What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-15 compared with 2023-02-17 · 374 added, 415 removed, 1364 unchanged (37% of the section changed)

7 unchanged sentences

Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021

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

Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023, 2022 and 2021

Notes to Consolidated Financial Statements

4 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 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 ” ).

We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2023, 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, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with U.S.

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In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, 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.

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, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15, and our report dated February 15, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Selling, general and administrative 634,393 661,159 610,078

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

Operating income (loss) 47,143 ( 261,060 ) ( 665,487 )

Other expense:

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Loss from continuing operations ( 528,248 ) ( 432,099 ) ( 923,775 )

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

Income (loss) from discontinued operations, net of tax 308 ( 679 ) ( 2,532 )

Net loss ( 527,940 ) ( 432,778 ) ( 926,307 )

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 )

Net (loss) income attributable to noncontrolling interests ( 332 ) 2,670 2,162

Net loss attributable to Sabre Corporation ( 527,608 ) ( 435,448 ) ( 928,469 )

Preferred stock dividends 14,257 21,385 21,602

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Loss from continuing operations $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 )

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

Loss from discontinued operations — — ( 0.01 )

Net loss per common share $ ( 1.56 ) $ ( 1.40 ) $ ( 2.96 )

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Loss from continuing operations $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 )

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

Loss from discontinued operations — — ( 0.01 )

Net loss per common share $ ( 1.56 ) $ ( 1.40 ) $ ( 2.96 )

2 unchanged sentences

Diluted 346,567 326,742 320,922

Dividend per common share $ — $ — $ 0.14

See Notes to Consolidated Financial Statements.

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Net loss $ ( 527,940 ) $ ( 432,778 ) $ ( 926,307 )

Other comprehensive income, net of tax:

Other comprehensive (loss) income, net of tax:

Foreign currency translation adjustments ("CTA") 3,890 ( 1,024 ) ( 7,223 )

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Net change in retirement-related benefit plans, net of tax ( 4,309 ) 11,027 50,824

Unrealized gains (losses), net of taxes of $( 406 ), $ 26 and $ 5,571

Unrealized (losses) gains, net of taxes of $ — , $( 406 ) and $ 26

( 794 ) 5,658 ( 134 )

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Net change in derivatives, net of tax ( 7,446 ) 4,576 12,671

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

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

Share of other comprehensive loss of equity method investments ( 326 ) ( 23 ) ( 602 )

Other comprehensive (loss) income ( 8,191 ) 14,556 55,670

Comprehensive loss ( 536,131 ) ( 418,222 ) ( 870,637 )

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

Comprehensive loss (income) attributable to noncontrolling interests 332 ( 2,670 ) ( 2,162 )

Comprehensive loss attributable to Sabre Corporation $ ( 535,799 ) $ ( 420,892 ) $ ( 872,799 )

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Prepaid expenses and other current assets 145,911 191,979

Current assets held for sale — 21,358

Total current assets 1,158,591 1,361,489

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Other assets, net 317,240 358,333

Long-term assets held for sale — 203,204

Total assets $ 4,672,194 $ 4,962,875

Liabilities and stockholders’ equity

Liabilities and stockholders’ deficit

Current liabilities

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Current portion of debt 4,040 23,480

Current liabilities held for sale — 21,092

Total current liabilities 914,713 815,571

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Long-term debt 4,829,461 4,717,091

Long-term liabilities held for sale — 15,476

Commitments and contingencies (Note 17)

Redeemable noncontrolling interests 14,375 —

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

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

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

Common stock:

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Depreciation and amortization 148,676 184,633 262,185

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

Loss on extinguishment of debt 108,577 4,473 13,070

Paid-in-kind interest 53,859 — —

Stock-based compensation expense 52,015 82,872 120,892

Amortization of upfront incentive consideration 34,833 44,086 57,570

Loss on fair value of investment 26,000 — —

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

Amortization of debt discount and issuance costs 22,743 16,026 11,984

Deferred income taxes 22,287 ( 17,306 ) ( 27,515 )

Provision for expected credit losses 5,872 ( 285 ) ( 7,788 )

Other ( 3,261 ) 5,732 4,701

Loss on fair value of investment 2,400 26,000 —

(Income) loss from discontinued operations ( 308 ) 679 2,532

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

Pension settlement charge — 6,707 7,529

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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:

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Deferred revenue including upfront solution fees 52,184 ( 15,506 ) ( 4,519 )

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

Cash provided by (used in) operating activities 56,239 ( 276,458 ) ( 414,654 )

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 ( 87,423 ) ( 69,494 ) ( 54,302 )

Acquisitions, net of cash acquired ( 12,021 ) ( 68,797 ) —

Purchase of investments ( 11,200 ) ( 80,000 ) —

Other investing activities 664 — —

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

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

Cash (used in) provided by investing activities ( 109,980 ) 173,977 ( 29,428 )

Financing Activities

1 unchanged sentence

Proceeds of borrowings from lenders 1,530,473 1,818,581 1,070,380

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

Proceeds from borrowings under AR Facility 218,600 — —

Debt prepayment fees and issuance costs ( 159,589 ) ( 33,489 ) ( 12,194 )

Payments on borrowings under AR Facility ( 108,600 ) — —

Dividends paid on preferred stock ( 16,039 ) ( 21,385 ) ( 21,629 )

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

Net payment on the settlement of equity-based awards ( 5,535 ) ( 16,084 ) ( 22,682 )

1 unchanged sentence

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 used in financing activities ( 94,219 ) ( 75,370 ) ( 50,558 )

Cash Flows from Discontinued Operations

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Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,706 ( 2,358 ) ( 2,136 )

(Decrease) increase in cash, cash equivalents and restricted cash ( 183,468 ) ( 500,274 ) 1,063,489

Decrease in cash, cash equivalents and restricted cash ( 146,679 ) ( 183,468 ) ( 500,274 )

Cash, cash equivalents and restricted cash at beginning of period 815,923 999,391 1,499,665

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SABRE CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(In thousands, except share data)

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Stockholders'

Equity (Deficit)

Shares Amount Shares Amount Shares Amount

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

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)

Preferred stock dividends (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

Dividends paid to non-controlling interest on subsidiary common stock — — — — — — — — — ( 2,760 ) ( 2,760 )

Adoption of New Accounting Standard — — — — — — — ( 7,600 ) — — ( 7,600 )

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 )

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

Conversion from preferred stock to common stock ( 50,000 ) — 595,240 6 — — — — — — 6

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

Settlement of exchangeable notes — — — — ( 780 ) — — — — — ( 780 )

Issuance of common stock upon conversion of exchangeable notes 1,269,497 12 9,813 9,825

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 )

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— — — — — — — ( 14,257 ) — — ( 14,257 )

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

Settlement of stock-based awards — — 5,478,793 55 375 1,450,686 ( 5,909 ) — — — ( 5,479 )

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Balance at December 31, 2023 — $ — 405,914,663 $ 4,059 $ 3,249,901 26,345,684 $ ( 520,124 ) $ ( 4,048,393 ) $ ( 73,922 ) $ 12,660 $ ( 1,375,819 )

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

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

See Notes to Consolidated Financial Statements.

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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:

At Sabre, we make travel happen.

We are a technology company that operates 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

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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.

Our accounting policies that utilize significant estimates and assumptions include:

(i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies.

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.

Corporate cost of revenue, excluding technology costs, includes certain expenses such as stock-based compensation, restructuring charges and other items not identifiable with either of our segments.

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.

Corporate technology costs includes certain expenses such as stock-based compensation, restructuring charges and other items not identifiable with either of our segments.

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.

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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.

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.

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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.

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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 .

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, excluding technology costs 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.

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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).

Debt for additional information.

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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.

Our credit risk is mitigated with carriers who use the Airline Clearing House or other similar clearing houses (“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, 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.

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Derivative Financial Instruments

We recognize all derivatives on the consolidated balance sheets at fair value.

We recognize all derivatives on the consolidated balance sheets at fair value and do not offset fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement.

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”).

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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.

We capitalize certain costs related to our infrastructure, software applications and reservation systems in accordance with GAAP 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.

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Depreciation and amortization of property and equipment totaled $ 79 million, $ 90 million and $ 154 million for the years ended December 31, 2023, 2022 and 2021, 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.

Amortization of software developed for internal use totaled $ 66 million, $ 74 million and $ 132 million for the years ended December 31, 2023, 2022 and 2021, respectively.

During the years ended December 31, 2023, 2022 and 2021, we capitalized $ 77 million, $ 64 million, and $ 39 million, respectively, related to software developed for internal use.

We also evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent

of other assets may not be recoverable.

We did not record any property and equipment impairment charges for the years ended December 31, 2023 and 2022.

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.

We lease certain facilities under long term operating leases.

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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 it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, or if we decide to bypass the qualitative assessment, we perform a quantitative assessment comparing 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 utilize third-party appraisal firms to assist us in determining the fair value of a reporting unit as part of performing the quantitative assessment.

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.

We did not record any goodwill impairment charges for the years ended December 31, 2023, 2022 and 2021.

Goodwill and Intangible Assets for additional information.

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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.

The carrying value of these equity method investments in joint ventures amounts to $ 19 million as of December 31, 2023 and 2022.

Contract Acquisition Costs and Capitalized Implementation Costs

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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.

The expected dividend yield was based on the calculated yield on our common stock at the time of grant.

For the year ended December 31, 2021, a zero expected dividend was used.

No stock options were granted during the year ended December 31, 2023 and 2022.

Foreign Currency

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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.

We elected the optional expedient in the second quarter of 2023 in connection with the SOFR Amendment (defined in Note 10.

Debt below), which did not have a material impact on our consolidated financial statements.

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.

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

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

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

Revenue from contracts with customers .

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

In 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.

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

We adopted this standard in the first quarter of 2022, which did not have a material impact on our consolidated financial statements.

Revenue from Contracts with Customers

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_______________________________

(1) Includes contract assets of $ 12 million and $ 11 million for December 31, 2022 and 2021, respectively.

(1) Includes contract assets of $ 11 million and $ 12 million for December 31, 2023 and 2022.

During the year ended December 31, 2023, we recognized revenue of approximately $ 28 million from contract liabilities that existed as of January 1, 2023.

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_______________________________

(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.

(1) Includes license fee revenue recognized upon delivery to the customer of $ 7 million, $ 6 million and $ 22 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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

For the year ended December 31, 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.

For the year ended December 31, 2023, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $ 7 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.

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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.

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 $ 10 million and $ 11 million as of December 31, 2023 and 2022, respectively.

Contract Acquisition Costs and Capitalized Implementation Costs

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Impairment ( 1,519 ) ( 518 )

Dispositions — ( 19,169 )

Other 513 ( 2,128 )

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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.

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

Conferma is part of our Travel Solutions segment.

The purchase price allocation was finalized in August 2023, and no additional adjustments were recorded since December 31, 2022.

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

Pr eliminary Purchase Price Allocation

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

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

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

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

Cash and cash equivalents (1)

Other current and non-current assets (1)

Intangible assets (1)

Current and non-current liabilities (1)

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

Total acquisition price $ 72,389

_______________________________

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

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

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

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

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

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

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

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

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

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

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

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

Redeemable Noncontrolling Interest for further details.

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.

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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

("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.

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 year ended December 31, 2022.

Redeemable Noncontrolling Interest

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.

currently do not believe it is probable that the noncontrolling interest will become redeemable, given the remote likelihood of the applicable conditions being satisfied.

As the common shares are redeemable upon the occurrence of conditions not solely within our control, we recorded the noncontrolling interest as redeemable and classified it as temporary equity within our consolidated balance sheet initially at fair value.

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

As of December 31, 2023, the redeemable noncontrolling interest is $ 14 million.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the year ended December 31, 2023 (in thousands):

Year Ended December 31, 2023

Proceeds from sale of redeemable noncontrolling interest $ 16,000

Net loss attributable to redeemable noncontrolling interest ( 1,625 )

Redeemable noncontrolling interest, end of period $ 14,375

Restructuring Activities

During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our business and to structurally reduce our cost base.

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

We do not expect additional restructuring charges associated with these activities to be significant.

During the year ended December 31, 2023 , we incurred $ 72 million in connection with this business plan, of which $ 13 million is recorded within cost of revenue, excluding technology costs, $ 27 million is recorded within technology costs and $ 32 million is recorded within selling, general and administrative costs within our consolidated statement of operations .

These restructuring costs are comprised of $ 66 million that has been or will be paid in cash for severance and related benefits costs and $ 6 million paid related to other restructuring costs.

The following table summarizes the accrued liability for 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):

Year Ended December 31, 2023

Balance as of January 1, 2023 $ —

Charges 64,247

Cash payments ( 48,189 )

Non-cash adjustments 1,230

Balance as of December 31, 2023 $ 17,288

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, 2023 and 2022 are as follows (in thousands):

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

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

Acquired 61,021 4,434 65,455

Adjustments (1)

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Balance as of December 31, 2022 2,381,964 160,123 2,542,087

Additions and Adjustments (1)

Acquired — 9,436 9,436

Adjustments (1)

2,516 — 2,516

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________________________

(1) Includes allocated goodwill on divestitures as well as net foreign currency effects during the year.

(1) Includes net foreign currency effects during the years ended December 31, 2023 and 2022.

The following table presents our intangible assets as of December 31, 2023 and 2022 (in thousands):

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Investment in securities (1)

51,970 54,303

Value added tax receivable 30,005 26,953

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Unrealized foreign currency translation gain 9,147 5,257

Unrealized gain on interest rate swaps 4,577 —

Unrealized (loss) gain on interest rate swaps ( 2,869 ) 4,577

Share of other comprehensive loss of equity method investment ( 2,144 ) ( 1,819 )

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Deferred tax assets:

Tax loss carryforwards $ 400,634 $ 364,830

Software developed for internal use 139,722 89,084

Tax credit carryforwards 90,674 59,790

Employee benefits other than pension 38,221 37,325

Lease liabilities 19,713 22,214

Deferred revenue 36,714 26,890

Bond discounts 18,132 —

Lease liabilities 16,756 19,713

Pension obligations 16,688 18,249

Tax loss carryforwards 364,830 377,286

Incentive consideration 2,761 4,864

Tax credit carryforwards 59,790 57,657

Suspended loss 14,702 14,814

Software developed for internal use 89,084 16,208

Accrued expenses 10,480 9,658

Incentive consideration 2,207 2,761

Total deferred tax assets 785,391 643,114

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 ( 88,608 ) ( 95,295 )

Unrealized gains and losses ( 15,430 ) ( 24,118 )

operations ( 22,763 ) ( 13,427 )

Right of use assets ( 16,769 ) ( 19,780 )

Unrealized gains and losses ( 12,647 ) ( 15,430 )

Investment in partnership ( 10,763 ) ( 8,168 )

Depreciation and amortization ( 2,970 ) ( 4,757 )

Bond discounts — ( 1,267 )

Other — ( 461 )

1 unchanged sentence

Valuation allowance ( 651,415 ) ( 484,266 )

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

Net deferred tax (liability) asset $ ( 20,544 ) $ 263

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.

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Additionally, we have research tax credit carryforwards of approximately $ 64 million, which will expire between 2024 and 2041.

As a result of prior business combinations, $ 10 million of our U.S.

As a result of prior business combinations, less than $ 1 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 2024 and 2037.

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We have state NOLs of $ 9 million which will expire primarily between 2024 and 2041 and state research tax credit carryforwards of $ 21 million which will expire between 2024 and 2040.

We have $ 571 million of NOL carryforwards and $ 7 million of foreign tax credits related to certain non-U.S.

We have $ 660 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.

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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.

During the years ended December 31, 2023, 2022, and 2021, we recognized an expense of $ 12 million, an expense of $ 1 million, and a benefit of $ 3 million, respectively, related to interest and penalties.

As of December 31, 2023 and 2022, we had a liability, including interest and penalties, of $ 61 million and $ 97 million, respectively, for unrecognized tax benefits, including cumulative accrued interest and penalties of approximately $ 20 million and $ 21 million, respectively.

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Reductions for tax positions of prior years ( 19,466 ) ( 8,846 ) ( 29 )

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

Reductions for tax positions of expired statute of limitations ( 18,485 ) ( 2,900 ) ( 4,376 )

Settlements ( 4,939 ) ( 3,138 ) —

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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.

The amount of unrecognized tax benefits that were offset against deferred tax assets on our balance sheets was $ 27 million, $ 51 million, and $ 44 million as of December 31, 2023, 2022, and 2021 respectively, with remaining amounts recorded as a liability.

As of December 31, 2023, 2022, and 2021, the amount of unrecognized tax benefits that, if recognized, would impact the effective tax rate was $ 37 million, $ 67 million, and $ 73 million, respectively.

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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, 2023 for our portfolio segment is summarized as follows (in thousands):

December 31, 2022

Year Ended December 31, 2023

Balance at December 31, 2021 $ 59,646

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Write-offs ( 10,600 )

Other ( 618 )

Balance at December 31, 2023 $ 34,343

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.

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Senior secured credit facilities:

Term Loan B (1)

February 2024 $ — $ 1,805,806

2021 Term Loan B-1 L+ 3.50 %

2021 Term Loan B-1 S (1) + 3.50 %

December 2027 $ 392,015 $ 397,940

2021 Term Loan B-2 L+ 3.50 %

2021 Term Loan B-2 S (1) + 3.50 %

December 2027 614,151 634,340

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June 2028 645,310 673,313

Senior Secured Term Loan Due 2028 RR (3) + 1.75 % (4)

December 2028 753,859 —

AR Facility (2)

S (1) + 2.25 %

January 2025 110,000 —

9.250 % senior secured notes due 2025

5 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

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_____________________________

(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.

(1) 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.

(2) The AR Facility (as defined below) is subject to certain "springing" maturity conditions;

the maturity may extend to February 2026 at the latest.

(3) Represents the Reference Rate as defined below.

(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 $ 12 million as of December 31, 2023 and 2022, which were secured by a $ 21 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.

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").

In 2022, we entered into three separate transactions to refinance the entire $ 1.8 billion of our then-outstanding Term Loan B facility due in February 2024.

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

Our Senior Secured Credit Facility is governed by the Amended and Restated Credit Agreement.

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

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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").

On August 15, 2022, we entered into an amendment to refinance a portion of our then-outstanding 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.

6 unchanged sentences

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”).

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 then-outstanding 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.

1 unchanged sentence

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.

As required under the terms of the credit facility, we used proceeds of $ 16 million from the sale of AirCentre assets to pay down the principal on the 2021 Term Loan B-2 in May 2023, which resulted in the deferral of principal payments until September 2025.

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.

As required under the terms of the credit facility, we used proceeds of $ 32 million from the sale of AirCentre assets to pay down the principal on the 2022 Term Loan B-1 and 2022 Term Loan B-2 in May 2023, as well as refinanced the 2022 Term Loan B-2 in June 2023, which resulted in the deferral of principal payments until September 2025 and March 2027, respectively.

For the year ended December 31, 2023, we made $ 9 million of scheduled principal payments.

4 unchanged sentences

Financial Covenants

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

investments, and payment of dividends.

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

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

Borrowings under the Amended and Restated Credit Agreement 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:

On May 16, 2023, Sabre GLBL entered into Amendment No.

5 to the Credit Agreement (the "SOFR Amendment").

The SOFR Amendment was entered into pursuant to the Amended and Restated Credit Agreement, dated as of February 19, 2013.

The SOFR Amendment provides for the replacement of LIBOR-based rates with a SOFR-based rate for the 2021 Term Loan B-1 and 2021 Term Loan B-2 and amends certain provisions of the Credit Agreement.

The change from LIBOR to SOFR is due to the reference rate reform and the phasing out of LIBOR as a loan benchmark.

The adoption of the SOFR Amendment did not have a material impact on our financial position or results of operations.

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

3 unchanged sentences

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)

Term SOFR borrowings Base rate borrowings

Applicable Margin Applicable Margin

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 %

2021 Term Loan B-2 3.50 % (1)

2022 Term Loan B-1 4.25 % (2)

2022 Term Loan B-2 5.00 % (2)

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(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.

(1) 2021 Term Loan B-1 and 2021 Term Loan B-2 are subject to a 0.50 % floor and a SOFR adjustment factor of 0.11 % for the Term SOFR rate and 1.50 % floor 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 SOFR adjustment factor of 0.10 % for the Term SOFR rate and 1.50 % floor for the base rate.

Our effective interest rates on borrowings under the Amended and Restated Credit Agreement for the years ended December 31, 2023, 2022 and 2021, inclusive of amounts charged to interest expense, are as follows:

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Excluding the impact of interest rate swaps 10.21 % 5.62 % 3.33 %

Senior Secured Term Loan Due 2028

On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an intercompany secured term loan agreement (the "Pari Passu Loan Agreement").

The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) of up to $ 700 million in aggregate principal amount, subject to Sabre FB using the proceeds from the Senior Secured Term Loan Due 2028 for an intercompany loan to Sabre GLBL.

On June 13, 2023, Sabre FB borrowed the full $ 700 million amount under the 2023 Term Loan Agreement and lent the funds to Sabre GLBL under the Pari Passu Loan Agreement.

Borrowings under 2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries.

Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes.

Sabre GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to repurchase $ 650 million of its outstanding 9.25 % Senior Secured Notes due 2025 (the “June 2023 Refinancing”) and $ 15 million of its outstanding 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2.

The remaining proceeds, net of a discount of $ 23 million, were used to pay $ 13 million in other fees and expenses.

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 year ended December 31, 2023 of $ 13 million.

As of December 31, 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.

After the third anniversary of the 2023 Term Loan Agreement, all prepayments can be made at par plus accrued interest.

The interest on the Senior Secured Term Loan Due 2028 is payable in cash;

provided that, at our election, from the date of the agreement, until the last interest payment date occurring on or prior to December 31, 2025, the interest may be payable-in-kind.

The Senior Secured Term Loan Due 2028 bears interest at a floating rate, with interest periods ending on each successive three month anniversary of the closing date and set in arrears 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 (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest, with the Reference Rate for the first interest period deemed to be 13.00 % per annum.

The all-in interest rate floor is 11.50 % for cash interest and 13.00 % for payable-in-kind interest and the all-in interest rate ceiling is 17.50 % for cash interest and 19.00 % for payable-in-kind interest.

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 $ 54 million during the year ended December 31, 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 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 December 31, 2023, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement.

Senior Secured Notes

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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.

Through the June 2023 Refinancing described above, we repurchased approximately $ 650 million of these notes.

See "—Senior Secured Term Loan Due 2028".

In September 2023, an additional $ 66 million of these notes were exchanged for the June 2027 Notes as described below.

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”).

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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.

In September 2023, $ 787 million of these notes were exchanged for the June 2027 Notes as described below.

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”).

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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 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 our then-outstanding 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.

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 the April 2025 Notes and the September 2025 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 September 2023 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 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 April 2025 Notes and the September 2025 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 December 31, 2023 , we had $ 110 million outstanding under the AR Facility.

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

The amount available for borrowings at any one time under the AR Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves.

Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0 % floor, plus a drawn fee, initially in the amount of 2.25 %, plus a 0.10 % SOFR adjustment.

The drawn fee varies based on our leverage, and Sabre Securitization also pays a fee on the undrawn committed amount of the AR Facility.

Interest and fees payable by Sabre Securitization under the AR Facility are due monthly.

Net debt issuance costs related to our AR Facility are $ 2 million and are recorded in other assets, net in our consolidated financial statements.

The AR Facility is scheduled to terminate on February 13, 2026, unless extended in accordance with its terms.

The AR Facility is subject to a springing maturity date of January 2025 should certain events occur in relation to material indebtedness (as defined in the AR Facility) of ours, Sabre Securitization and certain other subsidiaries.

In connection with the AR Facility, certain of our subsidiaries (the “Originators”) have sold and contributed, and will continue to sell or contribute, substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to Sabre Securitization to be held as collateral for borrowings under the AR Facility.

Sabre Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates.

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 December 31, 2023, $ 340 million of Receivables are held as assets by Sabre Securitization, consisting of $ 331 million of accounts receivable and $ 9 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;

as a result, (i) Receivables balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our consolidated balance sheets, (ii) our consolidated statements of operations reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged Receivables and interest expense associated with the AR Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments u nder the AR Facility are reflected as financing cash flows within our consolidated statements of cash flows.

The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than Sabre Securitization.

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 December 31, 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

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

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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.

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 %.

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

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

Year Ended December 31, 2023 Year Ended December 31, 2022

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Net carrying value $ 329,964 $ 327,578

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

The following table sets forth interest expense recognized related to the Exchangeable Notes for years ended December 31, 2023 and 2022 (in thousands):

Year Ended December 31, 2023 Year Ended December 31, 2022

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2028 1,982,484

2027 1,558,360

Thereafter 1,228,626

Total $ 4,961,903

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.

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.

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.

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 December 31, 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.

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, 2023 and matured during the years ended December 31, 2023, 2022 and 2021 are as follows:

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Designated as Hedging Instrument

$ 600 million 1 month LIBOR (1)

December 31, 2020 December 31, 2021

$ 200 million 1 month SOFR (2)

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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)

$ 250 million 1 month SOFR (2)

June 30, 2023 June 30, 2026

$ 250 million 1 month SOFR (2)

December 31, 2023 December 31, 2024

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(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 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 600 million of the then floating-rate Term Loan B related to the year 2021.

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.

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 periods through June 2026.

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

For the year ended December 31, 2023, we recognized a cash flow impact of $ 7 million related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of December 31, 2023, we estimate that $ 3 million in gains will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

Subsequent to December 31, 2023, on January 11, 2024, we entered into an interest rate swap to hedge interest payments associated with $ 250 million of the floating rate 2022 Term Loan B-1 related to the years 2024 and 2025.

The total notional outstanding of $ 250 million became effective January 16, 2024.

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

Derivative Assets (Liabilities)

Fair Value as of December 31,

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The effects of derivative instruments, net of taxes, on OCI for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

Amount of Gains (Losses)

Amount of (Losses) Gains

Recognized in OCI on Derivative, Effective Portion

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Derivatives in Cash Flow Hedging Relationships 2023 2022 2021

Foreign exchange contracts $ — $ — $ ( 4,652 )

Interest rate swaps $ ( 794 ) $ 5,658 $ ( 134 )

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Derivatives in Cash Flow Hedging Relationships Income Statement Location 2023 2022 2021

Foreign exchange contracts Cost of revenue, excluding technology costs $ — $ — $ 2,992

Interest rate swaps Interest expense, net $ ( 6,652 ) $ ( 1,082 ) $ 12,805

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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:

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

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

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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):

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

Fair Value at Reporting Date Using

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Time deposits 177,608 — 177,608 —

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

Total assets $ 493,542 $ 313,521 $ 180,021 $ —

Derivatives (1)

Interest rate swap contracts $ ( 4,129 ) $ — $ ( 4,129 ) $ —

Total liabilities $ ( 4,129 ) $ — $ ( 4,129 ) $ —

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December 31, 2022 Level 1 Level 2 Level 3

Derivatives (1)

Interest rate swap contracts $ 4,905 $ — $ 4,905 $ —

Investment in securities 54,303 54,303 — —

Money market funds 153,252 153,252 — —

Time deposits 444,835 — 444,835 —

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

Total assets $ 657,295 $ 207,555 $ 449,740 $ —

Derivatives (1)

Interest rate swap contracts $ ( 168 ) $ — $ ( 168 ) $ —

Total liabilities $ ( 168 ) $ — $ ( 168 ) $ —

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(1) See Note 11.

Derivatives for further detail.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the years ended December 31, 2023 and 2022.

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.

Unrealized losses recognized during the year ended December 31, 2023 and 2022 from our investments in securities totaled $ 2 million and $ 26 million, respectively, which are 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 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.

At December 31, 2023, the fair value of the Senior Secured Term Loan Due 2028 was determined using a valuation model that includes certain assumptions and Level 3 inputs.

The outstanding principal balances of our AR Facility approximated its fair value as of December 31, 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 December 31, 2023 and 2022 (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

As of December 31, 2023

As of December 31, 2022

Financial Instrument Fair Value Carrying Value (1)

Fair Value Carrying Value (1)

2021 Term Loan B-1 $ 344,973 $ 391,366 $ 362,872 $ 397,147

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576,343 618,888 623,235 640,899

Senior Secured Term Loan Due 2028 726,582 732,901 — —

9.25 % senior secured notes due 2025

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776,598 852,987 — —

11.25 % senior secured notes due 2027

545,024 546,384 572,058 544,770

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(1) Excludes net unamortized debt issuance costs.

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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.

Goodwill and Intangible Assets for additional information.

Although we have not identified any triggering events or changes in circumstances that would require us to perform a goodwill impairment test, periodically, we will perform a quantitative assessment in the absence of identifying triggering events, as part of the qualitative assessment.

In 2023, we elected to perform a quantitative assessment.

We did not record any goodwill impairment charges for the year ended December 31, 2023.

We lease certain facilities under long-term operating leases.

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Operating lease cost $ 17,502 $ 21,588

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):

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Operating cash flows used in operating leases $ 16,715 $ 20,508

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:

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Total operating lease liabilities $ 72,400 $ 85,228

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:

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Operating leases 6.9 % 5.7 %

Sale and Leaseback Transaction

During the fourth quarter of 2020, we completed the sale of our two headquarters buildings for aggregate receipts, net of closing costs, of $ 69 million.

Our carrying value for the buildings approximated the proceeds from the sale.

Contemporaneously with the closing of the sale, we entered into two leases pursuant to which we leased back the properties for initial terms of 12 years and 18 months, respectively, with renewal options up to 10 years in certain circumstances.

Both leases entered into as a result of the sale and leaseback transaction are classified as operating leases.

In connection with these leases, lease liabilities representing the fair value of future lease payments of $ 46 million were recorded within the consolidated balance sheet as of December 31, 2020 and a non-cash net gain on sale of $ 10 million was recorded to Other, net, resulting in right-of-use assets of $ 56 million recorded within the consolidated balance sheet as of December 31, 2020.

The net proceeds from the sale will be used for general operating purposes.

Lease Commitments

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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 .

Our leases have remaining minimum terms that range between one and nine 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 .

others include options to terminate the agreement within three months .

Future minimum lease payments under non-cancellable operating leases as of December 31, 2023 are as follows (in thousands):

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Thereafter 29,872

Total 108,526

Imputed Interest ( 20,081 )

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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 $ 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

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.

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.

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 accrued $ 14 million and $ 21 million of preferred stock dividends in our consolidated results of operations for the year ended December 31, 2023 and 2022, respectively.

During the year ended December 31, 2023 and 2022, we paid cash dividends on our preferred stock of $ 16 million and $ 21 million, respectively.

Share Repurchase Program

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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.

As of December 31, 2023, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

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.

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

As of December 31, 2023, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding.

Debt for further details.

We expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock.

Until the notes mature, we expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock.

Equity-Based Awards

As of December 31, 2023, 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.

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"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan") and the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan").

Our 2023 Omnibus Plan serves as a successor to the 2021 Omnibus Plan, 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.

Outstanding awards under all plans continue to be subject to the terms and conditions of their respective plan.

We initially reserved 14,000,000 shares of our common stock for issuance under our 2023 Omnibus Plan.

We added 13,791,761 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.

Management Equity Incentive Plan (“Sovereign MEIP”), Sovereign 2012 MEIP, 2014 Omnibus, 2016 Omnibus Plans, 2019 Omnibus Plan and 2021 Omnibus Plan to the 2023 Omnibus Plan reserves, for a total of 27,791,761 authorized shares of common stock for issuance under the 2023 Omnibus Plan.

Additionally, we initially reserved 830,000 shares of our common stock for issuance under our 2022 Director Plan and added 169,808 shares that were reserved but not issued under the 2019 Director Plan.

Time-based options granted under the 2019,

2016, and 2014 Omnibus Plans prior to 2020 generally vest over a four year period with 25 % vesting at the end of year one and the remaining vesting quarterly thereafter.

Time-based options granted under the 2021 Omnibus plan and the 2019 Omnibus Plan in 2020 and 2021 vest over a three-year period, vesting in equal annual installments.

Time-based options granted under the 2019, 2016, and 2014 Omnibus Plans prior to 2020 generally vest over a four year period with 25 % vesting at the end of year one and the remaining vesting quarterly thereafter.

Time-based options granted under the 2023 Omnibus plan, 2021 Omnibus plan and the 2019 Omnibus Plan after 2020 vest over a three-year period, vesting in equal annual installments.

Options granted prior to fiscal year 2020 vested over a four-year period.

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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:

No stock options were granted during the year ended December 31, 2023 and 2022.

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

Year Ended December 31,

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Outstanding at December 31, 2022 2,635,556 $ 13.64 5.2 $ —

Exercised ( 750 ) 9.97

Forfeited ( 25,131 ) 12.88

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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.

There were no options exercised during the year ended December 31, 2023, and the total intrinsic value of stock options exercised was immaterial for the years ended December 31, 2022 and 2021.

There were no options granted during the year ended December 31, 2023 and 2022, and the weighted-average fair values of options granted during the year ended December 31, 2021 was $ 6.01 .

As of December 31, 2023, there was no unrecognized compensation expense associated with stock options.

The following table summarizes the activities for our RSUs for the year ended December 31, 2023:

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Unvested at December 31, 2023 5,870,614 $ 6.69

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.

The total fair value of PSUs vested, as of their respective vesting dates, was $ 19 million during each of the years ended December 31, 2023 and 2022, and $ 15 million during the year ended December 31, 2021.

The recognition of compensation

expense associated with PSUs is contingent upon the achievement of annual company-based performance measures and for 2022 and 2023 grants a total shareholder return modifier.

During the years ended December 31, 2023, 2022 and 2021, 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.

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Loss from continuing operations $ ( 528,248 ) $ ( 432,099 ) $ ( 923,775 )

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

Net (loss) income attributable to non-controlling interests ( 332 ) 2,670 2,162

Preferred stock dividends 14,257 21,385 21,602

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Diluted $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 )

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.

Basic 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 during each period.

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 3 million, 1 million and 4 million of dilutive stock options and restricted stock awards for the years ended December 31, 2023, 2022 and 2021, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

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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.

The approximately 42 million resulting common shares related to the Exchangeable Notes are not included in the dilutive weighted-average common shares outstanding calculation for each of the years ended December 31, 2023, 2022 and 2021, 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

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.

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.

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

On September 1, 2023, the mandatory conversion date, 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.

Pension and Other Postretirement Benefit Plans

We sponsor the Sabre Inc.

We sponsor the Sabre GLBL 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.

We recognized expenses related to the 401(k) Plan of approximately $ 17 million for the year ended December 31, 2023 and $ 18 million for each of the years ended December 31, 2022 and 2021.

We sponsor the Sabre GLBL Inc.

Legacy Pension Plan (“LPP”), which is a tax qualified defined benefit pension plan for employees meeting certain eligibility requirements.

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( 16,151 ) ( 11,901 )

Actuarial gain, net 97,123 22,387

Actuarial (loss) gain, net ( 5,854 ) 97,123

Benefits paid

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Unfunded status at December 31 $ ( 73,351 ) $ ( 83,189 )

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 actuarial loss, net of $ 6 million for the year ended December 31, 2023 and the actuarial gain, net of $ 97 million for the year ended December 31, 2022, are attributable to decreases and increases in the discount rate for each respective year.

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

There were no settlement losses during the year ended December 31, 2023.

The net benefit obligation of $ 73 million and $ 83 million as of December 31, 2023 and 2022, 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):

The amounts recognized in accumulated other comprehensive loss associated with the LPP, net of deferred taxes of $ 38 million as of December 31, 2023 and 2022, respectively, are as follows (in thousands):

Net actuarial loss $ ( 112,270 ) $ ( 109,444 )

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— 6,707 7,529

Net cost $ 9,528 $ 11,570 $ 24,516

Net (benefit) cost $ ( 408 ) $ 9,528 $ 11,570

Weighted-average discount rate used to measure benefit obligations

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(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:

Due to settlements during 2022 and 2021, additional discount rates assumed are as follows:

June 30, 2021:

2.89 %, September 30, 2021:

2.96 %, December 31, 2022:

2.96 %, and December 31, 2022:

The following table provides the pre-tax amounts recognized in other comprehensive loss, including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2023, 2022 and 2021 (in thousands):

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Other Comprehensive Loss 2023 2022 2021

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

Net actuarial loss (gain) $ 5,187 $ ( 354 ) $ ( 37,258 )

Pension settlement — ( 6,707 ) ( 7,529 )

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

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

Total income recognized in other comprehensive loss (income) $ 4,317 $ ( 12,112 ) $ ( 51,340 )

Total recognized in net periodic benefit cost and other comprehensive loss

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equity securities — 42,270 — 42,270

Real estate 26,873 26,873

Money market mutual fund 2,750 — — 2,750

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Net investment income

Unrealized loss

Net realized loss

Unrealized gain

Net realized gain

Ending balance at December 31, 2022 $ 7,290

Contributions

Net distributions

Net investment income

Unrealized gain

Unrealized loss

Net realized gain

Ending balance at December 31, 2023 $ 32,569

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

We contributed $ 13 million to fund our defined benefit pension plans during the year ended December 31, 2023.

We did not contribute to fund our defined benefit pension plans during the year ended December 31, 2022.

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.

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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.

While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts 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.

The amount of the 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

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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.

The surviving claims included claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, that 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 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 to bar Sabre from enforcing certain provisions in our contracts.

In September 2015, the court also dismissed US Airways' claim for declaratory relief.

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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.

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

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

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In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment.

US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders dismissing and/or issuing summary judgment as to portions of its claims and damages.

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

or summary judgment orders as to portions of its claims and damages.

In connection with this appeal, we posted an appellate bond equal to the aggregate amount of the $ 15 million judgment entered plus interest, which stayed the judgment pending the appeal.

The Second Circuit heard oral arguments on this matter in December 2018.

In September 2019, the Second Circuit issued its Order and Opinion.

The Second Circuit vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial.

In September 2019, the Second Circuit issued its Order and Opinion in which it 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 lawsuit was remanded to federal court in the Southern District of New York for further proceedings consistent with the Second Circuit's Order and Opinion.

The retrial began in April 2022.

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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.

The court referred the issue of the attorneys' fees and costs to a magistrate judge.

The magistrate issued a recommendation, which the court has adopted in full, that US Airways is entitled to a reasonable attorneys' fees award, but that the award is subject to a reduction to reflect their nominal recovery.

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

On February 6, 2024, the court issued an order denying US Airways' motion for attorneys' fees and costs without prejudice to renewal.

The court further ordered that US Airways may refile its motion when and if settlement negotiations break down and after US Airways files a letter advising the court of its intent to renew the motion.

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 ultimate amount that we may be required to pay to US Airways 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 as long as the lawsuit continues.

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 were a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India.

The DIT later issued further tax assessments for assessment years ending March 2000 through March 2006.

The DIT has continued to issue tax assessments on a similar basis for subsequent years;

however, the tax assessments for assessment years ending March 2007 and later are not 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.

On June 19, 2009 and July 10, 2009, the ITAT ruled in our favor, 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.

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 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.

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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.

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 $ 23 million as of December 31, 2023.

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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.

During the year ended December 31, 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.

We may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations.

Segment Information

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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 utilizes Adjusted Operating Income (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 Income ( 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 Income (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.

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Total $ 87,423 $ 69,494 $ 54,302

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

(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):

Year Ended December 31,

2023 2022 2021

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

Operating income (loss) $ 47,143 $ ( 261,060 ) $ ( 665,487 )

Equity method income (loss) 2,042 686 ( 264 )

Impairment and related charges (1)

5,146 — 8,684

Acquisition-related amortization (2)

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52,015 82,872 120,892

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.

Adjusted Operating Income (Loss) $ 228,707 $ ( 68,042 ) $ ( 459,317 )

(1) Impairment and related charges in 2022 represents a $ 5 million impairment charge associated with the impact of regulatory changes in Russia on the future recoverability of certain assets.

(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.

(3) Restructuring and other costs in 2023 primarily represents charges associated with our cost reduction plan implemented in the second quarter of 2023.

Restructuring Activities to our consolidated financial statements.

During 2022, charges, and adjustments to those charges, were recorded associated with planning and implementing business restructuring activities, including costs associated with third party consultants advising on our business structure and strategy.

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

Acquisitions and Dispositions to our consolidated financial statements.

(5) Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters.

In 2020, we reversed the previously accrued non-income tax expense of $ 4 million due to success in our claims.

Commitments and Contingencies to our consolidated financial statements.

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Total $ 303,571 $ 314,657

Subsequent Events

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

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

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

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

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

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data