What changed in this filing

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Item 1. Financial Statements

2023-11-02 compared with 2023-08-03 · 183 added, 168 removed, 711 unchanged (33% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

3 unchanged sentences

Selling, general and administrative 150,736 172,359 494,227 516,345

Operating loss ( 42,183 ) ( 70,193 ) ( 42,396 ) ( 149,725 )

Other (expense) income:

Operating income (loss) 52,201 ( 56,535 ) 9,805 ( 206,260 )

Other expense:

Interest expense, net ( 119,372 ) ( 77,120 ) ( 325,290 ) ( 205,062 )

Gain (loss) on extinguishment of debt 12,543 — 12,543 ( 3,533 )

Loss on extinguishment of debt, net ( 121,120 ) — ( 108,577 ) ( 3,533 )

Equity method income 512 199 1,394 215

Other, net ( 11,548 ) ( 7,687 ) 8,084 139,617

Total other (expense) income, net ( 75,907 ) ( 110,635 ) ( 172,861 ) 15,845

Total other expense, net ( 251,528 ) ( 84,608 ) ( 424,389 ) ( 68,763 )

Loss from continuing operations before income taxes ( 199,327 ) ( 141,143 ) ( 414,584 ) ( 275,023 )

Provision for income taxes 5,909 5,390 8,108 4,794

Provision (benefit) for income taxes 8,462 ( 6,989 ) 16,570 ( 2,195 )

Loss from continuing operations ( 207,789 ) ( 134,154 ) ( 431,154 ) ( 272,828 )

Income (loss) from discontinued operations, net of tax 2 ( 284 ) ( 401 ) ( 150 )

Loss from discontinued operations, net of tax ( 116 ) ( 446 ) ( 517 ) ( 596 )

Net loss ( 207,905 ) ( 134,600 ) ( 431,671 ) ( 273,424 )

Net (loss) income attributable to noncontrolling interests ( 66 ) 885 ( 901 ) 1,157

Net income (loss) attributable to noncontrolling interests 379 776 ( 522 ) 1,933

Net loss attributable to Sabre Corporation ( 208,284 ) ( 135,376 ) ( 431,149 ) ( 275,357 )

14 unchanged sentences

(In thousands)

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

4 unchanged sentences

Net actuarial gain, net of taxes of $ — , $ 52 , $ — , $ 52

90 263 90 1,934

Amortization of prior service credits, net of taxes of $ — , $ — , $ — , $ —

3 unchanged sentences

Net change in retirement-related benefit plans, net of tax 307 1,903 742 6,850

Unrealized gains (losses), net of taxes of $ — , $ — , $ — , $ —

Unrealized gains, net of taxes of $ — , $ — , $ — , $ —

3,703 4,422 4,588 4,405

2 unchanged sentences

Net change in derivatives, net of tax 1,646 4,381 115 4,608

Share of other comprehensive (loss) income of equity method investments ( 36 ) ( 200 ) ( 338 ) 455

Other comprehensive income 1,172 1,878 2,423 4,342

Share of other comprehensive loss of equity method investments ( 45 ) ( 564 ) ( 382 ) ( 110 )

Other comprehensive (loss) income ( 1,181 ) ( 1,295 ) 1,244 3,047

Comprehensive loss ( 209,086 ) ( 135,895 ) ( 430,427 ) ( 270,377 )

Comprehensive loss (income) attributable to noncontrolling interests 66 ( 885 ) 901 ( 1,157 )

Comprehensive (income) loss attributable to noncontrolling interests ( 379 ) ( 776 ) 522 ( 1,933 )

Comprehensive loss attributable to Sabre Corporation $ ( 209,465 ) $ ( 136,671 ) $ ( 429,905 ) $ ( 272,310 )

3 unchanged sentences

(In thousands)

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Current assets

31 unchanged sentences

Stockholders’ deficit

Preferred stock, $ 0.01 par value, 225,000 authorized, 3,290 issued and outstanding as of June 30, 2023 and December 31, 2022;

aggregate liquidation value of $ 329,000 as of June 30, 2023 and December 31, 2022

Preferred stock, $ 0.01 par value, 225,000 authorized, — and 3,290 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively;

aggregate liquidation value of — and $ 329,000 as of September 30, 2023 and December 31, 2022, respectively

Common Stock:

1 unchanged sentence

1,000,000 authorized shares;

358,563 and 353,436 shares issued, 332,297 and 328,542 shares outstanding at June 30, 2023 and December 31, 2022, respectively

405,781 and 353,436 shares issued, 379,458 and 328,542 shares outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital 3,237,529 3,198,580

Treasury Stock, at cost, 26,267 and 24,895 shares at June 30, 2023 and December 31, 2022, respectively

Treasury Stock, at cost, 26,323 and 24,895 shares at September 30, 2023 and December 31, 2022, respectively

( 520,041 ) ( 514,215 )

8 unchanged sentences

(In thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities

2 unchanged sentences

Depreciation and amortization 113,871 142,693

Loss on extinguishment of debt, net 108,577 3,533

Stock-based compensation expense 38,837 70,081

Deferred income taxes ( 18,734 ) ( 8,600 )

Paid-in-kind interest 26,386 —

Amortization of upfront incentive consideration 26,300 34,277

(Gain) loss on extinguishment of debt ( 12,543 ) 3,533

Amortization of debt discount and issuance costs 16,531 11,236

Loss on investment fair value adjustment 10,000 34,720

Provision for expected credit losses 7,421 550

(Gain) loss on investment fair value adjustment ( 3,840 ) 29,520

Other ( 4,714 ) 247

Deferred income taxes ( 2,402 ) ( 18,869 )

Dividends received from equity method investments 1,514 533

1 unchanged sentence

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

Impairment and related charges — 5,146

Debt modification costs — 4,905

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

Changes in operating assets and liabilities:

18 unchanged sentences

Proceeds from borrowings under AR Facility 208,600 —

Payments on borrowings under AR Facility ( 48,600 ) —

Debt prepayment fees and issuance costs ( 158,982 ) ( 23,751 )

Proceeds from sale of redeemable shares in subsidiary 16,000 —

Payments on borrowings under AR Facility ( 78,600 ) —

Dividends paid on preferred stock ( 16,039 ) ( 16,039 )

Proceeds from sale of redeemable shares in subsidiary 16,000 —

Net payment on the settlement of equity-based awards ( 5,451 ) ( 15,857 )

Other financing activities 4,200 397

Cash provided by (used in) financing activities 70,360 ( 40,408 )

Cash used in financing activities ( 72,518 ) ( 61,646 )

Cash Flows from Discontinued Operations

Cash provided by (used in) operating activities 80 ( 2,698 )

Cash provided by (used in) discontinued operations 80 ( 2,698 )

Cash used in operating activities ( 148 ) ( 3,231 )

Cash used in discontinued operations ( 148 ) ( 3,231 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 205 ) ( 2,197 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 88,739 ) 13,828

Decrease in cash, cash equivalents and restricted cash ( 193,283 ) ( 195,593 )

Cash, cash equivalents and restricted cash at beginning of period 815,923 999,391

27 unchanged sentences

Balance at June 30, 2023 3,290,000 $ 33 358,563,492 $ 3,586 $ 3,224,318 26,266,613 $ ( 519,765 ) $ ( 3,740,086 ) $ ( 63,307 ) $ 11,565 $ ( 1,083,656 )

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

Comprehensive loss — — — — — — — ( 208,284 ) ( 1,180 ) 654 ( 208,810 )

Preferred stock dividends (1)

— — — — — — — ( 3,564 ) — — ( 3,564 )

Conversion of preferred stock to common stock ( 3,290,000 ) ( 33 ) 46,999,367 470 ( 437 ) — — — — —

Settlement of stock-based awards — — 218,153 2 380 56,251 ( 276 ) — — — 106

Stock-based compensation expense — — — — 13,094 — — — — — 13,094

Other — — — — 174 — — — — — 174

Balance at September 30, 2023 — $ — 405,781,012 $ 4,058 $ 3,237,529 26,322,864 $ ( 520,041 ) $ ( 3,951,934 ) $ ( 64,487 ) $ 12,219 $ ( 1,282,656 )

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

Stockholders’ Equity (Deficit)

22 unchanged sentences

Balance at June 30, 2022 3,290,000 $ 33 352,943,330 $ 3,529 $ 3,169,441 24,784,524 $ ( 513,462 ) $ ( 3,200,369 ) $ ( 75,945 ) $ 10,191 $ ( 606,582 )

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

Comprehensive loss — — — — — — — ( 135,376 ) ( 1,295 ) 776 ( 135,895 )

Preferred stock dividends (1)

— — — — — — — ( 5,346 ) — — ( 5,346 )

Settlement of stock-based awards — — 260,577 3 — 92,784 ( 526 ) — — — ( 523 )

Stock-based compensation expense — — — — 16,349 — — — — — 16,349

Other — — — — — — — — — 1 1

Balance at September 30, 2022 3,290,000 $ 33 353,203,907 $ 3,532 $ 3,185,790 24,877,308 $ ( 513,988 ) $ ( 3,341,091 ) $ ( 77,240 ) $ 10,968 $ ( 731,996 )

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

See Notes to Consolidated Financial Statements.

9 unchanged sentences

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.

Recent Events— The travel ecosystem has shifted over the past few years, including through the COVID-19 pandemic, resulting in the changing needs of our airline, hotel and agency customers.

These effects have resulted in continued material headwinds for our consolidated financial results in 2022 and through the second quarter of 2023.

Despite continued impacts on our business and global travel volumes, as travel restrictions have been relaxed and travel patterns return, we have seen gradual improvement in our key volume metrics during 2022 and through the second quarter of 2023.

With the continued increase in volumes, our incentive consideration costs are also increasing significantly compared to previous periods.

We believe our cash position and the liquidity measures we have taken will continue to provide flexibility as we manage through the global economic recovery.

As a result, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months;

however, given the magnitude of travel decline and the unknown duration of the impact on our business, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information.

1 unchanged sentence

In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated.

Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2023.

Operating results for the three and nine months ended September 30, 2023 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2023.

The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 17, 2023.

10 unchanged sentences

Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 17, 2023.

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 the impacts could be material on our cancellation reserves, credit loss provisions and results of operations.

Adoption of New Accounting Standards

12 unchanged sentences

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 June 30, 2023 and December 31, 2022 (in thousands).

Account Consolidated Balance Sheet Location June 30, 2023 December 31, 2022

The following table presents our assets and liabilities with customers as of September 30, 2023 and December 31, 2022 (in thousands).

Account Consolidated Balance Sheet Location September 30, 2023 December 31, 2022

Contract assets and customer advances and discounts (1)

4 unchanged sentences

______________________

(1) Includes contract assets of $ 12 million for June 30, 2023 and December 31, 2022.

During the six months ended June 30, 2023, we recognized revenue of approximately $ 21 million from contract liabilities that existed as of January 1, 2023.

(1) Includes contract assets of $ 12 million for September 30, 2023 and December 31, 2022.

During the nine months ended September 30, 2023, we recognized revenue of approximately $ 24 million from contract liabilities that existed as of January 1, 2023.

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.

2 unchanged sentences

The following table presents our revenues disaggregated by business (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

8 unchanged sentences

We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained.

For the six months ended June 30, 2023, there was no impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period.

Our air booking cancellation reserve totaled $ 12 million and $ 11 million as of June 30, 2023, and December 31, 2022, respectively.

For the nine months ended September 30, 2023, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is $ 13 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.

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

Our air booking cancellation reserve totaled $ 11 million as of September 30, 2023, and December 31, 2022, respectively.

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.

3 unchanged sentences

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 was recorded to Other, net within our results of operations.

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 was recorded to Other, net within our

results of operations.

Conferma is part of our Travel Solutions segment.

8 unchanged sentences

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) in Other, net in our consolidated statements of operations for the six months ended June 30, 2022, which includes a decrease recorded in the second quarter of 2022 of $ 12 million due to contingencies identified in connection with the sale.

We recorded a pre-tax gain on sale of approximately $ 180 million (after-tax $ 112 million) in Other, net in our consolidated statements of operations for the nine months ended September 30, 2022.

Redeemable Noncontrolling Interest

On February 1, 2023, Sabre sold common shares, representing a 19 % interest in Conferma’s direct parent, to a third party for cash consideration of $ 16 million.

On February 1, 2023, we sold common shares of a subsidiary, representing a 19 % interest in Conferma’s direct parent, to a third party for cash consideration of $ 16 million.

In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19 % interest, if requested, for the original purchase price of $ 16 million.

2 unchanged sentences

The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest.

As of June 30, 2023, the redeemable noncontrolling interest is $ 15 million.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended June 30, 2023 (in thousands):

Six Months Ended

June 30, 2023

As of September 30, 2023, the redeemable noncontrolling interest is $ 15 million.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended September 30, 2023 (in thousands):

Nine Months Ended

September 30, 2023

Proceeds from sale of redeemable noncontrolling interest $ 16,000

4 unchanged sentences

As a result of this cost reduction plan, we incurred restructuring costs beginning in the second quarter of 2023 associated with our workforce.

This cost reduction plan will continue to be implemented over the remainder of 2023 and may result in additional restructuring charges as we continue to evaluate third-party costs including our geographic and real estate footprints.

During the three and six months ended June 30, 2023, we incurred $ 56 million in connection with this business plan, of which $ 12 million is recorded within cost of revenue, excluding technology costs, $ 21 million is recorded within technology costs and $ 23 million is recorded within selling, general and administrative costs within our consolidated statement of operations .

A substantial portion of these costs represent future cash expenditures for the payment of severance and related benefits costs.

This cost reduction plan will continue to be implemented over the remainder of 2023 and may result in additional restructuring charges as we continue to evaluate third-party costs.

During the nine months ended September 30, 2023, we incurred $ 56 million in connection with this business plan, of which $ 12 million is recorded within cost of revenue, excluding technology costs, $ 21 million is recorded within technology costs and $ 23 million is recorded within selling, general and administrative costs within our consolidated statement of operations .

A portion of these costs represent future cash expenditures for the payment of severance and related benefits costs.

Costs associated with our cost reduction plan are expected to be approximately $ 70 million for the year, with the majority of disbursements occurring in 2023.

The following table summarizes the accrued liability related to severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheets, related to this cost reduction plan (in thousands):

Six Months Ended

June 30, 2023

Nine Months Ended

September 30, 2023

Balance as of January 1, 2023 $ —

1 unchanged sentence

Cash Payments ( 40,783 )

Balance as of June 30, 2023 $ 33,957

For the six months ended June 30, 2023, we recognized an $ 8 million income tax expense, representing an effective tax rate of less than 1 %, compared to an income tax expense of $ 5 million, representing an effective tax rate of less than 1 % for the six months ended June 30, 2022.

The effective tax rate remained relatively flat for the six months ended June 30, 2023 as compared to the same period in 2022 primarily due to an increase in valuation allowance recorded in the current period and various discrete items recorded in each of the respective six month periods.

Balance as of September 30, 2023 $ 15,615

For the nine months ended September 30, 2023, we recognized $ 17 million of income tax expense, representing an effective tax rate of less than 1 %, compared to an income tax benefit of $ 2 million, representing an effective tax rate of less than 1 % for the nine months ended September 30, 2022.

The effective tax rate decreased for the nine months ended September 30, 2023 as compared to the same period in 2022 primarily due to an increase in valuation allowance recorded in the current period and various discrete items recorded in each of the respective nine month periods.

The difference between our effective tax rates and the U.S.

5 unchanged sentences

and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets.

On the basis of this evaluation, as of June 30, 2023, a cumulative valuation allowance of $ 515 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

On the basis of this evaluation, as of September 30, 2023, a cumulative valuation allowance of $ 572 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased.

2 unchanged sentences

When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate.

Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $ 69 million and $ 76 million as of June 30, 2023 and December 31, 2022, respectively.

Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $ 65 million and $ 76 million as of September 30, 2023 and December 31, 2022, respectively.

Credit Losses

8 unchanged sentences

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 six months ended June 30, 2023 for our portfolio segment is summarized as follows (in thousands):

Six Months Ended

June 30, 2023

Our allowance for credit losses for the nine months ended September 30, 2023 for our portfolio segment is summarized as follows (in thousands):

Nine Months Ended

September 30, 2023

Balance at December 31, 2022 $ 38,815

1 unchanged sentence

Write-offs ( 6,716 )

Balance at June 30, 2023 $ 42,458

Our provision for expected credit losses for the six months ended June 30, 2023 increased $ 8 million from an immaterial provision in the same period in the prior year.

Balance at September 30, 2023 $ 39,521

Our provision for expected credit losses for the nine months ended September 30, 2023 increased $ 7 million from an immaterial provision in the same period in the prior year.

Given the uncertainties surrounding the travel industry and the global economic recovery, we cannot provide assurance that the assumptions used in our estimates will be accurate and actual write-offs may vary from our estimates.

As of June 30, 2023 and December 31, 2022, our outstanding debt included in our consolidated balance sheets totaled $ 4,802 million and $ 4,741 million, respectively, which are net of debt issuance costs of $ 57 million and $ 44 million, respectively, and unamortized discounts of $ 71 million and $ 54 million, respectively.

The following table sets forth the face values of our outstanding debt as of June 30, 2023 and December 31, 2022 (in thousands):

Rate Maturity June 30, 2023 December 31, 2022

As of September 30, 2023 and December 31, 2022, our outstanding debt included in our consolidated balance sheets totaled $ 4,821 million and $ 4,741 million, respectively, which are net of debt issuance costs of $ 66 million and $ 44 million, respectively, and unamortized discounts of $ 68 million and $ 54 million, respectively.

The following table sets forth the face values of our outstanding debt as of September 30, 2023 and December 31, 2022 (in thousands):

Rate Maturity September 30, 2023 December 31, 2022

Senior secured credit facilities:

20 unchanged sentences

8.625 % senior secured notes due 2027

8.625 % June 2027 852,987 —

11.25 % senior secured notes due 2027

11.25 % December 2027 555,000 555,000

8 unchanged sentences

(4) At our election, if interest is paid in cash the spread is 0.25 % per annum, and in the case of interest paid-in-kind the spread is 1.75 %.

We had outstanding letters of credit totaling $ 13 million and $ 12 million as of June 30, 2023 and December 31, 2022, respectively, which were secured by a $ 21 million cash collateral deposit account.

We had outstanding letters of credit totaling $ 12 million as of September 30, 2023 and December 31, 2022, which were secured by a $ 21 million cash collateral deposit account.

Senior Secured Credit Facilities

12 unchanged sentences

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 six months ended June 30, 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.

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.

1 unchanged sentence

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.

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.

8 unchanged sentences

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 June 30, 2023, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

As of September 30, 2023, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Senior Secured Term Loan Due 2028

7 unchanged sentences

We incurred additional fees of $ 15 million, plus $ 10 million of accrued and unpaid interest on the 9.25 % Senior Secured Notes, which were funded with cash on hand.

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the six months ended June 30, 2023 of $ 14 million.

As of June 30, 2023, we are in compliance with the covenants under the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the nine months ended September 30, 2023 of $ 13 million.

As of September 30, 2023, we are in compliance with the covenants under the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

The Senior Secured Term Loan Due 2028 matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows (i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023 Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25 % of the applicable interest margin assuming all interest is payable-in-kind.

5 unchanged sentences

We have currently elected interest to be payable-in-kind.

Interest on the Senior Secured Term Loan Due 2028 is accrued and payable or capitalized to principal if not elected to be paid in cash, commencing on June 13, 2023, and ending on the date three months thereafter and each successive three-month anniversary thereof on September 13, December 13, March 13, and June 13 of each year.

We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 26 million during the three and nine months ended September 30, 2023.

Sabre FB’s obligations under the Senior Secured Term Loan Due 2028 are required to be guaranteed by certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”).

The 2023 Term Loan Agreement requires that we maintain

cash balances of at least $ 100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable Foreign Guarantors meet certain minimum levels.

The 2023 Term Loan Agreement requires that we maintain cash balances of at least $ 100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable Foreign Guarantors meet certain minimum levels.

The 2023 Term Loan Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions.

In addition, the 2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement.

As of June 30, 2023, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement.

In addition, the

2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement.

As of September 30, 2023, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement.

Senior Secured Notes

6 unchanged sentences

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

On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $ 787 million of our 7.375 % senior secured notes due 2025 and approximately $ 66 million of our 9.25 % senior secured notes due 2025 were exchanged for a combination of cash and approximately $ 853 million aggregate principal amount of 8.625 % senior secured notes due 2027 (the “June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”).

The June 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the Senior Secured Credit Facilities and the Secured Term Loan Due 2028.

The June 2027 Notes bear interest at a rate of 8.625 % per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning March 1, 2024.

The June 2027 Notes mature on June 1, 2027.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged.

We incurred additional fees of approximately $ 133 million, primarily consisting of approximately $ 115 million in exchange fees, $ 15 million in underwriting and associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand.

We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the three and nine months ended September 30, 2023, of $ 121 million, consisting of $ 115 million in exchange fees related to the June 2027 Notes and $ 6 million related to the write-off of unamortized debt issuance costs on the 9.25 % senior secured notes and 7.375 % senior secured notes.

On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary 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.

On March 30, 2023, we borrowed $ 115 million under the AR Facility.

As of June 30, 2023, we had $ 130 million outstanding under the AR Facility.

As of September 30, 2023, we had $ 130 million outstanding under the AR Facility.

These proceeds are being used for general corporat e p urposes.

9 unchanged sentences

Under the terms of the AR Facility, the lenders under the AR Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the AR Facility.

As of June 30, 2023 , $ 471 million of Receivables are held as assets by Sabre Securitization, consisting of $ 456 million of accounts receivable and $ 15 million of other as sets, net in our conso lidated balance sheet.

As of September 30, 2023 , $ 389 million of Receivables are held as assets by Sabre Securitization, consisting of $ 379 million of accounts receivable and $ 10 million of other as sets, net in our conso lidated balance sheet.

The AR Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets;

2 unchanged sentences

The AR Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults.

As of June 30, 2023 , we were in compliance with and expect to be in compliance with the financial covenants of the AR Facility for at least the next twelve months.

As of September 30, 2023 , we were in compliance with and expect to be in compliance with the financial covenants of the AR Facility for at least the next twelve months.

Exchangeable Notes

1 unchanged sentence

The Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the Exchangeable Notes.

During the year ended December 31, 2021, a certain holder elected to exchange $ 10 million of the Exchangeable Notes

for 1,269,497 shares of common stock, which we elected to settle in shares of our common stock.

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 June 30, 2023 , we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

As of September 30, 2023 , we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

Under the terms of indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as “ our common stock” herein) at the following times or circumstances:

5 unchanged sentences

With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the indenture governing the Exchangeable Notes), the holders of the Exchangeable Notes may require us to repurchase all or part of the principal amount of the Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.

As of June 30, 2023, none of the conditions allowing holders of the Exchangeable Notes to exchange have been met.

As of September 30, 2023, 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.

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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.

The following table sets forth the carrying value of the Exchangeable Notes as of June 30, 2023 and December 31, 2022, (in thousands):

June 30, 2023 December 31, 2022

The following table sets forth the carrying value of the Exchangeable Notes as of September 30, 2023 and December 31, 2022, (in thousands):

September 30, 2023 December 31, 2022

Principal $ 333,220 $ 333,220

1 unchanged sentence

Net carrying value $ 329,357 $ 327,578

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and six months ended June 30, 2023 and 2022 (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and nine months ended September 30, 2023 and 2022 (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

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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.

The primary risk managed by using derivative instruments is interest rate risk.

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.

As of June 30, 2023 and December 31, 2022, we had no unsettled forward contracts.

We enter into interest rate swap agreements to manage interest rate risk exposure.

In accordance with authoritative guidance on accounting for derivatives and hedging, we designate interest rate swaps as cash flow hedges of floating-rate borrowings.

Cash Flow Hedging Strategy —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.

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 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.

As of September 30, 2023, we did not have any hedge components excluded from the assessment of effectiveness.

Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows.

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

Interest Rate Swap Contracts — Interest rate swaps outstanding during the six months ended June 30, 2023 and 2022, are as follows:

Interest Rate Swap Contracts — Interest rate swaps outstanding during the nine months ended September 30, 2023 and 2022, are as follows:

Notional Amount Interest Rate

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In February 2023, we entered into a forward-starting interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-1 for the year ended 2024.

In June 2023, we entered into an interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-2 for the years 2023 through 2026.

In June 2023, we entered into an interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term Loan B-2 for the periods through June 2026.

We designated these swaps as cash flow hedges.

The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2023 and December 31, 2022 are as follows (in thousands):

The estimated fair values of our derivatives designated as hedging instruments as of September 30, 2023 and December 31, 2022 are as follows (in thousands):

Derivative Assets

Fair Value as of

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2023 December 31, 2022

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location September 30, 2023 December 31, 2022

Interest rate swaps Prepaid expenses and other current assets

$ 6,235 $ 4,905

Interest rate swaps Other assets, net 645 —

Interest rate swaps Other noncurrent liabilities ( 2,149 ) ( 168 )

Total $ 4,731 $ 4,737

The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2023 and 2022 are as follows (in thousands):

Amount of Gains (Losses) Recognized in OCI on Derivative,

The effects of derivative instruments, net of taxes, on OCI for the three and nine months ended September 30, 2023 and 2022 are as follows (in thousands):

Amount of Gains Recognized in OCI on Derivative,

Effective Portion

Derivatives in Cash Flow Hedging Relationships Three Months Ended June 30, Six Months Ended June 30,

Derivatives in Cash Flow Hedging Relationships Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

2 unchanged sentences

Amount of (Gains) Losses Reclassified from Accumulated OCI into Income, Effective Portion

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended June 30, Six Months Ended June 30,

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

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(“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 June 30, 2023, we continued to own these 8 million shares.

As of September 30, 2023, 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 June 30, 2023 and December 31, 2022 (in thousands):

The following tables present our assets that are required to be measured at fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands):

Fair Value at Reporting Date Using

June 30, 2023 Level 1 Level 2 Level 3

September 30, 2023 Level 1 Level 2 Level 3

Derivatives (1)

15 unchanged sentences

Derivatives for further detail.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 2023.

Unrealized gains recognized during the three and six months ended June 30, 2023 from our investments in securities totaled $ 5 million and $ 4 million, respectively, which is recorded to Other, net within our results of operations.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and nine months ended September 30, 2023.

Unrealized losses recognized during the three and nine months ended September 30, 2023 from our investments in securities totaled $ 14 million and $ 10 million, respectively, and $ 5 million and $ 35 million during the three and nine months ended September 30, 2022, respectively, 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 outstanding principal balances of our AR Facility, and our Senior Secured Term Loan Due 2028, approximated their fair values as of June 30, 2023.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2023 and December 31, 2022 (in thousands):

The fair values of our Exchangeable Notes, senior secured notes due 2025 and 2027 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 fair value of our Senior Secured Term Loan Due 2028 under our 2023 Term Loan Agreement is determined based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness on each of the 20 prior trading days plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest, a Level 3 input.

The outstanding principal balances of our AR Facility approximated its fair value as of September 30, 2023.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of September 30, 2023 and December 31, 2022 (in thousands):

Fair Value at Carrying Value at (1)

Financial Instrument June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022

Financial Instrument September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022

2021 Term Loan B-1 $ 346,599 $ 362,872 $ 392,342 $ 397,147

2 unchanged sentences

2022 Term Loan B-2 573,923 623,235 617,683 640,899

Senior Secured Term Loan Due 2028 726,293 — 726,386 —

9.25 % senior secured notes due 2025

6 unchanged sentences

724,032 — 852,987 —

11.25 % senior secured notes due 2027

509,568 572,058 545,963 544,770

______________________

(1) Excludes net unamortized debt issuance costs.

2 unchanged sentences

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 since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did no t record any goodwill impairment charges for the three and six months ended June 30, 2023.

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.

Accumulated Other Comprehensive Loss

As of June 30, 2023 and December 31, 2022, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

June 30, 2023 December 31, 2022

As of September 30, 2023 and December 31, 2022, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

September 30, 2023 December 31, 2022

Defined benefit pension and other postretirement benefit plans $ ( 73,004 ) $ ( 73,746 )

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The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations.

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

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

We have elected to use excess contributions resulting from a reduction to past contribution requirements allowed by ARPA to offset remaining required contributions.

As of June 30, 2023, we have not contributed to our defined benefit pension plan in 2023.

As of September 30, 2023, we have contributed $ 11 million to our defined benefit pension plan in 2023.

Based on current assumptions, we expect to make a contribution of up to $ 13 million in 2023 to our defined benefit pension plan.

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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 $ 5 million and $ 11 million of accrued preferred stock dividends in our consolidated results of operations for the three and six months ended June 30, 2023 and 2022, respectively.

During the three and six months ended June 30, 2023 and 2022, we paid cash dividends on our preferred stock of $ 5 million and $ 11 million, respectively.

On July 26, 2023, the Board of Directors declared a dividend of $ 1.625 per share on Preferred Stock payable on September 1, 2023 to holders of record of the Preferred Stock on August 15, 2023.

Unless earlier converted, each outstanding share of Preferred Stock will automatically convert, on the mandatory conversion date, which is expected to be September 1, 2023, into shares of our common stock at a rate between 11.9048 and 14.2857 , subject to customary anti-dilution adjustments.

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 befo re 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 will 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.

On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock at a rate of 14.2857 of common stock per share of Preferred Stock.

The number of shares issued at conversion was approximately 47 million shares.

The Preferred Stock accumulated 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 would have continued to accumulate.

We recorded $ 4 million and $ 14 million of accrued preferred stock dividends in our consolidated results of operations for the three and nine months ended September 30, 2023, and $ 5 million and $ 16 million for the three and nine months ended September 30, 2022, respectively.

During the three and nine months ended September 30, 2023 and 2022, we paid cash dividends on our preferred stock of $ 5 million and $ 16 million, respectively.

Share Repurchase Program

1 unchanged sentence

Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions.

During the six months ended June 30, 2023, we did not repurchase any shares pursuant to the Share Repurchase Program.

During the nine months ended September 30, 2023, 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 June 30, 2023.

As of September 30, 2023, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

Exchangeable Notes

1 unchanged sentence

Under the terms of indenture, the Exchangeable Notes are exchangeable into our common stock under specified circumstances.

As of June 30, 2023, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

As of September 30, 2023, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

Debt for further details.

2 unchanged sentences

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):

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Loss from continuing operations $ ( 207,789 ) $ ( 134,154 ) $ ( 431,154 ) $ ( 272,828 )

Net (loss) income attributable to noncontrolling interests ( 66 ) 885 ( 901 ) 1,157

Net income (loss) attributable to noncontrolling interests 379 776 ( 522 ) 1,933

Preferred stock dividends 3,564 5,346 14,257 16,039

7 unchanged sentences

Diluted earnings per share is computed by dividing net loss 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 and 2 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2023, respectively, and 3 million of dilutive stock options and restricted stock awards for the three and six months ended June 30, 2022 as their effect would be anti-dilutive given the net loss incurred in the period.

The calculation of diluted weighted-average shares excludes the impact of 9 million and 6 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2023, respectively, and 4 million and 2 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2022, respectively.

The diluted weighted-average common shares outstanding calculation excludes 6 million and 3 million of dilutive stock options and restricted stock awards for the three and nine months ended September 30, 2023, respectively, and 1 million and 2 million of dilutive stock options and restricted stock awards for the three and nine months ended September 30, 2022, respectively, as their effect would be anti-dilutive given the net loss incurred in the period.

The calculation of diluted weighted-average shares excludes the impact of 4 million and 5 million of anti-dilutive common stock equivalents for the three and nine months ended September 30, 2023, respectively, and 5 million and 3 million of anti-dilutive common stock equivalents for the three and nine months ended September 30, 2022, respectively.

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 approximate ly 42 million re sulting common shares related to the Exchangeable Notes for the three and six months ended June 30, 2023 and 2022 are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

Likewise, the potential dilutive effect of our Preferred Stock outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later.

The approximate ly 42 million re sulting common shares related to the Exchangeable Notes for the three and nine months ended September 30, 2023 and 2022 are not

included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

Likewise, the potential dilutive effect of our Preferred Stock outstanding during the three and nine months ended September 30, 2022 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 presented and preferred stock dividends are added back to the numerator, only in the periods in which such effect is dilutive.

The approximatel y 47 million and 39 million re sulting common shares related to the Preferred Stock for the three and six months ended June 30, 2023 and 2022, respectively, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

Approximately 39 million common shares related to the Preferred Stock for the three and nine months ended September 30, 2022, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

On September 1, 2023, each outstanding share of Preferred Stock was automatically converted into approximately 47 million shares of our common stock.

Stock and Stockholders' Equity for further details.

Contingencies

44 unchanged sentences

In June 2023, US Airways filed a motion seeking approximately $ 139 million in attorneys' fees and costs, an amount that we strongly dispute.

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.

During the quarter ended September 30, 2022, we accrued an estimated loss of $ 15 million 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;

this amount is within our estimated range of outcomes based on our review of US Airways’ motion.

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

12 unchanged sentences

The DIT appealed the decision to the Supreme Court of India which upheld the Delhi High Court ruling on April 19, 2023.

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.

We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 and March 2021 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.

5 unchanged sentences

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 $ 21 million as of June 30, 2023.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2015 and March 2018 through March 2020 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 $ 22 million as of September 30, 2023.

We intend to continue to aggressively defend against each of the foregoing claims.

17 unchanged sentences

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

During the three and six months ended June 30, 2023 we accrued $ 9 million associated with these other tax matters in selling, general and administrative expense.

During the three and nine months ended September 30, 2023 we accrued $ 11 million associated with these other tax matters in selling, general and administrative expense.

We will continue to monitor and update this estimate as additional information becomes available.

16 unchanged sentences

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 three and six months ended June 30, 2023 and 2022 is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Segment information for the three and nine months ended September 30, 2023 and 2022 is as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

21 unchanged sentences

______________________

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

Three Months Ended June 30, Six Months Ended June 30,

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

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

Operating loss $ ( 42,183 ) $ ( 70,193 ) $ ( 42,396 ) $ ( 149,725 )

Operating income (loss) $ 52,201 $ ( 56,535 ) $ 9,805 $ ( 206,260 )

Equity method income 512 199 1,394 215

Impairment and related charges (1)

— 5,146 — 5,146

Acquisition-related amortization (1)

17 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements