Sabre Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements and Supplementary Data Consolidated Financial Statements: Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 57 Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 60 Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2022, 2021 and 2020 61 Consolidated Balance Sheets as of December 31, 2022 and 2021 62 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 63 Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2022, 2021 and 2020 64 Notes to Consolidated Financial Statements 65 Financial Statement Schedules: Schedule II — Valuation and Qualifying Accounts as of December 31, 2022, 2021 and 2020 117 56 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sabre Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company ’ s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 17, 2023 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Measurement of IT Solutions Revenue Description of the Matter As discussed in Note 2 of the financial statements, the Company recognized $689 million of IT Solutions revenue. IT Solutions customer agreements are long-term contracts that frequently contain multiple performance obligations. Judgment exists in determining which performance obligations are distinct and accounted for separately. These contracts also contain variable consideration in the form of tiered pricing, contractual minimums or discounts. Judgment exists in estimating the total contract consideration and allocating amounts to each distinct performance obligation. Contracts with variable consideration may require forecasts over the term of the contract to determine the appropriate rate used to recognize revenue. Auditing management’s recognition of IT Solutions revenue was complex and involved a high degree of judgment because of the significant management judgments and estimates required to identify the distinct performance obligations, estimate and allocate contract consideration, and determine the rate used to recognize revenue. 57 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 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. Our procedures included an evaluation of the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculation of revenue recognized. We have also evaluated the adequacy of the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these revenue recognition matters. Uncertain Tax Positions Description of the Matter As discussed in Note 6 of the financial statements, the Company operates in the United States and multiple international jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge income tax positions on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, 2022, the Company accrued liabilities of $97 million for uncertain tax positions, including penalties and interest. Auditing management’s estimate of the amount of tax benefit that qualifies for recognition involved auditor judgment and use of tax professionals with specialized skills and knowledge to evaluate the Company’s interpretation of, and compliance with, tax laws and legal rulings across its multiple subsidiaries located in multiple taxing jurisdictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions. Among other procedures performed, we involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also evaluated the appropriateness of the Company’s accounting for its tax positions taking into consideration relevant information, local income tax laws, and legal rulings. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We have also evaluated the adequacy of the Company’s income tax disclosures included in Note 6 in relation to these tax matters. /s/ Ernst & Young LLP We have served as the Company ’ s auditor since 1993. Dallas, Texas February 17, 2023 58 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sabre Corporation Opinion on Internal Control over Financial Reporting We have audited Sabre Corporation ’ s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Dallas, Texas February 17, 2023 59 SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2022 2021 2020 Revenue $ 2,537,015 $ 1,688,875 $ 1,334,100 Cost of revenue, excluding technology costs 1,040,819 691,451 579,010 Technology costs 1,096,097 1,052,833 1,156,723 Selling, general and administrative 661,159 610,078 586,406 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 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 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 ( 432,778 ) ( 926,307 ) ( 1,281,139 ) Net income attributable to noncontrolling interests 2,670 2,162 1,200 Net (loss) income attributable to Sabre Corporation ( 435,448 ) ( 928,469 ) ( 1,282,339 ) Preferred stock dividends 21,385 21,602 7,659 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 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 per common share $ ( 1.40 ) $ ( 2.96 ) $ ( 4.45 ) Weighted-average common shares outstanding: Basic 326,742 320,922 289,855 Diluted 326,742 320,922 289,855 Dividend per common share $ — $ — $ 0.14 See Notes to Consolidated Financial Statements. 60 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2022 2021 2020 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 (loss) gain, net of taxes of $( 490 ), $( 517 ) and $ 3,447 ( 136 ) 36,742 ( 11,778 ) Pension settlement, net of taxes of $( 691 ), $ — , $( 4,066 ) 6,016 7,529 14,005 Amortization of prior service credits, net of taxes of $ 96 , $ — and $ 321 ( 1,337 ) ( 1,432 ) ( 1,111 ) Amortization of actuarial losses, net of taxes of $ — , $ — and $( 1,934 ) 6,484 7,985 6,677 Net change in retirement-related benefit plans, net of tax 11,027 50,824 7,793 Derivatives: Unrealized gains (losses), net of taxes of $( 406 ), $ 26 and $ 5,571 5,658 ( 134 ) ( 20,521 ) Reclassification adjustment for realized (gains) losses, net of taxes of $ 78 , $( 3,670 ) and $( 4,959 ) ( 1,082 ) 12,805 17,890 Net change in derivatives, net of tax 4,576 12,671 ( 2,631 ) Share of other comprehensive (loss) income of equity method investments ( 23 ) ( 602 ) 489 Other comprehensive income 14,556 55,670 13,349 Comprehensive loss ( 418,222 ) ( 870,637 ) ( 1,267,790 ) Less: Comprehensive income attributable to noncontrolling interests ( 2,670 ) ( 2,162 ) ( 1,200 ) Comprehensive loss attributable to Sabre Corporation $ ( 420,892 ) $ ( 872,799 ) $ ( 1,268,990 ) See Notes to Consolidated Financial Statements. 61 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) December 31, 2022 2021 Assets Current assets Cash and cash equivalents $ 794,888 $ 978,352 Restricted cash 21,035 21,039 Accounts receivable, net 353,587 259,934 Prepaid expenses and other current assets 191,979 121,591 Current assets held for sale — 21,358 Total current assets 1,361,489 1,402,274 Property and equipment, net of accumulated depreciation 229,419 249,812 Equity method investments 22,401 22,671 Goodwill 2,542,087 2,470,206 Acquired customer relationships, net of accumulated amortization 238,756 257,362 Other intangible assets, net of accumulated amortization 171,498 183,321 Deferred income taxes 38,892 27,056 Other assets, net 358,333 475,424 Long-term assets held for sale — 203,204 Total assets $ 4,962,875 $ 5,291,330 Liabilities and stockholders’ equity Current liabilities Accounts payable $ 171,068 $ 122,934 Accrued compensation and related benefits 122,022 135,974 Accrued subscriber incentives 218,761 137,448 Deferred revenues 66,503 81,061 Other accrued liabilities 213,737 188,706 Current portion of debt 23,480 29,290 Current liabilities held for sale — 21,092 Total current liabilities 815,571 716,505 Deferred income taxes 38,629 38,344 Other noncurrent liabilities 264,411 297,037 Long-term debt 4,717,091 4,723,685 Long-term liabilities held for sale — 15,476 Commitments and contingencies (Note 17) Stockholders’ equity Preferred stock; $ 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 33 33 Common stock: $ 0.01 par value; 1,000,000 authorized shares; 353,436 and 346,430 shares issued, 328,542 and 323,501 shares outstanding at December 31, 2022 and 2021, respectively 3,534 3,464 Additional paid-in capital 3,198,580 3,115,719 Treasury stock, at cost, 24,895 and 22,930 shares at December 31, 2022 and 2021, respectively ( 514,215 ) ( 498,141 ) Accumulated deficit ( 3,506,528 ) ( 3,049,695 ) Accumulated other comprehensive loss ( 65,731 ) ( 80,287 ) Noncontrolling interest 11,500 9,190 Total stockholders’ deficit ( 872,827 ) ( 499,717 ) Total liabilities and stockholders’ deficit $ 4,962,875 $ 5,291,330 See Notes to Consolidated Financial Statements. 62 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 2020 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 ) Amortization of debt discount and issuance costs 16,026 11,984 9,633 Pension settlement charge 6,707 7,529 18,071 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 Facilities-related charges — — 5,816 Changes in operating assets and liabilities: Accounts and other receivables ( 122,288 ) ( 17,881 ) 204,970 Prepaid expenses and other current assets ( 22,431 ) 5,837 ( 1,908 ) Capitalized implementation costs ( 12,577 ) ( 19,027 ) ( 17,301 ) Upfront incentive consideration ( 12,113 ) ( 5,980 ) ( 27,445 ) Other assets 42,039 ( 1,838 ) 16,012 Accrued compensation and related benefits ( 11,857 ) 51,652 ( 15,317 ) Accounts payable and other accrued liabilities 131,034 70,346 ( 304,051 ) Deferred revenue including upfront solution fees ( 15,506 ) ( 4,519 ) 15,357 Cash used in operating activities ( 276,458 ) ( 414,654 ) ( 770,245 ) Investing Activities 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 provided by (used in) investing activities 173,977 ( 29,428 ) ( 1,291 ) Financing Activities Payments on borrowings from lenders ( 1,822,661 ) ( 1,061,050 ) ( 1,533,597 ) 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 ) 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 ) — Proceeds from issuance of preferred stock, net — — 322,885 Proceeds from issuance of common stock, net — — 275,003 Payments on Tax Receivable Agreement — — ( 71,958 ) Cash dividends paid to common shareholders — — ( 38,544 ) Cash (used in) provided by financing activities ( 75,370 ) ( 50,558 ) 1,837,741 Cash Flows from Discontinued Operations Cash used in operating activities ( 3,259 ) ( 3,498 ) ( 2,932 ) Cash used in discontinued operations ( 3,259 ) ( 3,498 ) ( 2,932 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 2,358 ) ( 2,136 ) 216 (Decrease) increase in cash, cash equivalents and restricted cash ( 183,468 ) ( 500,274 ) 1,063,489 Cash, cash equivalents and restricted cash at beginning of period 999,391 1,499,665 436,176 Cash, cash equivalents and restricted cash at end of period $ 815,923 $ 999,391 $ 1,499,665 Cash payments for income taxes $ 15,620 $ 14,659 $ 24,505 Cash payments for interest $ 286,139 $ 246,933 $ 186,235 Capitalized interest $ 2,232 $ 1,599 $ 2,508 Non-cash additions to property and equipment $ 3,025 $ 2,678 $ — See Notes to Consolidated Financial Statements. 63 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands, except share data) Stockholders’ Equity (Deficit) Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Stockholders' Equity (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 loss — — — — — — — ( 1,282,339 ) 13,349 1,200 ( 1,267,790 ) Common stock dividends — — — — — — — ( 38,544 ) — — ( 38,544 ) Issuance of preferred stock, net 3,340,000 33 — — 322,852 — — — — — 322,885 Issuance of common stock, net — — 41,071,429 411 274,592 — — — — — 275,003 Preferred stock dividend (1) — — — — — — — ( 7,659 ) — — ( 7,659 ) Settlement of stock-based awards — — 3,271,114 33 143 778,375 ( 6,172 ) — — — ( 5,996 ) Stock-based compensation expense — — — — 69,946 — — — — — 69,946 Dividends paid to non-controlling interest on subsidiary common stock — — — — — — — — — ( 2,760 ) ( 2,760 ) Adoption of New Accounting Standard — — — — — — — ( 7,600 ) — — ( 7,600 ) Balance at December 31, 2020 3,340,000 33 338,661,960 3,387 2,985,077 21,365,227 ( 474,790 ) ( 2,099,624 ) ( 135,957 ) 7,028 285,154 Comprehensive loss — — — — — — — ( 928,469 ) 55,670 2,162 ( 870,637 ) Preferred stock dividend (1) — — — — — — — ( 21,602 ) — — ( 21,602 ) Conversion from preferred stock to common stock ( 50,000 ) — 595,240 6 — — — — — — 6 Settlement of stock-based awards — — 5,903,724 59 717 1,564,441 ( 23,351 ) — — — ( 22,575 ) Stock-based compensation expense — — — — 120,892 — — — — — 120,892 Settlement of exchangeable notes — — — — ( 780 ) — — — — — ( 780 ) Issuance of common stock upon conversion of exchangeable notes 1,269,497 12 9,813 9,825 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 %. See Notes to Consolidated Financial Statements. 64 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Business and Significant Accounting Policies Description of Business Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours,” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. We connect people and places with technology that reimagines the business of travel. We operate through two business segments: (i) Travel Solutions, our global travel marketplace for travel suppliers and travel buyers, a broad portfolio of software technology products and solutions for airlines and other travel suppliers, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. Recent Events The travel industry continues to be adversely affected by the global health crisis due to the outbreak of the coronavirus, 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 $ 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. As a result of the Strategic Realignment, we now 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 leading software solutions for hoteliers. All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments were consolidated into a unified revenue and expense structure now reported as the Travel Solutions business segment. There were no changes to the historical Hospitality Solutions reporting segment. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. 65 The preparation of these annual financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies, 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. 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. Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology operations including data processing and hosting, third-party software, other costs associated with the maintenance and minor enhancement of our technology, and depreciation and amortization associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets related to technology. Technology costs also include costs associated with our technology transformation efforts. Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, other overhead costs, personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications, and depreciation and amortization associated with property and equipment, acquired customer relationships, trademarks and brand names. Revenue Recognition Travel Solutions and Hospitality Solutions’ revenue recognition is primarily driven by GDS and reservation system transactions. Timing of revenue recognition is primarily based on the consistent provision of services in a stand-ready series SaaS environment and the amount of revenue recognized varies with the volume of transactions processed. Revenue is recognized if it is not considered probable of reversal. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification ("ASC") 606. The transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Most of our contracts for GDS services and central reservation system (CRS) services for Hospitality Solutions have a single stand-ready series performance obligation. For Travel Solutions' IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees. We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time. 66 Our significant product and services and methods of recognition are as follows: Stand-ready series revenue recognition We recognize revenue from usage-based fees for the use of the software which represents a stand-ready performance obligation. Variability in the usage-based fee that does not align with the value provided to the customer can result in a difference between billings to the customer and the timing of contract performance and revenue recognition, which may result in the recognition of a contract asset. This can result in a requirement to forecast expected usage-based fees and volumes over the contract term in order to determine the rate for revenue recognition. This variable consideration is constrained if there is an inability to reliably forecast this revenue 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 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")). GDS services link and engage transactions between travel agents and travel suppliers. Revenue is generated from contracts with the travel suppliers as each booking is made or transaction occurs and represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Distribution revenue associated with car rental, hotel transactions and other travel providers is recognized at the time the reservation is used by the customer. Distribution revenue associated with airline travel reservations is recognized at the time of booking of the reservation, net of estimated future cancellations. Cancellations prior to the day of departure are estimated based on historical and expected levels of cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates. Travel Solutions also generates IT solutions revenue from its product offerings including reservation systems for full-service and low-cost carriers, commercial and operations products, agency solutions and booking data. Reservation system revenue is primarily generated based on the number of passengers boarded. Generally, customers are charged a fixed, upfront solutions fee and a recurring usage-based fee for the use of the software in a stand-ready series performance obligation. In the context of both our reservation systems and our commercial and operations products, upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution. Hospitality Solutions —Hospitality Solutions provides technology solutions and other professional services, through SaaS and hosted delivery models, to hoteliers around the world. Generally, customers are charged an upfront solutions fee and a recurring usage-based fee for the use of the software, which represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution. Contract Assets and Deferred Customer Advances and Discounts Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on contract terms. Contract assets 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. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract. Other revenue recognition patterns Travel Solutions also provides other services including development labor or professional consulting. These services can be sold separately or with other products and services, and Travel Solutions may bundle multiple technology solutions in one arrangement with these other services. Revenue from other services consisting of development services that represent minor configuration or professional consulting is generally recognized over the period the services are performed or upon completed delivery. Travel Solutions also directly licenses certain software to its customers where the customer obtains on-site control of the license. Revenue from software license fees is recognized when the customer gains control of the software enabling them to directly use the software and obtain substantially all of the remaining benefits. Fees for ongoing software maintenance are recognized ratably over the life of the contract. Under these arrangements, often we are entitled to minimum fees which are collected over the term of the agreement, while the revenue from the license is recognized at the point when the customer gains control, which results in current and long-term unbilled receivables for these arrangements. Variability in the amounts billed to the customer and revenue recognized coincides with the customer’s level of usage with the exception of upfront solution fees, non-usage based variable consideration, license and maintenance agreements and other services including development labor and professional consulting. Contracts with the same customer which are entered into at or around the same period are analyzed for revenue recognition purposes on a combined basis across our businesses which can impact timing of revenue recognition. 67 For contracts with multiple performance obligations, we account for separate performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP. Revenue recognition from our Travel Solutions business requires significant judgments such as identifying distinct performance obligations including estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, assessing revenue for constraint particularly due to impacts of the COVID-19 pandemic on our customers and contracts and forecasting future volumes. For a small number of our contracts, we are required to forecast volumes as a result of pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these judgments and estimates could have an impact on the revenue recognized in future periods. We evaluate whether it is appropriate to record the gross amount of our revenues and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of our promise to the customer. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. Incentive Consideration Certain service contracts with significant travel agency customers contain booking productivity clauses and other provisions that allow travel agency customers to receive cash payments or other consideration. We establish liabilities for these commitments and recognize the related expense as these travel agencies earn incentive consideration based on the applicable contractual terms. Periodically, we make cash payments to these travel agencies at inception or modification of a service contract which are capitalized and amortized to cost of revenue over the expected life of the service contract, which is generally three to ten years . Deferred charges related to such contracts are recorded in other assets, net on the consolidated balance sheets. The service contracts are priced so that the additional airline and other booking fees generated over the life of the contract will exceed the cost of the incentive consideration provided. Incentive consideration paid to the travel agency represents a commission paid to the travel agency for booking travel on our GDS. Similar to the revenue cancellation reserve, we record a reduction to incentive expense within cost of revenue, excluding technology costs for amounts considered probable of recovery from travel agencies for incentives previously paid on cancelled bookings. Advertising Costs Advertising costs are expensed as incurred. Advertising costs incurred by our continuing operations totaled $ 10 million, $ 4 million and $ 8 million for the years ended December 31, 2022, 2021 and 2020, respectively. Cash and Cash Equivalents We classify all highly liquid instruments, including money market funds and money market securities with original maturities of three months or less, as cash equivalents. Restricted Cash Restricted cash primarily includes $ 21 million of cash collateral for standby letters of credit associated with guarantees related to our bilateral letter of credit facility issued in conjunction with the 2021 Refinancing (as defined below). See Note 8. Debt for additional information. Allowance for Credit Losses and Concentration of Credit Risk We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns unique to each and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. 68 The majority of our receivables are trade receivables due in less than one year. In addition to our short-term trade and unbilled receivables, our receivables also include contract assets and long-term trade unbilled receivables. See Note 2. Revenue from Contracts with Customers for more information about these financial assets. Contract assets and long-term receivables are reviewed for recoverability on a periodic basis based on a review of subjective factors and trends in collection data including the aging of our trade receivable balances with these customers and expectations of future global economic growth. Our credit risk is mitigated with carriers who use the Airline Clearing House (“ACH”) and other similar clearing houses, as ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor our ongoing credit exposure for these carriers through active review of customer balances against contract terms and due dates with account management. Our activities include established collection processes, account reconciliations, dispute resolution and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. We generally do not require security or collateral from our customers as a condition of sale. 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 determine will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer. We maintained an allowance for credit losses of approximately $ 39 million, $ 60 million and $ 98 million at December 31, 2022, 2021 and 2020, respectively. See Note 7. Credit Losses for further considerations involved in the development of this estimate. Derivative Financial Instruments We recognize all derivatives on the consolidated balance sheets at fair value. If the derivative is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are offset against the change in fair value of the hedged item through earnings (a “fair value hedge”) or recognized in other comprehensive income (loss) until the hedged item is recognized in earnings (a “cash flow hedge”). For derivative instruments not designated as hedging instruments, the gain or loss resulting from the change in fair value is recognized in current earnings during the period of change. No hedging ineffectiveness was recorded in earnings during the periods presented. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is calculated on the straight-line basis. Our depreciation and amortization policies are as follows: Buildings Lesser of lease term or 35 years Leasehold improvements Lesser of lease term or useful life Furniture and fixtures 5 to 15 years Equipment, general office and computer 3 to 5 years Software developed for internal use 3 to 5 years We capitalize certain costs related to our infrastructure, software applications and reservation systems under authoritative guidance on software developed for internal use. Capitalizable costs consist of (a) certain external direct costs of materials and services incurred in developing or obtaining internal use computer software and (b) payroll and payroll related costs for employees who are directly associated with and who devote time to our GDS and SaaS-related development projects. Costs incurred during the preliminary project stage or costs incurred for data conversion activities and training, maintenance and general and administrative or overhead costs are expensed as incurred. Costs that cannot be separated between maintenance of, and relatively minor upgrades and enhancements to, internal use software are also expensed as incurred. See Note 5. Balance Sheet Components, for amounts capitalized as property and equipment in our consolidated balance sheets. Depreciation and amortization of property and equipment totaled $ 90 million, $ 154 million and $ 248 million for the years ended December 31, 2022, 2021 and 2020, respectively. Amortization of software developed for internal use, included in depreciation and amortization, totaled $ 74 million, $ 132 million and $ 203 million for the years ended December 31, 2022, 2021 and 2020, respectively. 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 69 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. During the year ended December 31, 2020, we recorded an impairment charge related to our Hospitality Solutions business of $ 5 million associated with software developed for internal use based on our analysis of the recoverability of such amounts. This impairment charge is recorded within technology costs in our consolidated statement of operations. Additionally, we recorded a $ 4 million impairment charge associated with leasehold improvements and furniture and fixtures of abandoned leased office space during the year ended December 31, 2020 which is recorded within selling, general, and administrative expenses in our consolidated statement of operations. Leases We lease certain facilities under long term operating leases. We determine if an arrangement is a lease at inception. We evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. 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 current liabilities and other noncurrent liabilities in our consolidated balance sheets. Finance lease assets are included in property and equipment with associated liabilities included in current portion of debt and long-term debt in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our internal borrowing rate for leases with a lease term of less than or equal to five years. For leases with a lease term greater than five years, we use our incremental borrowing rate based on the estimated rate of interest for corporate bond borrowings over a similar term of the lease payments. Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight-line basis over the term of the lease. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. For significant acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and liabilities assumed. The measurement of these fair values requires us to make significant estimates and assumptions which are inherently uncertain. Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date. Business Divestitures We periodically divest assets that we do not consider core to our business strategy. The carrying value of the net assets held for sale are compared to their fair value, less cost to sell, and any initial adjustments of the carrying value to fair value, less cost to sell are recorded when the held for sale criteria are met. Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs. When the net assets constitute a business, we allocate a portion of the goodwill from the related reporting unit to the carrying value of the net assets held for sale. The amount of goodwill allocated is based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired in business combinations. Goodwill is not amortized but is reviewed for impairment on an annual basis or more frequently if events and circumstances indicate the carrying amount may not be recoverable. Definite-lived intangible assets are amortized on a straight-line basis and assigned useful economic lives of two to thirty years , depending on classification. The useful economic lives are evaluated on an annual basis. We perform our annual goodwill impairment assessment as of October 1 of each year and interim assessments as required upon the identification of a triggering event. We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, we perform a comparison of the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit. If the sum of the carrying value of the assets and liabilities of a reporting unit exceeds the estimated fair value of that reporting unit, the carrying value of the reporting unit’s goodwill is reduced to its fair value through an adjustment to the goodwill balance, resulting in an impairment charge. We have two reporting units associated with our continuing operations: Travel Solutions and Hospitality Solutions. We did no t record any goodwill impairment charges for the years ended December 31, 2022 , 2021 and 2020. See Note 4. Goodwill and Intangible Assets for additional information. 70 Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of definite lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. If impairment indicators exist for definite-lived intangible assets, the undiscounted future cash flows associated with the expected service potential of the assets are compared to the carrying value of the assets. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible assets, no impairment charge is recorded. If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets to its fair value. We did not record material intangible asset impairment charges for the years ended December 31, 2022, 2021 and 2020. See Note 4. Goodwill and Intangible Assets for additional information. Equity Method Investments 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. zo.o, and a voting interest of 20 % in Asiana Sabre, Inc. The carrying value of these equity method investments in joint ventures amounts to $ 22 million as of December 31, 2022 and $ 23 million as of December 31, 2021. Contract Acquisition Costs and Capitalized Implementation Costs We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based on estimated contract value for our Travel Solutions and Hospitality Solutions businesses. These costs are capitalized and reviewed for impairment on an annual basis. We generally amortize these costs, and those for renewals, over the average contract term for those businesses, excluding commissions on contracts with a term of one year or less, which are generally expensed in the period earned and recorded within selling, general and administrative expenses. We incur upfront costs to implement new customer contracts under our SaaS revenue model. We capitalize these costs, including (a) certain external direct costs of materials and services incurred to implement a customer contract and (b) payroll and payroll related costs for employees who are directly associated with and devote time to implementation activities. Capitalized implementation costs are amortized on a straight-line basis over the related contract term, ranging from three to ten years , as they are recoverable through deferred or future revenues associated with the relevant contract. These assets are reviewed for recoverability on a periodic basis or when an event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. Recoverability is measured based on the future estimated revenue and direct costs of the contract compared to the capitalized implementation costs. See Note 5. Balance Sheet Components and Note 2. Revenue from Contracts with Customers, for additional information. Amortization of capitalized implementation costs, included in depreciation and amortization, totaled $ 37 million, $ 35 million and $ 37 million for the years ended December 31, 2022, 2021 and 2020, respectively. Income Taxes Deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are measured using the tax rates and laws enacted at the time of such determination. We regularly review our deferred tax assets for recoverability and a valuation allowance is provided when it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we make estimates and assumptions regarding projected future taxable income, the reversal of deferred tax liabilities and implementation of tax planning strategies. We reassess these assumptions regularly which could cause an increase or decrease to the valuation allowance, resulting in an increase or decrease in the effective tax rate, and could materially impact our results of operations. We recognize liabilities when we 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 71 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. 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 We recognize the funded status of our defined benefit pension plans and other postretirement benefit plans in our consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The fair value of plan assets represents the cumulative contributions made to fund the pension and other postretirement benefit plans which are invested primarily in domestic and foreign equities and fixed income securities. The benefit obligation of our pension and other postretirement benefit plans are actuarially determined using certain assumptions approved by us. The benefit obligation is adjusted annually in the fourth quarter to reflect actuarial changes and may also be adjusted upon the adoption of plan amendments. These adjustments are initially recorded in accumulated other comprehensive income (loss) and are subsequently amortized over the life expectancy of the plan participants as a component of net periodic benefit costs. Equity-Based Compensation We account for our stock awards and options by recognizing compensation expense, measured at the grant date based on the fair value of the award, on a straight-line basis over the award vesting period, giving consideration as to whether the amount of compensation cost recognized at any date is equal to the portion of grant date value that is vested at that date. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. We recognize equity-based compensation expense net of any actual forfeitures. We measure the grant date fair value of stock option awards as calculated by the Black-Scholes option-pricing model which requires certain subjective assumptions, including the expected term of the option, the expected volatility of our common stock, risk-free interest rates and expected dividend yield. The expected term is estimated by using the “simplified method” which is based on the midpoint between the vesting date and the expiration of the contractual term. We utilized the simplified method due to the lack of sufficient historical experience under our current grant terms. The expected volatility is based on the historical volatility of our stock price. The expected risk-free interest rates are based on the yields of U.S. Treasury securities with maturities appropriate for the expected term of the stock options. The expected dividend yield was based on the calculated yield on our common stock at the time of grant assuming quarterly dividends totaling $ 0.14 per share for awards granted prior to the suspension of our common stock dividends on March 16, 2020. Subsequent to March 16, 2020, a zero expected dividend was used. Foreign Currency We remeasure foreign currency transactions into the relevant functional currency and record the foreign currency transaction gains or losses as a component of other, net in our consolidated statements of operations. We translate the financial statements of our non-U.S. dollar functional currency foreign subsidiaries into U.S. dollars in consolidation and record the translation gains or losses as a component of other comprehensive income (loss). Translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into earnings as a component of other, net in our consolidated statements of operations once the liquidation of the respective foreign subsidiaries is substantially complete. Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional expedients and exceptions for applying U.S. GAAP to 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. 72 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 June 2016, the FASB issued updated guidance for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the current "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. We adopted this standard in the first quarter of 2020, resulting in a $ 10 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities and a $ 1 million increase in accounts receivable with a corresponding increase of approximately $ 8 million in our opening retained deficit as of January 1, 2020. See Note 7. Credit Losses for more information on the impacts from adoption and ongoing considerations. 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, SaaS revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of December 31, 2022 and December 31, 2021 (in thousands): Account Consolidated Balance Sheet Location December 31, 2022 December 31, 2021 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 55,473 $ 79,682 Trade and unbilled receivables, net Accounts receivable, net 352,214 258,800 Long-term trade unbilled receivables, net Other assets, net 16,129 23,709 Contract liabilities Deferred revenues / other noncurrent liabilities 115,151 135,273 _______________________________ (1) Includes contract assets of $ 12 million and $ 11 million for December 31, 2022 and 2021, respectively. 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 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. Credit Losses. Revenue The following table presents our revenues disaggregated by business (in thousands): Year Ended December 31, 2022 2021 2020 Distribution $ 1,622,545 $ 901,478 $ 582,115 IT Solutions (1) 688,730 602,061 594,579 Total Travel Solutions 2,311,275 1,503,539 1,176,694 SynXis Software and Service 227,301 178,940 156,749 Other 27,319 23,688 17,879 Total Hospitality Solutions 254,620 202,628 174,628 Eliminations ( 28,880 ) ( 17,292 ) ( 17,222 ) Total Sabre Revenue $ 2,537,015 $ 1,688,875 $ 1,334,100 _______________________________ (1) Includes license fee revenue recognized upon delivery to the customer of $ 6 million and $ 22 million for the years ended December 31, 2022 and 2021, respectively. 73 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, 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. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. See Note 1. Summary of Business and Significant Accounting Policies regarding revenue recognition of our various revenue streams for more information. 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 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. Contract Acquisition Costs and Capitalized Implementation Costs We incur contract costs in the form of acquisition costs and implementation costs. Contract acquisition costs are related to new contracts with our customers in the form of sales commissions based on the estimated contract value. We incur contract implementation costs to implement new customer contracts under our SaaS revenue model . We periodically assess contract costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, 2022 and 2021. See Note 1. Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs. The following table presents the activity of our acquisition costs and capitalized implementation costs for the years ended December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Contract acquisition costs: Beginning balance $ 22,309 $ 21,871 Additions 6,918 7,609 Amortization ( 5,635 ) ( 7,171 ) Dispositions ( 4,175 ) — Ending balance $ 19,417 $ 22,309 Capitalized implementation costs: Beginning balance $ 109,762 $ 145,712 Additions 12,577 19,027 Amortization ( 36,982 ) ( 34,750 ) Impairment ( 518 ) ( 1,315 ) Dispositions — ( 19,169 ) Other ( 2,128 ) 257 Ending balance $ 82,711 $ 109,762 74 3. Acquisitions and Dispositions Conferma 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) $ 10,576 Other current and non-current assets (1) 6,663 Goodwill (1) 61,656 Intangible assets (1) 18,370 Current and non-current liabilities (1) ( 13,595 ) Total 83,670 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 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 On August 20, 2019, the U.S. Department of Justice ("DOJ") filed a complaint in federal court in the District of Delaware, seeking a permanent injunction to prevent Sabre from acquiring Farelogix, Inc. ("Farelogix"), alleging that the proposed acquisition is likely to substantially lessen competition in violation of federal antitrust law. On April 7, 2020, the trial court ruled in favor of Sabre, denying the DOJ's request for an injunction. On April 9, 2020, the U.K. Competition and Markets Authority 75 ("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. 4. Goodwill and Intangible Assets As a result of the 2020 strategic realignment discussed above, our historical Travel Network and Airline Solutions business segments have been combined into a new business segment, Travel Solutions. In connection with this reorganization, the historical Travel Network and Airline Solutions reporting units and their related goodwill were combined into a single Travel Solutions reporting unit, thereby requiring no reallocation of goodwill based on fair values. There was no change to our historical Hospitality Solutions reporting unit. 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): Travel Solutions Hospitality Solutions Total Goodwill 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) ( 8,942 ) ( 4,656 ) ( 13,598 ) Balance as of December 31, 2021 2,314,517 155,689 2,470,206 Additions and Adjustments (1) 67,447 4,434 71,881 Balance as of December 31, 2022 $ 2,381,964 $ 160,123 $ 2,542,087 ________________________ (1) Includes allocated goodwill on divestitures as well as net foreign currency effects during the year. The following table presents our intangible assets as of December 31, 2022 and 2021 (in thousands): December 31, 2022 December 31, 2021 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired customer relationships $ 1,041,782 $ ( 803,026 ) $ 238,756 $ 1,028,841 $ ( 771,479 ) $ 257,362 Trademarks and brand names 334,390 ( 180,065 ) 154,325 333,537 ( 169,260 ) 164,277 Reacquired rights 113,500 ( 113,500 ) — 113,500 ( 105,393 ) 8,107 Purchased technology 443,667 ( 426,493 ) 17,174 435,914 ( 426,306 ) 9,608 Acquired contracts, supplier and distributor agreements 37,600 ( 37,600 ) — 37,600 ( 36,271 ) 1,329 Non-compete agreements 13,953 ( 13,953 ) — 14,686 ( 14,686 ) — Total intangible assets $ 1,984,892 $ ( 1,574,637 ) $ 410,255 $ 1,964,078 $ ( 1,523,395 ) $ 440,683 Amortization expense relating to intangible assets subject to amortization totaled $ 51 million, $ 64 million and $ 66 million for the years ended December 31, 2022, 2021 and 2020, respectively. Estimated amortization expense related to intangible assets subject to amortization for each of the five succeeding years and beyond is as follows (in thousands): 2023 $ 39,734 2024 36,569 2025 34,031 2026 34,031 2027 33,217 2028 and thereafter 232,672 Total $ 410,255 76 5. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2022 2021 Prepaid Expenses $ 94,339 $ 71,162 Investment in securities (1) 54,303 — Value added tax receivable 26,953 33,123 Other 16,384 17,306 Prepaid expenses and other current assets $ 191,979 $ 121,591 ______________________ (1) See Note 10. Fair Value Measurements for further detail. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2022 2021 Buildings and leasehold improvements $ 27,363 $ 38,792 Furniture, fixtures and equipment 33,216 35,675 Computer equipment 281,055 318,156 Software developed for internal use 1,827,000 1,769,840 Property and equipment 2,168,634 2,162,463 Accumulated depreciation and amortization ( 1,939,215 ) ( 1,912,651 ) Property and equipment, net $ 229,419 $ 249,812 Other Assets, Net Other assets, net consist of the following (in thousands): December 31, 2022 2021 Capitalized implementation costs, net $ 82,711 $ 109,762 Deferred upfront incentive consideration 67,476 84,099 Long-term contract assets and customer advances and discounts (1) 56,448 82,742 Right-of-Use asset (2) 85,238 99,587 Long-term trade unbilled receivables (1) 16,129 23,709 Other 50,331 75,525 Other assets, net $ 358,333 $ 475,424 ________________________________ (1) Refer to Note 2. Revenue from Contracts with Customers for additional information. (2) Refer to Note 11. Leases for additional information. 77 Other Noncurrent Liabilities Other noncurrent liabilities consist of the following (in thousands): December 31, 2022 2021 Pension and other postretirement benefits $ 83,078 $ 85,666 Deferred revenue 40,390 45,734 Lease liabilities (1) 68,068 79,368 Other 72,875 86,269 Other noncurrent liabilities $ 264,411 $ 297,037 ___________________________ (1) Refer to Note 11. Leases, for additional information. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of the following (in thousands): December 31, 2022 2021 Defined benefit pension and other postretirement benefit plans $ ( 73,746 ) $ ( 84,773 ) 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 ) Total accumulated other comprehensive loss, net of tax $ ( 65,731 ) $ ( 80,287 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is included in Other, net. See Note 9. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. 6. Income Taxes The components of pretax income from continuing operations, generally based on the jurisdiction of the legal entity, were as follows: Year Ended December 31, 2022 2021 2020 Components of pre-tax loss: Domestic $ ( 380,367 ) $ ( 738,394 ) $ ( 1,023,243 ) Foreign ( 43,066 ) ( 199,993 ) ( 281,696 ) $ ( 423,433 ) $ ( 938,387 ) $ ( 1,304,939 ) The provision for income taxes relating to continuing operations consists of the following: Year Ended December 31, 2022 2021 2020 Current portion: Federal $ 12,224 $ ( 1,575 ) $ ( 5,067 ) State and Local 2,439 ( 709 ) ( 435 ) Non U.S. 11,309 15,187 11,823 Total current 25,972 12,903 6,321 Deferred portion: Federal ( 1,041 ) ( 2,223 ) ( 16,548 ) State and Local ( 1,759 ) 563 ( 3,379 ) Non U.S. ( 14,506 ) ( 25,855 ) ( 7,406 ) Total deferred ( 17,306 ) ( 27,515 ) ( 27,333 ) Total provision (benefit) for income taxes $ 8,666 $ ( 14,612 ) $ ( 21,012 ) 78 The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows: Year Ended December 31, 2022 2021 2020 Income tax provision at statutory federal income tax rate $ ( 88,921 ) $ ( 197,061 ) $ ( 274,037 ) State income taxes, net of federal benefit ( 3,844 ) ( 9,414 ) ( 15,003 ) Impact of non U.S. 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 ) Valuation Allowance 59,827 176,921 218,687 Other, net ( 1,522 ) ( 4,022 ) 7,690 Total provision (benefit) for income taxes $ 8,666 $ ( 14,612 ) $ ( 21,012 ) The components of our deferred tax assets and liabilities are as follows: As of December 31, 2022 2021 Deferred tax assets: Employee benefits other than pension $ 37,325 $ 36,670 Lease liabilities 19,713 22,214 Deferred revenue 26,890 37,348 Pension obligations 18,249 19,129 Tax loss carryforwards 364,830 377,286 Incentive consideration 2,761 4,864 Tax credit carryforwards 59,790 57,657 Suspended loss 14,814 14,592 Software developed for internal use 89,084 16,208 Accrued expenses 9,658 12,946 Total deferred tax assets 643,114 598,914 Deferred tax liabilities: Bond discounts ( 1,267 ) ( 1,731 ) Right of use assets ( 19,780 ) ( 22,276 ) Depreciation and amortization ( 4,757 ) ( 6,419 ) Intangible assets ( 95,295 ) ( 98,072 ) Unrealized gains and losses ( 15,430 ) ( 24,118 ) Non U.S. operations ( 13,427 ) ( 17,543 ) Investment in partnership ( 8,168 ) ( 8,528 ) Other ( 461 ) ( 1,580 ) Total deferred tax liabilities ( 158,585 ) ( 180,267 ) Valuation allowance ( 484,266 ) ( 429,935 ) 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. federal NOL carryforwards of approximately $ 706 million , which primarily have an indefinite carryforward period. Additionally, we have research tax credit carryforwards of approximately $ 35 million , which will expire between 2023 and 2041. 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. However, we expect that Section 382 will not limit our ability to fully realize the tax benefits. We have state NOLs of $ 14 million which will expire primarily between 2023 and 2041 and state research tax credit carryforwards of $ 20 million which will expire between 2023 and 2040. We have $ 571 million of NOL carryforwards and $ 7 million of foreign tax credits related to certain non-U.S. taxing jurisdictions that are primarily from countries with indefinite carryforward periods. 79 We regularly review our deferred tax assets for realizability and a valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $ 367 million and $ 26 million, respectively as of December 31, 2022. For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $ 91 million as of December 31, 2022. 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. 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, 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. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Year Ended December 31, 2022 2021 2020 Balance at beginning of year $ 84,929 $ 73,054 $ 64,645 Additions for tax positions taken in the current year 3,641 3,655 3,090 Additions for tax positions of prior years 2,276 12,625 7,504 Reductions for tax positions of prior years ( 8,846 ) ( 29 ) — Additions (reductions) for tax positions of expired statute of limitations ( 2,900 ) ( 4,376 ) ( 656 ) Settlements ( 3,138 ) — ( 1,529 ) Balance at end of year $ 75,962 $ 84,929 $ 73,054 We present unrecognized tax benefits as a reduction to deferred tax assets for NOLs, similar tax loss or a tax credit carryforward that is available to settle additional income taxes that would result from the disallowance of a tax position, presuming disallowance at the reporting date. The amount of unrecognized tax benefits that were offset against deferred tax assets was $ 51 million, $ 44 million, and $ 47 million as of December 31, 2022, 2021, and 2020 respectively. 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. 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. The following table summarizes, by major tax jurisdiction, our tax years that remain subject to examination by taxing authorities: Tax Jurisdiction Years Subject to Examination United Kingdom 2016 - forward Singapore 2016 - forward India 1996 - forward Uruguay 2017 - forward U.S. Federal 2014, 2015, 2019 - forward Texas 2016 - forward We currently have ongoing audits in India and various other jurisdictions. We do not expect that the results of these examinations will have a material effect on our financial condition or results of operations. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2010. 80 7. Credit Losses In the first quarter of 2020, we adopted the updated guidance within ASC 326, Credit Impairment for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the previous "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. The adoption of this standard in the first quarter of 2020 resulted in a $ 10 million increase in the allowance for credit losses, partially offset by a $ 1 million decrease in deferred tax liabilities and a $ 1 million increase in accounts receivable with a corresponding increase of approximately $ 8 million in our opening retained deficit as of January 1, 2020. Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the year ended December 31, 2022 for our portfolio segment is summarized as follows (in thousands): Year Ended December 31, 2022 Balance at December 31, 2020 $ 97,569 Provision for expected credit losses ( 7,788 ) Write-offs ( 27,843 ) Other ( 2,292 ) Balance at December 31, 2021 59,646 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. 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. 8. Debt As of December 31, 2022 and 2021, our outstanding debt included in our consolidated balance sheets totaled $ 4,741 million and $ 4,753 million, respectively, which are net of debt issuance costs of $ 44 million and $ 45 million, respectively, and unamortized discounts of $ 54 million and $ 9 million, respectively. The following table sets forth the face values of our outstanding debt as of December 31, 2022 and 2021 (in thousands): 81 December 31, Rate Maturity 2022 2021 Senior secured credit facilities: Term Loan B (1) L+ 2.00 % February 2024 $ — $ 1,805,806 2021 Term Loan B-1 L+ 3.50 % December 2027 397,940 401,980 2021 Term Loan B-2 L+ 3.50 % December 2027 634,340 640,780 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 9.25 % April 2025 775,000 775,000 7.375 % senior secured notes due 2025 7.375 % September 2025 850,000 850,000 4.00 % senior exchangeable notes due 2025 4.00 % April 2025 333,220 333,220 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 Less current portion of debt outstanding ( 23,480 ) ( 29,290 ) Face value of long-term debt outstanding $ 4,815,646 $ 4,777,496 _____________________________ (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 Refinancing Transactions On August 23, 2017, Sabre GLBL entered into a Fourth Incremental Term Facility Amendment to our Amended and Restated Credit Agreement, Term Loan A Refinancing Amendment to our Amended and Restated Credit Agreement, and Second Revolving Facility Refinancing Amendment to our Amended and Restated Credit Agreement (the “2017 Refinancing”). The 2017 Refinancing included a $ 400 million revolving credit facility ("Revolver") as well as the application of the proceeds of the approximately $ 1,891 million incremental Term Loan B facility (“Term Loan B”) and $ 570 million Term Loan A facility (“Term Loan A”). On August 27, 2020, Sabre GLBL entered into a Third Revolving Facility Refinancing Amendment to the Amended and Restated Credit Agreement (the "Third Revolving Refinancing Amendment") and the First Term A Loan Extension Amendment to the Amended and Restated Credit Agreement (the "Term A Loan Extension Amendment" and, together with the Third Revolving Refinancing Amendment, the "2020 Refinancing"), which extended the maturity of the Revolver from July 1, 2022 to November 23, 2023 at the earliest and February 22, 2024 at the latest, depending on certain "springing" maturity conditions as described in the Third Revolving Refinancing Amendment. In addition to extending the maturity date of the Revolver, the 2020 Refinancing also provided that, during any covenant suspension resulting from a "Material Travel Event Disruption" (as defined in the Amended and Restated Credit Agreement), including during the current covenant suspension period, we were required to maintain liquidity of at least $ 300 million on a monthly basis, which was lowered in December 2020 from $ 450 million. 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. On December 17, 2020, Sabre GLBL entered into a Sixth Term A Loan Refinancing and Incremental Amendment to our Amended and Restated Credit Agreement, resulting in additional Term Loan B borrowings of $ 637 million ("Other Term B Loans") due December 17, 2027. The applicable interest rate margins for the Other Term B Loans are 4.00 % per annum for Eurocurrency rate loans and 3.00 % per annum for base rate loans, with a floor of 0.75 % for the Eurocurrency rate, and 1.75 % for the base rate, respectively. The net proceeds of $ 623 million from the issuance, net of underwriting fees and commissions, were used to fully redeem both the $ 500 million outstanding 5.25 % senior secured notes due November 2023 and the $ 134 million outstanding Term Loan A. We incurred no material additional indebtedness as a result of these transactions, other than amounts for certain interest, fees and expenses. We recognized a loss on extinguishment of debt of $ 11 million during the year ended December 31, 2020 in connection with these transactions, which consisted of a redemption premium of $ 6 million and the write-off of unamortized debt issuance costs of $ 5 million. 82 On July 12, 2021, we entered into agreements to refinance the Other Term Loan B facility and the Revolver, and terminated the revolving commitments thereunder (the "2021 Refinancing"). We incurred no additional indebtedness as a result of the 2021 Refinancing, other than amounts covering certain interest, fees and expenses. Among other things, the 2021 Refinancing amended the financial performance covenant to remove the minimum liquidity requirement of $ 300 million, the Total Net Leverage Ratio maintenance requirement, and certain other limitations. The 2021 Refinancing included the application of the proceeds of (i) a new $ 404 million term loan “B-1” facility (the “New Term B-1 Facility”) and (ii) a new $ 644 million term loan “B-2” facility (the "New Term B-2 Facility" and together with the New Term B-1 Facility, the “New Facilities”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, to pay down in full approximately $ 634 million of Other Term B Loans and the outstanding $ 400 million Revolver balance, and to terminate the revolving commitments thereunder. The remaining proceeds, net of a $ 3 million discount, were used to pay a $ 6 million redemption premium and $ 6 million in other fees associated with the refinancing. We recognized a loss on extinguishment of debt in connection with these transactions during the year ended December 31, 2021 of $ 13 million and debt modification costs for financing fees of $ 2 million recorded to Other, net. 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. 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 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. We are also required to pay down the term loans by an amount equal to 50 % of annual excess cash flow, as defined in the Amended and Restated Credit Agreement. This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved. Based on our results for the year ended December 31, 2021, we were not required to make an excess cash flow payment in 2022, and no excess cash flow payment is expected to be required in 2023 with respect to our results for the year ended December 31, 2022. We are further required to pay down the term loan with proceeds from certain asset sales or borrowings as defined in the Amended and Restated Credit Agreement. Financial Covenants Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain 83 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. Interest 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. The Eurocurrency rate is based on LIBOR for all U.S. dollar borrowings and has a floor. We have elected the one-month LIBOR as the floating interest rate on 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. 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) 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) 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. In July 2017, the Financial Conduct Authority announced its intention to phase out LIBOR by the end of 2021, and subsequently extended the phase-out date to June 30, 2023. 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. 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: Year Ended December 31, 2022 2021 2020 Including the impact of interest rate swaps 5.58 % 3.91 % 4.03 % Excluding the impact of interest rate swaps 5.62 % 3.33 % 3.26 % 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”). The April 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The April 2025 Notes bear interest at a rate of 9.250 % per annum and interest payments are due semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The April 2025 Notes mature on April 15, 2025. The net proceeds received from the sale of the April 2025 Notes of $ 763 million, net of underwriting fees and commissions, are being used for general corporate purposes. On August 27, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 850 million aggregate principal amount of 7.375 % senior secured notes due 2025 (the “September 2025 Notes”). The September 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The September 2025 Notes bear interest at a rate of 7.375 % per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The September 2025 Notes mature on September 1, 2025. The net proceeds of $ 839 million received from the sale of the September 2025 Notes, net of underwriting fees and commissions, plus cash on hand, was used to: (1) repay approximately $ 319 million principal amount of debt under the Term Loan A; (2) redeem all of our $ 530 million outstanding 5.375 % senior secured notes due April 2023; and (3) repay approximately $ 3 million principal amount of debt under the Term Loan B. We recognized a loss on extinguishment of debt of $ 10 million during the year ended December 31, 2020 in connection with these transactions which consisted of a redemption premium of $ 7 million and the write-off of unamortized debt issuance costs of $ 3 million. 84 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 On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “Exchangeable Notes”). The Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the Exchangeable Notes. 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: • during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the indenture, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the indenture governing the notes); • upon the occurrence of specified corporate events; or • on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the indenture governing the Exchangeable Notes), the holders of the Exchangeable Notes may require us to repurchase all or part of the principal amount of the Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. 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. The exchange rate is subject to anti-dilution and other adjustments. Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the Exchangeable Notes Indenture) occurs with respect to any Exchangeable Note and the exchange date for the exchange of such Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the Exchangeable Notes Indenture), then, subject to the provisions set forth in the Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes. 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. 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 %. 85 The following table sets forth the carrying value of the Exchangeable Notes as of December 31, 2022 (in thousands): Year Ended December 31, 2022 Year Ended December 31, 2021 Principal $ 333,220 $ 333,220 Less: Unamortized debt issuance costs 5,642 7,917 Net carrying value $ 327,578 $ 325,303 The following table sets forth interest expense recognized related to the Exchangeable Notes for year ended December 31, 2022 (in thousands): Year Ended December 31, 2022 Year Ended December 31, 2021 Contractual interest expense $ 13,329 $ 13,576 Amortization of issuance costs 2,275 2,209 Aggregate Maturities As of December 31, 2022, aggregate maturities of our long-term debt were as follows (in thousands): Amount Years Ending December 31, 2023 $ 23,480 2024 23,480 2025 1,981,700 2026 23,480 2027 1,558,360 Thereafter 1,228,626 Total $ 4,839,126 9. Derivatives Hedging Objectives—We are exposed to certain risks relating to ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on operational expenditures' exposure denominated in foreign currencies. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate foreign currency forward contracts as cash flow hedges on operational exposure and interest rate swaps as cash flow hedges of floating-rate borrowings. Cash Flow Hedging Strategy—To protect against the reduction in value of forecasted foreign currency cash flows, we hedge portions of our revenues and expenses denominated in foreign currencies with forward contracts. For example, when the dollar strengthens significantly against the foreign currencies, the decline in present value of future foreign currency expense is offset by losses in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expense is offset by gains in the fair value of the forward contracts. Due to the uncertainty driven by the COVID-19 pandemic on our foreign currency exposures, we have paused entering into new cash flow hedges of forecasted foreign currency cash flows until we have more clarity regarding the recovery trajectory and its impacts on net exposures. We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments, and the hedge components excluded from the assessment of effectiveness, are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items 86 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. We designated these instruments as cash flow hedges. 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, 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 Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 200 million 1 month SOFR (1) 1.71 % (3) April 30, 2022 December 31, 2023 $ 150 million 1 month SOFR (1) 2.79 % (4) June 30, 2022 December 31, 2023 $ 600 million 1 month LIBOR (2) 2.81 % December 31, 2020 December 31, 2021 $ 1,200 million 1 month LIBOR (2) 2.19 % December 31, 2019 December 31, 2020 ____________________ (1) Subject to a 0.5 % floor. (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 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 Gains (Losses) Recognized in OCI on Derivative, Effective Portion Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2022 2021 2020 Foreign exchange contracts $ — $ — $ ( 4,652 ) Interest rate swaps 5,658 ( 134 ) ( 15,869 ) Total $ 5,658 $ ( 134 ) $ ( 20,521 ) Amount of (Gains) Losses Reclassified from Accumulated OCI into Income, Effective Portion Year Ended December 31, Derivatives in Cash Flow Hedging Relationships Income Statement Location 2022 2021 2020 Foreign exchange contracts Cost of revenue, excluding technology costs $ — $ — $ 2,992 Interest rate swaps Interest expense, net ( 1,082 ) 12,805 14,898 Total $ ( 1,082 ) $ 12,805 $ 17,890 87 10. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis 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. 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): 88 Fair Value at Reporting Date Using Assets: December 31, 2022 Level 1 Level 2 Level 3 Derivatives (1) 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) See Note 9. Derivatives for further detail. Fair Value at Reporting Date Using Assets: 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 The carrying value of our financial instruments including cash and cash equivalents, restricted cash and accounts receivable approximates their fair values due to the short term nature of these instruments. The fair values of our Exchangeable Notes, senior secured notes due 2025 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of December 31, 2022 and 2021 (in thousands): Fair Value at December 31, Carrying Value (1) at December 31, Financial Instrument 2022 2021 2022 2021 Term Loan B $ — $ 1,767,432 $ — $ 1,803,318 2021 Term Loan B-1 362,872 397,458 397,147 401,036 2021 Term Loan B-2 578,042 633,171 629,832 635,416 2022 Term Loan B-1 567,974 — 614,139 — 2022 Term Loan B-2 623,235 — 640,899 — 9.25 % senior secured notes due 2025 774,128 877,916 775,000 775,000 7.375 % senior secured notes due 2025 813,539 886,423 850,000 850,000 4.00 % senior exchangeable notes due 2025 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. Assets that are Measured at Fair Value on a Nonrecurring Basis As described in Note 1. Summary of Business and Significant Accounting Policies, we assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances that would require us to perform a goodwill impairment test and we did not record any goodwill impairment charges for the year ended December 31, 2022. As we cannot predict the duration or scope of the COVID-19 pandemic, future impairments may occur and the negative financial impact to our consolidated financial statements and results of operations of potential future impairments cannot be reasonably estimated but could be material. See Note 4. Goodwill and Intangible Assets for additional information. 89 11. Leases 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): Year Ended December 31, 2022 2021 Operating lease cost $ 21,588 $ 28,932 Finance lease cost: Amortization of right-of-use assets $ — $ 1,076 Interest on lease liabilities — 34 Total finance lease cost $ — $ 1,110 The following table presents supplemental cash flow information related to leases (in thousands): Year Ended December 31, 2022 2021 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 20,508 $ 26,517 Operating cash flows used in finance leases — 34 Financing cash flows used in finance leases — 75 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 4,676 $ 296 The following table presents supplemental balance sheet information related to leases (in thousands): December 31, 2022 2021 Operating Leases Operating lease right-of-use assets $ 85,238 $ 99,587 Other accrued liabilities 17,160 21,106 Other noncurrent liabilities 68,068 79,368 Total operating lease liabilities $ 85,228 $ 100,474 Finance Leases Property and equipment 4,760 33,819 Accumulated depreciation ( 4,760 ) ( 33,819 ) Property and equipment, net $ — $ — The following table presents other supplemental information related to leases: December 31, 2022 2021 Weighted Average Remaining Lease Term (in years) Operating leases 7.5 7.9 Weighted Average Discount Rate Operating leases 5.7 % 5.5 % Sale and Leaseback Transaction 90 During the fourth quarter of 2020, we completed the sale of our two headquarters buildings for aggregate receipts, net of closing costs, of $ 69 million. Our carrying value for the buildings approximated the proceeds from the sale. Contemporaneously with the closing of the sale, we entered into two leases pursuant to which we leased back the properties for initial terms of 12 years and 18 months, respectively, with renewal options up to 10 years in certain circumstances. Both leases entered into as a result of the sale and leaseback transaction are classified as operating leases. In connection with these leases, lease liabilities representing the fair value of future lease payments of $ 46 million were recorded within the consolidated balance sheet as of December 31, 2020 and a non-cash net gain on sale of $ 10 million was recorded to Other, net, resulting in right-of-use assets of $ 56 million recorded within the consolidated balance sheet as of December 31, 2020. The net proceeds from the sale will be used for general operating purposes. Lease Commitments We lease certain facilities under long term operating leases. Collectively, we lease approximately 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 ten years . Some of our leases include options to extend for up to ten additional years; 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 2023 $ 17,935 2024 17,059 2025 12,171 2026 11,979 2027 9,019 Thereafter 40,363 Total 108,526 Imputed Interest ( 23,298 ) Total $ 85,228 12. Stock and Stockholders’ Equity Preferred Stock On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50 % Series A Mandatory Convertible Preferred Stock (the "Preferred Stock"), which generated net proceeds of approximately $ 323 million for use as general corporate purposes. 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; provided, however, that any undeclared and unpaid dividends will continue to accumulate. Dividends are payable when, as and if declared by our Board of Directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2020 and ending on, and including, September 1, 2023. Declared dividends on the Preferred Stock will be payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock. Subject to limited exceptions, no dividends may be declared or paid on shares of our common stock, unless all accumulated dividends have been paid or set aside for payment on all outstanding shares of our Preferred Stock for all past completed dividend periods. In the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Preferred Stock a liquidation preference equal to $ 100 per share plus accumulated and unpaid dividends. We recorded $ 21 million of accrued preferred stock dividends in our consolidated results of operations for the year ended December 31, 2022. During the year ended December 31, 2022, we paid cash dividends on our preferred stock of $ 21 million. 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 91 14.2857 , subject to customary anti-dilution adjustments. The number of shares of our common stock issuable upon conversion will be determined based on the average volume-weighted average price per share of our common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before September 1, 2023. The number of shares issued at conversion based on the unadjusted conversion rates will be between 39 million and 47 million shares. Holders of the Preferred Stock have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a “Make-Whole Fundamental Change” (as defined in the Certificate of Designations governing the Preferred Stock) will be settled at the minimum conversion rate of 11.9048 . If a Make-Whole Fundamental Change occurs, holders of the Preferred Stock will, in certain circumstances, be entitled to convert their shares at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments. The Preferred Stock is not redeemable at our election before the mandatory conversion date. The holders of the Preferred Stock do not have any voting rights, with limited exceptions. In the event that Preferred Stock dividends have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive, the holders of the Preferred Stock will have the right to elect two new directors until all accumulated and unpaid Preferred Stock dividends have been paid in full, at which time that right will terminate. Common Stock On August 24, 2020, we completed an offering of 41,071,429 shares of our common stock which generated net proceeds of approximately $ 275 million for use as general corporate purposes. 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. Share Repurchase Program In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the years ended December 31, 2022, 2021 and 2020 we did not repurchase any shares 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. Approximately $ 287 million remains authorized for repurchases under the Share Repurchase Program as of December 31, 2022. Exchangeable Notes On April 17, 2020, we issued $ 345 million aggregate principal amount of Exchangeable Notes. Under the terms of indenture, the Exchangeable Notes are exchangeable into our common stock under specified circumstances. 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. We elected to settle this conversion in shares of our common stock. As of December 31, 2022, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding. See Note 8. Debt for further details. We expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock. 13. Equity-Based Awards As of December 31, 2022, our outstanding equity-based compensation plans and agreements include 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 (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 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, 92 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. Options granted prior to fiscal year 2020 vested over a four-year period. Options granted are exercisable for up to 10 years. RSUs generally vest over a four year period with 25 % vesting annually. PSUs granted prior to 2020 generally vest over a four year period with 25 % vesting annually. During 2020, 2021, and 2022, we granted PSUs that vest over a three year period in equal annual installments, as well as PSUs that cliff vest at the end of one , two, or three years , depending on the terms of the grant. Vesting of PSUs is dependent upon the achievement of certain company-based performance measures. Stock-based compensation expense for all awards totaled $ 83 million, $ 121 million and $ 70 million for the years ended December 31, 2022, 2021 and 2020, respectively. The fair value of the stock options granted was estimated at the date of grant using the Black-Scholes option pricing model. For further details on these assumptions, see Note 1. Summary of Business and Significant Accounting Policies. 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 Exercise price $ 11.81 $ 8.24 Average risk-free interest rate 0.67 % 0.70 % Expected life (in years) 6.00 6.00 Expected volatility 54.95 % 36.41 % Dividend yield — % 5.11 % The following table summarizes the stock option award activities under our outstanding equity-based compensation plans and agreements for the year ended December 31, 2022: Weighted-Average Quantity Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2021 3,043,276 $ 13.27 7.2 $ 733 Exercised ( 750 ) 9.97 Forfeited ( 164,515 ) 9.02 Expired ( 242,455 ) 12.18 Outstanding at December 31, 2022 2,635,556 $ 13.64 5.2 $ — Vested and exercisable at December 31, 2022 2,136,776 $ 14.71 4.7 $ — ______________________ (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options awards and the closing price of our common stock of $ 6.18 and $ 8.59 on December 31, 2022 and 2021, respectively. If the aggregate intrinsic value is negative, it is assigned a nil value. The total intrinsic value of stock options exercised was immaterial for the years ended December 31, 2022, 2021, and 2020. 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: Quantity Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 10,235,557 $ 13.16 Granted 7,911,334 9.35 Vested ( 5,482,160 ) 12.65 Forfeited ( 1,954,656 ) 11.55 Unvested at December 31, 2022 10,710,075 $ 10.92 The total fair value of RSUs vested, as of their respective vesting dates, was $ 68 million, $ 62 million, and $ 52 million during the years ended December 31, 2022, 2021 and 2020, respectively. As of December 31, 2022, approximately $ 77 million in unrecognized compensation expense associated with RSUs will be recognized over a weighted average period of 1.8 years. 93 The following table summarizes the activities for our PSUs for the year ended December 31, 2022: Quantity Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 3,777,145 $ 11.42 Granted 1,995,109 9.87 Vested ( 1,221,793 ) 15.35 Forfeited ( 1,110,733 ) 13.55 Unvested at December 31, 2022 3,439,728 $ 12.14 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 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. As of December 31, 2022, unrecognized compensation expense associated with PSUs expected to vest totaled $ 15 million and $ 7 million for the annual measurement periods ending December 31, 2023 and 2024, respectively. 14. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Year Ended December 31, 2022 2021 2020 Numerator: Loss from continuing operations $ ( 432,099 ) $ ( 923,775 ) $ ( 1,283,927 ) Less: Net income attributable to non-controlling interests 2,670 2,162 1,200 Less: Preferred stock dividends 21,385 21,602 7,659 Net loss from continuing operations available to common stockholders, basic and diluted $ ( 456,154 ) $ ( 947,539 ) $ ( 1,292,786 ) Denominator: Basic weighted-average common shares outstanding 326,742 320,922 289,855 Diluted weighted-average common shares outstanding 326,742 320,922 289,855 Earnings per share from continuing operations: Basic $ ( 1.40 ) $ ( 2.95 ) $ ( 4.46 ) Diluted $ ( 1.40 ) $ ( 2.95 ) $ ( 4.46 ) Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-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, 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 resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being 94 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. 15. Pension and Other Postretirement Benefit Plans We sponsor the Sabre Inc. 401(k) Savings Plan (“401(k) Plan”), which is a tax qualified defined contribution plan that allows tax-deferred savings by eligible employees to provide funds for their retirement. We make a matching contribution equal to 100 % of each pre-tax dollar contributed by the participant on the first 6 % of eligible compensation. During 2020, we temporarily suspended our 401(k) match program for US-based employees in connection with our cost reduction efforts in response to market conditions as the result of the COVID-19 pandemic. We recognized expenses related to the 401(k) Plan of approximately $ 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. Legacy Pension Plan (“LPP”), which is a tax qualified defined benefit pension plan for employees meeting certain eligibility requirements. The LPP was amended to freeze pension benefit accruals as of December 31, 2005, and as a result, no additional pension benefits have been accrued since that date. In April 2008, we amended the LPP to add a lump sum optional form of payment which participants may elect when their plan benefits commence. The effect of the amendment was to decrease the projected benefit obligation by $ 34 million, which is being amortized over 23.5 years, representing the weighted average of the lump sum benefit period and the life expectancy of all plan participants. We also sponsor postretirement benefit plans for certain employees in Canada and other jurisdictions. The following tables provide a reconciliation of the changes in the LPP’s benefit obligations and fair value of assets during the years ended December 31, 2022 and 2021, and the unfunded status as of December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Change in benefit obligation: Benefit obligation at January 1 $ ( 417,959 ) $ ( 469,016 ) Interest cost ( 11,901 ) ( 11,822 ) Actuarial gain, net 97,123 22,387 Benefits paid 19,055 18,992 Lump sum settlement 15,919 21,500 Benefit obligation at December 31 $ ( 297,763 ) $ ( 417,959 ) Change in plan assets: Fair value of assets at January 1 $ 333,791 $ 345,253 Actual return on plan assets ( 84,243 ) 26,330 Employer contributions — 2,700 Benefits paid ( 19,055 ) ( 18,992 ) Lump sum settlement ( 15,919 ) ( 21,500 ) Fair value of assets at December 31 $ 214,574 $ 333,791 Unfunded status at December 31 $ ( 83,189 ) $ ( 84,168 ) 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 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): December 31, 2022 2021 Net actuarial loss $ ( 109,444 ) $ ( 115,772 ) Prior service credit 6,234 7,666 Pension settlement 28,241 21,534 Accumulated other comprehensive loss $ ( 74,969 ) $ ( 86,572 ) 95 The following table provides the components of net periodic benefit costs associated with the LPP and the principal assumptions used in the measurement of the LPP benefit obligations and net benefit costs for the three years ended December 31, 2022, 2021 and 2020 (in thousands): Year Ended December 31, 2022 2021 2020 Interest cost (1) $ 11,901 $ 11,822 $ 14,675 Expected return on plan assets (1) ( 14,131 ) ( 14,334 ) ( 15,420 ) Amortization of prior service credit (1) ( 1,433 ) ( 1,432 ) ( 1,432 ) Amortization of actuarial loss (1) 6,484 7,985 8,622 Net periodic benefit $ 2,821 $ 4,041 $ 6,445 Settlement charge (1) 6,707 7,529 18,071 Net cost $ 9,528 $ 11,570 $ 24,516 Weighted-average discount rate used to measure benefit obligations 5.72 % 2.97 % 2.60 % Weighted average assumptions used to determine net benefit cost: Discount rate (2) 2.97 % 2.60 % 3.53 % Expected return on plan assets 5.00 % 5.00 % 5.00 % ________________________________ (1) Included in Other, net on our consolidated statement of operations. (2) Discount rates are as of January 1 of the respective years. Due to settlements during the year additional discount rates assumed are as follows: August 31, 2020: 2.76 %, June 30, 2021: 2.89 %, September 30, 2021: 2.96 %, December 31, 2022: 5.72 %. 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 Loss 2022 2021 2020 Net actuarial (gain) loss $ ( 354 ) $ ( 37,258 ) $ 15,225 Pension settlement ( 6,707 ) ( 7,529 ) ( 18,071 ) Amortization of actuarial loss ( 6,484 ) ( 7,985 ) ( 8,611 ) Amortization of prior service credit 1,433 1,432 1,432 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 Our overall investment strategy for the LPP is to provide and maintain sufficient assets to meet pension obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact. Diversification is provided by using an asset allocation primarily between equity and debt securities in proportions expected to provide opportunities for reasonable long term returns with acceptable levels of investment risk. Fair values of the applicable assets are determined as follows: Mutual Fund —The fair value of our mutual funds are estimated by using market quotes as of the last day of the period. Common Collective Trusts —The fair value of our common collective trusts are estimated by using market quotes as of the last day of the period, quoted prices for similar securities and quoted prices in non-active markets. Real Estate —The fair value of our real estate funds are derived from the fair value of the underlying real estate assets held by the funds. These assets are initially valued at cost and are reviewed periodically utilizing available market data to determine if the assets held should be adjusted. The basis for the selected target asset allocation included consideration of the demographic profile of plan participants, expected future benefit obligations and payments, projected funded status of the plan and other factors. The target allocations for LPP assets are 40 % global equities, 15 % real estate assets, 15 % diversified credit and 28 % liability hedging assets, and 2 % cash. It is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal. As 96 defined in Note 10. Fair Value Measurements, the following tables present the fair value of the LPP assets as of December 31, 2022 and 2021: Fair Value Measurements at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common collective trusts: Foreign equity securities $ — $ 176,163 $ — $ 176,163 U.S. equity securities — 26,177 — 26,177 Money market mutual fund 4,944 — — 4,944 Limited partnership interest: Real estate — — 7,291 7,291 Total assets at fair value $ 4,944 $ 202,340 $ 7,291 $ 214,575 Fair Value Measurements at December 31, 2021 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common collective trusts: Foreign equity securities $ — $ 269,860 $ — $ 269,860 U.S. equity securities — 54,944 — 54,944 Money market mutual fund 1,104 — — 1,104 Limited partnership interest: Real estate — — 7,883 7,883 Total assets at fair value $ 1,104 $ 324,804 $ 7,883 $ 333,791 The following table provides a rollforward of plan assets valued using significant unobservable inputs (level 3), in thousands: Real Estate Ending balance at December 31, 2020 $ 8,735 Net distributions ( 235 ) Redemptions ( 977 ) Advisory fee ( 83 ) Net investment income 330 Unrealized loss 89 Net realized loss 24 Ending balance at December 31, 2021 $ 7,883 Net distributions ( 193 ) Redemptions ( 1,835 ) Advisory fee ( 76 ) Net investment income 282 Unrealized gain 1,224 Net realized gain 6 Ending balance at December 31, 2022 $ 7,291 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. Our funding practice is to contribute the minimum required contribution as defined by law while also maintaining an 80 % funded status as defined by the Pension Protection Act of 2006. Thus, past contributions are not always indicative of future contributions. 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. We do not anticipate the return of any plan assets to us in 2023. 97 We expect the LPP to make the following estimated future benefit payments (in thousands): Amount 2023 $ 24,917 2024 26,076 2025 29,161 2026 27,740 2027 29,173 2028-2032 129,995 16. Commitments and Contingencies Purchase Commitments In the ordinary course of business, we make various commitments in connection with the purchase of goods and services from specific suppliers. We have outstanding commitments of approximately $ 2.9 billion. These purchase commitments extend through 2030. Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Antitrust Litigation and Investigations US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. The claims that were not dismissed 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. Sabre filed summary judgment motions in April 2014. In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief by which US Airways sought to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017. 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. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs. Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $ 15 million, which is three times the jury’s award of $ 5 million as required by the Sherman Act. As a result of the jury's verdict, US Airways was also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion seeking approximately $ 125 million in attorneys’ fees and costs, the amount of which we strongly disputed. In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, without prejudice. In the fourth quarter of 2016, we accrued a loss of $ 32 million, which represented the court's final judgment of $ 15 million, plus our estimate of $ 17 million for US Airways' reasonable attorneys’ fees, expenses and costs. In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders dismissing and/or issuing summary judgment as to portions of its claims and damages. In connection with this appeal, we posted an appellate bond equal to the aggregate amount of the $ 15 million judgment entered plus interest, which stayed the judgment pending the appeal. The Second Circuit heard oral arguments on this matter in December 2018. 98 In September 2019, the Second Circuit issued its Order and Opinion. The Second Circuit vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial. In addition, the Second Circuit affirmed the trial court’s ruling limiting US Airways’ damages. The judgment in our favor on US Airways' conspiracy claim 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 We are currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999, and later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue further tax assessments on a similar basis for subsequent years; however, the tax assessments for assessment years ending March 2007 and later are no longer material. We appealed the tax assessments for assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in our favor on June 19, 2009 and July 10, 2009, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our favor on July 19, 2010. The DIT has appealed the decision to the Supreme Court of India and our case is currently pending before that court. We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 with the ITAT and no trial date has been set for these subsequent years. In addition, Sabre Asia Pacific Pte Ltd ("SAPPL") is currently a defendant in similar income tax litigation brought by the DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court; the 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. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings 99 We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we 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. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. 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. 17. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our President, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. 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 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. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our GDS. Segment information for the years ended December 31, 2022, 2021 and 2020 is as follows (in thousands): 100 Year Ended December 31, 2022 2021 2020 Revenue Travel Solutions $ 2,311,275 $ 1,503,539 $ 1,176,694 Hospitality Solutions 254,620 202,628 174,628 Eliminations ( 28,880 ) ( 17,292 ) ( 17,222 ) Total revenue $ 2,537,015 $ 1,688,875 $ 1,334,100 Adjusted Operating Income (Loss) (a) Travel Solutions $ 213,290 $ ( 222,679 ) $ ( 523,122 ) Hospitality Solutions ( 51,579 ) ( 39,806 ) ( 63,915 ) Corporate ( 229,753 ) ( 196,832 ) ( 158,237 ) Total $ ( 68,042 ) $ ( 459,317 ) $ ( 745,274 ) Depreciation and amortization Travel Solutions $ 110,513 $ 170,673 $ 250,540 Hospitality Solutions 21,785 26,354 42,789 Total segments 132,298 197,027 293,329 Corporate 52,335 65,158 70,414 Total $ 184,633 $ 262,185 $ 363,743 Capital Expenditures Travel Solutions $ 40,396 $ 25,128 $ 23,481 Hospitality Solutions 6,011 224 3,177 Total segments 46,407 25,352 26,658 Corporate 23,087 28,950 38,762 Total $ 69,494 $ 54,302 $ 65,420 (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 $ ( 261,060 ) $ ( 665,487 ) $ ( 988,039 ) Add back: Equity method income (loss) 686 ( 264 ) ( 2,528 ) Impairment and related charges (1) 5,146 — 8,684 Acquisition-related amortization (2) 51,254 64,144 65,998 Restructuring and other costs (3) 14,500 ( 7,608 ) 85,797 Acquisition-related costs (4) 6,854 6,744 16,787 Litigation costs, net (5) 31,706 22,262 ( 1,919 ) Stock-based compensation 82,872 120,892 69,946 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 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. See Note 3. 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. See Note 16. Commitments and Contingencies to our consolidated financial statements. 101 A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. Transaction-based revenue accounted for approximately 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. Distribution revenue for the Travel Solutions business is attributed to countries based on the location of the travel supplier and IT Solutions revenue is based on the location of the customer. For Hospitality Solutions, revenue is attributed to countries based on the location of the customer. The majority of our revenues and long-lived assets are derived from the United States, Europe, and Asia-Pacific ("APAC") as follows (in thousands): Year Ended December 31, 2022 2021 2020 Revenue: United States $ 958,927 $ 734,568 $ 636,854 Europe 627,772 341,862 287,421 APAC 335,056 184,075 151,206 All Other 615,260 428,370 258,619 Total $ 2,537,015 $ 1,688,875 $ 1,334,100 As of December 31, 2022 2021 Long-lived assets United States $ 266,752 $ 293,610 Europe 28,349 33,963 APAC 9,184 10,844 All Other 10,372 10,983 Total $ 314,657 $ 349,400 18. 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. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.