Sabre Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements and Supplementary Data Consolidated Financial Statements: Reports of Independent Registered Public Accounting Firm 58 Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018 62 Consolidated Statements of Other Comprehensive (Loss) Income for the Years Ended December 31, 2020, 2019 and 2018 63 Consolidated Balance Sheets as of December 31, 2020 and 2019 64 Consolidated Statements of Cash Flows for the Years Ended December 31, 2020, 2019 and 2018 65 Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020, 2019 and 2018 66 Notes to Consolidated Financial Statements 67 Financial Statement Schedules: Schedule II — Valuation and Qualifying Accounts as of December 31, 2020, 2019 and 2018 119 57 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sabre Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive (loss) income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “ consolidated financial statements ” ). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company ’ s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2021 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Measurement of IT Solutions Revenue Description of the Matter As discussed in Note 2 of the financial statements, the Company recognized $595 million of IT Solutions revenue. IT Solutions customer agreements are long-term contracts that frequently contain multiple performance obligations. Judgment exists in determining which performance obligations are distinct and accounted for separately. These contracts also contain variable consideration in the form of tiered pricing, contractual minimums or discounts. Judgment exists in estimating the total contract consideration and allocating amounts to each distinct performance obligation. Contracts with variable consideration may require forecasts over the term of the contract to determine the appropriate rate used to recognize revenue. Auditing management’s recognition of IT Solutions revenue was complex and involved a high degree of judgment because of the significant management judgments and estimates required to identify the distinct performance obligations, estimate and allocate contract consideration, and determine the rate used to recognize revenue. 58 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls related to the Company’s process for recognizing IT Solutions revenue, including management’s review of the significant judgments and estimates used in the identification of distinct performance obligations, the estimation and allocation of amounts to each performance obligation, the estimation of revenue to constrain, and the determination of the rate used to recognize revenue. Our audit procedures included, among others, testing management’s identification of the distinct performance obligations based on terms in the contracts and the Company’s policies. Our procedures also included testing the judgments and estimates used to determine the rate to recognize revenue and estimation of revenue to constrain, based on the contractual minimums, tiered pricing and other discounts, current economic conditions and customer concessions. To test the calculation of the amount of consideration allocated to each distinct performance obligation, we performed procedures to test management’s judgments and assumptions related to the allocation of consideration to each distinct performance obligation. Our procedures included an evaluation of the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculation of revenue recognized. We have also evaluated the adequacy of the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these revenue recognition matters. Uncertain Tax Positions Description of the Matter As discussed in Note 7 of the financial statements, the Company operates in the United States and multiple international jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge income tax positions on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, 2020, the Company accrued liabilities of $96 million for uncertain tax positions, including penalties and interest. Auditing management’s estimate of the amount of tax benefit that qualifies for recognition involved auditor judgment and use of tax professionals with specialized skills and knowledge to evaluate the Company’s interpretation of, and compliance with, tax laws and legal rulings across its multiple subsidiaries located in multiple taxing jurisdictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions. Among other procedures performed, we involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also evaluated the appropriateness of the Company’s accounting for its tax positions taking into consideration relevant information, local income tax laws, and legal rulings. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We have also evaluated the adequacy of the Company’s income tax disclosures included in Note 7 in relation to these tax matters. 59 Estimates Impacted by Coronavirus (COVID-19) Description of the Matter As discussed in Note 1 of the financial statements, the Company utilizes estimates in evaluating the recoverability of the carrying value of long-lived assets and goodwill, capitalized implementation costs, subscriber payments, accounts receivable and reserves for estimated air booking cancellations. The COVID-19 pandemic has had a significant and adverse impact on the Company as well as its customers. As the extent and duration of the impact is unknown, there is a high degree of uncertainty around transaction volumes in the global travel industry, which results in significant judgment in determining the underlying forecasted cash flows and other key assumptions utilized in these estimates to evaluate the recoverability of these assets and the amount of the cancellation reserve. Auditing management’s judgments in estimating forecasted cash flows was complex and involved a high degree of judgment because of the high degree of uncertainty around future transaction volumes in the global travel industry, including forecasted airline booking cancellations. Additionally, the assumptions are affected by future market and economic conditions, airline insolvency, suspension of travel services or actions taken by local governments that may reduce travel and hospitality activities. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls related to estimating the recoverability of the carrying value of long-lived assets and goodwill, capitalized implementation costs, subscriber payments and accounts receivable, as well as controls related to estimating future airline booking cancellations impacting the determination of the air booking cancellation reserve, including management’s review of the significant judgments in the cash flow forecasts. We also tested controls over management’s review of the data used in their cash flow forecasts. Our audit procedures included, among others, assessing methodologies and testing the significant assumptions in the cash flow forecasts and the underlying data used by the Company in its analyses, including the estimated period in which travel will return to pre pandemic volumes. For example, we performed procedures to test significant assumptions related to future air booking cancellation activity and performed sensitivity analyses to evaluate how those assumptions affect the air booking cancellation reserve. We also compared projected cash flows to the Company’s historical cash flows and other available industry and general economic information and performed sensitivity analyses of the significant assumptions in evaluating the recoverability of the related assets. /s/ Ernst & Young LLP We have served as the Company ’ s auditor since 1993. Dallas, Texas February 25, 2021 60 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sabre Corporation Opinion on Internal Control over Financial Reporting We have audited Sabre Corporation ’ s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 25, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Dallas, Texas February 25, 2021 61 SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2020 2019 2018 Revenue $ 1,334,100 $ 3,974,988 $ 3,866,956 Cost of revenue, excluding technology costs 579,010 1,726,157 1,654,376 Technology costs 1,156,723 1,285,204 1,098,641 Selling, general and administrative 586,406 600,210 551,923 Operating (loss) income ( 988,039 ) 363,417 562,016 Other income (expense): Interest expense, net ( 235,091 ) ( 156,391 ) ( 157,017 ) Loss on extinguishment of debt ( 21,626 ) — ( 633 ) Equity method (loss) income ( 2,528 ) 2,044 2,556 Other, net ( 66,961 ) ( 9,432 ) ( 8,509 ) Total other expense, net ( 326,206 ) ( 163,779 ) ( 163,603 ) (Loss) income from continuing operations before income taxes ( 1,314,245 ) 199,638 398,413 Provision for income taxes ( 39,913 ) 35,326 57,492 (Loss) income from continuing operations ( 1,274,332 ) 164,312 340,921 Income (loss) from discontinued operations, net of tax 2,788 ( 1,766 ) 1,739 Net (loss) income ( 1,271,544 ) 162,546 342,660 Net income attributable to noncontrolling interests 1,200 3,954 5,129 Net (loss) income attributable to Sabre Corporation ( 1,272,744 ) 158,592 337,531 Preferred stock dividends 7,659 — — Net (loss) income attributable to common stockholders $ ( 1,280,403 ) $ 158,592 $ 337,531 Basic net (loss) income per share attributable to common stockholders: (Loss) income from continuing operations $ ( 4.43 ) $ 0.58 $ 1.22 Income (loss) from discontinued operations 0.01 ( 0.01 ) 0.01 Net (loss) income per common share $ ( 4.42 ) $ 0.57 $ 1.23 Diluted net (loss) income per share attributable to common stockholders: (Loss) income from continuing operations $ ( 4.43 ) $ 0.58 $ 1.21 Income (loss) from discontinued operations 0.01 ( 0.01 ) 0.01 Net (loss) income per common share $ ( 4.42 ) $ 0.57 $ 1.22 Weighted-average common shares outstanding: Basic 289,855 274,168 275,235 Diluted 289,855 276,217 277,518 Dividend per common share $ 0.14 $ 0.56 $ 0.56 See Notes to Consolidated Financial Statements. 62 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (In thousands) Year Ended December 31, 2020 2019 2018 Net (loss) income $ ( 1,271,544 ) $ 162,546 $ 342,660 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ("CTA") 7,698 ( 1,946 ) ( 3,651 ) Retirement-related benefit plans: Net actuarial loss, net of taxes of $ 3,447 , $ 2,379 and $ 6,223 ( 11,778 ) ( 8,269 ) ( 19,143 ) Pension settlement, net of taxes of $( 4,066 ), $ — , $ — 14,005 — — Amortization of prior service credits, net of taxes of $ 321 , $ 321 and $ 321 ( 1,111 ) ( 1,111 ) ( 1,112 ) Amortization of actuarial losses, net of taxes of $( 1,934 ), $( 1,400 ) and $( 1,624 ) 6,677 5,421 5,739 Net change in retirement-related benefit plans, net of tax 7,793 ( 3,959 ) ( 14,516 ) Derivatives: Unrealized (losses) gains, net of taxes of $ 5,571 , $ 4,497 and $ 1,474 ( 20,521 ) ( 15,217 ) ( 6,842 ) Reclassification adjustment for realized losses, net of taxes of $( 4,959 ), $( 1,469 ) and $( 1,248 ) 17,890 5,507 3,677 Net change in derivatives, net of tax ( 2,631 ) ( 9,710 ) ( 3,165 ) Share of other comprehensive income (loss) of equity method investments 489 ( 967 ) ( 635 ) Other comprehensive income (loss) 13,349 ( 16,582 ) ( 21,967 ) Comprehensive (loss) income ( 1,258,195 ) 145,964 320,693 Less: Comprehensive income attributable to noncontrolling interests ( 1,200 ) ( 3,954 ) ( 5,129 ) Comprehensive (loss) income attributable to Sabre Corporation $ ( 1,259,395 ) $ 142,010 $ 315,564 See Notes to Consolidated Financial Statements. 63 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) December 31, 2020 2019 Assets Current assets Cash and cash equivalents $ 1,499,665 $ 436,176 Accounts receivable, net 255,468 546,533 Prepaid expenses and other current assets 132,972 139,211 Total current assets 1,888,105 1,121,920 Property and equipment, net of accumulated depreciation 363,491 641,722 Equity method investments 24,265 27,494 Goodwill 2,636,546 2,633,251 Acquired customer relationships, net of accumulated amortization 289,150 311,015 Other intangible assets, net of accumulated amortization 222,216 262,638 Deferred income taxes 24,181 21,812 Other assets, net 629,768 670,105 Total assets $ 6,077,722 $ 5,689,957 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 115,229 $ 187,187 Accrued compensation and related benefits 86,830 94,368 Accrued subscriber incentives 100,963 316,254 Deferred revenues 99,470 84,661 Other accrued liabilities 193,383 189,548 Current portion of debt 26,068 81,614 Tax Receivable Agreement — 71,911 Total current liabilities 621,943 1,025,543 Deferred income taxes 72,744 107,402 Other noncurrent liabilities 380,621 347,522 Long-term debt 4,639,782 3,261,821 Commitments and contingencies (Note 17) Stockholders’ equity Preferred stock; $ 0.01 par value, 225,000 authorized, 3,340 and no shares issued and outstanding as of December 31, 2020 and 2019, respectively; aggregate liquidation value of $ 334,000 and $ — as of December 31, 2020 and 2019, respectively 33 — Common stock: $ 0.01 par value; 1,000,000 authorized shares; 338,662 and 294,319 shares issued, 317,297 and 273,733 shares outstanding at December 31, 2020 and 2019, respectively 3,387 2,943 Additional paid-in capital 3,052,953 2,317,544 Treasury stock, at cost, 21,365 and 20,587 shares at December 31, 2020 and 2019, respectively ( 474,790 ) ( 468,618 ) Accumulated deficit ( 2,090,022 ) ( 763,482 ) Accumulated other comprehensive loss ( 135,957 ) ( 149,306 ) Noncontrolling interest 7,028 8,588 Total stockholders’ equity 362,632 947,669 Total liabilities and stockholders’ equity $ 6,077,722 $ 5,689,957 See Notes to Consolidated Financial Statements. 64 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2020 2019 2018 Operating Activities Net (loss) income $ ( 1,271,544 ) $ 162,546 $ 342,660 Adjustments to reconcile net (loss) income to cash provided by operating activities: Depreciation and amortization 363,743 414,621 413,344 Amortization of upfront incentive consideration 74,677 82,935 77,622 Stock-based compensation expense 69,946 66,885 57,263 Provision for expected credit losses 65,710 20,563 7,749 Deferred income taxes ( 46,234 ) ( 22,925 ) 43,099 Acquisition termination fee 24,811 — — Loss on extinguishment of debt 21,626 — 633 Amortization of debt discount and issuance costs 18,939 3,972 3,981 Pension settlement charge 18,071 — — Facilities-related charges 5,816 — — Impairment and related charges 8,684 — — (Income) loss from discontinued operations ( 2,788 ) 1,766 ( 1,739 ) Other 7,981 2,085 2,916 Changes in operating assets and liabilities: Accounts and other receivables 204,970 ( 33,911 ) ( 45,586 ) Prepaid expenses and other current assets ( 1,908 ) 1,145 14,362 Capitalized implementation costs ( 17,301 ) ( 28,588 ) ( 39,168 ) Upfront incentive consideration ( 27,445 ) ( 71,447 ) ( 88,735 ) Other assets 16,012 38,795 ( 29,607 ) Accrued compensation and related benefits ( 15,317 ) ( 17,469 ) ( 15,044 ) Accounts payable and other accrued liabilities ( 304,051 ) ( 27,232 ) ( 27,080 ) Deferred revenue including upfront solution fees 15,357 ( 12,481 ) 8,127 Cash (used in) provided by operating activities ( 770,245 ) 581,260 724,797 Investing Activities Proceeds from sale of property 68,504 — — Additions to property and equipment ( 65,420 ) ( 115,166 ) ( 283,940 ) Acquisitions, net of cash acquired — ( 107,462 ) — Other investing activities ( 4,375 ) ( 20,398 ) 8,681 Cash used in investing activities ( 1,291 ) ( 243,026 ) ( 275,259 ) Financing Activities Proceeds of borrowings from lenders 2,982,000 45,000 — Payments on borrowings from lenders ( 1,533,597 ) ( 106,560 ) ( 47,310 ) Proceeds from issuance of preferred stock, net 322,885 — — Proceeds from issuance of common stock, net 275,003 — — Debt prepayment fees and issuance costs ( 77,878 ) — ( 1,567 ) Payments on Tax Receivable Agreement ( 71,958 ) ( 101,482 ) ( 58,908 ) Cash dividends paid to common stockholders ( 38,544 ) ( 153,508 ) ( 154,080 ) Net (payments) receipts on the settlement of equity-based awards ( 5,996 ) ( 5,736 ) 2,040 Dividends paid on preferred stock ( 5,850 ) — — Repurchase of common stock — ( 77,636 ) ( 26,281 ) Other financing activities ( 8,324 ) ( 9,799 ) ( 20,400 ) Cash provided by (used in) financing activities 1,837,741 ( 409,721 ) ( 306,506 ) Cash Flows from Discontinued Operations Cash used in operating activities ( 2,932 ) ( 2,383 ) ( 1,895 ) Cash used in discontinued operations ( 2,932 ) ( 2,383 ) ( 1,895 ) Effect of exchange rate changes on cash and cash equivalents 216 781 6,747 Increase (decrease) in cash and cash equivalents 1,063,489 ( 73,089 ) 147,884 Cash and cash equivalents at beginning of period 436,176 509,265 361,381 Cash and cash equivalents at end of period $ 1,499,665 $ 436,176 $ 509,265 Cash payments for income taxes $ 24,505 $ 55,137 $ 57,629 Cash payments for interest $ 186,235 $ 157,648 $ 156,041 Capitalized interest $ 2,508 $ 5,085 $ 8,823 Non-cash additions to property and equipment $ — $ 33,136 $ — See Notes to Consolidated Financial Statements. 65 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands, except share data) Stockholders’ Equity (Deficit) Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Stockholders' Equity Shares Amount Shares Amount Shares Amount Balance at December 31, 2017 — — 289,137,901 $ 2,891 $ 2,174,187 14,795,726 $ ( 341,846 ) $ ( 1,053,446 ) $ ( 88,484 ) $ 5,198 $ 698,500 Comprehensive income — — — — — — — 337,531 ( 44,240 ) 5,129 298,420 Common stock dividends — — — — — — — ( 154,080 ) — — ( 154,080 ) Repurchase of common stock — — — — — 1,075,255 ( 26,281 ) — — — ( 26,281 ) Settlement of stock-based awards — — 2,526,053 26 11,969 440,557 ( 9,853 ) — — — 2,142 Stock-based compensation expense — — — — 57,263 — — — — — 57,263 Adoption of New Accounting Standard — — — — — — — 101,429 — — 101,429 Dividends paid to non-controlling interest on subsidiary common stock — — — — — — — — — ( 3,122 ) ( 3,122 ) Balance at December 31, 2018 — — 291,663,954 2,917 2,243,419 16,311,538 ( 377,980 ) ( 768,566 ) ( 132,724 ) 7,205 974,271 Comprehensive income — — — — — — — 158,592 ( 16,582 ) 3,954 145,964 Common stock dividends — — — — — — — ( 153,508 ) — — ( 153,508 ) Repurchase of common stock — — — — — 3,673,768 ( 77,636 ) — — — ( 77,636 ) Settlement of stock-based awards — — 2,655,463 26 7,240 601,546 ( 13,002 ) — — — ( 5,736 ) Stock-based compensation expense — — — — 66,885 — — — — — 66,885 Dividends paid to non-controlling interest on subsidiary common stock — — — — — — — — — ( 2,571 ) ( 2,571 ) Balance at December 31, 2019 — — 294,319,417 2,943 2,317,544 20,586,852 ( 468,618 ) ( 763,482 ) ( 149,306 ) 8,588 947,669 Comprehensive loss — — — — — — — ( 1,272,744 ) 13,349 1,200 ( 1,258,195 ) Common stock dividends — — — — — — — ( 38,544 ) — — ( 38,544 ) Issuance of preferred stock, net 3,340,000 33 — — 322,852 — — — — — 322,885 Issuance of common stock, net — — 41,071,429 411 274,592 — — — — — 275,003 Preferred stock dividend (1) — — — — — — — ( 7,659 ) — — ( 7,659 ) Equity component of the exchangeable notes, net — — — — 67,876 — — — — — 67,876 Settlement of stock-based awards — — 3,271,114 33 143 778,375 ( 6,172 ) — — — ( 5,996 ) Stock-based compensation expense — — — — 69,946 — — — — — 69,946 Dividends paid to non-controlling interest on subsidiary common stock — — — — — — — — — ( 2,760 ) ( 2,760 ) Adoption of New Accounting Standard — — — — — — — ( 7,593 ) — — ( 7,593 ) Balance at December 31, 2020 3,340,000 $ 33 338,661,960 $ 3,387 $ 3,052,953 21,365,227 $ ( 474,790 ) $ ( 2,090,022 ) $ ( 135,957 ) $ 7,028 $ 362,632 (1) Our mandatory convertible preferred stock accumulates cumulative dividends at an annual rate of 6.50 %. See Notes to Consolidated Financial Statements. 66 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Business and Significant Accounting Policies Description of Business Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours,” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. We connect people and places with technology that reimagines the business of travel. We operate through two business segments: (i) Travel Solutions, our global travel marketplace for travel suppliers and travel buyers, a broad portfolio of software technology products and solutions for airlines and other travel suppliers, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. Recent Events The travel industry continues to be adversely affected by the global health crisis due to the outbreak of the coronavirus ("COVID-19") in January 2020, as well as by government directives that have been enacted to slow the spread of the virus. This pandemic had a material impact to our consolidated financial results for the year ended December 31, 2020, resulting in a material decrease in transaction-based revenue across both of our business units compared to the prior year. Lower global distribution system ("GDS") volumes resulted in a material decline in incentive consideration costs, as expected. The reduction in revenues as the result of COVID-19 has significantly adversely affected our liquidity. We have responded with measures to increase our cash position, including our previously disclosed suspension of common stock dividends and share repurchases under our multi-year share repurchase program (the "Share Repurchase Program"), borrowing under our existing revolving credit facility, and the completion of debt and equity offerings. See Note 9. Debt and Note 13. Stock and Stockholders’ Equity for further information. We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the magnitude of travel decline and the unknown duration of the COVID-19 impact, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. As noted above, we substantially completed the strategic realignment of our airline and agency-focused businesses during the third quarter of 2020 to address the changing travel landscape and to respond to the impacts of the COVID-19 pandemic on our business and cost structure. See Note 4. Restructuring Activities for further details on the costs incurred related to restructuring activities. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Cancellations of airline travel reservations prior to the day of departure are estimated based on the historical level of cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates. Revenue during 2020, particularly in the second quarter, was negatively impacted by increased cancellation activity. See Note 2. Revenue from Contracts with Customers for further information regarding our cancellation reserve and the impact of cancellations on revenue during the year ended December 31, 2020. Given the unprecedented amount of air booking cancellations during 2020, we expect variability in the amount of our cancellation reserve in future periods as estimates of cancellations may differ from historical and recent experience. Additionally, our provision for expected credit losses for the year ended December 31, 2020 was $ 66 million, primarily related to fully reserving for aged balances related to certain customers, bankruptcy-related reserves, an increase in our forecasted credit losses due to the impact of the COVID-19 pandemic on the global economy and other general increases in bad debt from aging balances as applied under the newly adopted credit loss standard. See Note 8. Credit Losses. We updated our goodwill assessment on a qualitative basis and reviewed our other long-lived assets including intangible assets as of December 31, 2020, and did not identify any material impairments. See Note 5. Goodwill and Intangible Assets for further information about our goodwill assessment. As we cannot predict the duration or scope of the COVID-19 pandemic, future impairments may occur and the negative financial impact to our consolidated financial statements and results of operations of potential future impairments cannot be reasonably estimated but could be material. Strategic Realignment The COVID-19 pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers. As a result in 2020, we accelerated the organizational changes we began in 2018 to address the changing travel landscape through a strategic realignment ("the Strategic Realignment") of our airline and agency-focused businesses and to respond to the impacts of the COVID-19 pandemic on our business and cost structure. The organizational changes involve the creation of a functional-oriented structure to further enhance our long-term growth opportunities and help deliver new retailing, distribution and fulfillment solutions to the travel marketplace. As a result of the Strategic Realignment, we now operate our business and present our results through two business segments, effective the third quarter of 2020: (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology 67 products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments have been consolidated into a unified revenue and expense structure now reported as the Travel Solutions business segment. The historical results of the Hospitality Solutions reporting segment have not changed. Additionally, we have reclassified expenses on our statement of operations to provide additional clarification on our costs by separating technology costs from cost of revenue and moving certain expenses previously classified as cost of revenue to selling, general and administrative to align with the current leadership and operational organizational structure. Within our segments and results of operations, cost of revenue, excluding technology costs primarily consists of costs associated with the delivery and distribution of our products and services, including employee-related costs for our delivery, customer operations and call center teams, transactional-related costs, including travel agency incentive consideration for reservations made on our GDS for Travel Solutions and GDS transaction fees for Hospitality Solutions, and depreciation and amortization associated with capitalized implementation costs, certain intangible assets, and upfront incentive consideration. Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology operations including data processing and hosting, third-party software, other costs associated with the maintenance and minor enhancement of our technology, and depreciation and amortization associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets related to technology. Technology costs also include costs associated with our technology transformation efforts. 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, 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, and depreciation and amortization associated with property and equipment, acquired customer relationships, trademarks and brand names. For the year ended December 31, 2019, we reclassified $ 1,179 million from cost of revenue and $ 106 million from selling, general and administrative to technology costs. Additionally, for the year ended December 31, 2019, we reclassified $ 130 million from cost of revenue to selling, general and administrative. For the year ended December 31, 2018, we reclassified $ 997 million from cost of revenue and $ 102 million from selling, general and administrative to technology costs. Additionally, for the year ended December 31, 2018, we reclassified $ 140 million from cost of revenue to selling, general and administrative. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. The preparation of these annual financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies, which include significant estimates and assumptions, include, among other things, estimation of the collectability of accounts receivable, estimation of future cancellations of bookings processed through the Sabre GDS, revenue recognition for Software-as-a-Service ("SaaS") arrangements, determination of the fair value of assets and liabilities acquired in a business combination, determination of the fair value of derivatives, the evaluation of the recoverability of the carrying value of intangible assets and goodwill, assumptions utilized in the determination of pension and other postretirement benefit liabilities, the evaluation of the recoverability of capitalized implementation costs, assumptions utilized to evaluate the recoverability of deferred customer advance and discounts, estimation of loss contingencies, and evaluation of uncertainties surrounding the calculation of our tax assets and liabilities. Revenue Recognition Travel Solutions and Hospitality Solutions’ revenue recognition is primarily driven by GDS and reservation system transactions. Timing of revenue recognition is primarily based on the consistent provision of services in a stand-ready series SaaS environment and the amount of revenue recognized varies with the volume of transactions processed. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification ("ASC") 606. The transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Most of our contracts for GDS services and central reservation system (CRS) services for Hospitality Solutions have a single performance obligation. For Travel Solutions' IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees. In addition, at times we enter into agreements with customers to provide access to Travel Solutions’ GDS and, at or near the same time, enter into a separate agreement to provide IT solutions through SaaS and hosted delivery, resulting in multiple performance obligations within a combined agreement. 68 Our significant product and services and methods of recognition are as follows: Stand-ready series revenue recognition We recognize revenue from usage-based fees for the use of the software which represents a stand-ready performance obligation. Variability in the usage-based fee that does not align with the value provided to the customer can result in a difference between billings to the customer and the timing of contract performance and revenue recognition, which may result in the recognition of a contract asset. This can result in a requirement to forecast expected usage-based fees and volumes over the contract term in order to determine the rate for revenue recognition. This variable consideration is constrained if there is an inability to reliably forecast this revenue. Additionally, we may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. Travel Solutions —Travel Solutions generates distribution revenue for bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")). GDS services link and engage transactions between travel agents and travel suppliers. Revenue is generated from contracts with the travel suppliers as each booking is made or transaction occurs and represents a stand-ready performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Distribution revenue associated with car rental, hotel transactions and other travel providers is recognized at the time the reservation is used by the customer. Distribution revenue associated with airline travel reservations is recognized at the time of booking of the reservation, net of estimated future cancellations. Cancellations prior to the day of departure are estimated based on the historical level of cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates. Travel Solutions also generates IT solutions revenue from its product offerings including reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and booking data. Reservation system revenue is primarily generated based on the number of passengers boarded. Normally, customers are charged a fixed, upfront solutions fee and a recurring usage-based fee for the use of the software as a stand-ready performance obligation. In the context of both our reservation systems and our commercial and operations products, upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution. Hospitality Solutions —Hospitality Solutions provides technology solutions and other professional services, through SaaS and hosted delivery models, to hoteliers around the world. The technology solutions are primarily provided in a SaaS or hosted environment. Customers are normally charged an upfront solutions fee and a recurring usage-based fee for the use of the software, which represents a stand-ready performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution. Contract Assets and Deferred Customer Advances and Discounts Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on contract terms. Contract assets are reviewed for recoverability on a periodic basis based on a review of impairment indicators. Deferred customer advances and discounts are reviewed for recoverability based on future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. For the years ended December 31, 2020, 2019 and 2018, we did not impair any of these assets as a result of the related contract becoming uncollectible, modified or canceled. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract. Other revenue recognition patterns Travel Solutions also provides other services including development labor or professional consulting. These services can be sold separately or with other products and services, and Travel Solutions may bundle multiple technology solutions in one arrangement with these other services. Revenue from other services consisting of development services that represent minor configuration or professional consulting is generally recognized over the period the services are performed or upon completed delivery. Travel Solutions also directly licenses certain software to its customers where the customer obtains control of the license. Revenue from software license fees is recognized when the customer gains control of the software enabling them to directly use the software and obtain substantially all of the remaining benefits. Fees for ongoing software maintenance are recognized ratably over the life of the contract. Under these arrangements, often we are entitled to minimum fees which are collected over the term of the agreement, while the revenue from the license is recognized at the point when the customer gains control, which results in current and long-term unbilled receivables for these arrangements. Variability in the amounts billed to the customer and revenue recognized coincides with the customer’s level of usage with the exception of upfront solution fees, non-usage based variable consideration, license and maintenance agreements and other services including development labor and professional consulting. Contracts with the same customer which are entered into at or around the same period are analyzed for revenue recognition purposes on a combined basis across our businesses which can impact timing of revenue recognition. 69 For contracts with multiple performance obligations, we account for separate performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP. Revenue recognition from our Travel Solutions business requires significant judgments such as identifying distinct performance obligations including material rights within an agreement, estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, and forecasting future volumes. For a small subset of our contracts, we are required to forecast volumes as a result of pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these judgments and estimates could have an impact on the revenue recognized in future periods. We evaluate whether it is appropriate to record the gross amount of our revenues and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of our promise to the customer. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. Incentive Consideration Certain service contracts with significant travel agency customers contain booking productivity clauses and other provisions that allow travel agency customers to receive cash payments or other consideration. We establish liabilities for these commitments and recognize the related expense as these travel agencies earn incentive consideration based on the applicable contractual terms. Periodically, we make cash payments to these travel agencies at inception or modification of a service contract which are capitalized and amortized to cost of revenue over the expected life of the service contract, which is generally three to ten years . Deferred charges related to such contracts are recorded in other assets, net on the consolidated balance sheets. The service contracts are priced so that the additional airline and other booking fees generated over the life of the contract will exceed the cost of the incentive consideration provided. Incentive consideration paid to the travel agency represents a commission paid to the travel agency for booking travel on our GDS. Similar to the revenue cancellation reserve, we record a reduction to incentive expense within cost of revenue, excluding technology costs for amounts considered probable of recovery from travel agencies for incentives previously paid on cancelled bookings. Advertising Costs Advertising costs are expensed as incurred. Advertising costs incurred by our continuing operations totaled $ 8 million, $ 19 million and $ 19 million for the years ended December 31, 2020, 2019 and 2018, respectively. Cash and Cash Equivalents and Restricted Cash We classify all highly liquid instruments, including money market funds and money market securities with original maturities of three months or less, as cash equivalents. Allowance for Credit Losses and Concentration of Credit Risk We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns unique to each and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. The majority of our receivables are trade receivables due in less than one year. In addition to our short-term trade and unbilled receivables, our receivables also include contract assets and long-term trade unbilled receivables. See Note 2. Revenue from Contracts with Customers for more information about these financial assets. Contract assets and long-term receivables are reviewed for recoverability on a periodic basis based on a review of subjective factors and trends in collection data including the aging of our trade receivable balances with these customers and expectations of future global economic growth. We believe our credit risk is mitigated with carriers who use the Airline Clearing House (“ACH”) and other similar clearing houses, as ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor our ongoing credit exposure for these carriers through active review of customer balances against contract terms and due dates with account management. Our activities include established collection processes, account reconciliations, dispute resolution and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. We generally do not require security or collateral from our customers as a condition of sale. 70 We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically provide for credit losses against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer. We maintained an allowance for credit losses of approximately $ 98 million and $ 58 million at December 31, 2020 and 2019, respectively. See “—Recent Accounting Pronouncements" below for information on recently issued accounting guidance regarding the allowance for credit losses and Note 8. Credit Losses for further considerations involved in the development of this estimate. Derivative Financial Instruments We recognize all derivatives on the consolidated balance sheets at fair value. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are offset against the change in fair value of the hedged item through earnings (a “fair value hedge”) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (a “cash flow hedge”). For derivative instruments not designated as hedging instruments, the gain or loss resulting from the change in fair value is recognized in current earnings during the period of change. No hedging ineffectiveness was recorded in earnings during the periods presented. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is calculated on the straight-line basis. Our depreciation and amortization policies are as follows: Buildings Lesser of lease term or 35 years Leasehold improvements Lesser of lease term or useful life Furniture and fixtures 5 to 15 years Equipment, general office and computer 3 to 5 years Software developed for internal use 3 to 5 years We capitalize certain costs related to our infrastructure, software applications and reservation systems under authoritative guidance on software developed for internal use. Capitalizable costs consist of (a) certain external direct costs of materials and services incurred in developing or obtaining internal use computer software and (b) payroll and payroll related costs for employees who are directly associated with and who devote time to our GDS and SaaS-related development projects. Costs incurred during the preliminary project stage or costs incurred for data conversion activities and training, maintenance and general and administrative or overhead costs are expensed as incurred. Costs that cannot be separated between maintenance of, and relatively minor upgrades and enhancements to, internal use software are also expensed as incurred. See Note 6. Balance Sheet Components, for amounts capitalized as property and equipment in our consolidated balance sheets. Depreciation and amortization of property and equipment totaled $ 248 million, $ 295 million and $ 288 million for the years ended December 31, 2020, 2019 and 2018, respectively. Amortization of software developed for internal use, included in depreciation and amortization, totaled $ 203 million, $ 241 million and $ 236 million for the years ended December 31, 2020, 2019 and 2018, respectively. During the years ended December 31, 2020, 2019 and 2018, we capitalized $ 41 million, $ 89 million, and $ 252 million, respectively, related to software developed for internal use. We also evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent of other assets may not be recoverable. During the year ended December 31, 2020, we recorded an impairment charge related to our Hospitality Solutions business of $ 5 million associated with software developed for internal use based on our analysis of the recoverability of such amounts. This impairment charge is recorded within technology costs in our consolidated statement of operations. Additionally, we recorded a $ 4 million impairment charge associated with leasehold improvements and furniture and fixtures of abandoned leased office space during the year ended December 31, 2020 which is recorded within selling, general, and administrative expenses in our consolidated statement of operations. See Note 4. Restructuring Activities for further information. We did not record any property and equipment impairment charges for the years ended December 31, 2019 and 2018. Leases We lease certain facilities under long term operating leases. We determine if an arrangement is a lease at inception. Operating lease assets are included in operating lease right-of-use (“ROU”) assets within other noncurrent assets and operating lease liabilities are included in other current liabilities and other noncurrent liabilities in our consolidated balance sheets. Finance 71 lease assets are included in property and equipment with associated liabilities included in current portion of debt and long-term debt in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our internal borrowing rate for leases with a lease term of less than or equal to five years. For leases with a lease term greater than five years, we use our incremental borrowing rate based on the estimated rate of interest for corporate bond borrowings over a similar term of the lease payments. Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight-line basis over the term of the lease. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. For significant acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and liabilities assumed. The measurement of these fair values requires us to make significant estimates and assumptions which are inherently uncertain. Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date. Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired in business combinations. Goodwill is not amortized but is reviewed for impairment on an annual basis or more frequently if events and circumstances indicate the carrying amount may not be recoverable. Definite-lived intangible assets are amortized on a straight-line basis and assigned useful economic lives of two to thirty years , depending on classification. The useful economic lives are evaluated on an annual basis. We perform our annual goodwill impairment assessment as of October 1 of each year and interim assessments as required upon the identification of a triggering event. We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, we perform a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit. If the sum of the carrying value of the assets and liabilities of a reporting unit exceeds the estimated fair value of that reporting unit, the carrying value of the reporting unit’s goodwill is reduced to its fair value through an adjustment to the goodwill balance, resulting in an impairment charge. We have two reporting units associated with our continuing operations: Travel Solutions and Hospitality Solutions. We did no t record any goodwill impairment charges for the years ended December 31, 2020 , 2019 and 2018. See Note 5. Goodwill and Intangible Assets for additional information. Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of definite lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. If impairment indicators exist for definite-lived intangible assets, the undiscounted future cash flows associated with the expected service potential of the assets are compared to the carrying value of the assets. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible assets, no impairment charge is recorded. If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets to its fair value. We did not record material intangible asset impairment charges for the years ended December 31, 2020, 2019 and 2018. See Note 5. Goodwill and Intangible Assets for additional information. Equity Method Investments We utilize the equity method to account for our interests in joint ventures that we do not control but over which we exert significant influence. We periodically evaluate equity and debt investments in entities accounted for under the equity method for impairment by reviewing updated financial information provided by the investee, including valuation information from new financing transactions by the investee and information relating to competitors of investees when available. We own voting interests in various national marketing companies ranging from 20 % to 49 %, a voting interest of 40 % in ESS Elektroniczne Systemy Spzedazy Sp. zo.o, and a voting interest of 20 % in Asiana Sabre, Inc. The carrying value of these equity method investments in joint ventures amounts to $ 24 million as of December 31, 2020 and 2019. 72 Contract Acquisition Costs and Capitalized Implementation Costs We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based on estimated contract value for our Travel Solutions and Hospitality Solutions businesses. These costs are capitalized and reviewed for impairment on an annual basis. We generally amortize these costs, and those for renewals, over the average contract term for those businesses, excluding commissions on contracts with a term of one year or less, which are generally expensed in the period earned and recorded within selling, general and administrative expenses. We incur upfront costs to implement new customer contracts under our SaaS revenue model. We capitalize these costs, including (a) certain external direct costs of materials and services incurred to implement a customer contract and (b) payroll and payroll related costs for employees who are directly associated with and devote time to implementation activities. Capitalized implementation costs are amortized on a straight-line basis over the related contract term, ranging from three to ten years , as they are recoverable through deferred or future revenues associated with the relevant contract. These assets are reviewed for recoverability on a periodic basis or when an event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. Recoverability is measured based on the future estimated revenue and direct costs of the contract compared to the capitalized implementation costs. D uring the year ended December 31, 2020, we recorded impairments totaling $ 10 million associated with capitalized implementation costs based on our analysis of the recoverability of such amounts. See Note 6. Balance Sheet Components and Note 2. Revenue from Contracts with Customers, for additional information. Amortization of capitalized implementation costs, included in depreciation and amortization, totaled $ 37 million, $ 39 million and $ 38 million for the years ended December 31, 2020, 2019 and 2018, respectively. Income Taxes Deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are measured using the tax rates and laws enacted at the time of such determination. We regularly review our deferred tax assets for recoverability and a valuation allowance is provided when it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we make estimates and assumptions regarding projected future taxable income, the reversal of deferred tax liabilities and implementation of tax planning strategies. We reassess these assumptions regularly which could cause an increase or decrease to the valuation allowance, resulting in an increase or decrease in the effective tax rate, and could materially impact our results of operations. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. We use significant judgment in determining whether a tax position's technical merits are more likely than not to be sustained and in measuring the amount of tax benefit that qualifies for recognition. For matters that are determined will more likely than not be sustained, we measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We recognize penalties and interest accrued related to income taxes as a component of the provision for income taxes. As the matters challenged by the taxing authorities are typically complex and open to subjective interpretation, their ultimate outcome may differ from the amounts recognized. The Tax Cuts and Jobs Act (the “TCJA”), which was enacted on December 22, 2017, imposes a tax on global low-taxed intangible income (“GILTI”) in tax years beginning after December 31, 2017. GILTI provisions are applicable to certain profits of a controlled foreign corporation that exceed the U.S. stockholder's deemed “routine” investment return under the TCJA and results in income includable in the return of U.S. shareholders. We recognize liabilities, if any, related to this provision of the TCJA in the year in which the liability arises and not as a deferred tax liability. Pension and Other Postretirement Benefits We recognize the funded status of our defined benefit pension plans and other postretirement benefit plans in our consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The fair value of plan assets represents the cumulative contributions made to fund the pension and other postretirement benefit plans which are invested primarily in domestic and foreign equities and fixed income securities. The benefit obligation of our pension and other postretirement benefit plans are actuarially determined using certain assumptions approved by us. The benefit obligation is adjusted annually in the fourth quarter to reflect actuarial changes and may also be adjusted upon the adoption of plan amendments. These adjustments are initially recorded in accumulated other comprehensive income (loss) and are subsequently amortized over the life expectancy of the plan participants as a component of net periodic benefit costs. Equity-Based Compensation We account for our stock awards and options by recognizing compensation expense, measured at the grant date based on the fair value of the award, on a straight-line basis over the award vesting period, giving consideration as to whether the amount of compensation cost recognized at any date is equal to the portion of grant date value that is vested at that date. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. We recognize equity-based compensation expense net of any actual forfeitures. We measure the grant date fair value of stock option awards as calculated by the Black-Scholes option-pricing model which requires certain subjective assumptions, including the expected term of the option, the expected volatility of our common stock, risk-free interest rates and expected dividend yield. The expected term is estimated by using the “simplified method” which 73 is based on the midpoint between the vesting date and the expiration of the contractual term. We utilized the simplified method due to the lack of sufficient historical experience under our current grant terms. The expected volatility is based on the historical volatility of our stock price. The expected risk-free interest rates are based on the yields of U.S. Treasury securities with maturities appropriate for the expected term of the stock options. The expected dividend yield was based on the calculated yield on our common stock at the time of grant assuming quarterly dividends totaling $ 0.14 per share for awards granted prior to the suspension of our common stock dividends on March 16, 2020. Subsequent to March 16, 2020, a zero expected dividend was used. Foreign Currency We remeasure foreign currency transactions into the relevant functional currency and record the foreign currency transaction gains or losses as a component of other, net in our consolidated statements of operations. We translate the financial statements of our non-U.S. dollar functional currency foreign subsidiaries into U.S. dollars in consolidation and record the translation gains or losses as a component of other comprehensive income (loss). Translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into earnings as a component of other, net in our consolidated statements of operations once the liquidation of the respective foreign subsidiaries is substantially complete. Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued, if certain criteria are met. The updated standard is effective for all entities upon issuance, and we will apply the amendments prospectively through December 31, 2022. There was no impact to our consolidated financial statements for the year ended December 31, 2020 as a result of adopting this standard. Our current hedging contracts do not extend past December 31, 2021. In October 2018, the FASB issued updated guidance that eliminates the requirement that entities consider indirect interests held through related parties under common control in their entirety when assessing whether a decision-making fee is a variable interest and instead requires entities to consider these indirect interests on a proportional basis. We adopted this standard in the first quarter of 2020, which did not have a material impact on our consolidated financial statements. In August 2018, the FASB issued updated guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. Under this updated standard, a customer in a cloud-computing arrangement that is a service contract is required to follow guidance on software developed for internal use to determine which implementation costs to capitalize as assets or expense as incurred. This standard aligns the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. The standard requires that capitalized implementation costs related to a hosting arrangement that is a service contract be amortized over the term of the hosting arrangement, beginning when the component of the hosting arrangement is ready for its intended use, similar to requirements in guidance on software developed for internal use. In addition, costs incurred during the preliminary project and post-implementation phases are expensed as they are incurred. We adopted this standard prospectively in the first quarter of 2020, which did not have a material impact on our consolidated financial statements. In June 2016, the FASB issued updated guidance for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the current "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. We adopted this standard in the first quarter of 2020, resulting in a $ 10 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities and a $ 1 million increase in accounts receivable with a corresponding increase of approximately $ 8 million in our opening retained deficit as of January 1, 2020. See Note 8. Credit Losses for more information on the impacts from adoption and ongoing considerations. Recent Accounting Pronouncements In August 2020, the FASB issued updated guidance limiting the accounting models for convertible instruments, which will result in fewer embedded conversion features being separately recognized from the host contract when compared to existing guidance. Under the updated guidance, some convertible debt instruments will be accounted for as a single liability measured at amortized cost. Additionally, the updated guidance both enhances disclosures around convertible instruments and requires the use of the if-converted method to calculate diluted earnings per share for convertible instruments. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020. The standard provides for the option of full retrospective transition on January 1, 2021. Although we are still evaluating the impact of the updated guidance and the effects on our financial statements, we anticipate using full retrospective transition on January 1, 2021 to account for the Exchangeable Notes on a whole-instrument basis. As a result, we anticipate the amount previously bifurcated into equity will be reclassified as a component of long-term debt. Additionally, we anticipate pre-tax interest expense will be retrospectively reduced and will align more closely with the contractual payments for the Exchangeable Notes. In December 2019, the FASB issued updated guidance which simplifies the accounting for income taxes, eliminates certain exceptions within existing income tax guidance, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. The updated standard is effective for public companies for fiscal years, and interim periods 74 within those fiscal years, beginning after December 15, 2020, with early adoption permitted. We do not expect the adoption of this standard will have a material impact to our consolidated financial statements. 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, SaaS revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of December 31, 2020 and December 31, 2019 (in thousands): Account Consolidated Balance Sheet Location December 31, 2020 December 31, 2019 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 88,850 $ 105,499 Trade and unbilled receivables, net Accounts receivable, net 253,511 539,806 Long-term trade unbilled receivables, net Other assets, net 38,156 38,250 Contract liabilities Deferred revenues / other noncurrent liabilities 176,956 167,832 _______________________________ (1) Includes contract assets of $ 8 million and $ 6 million for December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, we recognized revenue of approximately $ 20 million from contract liabilities that existed as of January 1, 2020. Our long-term trade unbilled receivables, net relate to license fees billed ratably over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as reflected in Note 8. Credit Losses. Revenue The following table presents our revenues disaggregated by business (in thousands): Year Ended December 31, 2020 2019 2018 Distribution $ 582,115 $ 2,730,845 $ 2,651,407 IT Solutions (1) 594,579 992,155 977,534 Total Travel Solutions 1,176,694 3,723,000 3,628,941 SynXis Software and Service 156,749 257,612 240,583 Other 17,879 35,268 32,496 Total Hospitality Solutions 174,628 292,880 273,079 Eliminations ( 17,222 ) ( 40,892 ) ( 35,064 ) Total Sabre Revenue $ 1,334,100 $ 3,974,988 $ 3,866,956 _______________________________ (1) Includes license fee revenue recognized upon delivery to the customer of $ 31 million and $ 34 million for the years ended December 31, 2020 and 2019, respectively. We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the year ended December 31, 2020, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is immaterial. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. See Note 1. Summary of Business and Significant Accounting Policies regarding revenue recognition of our various revenue streams for more information. Revenue during 2020, particularly in the second quarter, was negatively impacted by increased cancellation activity. We estimate future cancellations using the expected value approach at the end of each reporting period based on the number of undeparted bookings, expected cancellations and an estimated rate. Our cancellation reserve is highly sensitive to our estimate 75 of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and international, given the varying rates paid by airline suppliers. To address this change in estimate, we increased our reserve for future cancellations during the year to account for the significant effect that COVID-19 has had on the travel industry and the resulting volume of airline travel cancellations and the impacts on the booking fee rate for higher international cancellations and lower international new bookings than previously experienced. The combination of actual cancellation activity and significantly fewer bookings resulted in a cancellation reserve of $ 18 million as of December 31, 2020. The cancellation reserve as of December 31, 2019 was $ 34 million on a larger base of undeparted bookings. Given the continued uncertainty caused by the COVID-19 pandemic, we expect variability in the amount of our cancellation reserve in future periods as estimates of cancellations may differ from historical and recent experience. Contract Acquisition Costs and Capitalized Implementation Costs We incur contract costs in the form of acquisition costs and implementation costs. Contract acquisition costs are related to new contracts with our customers in the form of sales commissions based on the estimated contract value. We incur contract implementation costs to implement new customer contracts under our SaaS revenue model . We periodically assess contract costs for recoverability, and our assessment resulted in impairments of approximately $ 10 million and $ 2 million for the year ended December 31, 2020 and 2019, respectively. See Note 1. Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs. The following table presents the activity of our acquisition costs and capitalized implementation costs for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Contract acquisition costs: Beginning balance $ 23,595 $ 21,298 Additions 5,590 9,378 Amortization ( 7,314 ) ( 7,081 ) Ending balance $ 21,871 $ 23,595 Capitalized implementation costs: Beginning balance $ 175,968 $ 189,448 Additions 17,301 28,588 Amortization ( 37,094 ) ( 39,444 ) Impairment (1) ( 9,562 ) ( 2,405 ) Other ( 901 ) ( 219 ) Ending balance $ 145,712 $ 175,968 _______________________________ (1) Includes an impairment charge related to a specific customer of $ 4 million and $ 6 million in other impairments for the year ended December 31, 2020. 3. Acquisitions Farelogix On August 20, 2019, the U.S. Department of Justice ("DOJ") filed a complaint in federal court in the District of Delaware, seeking a permanent injunction to prevent Sabre from acquiring Farelogix, Inc. ("Farelogix"), alleging that the proposed acquisition is likely to substantially lessen competition in violation of federal antitrust law. On April 7, 2020, the trial court ruled in favor of Sabre, denying the DOJ's request for an injunction. On April 9, 2020, the U.K. Competition and Markets Authority ("CMA") blocked the acquisition following its Phase 2 investigation. Given the CMA's decision, we recorded a charge of $ 46 million during the year ended December 31, 2020 included in other, net in our consolidated statements of operations which is comprised of $ 25 million in advances for certain attorneys' fees and additional termination fees of $ 21 million. Sabre and Farelogix agreed to terminate the acquisition agreement on May 1, 2020, and we paid Farelogix aggregate termination fees of $ 21 million pursuant to the acquisition agreement. Radixx In October 2019, we completed the acquisition of Radixx, a provider of retailing and customer service solutions to airlines in the low-cost carrier ("LCC") market, for $ 107 million, net of cash acquired and funded by cash on hand. During the year ended December 31, 2020, we recorded immaterial measurement period adjustments to deferred income taxes and goodwill and completed the purchase price allocation for the Radixx acquisition. Radixx is managed as a part of our Travel Solutions segment. 76 4. Restructuring Activities Given the market conditions as a result of COVID-19, we have responded with cost savings measures, including a reduction in our workforce through involuntary and voluntary severance and voluntary early retirement programs, and the early abandonment of leased office space. The COVID-19 pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers. As a result, in 2020 we accelerated the organizational changes we began in 2018 to address the changing travel landscape through the Strategic Realignment to respond to the impacts of the COVID-19 pandemic on our business and cost structure. This Strategic Realignment and related actions are substantially complete. We do not expect additional restructuring charges associated with these activities to be significant. During the year ended December 31, 2020, we incurred $ 86 million in connection with these restructuring activities, of which $ 19 million is recorded within cost of revenue, excluding technology costs, $ 32 million is recorded within technology costs and $ 35 million is recorded within selling, general and administrative costs within our consolidated statement of operations. These restructuring costs are comprised of $ 72 million that has been or will be paid in cash related to severance and related benefits costs and $ 2 million paid in cash related to early termination lease payments. Additionally, we recorded a $ 12 million abandonment charge during the year ended December 31, 2020 related to the abandonment of certain leased office space. The following table summarizes the accrued liability related to severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheet (in thousands): Year Ended December 31, 2020 Balance as of January 1, 2020 $ — Charges 71,590 Cash Payments ( 48,337 ) Balance as of December 31, 2020 $ 23,253 5. Goodwill and Intangible Assets Due to triggering events related to the COVID-19 pandemic, we performed a quantitative assessment, as of March 31, 2020. This assessment was based on our current projections and was subject to various risks, uncertainties and estimates including: (1) forecasted revenues, expenses and cash flows, including future travel supplier capacity and load factors, (2) the duration and extent of the impact of the COVID-19 pandemic on our business and our customers, (3) current discount and long-term growth rates, (4) the reduction in our market capitalization, (5) current market transaction trends and (6) changes to the regulatory environment impacting our industry. In estimating fair value, a key assumption was the estimate of when travel would return to pre-COVID-19 levels. Should a significant change in the estimated recovery period elongate further than our expectations, it could have a material impact on our estimates of fair value. Our interim quantitative impairment assessment as of March 31, 2020 determined that our goodwill was not impaired. We updated our goodwill assessment quarterly on a qualitative basis during 2020 and determined that our goodwill was not impaired at any reporting date in 2020. Our qualitative assessments considered the latest information available regarding the items noted above including the most recent information available regarding the duration of the recovery period to 2019 levels. As a result of the Strategic Realignment, our historical Travel Network and Airline Solutions business segments have been combined into a new business segment, Travel Solutions. In connection with this reorganization, the historical Travel Network and Airline Solutions reporting units and their related goodwill were combined into a single Travel Solutions reporting unit, thereby requiring no reallocation of goodwill based on fair values. There was no change to our historical Hospitality Solutions reporting unit. We updated our goodwill assessment on a qualitative basis, reflecting both pre- and post-organization, for all reporting units as of June 30, 2020, and determined that our goodwill was not impaired for any reporting unit at this date. Changes in the carrying amount of goodwill during the years ended December 31, 2020 and 2019 are as follows (in thousands): Travel Solutions Hospitality Solutions Total Goodwill Balance as of December 31, 2018 $ 2,396,152 $ 156,217 $ 2,552,369 Acquired 82,402 — 82,402 Adjustments (1) ( 114 ) ( 1,406 ) ( 1,520 ) Balance as of December 31, 2019 2,478,440 154,811 2,633,251 Adjustments (1) ( 2,239 ) 5,534 3,295 Balance as of December 31, 2020 $ 2,476,201 $ 160,345 $ 2,636,546 ________________________ (1) Includes net foreign currency effects during the year. 77 The following table presents our intangible assets as of December 31, 2020 and 2019 (in thousands): December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired customer relationships $ 1,050,485 $ ( 761,335 ) $ 289,150 $ 1,046,382 $ ( 735,367 ) $ 311,015 Trademarks and brand names 333,538 ( 158,491 ) 175,047 333,638 ( 147,735 ) 185,903 Reacquired rights 113,500 ( 89,179 ) 24,321 113,500 ( 73,124 ) 40,376 Purchased technology 436,988 ( 418,926 ) 18,062 437,288 ( 409,204 ) 28,084 Acquired contracts, supplier and distributor agreements 37,599 ( 32,813 ) 4,786 37,599 ( 29,324 ) 8,275 Non-compete agreements 14,686 ( 14,686 ) — 14,686 ( 14,686 ) — Total intangible assets $ 1,986,796 $ ( 1,475,430 ) $ 511,366 $ 1,983,093 $ ( 1,409,440 ) $ 573,653 Amortization expense relating to intangible assets subject to amortization totaled $ 66 million, $ 65 million and $ 68 million for the years ended December 31, 2020, 2019 and 2018, respectively. Estimated amortization expense related to intangible assets subject to amortization for each of the five succeeding years and beyond is as follows (in thousands): 2021 $ 64,447 2022 50,866 2023 37,160 2024 33,938 2025 31,224 2026 and thereafter 293,731 Total $ 511,366 6. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2020 2019 Prepaid Expenses $ 77,232 $ 77,326 Value added tax receivable 30,782 39,381 Other 24,958 22,504 Prepaid expenses and other current assets $ 132,972 $ 139,211 Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2020 2019 Buildings and leasehold improvements $ 37,766 $ 163,881 Furniture, fixtures and equipment 38,290 38,878 Computer equipment 391,126 397,454 Software developed for internal use 1,891,718 1,857,353 Property and equipment 2,358,900 2,457,566 Accumulated depreciation and amortization ( 1,995,409 ) ( 1,815,844 ) Property and equipment, net $ 363,491 $ 641,722 78 Other Assets, Net Other assets, net consist of the following (in thousands): December 31, 2020 2019 Capitalized implementation costs, net $ 145,712 $ 175,966 Deferred upfront incentive consideration 127,104 151,606 Long-term contract assets and customer advances and discounts (1) 86,610 105,461 Right-of-Use asset (2) 125,110 64,191 Long-term trade unbilled receivables (1) 38,156 38,250 Other 107,076 134,631 Other assets, net $ 629,768 $ 670,105 ________________________________ (1) Refer to Note 2. Revenue from Contracts with Customers for additional information. (2) Refer to Note 12. Leases, for additional information. Other Noncurrent Liabilities Other noncurrent liabilities consist of the following (in thousands): December 31, 2020 2019 Pension and other postretirement benefits $ 127,841 $ 127,837 Deferred revenue 69,934 74,646 Lease liabilities (1) 97,403 49,970 Other 85,443 95,069 Other noncurrent liabilities $ 380,621 $ 347,522 ___________________________ (1) Refer to Note 12. Leases, for additional information. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of the following (in thousands): December 31, 2020 2019 Defined benefit pension and other postretirement benefit plans $ ( 135,596 ) $ ( 143,389 ) Unrealized foreign currency translation gain 12,476 4,289 Unrealized loss on foreign currency forward contracts, interest rate swaps and available-for-sale securities ( 12,837 ) ( 10,206 ) Total accumulated other comprehensive loss, net of tax $ ( 135,957 ) $ ( 149,306 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is included in Other, net. See Note 10. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. 7. Income Taxes The components of pretax income from continuing operations, generally based on the jurisdiction of the legal entity, were as follows: Year Ended December 31, 2020 2019 2018 Components of pre-tax (loss) income: Domestic $ ( 1,032,549 ) $ 30,960 $ 190,291 Foreign ( 281,696 ) 168,678 208,122 $ ( 1,314,245 ) $ 199,638 $ 398,413 79 The provision for income taxes relating to continuing operations consists of the following: Year Ended December 31, 2020 2019 2018 Current portion: Federal $ ( 5,067 ) $ 4,488 $ ( 49,518 ) State and Local ( 435 ) 3,781 4,168 Non U.S. 11,823 49,982 59,743 Total current 6,321 58,251 14,393 Deferred portion: Federal ( 34,295 ) ( 14,215 ) 55,502 State and Local ( 4,533 ) ( 1,692 ) ( 4,812 ) Non U.S. ( 7,406 ) ( 7,018 ) ( 7,591 ) Total deferred ( 46,234 ) ( 22,925 ) 43,099 Total provision for income taxes $ ( 39,913 ) $ 35,326 $ 57,492 The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows: Year Ended December 31, 2020 2019 2018 Income tax provision at statutory federal income tax rate $ ( 275,992 ) $ 41,924 $ 83,667 State income taxes, net of federal benefit ( 15,126 ) 2,223 ( 42 ) Impact of non U.S. taxing jurisdictions, net 31,207 13,121 1,714 Impact of U.S. TCJA (1) — — ( 26,730 ) Employee stock based compensation 13,985 8,380 3,884 Research tax credit ( 11,328 ) ( 28,593 ) ( 9,818 ) Tax receivable agreement (TRA) (2) — ( 536 ) 1,019 Valuation Allowance 201,863 957 3,878 Other, net 15,478 ( 2,150 ) ( 80 ) Total provision for income taxes $ ( 39,913 ) $ 35,326 $ 57,492 ___________________________ (1) In 2018, amount includes adjustments for deferred taxes and foreign tax effects. (2) Amount includes adjustments to the TRA, which are not taxable. The Tax Receivable Agreement ("TRA") provided for payments to Pre-IPO Existing Stockholders (as defined below) for cash savings for U.S. federal income tax realized as a result of the utilization of Pre-IPO Tax Assets (as defined below). These cash savings would be realized at the enacted statutory tax rate effective in the year of utilization. In 2018, we finalized the 2017 U.S. federal income tax return and utilized additional Pre-IPO Tax Assets in the return, primarily as a result of electing to utilize our net operating loss ("NOLs") against our one-time transition tax income. As a result of the change in estimated NOL utilization at the higher corporate income tax rate in 2017 we recorded an increase to our liability of $ 5 million related to the TRA, which is reflected in our 2018 income from continuing operations before taxes. During 2019, we decreased the TRA liability by $ 3 million as a result of certain audit and transfer pricing adjustments recorded during the period, which is reflected in our 2019 income from continuing operations before taxes. Additionally, during the year ended December 31, 2018, we reduced the provisional net discrete tax cost associated with the TCJA by $ 27 million to $ 20 million upon further analysis of certain aspects of the TCJA and subsequently published administrative guidance, and refinement of our calculations. 80 The components of our deferred tax assets and liabilities are as follows: As of December 31, 2020 2019 Deferred tax assets: Employee benefits other than pension $ 21,903 $ 23,272 Lease liabilities 22,108 9,415 Deferred revenue 33,824 30,715 Pension obligations 27,865 27,407 Tax loss carryforwards 259,035 59,939 Incentive consideration 4,158 6,722 Tax credit carryforwards 47,110 18,496 Suspended loss 14,528 14,635 Accrued expenses 1,797 7,547 Other — 533 Total deferred tax assets 432,328 198,681 Deferred tax liabilities: Exchangeable notes ( 19,114 ) — Right of use assets ( 21,376 ) ( 9,261 ) Depreciation and amortization ( 8,284 ) ( 7,059 ) Software developed for internal use ( 19,917 ) ( 66,918 ) Intangible assets ( 110,625 ) ( 120,528 ) Unrealized gains and losses ( 24,109 ) ( 18,778 ) Non U.S. operations ( 15,674 ) ( 16,149 ) Investment in partnership ( 7,565 ) ( 7,306 ) Other ( 2,974 ) — Total deferred tax liabilities ( 229,638 ) ( 245,999 ) Valuation allowance ( 251,253 ) ( 38,272 ) Net deferred tax (liability) $ ( 48,563 ) $ ( 85,590 ) As a result of the enactment of the TCJA, we recorded a one-time transition tax on the undistributed earnings of our foreign subsidiaries. We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2020, with certain limited exceptions and have recorded corresponding deferred taxes. We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of December 31, 2020, and have not provided deferred taxes on any outside basis differences. Determination of the amount of unrecognized deferred tax liability, if any, related to indefinitely reinvested capital investments is not practicable. As of December 31, 2020, we have U.S. federal NOL carryforwards of approximately $ 749 million, which primarily have an indefinite carryforward period. Additionally, we have research tax credit carryforwards of approximately $ 18 million, which will expire between 2021 and 2041. As a result of the acquisition of Radixx and other prior business combinations, $ 33 million of our U.S. federal NOLs are subject to the annual limit on the ability of a corporation to use certain tax attributes (as defined in Section 382 of the Code) with the majority expiring between 2023 and 2037. However, we expect that Section 382 will not limit our ability to fully realize the tax benefits. We have state NOLs of $ 20 million which will expire primarily between 2021 and 2041 and state research tax credit carryforwards of $ 20 million which will expire between 2023 and 2040. We have $ 415 million of NOL carryforwards and $ 12 million of foreign tax credits related to certain non-U.S. taxing jurisdictions that are primarily from countries with indefinite carryforward periods. We regularly review our deferred tax assets for realizability and a valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we established a valuation allowance on a portion of our U.S. deferred tax assets of $ 165 million as of December 31, 2020. We also established and maintained a U.S. state valuation allowance on current year losses and other deferred tax assets of $ 15 million and $ 5 million as of December 31, 2020 and 2019, respectively. For non-U.S. deferred tax assets of certain subsidiaries, we established and maintained a valuation allowance on current year losses and other deferred tax assets of $ 71 million and $ 33 million as of December 31, 2020 and 2019, respectively. We reassess these assumptions regularly which could cause an increase or decrease to the valuation allowance. This assessment could result in an increase or decrease in the effective tax rate which could materially impact our results of operations. It is our policy to recognize penalties and interest accrued related to income taxes as a component of the provision for income taxes from continuing operations. During the years ended December 31, 2020, 2019 and 2018, we recognized an 81 expense of $ 6 million, benefit of $ 7 million and expense of $ 1 million, respectively, related to interest and penalties. As of December 31, 2020 and 2019, we had a liability, including interest and penalties, of $ 96 million and $ 81 million, respectively, for unrecognized tax benefits, including cumulative accrued interest and penalties of approximately $ 23 million and $ 16 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Year Ended December 31, 2020 2019 2018 Balance at beginning of year $ 64,645 $ 70,327 $ 74,388 Additions for tax positions taken in the current year 3,090 5,149 4,450 Additions for tax positions of prior years 7,504 12,679 2,612 Additions for tax positions from acquisitions — 1,294 — Reductions for tax positions of prior years — ( 19,611 ) ( 5,831 ) Reductions for tax positions of expired statute of limitations ( 656 ) ( 1,192 ) ( 3,143 ) Settlements ( 1,529 ) ( 4,001 ) ( 2,149 ) Balance at end of year $ 73,054 $ 64,645 $ 70,327 We present unrecognized tax benefits as a reduction to deferred tax assets for NOLs, similar tax loss or a tax credit carryforward that is available to settle additional income taxes that would result from the disallowance of a tax position, presuming disallowance at the reporting date. The amount of unrecognized tax benefits that were offset against deferred tax assets was $ 56 million, $ 48 million and $ 55 million as of December 31, 2020 , 2019, and 2018 respectively. As of December 31, 2020, 2019, and 2018, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $ 55 million, $ 48 million and $ 51 million, respectively. We believe that it is reasonably possible that $ 5 million in unrecognized tax benefits may be resolved in the next twelve months, due to statute of limitations expiration. In the normal course of business, we are subject to examination by taxing authorities throughout the world. The following table summarizes, by major tax jurisdiction, our tax years that remain subject to examination by taxing authorities: Tax Jurisdiction Years Subject to Examination United Kingdom 2016 - forward Singapore 2016 - forward India 1996 - 2015 Uruguay 2015 - forward U.S. Federal 2014, 2015, 2017 - forward Texas 2016 - forward We currently have ongoing audits in India and various other jurisdictions. We do not expect that the results of these examinations will have a material effect on our financial condition or results of operations. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2010. Tax Receivable Agreement Immediately prior to the closing of our initial public offering in April 2014, we entered into the TRA, which provides the right to receive future payments from us to stockholders and equity award holders that were our stockholders and equity award holders, respectively, immediately prior to the closing of our initial public offering (collectively, the "Pre-IPO Existing Stockholders"). In connection with the TRA, we made payments, including interest, of $ 72 million in January 2020, $ 105 million in 2019, and $ 60 million in 2018, respectively. In December 2019, we exercised our right under the terms of the TRA to accelerate our remaining payments under the TRA and make an early termination payment of $ 1 million, to the Pre-IPO Existing Shareholders, which was included in the January 2020 payment of $ 72 million described above. As a result, no future payments are required to be made to the Pre-IPO Existing Stockholders under the TRA. 8. Credit Losses In the first quarter of 2020, we adopted the updated guidance within ASC 326, Credit Impairment for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the previous "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. The adoption of this standard in the first quarter of 2020 resulted in a $ 10 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities and a $ 1 million increase in accounts receivable with a corresponding increase of approximately $ 8 million in our opening retained deficit as of January 1, 2020. 82 Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the year ended December 31, 2020 for our portfolio segment is summarized as follows (in thousands): Year Ended December 31, 2020 Balance at December 31, 2019 $ 57,730 Cumulative-effect adjustment upon adoption 9,868 Provision for expected credit losses 65,710 Write-offs ( 35,630 ) Other ( 110 ) Balance at December 31, 2020 $ 97,568 Our provision for expected credit losses totaled $ 66 million and $ 21 million for the year ended December 31, 2020 and 2019, respectively. For the year ended December 31, 2020, we fully reserved certain aged balances related to particular customers due to heightened uncertainty regarding collectability, including uncertainty related to bankruptcy filings by several of our customers during the year ended December 31, 2020. Additionally, the impact of the COVID-19 pandemic on the global economy and other general increases in aging balances has affected our current estimate of expected credit losses since implementation of the new credit impairment standard. Macro-economic factors, including the economic downtown, lack of liquidity in the capital markets resulting from the COVID-19 pandemic and lack of additional government funding, can have a significant effect on additions to the allowance as the pandemic may result in the restructuring or bankruptcy of additional customers. Given the uncertainties surrounding the duration and effects of COVID-19, we cannot provide assurance that the assumptions used in our estimates will be accurate and actual write-offs may vary from our estimates. We regularly monitor the financial condition of the air transportation industry. We believe the credit risk related to the air carriers’ difficulties is significantly mitigated by the fact that we collect a significant portion of the receivables from these carriers through the ACH. As of December 31, 2020, approximately 52 % of our air customers make payments through the ACH which accounts for approximately 63 % of our air revenue. For these carriers, we believe the use of ACH mitigates our credit risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit risk through our normal reserve policies. 9. Debt As of December 31, 2020 and 2019, our outstanding debt included in our consolidated balance sheets totaled $ 4,666 million and $ 3,343 million, respectively, which are net of debt issuance costs of $ 52 million and $ 15 million, respectively, and unamortized discounts of $ 90 million and $ 6 million, respectively. See "—Senior Secured Notes due 2025" and "—Exchangeable Notes" below regarding the increase in unamortized discounts as of December 31, 2020. The following table sets forth the face values of our outstanding debt as of December 31, 2020 and 2019 (in thousands): December 31, Rate Maturity 2020 2019 Senior secured credit facilities: Term Loan A (1) L+ 2.75 % August 2023 $ — $ 484,500 Term Loan B L+ 2.00 % February 2024 1,824,616 1,843,427 Other Term Loan B L+ 4.00 % December 2027 637,000 — Revolver, $ 400 million (2) L+ 2.75 % November 2023 375,000 — 5.375 % senior secured notes due 2023 (3) 5.375 % April 2023 — 530,000 5.25 % senior secured notes due 2023 (1) 5.25 % November 2023 — 500,000 9.25 % senior secured notes due 2025 9.25 % April 2025 775,000 — 7.375 % senior secured notes due 2025 7.375 % September 2025 850,000 — 4.00 % senior exchangeable notes due 2025 4.00 % April 2025 345,000 — Finance lease obligations 889 5,882 Face value of total debt outstanding 4,807,505 3,363,809 Less current portion of debt outstanding ( 26,068 ) ( 81,614 ) Face value of long-term debt outstanding $ 4,781,437 $ 3,282,195 _____________________________ (1) Extinguished on December 17, 2020 using proceeds from the Other Term Loan B. 83 (2) Pursuant to the August 27, 2020 refinancing, the interest rate on the Revolver was increased from L+ 2.50 % to L+ 2.75 % and the maturity was extended from July 2022 to November 2023. Subject to certain "springing" maturity conditions, the maturity may extend to February 2024 at the latest. (3) Extinguished on August 27, 2020 using proceeds from the 7.375 % senior secured notes due 2025. We had $ 375 million outstanding under the Revolver as of December 31, 2020 and no balance outstanding as of December 31, 2019. We had outstanding letters of credit totaling $ 10 million and $ 12 million as of December 31, 2020 and 2019, which reduced our overall credit capacity under the Revolver. Senior Secured Credit Facilities Refinancing Transactions On December 17, 2020, Sabre GLBL entered into a Sixth Term A Loan Refinancing and Incremental Amendment to our Amended and Restated Credit Agreement, resulting in additional Term Loan B borrowings of $ 637 million ("Other Term B Loans") due December 17, 2027. The applicable interest rate margins for the Other Term B Loans are 4.00 % per annum for Eurocurrency rate loans and 3.00 % per annum for base rate loans, with a floor of 0.75 % for the Eurocurrency rate, and 1.75 % for the base bate, respectively. The net proceeds of $ 623 million from the issuance, net of underwriting fees and commissions, were used to fully redeem both the $ 500 million outstanding 5.25 % senior secured notes due November 2023 and the $ 134 million outstanding Term Loan A. Additionally, on December 17, 2020, Sabre GLBL entered into a Pro Rata Amendment and the Refinancing Amendment which reduced the minimum liquidity requirement described outlined below from $ 450 million to $ 300 million. We incurred no material additional indebtedness as a result of these transactions, other than amounts for certain interest, fees and expenses. We recognized a loss on extinguishment of debt of $ 11 million during the year ended December 31, 2020 in connection with these transactions, which consisted of a redemption premium of $ 6 million and the write-off of unamortized debt issuance costs of $ 5 million. On August 27, 2020, Sabre GLBL entered into a Third Revolving Facility Refinancing Amendment to the Amended and Restated Credit Agreement (the "Third Revolving Refinancing Amendment") and the First Term A Loan Extension Amendment to the Amended and Restated Credit Agreement (the "Term A Loan Extension Amendment" and, together with the Third Revolving Refinancing Amendment, the "2020 Refinancing"), which extended the maturity of the Revolver from July 1, 2022 to November 23, 2023 at the earliest and February 22, 2024 at the latest, depending on certain "springing" maturity conditions as described in the Third Revolving Refinancing Amendment. In the event that, as of November 23, 2023, the maturity date of the Term Loan B has not been extended or refinanced to a date after August 20, 2024, the extension is subject to an earlier "springing" maturity date of November 23, 2023. In addition to extending the maturity date of the Revolver, the 2020 Refinancing also provides that, during any covenant suspension resulting from a "Material Travel Event Disruption" (as defined in the Amended and Restated Credit Agreement and discussed further below), including during the current covenant suspension period, we must maintain liquidity of at least $ 450 million on a monthly basis (reduced to $ 300 million pursuant to the refinancing in December 2020 as discussed above). In addition, during this covenant suspension, the 2020 Refinancing limits certain payments to equity holders, certain investments, certain prepayments of unsecured debt and the ability of certain subsidiaries to incur additional debt. The applicable margins for the Revolver are between 2.50 % and 1.75 % per annum for Eurocurrency rate loans and between 1.50 % and 0.75 % per annum for base rate loans, with the applicable margin for any quarter reduced by 25 basis points (up to 75 basis points total) if the Senior Secured First-Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is less than 3.75 to 1.0, 3.00 to 1.0, or 2.25 to 1.0, respectively. These interest rate spreads for the Revolver were increased by 0.25 %, during covenant suspension, in connection with the 2020 Refinancing. Principal Payments The Other Term B Loans mature on December 17, 2027 and require principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due. Term Loan B matures on February 22, 2024 and requires principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due. For the year ended December 31, 2020, we made $ 54 million of scheduled principal payments. We are also required to pay down the Term Loan B by an amount equal to 50 % of annual excess cash flow, as defined in the Amended and Restated Credit Agreement. This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved. Based on our results for the year ended December 31, 2019, we were not required to make an excess cash flow payment in 2020, and no excess cash flow payment is required in 2021 with respect to our results for the year ended December 31, 2020. We are further required to pay down the term loan with proceeds from certain asset sales or borrowings as defined in the Amended and Restated Credit Agreement. Financial Covenants Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including certain restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends, as well as a maximum leverage ratio. Pursuant to Credit Agreement Amendments, effective July 18, 2016, the maximum leverage ratio has been adjusted to be based on the Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) and we are required, at all times (no longer solely when a threshold amount of revolving loans or letters of credit were outstanding), to maintain a Total Net Leverage Ratio of less than 4.5 to 1.0. 84 Under the terms of the Amended and Restated Credit Agreement, the financial covenant related to our leverage ratio is suspended for a limited time if a “Material Travel Event Disruption” has occurred. As defined in the Amended and Restated Credit Agreement, a “Material Travel Event Disruption” means, in any given calendar month, a decrease of 10 % or more in the number of “domestic revenue passenger enplanements” (determined by reference to the monthly “Air Traffic Statistics” published by the Bureau of Transportation Statistics) has occurred as a result of or in connection with a Travel Event (as defined in the Amended and Restated Credit Agreement) as compared to the number of “domestic revenue passenger enplanements” (determined by reference to the monthly “Air Traffic Statistics” published by the Bureau of Transportation Statistics) occurring in the corresponding month during the prior year or, if a Material Travel Event Disruption existed during such month, the most recent corresponding month in which no Material Travel Event Disruption occurred/existed. As of December 31, 2020, the capacity reductions by domestic airlines in response to the COVID-19 outbreak and related decreases in domestic passenger enplanements, and a recent sharp decline in GDS bookings, has led to a finding that a Material Travel Event Disruption has occurred. As such, the leverage ratio covenant has been suspended for at least the fourth quarter of 2020 and first quarter of 2021. As of December 31, 2020, we are in compliance with all covenants not suspended under the terms of the Amended and Restated Credit Agreement and with the additional covenants of the 2020 Refinancing. Interest Borrowings under the Amended and Restated Credit Agreement bear interest at a rate equal to either, at our option: (i) the Eurocurrency rate plus an applicable margin for Eurocurrency borrowings as set forth below, or (ii) a base rate determined by the highest of (1) the prime rate of Bank of America, (2) the federal funds effective rate plus 1/2% or (3) LIBOR plus 1.00 %, plus an applicable margin for base rate borrowings as set forth below. The Eurocurrency rate is based on LIBOR for all U.S. dollar borrowings and has a floor. We have elected the one-month LIBOR as the floating interest rate on all of our outstanding term loans. Interest payments are due on the last day of each month as a result of electing one-month LIBOR. Interest on a portion of the outstanding loan is hedged with interest rate swaps (see Note 10. Derivatives). Eurocurrency borrowings Base rate borrowings Applicable Margin (1)(2) Applicable Margin Term Loan B 2.00 % 1.00 % Other Term Loan B 4.00 % 3.00 % Revolver, $ 400 million 2.75 % 1.75 % _____________________________ (1) Applicable margins do not reflect potential step ups and downs of Other Term Loan B and Revolver, $ 400 million, which are determined by the Senior Secured Leverage Ratio. See below for additional information. (2) Term Loan B, and the Revolver, $ 400 million, are subject to a 0 % floor, while the Other Term Loan B is subject to a 0.75 % floor. Applicable margins for the Term Loan B are 2.00 % per annum for Eurocurrency rate loans and 1.00 % per annum for base rate loans over the life of the loan and are not dependent on the Senior Secured Leverage Ratio. Applicable margins for the Other Term Loan B and the Revolver step up by 25 basis points for any quarter if the Senior Secured Leverage Ratio is greater than or equal to 3.00 to 1.0. Applicable margins for the Other Term Loan B and the Revolver under the Amended and Restated Credit Agreement step down 25 basis points for any quarter if the Senior Secured Leverage Ratio is less than 2.25 to 1.0. In addition, we are required to pay a quarterly commitment fee of 0.250 % per annum for unused Revolver commitments. The commitment fee may increase to 0.375 % per annum if the Senior Secured Leverage Ratio is greater than or equal to 3.00 to 1.0. The Eurocurrency rate is based on LIBOR. In July 2017, the Financial Conduct Authority announced its intention to phase out LIBOR by the end of 2021, and subsequently extended the phase-out date to June 30, 2023. If a published U.S. dollar LIBOR rate is unavailable, the interest rates on our debt indexed to LIBOR will be determined using various alternative methods set forth in our Amended and Restated Credit Agreement, any of which could result in interest obligations that are more than or that do not otherwise correlate over time with the payments that would have been made on this debt if U.S. dollar LIBOR were available in its current form. We anticipate amending our Amended and Restated Credit Agreement prior to the phaseout of LIBOR to provide for a Eurocurrency rate alternative to LIBOR. Our effective interest rates on borrowings under the Amended and Restated Credit Agreement for the years ended December 31, 2020, 2019 and 2018, inclusive of amounts charged to interest expense, are as follows: Year Ended December 31, 2020 2019 2018 Including the impact of interest rate swaps 4.03 % 4.64 % 4.57 % Excluding the impact of interest rate swaps 3.26 % 4.63 % 4.36 % Senior Secured Notes due 2025 On August 27, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 850 million aggregate principal amount of 7.375 % senior secured notes due 2025 (the “September 2025 Notes”). The September 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The September 2025 Notes bear interest at a rate of 7.375 % per annum and interest 85 payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The September 2025 Notes mature on September 1, 2025. The net proceeds of $ 839 million received from the sale of the September 2025 Notes, net of underwriting fees and commissions, plus cash on hand, was used to: (1) repay approximately $ 319 million principal amount of debt under the Term Loan A; (2) redeem all of our $ 530 million outstanding 5.375 % senior secured notes due April 2023; and (3) repay approximately $ 3 million principal amount of debt under the Term Loan B. We recognized a loss on extinguishment of debt of $ 10 million during the year ended December 31, 2020 in connection with these transactions which consisted of a redemption premium of $ 7 million and the write-off of unamortized debt issuance costs of $ 3 million. On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 775 million aggregate principal amount of 9.250 % senior secured notes due 2025 (the “April 2025 Notes”). The April 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The April 2025 Notes bear interest at a rate of 9.250 % per annum and interest payments are due semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The April 2025 Notes mature on April 15, 2025. The net proceeds received from the sale of the April 2025 Notes of $ 763 million, net of underwriting fees and commissions, are being used for general corporate purposes. Exchangeable Notes On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “Exchangeable Notes”). The Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the Exchangeable Notes. Under the terms of indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as "our common stock" herein) at the following times or circumstances: • during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the indenture, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the indenture governing the notes); • upon the occurrence of specified corporate events; or • on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the indenture governing the Exchangeable Notes), the holders of the Exchangeable Notes may require us to repurchase all or part of the principal amount of the Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. Due to the price of our common stock during the 30 days preceding December 31, 2020, the first condition above has been met as of December 31, 2020 and the Exchangeable Notes are exchangeable by the holders at any time during the first quarter of 2021. As of December 31, 2020 , the if-converted value of the Exchangeable Notes exceeds the outstanding principal amount by $ 181 million. The Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial conversion rate of 126.9499 shares of common stock per $1,000 principal amount of the Exchangeable Notes, which is equivalent to an initial conversion price of approximately $ 7.88 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the Exchangeable Notes Indenture) occurs with respect to any Exchangeable Note and the exchange date for the exchange of such Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the Exchangeable Notes Indenture), then, subject to the provisions set forth in the Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes. We allocated the proceeds of the Exchangeable Notes between long-term debt and equity. The allocation to the long-term debt component was based on an estimated fair value of a similar debt instrument that does not contain features permitting exchange into common stock (a Level 2 input, as defined in Note 11. Fair 86 Value Measurements). We determined the fair value of the long-term debt component as the present value of contractual future cash flows. The carrying amount of the equity component was calculated by deducting the fair value of the long-term debt component from the initial proceeds of the Exchangeable Notes. Accordingly, at issuance, we allocated $ 255 million to long-term debt and $ 90 million to additional paid-in capital. We recorded a net deferred tax liability of $ 20 million in connection with the debt discount and issuance costs associated with the Exchangeable Notes that is recorded in deferred income taxes on the consolidated balance sheets. The difference between the face value of the Exchangeable Notes and the long-term debt component is accounted for as a debt discount, which is amortized, along with debt issuance costs, to interest expense over the term of the Exchangeable Notes ending April 15, 2025 using an effective interest rate of approximately 12 %. The following table sets forth the carrying value of the Exchangeable Notes as of December 31, 2020 (in thousands): Year Ended December 31, 2020 Liability Component: Principal $ 345,000 Less: Unamortized debt discount 80,446 Net carrying value (1) $ 264,554 Equity component: Conversion feature $ 90,500 Less: Equity portion of debt issuance costs 3,167 Less: Deferred tax liability 19,457 Net carrying value $ 67,876 _____________________________ (1) Excludes net unamortized debt issuance costs of $ 8 million as of December 31, 2020. The following table sets forth interest expense recognized related to the Exchangeable Notes for year ended December 31, 2020 (in thousands): Year Ended December 31, 2020 Contractual interest expense $ 9,698 Amortization of debt discount and issuance costs 10,834 Aggregate Maturities As of December 31, 2020, aggregate maturities of our long-term debt were as follows (in thousands): Amount Years Ending December 31, 2021 $ 26,068 2022 25,180 2023 400,180 2024 1,774,555 2025 1,976,370 Thereafter 605,152 Total $ 4,807,505 10. Derivatives Hedging Objectives—We are exposed to certain risks relating to ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on operational expenditures' exposure denominated in foreign currencies. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate foreign currency forward contracts as cash flow hedges on operational exposure and interest rate swaps as cash flow hedges of floating-rate borrowings. 87 Cash Flow Hedging Strategy—To protect against the reduction in value of forecasted foreign currency cash flows, we hedge portions of our revenues and expenses denominated in foreign currencies with forward contracts. For example, when the dollar strengthens significantly against the foreign currencies, the decline in present value of future foreign currency expense is offset by losses in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expense is offset by gains in the fair value of the forward contracts. Due to the uncertainty driven by the COVID-19 pandemic on our foreign currency exposures, we have paused entering into new cash flow hedges of forecasted foreign currency cash flows until we have more clarity regarding the recovery trajectory and its impacts on net exposures. We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments, and the hedge components excluded from the assessment of effectiveness, are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statement of operations. Forward Contracts —In order to hedge our operational expenditures' exposure to foreign currency movements, we have been a party to certain foreign currency forward contracts that extended until December 31, 2020. We have designated these instruments as cash flow hedges. No hedging ineffectiveness was recorded in earnings relating to the forward contracts in the years ended December 31, 2020 and 2019. As of December 31, 2020, we have no unsettled forward contracts and no material losses are expected to be reclassified from other comprehensive (loss) income to earnings over the next 12 months. Interest Rate Swap Contracts — Interest rate swaps outstanding at December 31, 2020 and matured during the years ended December 31, 2020, 2019 and 2018 are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 750 million 1 month LIBOR (1) 1.65 % December 29, 2017 December 31, 2018 $ 1,350 million 1 month LIBOR (1) 2.27 % December 31, 2018 December 31, 2019 $ 1,200 million 1 month LIBOR (1) 2.19 % December 31, 2019 December 31, 2020 $ 600 million 1 month LIBOR (1) 2.81 % December 31, 2020 December 31, 2021 ____________________ (1) Subject to a 1 % floor. In connection with the 2017 Term Facility Amendment, we entered into forward starting interest rate swaps effective March 31, 2017 to hedge the interest payments associated with $ 750 million of the floating-rate 2017 Term Loan B. The total notional amount outstanding of $ 750 million became effective December 31, 2018 and extended through the full year 2019. In September 2017, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 750 million of the floating-rate Term Loan B. The total notional outstanding of $ 750 million became effective December 31, 2019 and extends through the full year 2020. In April 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 600 million, $ 300 million and $ 450 million of the floating-rate Term Loan B related to years 2019, 2020 and 2021, respectively. In December 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 150 million of the floating-rate Term Loan B for the years 2020 and 2021. We have designated these swaps as cash flow hedges. The estimated fair values of our derivatives designated as hedging instruments as of December 31, 2020 and 2019 are as follows (in thousands): Derivative Assets (Liabilities) Fair Value as of December 31, Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location 2020 2019 Foreign exchange contracts Prepaid expenses and other current assets $ — $ 1,953 Interest rate swaps Other accrued liabilities ( 16,038 ) ( 7,020 ) Interest rate swaps Other noncurrent liabilities — ( 7,918 ) Total $ ( 16,038 ) $ ( 12,985 ) The effects of derivative instruments, net of taxes, on OCI for the years ended December 31, 2020, 2019 and 2018 are as follows (in thousands): 88 Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2020 2019 2018 Foreign exchange contracts $ ( 4,652 ) $ ( 360 ) $ ( 8,250 ) Interest rate swaps ( 15,869 ) ( 14,857 ) 1,907 Total $ ( 20,521 ) $ ( 15,217 ) $ ( 6,343 ) Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion Year Ended December 31, Derivatives in Cash Flow Hedging Relationships Income Statement Location 2020 2019 2018 Foreign exchange contracts Cost of revenue, excluding technology costs $ 2,992 $ 5,351 $ ( 322 ) Interest rate swaps Interest expense, net 14,898 156 3,999 Total $ 17,890 $ 5,507 $ 3,677 11. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Foreign Currency Forward Contracts —The fair value of the foreign currency forward contracts was estimated based upon pricing models that utilize Level 2 inputs derived from or corroborated by observable market data such as currency spot and forward rates. Interest Rate Swaps— The fair value of our interest rate swaps are estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services reflecting broker market quotes. Pension Plan Assets —See Note 16. Pension and Other Postretirement Benefit Plans, for fair value information on our pension plan assets. The following tables present the fair value of our assets (liabilities) that are required to be measured at fair value on a recurring basis as of December 31, 2020 and 2019 (in thousands): Fair Value at Reporting Date Using December 31, 2020 Level 1 Level 2 Level 3 Derivatives (1) : Interest rate swap contracts $ ( 16,038 ) $ — $ ( 16,038 ) $ — Total $ ( 16,038 ) $ — $ ( 16,038 ) $ — 89 Fair Value at Reporting Date Using December 31, 2019 Level 1 Level 2 Level 3 Derivatives (1) : Foreign currency forward contracts $ 1,953 $ — $ 1,953 $ — Interest rate swap contracts ( 14,938 ) — ( 14,938 ) — Total $ ( 12,985 ) $ — $ ( 12,985 ) $ — ____________________ (1) See Note 10. Derivatives for further detail. There were no transfers between Levels 1 and 2 within the fair value hierarchy for the years ended December 31, 2020 and 2019. Assets that are Measured at Fair Value on a Nonrecurring Basis As described in Note 1. Summary of Business and Significant Accounting Policies, our impairment review of goodwill is performed annually, as of October 1 of each year. In addition, goodwill, property and equipment and intangible assets are reviewed for impairment if events and circumstances indicate that their carrying amounts may not be recoverable. Due to the impacts of the COVID-19 pandemic on our current and projected future results of operations, we identified a triggering event requiring an interim quantitative assessment on our goodwill in the first quarter of 2020. We utilized Level 3 inputs based on management's best estimates and assumptions in performing our quantitative assessment as of March 31, 2020. Our interim impairment assessment as of March 31, 2020 determined that our goodwill was not impaired. We updated our goodwill assessment quarterly on a qualitative basis during 2020 and determined that our goodwill was not impaired at any reporting date in 2020. See Note 5. Goodwill and Intangible Assets for additional information Other Financial Instruments The carrying value of our financial instruments including cash and cash equivalents, and accounts receivable approximates their fair values. The fair values of our senior exchangeable notes due 2025, senior secured notes due 2025, and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The following table presents the fair value and carrying value of all our senior notes and borrowings under our senior secured credit facilities as of December 31, 2020 and 2019 (in thousands): Fair Value at December 31, Carrying Value (1) at December 31, Financial Instrument 2020 2019 2020 2019 Term Loan A $ — $ 485,106 $ — $ 483,317 Term Loan B 1,785,843 1,856,100 1,821,016 1,838,741 Other Term Loan B 639,389 — 630,663 — Revolver, $ 400 million 375,000 — 375,000 — 5.375 % senior secured notes due 2023 — 543,536 — 530,000 5.25 % senior secured notes due 2023 — 514,670 — 500,000 9.25 % senior secured notes due 2025 925,610 — 775,000 — 7.375 % senior secured notes due 2025 925,030 — 850,000 — 4.000 % senior exchangeable notes due 2025 610,907 — 264,554 — _____________________ (1) Excludes net unamortized debt issuance costs. 12. Leases In the first quarter of 2019, we adopted ASC 842, Leases, which replaced the previous accounting standard on leases. The new lease standard is a right-of-use model, requiring most lessee agreements to be recorded on the balance sheet. The intent of the standard is to provide greater transparency about lessee obligations and activities. The primary impact to our financial statements is that most operating leases are recorded on our consolidated balance sheet and enhanced disclosures are required for both operating and finance leases. As permitted by ASC 842, our accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. We adopted the standard using the modified retrospective approach, as of January 1, 2019. Prior year's financial results were not restated. On the adoption date, we recorded a right-of-use asset for $ 72 million in other assets, net, with a corresponding offset to other accrued liabilities and other noncurrent liabilities for $ 25 million and $ 47 million, respectively. There was no impact to retained deficit from adoption of the new standard. 90 For the year ended December 31, 2018, we recognized rent expense of $ 30 million. The following table presents the components of lease expense for the years ended December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Operating lease cost $ 25,442 $ 27,035 Finance lease cost: Amortization of right-of-use assets $ 6,743 $ 7,073 Interest on lease liabilities 124 453 Total finance lease cost $ 6,867 $ 7,526 The following table presents supplemental cash flow information related to leases (in thousands): Year Ended December 31, 2020 2019 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 23,694 $ 28,374 Operating cash flows used in finance leases 124 453 Financing cash flows used in finance leases 4,600 6,731 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 89,328 $ 27,116 Finance leases $ — $ 397 The following table presents supplemental balance sheet information related to leases (in thousands): December 31, 2020 2019 Operating Leases Operating lease right-of-use assets $ 125,110 $ 64,191 Other accrued liabilities 37,892 21,932 Other noncurrent liabilities 97,403 49,970 Total operating lease liabilities $ 135,295 $ 71,902 Finance Leases Property and equipment 34,931 35,349 Accumulated depreciation ( 32,747 ) ( 27,163 ) Property and equipment, net $ 2,184 $ 8,186 Other accrued liabilities 889 5,804 Other noncurrent liabilities — 78 Total finance lease liabilities $ 889 $ 5,882 91 The following table presents other supplemental information related to leases: December 31, 2020 2019 Weighted Average Remaining Lease Term (in years) Operating leases 7.9 4.9 Finance leases 1 1.2 Weighted Average Discount Rate Operating leases 5.3 % 5.4 % Finance leases 4.0 % 4.9 % Sale and Leaseback Transaction During the fourth quarter of 2020, we completed the sale of our two headquarters buildings for aggregate receipts, net of closing costs, of $ 69 million. Our carrying value for the buildings approximated the proceeds from the sale. Contemporaneously with the closing of the sale, we entered into two leases pursuant to which we leased back the properties for initial terms of 12 years and 18 months, respectively, with renewal options up to 10 years in certain circumstances. Both leases entered into as a result of the sale and leaseback transaction are classified as operating leases. In connection with these leases, lease liabilities representing the fair value of future lease payments of $ 46 million were recorded within the consolidated balance sheet as of December 31, 2020 and a non-cash net gain on sale of $ 10 million was recorded to Other, net, resulting in right-of-use assets of $ 56 million recorded within the consolidated balance sheet as of December 31, 2020. The net proceeds from the sale will be used for general operating purposes. Lease Commitments We lease certain facilities under long term operating leases. Collectively, we lease approximately 1.3 million square feet of office space in 70 locations in 38 countries. Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight line basis over the term of the lease. Our leases have remaining minimum terms that range between one and twelve years . Some of our leases include options to extend for up to ten additional years; others include options to terminate the agreement within two years . Future minimum lease payments under non-cancellable leases as of December 31, 2020 are as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2021 $ 38,029 $ 923 2022 21,620 — 2023 17,062 — 2024 15,615 — 2025 11,051 — Thereafter 60,670 — Total 164,047 923 Imputed Interest ( 28,752 ) ( 34 ) Total $ 135,295 $ 889 13. Stock and Stockholders’ Equity Preferred Stock On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50 % Series A Mandatory Convertible Preferred Stock (the "Preferred Stock"), which generated net proceeds of approximately $ 323 million for use as general corporate purposes. The Preferred Stock accumulates cumulative dividends at a rate per annum equal to 6.50 % of the liquidation preference of $ 100 per share (equivalent to $ 6.50 annually per share) payable in cash or, subject to certain limitations, by delivery of shares of our common stock or any combination of cash and shares of our common stock, at our election; provided, however, that any undeclared and unpaid dividends will continue to accumulate. Dividends are payable when, as and if declared by our Board of Directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March 1, June 1, 92 September 1 and December 1 of each year, beginning on December 1, 2020 and ending on, and including, September 1, 2023. Declared dividends on the Preferred Stock will be payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock. Subject to limited exceptions, no dividends may be declared or paid on shares of our common stock, unless all accumulated dividends have been paid or set aside for payment on all outstanding shares of our Preferred Stock for all past completed dividend periods. In the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Preferred Stock a liquidation preference equal to $ 100 per share plus accumulated and unpaid dividends. We recorded $ 8 million of preferred stock dividends in our consolidated results of operations for the year ended December 31, 2020. During the year ended December 31, 2020, we paid cash dividends on our preferred stock of $ 6 million. On February 3, 2021, the Board of Directors declared a dividend of $ 1.625 per share on Preferred Stock payable on March 1, 2021 to holders of record of the Preferred Stock on February 15, 2021. Unless earlier converted, each outstanding share of Preferred Stock will automatically convert, on the mandatory conversion date, which is expected to be September 1, 2023 into shares of our common stock at a rate between 11.9048 and 14.2857 , subject to customary anti-dilution adjustments. The number of shares of our common stock issuable upon conversion will be determined based on the average volume-weighted average price per share of our common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before September 1, 2023. The number of shares issued at conversion based on the unadjusted conversion rates will be between 40 million and 48 million shares. Holders of the Preferred Stock have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a “Make-Whole Fundamental Change” (as defined in the Certificate of Designations governing the Preferred Stock) will be settled at the minimum conversion rate of 11.9048 . If a Make-Whole Fundamental Change occurs, holders of the Preferred Stock will, in certain circumstances, be entitled to convert their shares at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments. The Preferred Stock is not be redeemable at our election before the mandatory conversion date. The holders of the Preferred Stock do not have any voting rights, with limited exceptions. In the event that Preferred Stock dividends have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive, the holders of the Preferred Stock will have the right to elect two new directors until all accumulated and unpaid Preferred Stock dividends have been paid in full, at which time that right will terminate. Common Stock On August 24, 2020, we completed an offering of 41,071,429 shares of our common stock which generated net proceeds of approximately $ 275 million for use as general corporate purposes. We paid a quarterly cash dividend on our common stock of $ 0.14 per share, totaling $ 39 million, $ 0.14 per share, totaling $ 154 million, and $ 0.14 per share, totaling $ 154 million, during the years ended December 31, 2020, 2019 and 2018, respectively. Given the impacts of COVID-19, we suspended the payment of quarterly cash dividends on our common stock, effective with respect to the dividends occurring after the March 30, 2020 payment. Share Repurchase Program In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the year ended December 31, 2020, we did no t repurchase any shares pursuant to the Share Repurchase Program. For the years ended December 31, 2019 and 2018, we repurchased 3,673,768 shares totaling $ 78 million and 1,075,255 shares totaling $ 26 million pursuant to the Share Repurchase Program, respectively. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we are undertaking as a result of the market conditions caused by COVID-19. Approximately $ 287 million remains authorized for repurchases under the Share Repurchase Program as of December 31, 2020. 14. Equity-Based Awards As of December 31, 2020, our outstanding equity-based compensation plans and agreements include the Sovereign Holdings, Inc. Management Equity Incentive Plan (“Sovereign MEIP”), the Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan (“Sovereign 2012 MEIP”), the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), and the 2019 Director Equity Compensation Plan ("2019 Director Plan"). Our 2019 Omnibus Plan serves as a successor to the 2016 Omnibus Plan, the 2014 Omnibus Plan, the Sovereign MEIP and Sovereign 2012 MEIP and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards. Our 2019 Director Plan provides for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non- 93 employee Directors. Outstanding awards under the 2016 Omnibus Plan, the 2014 Omnibus Plan, the Sovereign MEIP and Sovereign 2012 MEIP continue to be subject to the terms and conditions of their respective plan. We initially reserved 12,500,000 shares of our common stock for issuance under our 2019 Omnibus Plan and 500,000 shares of our common stock for issuance under our 2019 Director Plan. We added 10,687,275 shares that were reserved but not issued under the Sovereign MEIP, Sovereign 2012 MEIP, 2014 Omnibus, and 2016 Omnibus Plans to the 2019 Omnibus Plan reserves, for a total of 23,187,275 authorized shares of common stock for issuance under the 2019 Omnibus Plan. Time-based options granted under the 2019, 2016, and 2014 Omnibus Plans prior to 2020 generally vest over a four year period with 25 % vesting at the end of year one and the remaining vesting quarterly thereafter. Time-based options granted under the 2019 Omnibus Plan in 2020 vest over a three-year period, vesting in equal annual installments. Options granted prior to fiscal year 2020 vested over a four-year period. Options granted are exercisable for up to 10 years. RSUs generally vest over a four year period with 25 % vesting annually. PSUs granted prior to 2020 generally vest over a four year period with 25 % vesting annually. During 2020, we granted PSUs that vest over a three year period in equal annual installments, as well as PSUs that cliff vest at the end of one , two, or three years , depending on the terms of the grant. Vesting of PSUs is dependent upon the achievement of certain company-based performance measures. Stock-based compensation expense for all awards totaled $ 70 million, $ 67 million and $ 57 million for the years ended December 31, 2020, 2019 and 2018, respectively. The fair value of the stock options granted was estimated at the date of grant using the Black-Scholes option pricing model. For further details on these assumptions, see Note 1. Summary of Business and Significant Accounting Policies. The following table summarizes the weighted-average assumptions used: Year Ended December 31, 2020 2019 2018 Exercise price $ 8.24 $ 21.37 $ 22.89 Average risk-free interest rate 0.70 % 2.40 % 2.72 % Expected life (in years) 6.00 6.11 6.11 Expected volatility 36.41 % 26.32 % 23.17 % Dividend yield 5.11 % 2.62 % 2.46 % The following table summarizes the stock option award activities under our outstanding equity-based compensation plans and agreements for the year ended December 31, 2020: Weighted-Average Quantity Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2019 4,478,366 $ 21.46 7.4 $ 8,000 Granted 2,043,226 8.24 Exercised ( 39,766 ) 6.12 Cancelled ( 1,857,337 ) 22.86 Forfeited ( 433,620 ) 16.96 Expired ( 890,613 ) 20.26 Outstanding at December 31, 2020 3,300,256 $ 13.59 7.9 $ 7,401 Vested and exercisable at December 31, 2020 1,091,946 $ 20.43 5.6 $ 242 ______________________ (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options awards and the closing price of our common stock of $ 12.02 on December 31, 2020. The total intrinsic value of stock options exercised was immaterial for the year ended December 31, 2020. For the years ended December 31, 2019 and 2018, the total intrinsic value of stock options exercised was $ 4 million and $ 6 million, respectively. The weighted-average fair values of options granted were $ 1.71 , $ 4.55 , and $ 4.58 during the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, $ 4 million in unrecognized compensation expense associated with stock options will be recognized over a weighted-average period of 2.3 years. 94 The following table summarizes the activities for our RSUs for the year ended December 31, 2020: Quantity Weighted-Average Grant Date Fair Value Unvested at December 31, 2019 6,365,580 $ 22.06 Granted 9,791,052 8.47 Vested ( 2,320,243 ) 22.97 Cancelled ( 295,024 ) 8.47 Forfeited ( 1,231,719 ) 16.67 Unvested at December 31, 2020 12,309,646 $ 12.07 The total fair value of RSUs vested, as of their respective vesting dates, was $ 52 million, $ 47 million, and $ 30 million during the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, approximately $ 106 million in unrecognized compensation expense associated with RSUs will be recognized over a weighted average period of 2.1 years. The following table summarizes the activities for our PSUs for the year ended December 31, 2020: Quantity Weighted-Average Grant Date Fair Value Unvested at December 31, 2019 2,089,505 $ 21.99 Granted 1,762,444 9.03 Vested ( 667,460 ) 20.29 Forfeited ( 337,694 ) 15.55 Unvested at December 31, 2020 2,846,795 $ 14.18 The total fair value of PSUs vested, as of their respective vesting dates, was $ 14 million, $ 11 million and $ 9 million during the years ended December 31, 2020, 2019 and 2018, respectively. The recognition of compensation expense associated with PSUs is contingent upon the achievement of annual company-based performance measures. During the year ended December 31, 2020, we amended the 2020 performance metrics associated with PSUs that vest in March 2021 due to the impact of COVID-19 on our performance and these awards became subject to variable accounting based on the fair value at the end of each period with the cumulative effect of changes in fair value recorded each reporting period. During the years ended December 31, 2019 and 2018, we assessed the probability of achieving the performance measures associated with PSU awards each reporting period and, if there was an adjustment, recorded the cumulative effect of the adjustment in that respective reporting period. As of December 31, 2020, unrecognized compensation expense associated with PSUs expected to vest totaled $ 14 million and $ 8 million for the annual measurement periods ending December 31, 2021 and 2022, respectively. 15. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, expect per share data): Year Ended December 31, 2020 2019 2018 Numerator: (Loss) income from continuing operations $ ( 1,274,332 ) $ 164,312 $ 340,921 Less: Net income attributable to non-controlling interests 1,200 3,954 5,129 Less: Preferred stock dividends 7,659 — — Net (loss) income from continuing operations available to common stockholders, basic and diluted $ ( 1,283,191 ) $ 160,358 $ 335,792 Denominator: Basic weighted-average common shares outstanding 289,855 274,168 275,235 Add: Dilutive effect of stock options and restricted stock awards — 2,049 2,283 Diluted weighted-average common shares outstanding 289,855 276,217 277,518 Earnings per share from continuing operations: Basic $ ( 4.43 ) $ 0.58 $ 1.22 Diluted $ ( 4.43 ) $ 0.58 $ 1.21 Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted- 95 average common shares outstanding calculation excludes 2 million of dilutive stock options and restricted stock awards for the year ended December 31, 2020 as their effect would be anti-dilutive given the net loss incurred in the period. The calculation of diluted weighted-average shares excludes the impact of 3 million of anti-dilutive common stock equivalents for the years ended December 31, 2020, 2019 and 2018, respectively. As we expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock, we have used the if-converted method for calculating any potential dilutive effect of these notes on our diluted net income per share. Under the if-converted method, the Exchangeable Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximately 44 million resulting common shares related to the Exchangeable Notes are not included in the dilutive weighted-average common shares outstanding calculation for the year ended December 31, 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in the period. Likewise, the potential dilutive effect of our Preferred Stock outstanding during the period was calculated using the if converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The approximately 40 million resulting common shares related to the Preferred Stock are not included in the dilutive weighted-average common shares outstanding calculation for the year ended December 31, 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in the period. 16. Pension and Other Postretirement Benefit Plans We sponsor the Sabre Inc. 401(k) Savings Plan (“401(k) Plan”), which is a tax qualified defined contribution plan that allows tax-deferred savings by eligible employees to provide funds for their retirement. We make a matching contribution equal to 100 % of each pre-tax dollar contributed by the participant on the first 6 % of eligible compensation. During 2020, we temporarily suspended our 401(k) match program for US-based employees in connection with our cost reduction efforts in response to market conditions as the result of the COVID-19 pandemic. We recognized expenses related to the 401(k) Plan of approximately $ 7 million, $ 23 million and $ 22 million for the years ended December 31, 2020, 2019 and 2018, respectively. We sponsor the Sabre Inc. Legacy Pension Plan (“LPP”), which is a tax qualified defined benefit pension plan for employees meeting certain eligibility requirements. The LPP was amended to freeze pension benefit accruals as of December 31, 2005, and as a result, no additional pension benefits have been accrued since that date. In April 2008, we amended the LPP to add a lump sum optional form of payment which participants may elect when their plan benefits commence. The effect of the amendment was to decrease the projected benefit obligation by $ 34 million, which is being amortized over 23.5 years, representing the weighted average of the lump sum benefit period and the life expectancy of all plan participants. We also sponsor postretirement benefit plans for certain employees in Canada and other jurisdictions. The following tables provide a reconciliation of the changes in the LPP’s benefit obligations and fair value of assets during the years ended December 31, 2020 and 2019, and the unfunded status as of December 31, 2020 and 2019 (in thousands): Year Ended December 31, 2020 2019 Change in benefit obligation: Benefit obligation at January 1 $ ( 463,436 ) $ ( 428,216 ) Interest cost ( 14,675 ) ( 18,324 ) Actuarial loss, net ( 53,831 ) ( 47,632 ) Benefits paid 18,476 30,736 Lump sum settlement 44,450 — Benefit obligation at December 31 $ ( 469,016 ) $ ( 463,436 ) Change in plan assets: Fair value of assets at January 1 $ 338,264 $ 312,455 Actual return on plan assets 55,215 54,945 Employer contributions 14,700 1,600 Benefits paid ( 18,476 ) ( 30,736 ) Lump sum settlement ( 44,450 ) — Fair value of assets at December 31 $ 345,253 $ 338,264 Unfunded status at December 31 $ ( 123,763 ) $ ( 125,172 ) The actuarial loss, net of $ 54 million for the year ended December 31, 2020 is attributable to a decrease in the discount rate. The actuarial loss, net of $ 48 million for the year ended December 31, 2019, is attributable to a decrease in the discount rate, form of payment assumptions, and updates to certain plan participant assumptions. During the year ended December 31, 2020, lump sum settlements occurred within our defined benefit pension plan which resulted in a loss of $ 18 million recorded to Other, net. 96 The net benefit obligation of $ 124 million and $ 125 million as of December 31, 2020 and 2019, respectively, is included in other noncurrent liabilities in our consolidated balance sheets. The amounts recognized in accumulated other comprehensive income (loss) associated with the LPP, net of deferred taxes of $ 40 million and $ 42 million as of December 31, 2020 and 2019, respectively, are as follows (in thousands): December 31, 2020 2019 Net actuarial loss $ ( 159,709 ) $ ( 154,608 ) Prior service credit 9,099 10,210 Pension settlement 14,005 — Accumulated other comprehensive loss $ ( 136,605 ) $ ( 144,398 ) The following table provides the components of net periodic benefit costs associated with the LPP and the principal assumptions used in the measurement of the LPP benefit obligations and net benefit costs for the three years ended December 31, 2020, 2019 and 2018 (in thousands): Year Ended December 31, 2020 2019 2018 Interest cost $ 14,675 $ 18,324 $ 17,090 Expected return on plan assets ( 15,420 ) ( 18,510 ) ( 18,790 ) Amortization of prior service credit ( 1,432 ) ( 1,432 ) ( 1,432 ) Amortization of actuarial loss 8,622 6,516 7,362 Net periodic benefit $ 6,445 $ 4,898 $ 4,230 Settlement charge 18,071 — — Net cost $ 24,516 $ 4,898 $ 4,230 Weighted-average discount rate used to measure benefit obligations 2.60 % 3.53 % 4.41 % Weighted average assumptions used to determine net benefit cost: Discount rate (1) 3.53 % 4.41 % 3.81 % Expected return on plan assets 5.00 % 5.75 % 5.75 % ________________________________ (1) As of August 31, 2020, 2.76 % discount rate due to the settlement charge. The following table provides the pre-tax amounts recognized in other comprehensive income (loss), including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2020, 2019 and 2018 (in thousands): Obligations Recognized in Year Ended December 31, Other Comprehensive Income (Loss) 2020 2019 2018 Net actuarial loss $ 15,225 $ 11,196 $ 25,595 Pension settlement ( 18,071 ) — — Amortization of actuarial loss ( 8,611 ) ( 6,516 ) ( 7,362 ) Amortization of prior service credit 1,432 1,432 1,432 Total (income) loss recognized in other comprehensive income (loss) $ ( 10,025 ) $ 6,112 $ 19,665 Total recognized in net periodic benefit cost and other comprehensive income (loss) $ 14,491 $ 11,010 $ 23,895 Our overall investment strategy for the LPP is to provide and maintain sufficient assets to meet pension obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact. Diversification is provided by using an asset allocation primarily between equity and debt securities in proportions expected to provide opportunities for reasonable long term returns with acceptable levels of investment risk. Fair values of the applicable assets are determined as follows: Mutual Fund —The fair value of our mutual funds are estimated by using market quotes as of the last day of the period. Common Collective Trusts —The fair value of our common collective trusts are estimated by using market quotes as of the last day of the period, quoted prices for similar securities and quoted prices in non-active markets. Real Estate —The fair value of our real estate funds are derived from the fair value of the underlying real estate assets held by the funds. These assets are initially valued at cost and are reviewed periodically utilizing available market data to determine if the assets held should be adjusted. 97 The basis for the selected target asset allocation included consideration of the demographic profile of plan participants, expected future benefit obligations and payments, projected funded status of the plan and other factors. The target allocations for LPP assets are 38 % global equities, 14 % real estate assets, 18 % diversified credit and 27 % liability hedging assets, and 2 % cash. It is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal. As defined in Note 11. Fair Value Measurements, the following tables present the fair value of the LPP assets as of December 31, 2020, and 2019: Fair Value Measurements at December 31, 2020 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common collective trusts: Foreign equity securities $ — $ 263,244 $ — $ 263,244 U.S. equity securities — 65,257 — 65,257 Money market mutual fund 8,017 — — 8,017 Limited partnership interest: Real estate — — 8,735 8,735 Total assets at fair value $ 8,017 $ 328,501 $ 8,735 $ 345,253 Fair Value Measurements at December 31, 2019 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common collective trusts: Foreign equity securities $ — $ 265,495 $ — $ 265,495 U.S. equity securities — 58,315 — 58,315 Money market mutual fund 4,506 — — 4,506 Limited partnership interest: Real estate — — 9,948 9,948 Total assets at fair value $ 4,506 $ 323,810 $ 9,948 $ 338,264 The following table provides a rollforward of plan assets valued using significant unobservable inputs (level 3), in thousands: Real Estate Ending balance at December 31, 2018 $ 20,836 Contributions 331 Net distributions ( 11,235 ) Advisory fee ( 205 ) Net investment income 771 Unrealized gain ( 541 ) Net realized gain ( 9 ) Ending balance at December 31, 2019 $ 9,948 Contributions 87 Net distributions ( 300 ) Redemptions ( 573 ) Advisory fee ( 92 ) Net investment income 400 Unrealized loss ( 728 ) Net realized loss ( 7 ) Ending balance at December 31, 2020 $ 8,735 We contributed $ 15 million and $ 2 million to fund our defined benefit pension plans during the years ended December 31, 2020 and 2019, respectively. Annual contributions to our defined benefit pension plans in the United States, Canada, and other jurisdictions are based on several factors that may vary from year to year. Our funding practice is to contribute the minimum required contribution as defined by law while also maintaining an 80 % funded status as defined by the Pension Protection Act of 98 2006. Thus, past contributions are not always indicative of future contributions. Based on current assumptions, we expect to make $ 13 million in contributions to our defined benefit pension plans in 2021. The expected long term rate of return on plan assets for each measurement date was selected after giving consideration to historical returns on plan assets, assessments of expected long term inflation and market returns for each asset class and the target asset allocation strategy. We do not anticipate the return of any plan assets to us in 2021. We expect the LPP to make the following estimated future benefit payments (in thousands): Amount 2021 $ 30,114 2022 30,544 2023 29,392 2024 33,259 2025 35,522 2026-2030 160,287 17. Commitments and Contingencies Purchase Commitments In the ordinary course of business, we make various commitments in connection with the purchase of goods and services from specific suppliers. We have outstanding commitments of approximately $ 2.9 billion. These purchase commitments extend through 2030. Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Antitrust Litigation and Investigations US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. The claims that were not dismissed are claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, which US Airways claims contain anticompetitive provisions, and an alleged conspiracy with the other GDSs, allegedly to maintain the industry structure and not to compete for content. We strongly deny all of the allegations made by US Airways. Sabre filed summary judgment motions in April 2014. In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief by which US Airways sought to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017. The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs. We continue to believe that our business practices and contract terms are lawful. Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $ 15 million, which is three times the jury’s award of $ 5 million as required by the Sherman Act. As a result of the jury's verdict, US Airways was also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion seeking approximately $ 125 million in attorneys’ fees and costs, the amount of which we strongly dispute. In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, without prejudice. In the fourth quarter of 2016, we accrued a loss of $ 32 million, which represented the court's final judgment of $ 15 million, plus our estimate of $ 17 million for US Airways' reasonable attorneys’ fees, expenses and costs. In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders 99 dismissing and/or issuing summary judgment as to portions of its claims and damages. In connection with this appeal, we posted an appellate bond equal to the aggregate amount of the $ 15 million judgment entered plus interest, which stayed the judgment pending the appeal. The Second Circuit heard oral arguments on this matter in December 2018. In September 2019, the Second Circuit issued its Order and Opinion. The Second Circuit vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial. In addition, the Second Circuit affirmed the trial court’s ruling limiting US Airways’ damages. The judgment in our favor on US Airways' conspiracy claim remains intact. The lawsuit has been remanded to federal court in the Southern District of New York for further proceedings. The trial court has scheduled the trial to begin on April 25, 2022. As a result of the Second Circuit’s opinion, we believe that the claims associated with this case are not probable; therefore, in the third quarter of 2019, we reversed our previously accrued loss of $ 32 million and do no t have any losses accrued for this matter as of December 31, 2020. We have and will incur significant fees, costs and expenses for as long as the litigation is ongoing. In addition, litigation by its nature is highly uncertain and fraught with risk, and it is therefore difficult to predict the outcome of any particular matter, including any changes to our business that may be required as a result of the litigation. If favorable resolution of the matter is not reached upon remand, any monetary damages are subject to trebling under the antitrust laws and US Airways would be eligible to be reimbursed by us for its reasonable costs and attorneys’ fees. Depending on the amount of any such judgment, if we do not have sufficient cash on hand, we may be required to seek private or public financing. Depending on the outcome of the litigation, any of these consequences could have a material adverse effect on our business, financial condition and results of operations. European Commission’s Directorate-General for Competition ("EC") Investigation On November 23, 2018, the EC announced that it has opened an investigation of us and another GDS to assess whether our respective agreements with airlines and travel agents may restrict competition in breach of European Union antitrust rules. We are fully cooperating with the EC’s investigation and are unable to make any prediction regarding its outcome at this time. There is no legal deadline for the EC to bring an antitrust investigation to an end, and the duration of the investigation is uncertain. Depending on the findings of the EC, the outcome of the investigation could have a material adverse effect on our business, financial condition and results of operations. We may incur significant fees, costs and expenses for as long as this investigation is ongoing. We intend to vigorously defend against any allegations of anticompetitive activity by the EC. Department of Justice Investigation On May 19, 2011, we received a civil investigative demand ("CID") from the DOJ investigating alleged anticompetitive acts related to the airline distribution component of our business. We are fully cooperating with the DOJ investigation and are unable to make any prediction regarding its outcome. The DOJ is also investigating other companies that own GDSs and has sent CIDs to other companies in the travel industry. Based on its findings in the investigation, the DOJ may (i) close the file, (ii) seek a consent decree to remedy issues it believes violate the antitrust laws, or (iii) file suit against us for violating the antitrust laws, seeking injunctive relief. If injunctive relief were granted, depending on its scope, it could affect the manner in which our airline distribution business is operated and potentially force changes to the existing airline distribution business model. Any of these consequences would have a material adverse effect on our business, financial condition and results of operations. We have not received any communications from the DOJ regarding this matter for several years; however, we have not been notified that this matter is closed. Indian Income Tax Litigation We are currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999, and later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue further tax assessments on a similar basis for subsequent years; however, the tax assessments for assessment years ending March 2007 and later are no longer material. We appealed the tax assessments for assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in our favor on June 19, 2009 and July 10, 2009, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our favor on July 19, 2010. The DIT has appealed the decision to the Supreme Court of India and our case is currently pending before that court. We have appealed the tax assessments for the assessment years ended March 2013 to March 2016 with the ITAT and no trial date has been set for these subsequent years. In addition, Sabre Asia Pacific Pte Ltd ("SAPPL") is currently a defendant in similar income tax litigation brought by the DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court. The DIT also assessed taxes on a similar basis plus some additional issues for 100 assessment years ending March 2006 through March 2016 and appeals for assessment years ending March 2006 through 2016 are pending before the ITAT or the High Court depending on the year. If the DIT were to fully prevail on every claim against us, including SAPPL, we could be subject to taxes, interest and penalties of approximately $ 45 million as of December 31, 2020. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other SynXis Central Reservation System As previously disclosed, we became aware of an incident involving unauthorized access to payment information contained in a subset of hotel reservations processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the “HS Central Reservation System”). Our investigation was supported by third party experts, including a leading cybersecurity firm. Our investigation determined that an unauthorized party: obtained access to account credentials that permitted access to a subset of hotel reservations processed through the HS Central Reservation System; used the account credentials to view a credit card summary page on the HS Central Reservation System and access payment card information (although we use encryption, this credential had the right to see unencrypted card data); and first obtained access to payment card information and some other reservation information on August 10, 2016. The last access to payment card information was on March 9, 2017. The unauthorized party was able to access information for certain hotel reservations, including cardholder name; payment card number; card expiration date; and, for a subset of reservations, card security code. The unauthorized party was also able, in some cases, to access certain information such as guest name(s), email, phone number, address, and other information if provided to the HS Central Reservation System. Information such as Social Security, passport, or driver’s license number was not accessed. The investigation did not uncover forensic evidence that the unauthorized party removed any information from the system, but it is a possibility. We took successful measures to ensure this unauthorized access to the HS Central Reservation System was stopped and is no longer possible. There is no indication that any of our systems beyond the HS Central Reservation System, such as Sabre’s Travel Solutions platforms, were affected or accessed by the unauthorized party. We notified law enforcement and the payment card brands and engaged a payment card industry data ("PCI") forensic investigator to investigate this incident at the payment card brands' request. We have notified customers and other companies that use or interact with, directly or indirectly, the HS Central Reservation System about the incident. In December 2020, we entered into settlement agreements with certain state Attorneys General to resolve their investigation into this incident. As part of the settlement with these states, we paid $ 2 million to the states represented by the Attorneys General in the first quarter of 2021 and agreed to implement certain security controls and processes. Separately, in November 2017, Sabre Hospitality Solutions observed a pattern of activity that, after further investigation, led it to believe that an unauthorized party improperly obtained access to certain hotel user credentials for purposes of accessing the HS Central Reservation System. We deactivated the compromised accounts and notified law enforcement of this activity. We also notified the payment card brands, and at their request, we have engaged a PCI forensic investigator to investigate this incident. We have not found any evidence of a breach of the network security of the HS Central Reservation System, and we believe that the number of affected reservations represents only a fraction of 1 % of the bookings in the HS Central Reservation System. Although the costs related to these incidents, including any associated penalties assessed by any other governmental authority or payment card brand or indemnification obligations to our customers, as well as any other impacts or remediation related to this incident, may be material, it is not possible at this time to determine whether we will incur, or to reasonably estimate the amount of, any liabilities in connection with them, with the exception of the payment related to the settlement agreements as described above. We maintain insurance that covers certain aspects of cyber risks, including the payment related to the settlement agreements, and we continue to work with our insurance carriers in these matters. Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we believe it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of 101 refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. Our most significant VAT receivable is in Greece. As of December 31, 2020, we have approximately $ 22 million in VAT receivables for which refund claims have been filed with the Greek government. Although we have paid these amounts and believe we are entitled to a refund, the Greek tax authorities have challenged our position. In the second quarter of 2020, we received notice that the tax court has accepted our arguments to dismiss certain claims by the Greek tax authorities; however, this ruling has been appealed. In Greece, as in other jurisdictions, we intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of December 31, 2020, we do not believe that an adverse outcome is probable with respect to the claims of the Greek tax authorities or any other jurisdiction; as a result, we have not accrued any material amounts for exposure related to such contingencies or adverse decisions. Nevertheless, we may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations. 18. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. We now operate our business and present our results through two business segments effective the third quarter of 2020 (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers. All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments have been consolidated into a unified revenue and expense structure which aligns with information that our Chief Operating Decision Maker utilizes beginning in the third quarter of 2020 to evaluate segment performance and allocate resources. These changes did not impact the historical Hospitality Solutions reporting segment's revenue and expenses. Our CODM utilizes Adjusted Operating (Loss) Income as the measures of profitability to evaluate performance of our segments and allocate resources which is not a recognized term under GAAP. Our uses of Adjusted Operating (Loss) Income has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted Operating (loss) Income as operating (loss) income adjusted for equity method (loss) income, impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation. As a result of the Strategic Realignment, we have separated our technology costs from cost of revenue and moved certain expenses previously classified as cost of revenue to selling, general and administrative to provide increased visibility to our technology costs for analytical and decision-making purposes and to align costs with the current leadership and operational organizational structure. Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment. Certain of our costs associated with our technology organization are allocated to the segments based on the segments' usage of resources. Benefit expenses, facility costs and depreciation expense on the corporate headquarters building are allocated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our GDS. 102 Segment information for the years ended December 31, 2020, 2019 and 2018 is as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue Travel Solutions $ 1,176,694 $ 3,723,000 $ 3,628,941 Hospitality Solutions 174,628 292,880 273,079 Eliminations ( 17,222 ) ( 40,892 ) ( 35,064 ) Total revenue $ 1,334,100 $ 3,974,988 $ 3,866,956 Adjusted Operating (Loss) Income (a) Travel Solutions $ ( 523,122 ) $ 729,266 $ 866,957 Hospitality Solutions ( 63,915 ) ( 21,632 ) 12,881 Corporate ( 158,237 ) ( 194,226 ) ( 178,406 ) Total $ ( 745,274 ) $ 513,408 $ 701,432 Depreciation and amortization Travel Solutions $ 250,540 $ 292,097 $ 300,707 Hospitality Solutions 42,789 53,098 39,943 Total segments 293,329 345,195 340,650 Corporate 70,414 69,426 72,694 Total $ 363,743 $ 414,621 $ 413,344 Capital Expenditures Travel Solutions $ 23,481 $ 52,642 $ 163,317 Hospitality Solutions 3,177 11,324 39,160 Total segments 26,658 63,966 202,477 Corporate 38,762 51,200 81,463 Total $ 65,420 $ 115,166 $ 283,940 (a) The following table sets forth the reconciliation of operating (loss) income in our statement of operations to Adjusted Operating (Loss) Income (in thousands): Year Ended December 31, 2020 2019 2018 Operating (loss) income $ ( 988,039 ) $ 363,417 $ 562,016 Add back: Equity method (loss) income ( 2,528 ) 2,044 2,556 Impairment and related charges (1) 8,684 — — Acquisition-related amortization (2) 65,998 64,604 68,008 Restructuring and other costs (3) 85,797 — — Acquisition-related costs (4) 16,787 41,037 3,266 Litigation costs, net (5) ( 1,919 ) ( 24,579 ) 8,323 Stock-based compensation 69,946 66,885 57,263 Adjusted Operating (loss) income $ ( 745,274 ) $ 513,408 $ 701,432 103 (1) Impairment and related charges represents $ 5 million associated with s oftware developed for internal use and $ 4 million associated with capitalized implementation costs related to a specific customer based on our analysis of the recoverability of such amounts. (2) Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date. (3) Restructuring and other costs represents charges associated with business restructuring and associated changes, including the Strategic Realignment, as well as other measures to support the new organizational structure and to respond to the impacts of the COVID-19 pandemic on our business, facilities and cost structure. See Note 4. Restructuring Activities for further details. (4) Acquisition-related costs represent fees and expenses incurred associated with the now-terminated agreement to acquire Farelogix, as well as costs related to the acquisition of Radixx in 2019. See Note 3. Acquisitions for further information. (5) Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters. In 2020, we reversed the previously accrued non-income tax expense of $ 4 million due to success in our claims. In 2019, we recorded the reversal of our previously accrued loss related to the US Airways legal matter for $ 32 million. In 2018, we recorded non-income tax expense of $ 5 million for tax, penalties and interest associated with certain non-income tax claims for historical periods regarding permanent establishment in a foreign jurisdiction. See Note 17. Commitments and Contingencies for further information. A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. Transaction-based revenue accounted for approximately 79 %, 91 % and 92 % of our Travel Solutions revenue for each of the years ended December 31, 2020, 2019 and 2018. Transaction-based revenue accounted for approximately 68 %, 80 % and 81 % for the years ended December 31, 2020, 2019 and 2018, respectively, of our Hospitality Solutions revenue. All joint venture equity income relates to Travel Solutions. Our revenues and long-lived assets, excluding goodwill and intangible assets, by geographic region are summarized below. Distribution revenue for the Travel Solutions business is attributed to countries based on the location of the travel supplier and IT Solutions revenue is based on the location of the customer. For Hospitality Solutions, revenue is attributed to countries based on the location of the customer. The majority of our revenues and long-lived assets are derived from the United States, Europe, and Asia-Pacific ("APAC") as follows (in thousands): Year Ended December 31, 2020 2019 2018 Revenue: United States $ 636,854 $ 1,306,450 $ 1,346,895 Europe 287,421 913,245 928,533 APAC 151,206 822,679 820,711 All Other 258,619 932,614 770,817 Total $ 1,334,100 $ 3,974,988 $ 3,866,956 As of December 31, 2020 2019 Long-lived assets United States $ 417,070 $ 622,034 Europe 39,160 1,594 APAC 17,956 11,521 All Other 14,415 6,573 Total $ 488,601 $ 641,722 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.