Sabre Corp

Previous wording

This Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains information that may constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of continuing operations, our prospects and strategies for future growth, the development and introduction of new technologies and products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as“expects,” “outlook,” "intends," "will," "may," "believes," “pro forma,” “plans,” “predicts,” “potential,” “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “objective,” “project,”or the negative of these terms or other comparable terminology. The forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and are subject to risks, uncertainties and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Certain of these risks, uncertainties and changes in circumstances are described in the“Risk Factors” section of this Quarterly Report on Form 10-Q and in the “Risk Factors” and “Forward-Looking Statements” sections included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

Current wording

This Quarterly Report on Form 10-Q, including this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part I, Item 2, contains information that may constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or results of continuing operations, our prospects and strategies for future growth, the development and introduction of new technologies and products, expectations regarding cost reductions, and the implementation of our marketing and branding strategies. In many cases, you can identify forward-looking statements by terms such as“expects,” “outlook,” "intends," "will," "may," "believes," “pro forma,” “plans,” “predicts,” “potential,” "possible," “estimates,” “intends,” “should,” “could,” “anticipates,” “likely,” “commit,” “guidance,” “anticipate,” “incremental,” “provisional,” “preliminary,” “forecast,” “continue,” “strategy,” “objective,” “project,”or the negative of these terms or other comparable terminology. The forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions and are subject to risks, uncertainties and changes in circumstances that may cause events or our actual activities or results to differ significantly from those expressed in any forward-looking statement. Certain of these risks, uncertainties and changes in circumstances are described in the“Risk Factors” section of this Quarterly Report on Form 10-Q and in the “Risk Factors” and “Forward-Looking Statements” sections included in our Annual Report on Form 10-K filed with the SEC on February 18, 2026. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future events, outlook, guidance, results, actions, levels of activity, performance or achievements. Readers are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date they are made.

Previous wording

A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. We generate revenue from our distribution activities through transaction fees for bookings on our Sabre Mosaic TM Marketplace ("Marketplace"), as well as product revenue from agency solutions offerings such as payments and media, and from our Sabre Mosaic TM Airline Technology ("Airline Technology") through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

Current wording

A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. We generate revenue from our distribution activities through transaction fees for bookings on our Sabre Mosaic® Marketplace ("Marketplace"), as well as product revenue from agency solutions offerings such as payments and media, and from our Sabre Mosaic® Airline Technology ("Airline Technology") through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

Previous wording

In 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025. Since we began this program in the fourth quarter of 2025, we have incurred $62 million in costs primarily associated with our workforce. These restructuring costs are comprised of $58 million that has been or will be paid in cash for severance and related benefits costs and $4 million that has been paid related to other restructuring costs. This program will be implemented through 2027 and may result in additional restructuring charges as we continue to evaluate third-party costs including our geographic and real estate footprints. Total costs associated with this program are expected to be approximately $65 million, with the significant majority of disbursements occurring in 2026.

Current wording

In 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to largely offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively comparable to 2025. Since we began this program in the fourth quarter of 2025, we have incurred $64 million in costs primarily associated with our workforce. These restructuring costs are comprised of $60 million that has been or will be paid in cash for severance and related benefits costs and $4 million that has been paid related to other restructuring costs. This program will be implemented through 2027 and may result in additional restructuring charges as we continue to evaluate third-party costs including our geographic and real estate footprints. Total costs associated with this program are expected to be approximately $65 million, with the significant majority of disbursements occurring in 2026.

Previous wording

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. Industry air distribution volume growth has recently come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth. In the first half of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years; however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air distribution bookings, and those pressures had and may continue to have a negative impact on our bookings. In the near term, we expect these trends to continue into the third quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year.

Current wording

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. Industry air distribution volume growth has recently come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth. In the first three quarters of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years; however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air Marketplace bookings, and those pressures had and may continue to have a negative impact on our bookings. In the near term, we expect these trends to continue into the fourth quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year.

Previous wording

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the uncertain economic environment and the recent impacts on air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During recent years, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.

Current wording

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the uncertain economic environment and the recent impacts on air Marketplace volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During recent years, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.

Previous wording

We generate revenue through direct billable bookings processed through our Marketplace, adjusted for estimated cancellations of those bookings. Other Marketplace revenue includes product revenue from agency solutions offerings such as payments and media. We also generate revenue from Airline Technology activities from our product offerings including platform product offerings across the full retailing lifecycle from network planning and offer creation to payments, servicing, and disruption recovery. Additionally, we generate revenue through software licensing and maintenance fees. Recognition of license fees upon delivery has previously resulted and will continue to result in periodic fluctuations in revenue recognized.

Current wording

We generate revenue through bookings processed through our Marketplace, adjusted for estimated cancellations of those bookings. Other Marketplace revenue includes product revenue from agency solutions offerings such as payments and media. We also generate revenue from Airline Technology activities from our product offerings including platform product offerings across the full retailing lifecycle from network planning and offer creation to payments, servicing, and disruption recovery. Additionally, we generate revenue through software licensing and maintenance fees. Recognition of license fees upon delivery has previously resulted and will continue to result in periodic fluctuations in revenue recognized.

Previous wording

“Direct billable bookings” and “passengers boarded” are the primary metrics we utilize to measure operating performance. We generate revenue for each direct billable booking, which includes bookings made through our Marketplace (e.g., Air, Lodging, Car, Rail and Tour) and through our equity method investments in cases where we are paid directly by the travel supplier. Air bookings are presented net of bookings cancelled within the period presented. We also recognize Airline Technology revenue from recurring usage-based fees for passengers boarded. These key metrics allow management to analyze customer volume over time for each of our product lines to monitor industry trends and analyze performance. We believe that these key metrics are useful for investors and other third parties as indicators of our financial performance and industry trends. While these metrics are based on what we believe to be reasonable estimates of our transaction counts for the applicable period of measurement, there are inherent challenges associated with their measurement. In addition, we are continually seeking to improve our estimates of these metrics, and these estimates may change due to improvements or changes in our methodology.

Current wording

“Marketplace Bookings” and “passengers boarded” are the primary metrics we utilize to measure operating performance. We generate revenue for each booking, which includes bookings made through our Marketplace (e.g., Air, Lodging, Car, Rail and Tour) and through our equity method investments in cases where we are paid directly by the travel supplier. Air bookings are presented net of bookings cancelled within the period presented. We also recognize Airline Technology revenue from recurring usage-based fees for passengers boarded. These key metrics allow management to analyze customer volume over time for each of our product lines to monitor industry trends and analyze performance. We believe that these key metrics are useful for investors and other third parties as indicators of our financial performance and industry trends. While these metrics are based on what we believe to be reasonable estimates of our transaction counts for the applicable period of measurement, there are inherent challenges associated with their measurement. In addition, we are continually seeking to improve our estimates of these metrics, and these estimates may change due to improvements or changes in our methodology.

Previous wording

We have included both financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as well as certain supplemental non‑GAAP financial measures, including Adjusted Net Loss from continuing operations (“Adjusted Net Loss”), Adjusted EBITDA, Free Cash Flow, and ratios derived from these measures. The non‑GAAP financial measures are presented in addition to, and not as a substitute for, financial results prepared in accordance with GAAP. GAAP financial measures are presented with equal or greater prominence wherever non‑GAAP financial measures are discussed.

Current wording

We have included both financial measures prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as well as certain supplemental non‑GAAP financial measures, including Adjusted Net Income (Loss) from continuing operations (“Adjusted Net Income (Loss)”), Adjusted EBITDA, Free Cash Flow, and ratios derived from these measures. The non‑GAAP financial measures are presented in addition to, and not as a substitute for, financial results prepared in accordance with GAAP. GAAP financial measures are presented with equal or greater prominence wherever non‑GAAP financial measures are discussed.

Previous wording

Adjusted Net Loss is defined as income (loss) from continuing operations adjusted to exclude acquisition‑related amortization; restructuring and other costs; loss on extinguishment of debt; other, net; disposition‑related costs; litigation costs, net; indirect tax matters; stock‑based compensation; and the related tax impacts of these adjustments.

Current wording

Adjusted Net Income (Loss) is defined as (loss) income from continuing operations adjusted to exclude acquisition‑related amortization; restructuring and other costs; loss on extinguishment of debt; other, net; disposition‑related costs; litigation costs, net; indirect tax matters; stock‑based compensation; and the related tax impacts of these adjustments.

Previous wording

Adjusted EBITDA is defined as income (loss) from continuing operations adjusted to exclude depreciation and amortization of property and equipment; amortization of capitalized implementation costs; acquisition‑related amortization; restructuring and other costs; interest expense, net; other, net; loss on extinguishment of debt; disposition‑related costs; litigation costs, net; indirect tax matters; stock‑based compensation; and the provision for income taxes.

Current wording

Adjusted EBITDA is defined as (loss) income from continuing operations adjusted to exclude depreciation and amortization of property and equipment; amortization of capitalized implementation costs; acquisition‑related amortization; restructuring and other costs; interest expense, net; other, net; loss on extinguishment of debt; disposition‑related costs; litigation costs, net; indirect tax matters; stock‑based compensation; and the provision for income taxes.

Previous wording

Free Cash Flow is defined as cash (used in) provided by operating activities, less cash used for additions to property and equipment.

Current wording

Free Cash Flow is defined as cash used in operating activities, less cash used for additions to property and equipment.

Previous wording

Adjusted Net Loss from continuing operations per share is defined as Adjusted Net Loss divided by diluted weighted‑average common shares outstanding.

Current wording

Adjusted Net Income (Loss) from continuing operations per share is defined as Adjusted Net Income (Loss) divided by diluted weighted‑average common shares outstanding.

Previous wording

Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow, and related ratios are not recognized measures under GAAP and have inherent limitations as analytical tools. Accordingly, they should not be considered in isolation or as substitutes for net income (loss), income (loss) from continuing operations, or cash flows from operating activities prepared in accordance with GAAP.

Current wording

Adjusted Net Income (Loss), Adjusted EBITDA, Free Cash Flow, and related ratios are not recognized measures under GAAP and have inherent limitations as analytical tools. Accordingly, they should not be considered in isolation or as substitutes for net (loss) income, (loss) income from continuing operations, or cash flows from operating activities prepared in accordance with GAAP.

Previous wording

•Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements associated with, working capital.

Current wording

•Adjusted Net Income (Loss) and Adjusted EBITDA do not reflect changes in, or cash requirements associated with, working capital.

Previous wording

The following table sets forth the reconciliation of Loss from continuing operations to Adjusted Net Loss from continuing operations and Loss from continuing operations to Adjusted EBITDA (in thousands):

Current wording

The following table sets forth the reconciliation of (Loss) income from continuing operations to Adjusted Net Income (Loss) from continuing operations and (Loss) income from continuing operations to Adjusted EBITDA (in thousands):

Previous wording

(3) Other, net includes $18 million of transition services agreement income, net, in the current year period and a gain on the sale of assets of $5 million recognized in the prior year period. 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.

Current wording

(3) Other, net includes $19 million in debt modification costs related to the financing activity that occurred in the third quarter of 2026, $15 million of transition services agreement income, net, in the current year period and a gain on the sale of assets of $5 million recognized in the prior year period. 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.

Previous wording

(5) Indirect tax matters represents charges and adjustments to charges associated with certain digital services taxes ("DST") and other indirect tax matters related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters. See detailed disclosures regarding these matters included in the Liquidity and Capital Resources and Risk Factors sections as well as Note 13. Contingencies, to our consolidated financial statements.

Current wording

(5) Indirect tax matters represents charges and adjustments to charges associated with certain digital services taxes ("DST") and other indirect tax matters related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters. See detailed disclosures regarding these matters included in the Liquidity and Capital Resources and Risk Factors sections.

Previous wording

•a $31 million, or 6%, increase in Marketplace revenue driven by a $25 million increase in transaction-based revenue primarily due to a 1% increase in direct billable bookings to 92 million and favorable rate impacts and a $6 million increase in product-based revenue; partially offset by

Current wording

•a $19 million, or 3%, increase in Marketplace revenue driven by a $14 million increase in transaction-based revenue primarily due to favorable rate impacts and a $5 million increase in product-based revenue; and

Previous wording

•a $3 million, or 1%, increase in Airline Technology revenue driven by a $3 million increase in volume growth.

Current wording

•a $5 million or 3%, increase in Airline Technology revenue driven by a $2 million increase in volume growth and a $3 million increase in other revenue.

Previous wording

Cost of revenue, excluding technology costs, increased $14 million, or 5%, for the three months ended June 30, 2026 compared to the same period in the prior year primarily due to a $15 million increase in incentive consideration due to an increase in rates, transaction mix, and volumes.

Current wording

Cost of revenue, excluding technology costs, increased $3 million, or 1%, for the three months ended September 30, 2026 compared to the same period in the prior year primarily due to an increase in incentive consideration due to an increase in rates and transaction mix.

Previous wording

Technology costs decreased by $1 million or 1%, for the three months ended June 30, 2026 compared to the same period in the prior year driven by a $9 million decrease in labor and professional services due to the inflation offset program, partially offset by a $5 million increase in technology costs due to an increase in transaction volumes and a $2 million increase in depreciation and amortization.

Current wording

Technology costs increased by $8 million or 5%, for the three months ended September 30, 2026 compared to the same period in the prior year driven by a $6 million increase in transaction volumes and a $2 million increase in labor and professional services primarily due to a $10 million increase in employee bonus and stock compensation expense compared to a reduction in variable-based compensation in the prior year period, partially offset by a $8 million decrease due to the inflation offset program.

Previous wording

Selling, general and administrative expenses increased $13 million, or 5%, for the six months ended June 30, 2026 compared to the same period in the prior year due to an $11 million increase primarily driven by a reduction in tax litigation reserves in the prior year as a result of final settlement, a $7 million increase primarily due to a sales tax refund in the prior year related to prior tax periods, a $4 million increase in the provision for credit losses and a $4 million increase due to professional services costs associated with stockholder matters. These increases were partially offset by a $9 million decrease in indirect taxes, primarily due to the reversal of a DST accrual and a $4 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense, primarily related to forfeitures as a result of the inflation offset program.

Current wording

Selling, general and administrative expenses decreased $4 million, or 3%, for the three months ended September 30, 2026 compared to the same period in the prior year primarily due to an $8 million decrease in indirect taxes primarily related to an indirect tax refund, partially offset by a $4 million increase in labor and professional services primarily due to a $13 million increase in employee bonus and stock compensation expense compared to a reduction in variable based compensation in the prior year, partially offset by a $9 million decrease due to the inflation offset program.

Previous wording

Interest expense increased $13 million, or 11%, during the three months ended June 30, 2026 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025. See Note 8. Debt for further details. Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in the prior year period.

Current wording

Interest expense increased $12 million, or 11%, during the three months ended September 30, 2026 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025. See Note 8. Debt for further details. Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in the prior year period.

Previous wording

For the three months ended June 30, 2026, we recognized $12 million of income tax expense for continuing operations, compared to an income tax expense of $91 million for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2026 represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter. The effective tax rate is primarily impacted by changes in the valuation allowance, tax permanent differences and tax credits plus the impact of the discrete recognition of withholding tax receivables and related interest.

Current wording

For the three months ended September 30, 2026, we recognized $3 million of income tax benefit for continuing operations, compared to an income tax benefit of $59 million for the three months ended September 30, 2025. The effective tax rate is primarily impacted by changes in the valuation allowance, tax permanent differences and tax credits plus the impact of the discrete recognition of tax benefits resulting from the settlement of tax matters.

Previous wording

•an $80 million, or 7%, increase in Marketplace revenue driven by a $68 million increase in transaction-based revenue due to a 3% increase in direct billable bookings to 193 million and favorable rate impacts, and a $12 million increase in product-based revenue; and

Current wording

•a $99 million, or 6%, increase in Marketplace revenue driven by a $83 million increase in transaction-based revenue due to favorable rate impacts and a 2% increase in Marketplace bookings to 288 million, and a $16 million increase in product-based revenue; and

Previous wording

•a $6 million or 4%, decrease in Airline Technology revenue driven by a $4 million decrease in license fee revenue and a $3 million decrease in other revenue, partially offset by a $1 million increase in volume growth.

Current wording

•an $8 million, or 2%, increase in Airline Technology revenue driven by a $4 million increase in volume growth and a $4 million increase in other revenue.

Previous wording

Cost of revenue, excluding technology costs, increased $44 million, or 7%, for the six months ended June 30, 2026 compared to the same period in the prior year, primarily due to a $42 million increase in incentive consideration due to an increase inrates, transaction mix and volume, and a $2 million increase in labor and professional services partially due to a restructuring charge associated with the inflation offset program in the current period.

Current wording

Cost of revenue, excluding technology costs, increased $47 million, or 5%, for the nine months ended September 30, 2026 compared to the same period in the prior year, primarily due to a $47 million increase in incentive consideration due to an increase in rates, transaction mix and volume, and a $1 million increase in labor and professional services partially due to a restructuring charge associated with the inflation offset program in the current period.

Previous wording

Technology costs decreased $1 million for the six months ended June 30, 2026 compared to the same period in the prior year driven by a $6 million decrease in labor and professional services due to the inflation offset program and a $5 million decrease in labor and professional services due to a reduction in employee bonus and stock compensation expense, partially offset by a $7 million increase in technology costs due to an increase in transaction volumes and a $3 million increase in depreciation and amortization.

Current wording

Technology costs increased $7 million, or 1%, for the nine months ended September 30, 2026 compared to the same period in the prior year driven by a $12 million increase in transaction volumes and a $3 million increase in depreciation and amortization, partially offset by a $9 million decrease in labor and professional services primarily due to a $13 million decrease due to the inflation offset program, partially offset by a $4 million increase in employee bonus and stock compensation expense compared to a reduction in variable-based compensation in the prior year period.

Previous wording

Interest expense increased $26 million, or 12% during the six months ended June 30, 2026 compared to the same period in the prior year primarily due to primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025. See Note 8. Debt for further details. Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in the prior year period.

Current wording

Interest expense increased $38 million, or 11% during the nine months ended September 30, 2026 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the financing activities that occurred during 2025. See Note 8. Debt for further details. Interest expense, net from continuing operations excludes interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale, in the prior year period.

Previous wording

We recognized a loss on extinguishment of debt of $3 million during the six months ended June 30, 2026 primarily due to the early redemption of our 8.625% senior secured notes due 2027, in the first quarter of 2026. We recognized a loss on extinguishment of debt of $85 million during the six months ended June 30, 2025, as a result of the refinancing activity that occurred in the second quarter of 2025. See Note 8. Debt for further details.

Current wording

We recognized a loss on extinguishment of debt of $3 million during the nine months ended September 30, 2026 primarily due to the early redemption of our 8.625% senior secured notes due 2027, in the first quarter of 2026. We recognized a loss on extinguishment of debt of $85 million during the nine months ended September 30, 2025, as a result of the refinancing activity that occurred in the second quarter of 2025. See Note 8. Debt for further details.

Previous wording

Other, net decreased $14 million for the six months ended June 30, 2026 compared to the same period in the prior year primarily due to $18 million of transition services agreement income, net, associated with the Hospitality Solutions disposition and a $1 million decrease due to realized and unrealized foreign currency exchange losses in the current period, partially offset by a gain on the sale of assets of $5 million recognized in the prior year period.

Current wording

Other, net increased $9 million for the nine months ended September 30, 2026 compared to the same period in the prior year primarily due to $19 million in debt modification costs related to the financing activity that occurred in the third quarter of 2026 and a gain on the sale of assets of $5 million recognized in the prior year period, partially offset by $15 million of transition services agreement income, net, associated with the Hospitality Solutions disposition and a $1 million decrease due to realized and unrealized foreign currency exchange losses in the current period. See Note 8. Debt for further details regarding debt transactions.

Previous wording

For the six months ended June 30, 2026, we recognized an immaterial amount of income tax expense for continuing operations, compared to an income tax expense of $80 million for the six months ended June 30, 2025. The effective tax rate decreased for the six months ended June 30, 2026 as compared to the same period in 2025 primarily due to an increase in U.S. permanent adjustments recorded in the current period, offset by various discrete items recorded in each of the respective six month periods. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Current wording

For the nine months ended September 30, 2026, we recognized an income tax benefit of$3 million for continuing operations, compared to an income tax expense of $21 million for the nine months ended September 30, 2025. The effective tax rate decreased for the nine months ended September 30, 2026 as compared to the same period in 2025 primarily due to an increase in U.S. permanent adjustments recorded in the current period, offset by various discrete items recorded in each of the respective nine 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.

Previous wording

As of June 30, 2026, we had$80 million outstanding under therevolving tranche under the Securitization Facility (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. See Note 8. Debt.

Current wording

As of September 30, 2026, we had$93 million outstanding under therevolving tranche under the Securitization Facility (the "AR Facility"). The AR Facility matures on September 28, 2029 and allows us the ability to prepay the principal amount prior to the maturity date without penalty. See Note 8. Debt.

Previous wording

We consider cash equivalents to be highly liquid investments that are readily convertible into cash. Securities with contractual maturities of three months or less, when purchased, are considered cash equivalents. We record changes in a book overdraft position, in which our bank account is not overdrawn but recently issued and outstanding checks result in a negative general ledger balance, as cash flows from financing activities. 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, 2026 and December 31, 2025. 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, 2026 and December 31, 2025 and $98 million in restricted cash for purposes of redeeming the 8.625% senior secured notes due 2027, in the first quarter of 2026, on our consolidated balance sheet as of December 31, 2025.

Current wording

We consider cash equivalents to be highly liquid investments that are readily convertible into cash. Securities with contractual maturities of three months or less, when purchased, are considered cash equivalents. We record changes in a book overdraft position, in which our bank account is not overdrawn but recently issued and outstanding checks result in a negative general ledger balance, as cash flows from financing activities. 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 September 30, 2026 and December 31, 2025. 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, 2026 and December 31, 2025, $78 million in restricted cash for purposes of redeeming the 11.125% senior secured notes due 2029, in the fourth quarter of 2026, on our consolidated balance sheet as of September 30, 2026 and $98 million in restricted cash for purposes of redeeming the 8.625% senior secured notes due 2027, in the first quarter of 2026, on our consolidated balance sheet as of December 31, 2025.

Previous wording

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. Industry air distribution volume growth has come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth. In the first half of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years; however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air distribution bookings, and those pressures had and may continue to have a negative impact on our bookings. In the near term, we expect these trends to continue into the third quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year. 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.

Current wording

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. Industry air distribution volume growth has come under pressure due to conflict in the Middle East, which may continue into the future and could impact our rate of growth. In the first three quarters of 2026, we have experienced year-on-year bookings growth due to implementation of certain commercial wins from recent years; however, the onset of the conflict in the Middle East and resulting increase in fuel prices created headwinds that impacted air distribution bookings, and those pressures had and may continue to have a negative impact on our bookings. In the near term, we expect these trends to continue into the fourth quarter of 2026 and anticipate low-to-mid-single-digit air bookings growth for the year. These changes have had, and we believe they will continue to have, a significant 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.

Previous wording

In 2024 and 2025, we refinanced and extended the maturity on portions of our debt, which increased our interest rates at the time of these transactions and reduced our liquidity due to our utilizing cash from our balance sheet. In addition, during this period, we repaid debt using cash from our balance sheet of $96 million. Further, we used proceeds of $822 million from the sale of Hospitality Solutions to pay down debt and added approximately $135 million of cash to the balance sheet, in accordance with the terms of the Amended and Restated Credit Agreement, dated as of February 19, 2013 (the "Amended and Restated Credit

Current wording

In 2024 and 2025, we refinanced and extended the maturity on portions of our debt, which increased our interest rates at the time of these transactions and reduced our liquidity due to our utilizing cash from our balance sheet. In addition, during this period, we repaid debt using cash from our balance sheet of $96 million. Further, we used proceeds of $822 million from the sale of Hospitality Solutions to pay down debt and added approximately $135 million of cash to the balance sheet, in accordance with the terms of the Amended and Restated Credit Agreement, dated as of February 19, 2013 (the "Amended and Restated Credit Agreement"). In 2026, we refinanced portions of our debt, which reduced our interest rates and extended the maturities on the related debt. We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds.

Previous wording

In 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively flat when compared to 2025. Costs associated with this program are expected to be approximately $65 million, with the significant majority of disbursements occurring in 2026. We are currently evaluating measures to enhance our financial position, which may include implementing additional refinancings, profit improvement initiatives, and other operational efficiencies; these actions may result in the incurrence of initial upfront costs.

Current wording

In 2026, we continued to implement a program that began in the fourth quarter of 2025, designed to largely offset normal inflationary pressures over the next two to three years, with the goal of keeping technology costs and selling, general and administrative costs relatively comparable to 2025. Costs associated with this program are expected to be approximately $65 million, with the significant majority of disbursements occurring in 2026. We are currently evaluating measures to enhance our financial position, which may include implementing additional refinancings, profit improvement initiatives, and other operational efficiencies; these actions may result in the incurrence of initial upfront costs.

Previous wording

We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long-term liabilities. Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment. Cash provided by operations for full year 2026 is expected to be approximately $25 million and free cash flow is expected to be approximately negative $65 million, driven primarily by the impact of restructuring costs associated with the inflation offset program.

Current wording

We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long-term liabilities. Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment. Cash provided by operations for full year 2026 is expected to be approximately $45 million and free cash flow is expected to be approximately negative $50 million, driven primarily by the impact of restructuring costs associated with the inflation offset program.

Previous wording

On July 4, 2025, tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We have accounted for the effects of the OBBBA in our consolidated financial statements, and certain provisions of OBBBA, such as the reinstatement of bonus depreciation, full expensing of R&D expenses, and increases in the limitation of interest deductibility, have provided a U.S. federal cash tax benefit for 2025. Countries primarily in Europe continue to propose DSTs in addition to countries that have already enacted DSTs. DSTs are assessed 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. Canada repealed their DST on March 26, 2026, and we reversed our accrual for these taxes. As DSTs are proposed, enacted or changed in jurisdictions around the world, we monitor such legislation and determine its applicability to our operations in these jurisdictions. We record DST in selling, general and administrative costs in the consolidated statements of operations.

Current wording

On July 4, 2025, tax legislation commonly referred to as the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We have accounted for the effects of the OBBBA in our consolidated financial statements, and certain provisions of OBBBA, such as the reinstatement of bonus depreciation, full expensing of R&D expenses, and increases in the limitation of interest deductibility, have provided a U.S. federal cash tax benefit for 2025. We continue to monitor the conformity or non conformity to OBBBA by the states in which we have a presence to determine impact to income tax. Countries primarily in Europe continue to propose DSTs in addition to countries that have already enacted DSTs. DSTs are assessed 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. Canada repealed their DST on March 26, 2026, and we reversed our accrual for these taxes. As DSTs are proposed, enacted or changed in jurisdictions around the world, we monitor such legislation and determine its applicability to our operations in these jurisdictions. We record DST in selling, general and administrative costs in the consolidated statements of operations.

Previous wording

As of June 30, 2026, our outstanding debt totaled $4.3 billion, which is net of debt issuance costs and unamortized discounts of $168 million. During 2024 and 2025, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. Through June 4, 2025, the 2023 term loan credit agreement governing the senior secured term loan due 2028 (the “2028 Term Loan") provided the ability for interest to be payable-in-kind, such that amounts due were capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt. On June 4, 2025, we repaid all outstanding borrowings under the 2028 Term Loan. Currently interest rates on the majority of our debt, net of cash and hedging impacts from interest rate swaps, is fixed, such that we are not significantly impacted by changes in interest rates.

Current wording

As of September 30, 2026, our outstanding debt totaled $4.4 billion, which is net of debt issuance costs and unamortized discounts of $247 million. During 2024 and 2025, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. Through June 4, 2025, the 2023 term loan credit agreement governing the senior secured term loan due 2028 (the “2028 Term Loan") provided the ability for interest to be payable-in-kind, such that amounts due were capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt. On June 4, 2025, we repaid all outstanding borrowings under the 2028 Term Loan. Currently interest rates on the majority of our debt, net of cash, is fixed, such that we are not significantly impacted by changes in interest rates.