What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2023-02-17 compared with 2022-02-18 · 397 added, 435 removed, 1382 unchanged (38% of the section changed)

4 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Other Comprehensive (Loss) Income for the Years Ended December 31, 2021, 2020 and 201 9

Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022, 2021 and 2020

Notes to Consolidated Financial Statements

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule listed in the Index at Item 15 (collectively referred to as the “ consolidated financial statements ” ).

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with U.S.

24 unchanged sentences

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.

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.

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, 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.

Our procedures also included testing the judgments and estimates used to determine the rate to recognize revenue based on the contractual minimums, tiered pricing and other discounts, and current economic conditions.

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.

23 unchanged sentences

In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, 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, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 18, 2022 expressed an unqualified opinion thereon.

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, 2022 and 2021, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 17, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

26 unchanged sentences

Selling, general and administrative 661,159 610,078 586,406

Operating (loss) income ( 665,487 ) ( 988,039 ) 363,417

Other income (expense):

Operating loss ( 261,060 ) ( 665,487 ) ( 988,039 )

Other expense:

Interest expense, net ( 295,231 ) ( 257,818 ) ( 225,785 )

Loss on extinguishment of debt ( 4,473 ) ( 13,070 ) ( 21,626 )

Equity method (loss) income ( 264 ) ( 2,528 ) 2,044

Equity method income (loss) 686 ( 264 ) ( 2,528 )

Other, net 136,645 ( 1,748 ) ( 66,961 )

Total other expense, net ( 162,373 ) ( 272,900 ) ( 316,900 )

(Loss) income from continuing operations before income taxes ( 938,387 ) ( 1,304,939 ) 199,638

(Benefit) Provision for income taxes ( 14,612 ) ( 21,012 ) 35,326

(Loss) income from continuing operations ( 923,775 ) ( 1,283,927 ) 164,312

Loss from continuing operations before income taxes ( 423,433 ) ( 938,387 ) ( 1,304,939 )

Provision (benefit) for income taxes 8,666 ( 14,612 ) ( 21,012 )

Loss from continuing operations ( 432,099 ) ( 923,775 ) ( 1,283,927 )

(Loss) income from discontinued operations, net of tax ( 679 ) ( 2,532 ) 2,788

Net (loss) income ( 926,307 ) ( 1,281,139 ) 162,546

Net loss ( 432,778 ) ( 926,307 ) ( 1,281,139 )

Net income attributable to noncontrolling interests 2,670 2,162 1,200

1 unchanged sentence

Preferred stock dividends 21,385 21,602 7,659

Net (loss) income attributable to common stockholders $ ( 950,071 ) $ ( 1,289,998 ) $ 158,592

Basic net (loss) income per share attributable to common stockholders:

(Loss) income from continuing operations $ ( 2.95 ) $ ( 4.46 ) $ 0.58

Net loss attributable to common stockholders $ ( 456,833 ) $ ( 950,071 ) $ ( 1,289,998 )

Basic net loss per share attributable to common stockholders:

Loss from continuing operations $ ( 1.40 ) $ ( 2.95 ) $ ( 4.46 )

(Loss) income from discontinued operations — ( 0.01 ) 0.01

Net (loss) income per common share $ ( 2.96 ) $ ( 4.45 ) $ 0.57

Diluted net (loss) income per share attributable to common stockholders:

(Loss) income from continuing operations $ ( 2.95 ) $ ( 4.46 ) $ 0.58

Net loss per common share $ ( 1.40 ) $ ( 2.96 ) $ ( 4.45 )

Diluted net loss per share attributable to common stockholders:

Loss from continuing operations $ ( 1.40 ) $ ( 2.95 ) $ ( 4.46 )

(Loss) income from discontinued operations — ( 0.01 ) 0.01

Net (loss) income per common share $ ( 2.96 ) $ ( 4.45 ) $ 0.57

Net loss per common share $ ( 1.40 ) $ ( 2.96 ) $ ( 4.45 )

Weighted-average common shares outstanding:

4 unchanged sentences

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

1 unchanged sentence

2022 2021 2020

Net (loss) income $ ( 926,307 ) $ ( 1,281,139 ) $ 162,546

Other comprehensive income (loss), net of tax:

Net loss $ ( 432,778 ) $ ( 926,307 ) $ ( 1,281,139 )

Other comprehensive income, net of tax:

Foreign currency translation adjustments ("CTA") ( 1,024 ) ( 7,223 ) 7,698

Retirement-related benefit plans:

Net actuarial gain (loss), net of taxes of $( 517 ), $ 3,447 and $ 2,379

Net actuarial (loss) gain, net of taxes of $( 490 ), $( 517 ) and $ 3,447

( 136 ) 36,742 ( 11,778 )

8 unchanged sentences

5,658 ( 134 ) ( 20,521 )

Reclassification adjustment for realized losses, net of taxes of $( 3,670 ), $( 4,959 ) and $( 1,469 )

Reclassification adjustment for realized (gains) losses, net of taxes of $ 78 , $( 3,670 ) and $( 4,959 )

( 1,082 ) 12,805 17,890

1 unchanged sentence

Share of other comprehensive (loss) income of equity method investments ( 23 ) ( 602 ) 489

Other comprehensive income (loss) 55,670 13,349 ( 16,582 )

Comprehensive (loss) income ( 870,637 ) ( 1,267,790 ) 145,964

Other comprehensive income 14,556 55,670 13,349

Comprehensive loss ( 418,222 ) ( 870,637 ) ( 1,267,790 )

Comprehensive income attributable to noncontrolling interests ( 2,670 ) ( 2,162 ) ( 1,200 )

Comprehensive (loss) income attributable to Sabre Corporation $ ( 872,799 ) $ ( 1,268,990 ) $ 142,010

Comprehensive loss attributable to Sabre Corporation $ ( 420,892 ) $ ( 872,799 ) $ ( 1,268,990 )

See Notes to Consolidated Financial Statements.

35 unchanged sentences

Preferred stock;

$ 0.01 par value, 225,000 authorized, 3,290 and 3,340 shares issued and outstanding as of December 31, 2021 and 2020, respectively;

aggregate liquidation value of $ 329,000 and $ 334,000 as of December 31, 2021 and 2020, respectively

$ 0.01 par value, 225,000 authorized, 3,290 shares issued and outstanding as of December 31, 2022 and 2021;

aggregate liquidation value of $ 329,000 as of December 31, 2022 and 2021

Common stock:

8 unchanged sentences

Noncontrolling interest 11,500 9,190

Total stockholders’ (deficit) equity ( 499,717 ) 285,154

Total liabilities and stockholders’ (deficit) equity $ 5,291,330 $ 6,077,722

Total stockholders’ deficit ( 872,827 ) ( 499,717 )

Total liabilities and stockholders’ deficit $ 4,962,875 $ 5,291,330

See Notes to Consolidated Financial Statements.

5 unchanged sentences

Operating Activities

Net (loss) income $ ( 926,307 ) $ ( 1,281,139 ) $ 162,546

Adjustments to reconcile net (loss) income to cash (used in) provided by operating activities:

Net loss $ ( 432,778 ) $ ( 926,307 ) $ ( 1,281,139 )

Adjustments to reconcile net loss to cash used in operating activities:

Depreciation and amortization 184,633 262,185 363,743

Gain on sale of assets and investments ( 180,081 ) ( 14,532 ) —

Stock-based compensation expense 82,872 120,892 69,946

Amortization of upfront incentive consideration 44,086 57,570 74,677

Loss on fair value of investment 26,000 — —

Deferred income taxes ( 17,306 ) ( 27,515 ) ( 27,333 )

Gain on sale of investment ( 14,532 ) — —

Loss on extinguishment of debt 13,070 21,626 —

Amortization of debt discount and issuance costs 16,026 11,984 9,633

Provision for expected credit losses ( 7,788 ) 65,710 20,563

Pension settlement charge 6,707 7,529 18,071

Loss (income) from discontinued operations 2,532 ( 2,788 ) 1,766

Impairment and related charges 5,146 — 8,684

Debt modification costs 4,905 2,435 —

Loss on extinguishment of debt 4,473 13,070 21,626

Gain on loan converted to equity ( 3,568 ) — —

Loss (income) from discontinued operations 679 2,532 ( 2,788 )

Other 5,732 4,701 7,981

Provision for expected credit losses ( 285 ) ( 7,788 ) 65,710

Acquisition termination fee — — 24,811

Impairment and related charges — 8,684 —

Facilities-related charges — — 5,816

Other 4,701 7,981 2,085

Changes in operating assets and liabilities:

7 unchanged sentences

Deferred revenue including upfront solution fees ( 15,506 ) ( 4,519 ) 15,357

Cash (used in) provided by operating activities ( 414,654 ) ( 770,245 ) 581,260

Cash used in operating activities ( 276,458 ) ( 414,654 ) ( 770,245 )

Investing Activities

Additions to property and equipment ( 54,302 ) ( 65,420 ) ( 115,166 )

Proceeds from disposition of investments and assets 392,268 24,874 68,504

Purchase of investment in equity securities ( 80,000 ) — —

Acquisitions, net of cash acquired ( 68,797 ) — —

Additions to property and equipment ( 69,494 ) ( 54,302 ) ( 65,420 )

Other investing activities — — ( 4,375 )

Cash used in investing activities ( 29,428 ) ( 1,291 ) ( 243,026 )

Cash provided by (used in) investing activities 173,977 ( 29,428 ) ( 1,291 )

Financing Activities

Proceeds of borrowings from lenders 1,070,380 2,982,000 45,000

Payments on borrowings from lenders ( 1,822,661 ) ( 1,061,050 ) ( 1,533,597 )

Net payment on the settlement of equity-based awards ( 22,682 ) ( 5,996 ) ( 5,736 )

Proceeds of borrowings from lenders 1,818,581 1,070,380 2,982,000

Debt discount and issuance costs ( 33,489 ) ( 12,194 ) ( 77,878 )

Dividends paid on preferred stock ( 21,385 ) ( 21,629 ) ( 5,850 )

Debt prepayment fees and issuance costs ( 12,194 ) ( 77,878 ) —

Net payment on the settlement of equity-based awards ( 16,084 ) ( 22,682 ) ( 5,996 )

Other financing activities ( 332 ) ( 843 ) ( 8,324 )

Payment for settlement of exchangeable notes — ( 2,540 ) —

3 unchanged sentences

Cash dividends paid to common shareholders — — ( 38,544 )

Repurchase of common stock — — ( 77,636 )

Other financing activities ( 843 ) ( 8,324 ) ( 9,799 )

Cash provided by (used in) financing activities ( 50,558 ) 1,837,741 ( 409,721 )

Cash (used in) provided by financing activities ( 75,370 ) ( 50,558 ) 1,837,741

Cash Flows from Discontinued Operations

11 unchanged sentences

SABRE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(In thousands, except share data)

6 unchanged sentences

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount Shares Amount

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 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 — — — — — — — ( 1,282,339 ) 13,349 1,200 ( 1,267,790 )

10 unchanged sentences

Comprehensive loss — — — — — — — ( 928,469 ) 55,670 2,162 ( 870,637 )

Preferred stock dividends (1)

Preferred stock dividend (1)

— — — — — — — ( 21,602 ) — — ( 21,602 )

5 unchanged sentences

Balance at December 31, 2021 3,290,000 33 346,430,421 3,464 3,115,719 22,929,668 ( 498,141 ) ( 3,049,695 ) ( 80,287 ) 9,190 ( 499,717 )

Comprehensive loss — — — — — — — ( 435,448 ) 14,556 2,670 ( 418,222 )

Preferred stock dividend (1)

— — — — — — — ( 21,385 ) — — ( 21,385 )

Settlement of stock-based awards — — 7,006,082 70 ( 11 ) 1,965,330 ( 16,074 ) — — — ( 16,015 )

Stock-based compensation expense — — — — 82,872 — — — — — 82,872

Other — — — — — — ( 360 ) ( 360 )

Balance at December 31, 2022 3,290,000 $ 33 353,436,503 $ 3,534 $ 3,198,580 24,894,998 $ ( 514,215 ) $ ( 3,506,528 ) $ ( 65,731 ) $ 11,500 $ ( 872,827 )

(1) Our mandatory convertible preferred stock accumulates cumulative dividends at an annual rate of 6.50 %.

6 unchanged sentences

On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”).

Sabre Holdings is the sole subsidiary of Sabre Corporation.

Sabre Holdings is the sole direct subsidiary of Sabre Corporation.

Sabre GLBL Inc.

6 unchanged sentences

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.

As expected, this pandemic has continued to have a material impact on our consolidated financial results in 2021.

Despite the continued negative impacts of the COVID-19 pandemic on our business and global travel volumes, we have seen some gradual improvement in our key volume metrics during the year ended December 31, 2021 as compared to the prior year as COVID-19 vaccines have continued to be administered and some travel restrictions have been relaxed.

Domestic bookings continue to exceed international bookings, however, negatively impacting revenue.

With the continued increase in volumes, our incentive consideration costs have also increased significantly compared to the prior year.

We believe the ongoing effects of COVID-19 on our operations and global bookings will continue to have a material negative impact on our financial results and liquidity, and this negative impact may continue well beyond the containment of the outbreak.

We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through the global economic recovery from the COVID-19 pandemic.

As a result, 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.

The travel industry continues to be adversely affected by the global health crisis due to the outbreak of the coronavirus, including variants ("COVID-19"), as well as by government directives that have been enacted to slow the spread of the virus.

The COVID-19 pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers.

In 2020, we experienced significant decreases in transaction-based revenue in our Travel Solutions segment, including increased cancellation activity beyond what was initially estimated, as well as a reduction in SynXis Software and Services revenue in our Hospitality Solutions segment due to a decrease in transaction volumes as a result of the COVID-19 pandemic.

As expected, this pandemic has continued to have a material impact to our consolidated financial results in 2021 and 2022.

Despite the continued negative impacts of the COVID-19 pandemic on our business and global travel volumes, as COVID-19 vaccines have continued to be administered and travel restrictions have been relaxed, we have seen gradual improvement in our key volume metrics during the year ended December 31, 2022 and 2021.

With the continued increase in volumes, our incentive consideration costs are also increasing significantly compared to 2020 and 2021.

The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates.

Our air booking cancellation reserve totaled $ 18 million as of December 31, 2021 and 2020.

Additionally, our allowance for credit losses at December 31, 2021 was $ 60 million, a decrease of $ 38 million from December 31, 2020.

Our provision for expected credit losses for the year ended December 31, 2021 decreased $ 74 million from December 31, 2020, primarily related to fully reserving for aged balances of certain customers in the prior year and an overall improvement in our forecasted credit losses in the current year given the start of the global economic recovery from the COVID-19 pandemic.

Credit Losses.

Our air booking cancellation reserve totaled $ 11 million and $ 18 million as of December 31, 2022 and 2021, respectively, as cancellation activity has continued to decline.

We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through the industry's recovery from the COVID-19 pandemic.

As a result, 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, the uncertain economic environment 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.

Strategic Realignment

We completed a strategic realignment ("the Strategic Realignment") of our airline and agency-focused businesses in the third quarter of 2020 to address the changing travel landscape and respond to the impacts of the COVID-19 pandemic on our business and cost structure.

Restructuring Activities for further details on the costs incurred related to restructuring activities.

As a result of the Strategic Realignment, we now operate our business and present our results through two business segments:

2 unchanged sentences

There were no changes to the historical Hospitality Solutions reporting segment.

Additionally, we present 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.

Financial information for all periods presented reflects these classifications.

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 global distribution system ("GDS") for Travel Solutions and GDS transaction fees for Hospitality Solutions, amortization of upfront incentive consideration and depreciation and amortization associated with capitalized implementation costs, and certain intangible assets.

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.

Basis of Presentation

8 unchanged sentences

Actual results could differ from these estimates and assumptions.

Our accounting policies, which utilize 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.

Our accounting policies, that utilize 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.

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.

Revenue Recognition

7 unchanged sentences

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.

We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time.

Our significant product and services and methods of recognition are as follows:

4 unchanged sentences

This variable consideration is constrained if there is an inability to reliably forecast this revenue or if future reversal is considered probable.

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.

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 of 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")).

14 unchanged sentences

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.

Contract assets and deferred customer advances and discounts are reviewed for recoverability on a periodic basis based on a review of impairment indicators, 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, 2022, 2021 and 2020, we did not impair any of these assets as a result of the related contract becoming uncollectible, modified or canceled.

45 unchanged sentences

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.

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.

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.

2 unchanged sentences

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.

26 unchanged sentences

During the years ended December 31, 2022, 2021 and 2020, we capitalized $ 64 million, $ 39 million, and $ 41 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.

of other assets may not be recoverable.

We did not record any property and equipment impairment charges for the years ended December 31, 2022 and 2021.

21 unchanged sentences

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.

Assets Held for Sale

Business Divestitures

We periodically divest assets that we do not consider core to our business strategy.

23 unchanged sentences

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 utilize the equity method to account for our interests in entities that we do not control but over which we exert significant influence.

We periodically evaluate investments 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.

17 unchanged sentences

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 recognize liabilities when we determine a tax position is not more likely than not to be 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.

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.

We recognize liabilities, if any, related to global low-taxed intangible income (“GILTI”) in the year in which the liability arises and not as a deferred tax liability.

Pension and Other Postretirement Benefits

24 unchanged sentences

Adoption of New Accounting Standards

In December 2021, the Financial Accounting Standards Board ("FASB") issued guidance that requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606:

In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional expedients and exceptions for applying U.S.

GAAP to existing 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.

This standard is effective for all entities upon issuance and is optional through December 31, 2024.

As of December 31, 2022, the options under this standard have not been applicable.

We continue to monitor our contracts and transactions for potential application of this guidance.

In March 2022, the FASB issued updated guidance on derivatives and hedging which allows entities to apply fair value hedging to closed portfolios of prepayable financial assets without having to consider prepayment risk or credit risk when measuring the assets.

The amendments allow multiple hedged layers to be designated for a single closed portfolio for financial assets or one or more beneficial interests secured by a portfolio of financial instruments.

As a result, an entity can achieve hedge accounting for hedges of a greater proportion of the interest rate risk inherent in the assets included in the closed portfolio, further aligning hedge accounting with risk management strategies.

The standard is effective for public entities for fiscal years beginning after December 15, 2022, with early adoption permitted.

We adopted this standard in the first quarter of 2022 and there was no impact to our consolidated financial statements as a result of the adoption.

In December 2021, the FASB issued guidance that requires an entity (acquirer) to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606:

Revenue from contracts with customers .

We adopted this standard in the fourth quarter of 2021, which did not have a material impact on our consolidated financial statements.

In August 2020, the FASB issued updated guidance limiting the accounting models for convertible instruments, which requires the senior exchangeable notes due 2025 (the "Exchangeable Notes") entered into April 2020 to be accounted for as a single liability measured at amortized cost.

We elected to early adopt this standard on January 1, 2021 using the full retrospective method, which requires us to restate each prior reporting period presented.

As a result of adoption, the component of the Exchangeable Notes originally bifurcated as equity was derecognized and accounted for as a liability.

The net deferred tax liability originally recognized within equity in connection with the debt discount and issuance costs was also derecognized.

The debt issuance costs that were originally allocated to equity were reclassified to debt and amortized using an effective interest rate of approximately 5 %.

As a result of derecognizing the net deferred tax liability of $ 18 million related to the debt discount, the valuation allowance associated with the deferred tax asset increased by $ 17 million for the year ended December 31, 2020.

The impact of the adoption of the guidance on our consolidated statements of operations for the year end December 31, 2020 was a decrease in interest, net of $ 9 million, and a decrease in benefit for income taxes of $ 19 million.

This increased our net loss attributable to common stockholders by $ 10 million for the year ended December 31, 2020.

There was a $ 0.03 decrease in earnings per share for the year ended December 31, 2020 as a result of the adoption.

The impacts to our consolidated balance sheets as of December 31, 2020 are shown below (in thousands):

December 31, 2020

As Originally Reported Adjustments Recast

Deferred income taxes $ 72,744 $ ( 548 ) $ 72,196

Long-term debt 4,639,782 78,026 4,717,808

Additional paid-in capital 3,052,953 ( 67,876 ) 2,985,077

Accumulated deficit ( 2,090,022 ) ( 9,602 ) ( 2,099,624 )

Total stockholders’ equity 362,632 ( 77,478 ) 285,154

Total liabilities and stockholders’ equity 6,077,722 — 6,077,722

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.

We adopted this standard prospectively in the first quarter of 2021, which did not have a material impact on our consolidated financial statements.

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.

2 unchanged sentences

Credit Losses for more information on the impacts from adoption and ongoing considerations.

Recent Accounting Pronouncements

In March 2020, the 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.

This standard is effective for all entities upon issuance and is optional through December 31, 2022.

As of December 31, 2021 we have not modified any of the interest rates on our outstanding debt and therefore, the options under this standard are not applicable.

Revenue from Contracts with Customers

12 unchanged sentences

During the year ended December 31, 2022, we recognized revenue of approximately $ 38 million from contract liabilities that existed as of January 1, 2022.

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.

Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software.

During the year ended December 31, 2022, we recorded an impairment of $ 5 million on our unbilled receivables due to the expected impact of Russian legislation and related regulations enacted during the year on the future recoverability of these assets.

We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 7.

15 unchanged sentences

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, 2021, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $ 13 million.

For the year ended December 31, 2022, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $ 27 million, which is primarily due to the recognition of revenue that was previously deferred but became recognizable due to a change in facts and circumstances associated with an IT Solutions customer located in Russia.

It is no longer considered probable that this revenue will be reversed and this amount was fully paid by the customer.

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.

2 unchanged sentences

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 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.

Our air booking cancellation reserve totaled $ 18 million as of December 31, 2021 and 2020.

Our cancellation reserve is sensitive to our estimate 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.

Our air booking cancellation reserve totaled $ 11 million and $ 18 million as of December 31, 2022 and 2021.

Given the uncertainties surrounding the duration and effects of COVID-19, including any variants, on transaction volumes in the global travel industry, particularly air travel transaction volumes and future cancellation activity, we cannot provide assurance that the assumptions used in these estimates will be accurate and the impacts could be material on our cancellation reserves and results of operations.

3 unchanged sentences

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 $ 1 million and $ 10 million for the years

ended December 31, 2021 and 2020, respectively.

We periodically assess contract costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, 2022 and 2021.

Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs.

5 unchanged sentences

Amortization ( 5,635 ) ( 7,171 )

Dispositions ( 4,175 ) —

Ending balance $ 19,417 $ 22,309

4 unchanged sentences

Impairment ( 518 ) ( 1,315 )

( 1,315 ) ( 9,562 )

Assets classified as held for sale, net ( 19,169 ) —

Dispositions — ( 19,169 )

Other ( 2,128 ) 257

Ending balance $ 82,711 $ 109,762

_______________________________

(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.

Acquisitions and Dispositions

In August 2022, we completed the acquisition of Conferma Limited ("Conferma"), a virtual payments technology company, to expand our investment in technology for the payments ecosystem in the travel industry .

We ac quired all of the outstanding stock and ownership interest of Conferma through the exercise of a call option, for net cash of $ 62 million and the conversion of a pre-existing loan receivable into share capital of $ 11 million.

We recognized a gain of approximately $ 4 million upon conversion of the loan for the difference between the carrying value and fair value of the loan, which is recorded to Other, net within our results of operations.

Conferma is part of our Travel Solutions segment.

In February 2023, we sold 19 % of the share capital of the direct parent company of Conferma to a third party for proceeds of $ 16 million resulting in a non-controlling interest from that date.

Pr eliminary Purchase Price Allocation

The purchase price allocation presented below is preliminary and based on available information as of the filing date of this Annual Report on Form 10-K.

During the measurement period, which may be up to one year from the business acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.

Any subsequent adjustments are recorded to our consolidated statements of operations.

A summary of the acquisition price and estimated fair values of assets acquired and liabilities assumed as if the measurement period adjustments were made a s of the date of acquisition is as follows (in thousands):

Cash and cash equivalents (1)

Other current and non-current assets (1)

Intangible assets (1)

Current and non-current liabilities (1)

Fair value of loan converted to equity in Conferma ( 11,281 )

Total acquisition price $ 72,389

_______________________________

(1) Since the initial purchase price allocation, we recorded measurement period adjustments, which included:

(i) an increase to cash and cash equivalents of $ 3 million;

(ii) an increase of other current and non-current assets of $ 1 million;

(iii) an increase to goodwill of $ 10 million;

(iv) a decrease to intangible assets of $ 4 million;

(v) an increase to current and non-current liabilities of $ 10 million.

In connection with this acquisition, we recognized a $ 4 million ta x benefit during the year ended December 31, 2022 related to the release of valuation allowances on prior period net operating loss ("NOL") carryovers.

This benefit is based on preliminary purchase accounting and subject to change based on the final valuation.

Under the purchase accounting method, the total purchase price was allocated to the net assets of Conferma based upon estimated fair values as of the acquisition date.

The excess purchase price over the estimated fair value of the net tangible and intangible assets was recorded as goodwill, reflecting the growth potential of the business.

The anticipated useful lives of the intangible assets acquired are 5 years for customer relationships, 7 years for developed technology and 8 years for the trade name.

The acquisition of Conferma did not have a material impact to our consolidated financial statements, and therefore pro forma information is not presented.

AirCentre Disposition

On October 28, 2021, we announced that we have entered into an agreement with a third party to sell our suite of flight and crew management and optimization solutions, which represents our AirCentre airline operations portfolio within Travel Solution’s IT Solutions.

At closing, we will sell the AirCentre product portfolio, related technology and intellectual property for $ 392.5 million.

The sale is subject to customary closing conditions and regulatory approvals and is expected to close in the first quarter of 2022.

We cannot provide assurance that the sale will occur on these terms or at all.

AirCentre met the requirements for presentation as held for sale as of December 31, 2021.

There were no losses recorded on held for sale assets for the year ended December 31, 2021.

We determined that the impending exit from these businesses does not represent a strategic shift that had or will have a major effect on our consolidated results of operations, and therefore were not classified as a discontinued operation.

The results of operations for these businesses are included within the Travel Solutions reportable segment for all periods presented.

The assets and liabilities held for sale, measured at the lower of carrying value or fair value, less cost to sell, were as follows as of December 31, 2021 (in thousands):

As of December 31, 2021

Accounts receivable, net $ 21,151

Prepaid expenses and other current assets 207

Current assets held for sale 21,358

Property and equipment, net of accumulated depreciation 9,496

Goodwill 152,742

Acquired customer relationships, net of accumulated amortization 2,785

Other assets, net 38,181

Long-term assets held for sale 203,204

Total assets held for sale $ 224,562

Accounts payable $ 73

Accrued compensation and related benefits 715

Deferred revenues 19,753

Other accrued liabilities 551

Current liabilities held for sale 21,092

Other noncurrent liabilities 15,476

Long-term liabilities held for sale 15,476

Total liabilities held for sale $ 36,568

On October 28, 2021, we announced that we entered into an agreement with a third party to sell our suite of flight and crew management and optimization solutions, which represents our AirCentre airline operations portfolio.

The assets and liabilities associated with the AirCentre portfolio are presented as held for sale on our consolidated balance sheets as of December 31, 2021.

On February 28, 2022, we completed the sale of AirCentre to a third party for net cash proceeds of $ 392 million.

The operating results of AirCentre are included within Travel Solutions for all periods presented through the date of sale.

The net assets of AirCentre disposed of primarily included goodwill of $ 146 million, working capital of $ 34 million, and other assets, net of $ 25 million.

We recorded a pre-tax gain on sale of approximately $ 180 million (after-tax $ 112 million ), which includes an adjustment recorded in the second quarter of 2022 related to $ 12 million in contingencies identified in connection with the sale in Other, net in our consolidated statements of operations for the year ended December 31, 2022.

Terminated Farelogix Acquisition

4 unchanged sentences

On April 9, 2020, the U.K.

Competition and Markets Authority ("CMA") blocked the acquisition following its Phase 2 investigation.

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 Acquisition

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.

Restructuring Activities

We completed a strategic realignment of our airline and agency-focused businesses in the third quarter of 2020 to address the changing travel landscape and respond to the impacts of the COVID-19 pandemic on our business and cost structure.

As a result of this strategic realignment, we incurred restructuring costs beginning in the first quarter of 2020 associated with our workforce and leased office space.

The 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.

During the year ended December 31, 2021, we reduced restructuring charges by $ 7 million, for a total of $ 79 million incurred in connection with these restructuring activities, since the first quarter of 2020.

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):

December 31, 2021

Balance as of January 1, 2021 $ 23,253

Cash payments ( 13,803 )

Non-cash adjustments ( 7,137 )

Balance as of December 31, 2021 $ 2,313

Goodwill and Intangible Assets

2 unchanged sentences

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.

Additionally, as a result of the Conferma acquisition in August 2022, the related goodwill and intangible asset balances were combined into the Travel Solutions reporting unit.

We updated our goodwill assessment on a qualitative basis, for all reporting units as of December 31, 2022, 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, 2022 and 2021 are as follows (in thousands):

1 unchanged sentence

Balance as of December 31, 2020 $ 2,476,201 $ 160,345 $ 2,636,546

Reclassified to assets held for sale ( 152,742 ) — ( 152,742 )

Adjustments (1)

1 unchanged sentence

Balance as of December 31, 2021 2,314,517 155,689 2,470,206

Reclassified to assets held for sale

( 152,742 ) — ( 152,742 )

Adjustments (1)

Additions and Adjustments (1)

67,447 4,434 71,881

21 unchanged sentences

Prepaid Expenses $ 94,339 $ 71,162

Investment in securities (1)

Value added tax receivable 26,953 33,123

1 unchanged sentence

Prepaid expenses and other current assets $ 191,979 $ 121,591

______________________

(1) See Note 10.

Fair Value Measurements for further detail.

Property and Equipment, Net

39 unchanged sentences

Unrealized foreign currency translation gain 5,257 6,282

Unrealized gain on interest rate swaps 4,577 —

Share of other comprehensive loss of equity method investment ( 1,819 ) ( 1,796 )

Unrealized loss on foreign currency forward contracts, interest rate swaps and available-for-sale securities — ( 12,837 )

Total accumulated other comprehensive loss, net of tax $ ( 65,731 ) $ ( 80,287 )

4 unchanged sentences

2022 2021 2020

Components of pre-tax (loss) income:

Components of pre-tax loss:

Domestic $ ( 380,367 ) $ ( 738,394 ) $ ( 1,023,243 )

14 unchanged sentences

Total deferred ( 17,306 ) ( 27,515 ) ( 27,333 )

Total provision for income taxes $ ( 14,612 ) $ ( 21,012 ) $ 35,326

Total provision (benefit) for income taxes $ 8,666 $ ( 14,612 ) $ ( 21,012 )

The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows:

5 unchanged sentences

taxing jurisdictions, net 10,343 26,029 38,994

Goodwill 24,590 — —

Base erosion and anti-abuse tax 9,474 — —

Employee stock based compensation 7,853 9,836 13,985

Research tax credit ( 9,134 ) ( 16,901 ) ( 11,328 )

Tax receivable agreement (TRA) (1)

Valuation Allowance 59,827 176,921 218,687

Other, net ( 1,522 ) ( 4,022 ) 7,690

Total provision for income taxes $ ( 14,612 ) $ ( 21,012 ) $ 35,326

___________________________

(1) 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.

Total provision (benefit) for income taxes $ 8,666 $ ( 14,612 ) $ ( 21,012 )

The components of our deferred tax assets and liabilities are as follows:

16 unchanged sentences

Depreciation and amortization ( 4,757 ) ( 6,419 )

Software developed for internal use — ( 19,917 )

Intangible assets ( 95,295 ) ( 98,072 )

5 unchanged sentences

Valuation allowance ( 484,266 ) ( 429,935 )

Net deferred tax liability $ ( 11,288 ) $ ( 48,015 )

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, 2021,

with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes.

We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2021 and have not provided deferred taxes on any outside basis differences, with the exception of balances associated with the AirCentre disposition.

With respect to the held for sale nature of our AirCentre portfolio of products, we have established deferred taxes, where applicable, for the outside basis of the capital investment of subsidiaries to be sold.

Net deferred tax asset (liability) $ 263 $ ( 11,288 )

As a result of the enactment of the Tax Cuts and Jobs Act (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, 2022, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes.

We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2022 and have not provided deferred taxes on any outside basis differences.

As of December 31, 2022, we have U.S.

1 unchanged sentence

Additionally, we have research tax credit carryforwards of approximately $ 35 million , which will expire between 2023 and 2041.

As a result of the acquisition of Radixx and other prior business combinations, $ 33 million of our U.S.

As a result of prior business combinations, $ 10 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.

12 unchanged sentences

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, 2021, 2020, and 2019, we recognized a benefit of $ 3 million, an expense of $ 6 million, and benefit of $ 7 million, respectively, related to interest and penalties.

During the years ended December 31, 2022, 2021, and 2020, we recognized an expense of $ 1 million, a benefit of $ 3 million, and expense of $ 6 million, respectively, related to interest and penalties.

As of December 31, 2022 and 2021, we had a liability, including interest and penalties, of $ 97 million and $ 110 million, respectively, for unrecognized tax benefits, including cumulative accrued interest and penalties of approximately $ 21 million and $ 25 million, respectively.

5 unchanged sentences

Additions for tax positions of prior years 2,276 12,625 7,504

Additions for tax positions from acquisitions — — 1,294

Reductions for tax positions of prior years ( 8,846 ) ( 29 ) —

Reductions for tax positions of expired statute of limitations ( 4,376 ) ( 656 ) ( 1,192 )

Additions (reductions) for tax positions of expired statute of limitations ( 2,900 ) ( 4,376 ) ( 656 )

Settlements ( 3,138 ) — ( 1,529 )

3 unchanged sentences

As of December 31, 2022, 2021, and 2020, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $ 67 million, $ 73 million, and $ 55 million, respectively.

We believe that it is reasonably possible that $ 6 million in unrecognized tax benefits may be resolved in the next twelve months, due to statute of limitations expiration.

It is reasonably possible that $ 21 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.

10 unchanged sentences

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, and $ 105 million in 2019.

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.

Credit Losses

10 unchanged sentences

Balance at December 31, 2021 59,646

Our provision for expected credit losses was a reduction of $ 8 million for the year ended December 31, 2021.

Our provision for expected credit losses totaled $ 66 million for the year ended December 31, 2020.

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 downturn, 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 continue to result in the restructuring or bankruptcy of additional customers.

Provision for expected credit losses ( 285 )

Write-offs ( 19,928 )

Other ( 618 )

Balance at December 31, 2022 $ 38,815

Throughout the year ended December 31, 2021, we experienced the reversal of certain provisions recorded during 2020, as the economy began to recover and payment experience began to improve.

Similarly, payment experience and further reversals in 2022 resulted in a low level of credit losses.

Given the uncertainties surrounding the duration and effects of COVID-19, including any variants, 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, 2021, approximately 53 % of our air customers make payments through the ACH which accounts for approximately 82 % 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.

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, 2022, approximately 48 % of our air customers make payments through the ACH which accounts for approximately 82 % of transaction revenue related to air customers.

For these carriers, 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.

3 unchanged sentences

Senior secured credit facilities:

Term Loan B L+ 2.00 %

February 2024 $ 1,805,806 $ 1,824,616

Other Term Loan B (1)

December 2027 — 637,000

Term Loan B (1)

February 2024 $ — $ 1,805,806

2021 Term Loan B-1 L+ 3.50 %

December 2027 397,940 401,980

Term Loan B-2 (1)

2021 Term Loan B-2 L+ 3.50 %

December 2027 634,340 640,780

Revolver, $ 400 million (1)

November 2023 — 375,000

2022 Term Loan B-1 S (2) + 4.25 %

June 2028 620,313 —

2022 Term Loan B-2 S (2) + 5.00 %

June 2028 673,313 —

9.250 % senior secured notes due 2025

4 unchanged sentences

4.00 % April 2025 333,220 333,220

Finance lease obligations — 889

11.25 % senior secured notes due 2027

11.25 % December 2027 555,000 —

Face value of total debt outstanding 4,839,126 4,806,786

2 unchanged sentences

_____________________________

(1) The balances under the Other Term Loan B facility and the Revolver were refinanced pursuant to the 2021 Refinancing (as defined below), with the proceeds of the Term Loan B-1 and Term Loan B-2.

On July 12, 2021, pursuant to the 2021 Refinancing (as defined below), we drew $ 25 million under the Revolver, entered into agreements to refinance the $ 400 million outstanding balance and terminated the revolving commitments thereunder.

See the discussion of the 2021 Refinancing below.

We had outstanding letters of credit totaling $ 10 million as of December 31, 2021, which were secured by a $ 20 million cash collateral deposit account.

We had $ 375 million outstanding under the Revolver on December 31, 2020, and had outstanding letters of credit totaling $ 10 million as of December 31, 2020, which reduced our overall credit capacity under the Revolver.

(1) The balances under the Term Loan B facility were refinanced pursuant to the March 2022 Refinancing, August 2022 Refinancing and December 2022 Refinancing (as defined below), with the proceeds of 2022 Term Loan B-1, 2022 Term Loan B-2 and the 11.25 % senior secured notes due 2027, respectively.

(2) Represents the Secured Overnight Financing Rate ("SOFR")

We had outstanding letters of credit totaling $ 12 million and $ 10 million as of December 31, 2022 and 2021, respectively, which were secured by a $ 20 million cash collateral deposit account.

Senior Secured Credit Facilities

5 unchanged sentences

In addition, during this covenant suspension, the 2020 Refinancing limited 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 were 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) was 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.

11 unchanged sentences

The New Facilities mature on December 17, 2027, and we have the ability to prepay the New Facilities after December 17, 2021 without a premium.

In addition, on July 2, 2021, in anticipation of the Revolver repayment and termination of the revolving commitments (and related letter of credit subfacility), Sabre GLBL entered into a new $ 20 million bilateral letter of credit facility, which is secured by a cash collateral deposit account and included as Restricted cash on our consolidated balance sheets as of December 31, 2021.

In addition, on July 2, 2021, in anticipation of the Revolver repayment and termination of the revolving commitments (and related letter of credit subfacility), Sabre GLBL entered into a new $ 20 million bilateral letter of credit facility, which is secured by a cash collateral deposit account and included as restricted cash on our consolidated balance sheets.

On March 9, 2022, we entered into an amendment to refinance a portion of the Term Loan B facility (the "March 2022 Refinancing").

We incurred no additional indebtedness as a result of the March 2022 Refinancing, other than amounts covering discounts and certain fees and expenses.

The March 2022 Refinancing included the application of the proceeds of a new $ 625 million term loan “B” facility (the “2022 Term Loan B-1 Facility”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 623 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

The remaining proceeds, net of a discount of $ 1 million, were used to pay $ 1 million in other fees and expenses.

We incurred an additional discount of $ 5 million and other fees of $ 3 million which were funded with cash on hand.

We recognized a loss on extinguishment of debt in connection with the March 2022 Refinancing during the year ended December 31, 2022 of $ 4 million and debt modification costs for financing fees of $ 1 million recorded to Other, net.

The 2022 Term Loan B-1 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-1 Facility after 12 months or to prepay or repay at a 101 premium before that date.

The interest rates on the 2022 Term Loan B-1 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin.

On August 15, 2022, we entered into an amendment to refinance a portion of the Term Loan B facility (the "August 2022 Refinancing").

We incurred no additional indebtedness as a result of the August 2022 Refinancing, other than amounts covering discounts and certain fees and expenses.

The August 2022 Refinancing included the application of the proceeds of a new $ 675 million term loan “B” facility (the “2022 Term Loan B-2 Facility”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 647 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

The remaining proceeds, net of a discount of $ 25 million, were used to pay $ 3 million in other fees and expenses.

We incurred an additional discount of $ 9 million and other fees of $ 2 million which were funded with cash on hand.

We recognized debt modification costs for financing fees in connection with the August 2022 Refinancing during the year ended December 31, 2022 of $ 5 million recorded to Other, net.

No loss on extinguishment of debt was recorded as a result of the August 2022 Refinancing.

The 2022 Term Loan B-2 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months or to prepay or repay at a 101 premium before that date.

The interest rates on the 2022 Term Loan B-2 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin.

On December 6, 2022, we used the proceeds of the December 2027 Notes (as defined below) issuance to redeem the remaining principal balance on the Term Loan B of $ 536 million, plus $ 1 million of accrued interest (the “December 2022 Refinancing”).

We recognized a loss on extinguishment of debt of $ 1 million during the year ended December 31, 2022 in connection the December 2022 Refinancing, which consisted of the write-off of unamortized debt issuance costs and discount of $ 1 million.

Principal Payments

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.

Term Loan B-1 and Term Loan B-2 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.

The 2021 Term Loan B-1 and the 2021 Term Loan B-2 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.

The 2022 Term Loan B-1 and the 2022 Term Loan B-2 mature on June 30, 2028 and require 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, 2022, we made $ 17 million of scheduled principal payments.

4 unchanged sentences

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.

Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain

investments, and payment of dividends.

We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement.

As of December 31, 2022, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Borrowings under the Amended and Restated Credit Agreement bear interest at a rate equal to either, at our option:

Borrowings under the Amended and Restated Credit Agreement for our 2021 Term Loan B-1 and 2021 Term Loan B-2 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.

1 unchanged sentence

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.

We have elected the one-month LIBOR as the floating interest rate on our outstanding term loans that are subject to LIBOR.

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 was hedged with interest rate swaps (see Note 10.

Derivatives).

Eurocurrency borrowings Base rate borrowings

Borrowings under the Amended and Restated Credit Agreement for our 2022 Term Loan B-1 and 2022 Term Loan B-2 bear interest at a rate equal to either, at our option:

(i) the Term SOFR rate plus an applicable margin for Term SOFR 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) Term SOFR plus 1.00%, plus an applicable margin for base rate borrowings as set forth below.

The Term SOFR rate is based on SOFR for all U.S.

dollar borrowings and has a floor.

We have elected the one-month SOFR as the floating interest rate on our outstanding term loans that are subject to SOFR.

Interest payments are due on the last day of each month as a result of electing one-month SOFR.

Eurocurrency borrowings Term SOFR borrowings Base rate borrowings

Applicable Margin (1)

Applicable Margin (2)

Term Loan B 2.00 % 1.00 %

Term Loan B-1 3.50 % 2.50 %

Applicable Margin (1)

2021 Term Loan B-1

3.50 % n/a 2.50 %

2021 Term Loan B-2 3.50 % n/a 2.50 %

2022 Term Loan B-1 n/a 4.25 % 3.25 %

2022 Term Loan B-2 n/a 5.00 % 4.00 %

_____________________________

(1) Term Loan B is subject to a 0.00 % floor, while Term Loan B-1 and Term Loan B-2 are subject to a 0.50 % 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, with a floor of 0.00 %.

Applicable margins for the Term Loan B-1 and Term Loan B-2 are 3.50 % per annum for Eurocurrency rate loans and 2.50 % per annum for base rate loans over the life of the loan, with a floor of 0.50 % for the Eurocurrency rate, and 1.50 % for the base rate, respectively.

(1) 2021 Term Loan B-1 and 2021 Term Loan B-2 are subject to a 0.50 % floor for the Eurocurrency rate and 1.50 % for the base rate.

(2) 2022 Term Loan B-1 and 2022 Term Loan B-2 are subject to a 0.50 % floor and a credit spread adjustment factor of 0.10 % for the Term SOFR rate and 1.50 % floor for the base rate

The Eurocurrency rate is based on LIBOR.

1 unchanged sentence

In July 2021, we entered into the 2021 Refinancing which, among other things, allows for the LIBOR rate to be phased out and replaced with the Secured Overnight Financing Rate plus a credit spread adjustment factor for 2021 Term Loan B-1 and 2021 Term Loan B-2.

Term Loan B allows for a transition to the Prime rate plus a margin from the LIBOR rate.

Our effective interest rates on borrowings under the Amended and Restated Credit Agreement for the years ended December 31, 2022, 2021 and 2020, inclusive of amounts charged to interest expense, are as follows:

3 unchanged sentences

Excluding the impact of interest rate swaps 5.62 % 3.33 % 3.26 %

Effective December 31, 2021 all outstanding interest rate swaps have matured.

Senior Secured Notes due 2025

Senior Secured Notes

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”).

12 unchanged sentences

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 December 6, 2022, Sabre GLBL entered into a new debt agreement consisting of $ 555 million aggregate principal amount of 11.250 % senior secured notes due 2027 (the “December 2027 Notes”).

The December 2027 Notes were issued at a discount of 1.866 %.

The December 2027 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 December 2027 Notes bear interest at a rate of 11.250 % per annum and interest payments are due semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2023.

The December 2027 Notes mature on December 15, 2027.

The net proceeds of $ 545 million received from the sale of the December 2027 Notes, net of a discount of $ 10 million, were used to repay approximately $ 536 million principal amount of debt under the Term Loan B, plus $ 1 million of accrued interest.

The remaining proceeds of $ 8 million, plus cash on hand, were used to pay $ 10 million in underwriting fees and commissions, and other expenses.

Exchangeable Notes

1 unchanged sentence

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.

During the year ended December 31, 2021, a certain holder elected to exchange $ 10 million of the Exchangeable Notes for 1,269,497 shares of common stock, which we elected to settle in shares of our common stock.

Additionally, certain holders elected to exchange $ 2 million of the Exchangeable Notes for $ 3 million in cash, which we elected to settle in cash.

As of December 31, 2022, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

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:

5 unchanged sentences

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, 2021, the first condition above has not been met as of December 31, 2021 and the Exchangeable Notes are not exchangeable by the holders during the first quarter of 2022.

As of December 31, 2021 , the if-converted value of the Exchangeable Notes exceeds the outstanding principal amount by $ 30 million.

As of December 31, 2022 , none of the conditions allowing holders of the Exchangeable Notes to exchange have been met.

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.

3 unchanged sentences

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.

Additionally, certain holders elected to exchange $ 2 million of the Exchangeable Notes for $ 3 million in cash, which we elected to settle in cash.

As of December 31, 2021, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

As the result of the adoption of a new accounting standard on January 1, 2021, using the full retrospective method, the Exchangeable Notes are presented as a single liability measured at amortized cost.

As presented in Note 1.

Summary of Business and Significant Accounting Policies, the component of the Exchangeable Notes originally bifurcated as equity was derecognized and accounted for as a liability.

The component of the Exchangeable Notes originally bifurcated as equity was derecognized and accounted for as a liability.

The net deferred tax liability originally established in connection with the debt discount and issuance costs within equity was also removed and the debt issuance costs which were allocated to equity were reclassified to debt and amortized using an effective interest rate of approximately 5 %.

2 unchanged sentences

Principal $ 333,220 $ 333,220

Unamortized debt discount 7,917 10,443

Unamortized debt issuance costs 5,642 7,917

Net carrying value $ 327,578 $ 325,303

$ 325,303 $ 334,557

The following table sets forth interest expense recognized related to the Exchangeable Notes for year ended December 31, 2022 (in thousands):

December 31, 2021 Year Ended

December 31, 2020

Year Ended December 31, 2022 Year Ended December 31, 2021

Contractual interest expense $ 13,329 $ 13,576

21 unchanged sentences

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.

Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items

being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows.

Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statements of operations.

Forward Contracts —In order to hedge our operational expenditures' exposure to foreign currency movements, we were a party to certain foreign currency forward contracts that extended until December 31, 2020.

1 unchanged sentence

No hedging ineffectiveness was recorded in earnings relating to the forward contracts during the years ended December 31, 2022 and 2021.

As of December 31, 2021, we had no unsettled forward contracts.

Interest Rate Swap Contracts —We had no interest rate swaps outstanding as of December 31, 2021.

Interest swaps matured during the years ended December 31, 2021, 2020 and 2019 as follows:

As of December 31, 2022 and 2021, we had no unsettled forward contracts.

Interest Rate Swap Contracts —Interest rate swaps outstanding at December 31, 2022 and matured during the years ended December 31, 2021 and 2020 are as follows:

Notional Amount Interest Rate

1 unchanged sentence

Designated as Hedging Instrument

$ 1,350 million 1 month LIBOR (1)

2.27 % December 31, 2018 December 31, 2019

$ 200 million 1 month SOFR (1)

April 30, 2022 December 31, 2023

$ 150 million 1 month SOFR (1)

June 30, 2022 December 31, 2023

$ 600 million 1 month LIBOR (2)

4 unchanged sentences

(1) Subject to a 0.5 % floor.

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 extended 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, 2021 and 2020 are as follows (in thousands):

Derivative Liabilities

(2) Subject to a 0 % floor.

(3) Fixed fee of 1.71 % effective April 30, 2022, and expiring December 30, 2022, and 3.09 % effective December 31, 2022, and expiring December 31, 2023.

(4) Fixed fee of 2.79 % effective June 30, 2022, and expiring December 30, 2022, and 3.98 % effective December 31, 2022, and expiring December 31, 2023.

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 for the year 2020.

In 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 450 million and $ 600 million of the floating-rate Term Loan B related to the years 2020 and 2021, respectively.

In April 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 200 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023.

In June 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 150 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023.

We designated these swaps as cash flow hedges.

We had no derivatives designated as hedging instruments as of December 31, 2021.

The estimated fair values of our derivatives designated as hedging instruments as of December 31, 2022 are as follows (in thousands):

Derivative Assets

Fair Value as of December 31,

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location 2022 2021

Interest rate swaps Other accrued liabilities $ — $ ( 16,038 )

Interest rate swaps Prepaid expenses and other current assets $ 4,905 $ —

Interest rate swaps Other noncurrent liabilities ( 168 ) —

Total $ 4,737 $ —

The effects of derivative instruments, net of taxes, on OCI for the years ended December 31, 2022, 2021 and 2020 are as follows (in thousands):

Amount of Loss

Amount of Gains (Losses)

Recognized in OCI on Derivative, Effective Portion

4 unchanged sentences

Total $ 5,658 $ ( 134 ) $ ( 20,521 )

Amount of Loss Reclassified from Accumulated

Amount of (Gains) Losses Reclassified from Accumulated

OCI into Income, Effective Portion

14 unchanged sentences

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis

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.

Interest Rate Swaps— The fair value of our interest rate swaps is 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.

Pension Plan Assets —See Note 15.

Pension and Other Postretirement Benefit Plans, for fair value information on our pension plan assets.

The following tables present our liabilities that are required to be measured at fair value on a recurring basis as of December 31, 2020 (in thousands):

Money market funds —Our valuation technique used to measure the fair values of our money market funds was derived from quoted market prices and active markets for these instruments that exist.

Time deposits —Our valuation technique used to measure the fair values of our time deposit instruments were derived from the following:

non-binding market consensus prices that were corroborated by observable market data and quoted market prices for similar instruments.

Investment in securities— In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $ 0.0001 per share, of Global Business Travel Group, Inc.

("GBT") for an aggregate purchase price of $ 80 million, which is included in prepaid expenses and other current assets in our consolidated balance sheets.

As of December 31, 2022, we continued to own these 8 million shares.

The terms of these shares do not contain any restrictions that would impact our ability to sell the shares in the future.

The fair value of our investment in GBT is based on its share price, a Level 1 input, as the stock is publicly traded on the New York Stock Exchange under the symbol GBTG.

The following tables present our assets that are required to be measured at fair value on a recurring basis as of December 31, 2022 (in thousands):

Fair Value at Reporting Date Using

2 unchanged sentences

Interest rate swap contracts $ 4,737 $ — $ 4,737 $ —

Investment in securities 54,303 54,303 — —

Money market funds 153,252 153,252 — —

Time deposits 444,835 — 444,835 —

Total $ 657,127 $ 207,555 $ 449,572 $ —

1 unchanged sentence

(1) See Note 9.

Derivatives for further details.

Derivatives for further detail.

Fair Value at Reporting Date Using

December 31, 2021 Level 1 Level 2 Level 3

Money market funds $ 249,339 $ 249,339 $ — $ —

Time deposits 536,242 — 536,242 —

Total $ 785,581 $ 249,339 $ 536,242 $ —

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the years ended December 31, 2022 and 2021.

Unrealized losses recognized during the year ended December 31, 2022 from our investments in securities totaled $ 26 million, which is recorded to Other, net within our results of operations.

Other Financial Instruments

7 unchanged sentences

2021 Term Loan B-2 578,042 633,171 629,832 635,416

Other Term Loan B (1)

— 639,389 — 630,663

Revolver, $ 400 million

2022 Term Loan B-1 567,974 — 614,139 —

2022 Term Loan B-2

623,235 — 640,899 —

5 unchanged sentences

358,440 454,459 333,220 333,220

11.25 % senior secured notes due 2027

572,058 — 544,770 —

_____________________

(1) Excludes net unamortized debt issuance costs.

6 unchanged sentences

Goodwill and Intangible Assets for additional information.

We lease certain facilities under long-term operating leases.

Operating lease assets are included in operating lease right-of-use (“ROU”) assets within other assets, net and operating lease liabilities are included in other accrued liabilities and other noncurrent liabilities in our consolidated balance sheets.

The following table presents the components of lease expense for the years ended December 31, 2022 and 2021 (in thousands):

24 unchanged sentences

Property and equipment, net $ — $ —

Other accrued liabilities — 889

Total finance lease liabilities $ — $ 889

The following table presents other supplemental information related to leases:

1 unchanged sentence

Operating leases 7.5 7.9

Finance leases — 1

Weighted Average Discount Rate

Operating leases 5.7 % 5.5 %

Finance leases — % 4.0 %

Sale and Leaseback Transaction

7 unchanged sentences

We lease certain facilities under long term operating leases.

Collectively, we lease approximately 1.3 million square feet of office space in 65 locations in 38 countries.

Collectively, we lease approximately 700 thousand square feet of office space in 59 locations in 42 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 .

Our leases have remaining minimum terms that range between one and ten 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, 2021 are as follows (in thousands):

others include options to terminate the agreement within one year .

Future minimum lease payments under non-cancellable operating leases as of December 31, 2022 are as follows (in thousands):

Year Ending December 31, Operating Leases

7 unchanged sentences

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.

During the year ended December 31, 2021, a certain holder elected to convert 50,000 shares of preferred stock to 595,240 shares of common stock, leaving 3,290,000 shares outstanding.

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;

7 unchanged sentences

On February 1, 2023, the Board of Directors declared a dividend of $ 1.625 per share on Preferred Stock payable on March 1, 2023 to holders of record of the Preferred Stock on February 15, 2023.

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.

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.

3 unchanged sentences

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.

In the fourth quarter of 2021, a certain holder elected to convert 50,000 shares of preferred stock to 595,240 shares of common stock.

The Preferred Stock is not redeemable at our election before the mandatory conversion date.

2 unchanged sentences

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.

During the year ended December 31, 2021, we did not pay cash dividends on our common stock.

We paid a cash dividend on our common stock of $ 0.14 per share, totaling $ 39 million, on March 30, 2020, and we paid a quarterly cash dividend on our common stock of $ 0.14 per share, totaling $ 154 million, during the year ended December 31, 2019.

During the year ended December 31, 2022 and 2021, we did not pay cash dividends on our common stock.

We paid a cash dividend on our common stock of $ 0.14 per share, totaling $ 39 million, on March 30, 2020.

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.

3 unchanged sentences

For the years ended December 31, 2022, 2021 and 2020 we did not repurchase any shares pursuant to the Share Repurchase Program.

For the year ended December 31, 2019 we repurchased 3,673,768 shares totaling $ 78 million pursuant to the Share Repurchase Program.

On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19.

10 unchanged sentences

As of December 31, 2022, 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"), the 2019 Director Equity Compensation Plan ("2019 Director Plan"), and the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan") .

Our 2021 Omnibus Plan serves as a successor to the 2019 Omnibus Plan, 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-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.

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"), the 2019 Director Equity Compensation Plan (the "2019 Director Plan"), the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan") and the 2022 Director Equity Compensation Plan (the "2022 Director Plan").

Our 2021 Omnibus Plan serves as a successor to the 2019 Omnibus Plan, the 2016 Omnibus Plan, the 2014 Omnibus Plan, 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 and 2022 Director Plan provide for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non-employee Directors.

Outstanding awards under the 2016 Omnibus Plan, the 2014 Omnibus Plan, and Sovereign 2012 MEIP continue to be subject to the terms and conditions of their respective plan.

We initially reserved 12,000,000 shares of our common stock for issuance under our 2021 Omnibus Plan.

We added 6,438,450 shares that were reserved but not issued under the Sovereign MEIP, Sovereign 2012 MEIP, 2014 Omnibus, 2016 Omnibus Plans, and 2019 Omnibus Plan to the 2021 Omnibus Plan reserves, for a total of 18,438,450 authorized shares of common stock for issuance under the 2021 Omnibus Plan.

Additionally, we have reserved 500,000 shares of our common stock for issuance under our 2019 Director 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.

We added 8,258,185 shares that were reserved but not issued under the Sovereign Holdings, Inc.

Management Equity Incentive Plan (“Sovereign MEIP”), Sovereign 2012 MEIP, 2014 Omnibus, 2016 Omnibus Plans, and 2019 Omnibus Plan to the 2021 Omnibus Plan reserves, for a total of 20,258,185 authorized shares of common stock for issuance under the 2021 Omnibus Plan.

Additionally, we initially reserved 830,000 shares of our common stock for issuance under our 2022 Director Plan and added 169,808 shares that were reserved but not issued under the 2019 Director 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 2021 Omnibus plan and the 2019 Omnibus Plan in 2020 and 2021 vest over a three-year period, vesting in equal annual installments.

9 unchanged sentences

Summary of Business and Significant Accounting Policies.

The following table summarizes the weighted-average assumptions used:

No stock options were granted during the year ended December 31, 2022.

The following table summarizes the weighted-average assumptions used in 2021 and 2020:

Year Ended December 31,

2021 2020 2019

Exercise price $ 11.81 $ 8.24

9 unchanged sentences

Outstanding at December 31, 2021 3,043,276 $ 13.27 7.2 $ 733

Granted 19,641 11.81

Exercised ( 750 ) 9.97

7 unchanged sentences

The total intrinsic value of stock options exercised was immaterial for the years ended December 31, 2022, 2021, and 2020.

For the year ended December 31, 2019, the total intrinsic value of stock options exercised was $ 4 million.

The weighted-average fair values of options granted were $ 6.01 , $ 1.71 , and $ 4.55 during the years ended December 31, 2021, 2020 and 2019,

respectively.

As of December 31, 2021, $ 2 million in unrecognized compensation expense associated with stock options will be recognized over a weighted-average period of 1.5 years.

There were no options granted during the year ended December 31, 2022, and the weighted-average fair values of options granted during the years ended December 31, 2021 and 2020 were $ 6.01 and $ 1.71 , respectively.

As of December 31, 2022, unrecognized compensation expense associated with stock options was immaterial and will be recognized over a weighted-average period of less than 1 year.

The following table summarizes the activities for our RSUs for the year ended December 31, 2022:

15 unchanged sentences

The total fair value of PSUs vested, as of their respective vesting dates, was $ 19 million, $ 15 million, and $ 14 million during the years ended December 31, 2022, 2021 and 2020, 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 through March 2021.

During the year ended December 31, 2021, we amended the performance criteria for all other outstanding PSUs as of March 2021.

The recognition of compensation expense associated with PSUs is contingent upon the achievement of annual company-based performance measures and for 2022 grants a total shareholder return modifier.

During the years ended December 31, 2022, 2021 and 2020, 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.

4 unchanged sentences

2022 2021 2020

(Loss) income from continuing operations $ ( 923,775 ) $ ( 1,283,927 ) $ 164,312

Loss from continuing operations $ ( 432,099 ) $ ( 923,775 ) $ ( 1,283,927 )

Net income attributable to non-controlling interests 2,670 2,162 1,200

Preferred stock dividends 21,385 21,602 7,659

Net (loss) income from continuing operations available to common stockholders, basic and diluted $ ( 947,539 ) $ ( 1,292,786 ) $ 160,358

Net loss from continuing operations available to common stockholders, basic and diluted $ ( 456,154 ) $ ( 947,539 ) $ ( 1,292,786 )

Basic weighted-average common shares outstanding 326,742 320,922 289,855

Dilutive effect of stock options and restricted stock awards — — 2,049

Diluted weighted-average common shares outstanding 326,742 320,922 289,855

4 unchanged sentences

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-average common shares outstanding calculation excludes 4 million and 2 million of dilutive stock options and restricted stock awards for the years ended December 31, 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

The calculation of diluted weighted-average shares excludes the impact of 2 million for the year ended December 31, 2021 and 3 million for the years ended December 31, 2020 and 2019 of anti-dilutive common stock equivalents.

The diluted weighted-average common shares outstanding calculation excludes 1 million, 4 million and 2 million of dilutive stock options and restricted stock awards for the years ended December 31, 2022, 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

The calculation of diluted weighted-average shares excludes the impact of 4 million, 2 million, and 3 million for the years ended December 31, 2022, 2021 and 2020, respectively, of anti-dilutive common stock equivalents.

We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable 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 42 million and 44 million resulting common shares related to the Exchangeable Notes are not included in the dilutive weighted-average common shares outstanding calculation for the years ended December 31, 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

There was a $ 0.03 decrease to our earnings per share for the year ended December 31, 2020, as a result of the full retrospective adoption on January 1, 2021 of updated guidance affecting the accounting for the Exchangeable Notes.

Summary of Business and Significant Accounting Policies for further information.

The approximately 42 million, 42 million and 44 million resulting common shares related to the Exchangeable Notes are not included in the dilutive weighted-average common shares outstanding calculation for the years ended December 31, 2022 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

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 39 million and 40 million resulting common shares related to the Preferred Stock are not included in the dilutive weighted-average common shares outstanding calculation for the years ended December 31, 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

The resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being

presented and preferred stock dividends are added back to the numerator, only in the periods in which such effect is dilutive.

The approximately 39 million, 39 million and 40 million resulting common shares related to the Preferred Stock are not included in the dilutive weighted-average common shares outstanding calculation for the years ended December 31, 2022 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

Pension and Other Postretirement Benefit Plans

3 unchanged sentences

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 $ 18 million, $ 7 million and $ 23 million for the years ended December 31, 2021, 2020 and 2019, respectively.

We recognized expenses related to the 401(k) Plan of approximately $ 18 million for the years ended December 31, 2022 and 2021, respectively, and $ 7 million for the year ended December 31, 2020.

We sponsor the Sabre Inc.

11 unchanged sentences

( 11,901 ) ( 11,822 )

Actuarial gain (loss), net 22,387 ( 53,831 )

Actuarial gain, net 97,123 22,387

Benefits paid

15 unchanged sentences

Unfunded status at December 31 $ ( 83,189 ) $ ( 84,168 )

The actuarial gain, net of $ 22 million for the year ended December 31, 2021 is attributable to an increase in the discount rate.

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 gain, net of $ 97 million and $ 22 million for the years ended December 31, 2022 and 2021, respectively, are attributable to increases in the discount rate.

During the year ended December 31, 2022 and 2021, lump sum settlements occurred within our defined benefit pension plan which resulted in a loss of $ 7 million and $ 8 million, respectively, recorded to Other, net.

The net benefit obligation of $ 83 million and $ 84 million as of December 31, 2022 and 2021, 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 as of December 31, 2021 and 2020, are as follows (in thousands):

The amounts recognized in accumulated other comprehensive loss associated with the LPP, net of deferred taxes of $ 38 million and $ 40 million as of December 31, 2022 and 2021, respectively, are as follows (in thousands):

Net actuarial loss $ ( 109,444 ) $ ( 115,772 )

32 unchanged sentences

2.89 %, September 30, 2021:

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, 2021, 2020 and 2019 (in thousands):

2.96 %, December 31, 2022:

The following table provides the pre-tax amounts recognized in other comprehensive loss, including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2022, 2021 and 2020 (in thousands):

Obligations Recognized in Year Ended December 31,

Other Comprehensive Income (Loss) 2021 2020 2019

Net actuarial loss (gain) $ ( 37,258 ) $ 15,225 $ 11,196

Other Comprehensive Loss 2022 2021 2020

Net actuarial (gain) loss $ ( 354 ) $ ( 37,258 ) $ 15,225

Pension settlement ( 6,707 ) ( 7,529 ) ( 18,071 )

1 unchanged sentence

Amortization of prior service credit 1,433 1,432 1,432

Total (income) loss recognized in other comprehensive income (loss) $ ( 51,340 ) $ ( 10,025 ) $ 6,112

Total recognized in net periodic benefit cost and other comprehensive income (loss)

Total income recognized in other comprehensive loss $ ( 12,112 ) $ ( 51,340 ) $ ( 10,025 )

Total recognized in net periodic benefit cost and other comprehensive loss

$ ( 2,584 ) $ ( 39,771 ) $ 14,491

38 unchanged sentences

Ending balance at December 31, 2020 $ 8,735

Contributions

Net distributions

8 unchanged sentences

Ending balance at December 31, 2022 $ 7,291

We contributed $ 3 million and $ 15 million to fund our defined benefit pension plans during the years ended December 31, 2021 and 2020, respectively.

We did not contribute in 2022 and contributed $ 3 million to fund our defined benefit pension plans during the year ended December 31, 2021.

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.

1 unchanged sentence

Thus, past contributions are not always indicative of future contributions.

On March 11, 2021, the American Rescue Plan Act ("ARPA") of 2021 was signed into law, which modified funding requirements for single-employer defined benefit pension plans by restarting and extending the amortization of funding shortfalls and extending and enhancing interest rate stabilization percentages.

We have elected to use excess contributions resulting from a reduction to past contribution requirements allowed

by ARPA to offset contributions for calendar year 2021 and 2022.

As such, we do no t expect to make contributions to our defined benefit pension plans in 2022.

Based on current assumptions, we expect to make a contribution of up to $ 10 million to our defined benefit pension plans in 2023.

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.

18 unchanged sentences

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.

The claims that were not dismissed were claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, which US Airways claimed 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.

3 unchanged sentences

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.

US Airways estimated its damages in a range of $ 317 million to $ 482 million (before trebling), depending on certain assumptions;

this quantification was substantially reduced following the court’s summary judgment ruling described above.

The trial on the remaining claims commenced in October 2016.

3 unchanged sentences

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.

As such, it filed a motion seeking approximately $ 125 million in attorneys’ fees and costs, the amount of which we strongly disputed.

In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, without prejudice.

1 unchanged sentence

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

dismissing and/or issuing summary judgment as to portions of its claims and damages.

US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders 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.

3 unchanged sentences

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.

We continue to believe that our business practices and contract terms are lawful.

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, 2021.

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.

American Airlines Commercial Litigation

On June 29, 2021, American Airlines filed suit against us in state district court in Tarrant County, Texas, alleging that our New Airline Storefront, a modern retailing experience designed to enhance comparison shopping of airline offers in the GDS, and a new value-based incentive model with agencies breach our contract with American Airlines.

American Airlines is seeking a temporary and permanent injunction preventing the alleged breach of contract.

We strongly deny the allegations and have filed our response denying American Airlines’ allegations and seeking a declaratory judgment that, among other things, New Airline Storefront does not violate the contract and that the contract does not prohibit Sabre’s value-based fee arrangements.

In October 2021, the court heard arguments to determine whether to grant a temporary injunction preventing the alleged breach of contract, and on October 27, 2021, the court issued a ruling denying the temporary injunction.

The Court also denied American Airlines’ subsequent motion seeking reconsideration of the Court’s denial of the temporary injunction.

We could incur significant fees, costs and expenses for as long as the litigation is ongoing.

If we cannot resolve this matter favorably, we could be limited in our ability to utilize New Airline Storefront and make the value-based incentive payments until our contract with American Airlines terminates.

Furthermore, if this dispute were to result in the termination of our distribution contract with American Airlines, we may be unable to negotiate a new contract with American Airlines on as favorable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations.

The judgment in our favor on US Airways' conspiracy claim remained intact.

The lawsuit was remanded to federal court in the Southern District of New York for further proceedings.

The retrial began in April 2022.

US Airways quantified its damages for the retrial in a range of $ 204 million to $ 299 million (before trebling), based on its payments of GDS booking fees to Sabre, alleged lost profits, and certain other assumptions.

In May 2022, the jury rejected US Airways’ claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were not anticompetitive, and found in favor of US Airways with respect to its monopolization claim for the period from 2007 to 2012 under Section 2 of the Sherman Act.

The jury, however, only awarded US Airways $ 1.00 in single damages.

Based on the jury’s verdict, in June 2022 the court entered final judgment in favor of US Airways in the amount of $ 3.00 , which is three times the jury’s award of $ 1.00 as required by the Sherman Act.

We have paid US Airways $ 3.05 to satisfy this portion of the judgment.

Neither party has filed an appeal, and the period to file a timely appeal has passed.

In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitles US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act.

To date, US Airways has not yet filed any papers with the court seeking a particular amount for its attorneys’ fees and costs.

During the quarter ended September 30, 2022, we accrued an estimated loss in selling, general and administrative expenses for these attorneys' fees and costs, which did not have a significant effect on our results of operations for 2022.

At this time, we do not have sufficient information to estimate a range of reasonably possible or probable attorneys' fees and costs in excess of the amount recorded.

The amount of attorneys’ fees and costs to be awarded is subject to the final decision by the trial court, which may be appealed.

The ultimate resolution of this matter may be greater or less than the amount recorded and, if greater, could adversely affect our results of operations.

We have incurred and will incur significant fees, costs and expenses for as long as the lawsuit is ongoing.

Indian Income Tax Litigation

15 unchanged sentences

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 assessment years ending March 2006 through March 2018 and appeals for assessment years ending March 2006 through March 2018 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 $ 46 million as of December 31, 2021.

the High Court dismissed the case for assessment years ending March 2001 through March 2004.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2018 and appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2020 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, and other group companies, we could be subject to taxes, interest and penalties of approximately $ 49 million as of December 31, 2022.

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.

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.

7 unchanged sentences

We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition.

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 these settlement agreements, 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 did not find any evidence of a breach of the network security of the HS Central Reservation System, and we believe that the number of affected reservations represented 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

1 unchanged sentence

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.

With respect to non-income based taxes, we recognize liabilities when we determine 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.

2 unchanged sentences

We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary.

As of December 31, 2021, we do not believe that an adverse outcome is probable with respect to current outstanding claims;

As of December 31, 2022, we have not determined that an adverse outcome is probable with respect to current outstanding claims;

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.

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.

Segment Information

1 unchanged sentence

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 criteria used by our President, 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 CODM 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 , which is not a recognized term under GAAP, as the measure of profitability to evaluate performance of our segments and allocate resources.

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, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation.

We operate our business and present our results through two business segments (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.

Our CODM utilizes Adjusted Operating Loss, which is not a recognized term under GAAP, as the measure of profitability to evaluate performance of our segments and allocate resources.

Our use of Adjusted Operating Loss 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 as operating loss adjusted for equity method income (loss), impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation.

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.

Certain costs associated with our technology organization are allocated to the segments based on the segments' usage of resources.

Benefit expenses, facility and lease costs and associated depreciation expense are allocated to the segments based on headcount.

9 unchanged sentences

Total revenue $ 2,537,015 $ 1,688,875 $ 1,334,100

Adjusted Operating (Loss) Income (a)

Adjusted Operating Income (Loss) (a)

Travel Solutions $ 213,290 $ ( 222,679 ) $ ( 523,122 )

14 unchanged sentences

Total $ 69,494 $ 54,302 $ 65,420

(a) The following table sets forth the reconciliation of operating (loss) income in our statement of operations to Adjusted Operating (Loss) Income (in thousands):

(a) The following table sets forth the reconciliation of operating loss in our statement of operations to Adjusted Operating Loss (in thousands):

Year Ended December 31,

2022 2021 2020

Operating (loss) income $ ( 665,487 ) $ ( 988,039 ) $ 363,417

Equity method (loss) income ( 264 ) ( 2,528 ) 2,044

Operating loss $ ( 261,060 ) $ ( 665,487 ) $ ( 988,039 )

Equity method income (loss) 686 ( 264 ) ( 2,528 )

Impairment and related charges (1)

5,146 — 8,684

Acquisition-related amortization (2)

8 unchanged sentences

82,872 120,892 69,946

Adjusted Operating (loss) income $ ( 459,317 ) $ ( 745,274 ) $ 513,408

(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.

Adjusted Operating Loss $ ( 68,042 ) $ ( 459,317 ) $ ( 745,274 )

(1) Impairment and related charges represents a $ 5 million impairment charge associated with the impact of regulatory changes in Russia on the future recoverability of certain assets for the year ended December 31, 2022 and $ 5 million associated with software 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 for the year ended December 31, 2020.

(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 represent charges, and adjustments to those 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.

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 and other acquisition and disposition related activities.

Acquisitions and Dispositions for further information.

(3) Restructuring and other costs represents charges, and adjustments to those charges, associated with planning and implementing business restructuring activities, including costs associated with third party consultants advising on our business structure and strategy going forward which are integral to the restructuring plan and severance benefits related to employee terminations, which primarily occurred in the third quarter of 2022.

During 2020, charges were recorded in conjunction with the changes implemented in 2020 to support the new organizational structure and to respond to the impacts of the COVID-19 pandemic on our business, facilities and cost structure.

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

Acquisitions and Dispositions to our consolidated financial statements.

(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.

Commitments and Contingencies for further information.

Commitments and Contingencies to our consolidated financial statements.

A significant portion of our revenue is generated through transaction-based fees that we charge to our customers.

1 unchanged sentence

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 72 % , 79 % and 91 % of our Travel Solutions revenue for each of the years ended December 31, 2021, 2020 and 2019.

Transaction-based revenue accounted for approximately 72 % , 68 % and 80 % for the years ended December 31, 2021, 2020 and 2019, respectively, of our Hospitality Solutions revenue.

All joint venture equity income relates to Travel Solutions.

Transaction-based revenue accounted for approximately 83 %, 72 % and 79 % of our Travel Solutions revenue for each of the years ended December 31, 2022, 2021 and 2020, respectively.

Transaction-based revenue accounted for approximately 76 % , 72 % and 68 % of our Hospitality Solutions revenue for each of the years ended December 31, 2022, 2021 and 2020, respectively.

All equity method income relates to Travel Solutions.

Our revenues and long-lived assets, excluding goodwill and intangible assets, by geographic region are summarized below.

16 unchanged sentences

Total $ 314,657 $ 349,400

Subsequent Events

On Februa ry 14, 2023, Sabre Securitization, LLC, an indirect, consolidated subsidiary of Sabre Corporation and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (the “AR Facility”) of up to $ 200 million with PNC Bank, N.A.

Under the terms of the AR Facility, the lender under the AR Facility would have a senior priority claim to the assets of Sabre Securitization, which will consist of substantially all of the accounts receivable originated by the direct and indirect consolidated subsidiaries of Sabre Corporation participating in the AR Facility.

Borrowings under the AR Facility will initially have an interest rate of SOFR + 225 , declining to SOFR + 200 if our leverage ratios fall below a specified level.

The initial borrowing under the AR facility will be subject to certain conditions precedent.

As of the closing date, there were no borrowings by Sabre Securitization under the AR Facility.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data