What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-26 · 54 added, 16 removed, 258 unchanged (21% of the section changed)

11 unchanged sentences

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as this term is defined in Exchange Act Rule 13a-15(f)) during the year ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control over financial reporting (as this term is defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

We continue to monitor and assess the COVID-19 situation on our internal controls to help minimize the impact on their design and operating effectiveness.

OTHER INFORMATION

30 unchanged sentences

The 2016 Omnibus Plan serves as a successor to the 2014 Omnibus Plan and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation and other stock-based awards.

All shares available for future grants, along with shares that were covered by prior awards of stock options granted under the 2016 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of

Sabre Corporation common stock, have been transferred to the 2019 Omnibus Plan.

Therefore, as of December 31, 2020, no shares remained available for future grants under the 2016 Omnibus Plan.

30 unchanged sentences

(incorporated by reference to Exhibit 2.1 of Sabre’s Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2015).

3.1 Fo urth Amended and Restated Certificate of Incorporation of Sabre Corporation (incorporated by reference to Exhibit 3.1 of Sabre’s Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on April 2 4 , 2014).

3.1 Fourth Amended and Restated Certificate of Incorporation of Sabre Corporation (incorporated by reference to Exhibit 3.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019).

3.54 Fourth Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.2 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018).

3.55 Fifth Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.2 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019).

3.2 Sixth Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.1 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2020).

5 unchanged sentences

4.5 Form of 5.250% Senior Secured Notes due 2023 (included in Exhibit 4.4).

4.6* Description of Sabre Corporation’s S ecurities R egistered P ursuant to Section 12 of the Securities Exchange Act of 1934 .

4.6* Description of Sabre Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

10.1 Loan Agreement, dated March 29, 2007, between Sabre Headquarters, LLC, as borrower, and JPMorgan Chase Bank, N.A., as lender (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).

23 unchanged sentences

2012 Management Equity Incentive Plan (incorporated by reference to Exhibit 10.21 of Sabre Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).

10.14+ Employment Agreement by and between Sovereign Holdings, Inc.

and Rick Simonson, dated March 5, 2013 (incorporated by reference to Exhibit 10.33 of Sabre Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).

10.14 Amendment No.

81 unchanged sentences

Number Description of Exhibits

10.74+ Form of Award Agreement for Long-Term Cash Program under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.01 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 6, 2020).

10.75 Indenture, dated as of April 17, 2020, among Sabre GLBL Inc., each of the guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2020).

10.76 Form of 9.250% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.

1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2020).

10.77 Indenture, dated as of April 17, 2020, among Sabre GLBL Inc., Sabre Corporation, Sabre Holdings Corporation and Wells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.3 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2020).

10.78 Form of 4.000% Exchangeable Senior Notes due 2025 (incorporated by reference to Exhibit 4.

3 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2020).

10.79 Pledge and Security Agreement, dated April 17, 2020, among Sabre GLBL, Inc., Sabre Holdings Corporation, the subsidiary guarantor party thereto and Wells Fargo Bank, National Association, as collateral agent ((incorporated by reference to Exhibit 10.1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2020).

10.80+ Form of Non-Employee Director Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.80 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).

10.81+ Form of Executive Officer Stock Option Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.81 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).

10.82+ Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.82 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).

10.83+ Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.83 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).

10.84+ Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.84 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.85+ Form of Executive Officer Stock Option Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.85 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.86+ Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.86 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.87+ Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.87 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.88+ Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.88 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.89+ Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.89 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.90+ Form of Non-Employee Director Restricted Stock Unit Grant Agreement (Initial Grant) under the Sabre Corporation 2019 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.90 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.91+ Letter Agreement by and between Sabre Corporation and Roshan Mendis, dated June 2, 2020 (incorporated by reference to Exhibit 10.91 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.92+ Letter Agreement by and between Sabre Corporation and David D.

Moore, dated June 3, 2020 (incorporated by reference to Exhibit 10.92 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).

10.93 Indenture, dated as of August 27, 2020, among Sabre GLBL Inc., each of the guarantors party thereto and Wells Fargo Bank, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2020).

10.94 Form of 7.375% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2020).

Number Description of Exhibits

10.95 Pledge and Security Agreement, dated as of August 27, 2020, among Sabre GLBL Inc., Sabre Holdings Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as collateral agent.

(incorporated by reference to Exhibit 10.1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2020).

10.96+ Letter Agreement between Sabre Corporation and Shawn Williams dated July 15, 2020 (incorporated by reference to Exhibit 10.94 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).

10.97+ Letter Agreement between Sabre Corporation and Scott Wilson, dated July 30, 2020 (incorporated by reference to Exhibit 10.95 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).

10.98 Amendment Number 3, dated as of August 1, 2020 to that certain Master Services Agreement dated as of November 1, 2015 by and between DXC Technology Services LLC (successor in interest to HP Enterprises, LLC) and Sabre GLBL (incorporated by reference to Exhibit 10.96 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).**

10.99 Indenture, dated as of August 27, 2020, among Sabre GLBL Inc.

each of the guarantors party thereto and Wells Fargo Bank National Association, as trustee and collateral agent incorporated by reference to Exhibit 10.97 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).

10.100 Form of 7.375% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 10.97 of Sabre’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).

10.101 Amendment No.

3 to Amended and Restated Credit Agreement, dated December 17, 2020, among Sabre GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020).

10.102 Sixth Term A Loan Refinancing and Incremental Amendment to Amended and Restated Credit Agreement, dated December 17, 2020, among Sabre GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent, Bank of America, N.A., as the 2020 Other Term B Lender and Bank of America, N.A., as the 2020 Incremental Term Lender (incorporated by reference to Exhibit 10.2 of Sabre’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020).

10.103* Amended and Restated Master Services Agreement entered into as of August 1, 2020 by and between Sabre GLBL Inc.

and DXC Technology Services LLC.**

10.104* Amended and Restated Service Agreement No.

1 effective as of August 1, 2020 by and between Sabre GLBL Inc.

and DXC Technology Services LLC.**

21.1* List of Subsidiaries

16 unchanged sentences

* Filed herewith.

** Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

The omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed.

We agree to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.

FORM 10-K SUMMARY

24 unchanged sentences

/s/ Renée James Director February 25, 2021

/s/ Lawrence W.

Kellner Director February 26, 2020

/s/ Gary Kusin Director February 25, 2021

/s/ Gail Mandel Director February 25, 2021

/s/ Judy Odom Director February 25, 2021

2 unchanged sentences

/s/ Zane Rowe Director February 25, 2021

/s/ Gregg Saretsky Director February 25, 2021

Gregg Saretsky

/s/ John Scott Director February 25, 2021

/s/ John Siciliano Director February 25, 2021

8 unchanged sentences

End of Period

Allowance for Doubtful Accounts

Allowance for Credit Losses

Year Ended December 31, 2020 $ 57.7 $ 65.7 $ ( 25.8 ) $ 97.6

5 unchanged sentences

Year ended December 31, 2018 $ 59.0 $ 4.7 $ ( 4.4 ) $ 59.3

Reserve for Value-Added Tax Receivables

Year Ended December 31, 2019 $ — $ — $ — $ —

Year ended December 31, 2018 $ — $ — $ — $ —

Year ended December 31, 2017 $ 0.3 $ — $ ( 0.3 ) $ —

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-K

Item 9A. Controls and Procedures