Discontinued Operations and Dispositions

3 Months Ended

Mar. 31, 2026

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations and Dispositions

On April 27, 2025, we entered into a definitive purchase agreement with an affiliate of TPG (the “Buyer”), an unrelated party, pursuant to which the Buyer agreed to purchase our Hospitality Solutions business, and on July 3, 2025, we closed the transaction for estimated cash proceeds of $965 million, net. In the first quarter of 2026, we finalized our net working capital adjustments, resulting in an additional $4 million of cash proceeds for final cash proceeds of $969 million, net. Cash proceeds are net of cash acquired by the Buyer, fees, and estimated taxes. We recognized a pre-tax gain on sale of $821 million (after-tax $723 million) in the third quarter of 2025, which is recorded in other, net, within discontinued operations in our consolidated statements of operations during the year ended December 31, 2025. Adjustments to the gain in the fourth quarter of 2025 and the first quarter of 2026 were immaterial. The operating results of our Hospitality Solutions business are presented as discontinued operations in our consolidated statements of operations for all periods presented. The presentation of discontinued operations excludes general corporate overhead and other costs that do not meet the requirements to be presented as discontinued operations. Interest expense associated with the debt that was required to be repaid with the proceeds from the Hospitality Solutions Sale as well as the related loss on extinguishment of debt is classified as discontinued operations within our results of operations in the prior year period. See Note 8. Debt for further details.

In connection with the closing of the Hospitality Solutions Sale, we entered into transition services agreements ("TSA") with the Buyer, under which we provide transition services consisting of technology, employment, administrative and other services for up to an eighteen month period to help provide for an orderly transition and facilitate the ongoing operations of the Hospitality Solutions business following the close. Consideration received under the agreements is primarily based on actual costs incurred for each service provided. Amounts due for transition services provided to the Hospitality Solutions business under the TSA, net of direct and incremental costs to provide the services, are recorded to other, net, within continuing operations in our consolidated statements of operations during the three months ended March 31, 2026 and presented within the operating activities section of the statement of cash flows. Service charges under the TSA were approximately $23 million for the three months ended March 31, 2026 and cash receipts related to the TSA charges were approximately $13 million for the three months ended March 31, 2026. Under the TSA, we also collect funds and make payments on behalf of Hospitality Solutions. These net receipts or payments are presented as Net Receipts (Payments) on Behalf under TSA within the financing activities section of the statement of cash flows.

Additionally, at the time of sale, Hospitality Solutions entered into certain long-term agreements with us to continue to utilize our Marketplace for bookings which generates revenue for us. Consideration received under these revenue agreements has been assessed and determined to be at fair value. Revenue earned and cash received since the closing of the Hospitality Solutions Sale related to these agreements was approximately $16 million and $12 million, respectively, for the three months ended March 31, 2026. Historically, Travel Solutions recognized inter-segment revenue for bookings generated by our Hospitality Solutions business. Revenue that was previously eliminated but is now in our results of continuing operations was $11 million for the three months ended March 31, 2025.

The following table presents the major categories of income from discontinued operations related to the Hospitality Solutions business (in thousands):


	Three Months Ended March 31,
	2026		2025
Revenue	$	—	$	85,209
Cost of revenue, excluding technology costs	—		38,957
Technology costs	184		20,919
Selling, general and administrative	133		13,329
Operating income	(317)		12,004
Other expense:
Interest expense, net	—		(19,563)
Loss on extinguishment of debt	—		—
Other, net	(558)		1,070
Total other expense, net	(558)		(18,493)
Loss from discontinuing operations before income taxes	(875)		(6,489)
Provision (benefit) for income taxes(1)	511		(45,414)
Net (loss) income from discontinued operations	$	(1,386)	$	38,925

______________________

(1) We used an intra-period tax allocation to allocate the provision for income taxes for all periods presented between continuing operations and discontinued operations.

The following table presents selected financial information related to cash flows from discontinued operations for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Cash used in operating activities	$	(971)	$	(16,643)
Cash provided by (used in) investing activities	4,389		(1,019)

Cash provided by (used in) discontinued operations	$	3,418	$	(17,662)