Sabre Corp 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Financial Statements and Supplementary Data Consolidated Financial Statements: Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42 ) 53 Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 56 Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021 57 Consolidated Balance Sheets as of December 31, 2023 and 2022 58 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 59 Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023, 2022 and 2021 60 Notes to Consolidated Financial Statements 61 Financial Statement Schedules: Schedule II — Valuation and Qualifying Accounts as of December 31, 2023, 2022 and 2021 114 52 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sabre Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company ’ s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 15, 2024 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Measurement of IT Solutions Revenue Description of the Matter As discussed in Note 2 of the financial statements, the Company recognized $585 million of IT Solutions revenue. IT Solutions customer agreements are long-term contracts that frequently contain multiple performance obligations. Judgment exists in determining which performance obligations are distinct and accounted for separately. These contracts also contain variable consideration in the form of tiered pricing, contractual minimums or discounts. Judgment exists in estimating the total contract consideration and allocating amounts to each distinct performance obligation. Contracts with variable consideration may require forecasts over the term of the contract to determine the appropriate rate used to recognize revenue. Auditing management’s recognition of IT Solutions revenue was complex and involved a high degree of judgment because of the significant management judgments and estimates required to identify the distinct performance obligations, estimate and allocate contract consideration, and determine the rate used to recognize revenue. 53 How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls related to the Company’s process for recognizing IT Solutions revenue, including management’s review of the significant judgments and estimates used in the identification of distinct performance obligations, the estimation and allocation of amounts to each performance obligation, and the determination of the rate used to recognize revenue. Our audit procedures included, among others, testing management’s identification of the distinct performance obligations based on terms in the contracts and the Company’s policies. Our procedures also included testing the judgments and estimates used to determine the rate to recognize revenue based on the contractual minimums, tiered pricing and other discounts, and current economic conditions. To test the calculation of the amount of consideration allocated to each distinct performance obligation, we performed procedures to test management’s judgments and assumptions related to the allocation of consideration to each distinct performance obligation. Our procedures included an evaluation of the significant assumptions and the accuracy and completeness of the underlying data used in management’s calculation of revenue recognized. We have also evaluated the adequacy of the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these revenue recognition matters. Uncertain Tax Positions Description of the Matter As discussed in Note 8 of the financial statements, the Company operates in the United States and multiple international jurisdictions, and its income tax returns are subject to examination by tax authorities in those jurisdictions who may challenge income tax positions on these returns. Uncertainty in a tax position may arise because tax laws are subject to interpretation. The Company uses significant judgment in (1) determining whether, based on the technical merits, a tax position is more likely than not to be sustained and (2) measuring the amount of tax benefit that qualifies for recognition. As of December 31, 2023, the Company accrued liabilities of $61 million for uncertain tax positions, including penalties and interest. Auditing management’s estimate of the amount of tax benefit that qualifies for recognition involved auditor judgment and use of tax professionals with specialized skills and knowledge to evaluate the Company’s interpretation of, and compliance with, tax laws and legal rulings across its multiple subsidiaries located in multiple taxing jurisdictions. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’s accounting process for uncertain tax positions. For example, we tested controls over the Company’s assessment of the technical merits of tax positions and management’s process to measure the benefit of those tax positions. Among other procedures performed, we involved our tax professionals to assess the technical merits of the Company’s tax positions. This included assessing the Company’s correspondence with the relevant tax authorities and evaluating income tax opinions or other third-party advice obtained by the Company. We also evaluated the appropriateness of the Company’s accounting for its tax positions taking into consideration relevant information, local income tax laws, and legal rulings. We analyzed the Company’s assumptions and data used to determine the amount of tax benefit to recognize and tested the accuracy of the calculations. We have also evaluated the adequacy of the Company’s income tax disclosures included in Note 8 in relation to these tax matters. /s/ Ernst & Young LLP We have served as the Company ’ s auditor since 1993. Dallas, Texas February 15, 2024 54 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Sabre Corporation Opinion on Internal Control Over Financial Reporting We have audited Sabre Corporation ’ s internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Sabre Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Dallas, Texas February 15, 2024 55 SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenue $ 2,907,738 $ 2,537,015 $ 1,688,875 Cost of revenue, excluding technology costs 1,189,606 1,040,819 691,451 Technology costs 1,036,596 1,096,097 1,052,833 Selling, general and administrative 634,393 661,159 610,078 Operating income (loss) 47,143 ( 261,060 ) ( 665,487 ) Other expense: Interest expense, net ( 447,878 ) ( 295,231 ) ( 257,818 ) Loss on extinguishment of debt ( 108,577 ) ( 4,473 ) ( 13,070 ) Equity method income (loss) 2,042 686 ( 264 ) Other, net 13,751 136,645 ( 1,748 ) Total other expense, net ( 540,662 ) ( 162,373 ) ( 272,900 ) Loss from continuing operations before income taxes ( 493,519 ) ( 423,433 ) ( 938,387 ) Provision (benefit) for income taxes 34,729 8,666 ( 14,612 ) Loss from continuing operations ( 528,248 ) ( 432,099 ) ( 923,775 ) Income (loss) from discontinued operations, net of tax 308 ( 679 ) ( 2,532 ) Net loss ( 527,940 ) ( 432,778 ) ( 926,307 ) 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 Net loss attributable to common stockholders $ ( 541,865 ) $ ( 456,833 ) $ ( 950,071 ) Basic net loss per share attributable to common stockholders: Loss from continuing operations $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 ) Loss from discontinued operations — — ( 0.01 ) Net loss per common share $ ( 1.56 ) $ ( 1.40 ) $ ( 2.96 ) Diluted net loss per share attributable to common stockholders: Loss from continuing operations $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 ) Loss from discontinued operations — — ( 0.01 ) Net loss per common share $ ( 1.56 ) $ ( 1.40 ) $ ( 2.96 ) Weighted-average common shares outstanding: Basic 346,567 326,742 320,922 Diluted 346,567 326,742 320,922 See Notes to Consolidated Financial Statements. 56 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2023 2022 2021 Net loss $ ( 527,940 ) $ ( 432,778 ) $ ( 926,307 ) Other comprehensive (loss) income, net of tax: Foreign currency translation adjustments ("CTA") 3,890 ( 1,024 ) ( 7,223 ) Retirement-related benefit plans: Net actuarial (loss) gain, net of taxes of $ 8 , $( 490 ) and $( 517 ) ( 5,179 ) ( 136 ) 36,742 Pension settlement, net of taxes of $ — , $( 691 ), $ — — 6,016 7,529 Amortization of prior service credits, net of taxes of $ — , $ 96 and $ — ( 1,432 ) ( 1,337 ) ( 1,432 ) Amortization of actuarial losses, net of taxes of $ — , $ — and $ — 2,302 6,484 7,985 Net change in retirement-related benefit plans, net of tax ( 4,309 ) 11,027 50,824 Derivatives: Unrealized (losses) gains, net of taxes of $ — , $( 406 ) and $ 26 ( 794 ) 5,658 ( 134 ) Reclassification adjustment for realized (gains) losses, net of taxes of $ — , $ 78 and $( 3,670 ) ( 6,652 ) ( 1,082 ) 12,805 Net change in derivatives, net of tax ( 7,446 ) 4,576 12,671 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 ) Less: Comprehensive loss (income) attributable to noncontrolling interests 332 ( 2,670 ) ( 2,162 ) Comprehensive loss attributable to Sabre Corporation $ ( 535,799 ) $ ( 420,892 ) $ ( 872,799 ) See Notes to Consolidated Financial Statements. 57 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) December 31, 2023 2022 Assets Current assets Cash and cash equivalents $ 648,207 $ 794,888 Restricted cash 21,037 21,035 Accounts receivable, net 343,436 353,587 Prepaid expenses and other current assets 145,911 191,979 Total current assets 1,158,591 1,361,489 Property and equipment, net of accumulated depreciation 233,677 229,419 Equity method investments 22,343 22,401 Goodwill 2,554,039 2,542,087 Acquired customer relationships, net of accumulated amortization 214,190 238,756 Other intangible assets, net of accumulated amortization 161,913 171,498 Deferred income taxes 10,201 38,892 Other assets, net 317,240 358,333 Total assets $ 4,672,194 $ 4,962,875 Liabilities and stockholders’ deficit Current liabilities Accounts payable $ 231,767 $ 171,068 Accrued compensation and related benefits 135,620 122,022 Accrued subscriber incentives 237,421 218,761 Deferred revenues 108,256 66,503 Other accrued liabilities 197,609 213,737 Current portion of debt 4,040 23,480 Total current liabilities 914,713 815,571 Deferred income taxes 30,745 38,629 Other noncurrent liabilities 258,719 264,411 Long-term debt 4,829,461 4,717,091 Commitments and contingencies (Note 17) Redeemable noncontrolling interests 14,375 — Stockholders’ equity Preferred stock; $ 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 — 33 Common stock: $ 0.01 par value; 1,000,000 authorized shares; 405,915 and 353,436 shares issued, 379,569 and 328,542 shares outstanding at December 31, 2023 and 2022, respectively 4,059 3,534 Additional paid-in capital 3,249,901 3,198,580 Treasury stock, at cost, 26,346 and 24,895 shares at December 31, 2023 and 2022, respectively ( 520,124 ) ( 514,215 ) Accumulated deficit ( 4,048,393 ) ( 3,506,528 ) Accumulated other comprehensive loss ( 73,922 ) ( 65,731 ) Noncontrolling interest 12,660 11,500 Total stockholders’ deficit ( 1,375,819 ) ( 872,827 ) Total liabilities and stockholders’ deficit $ 4,672,194 $ 4,962,875 See Notes to Consolidated Financial Statements. 58 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 Operating Activities Net loss $ ( 527,940 ) $ ( 432,778 ) $ ( 926,307 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 148,676 184,633 262,185 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 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 Impairment and related charges — 5,146 — Debt modification costs — 4,905 2,435 Gain on loan converted to equity — ( 3,568 ) — Changes in operating assets and liabilities: Accounts and other receivables ( 1,454 ) ( 122,288 ) ( 17,881 ) Prepaid expenses and other current assets 51,506 ( 22,431 ) 5,837 Capitalized implementation costs ( 8,862 ) ( 12,577 ) ( 19,027 ) Upfront incentive consideration ( 13,942 ) ( 12,113 ) ( 5,980 ) Other assets ( 3,960 ) 42,039 ( 1,838 ) Accrued compensation and related benefits 487 ( 11,857 ) 51,652 Accounts payable and other accrued liabilities 60,527 131,034 70,346 Deferred revenue including upfront solution fees 52,184 ( 15,506 ) ( 4,519 ) Cash provided by (used in) operating activities 56,239 ( 276,458 ) ( 414,654 ) Investing Activities 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 — — 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 Payments on borrowings from lenders ( 1,573,729 ) ( 1,822,661 ) ( 1,061,050 ) Proceeds of borrowings from lenders 1,530,473 1,818,581 1,070,380 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 ) Other financing activities 4,200 ( 332 ) ( 843 ) Payment for settlement of exchangeable notes — — ( 2,540 ) Cash used in financing activities ( 94,219 ) ( 75,370 ) ( 50,558 ) Cash Flows from Discontinued Operations Cash used in operating activities ( 425 ) ( 3,259 ) ( 3,498 ) Cash used in discontinued operations ( 425 ) ( 3,259 ) ( 3,498 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 1,706 ( 2,358 ) ( 2,136 ) 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 Cash, cash equivalents and restricted cash at end of period $ 669,244 $ 815,923 $ 999,391 Cash payments for income taxes $ 24,332 $ 15,620 $ 14,659 Cash payments for interest $ 394,539 $ 286,139 $ 246,933 Capitalized interest $ 5,740 $ 2,232 $ 1,599 Non-cash additions to property and equipment $ — $ 3,025 $ 2,678 See Notes to Consolidated Financial Statements. 59 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands, except share data) Stockholders’ Equity (Deficit) Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Income (Loss) Noncontrolling Interest Total Stockholders' Deficit Shares Amount Shares Amount Shares Amount Balance at December 31, 2020 3,340,000 $ 33 338,661,960 $ 3,387 $ 2,985,077 21,365,227 $ ( 474,790 ) $ ( 2,099,624 ) $ ( 135,957 ) $ 7,028 $ 285,154 Comprehensive loss — — — — — — — ( 928,469 ) 55,670 2,162 ( 870,637 ) Preferred stock 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 Settlement of exchangeable notes — — — — ( 780 ) — — — — — ( 780 ) Issuance of common stock upon conversion of exchangeable notes — — 1,269,497 12 9,813 — — — — — 9,825 Balance at December 31, 2021 3,290,000 33 346,430,421 3,464 3,115,719 22,929,668 ( 498,141 ) ( 3,049,695 ) ( 80,287 ) 9,190 ( 499,717 ) Comprehensive loss — — — — — — — ( 435,448 ) 14,556 2,670 ( 418,222 ) Preferred stock dividend (1) — — — — — — — ( 21,385 ) — — ( 21,385 ) Settlement of stock-based awards — — 7,006,082 70 ( 11 ) 1,965,330 ( 16,074 ) — — — ( 16,015 ) Stock-based compensation expense — — — — 82,872 — — — — — 82,872 Other — — — — — — — — — ( 360 ) ( 360 ) Balance at December 31, 2022 3,290,000 33 353,436,503 3,534 3,198,580 24,894,998 ( 514,215 ) ( 3,506,528 ) ( 65,731 ) 11,500 ( 872,827 ) Comprehensive loss — — — — — — — ( 527,608 ) ( 8,191 ) 1,160 ( 534,639 ) Preferred stock dividend (1) — — — — — — — ( 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 ) Stock-based compensation expense — — — — 52,015 — — — — — 52,015 Other — — ( 632 ) — — — — — ( 632 ) 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 accumulated cumulative dividends at an annual rate of 6.50 %. See Notes to Consolidated Financial Statements. 60 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Summary of Business and Significant Accounting Policies Description of Business Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours,” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. 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. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. The preparation of these annual financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies 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. Revenue Recognition Travel Solutions and Hospitality Solutions’ revenue recognition is primarily driven by GDS and reservation system transactions. Timing of revenue recognition is primarily based on the consistent provision of services in a stand-ready series SaaS environment, and the amount of revenue recognized varies with the volume of transactions processed. Revenue is recognized if it is not considered probable of reversal. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account under Accounting Standards Codification ("ASC") 606. The transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Most of our contracts for GDS services and central reservation system (CRS) services for Hospitality Solutions have a single stand-ready series performance obligation. For 61 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. Our significant product and services and methods of recognition are as follows: Stand-ready series revenue recognition We recognize revenue from usage-based fees for the use of the software which represents a stand-ready performance obligation. Variability in the usage-based fee that does not align with the value provided to the customer can result in a difference between billings to the customer and the timing of contract performance and revenue recognition, which may result in the recognition of a contract asset. This can result in a requirement to forecast expected usage-based fees and volumes over the contract term in order to determine the rate for revenue recognition. This variable consideration is constrained if there is an inability to reliably forecast this revenue or if future reversal is considered probable. Additionally, we may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates of the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. Travel Solutions —Travel Solutions generates distribution revenue for bookings made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")). GDS services link and engage transactions between travel agents and travel suppliers. Revenue is generated from contracts with the travel suppliers as each booking is made or transaction occurs and represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Distribution revenue associated with car rental, hotel transactions and other travel providers is recognized at the time the reservation is used by the customer. Distribution revenue associated with airline travel reservations is recognized at the time of booking of the reservation, net of estimated future cancellations. Cancellations prior to the day of departure are estimated based on historical and expected levels of cancellation rates, adjusted to take into account any recent factors which could cause a change in those rates. Travel Solutions also generates IT Solutions revenue from its product offerings including reservation systems for full-service and low-cost carriers, commercial and operations products, agency solutions and booking data. Reservation system revenue is primarily generated based on the number of passengers boarded. Generally, customers are charged a fixed, upfront solutions fee and a recurring usage-based fee for the use of the software in a stand-ready series performance obligation. In the context of both our reservation systems and our commercial and operations products, upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution. Hospitality Solutions —Hospitality Solutions provides technology solutions and other professional services, through SaaS and hosted delivery models, to hoteliers around the world. Generally, customers are charged an upfront solutions fee and a recurring usage-based fee for the use of the software, which represents a stand-ready series performance obligation where our systems perform the same service each day for the customer, based on the customer’s level of usage. Upfront solutions fees are recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution. Contract Assets and Deferred Customer Advances and Discounts Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on contract terms. Contract assets and deferred customer advances and discounts are reviewed for recoverability on a periodic basis based on a review of impairment indicators, future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. For the years ended December 31, 2023, 2022 and 2021, we did not impair any of these assets as a result of the related contract becoming uncollectible, modified or canceled. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract. Other revenue recognition patterns Travel Solutions also provides other services including development labor or professional consulting. These services can be sold separately or with other products and services, and Travel Solutions may bundle multiple technology solutions in one arrangement with these other services. Revenue from other services consisting of development services that represent minor configuration or professional consulting is generally recognized over the period the services are performed or upon completed delivery. Travel Solutions also directly licenses certain software to its customers where the customer obtains on-site control of the license. Revenue from software license fees is recognized when the customer gains control of the software enabling them to directly use the software and obtain substantially all of the remaining benefits. Fees for ongoing software maintenance are recognized ratably over the life of the contract. Under these arrangements, often we are entitled to minimum fees which are collected over the term of the agreement, while the revenue from the license is recognized at the point when the customer gains control, which results in current and long-term unbilled receivables for these arrangements. 62 Variability in the amounts billed to the customer and revenue recognized coincides with the customer’s level of usage with the exception of upfront solution fees, non-usage based variable consideration, license and maintenance agreements and other services including development labor and professional consulting. Contracts with the same customer which are entered into at or around the same period are analyzed for revenue recognition purposes on a combined basis across our businesses which can impact timing of revenue recognition. For contracts with multiple performance obligations, we account for separate performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result in changes to SSP. Revenue recognition from our Travel Solutions business requires significant judgments such as identifying distinct performance obligations including estimating the total contract consideration and allocating amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation objective, assessing revenue for constraint and forecasting future volumes. For a small number of our contracts, we are required to forecast volumes as a result of pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these judgments and estimates could have an impact on the revenue recognized in future periods. We evaluate whether it is appropriate to record the gross amount of our revenues and related costs by considering whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of our promise to the customer. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and concurrent with specific revenue producing transactions. Incentive Consideration Certain service contracts with significant travel agency customers contain booking productivity clauses and other provisions that allow travel agency customers to receive cash payments or other consideration. We establish liabilities for these commitments and recognize the related expense as these travel agencies earn incentive consideration based on the applicable contractual terms. Periodically, we make cash payments to these travel agencies at inception or modification of a service contract which are capitalized and amortized to cost of revenue, 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. The service contracts are priced so that the additional airline and other booking fees generated over the life of the contract will exceed the cost of the incentive consideration provided. Incentive consideration paid to the travel agency represents a commission paid to the travel agency for booking travel on our GDS. Similar to the revenue cancellation reserve, we record a reduction to incentive expense within cost of revenue, excluding technology costs for amounts considered probable of recovery from travel agencies for incentives previously paid on cancelled bookings. Advertising Costs Advertising costs are expensed as incurred. Advertising costs incurred by our continuing operations totaled $ 11 million, $ 10 million and $ 4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Cash and Cash Equivalents We classify all highly liquid instruments, including money market funds and money market securities with original maturities of three months or less, as cash equivalents. Restricted Cash Restricted cash primarily includes $ 21 million of cash collateral for standby letters of credit associated with guarantees related to our bilateral letter of credit facility issued in conjunction with our Senior Secured Credit Facility. See Note 10. Debt for additional information. Allowance for Credit Losses and Concentration of Credit Risk We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns unique to each and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. 63 The majority of our receivables are trade receivables due in less than one year. In addition to our short-term trade and unbilled receivables, our receivables also include contract assets and long-term trade unbilled receivables. See Note 2. Revenue from Contracts with Customers for more information about these financial assets. Contract assets and long-term receivables are reviewed for recoverability on a periodic basis based on a review of subjective factors and trends in collection data including the aging of our trade receivable balances with these customers and expectations of future global economic growth. Our credit risk is mitigated with carriers who use the Airline Clearing House 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. Our activities include established collection processes, account reconciliations, dispute resolution and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of defaulted receivables. We generally do not require security or collateral from our customers as a condition of sale. We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically provide for credit losses against amounts due to reduce the recorded receivable to the amount we reasonably determine will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over twelve months are fully reserved. Receivables are written off against the allowance when it is probable that all remaining contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of collection efforts, and the lack of ongoing contact or billing with the customer. We maintained an allowance for credit losses of approximately $ 34 million, $ 39 million and $ 60 million at December 31, 2023, 2022 and 2021, respectively. See Note 9. Credit Losses for further considerations involved in the development of this estimate. Derivative Financial Instruments We recognize all derivatives on the consolidated balance sheets at fair value 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”). For derivative instruments not designated as hedging instruments, the gain or loss resulting from the change in fair value is recognized in current earnings during the period of change. No hedging ineffectiveness was recorded in earnings during the periods presented. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization, which is calculated on the straight-line basis. Our depreciation and amortization policies are as follows: Buildings Lesser of lease term or 35 years Leasehold improvements Lesser of lease term or useful life Furniture and fixtures 5 to 15 years Equipment, general office and computer 3 to 5 years Software developed for internal use 3 to 5 years We capitalize certain costs related to our infrastructure, software applications and reservation systems 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. Costs incurred during the preliminary project stage or costs incurred for data conversion activities and training, maintenance and general and administrative or overhead costs are expensed as incurred. Costs that cannot be separated between maintenance of, and relatively minor upgrades and enhancements to, internal use software are also expensed as incurred. See Note 7. Balance Sheet Components, for amounts capitalized as property and equipment in our consolidated balance sheets. 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 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. 64 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. Leases We lease certain facilities under long term operating leases. We determine if an arrangement is a lease at inception. We evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. Operating lease assets are included in operating lease right-of-use (“ROU”) assets within other assets, net and operating lease liabilities are included in other current liabilities and other noncurrent liabilities in our consolidated balance sheets. Finance lease assets are included in property and equipment with associated liabilities included in current portion of debt and long-term debt in our consolidated balance sheets. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we use our internal borrowing rate for leases with a lease term of less than or equal to five years. For leases with a lease term greater than five years, we use our incremental borrowing rate based on the estimated rate of interest for corporate bond borrowings over a similar term of the lease payments. Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight-line basis over the term of the lease. Business Combinations Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. For significant acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and liabilities assumed. The measurement of these fair values requires us to make significant estimates and assumptions which are inherently uncertain. Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had been completed at the acquisition date. Business Divestitures We periodically divest assets that we do not consider core to our business strategy. The carrying value of the net assets held for sale are compared to their fair value, less cost to sell, and any initial adjustments of the carrying value to fair value, less cost to sell are recorded when the held for sale criteria are met. Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs. When the net assets constitute a business, we allocate a portion of the goodwill from the related reporting unit to the carrying value of the net assets held for sale. The amount of goodwill allocated is based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. Goodwill and Intangible Assets Goodwill is the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired in business combinations. Goodwill is not amortized but is reviewed for impairment on an annual basis or more frequently if events and circumstances indicate the carrying amount may not be recoverable. Definite-lived intangible assets are amortized on a straight-line basis and assigned useful economic lives of two to thirty years , depending on classification. The useful economic lives are evaluated on an annual basis. We perform our annual goodwill impairment assessment as of October 1 of each year and interim assessments as required upon the identification of a triggering event. We begin with the qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, 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 not record any goodwill impairment charges for the years ended December 31, 2023, 2022 and 2021. See Note 6. Goodwill and Intangible Assets for additional information. 65 Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of definite lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. If impairment indicators exist for definite-lived intangible assets, the undiscounted future cash flows associated with the expected service potential of the assets are compared to the carrying value of the assets. If our projection of undiscounted future cash flows is in excess of the carrying value of the intangible assets, no impairment charge is recorded. If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets to its fair value. We did not record material intangible asset impairment charges for the years ended December 31, 2023, 2022 and 2021. See Note 6. Goodwill and Intangible Assets for additional information. Equity Method Investments We utilize the equity method to account for our interests in entities that we do not control but over which we exert significant influence. We periodically evaluate investments accounted for under the equity method for impairment by reviewing updated financial information provided by the investee, including valuation information from new financing transactions by the investee and information relating to competitors of investees when available. We own voting interests in various national marketing companies ranging from 20 % to 49 %, a voting interest of 40 % in ESS Elektroniczne Systemy Spzedazy Sp. zo.o, and a voting interest of 20 % in Asiana Sabre, Inc. The carrying value of these equity method investments in joint ventures amounts to $ 19 million as of December 31, 2023 and 2022. Contract Acquisition Costs and Capitalized Implementation Costs We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based on estimated contract value for our Travel Solutions and Hospitality Solutions businesses. These costs are capitalized and reviewed for impairment on an annual basis. We generally amortize these costs, and those for renewals, over the average contract term for those businesses, excluding commissions on contracts with a term of one year or less, which are generally expensed in the period earned and recorded within selling, general and administrative expenses. We incur upfront costs to implement new customer contracts under our SaaS revenue model. We capitalize these costs, including (a) certain external direct costs of materials and services incurred to implement a customer contract and (b) payroll and payroll related costs for employees who are directly associated with and devote time to implementation activities. Capitalized implementation costs are amortized on a straight-line basis over the related contract term, ranging from three to ten years , as they are recoverable through deferred or future revenues associated with the relevant contract. These assets are reviewed for recoverability on a periodic basis or when an event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms. Recoverability is measured based on the future estimated revenue and direct costs of the contract compared to the capitalized implementation costs. See Note 7. Balance Sheet Components and Note 2. Revenue from Contracts with Customers, for additional information. Amortization of capitalized implementation costs, included in depreciation and amortization, totaled $ 23 million, $ 37 million and $ 35 million for the years ended December 31, 2023, 2022 and 2021, respectively. Income Taxes Deferred income tax assets and liabilities are determined based on differences between financial reporting and income tax basis of assets and liabilities and are measured using the tax rates and laws enacted at the time of such determination. We regularly review our deferred tax assets for recoverability and a valuation allowance is provided when it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we make estimates and assumptions regarding projected future taxable income, the reversal of deferred tax liabilities and implementation of tax planning strategies. We reassess these assumptions regularly which could cause an increase or decrease to the valuation allowance, resulting in an increase or decrease in the effective tax rate, and could materially impact our results of operations. We recognize liabilities when we determine a tax position is not more likely than not to be sustained upon examination by the tax authorities. We use significant judgment in determining whether a tax position's technical merits are more likely than not to be sustained and in measuring the amount of tax benefit that qualifies for recognition. For matters that are determined will more likely than not be sustained, we measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. We recognize penalties and interest accrued related to income taxes as a component of the 66 provision for income taxes. As the matters challenged by the taxing authorities are typically complex and open to subjective interpretation, their ultimate outcome may differ from the amounts recognized. We recognize liabilities, if any, related to global low-taxed intangible income (“GILTI”) in the year in which the liability arises and not as a deferred tax liability. Pension and Other Postretirement Benefits We recognize the funded status of our defined benefit pension plans and other postretirement benefit plans in our consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation as of the balance sheet date. The fair value of plan assets represents the cumulative contributions made to fund the pension and other postretirement benefit plans which are invested primarily in domestic and foreign equities and fixed income securities. The benefit obligation of our pension and other postretirement benefit plans are actuarially determined using certain assumptions approved by us. The benefit obligation is adjusted annually in the fourth quarter to reflect actuarial changes and may also be adjusted upon the adoption of plan amendments. These adjustments are initially recorded in accumulated other comprehensive income (loss) and are subsequently amortized over the life expectancy of the plan participants as a component of net periodic benefit costs. Equity-Based Compensation We account for our stock awards and options by recognizing compensation expense, measured at the grant date based on the fair value of the award, on a straight-line basis over the award vesting period, giving consideration as to whether the amount of compensation cost recognized at any date is equal to the portion of grant date value that is vested at that date. Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time vesting period. We recognize equity-based compensation expense net of any actual forfeitures. We measure the grant date fair value of stock option awards as calculated by the Black-Scholes option-pricing model which requires certain subjective assumptions, including the expected term of the option, the expected volatility of our common stock, risk-free interest rates and expected dividend yield. The expected term is estimated by using the “simplified method” which is based on the midpoint between the vesting date and the expiration of the contractual term. We utilized the simplified method due to the lack of sufficient historical experience under our current grant terms. The expected volatility is based on the historical volatility of our stock price. The expected risk-free interest rates are based on the yields of U.S. Treasury securities with maturities appropriate for the expected term of the stock options. The expected dividend yield was based on the calculated yield on our common stock at the time of grant. 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 We remeasure foreign currency transactions into the relevant functional currency and record the foreign currency transaction gains or losses as a component of other, net in our consolidated statements of operations. We translate the financial statements of our non-U.S. dollar functional currency foreign subsidiaries into U.S. dollars in consolidation and record the translation gains or losses as a component of other comprehensive income (loss). Translation gains or losses of foreign subsidiaries related to divested businesses are reclassified into earnings as a component of other, net in our consolidated statements of operations once the liquidation of the respective foreign subsidiaries is substantially complete. Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional expedients and exceptions for applying U.S. GAAP to existing contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued, if certain criteria are met. This standard is effective for all entities upon issuance and is optional through December 31, 2024. 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. The amendments allow multiple hedged layers to be designated for a single closed portfolio for financial assets or one or more beneficial interests secured by a portfolio of financial instruments. As a result, an entity can achieve hedge accounting for hedges of a greater proportion of the interest rate risk inherent in the assets included in the closed portfolio, further aligning hedge accounting with risk management strategies. The standard is effective for public entities for fiscal years beginning after December 15, 2022, with early adoption permitted. We adopted this standard in the first quarter of 2022, which did not have a material impact on our consolidated financial statements. 67 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, SaaS revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of December 31, 2023 and December 31, 2022 (in thousands): Account Consolidated Balance Sheet Location December 31, 2023 December 31, 2022 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 42,029 $ 55,473 Trade and unbilled receivables, net Accounts receivable, net 341,362 352,214 Long-term trade unbilled receivables, net Other assets, net 20,265 16,129 Contract liabilities Deferred revenues / other noncurrent liabilities 166,911 115,151 _______________________________ (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. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software. During the year ended December 31, 2022, we recorded an impairment of $ 5 million on our unbilled receivables due to the expected impact of Russian legislation and related regulations enacted during the year on the future recoverability of these assets. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 9. Credit Losses. Revenue The following table presents our revenues disaggregated by business (in thousands): Year Ended December 31, 2023 2022 2021 Distribution $ 2,057,044 $ 1,622,545 $ 901,478 IT Solutions (1) 585,033 688,730 602,061 Total Travel Solutions 2,642,077 2,311,275 1,503,539 SynXis Software and Service 275,017 227,301 178,940 Other 29,152 27,319 23,688 Total Hospitality Solutions 304,169 254,620 202,628 Eliminations ( 38,508 ) ( 28,880 ) ( 17,292 ) Total Sabre Revenue $ 2,907,738 $ 2,537,015 $ 1,688,875 _______________________________ (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, 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. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. See Note 1. Summary of Business and Significant Accounting Policies regarding revenue recognition of our various revenue streams for more information. We estimate future cancellations using the expected value approach at the end of each reporting period based on the number of undeparted bookings, expected cancellations and an estimated rate. Our cancellation reserve is sensitive to our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and 68 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 We incur contract costs in the form of acquisition costs and implementation costs. Contract acquisition costs are related to new contracts with our customers in the form of sales commissions based on the estimated contract value. We incur contract implementation costs to implement new customer contracts under our SaaS revenue model . We periodically assess contract costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, 2023 and 2022. See Note 1. Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization of acquisition and implementation costs. The following table presents the activity of our acquisition costs and capitalized implementation costs for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Contract acquisition costs: Beginning balance $ 19,417 $ 22,309 Additions 6,500 6,918 Amortization ( 6,397 ) ( 5,635 ) Dispositions — ( 4,175 ) Ending balance $ 19,520 $ 19,417 Capitalized implementation costs: Beginning balance $ 82,711 $ 109,762 Additions 8,862 12,577 Amortization ( 23,031 ) ( 36,982 ) Impairment ( 1,519 ) ( 518 ) Other 513 ( 2,128 ) Ending balance $ 67,536 $ 82,711 3. Acquisitions and Dispositions Conferma In August 2022, we completed the acquisition of Conferma Limited ("Conferma"), a virtual payments technology company, to expand our investment in technology for the payments ecosystem in the travel industry . We ac quired all of the outstanding stock and ownership interest of Conferma through the exercise of a call option, for net cash of $ 62 million and the conversion of a pre-existing loan receivable into share capital of $ 11 million. We recognized a gain of approximately $ 4 million upon conversion of the loan for the difference between the carrying value and fair 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. See Note 4. 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. On February 28, 2022, we completed the sale of AirCentre to a third party for net cash proceeds of $ 392 million. The operating results of AirCentre are included within Travel Solutions for all periods presented through the date of sale. The net assets of AirCentre disposed of primarily included goodwill of $ 146 million, working capital of $ 34 million, and other assets, net of $ 25 million. We recorded a pre-tax gain on sale of approximately $ 180 million (after-tax $ 112 million ) in Other, net in our consolidated statements of operations for the year ended December 31, 2022. 4. 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. We 69 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 5. 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 6. Goodwill and Intangible Assets Changes in the carrying amount of goodwill during the years ended December 31, 2023 and 2022 are as follows (in thousands): Travel Solutions Hospitality Solutions Total Goodwill Balance as of December 31, 2021 $ 2,314,517 $ 155,689 $ 2,470,206 Acquired 61,021 4,434 65,455 Adjustments (1) 6,426 — 6,426 Balance as of December 31, 2022 2,381,964 160,123 2,542,087 Acquired — 9,436 9,436 Adjustments (1) 2,516 — 2,516 Balance as of December 31, 2023 $ 2,384,480 $ 169,559 $ 2,554,039 ________________________ (1) Includes net foreign currency effects during the years ended December 31, 2023 and 2022. 70 The following table presents our intangible assets as of December 31, 2023 and 2022 (in thousands): December 31, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Acquired customer relationships $ 1,041,719 $ ( 827,529 ) $ 214,190 $ 1,041,782 $ ( 803,026 ) $ 238,756 Trademarks and brand names 334,434 ( 190,948 ) 143,486 334,390 ( 180,065 ) 154,325 Reacquired rights 113,500 ( 113,500 ) — 113,500 ( 113,500 ) — Purchased technology 449,936 ( 431,509 ) 18,427 443,667 ( 426,493 ) 17,174 Acquired contracts, supplier and distributor agreements 37,600 ( 37,600 ) — 37,600 ( 37,600 ) — Non-compete agreements 13,953 ( 13,953 ) — 13,953 ( 13,953 ) — Total intangible assets $ 1,991,142 $ ( 1,615,039 ) $ 376,103 $ 1,984,892 $ ( 1,574,637 ) $ 410,255 Amortization expense relating to intangible assets subject to amortization totaled $ 40 million, $ 51 million and $ 64 million for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense related to intangible assets subject to amortization for each of the five succeeding years and beyond is as follows (in thousands): 2024 $ 37,922 2025 35,208 2026 34,936 2027 34,476 2028 33,117 2029 and thereafter 200,444 Total $ 376,103 7. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2023 2022 Prepaid Expenses $ 42,863 $ 94,339 Investment in securities (1) 51,970 54,303 Value added tax receivable 30,005 26,953 Other 21,073 16,384 Prepaid expenses and other current assets $ 145,911 $ 191,979 ______________________ (1) See Note 12. Fair Value Measurements for further detail. 71 Property and Equipment, Net Property and equipment, net consists of the following (in thousands): December 31, 2023 2022 Buildings and leasehold improvements $ 28,000 $ 27,363 Furniture, fixtures and equipment 31,933 33,216 Computer equipment 121,359 281,055 Software developed for internal use 1,903,576 1,827,000 Property and equipment 2,084,868 2,168,634 Accumulated depreciation and amortization ( 1,851,191 ) ( 1,939,215 ) Property and equipment, net $ 233,677 $ 229,419 Other Assets, Net Other assets, net consist of the following (in thousands): December 31, 2023 2022 Capitalized implementation costs, net $ 67,536 $ 82,711 Deferred upfront incentive consideration 63,509 67,476 Long-term contract assets and customer advances and discounts (1) 42,538 56,448 Right-of-Use asset (2) 69,895 85,238 Long-term trade unbilled receivables (1) 20,265 16,129 Other 53,497 50,331 Other assets, net $ 317,240 $ 358,333 ________________________________ (1) Refer to Note 2. Revenue from Contracts with Customers for additional information. (2) Refer to Note 13. Leases for additional information. Other Noncurrent Liabilities Other noncurrent liabilities consist of the following (in thousands): December 31, 2023 2022 Pension and other postretirement benefits $ 74,288 $ 83,078 Deferred revenue 50,534 40,390 Lease liabilities (1) 56,277 68,068 Other 77,620 72,875 Other noncurrent liabilities $ 258,719 $ 264,411 ___________________________ (1) Refer to Note 13. Leases, for additional information. 72 Accumulated Other Comprehensive Loss Accumulated other comprehensive loss consists of the following (in thousands): December 31, 2023 2022 Defined benefit pension and other postretirement benefit plans $ ( 78,056 ) $ ( 73,746 ) Unrealized foreign currency translation gain 9,147 5,257 Unrealized (loss) gain on interest rate swaps ( 2,869 ) 4,577 Share of other comprehensive loss of equity method investment ( 2,144 ) ( 1,819 ) Total accumulated other comprehensive loss, net of tax $ ( 73,922 ) $ ( 65,731 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is included in Other, net. See Note 11. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. 8. Income Taxes The components of pretax income from continuing operations, generally based on the jurisdiction of the legal entity, were as follows: Year Ended December 31, 2023 2022 2021 Components of pre-tax loss: Domestic $ ( 551,182 ) $ ( 380,367 ) $ ( 738,394 ) Foreign 57,663 ( 43,066 ) ( 199,993 ) $ ( 493,519 ) $ ( 423,433 ) $ ( 938,387 ) The provision for income taxes relating to continuing operations consists of the following: Year Ended December 31, 2023 2022 2021 Current portion: Federal $ 440 $ 12,224 $ ( 1,575 ) State and Local 1,272 2,439 ( 709 ) Non U.S. 10,730 11,309 15,187 Total current 12,442 25,972 12,903 Deferred portion: Federal ( 1,170 ) ( 1,041 ) ( 2,223 ) State and Local 18,054 ( 1,759 ) 563 Non U.S. 5,403 ( 14,506 ) ( 25,855 ) Total deferred 22,287 ( 17,306 ) ( 27,515 ) Total provision (benefit) for income taxes $ 34,729 $ 8,666 $ ( 14,612 ) 73 The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows: Year Ended December 31, 2023 2022 2021 Income tax provision at statutory federal income tax rate $ ( 103,639 ) $ ( 88,921 ) $ ( 197,061 ) State income taxes, net of federal benefit ( 6,733 ) ( 3,844 ) ( 9,414 ) Impact of non U.S. taxing jurisdictions, net ( 6,262 ) 10,343 26,029 Goodwill — 24,590 — Base erosion and anti-abuse tax 9,818 9,474 — Employee stock based compensation 9,758 7,853 9,836 Research tax credit ( 31,296 ) ( 9,134 ) ( 16,901 ) Valuation Allowance 163,097 59,827 176,921 Other, net ( 14 ) ( 1,522 ) ( 4,022 ) Total provision (benefit) for income taxes $ 34,729 $ 8,666 $ ( 14,612 ) The components of our deferred tax assets and liabilities are as follows: As of December 31, 2023 2022 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 Deferred revenue 36,714 26,890 Bond discounts 18,132 — Lease liabilities 16,756 19,713 Pension obligations 16,688 18,249 Suspended loss 14,702 14,814 Accrued expenses 10,480 9,658 Incentive consideration 2,207 2,761 Other 461 — Total deferred tax assets 785,391 643,114 Deferred tax liabilities: Intangible assets ( 88,608 ) ( 95,295 ) Non U.S. 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 ) Total deferred tax liabilities ( 154,520 ) ( 158,585 ) Valuation allowance ( 651,415 ) ( 484,266 ) 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. We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2023, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes. We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2023 and have not provided deferred taxes on any outside basis differences. As of December 31, 2023, we have U.S. federal NOL carryforwards of approximately $ 448 million, which primarily have an indefinite carryforward period. 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, 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. However, we expect that Section 382 will not limit our ability to fully realize the tax benefits. 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 $ 660 million of NOL carryforwards and $ 7 million 74 of foreign tax credits related to certain non-U.S. taxing jurisdictions that are primarily from countries with indefinite carryforward periods. We regularly review our deferred tax assets for realizability and a valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible. When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income. Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $ 486 million and $ 47 million, respectively as of December 31, 2023. For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $ 118 million as of December 31, 2023. We reassess these assumptions regularly, which could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate and could materially impact our results of operations. It is our policy to recognize penalties and interest accrued related to income taxes as a component of the provision for income taxes from continuing operations. During the years ended December 31, 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. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Year Ended December 31, 2023 2022 2021 Balance at beginning of year $ 75,962 $ 84,929 $ 73,054 Additions for tax positions taken in the current year 6,275 3,641 3,655 Additions for tax positions of prior years 1,737 2,276 12,625 Reductions for tax positions of prior years ( 19,466 ) ( 8,846 ) ( 29 ) Reductions for tax positions of expired statute of limitations ( 18,485 ) ( 2,900 ) ( 4,376 ) Settlements ( 4,939 ) ( 3,138 ) — Balance at end of year $ 41,084 $ 75,962 $ 84,929 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 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. It is reasonably possible that $ 4 million in unrecognized tax benefits may be resolved in the next twelve months, due to statute of limitations expiration. In the normal course of business, we are subject to examination by taxing authorities throughout the world. The following table summarizes, by major tax jurisdiction, our tax years that remain subject to examination by taxing authorities: Tax Jurisdiction Years Subject to Examination United Kingdom 2020 - forward Singapore 2018 - forward India 1998 - forward Uruguay 2018 - forward U.S. Federal 2017, 2020 - forward Texas 2016 - forward We currently have ongoing audits in India and various other jurisdictions. We do not expect that the results of these examinations will have a material effect on our financial condition or results of operations. With few exceptions, we are no longer subject to income tax examinations by tax authorities for years prior to 2012. 75 9. Credit Losses 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): Year Ended December 31, 2023 Balance at December 31, 2021 $ 59,646 Provision for expected credit losses ( 285 ) Write-offs ( 19,928 ) Other ( 618 ) Balance at December 31, 2022 38,815 Provision for expected credit losses 5,872 Write-offs ( 10,600 ) Other 256 Balance at December 31, 2023 $ 34,343 We regularly monitor the financial condition of the air transportation industry. The credit risk related to the air carriers’ difficulties is significantly mitigated by the fact that we collect a significant portion of the receivables from these carriers through the ACH. As of December 31, 2023, approximately 53 % of our air customers make payments through the ACH which accounts for approximately 82 % of transaction revenue related to air customers. For these carriers, the use of ACH mitigates our credit risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit risk through our normal reserve policies. 10. Debt As of December 31, 2023 and 2022, our outstanding debt included in our consolidated balance sheets totaled $ 4,834 million and $ 4,741 million, respectively, which are net of debt issuance costs of $ 63 million and $ 44 million, respectively, and unamortized discounts of $ 65 million and $ 54 million, respectively. The following table sets forth the face values of our outstanding debt as of December 31, 2023 and 2022 (in thousands): December 31, Rate Maturity 2023 2022 Senior secured credit facilities: 2021 Term Loan B-1 S (1) + 3.50 % December 2027 $ 392,015 $ 397,940 2021 Term Loan B-2 S (1) + 3.50 % December 2027 614,151 634,340 2022 Term Loan B-1 S (1) + 4.25 % June 2028 603,447 620,313 2022 Term Loan B-2 S (1) + 5.00 % 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 9.25 % April 2025 38,895 775,000 7.375 % senior secured notes due 2025 7.375 % September 2025 63,019 850,000 4.00 % senior exchangeable notes due 2025 4.00 % April 2025 333,220 333,220 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 Face value of total debt outstanding 4,961,903 4,839,126 Less current portion of debt outstanding ( 4,040 ) ( 23,480 ) Face value of long-term debt outstanding $ 4,957,863 $ 4,815,646 _____________________________ (1) Represents the Secured Overnight Financing Rate ("SOFR"). (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 %. 76 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 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. The March 2022 Refinancing included the application of the proceeds of a new $ 625 million term loan “B” facility (the “2022 Term Loan B-1 Facility”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 623 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement. The remaining proceeds, net of a discount of $ 1 million, were used to pay $ 1 million in other fees and expenses. We incurred an additional discount of $ 5 million and other fees of $ 3 million which were funded with cash on hand. We recognized a loss on extinguishment of debt in connection with the March 2022 Refinancing during the year ended December 31, 2022, of $ 4 million and debt modification costs for financing fees of $ 1 million recorded to Other, net. The 2022 Term Loan B-1 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-1 Facility after 12 months or to prepay or repay at a 101 premium before that date. The interest rates on the 2022 Term Loan B-1 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin. On August 15, 2022, we entered into an amendment to refinance a portion of 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. The August 2022 Refinancing included the application of the proceeds of a new $ 675 million term loan “B” facility (the “2022 Term Loan B-2 Facility”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $ 647 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement. The remaining proceeds, net of a discount of $ 25 million, were used to pay $ 3 million in other fees and expenses. We incurred an additional discount of $ 9 million and other fees of $ 2 million which were funded with cash on hand. We recognized debt modification costs for financing fees in connection with the August 2022 Refinancing during the year ended December 31, 2022 of $ 5 million recorded to Other, net. No loss on extinguishment of debt was recorded as a result of the August 2022 Refinancing. The 2022 Term Loan B-2 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months or to prepay or repay at a 101 premium before that date. The interest rates on the 2022 Term Loan B-2 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin. On December 6, 2022, we used the proceeds of the December 2027 Notes (as defined below) issuance to redeem the remaining principal balance on the 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. Principal Payments The 2021 Term Loan B-1 and the 2021 Term Loan B-2 mature on December 17, 2027 and require principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due. 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. We are also required to pay down the term loans by an amount equal to 50 % of annual excess cash flow, as defined in the Amended and Restated Credit Agreement. This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved. Based on our results for the year ended December 31, 2022, we were not required to make an excess cash flow payment in 2023, and no excess cash flow payment is expected to be required in 2024 with respect to our results for the year ended December 31, 2023. We are further required to pay down the term loan with proceeds from certain asset sales or borrowings as defined in the Amended and Restated Credit Agreement. Financial Covenants Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. We are further required to pay down the term loans with proceeds from certain asset 77 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. Interest 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. The Term SOFR rate is based on SOFR for all U.S. dollar borrowings and has a floor. We have elected the one-month SOFR as the floating interest rate on our outstanding term loans that are subject to SOFR. Interest payments are due on the last day of each month as a result of electing one-month SOFR. Term SOFR borrowings Base rate borrowings Applicable Margin Applicable Margin 2021 Term Loan B-1 3.50 % (1) 2.50 % (1) 2021 Term Loan B-2 3.50 % (1) 2.50 % (1) 2022 Term Loan B-1 4.25 % (2) 3.25 % (2) 2022 Term Loan B-2 5.00 % (2) 4.00 % (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: Year Ended December 31, 2023 2022 2021 Including the impact of interest rate swaps 9.93 % 5.58 % 3.91 % 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. 78 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 On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 775 million aggregate principal amount of 9.250 % senior secured notes due 2025 (the “April 2025 Notes”). The April 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The April 2025 Notes bear interest at a rate of 9.250 % per annum and interest payments are due semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The April 2025 Notes mature on April 15, 2025. The net proceeds received from the sale of the April 2025 Notes of $ 763 million, net of underwriting fees and commissions, are being used for general corporate purposes. 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”). The September 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The September 2025 Notes bear interest at a rate of 7.375 % per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The September 2025 Notes mature on September 1, 2025. The net proceeds of $ 839 million received from the sale of the September 2025 Notes, net of underwriting fees and commissions, plus cash on hand, was used to: (1) repay approximately $ 319 million principal amount of debt under the Term Loan A; (2) redeem all of our $ 530 million outstanding 5.375 % senior secured notes due April 2023; and (3) repay approximately $ 3 million principal amount of debt under the Term Loan B. We recognized a loss on extinguishment of debt of $ 10 million during the year ended December 31, 2020 in connection with these transactions which consisted of a redemption premium of $ 7 million and the write-off of unamortized debt issuance costs of $ 3 million. 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”). The December 2027 Notes were issued at a discount of 1.866 %. The December 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The December 2027 Notes bear interest at a rate of 11.250 % per annum and interest payments are due semi-annually in arrears on June 15 and December 15 of each year, beginning June 15, 2023. The December 2027 Notes mature on December 15, 2027. The net proceeds of $ 545 million received from the sale of the December 2027 Notes, net of a discount of $ 10 million, were used to repay approximately $ 536 million principal amount of debt under 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. 79 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. AR Facility 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 On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “Exchangeable Notes”). The Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the Exchangeable Notes. As of December 31, 2023, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding. 80 Under the terms of indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as "our common stock" herein) at the following times or circumstances: • during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the indenture, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the indenture governing the notes); • upon the occurrence of specified corporate events; or • on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the indenture governing the Exchangeable Notes), the holders of the Exchangeable Notes may require us to repurchase all or part of the principal amount of the Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. As of December 31, 2023 , none of the conditions allowing holders of the Exchangeable Notes to exchange have been met. The Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial conversion rate of 126.9499 shares of common stock per $1,000 principal amount of the Exchangeable Notes, which is equivalent to an initial conversion price of approximately $ 7.88 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the Exchangeable Notes Indenture) occurs with respect to any Exchangeable Note and the exchange date for the exchange of such Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the Exchangeable Notes Indenture), then, subject to the provisions set forth in the Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes. 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 Principal $ 333,220 $ 333,220 Less: Unamortized debt issuance costs 3,256 5,642 Net carrying value $ 329,964 $ 327,578 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 Contractual interest expense $ 13,329 $ 13,329 Amortization of issuance costs $ 2,386 $ 2,275 81 Aggregate Maturities As of December 31, 2023, aggregate maturities of our long-term debt were as follows (in thousands): Amount Years Ending December 31, 2024 $ 4,040 2025 553,120 2026 16,730 2027 2,405,529 2028 1,982,484 Total $ 4,961,903 11. Derivatives Hedging Objectives —We are exposed to certain risks relating to ongoing business operations. 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 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 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. 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: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 600 million 1 month LIBOR (1) 2.81 % December 31, 2020 December 31, 2021 $ 200 million 1 month SOFR (2) 1.71 % (3) April 30, 2022 December 31, 2023 $ 150 million 1 month SOFR (2) 2.79 % (4) June 30, 2022 December 31, 2023 $ 250 million 1 month SOFR (2) 4.72 % June 30, 2023 June 30, 2026 $ 250 million 1 month SOFR (2) 3.88 % December 31, 2023 December 31, 2024 ____________________ (1) Subject to a 0 % floor. (2) Subject to a 0.5 % floor. (3) Fixed fee of 1.71 % effective April 30, 2022, and expiring December 30, 2022, and 3.09 % effective December 31, 2022, and expiring December 31, 2023. (4) Fixed fee of 2.79 % effective June 30, 2022, and expiring December 30, 2022, and 3.98 % effective December 31, 2022, and expiring December 31, 2023. In 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 82 Loan B-2 for the periods through June 2026. We designated these swaps as cash flow hedges. 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, Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location 2023 2022 Interest rate swaps Prepaid expenses and other current assets $ 2,413 $ 4,905 Interest rate swaps Other noncurrent liabilities ( 4,129 ) ( 168 ) Total $ ( 1,716 ) $ 4,737 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 (Losses) Gains Recognized in OCI on Derivative, Effective Portion Year Ended December 31, Derivatives in Cash Flow Hedging Relationships 2023 2022 2021 Interest rate swaps $ ( 794 ) $ 5,658 $ ( 134 ) Total $ ( 794 ) $ 5,658 $ ( 134 ) Amount of (Gains) Losses Reclassified from Accumulated OCI into Income, Effective Portion Year Ended December 31, Derivatives in Cash Flow Hedging Relationships Income Statement Location 2023 2022 2021 Interest rate swaps Interest expense, net $ ( 6,652 ) $ ( 1,082 ) $ 12,805 Total $ ( 6,652 ) $ ( 1,082 ) $ 12,805 12. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Interest Rate Swaps— The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services. 83 Pension Plan Assets —See Note 17. Pension and Other Postretirement Benefit Plans, for fair value information on our pension plan assets. Money market funds —Our valuation technique used to measure the fair values of our money market funds was derived from quoted market prices and active markets for these instruments that exist. Time deposits —Our valuation technique used to measure the fair values of our time deposit instruments was derived from the following: non-binding market consensus prices that were corroborated by observable market data and quoted market prices for similar instruments. Investment in securities— In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $ 0.0001 per share, of Global Business Travel Group, Inc. ("GBT") for an aggregate purchase price of $ 80 million, which is included in prepaid expenses and other current assets in our consolidated balance sheets. As of December 31, 2023, we continued to own these 8 million shares. The terms of these shares do not contain any restrictions that would impact our ability to sell the shares in the future. The fair value of our investment in GBT is based on its share price, a Level 1 input, as the stock is publicly traded on the New York Stock Exchange under the symbol GBTG. The following tables present our assets (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 Assets: December 31, 2023 Level 1 Level 2 Level 3 Derivatives (1) Interest rate swap contracts $ 2,413 $ — $ 2,413 $ — Investment in securities 51,970 51,970 — — Money market funds 261,551 261,551 — — Time deposits 177,608 — 177,608 — Total assets $ 493,542 $ 313,521 $ 180,021 $ — Liabilities: Derivatives (1) Interest rate swap contracts $ ( 4,129 ) $ — $ ( 4,129 ) $ — Total liabilities $ ( 4,129 ) $ — $ ( 4,129 ) $ — ______________________ (1) See Note 11. Derivatives for further detail. Fair Value at Reporting Date Using Assets: 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 assets $ 657,295 $ 207,555 $ 449,740 $ — Liabilities: Derivatives (1) Interest rate swap contracts $ ( 168 ) $ — $ ( 168 ) $ — Total liabilities $ ( 168 ) $ — $ ( 168 ) $ — ______________________ (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, 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 84 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): 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 2021 Term Loan B-2 540,069 610,545 578,042 629,832 2022 Term Loan B-1 535,559 598,419 567,974 614,139 2022 Term Loan B-2 576,343 618,888 623,235 640,899 Senior Secured Term Loan Due 2028 726,582 732,901 — — 9.25 % senior secured notes due 2025 38,291 38,895 774,128 775,000 7.375 % senior secured notes due 2025 60,496 63,019 813,539 850,000 4.00 % senior exchangeable notes due 2025 326,841 333,220 358,440 333,220 8.625 % senior secured notes due 2027 776,598 852,987 — — 11.25 % senior secured notes due 2027 545,024 546,384 572,058 544,770 _____________________ (1) Excludes net unamortized debt issuance costs. Assets that are Measured at Fair Value on a Nonrecurring Basis As described in Note 1. Summary of Business and Significant Accounting Policies, we assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. 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. 13. Leases We lease certain facilities under long-term operating leases. Operating lease assets are included in operating lease right-of-use (“ROU”) assets within other assets, net and operating lease liabilities are included in other accrued liabilities and other noncurrent liabilities in our consolidated balance sheets. The following table presents the components of lease expense for the years ended December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Operating lease cost $ 17,502 $ 21,588 The following table presents supplemental cash flow information related to leases (in thousands): Year Ended December 31, 2023 2022 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 16,715 $ 20,508 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ 1,221 $ 4,676 85 The following table presents supplemental balance sheet information related to leases (in thousands): December 31, 2023 2022 Operating Leases Operating lease right-of-use assets $ 69,895 $ 85,238 Other accrued liabilities 16,123 17,160 Other noncurrent liabilities 56,277 68,068 Total operating lease liabilities $ 72,400 $ 85,228 The following table presents other supplemental information related to leases: December 31, 2023 2022 Weighted Average Remaining Lease Term (in years) Operating leases 7.0 7.5 Weighted Average Discount Rate Operating leases 6.9 % 5.7 % Lease Commitments We lease certain facilities under long term operating leases. Collectively, we lease approximately 800 thousand square feet of office space in 61 locations in 38 countries. Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight line basis over the term of the lease. Our leases have remaining minimum terms that range between one and nine years . Some of our leases include options to extend for up to ten additional years; 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): Year Ending December 31, Operating Leases 2024 $ 16,720 2025 13,695 2026 12,331 2027 9,141 2028 10,722 Thereafter 29,872 Total 92,481 Imputed Interest ( 20,081 ) Total $ 72,400 14. Stock and Stockholders’ Equity Preferred Stock On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50 % Series A Mandatory Convertible Preferred Stock (the "Preferred Stock"), which generated net proceeds of approximately $ 323 million for use as general corporate purposes. During the year ended December 31, 2021, a certain holder elected to convert 50,000 shares of preferred stock to 595,240 shares of common stock, leaving 3,290,000 shares outstanding. 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 86 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 In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the years ended December 31, 2023, 2022 and 2021 we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we undertook as a result of the market conditions caused by COVID-19. 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, at our election. As of December 31, 2023, we have $ 333 million aggregate principal amount of Exchangeable Notes outstanding. See Note 10. Debt for further details. Until the notes mature, we expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock. 15. 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"), 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 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, 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 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. Options granted are exercisable for up to 10 years. RSUs generally vest over a four year period with 25 % vesting annually. PSUs granted prior to 2020 generally vest over a four year period with 25 % vesting annually. During 2020, 2021, 2022 and 2023, we granted PSUs that vest over a three year period in equal annual installments, as well as PSUs that cliff vest at the end of one , two, or three years , depending on the terms of the grant. Vesting of PSUs is dependent upon the achievement of certain company-based performance measures. Stock-based compensation expense for all awards totaled $ 52 million, $ 83 million and $ 121 million for the years ended December 31, 2023, 2022 and 2021, respectively. The fair value of the stock options granted was estimated at the date of grant using the Black-Scholes option pricing model. For further details on these assumptions, see Note 1. Summary of Business and Significant Accounting Policies. No stock options were granted during the year ended December 31, 2023 and 2022. The following table summarizes the weighted-average assumptions used in 2021: 87 Year Ended December 31, 2021 Exercise price $ 11.81 Average risk-free interest rate 0.67 % Expected life (in years) 6.00 Expected volatility 54.95 % Dividend yield — % The following table summarizes the stock option award activities under our outstanding equity-based compensation plans and agreements for the year ended December 31, 2023: Weighted-Average Quantity Exercise Price Remaining Contractual Term (years) Aggregate Intrinsic Value (in thousands) (1) Outstanding at December 31, 2022 2,635,556 $ 13.64 5.2 $ — Forfeited ( 25,131 ) 12.88 Expired ( 862,670 ) 16.56 Outstanding at December 31, 2023 1,747,755 $ 12.20 5.5 $ — Vested and exercisable at December 31, 2023 1,747,755 $ 12.20 5.5 $ — ______________________ (1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options awards and the closing price of our common stock of $ 4.40 and $ 6.18 on December 31, 2023 and 2022, respectively. If the aggregate intrinsic value is negative, it is assigned a nil value. 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: Quantity Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 10,710,075 $ 10.92 Granted 17,102,726 3.58 Vested ( 4,279,551 ) 11.98 Forfeited ( 2,948,055 ) 7.00 Unvested at December 31, 2023 20,585,195 $ 5.10 The total fair value of RSUs vested, as of their respective vesting dates, was $ 51 million, $ 68 million, and $ 62 million during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, approximately $ 67 million in unrecognized compensation expense associated with RSUs will be recognized over a weighted average period of 2.7 years. The following table summarizes the activities for our PSUs for the year ended December 31, 2023: Quantity Weighted-Average Grant Date Fair Value Unvested at December 31, 2022 3,439,728 $ 12.14 Granted 3,757,560 3.51 Vested ( 920,813 ) 12.01 Forfeited ( 405,861 ) 11.49 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 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 88 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. As of December 31, 2023, unrecognized compensation expense associated with PSUs expected to vest totaled $ 7 million and $ 3 million for the annual measurement periods ending December 31, 2024 and 2025, respectively. 16. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Loss from continuing operations $ ( 528,248 ) $ ( 432,099 ) $ ( 923,775 ) Less: Net (loss) income attributable to non-controlling interests ( 332 ) 2,670 2,162 Less: Preferred stock dividends 14,257 21,385 21,602 Net loss from continuing operations available to common stockholders, basic and diluted $ ( 542,173 ) $ ( 456,154 ) $ ( 947,539 ) Denominator: Basic weighted-average common shares outstanding 346,567 326,742 320,922 Diluted weighted-average common shares outstanding 346,567 326,742 320,922 Earnings per share from continuing operations: Basic $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 ) Diluted $ ( 1.56 ) $ ( 1.40 ) $ ( 2.95 ) 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. The calculation of diluted weighted-average shares excludes the impact of 6 million, 4 million, and 2 million for the years ended December 31, 2023, 2022 and 2021, respectively, of anti-dilutive common stock equivalents. We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share. Under the if-converted method, the Exchangeable Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximately 42 million 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. 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. See Note 14. Stock and Stockholders’ Equity for further details. 17. Pension and Other Postretirement Benefit Plans 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. 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. 89 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. The LPP was amended to freeze pension benefit accruals as of December 31, 2005, and as a result, no additional pension benefits have been accrued since that date. In April 2008, we amended the LPP to add a lump sum optional form of payment which participants may elect when their plan benefits commence. The effect of the amendment was to decrease the projected benefit obligation by $ 34 million, which is being amortized over 23.5 years, representing the weighted average of the lump sum benefit period and the life expectancy of all plan participants. We also sponsor postretirement benefit plans for certain employees in Canada and other jurisdictions. The following tables provide a reconciliation of the changes in the LPP’s benefit obligations and fair value of assets during the years ended December 31, 2023 and 2022, and the unfunded status as of December 31, 2023 and 2022 (in thousands): Year Ended December 31, 2023 2022 Change in benefit obligation: Benefit obligation at January 1 $ ( 297,763 ) $ ( 417,959 ) Interest cost ( 16,151 ) ( 11,901 ) Actuarial (loss) gain, net ( 5,854 ) 97,123 Benefits paid 27,556 19,055 Lump sum settlement — 15,919 Benefit obligation at December 31 $ ( 292,212 ) $ ( 297,763 ) Change in plan assets: Fair value of assets at January 1 $ 214,574 $ 333,791 Actual return on plan assets 19,193 ( 84,243 ) Employer contributions 12,650 — Benefits paid ( 27,556 ) ( 19,055 ) Lump sum settlement — ( 15,919 ) Fair value of assets at December 31 $ 218,861 $ 214,574 Unfunded status at December 31 $ ( 73,351 ) $ ( 83,189 ) 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 as of December 31, 2023 and 2022, respectively, are as follows (in thousands): December 31, 2023 2022 Net actuarial loss $ ( 112,270 ) $ ( 109,444 ) Prior service credit 4,802 6,234 Pension settlement 28,241 28,241 Accumulated other comprehensive loss $ ( 79,227 ) $ ( 74,969 ) 90 The following table provides the components of net periodic benefit costs associated with the LPP and the principal assumptions used in the measurement of the LPP benefit obligations and net benefit costs for the three years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Interest cost (1) $ 16,151 $ 11,901 $ 11,822 Expected return on plan assets (1) ( 17,429 ) ( 14,131 ) ( 14,334 ) Amortization of prior service credit (1) ( 1,432 ) ( 1,433 ) ( 1,432 ) Amortization of actuarial loss (1) 2,302 6,484 7,985 Net periodic benefit $ ( 408 ) $ 2,821 $ 4,041 Settlement charge (1) — 6,707 7,529 Net (benefit) cost $ ( 408 ) $ 9,528 $ 11,570 Weighted-average discount rate used to measure benefit obligations 5.38 % 5.72 % 2.97 % Weighted average assumptions used to determine net benefit cost: Discount rate (2) 5.72 % 2.97 % 2.60 % Expected return on plan assets 6.90 % 5.00 % 5.00 % ________________________________ (1) Included in Other, net on our consolidated statement of operations. (2) Discount rates are as of January 1 of the respective years. Due to settlements during 2022 and 2021, additional discount rates assumed are as follows: June 30, 2021: 2.89 %, September 30, 2021: 2.96 %, and December 31, 2022: 5.72 %. The following table provides the pre-tax amounts recognized in other comprehensive loss, including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2023, 2022 and 2021 (in thousands): Obligations Recognized in Year Ended December 31, Other Comprehensive Loss 2023 2022 2021 Net actuarial loss (gain) $ 5,187 $ ( 354 ) $ ( 37,258 ) Pension settlement — ( 6,707 ) ( 7,529 ) Amortization of actuarial loss ( 2,302 ) ( 6,484 ) ( 7,985 ) Amortization of prior service credit 1,432 1,433 1,432 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 $ 3,909 $ ( 2,584 ) $ ( 39,771 ) Our overall investment strategy for the LPP is to provide and maintain sufficient assets to meet pension obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact. Diversification is provided by using an asset allocation primarily between equity and debt securities in proportions expected to provide opportunities for reasonable long term returns with acceptable levels of investment risk. Fair values of the applicable assets are determined as follows: Mutual Fund —The fair value of our mutual funds are estimated by using market quotes as of the last day of the period. Common Collective Trusts —The fair value of our common collective trusts are estimated by using market quotes as of the last day of the period, quoted prices for similar securities and quoted prices in non-active markets. Real Estate —The fair value of our real estate funds are derived from the fair value of the underlying real estate assets held by the funds. These assets are initially valued at cost and are reviewed periodically utilizing available market data to determine if the assets held should be adjusted. The basis for the selected target asset allocation included consideration of the demographic profile of plan participants, expected future benefit obligations and payments, projected funded status of the plan and other factors. The target allocations for LPP assets are 40 % global equities, 15 % real estate assets, 15 % diversified credit and 28 % liability hedging assets, and 2 % cash. It is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal. As 91 defined in Note 12. Fair Value Measurements, the following tables present the fair value of the LPP assets as of December 31, 2023 and 2022: Fair Value Measurements at December 31, 2023 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common collective trusts: Foreign equity securities $ — $ 141,272 $ — $ 141,272 U.S. equity securities — 42,270 — 42,270 Real estate 26,873 26,873 Money market mutual fund 2,750 — — 2,750 Limited partnership interest: Real estate — — 5,696 5,696 Total assets at fair value $ 2,750 $ 183,542 $ 32,569 $ 218,861 Fair Value Measurements at December 31, 2022 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Common collective trusts: Foreign equity securities $ — $ 176,163 $ — $ 176,163 U.S. equity securities — 26,177 — 26,177 Money market mutual fund 4,944 — — 4,944 Limited partnership interest: Real estate — — 7,290 7,290 Total assets at fair value $ 4,944 $ 202,340 $ 7,290 $ 214,574 The following table provides a rollforward of plan assets valued using significant unobservable inputs (level 3), in thousands: Real Estate Ending balance at December 31, 2021 $ 7,883 Net distributions ( 193 ) Redemptions ( 1,836 ) Advisory fee ( 76 ) Net investment income 282 Unrealized gain 1,224 Net realized gain 6 Ending balance at December 31, 2022 $ 7,290 Contributions 27,000 Net distributions ( 163 ) Redemptions ( 266 ) Advisory fee ( 64 ) Net investment income 236 Unrealized loss ( 1,471 ) Net realized gain 7 Ending balance at December 31, 2023 $ 32,569 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. Our funding practice is to contribute the minimum required contribution as defined by law while also maintaining an 80 % funded status as defined by the Pension Protection Act of 2006. Thus, past contributions are not always indicative of future contributions. Based on current assumptions, we expect to make a contribution of up to $ 14 million to our defined benefit pension plans in 2024. 92 The expected long term rate of return on plan assets for each measurement date was selected after giving consideration to historical returns on plan assets, assessments of expected long term inflation and market returns for each asset class and the target asset allocation strategy. We do not anticipate the return of any plan assets to us in 2024. We expect the LPP to make the following estimated future benefit payments (in thousands): Amount 2024 $ 26,052 2025 29,231 2026 28,124 2027 29,793 2028 30,654 2029-2033 120,431 18. Commitments and Contingencies Purchase Commitments In the ordinary course of business, we make various commitments in connection with the purchase of goods and services from specific suppliers. We have outstanding commitments of approximately $ 2.4 billion. These purchase commitments extend through 2030. Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these 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 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 US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. The 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 to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017. US Airways estimated its damages in a range of $ 317 million to $ 482 million (before trebling), depending on certain assumptions; this quantification was substantially reduced following the court’s summary judgment ruling described above. The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs. Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $ 15 million, which is three times the jury’s award of $ 5 million as required by the Sherman Act. As a result of the jury's verdict, US Airways was also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion seeking approximately $ 125 million in attorneys’ fees and costs, an amount that we strongly disputed. In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, without prejudice. In the fourth quarter of 2016, we accrued a loss of $ 32 million, which represented the court's final judgment of $ 15 million, plus our estimate of $ 17 million for US Airways' reasonable attorneys’ fees, expenses and costs. In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced dismissal and/ 93 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 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 consistent with the Second Circuit's Order and Opinion. The retrial began in April 2022. US Airways quantified its damages for the retrial in a range of $ 204 million to $ 299 million (before trebling), based on its payments of GDS booking fees to Sabre, alleged lost profits, and certain other assumptions. In May 2022, the jury rejected US Airways’ claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were not anticompetitive, and found in favor of US Airways with respect to its monopolization claim for the period from 2007 to 2012 under Section 2 of the Sherman Act. The jury, however, only awarded US Airways $ 1.00 in single damages. Based on the jury’s verdict, in June 2022 the court entered final judgment in favor of US Airways in the amount of $ 3.00 , which is three times the jury’s award of $ 1.00 as required by the Sherman Act. We have paid US Airways $ 3.05 to satisfy this portion of the judgment. Neither party has filed an appeal, and the period to file a timely appeal has passed. In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitles US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act. 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 were 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. 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”). 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 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. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court; the High Court dismissed the case for assessment years ending March 2001 through March 2004. The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 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. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. 94 Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we determine it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. 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. 19. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our President, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. We operate our business and present our results through two business segments (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines , and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers. Our CODM utilizes Adjusted Operating 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. Certain costs associated with our technology organization are allocated to the segments based on the segments' usage of resources. Benefit expenses, facility and lease costs and associated depreciation expense are allocated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our GDS. Segment information for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands): 95 Year Ended December 31, 2023 2022 2021 Revenue Travel Solutions $ 2,642,077 $ 2,311,275 $ 1,503,539 Hospitality Solutions 304,169 254,620 202,628 Eliminations ( 38,508 ) ( 28,880 ) ( 17,292 ) Total revenue $ 2,907,738 $ 2,537,015 $ 1,688,875 Adjusted Operating Income (Loss) (a) Travel Solutions $ 474,969 $ 213,290 $ ( 222,679 ) Hospitality Solutions ( 11,286 ) ( 51,579 ) ( 39,806 ) Corporate ( 234,976 ) ( 229,753 ) ( 196,832 ) Total $ 228,707 $ ( 68,042 ) $ ( 459,317 ) Depreciation and amortization Travel Solutions $ 83,214 $ 110,513 $ 170,673 Hospitality Solutions 24,498 21,785 26,354 Total segments 107,712 132,298 197,027 Corporate 40,964 52,335 65,158 Total $ 148,676 $ 184,633 $ 262,185 Capital Expenditures Travel Solutions $ 61,100 $ 40,396 $ 25,128 Hospitality Solutions 6,772 6,011 224 Total segments 67,872 46,407 25,352 Corporate 19,551 23,087 28,950 Total $ 87,423 $ 69,494 $ 54,302 (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 income (loss) $ 47,143 $ ( 261,060 ) $ ( 665,487 ) Add back: Equity method income (loss) 2,042 686 ( 264 ) Impairment and related charges (1) — 5,146 — Acquisition-related amortization (2) 40,237 51,254 64,144 Restructuring and other costs (3) 72,096 14,500 ( 7,608 ) Acquisition-related costs (4) 2,336 6,854 6,744 Litigation costs, net (5) 12,838 31,706 22,262 Stock-based compensation 52,015 82,872 120,892 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 in 2023 primarily represents charges associated with our cost reduction plan implemented in the second quarter of 2023. See Note 5. 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. (5) Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters. See Note 18. Commitments and Contingencies to our consolidated financial statements. 96 A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. For Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees. Transaction-based revenue accounted for approximately 86 % , 83 % and 72 % of our Travel Solutions revenue for each of the years ended December 31, 2023, 2022 and 2021, respectively. Transaction-based revenue accounted for approximately 74 %, 76 % and 72 % of our Hospitality Solutions revenue for each of the years ended December 31, 2023, 2022 and 2021, respectively. All equity method income relates to Travel Solutions. Our revenues and long-lived assets, excluding goodwill and intangible assets, by geographic region are summarized below. Distribution revenue for the Travel Solutions business is attributed to countries based on the location of the travel supplier and IT Solutions revenue is based on the location of the customer. For Hospitality Solutions, revenue is attributed to countries based on the location of the customer. The majority of our revenues and long-lived assets are derived from the United States, Europe, and Asia-Pacific ("APAC") as follows (in thousands): Year Ended December 31, 2023 2022 2021 Revenue: United States $ 1,093,429 $ 958,927 $ 734,568 Europe 590,157 627,772 341,862 APAC 501,539 335,056 184,075 All Other 722,613 615,260 428,370 Total $ 2,907,738 $ 2,537,015 $ 1,688,875 As of December 31, 2023 2022 Long-lived assets United States $ 266,196 $ 266,752 Europe 25,704 28,349 APAC 5,145 9,184 All Other 6,526 10,372 Total $ 303,571 $ 314,657 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not applicable.