR Facility of up to $200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of $235 million (as each of such terms is defined below) .

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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 Amended and Restated Credit Agreement, the Securitization Facility, 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 Amended and Restated Credit Agreement, the Securitization Facility, the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

We are required to pay down our term loans by an amount equal to 50% of annual excess cash flow, as defined in the Amended and Restated Credit Agreement.

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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.

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”).

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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.

Exchangeable Notes

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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.

Securitization Facility

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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 Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50% payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock.

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.

During the three and six months ended June 30, 2023, we paid cash dividends on our preferred stock of $5 million and $11 million.

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.

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

On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock.

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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 the cash management measures we are undertaking 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.

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 the cash management measures we undertook as a result of the market conditions caused by COVID-19.

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

In addition, the terms of certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase our common stock.

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As of June 30, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Six Months Ended June 30,

As of September 30, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Nine Months Ended September 30,

(Amounts in thousands)

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Cash used in investing activities (13,518) (80,631)

Cash provided by financing activities 54,124 70,360

Cash provided by discontinued operations — 80

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

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)

Operating Activities

Cash used in operating activities totaled $40 million for the six months ended June 30, 2024.

The $59 million increase in operating cash flow from the same period in the prior year was primarily due to revenue growth from favorable rate impacts from travel supplier mix and an increase in global hotel and other travel bookings, as well as the impacts of our cost reduction plans and technology transformation efforts, which have improved our profitability and cash, a $33 million decrease in interest payments related to our debt, primarily due to the deferral of paid-in-kind interest and a $15 million decrease in severance payments made in connection with our cost reduction plan.

Cash used in operating activities totaled $12 million for the nine months ended September 30, 2024.

The $28 million increase in operating cash flow from the same period in the prior year was primarily due to revenue growth from an increase in volume and favorable rate impacts from travel supplier mix, as well as the impacts of our cost reduction plans and technology transformation efforts, which have improved our profitability and cash, a $14 million decrease in interest payments related to our debt, primarily due to the deferral of paid-in-kind interest and a $30 million decrease in severance payments made in connection with our cost reduction plan.

These changes were partially offset by payments of $17 million associated primarily with employee retention plans.

Investing Activities

For the six months ended June 30, 2024, we used $48 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems.

For the six months ended June 30, 2023, we used $48 million of cash for capital expenditures primarily related to software developed for internal use and $13 million for acquisition-related activity.

For the nine months ended September 30, 2024, we used $68 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems, partially offset by proceeds received from the sale of investment in securities of $55 million.

For the nine months ended September 30, 2023, we used $69 million of cash for capital expenditures primarily related to software developed for internal use and $12 million for acquisition-related activity.

Financing Activities

For the six months ended June 30, 2024, financing activities provided $54 million.

For the nine months ended September 30, 2024, financing activities provided $46 million.

Significant highlights of our financing activities include:

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• net payments of $7 million from the settlement of employee stock-option awards.

For the six months ended June 30, 2023, financing activities provided $70 million.

For the nine months ended September 30, 2023, we used $73 million of cash for financing activities.

Significant highlights of our financing activities include:

• proceeds of $853 million from the issuance of our June 2027 Notes;

• payment of $787 million on our September 2025 Notes and $66 million on our April 2025 Notes;

• proceeds of $677 million from the issuance of the Senior Secured Term Loan Due 2028;

• payment of $665 million on our 9.25% senior secured notes due 2025, 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2;

• payment of $159 million for debt discount and issuance costs;

• net proceeds of $130 million from borrowings on our AR Facility;

• payment of $55 million on our term loans under the Amended and Restated Credit Agreement, $48 million of which is a prepayment from the sale of our AirCentre portfolio in 2022;

• payment of $23 million for debt discount and issuance costs;

• proceeds of $16 million from the sale of our common shares of the direct parent of Conferma;

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There were no material changes to our future minimum contractual obligations since December 31, 2023 as previously disclosed in our Annual Report on Form 10-K filed with the SEC on February 15, 2024, other than impacts of the March 2024 Exchange Transaction, 2026 Exchangeable Notes, and the Securitization Facility.

We had no off balance sheet arrangements during the six months ended June 30, 2024 and year ended December 31, 2023.

We had no off balance sheet arrangements during the nine months ended September 30, 2024 and year ended December 31, 2023.

Recent Accounting Pronouncements

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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 2. Management’s Discussion and Analysis