What changed in this filing

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Item 1. Financial Statements

2024-05-02 compared with 2023-11-02 · 253 added, 323 removed, 571 unchanged (50% of the section changed)

3 unchanged sentences

(In thousands, except per share amounts)

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

2023 2022 2023 2022

Three Months Ended March 31,

Revenue $ 782,886 $ 742,695

5 unchanged sentences

Interest expense, net ( 124,747 ) ( 99,784 )

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

Loss on extinguishment of debt ( 37,994 ) —

Equity method income 960 423

2 unchanged sentences

Loss from continuing operations before income taxes ( 68,173 ) ( 97,167 )

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

Provision for income taxes 2,932 2,199

Loss from continuing operations ( 71,105 ) ( 99,366 )

18 unchanged sentences

(In thousands)

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

2023 2022 2023 2022

Three Months Ended March 31,

Net loss $ ( 71,105 ) $ ( 99,769 )

2 unchanged sentences

Retirement-related benefit plans:

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

90 263 90 1,934

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

1 unchanged sentence

Amortization of actuarial losses, net of taxes of $ — , $ —

575 1,998 1,726 5,990

Net change in retirement-related benefit plans, net of tax 217 1,263

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

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

6,747 ( 296 )

Reclassification adjustment for realized (gains) losses, net of taxes of $ — , $ — , $ — , $ —

Reclassification adjustment for realized gains, net of taxes of $ — , $ —

( 1,956 ) ( 989 )

1 unchanged sentence

Share of other comprehensive loss of equity method investments ( 120 ) ( 302 )

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

Other comprehensive income 4,206 1,252

Comprehensive loss ( 66,899 ) ( 98,517 )

5 unchanged sentences

(In thousands)

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

Current assets

31 unchanged sentences

Stockholders’ deficit

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

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

Common Stock:

1 unchanged sentence

1,000,000 authorized shares;

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

408,978 and 405,915 shares issued, 381,610 and 379,569 shares outstanding at March 31, 2024 and December 31, 2023, respectively

Additional paid-in capital 3,263,805 3,249,901

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

Treasury Stock, at cost, 27,367 and 26,346 shares at March 31, 2024 and December 31, 2023, respectively

( 522,202 ) ( 520,124 )

8 unchanged sentences

(In thousands)

Nine Months Ended September 30,

Three Months Ended March 31,

Operating Activities

1 unchanged sentence

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

Loss on extinguishment of debt 37,994 —

Depreciation and amortization 34,159 40,319

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

Stock-based compensation expense 38,837 70,081

Paid-in-kind interest 30,737 —

Stock-based compensation expense 13,905 17,005

Amortization of upfront incentive consideration 8,442 8,969

Deferred income taxes ( 6,247 ) ( 19,219 )

Amortization of debt discount and issuance costs 6,241 5,216

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

Provision for expected credit losses 5,334 8,937

Loss on investment fair value adjustment 3,520 960

Other 725 419

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

Dividends received from equity method investments 1,514 533

Loss from discontinued operations — 403

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

Impairment and related charges — 5,146

Debt modification costs — 4,905

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

Changes in operating assets and liabilities:

10 unchanged sentences

Additions to property and equipment ( 27,676 ) ( 18,110 )

Acquisitions, net of cash acquired ( 12,021 ) ( 72,543 )

Net proceeds from dispositions — 392,268

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

Cash (used in) provided by investing activities ( 80,631 ) 186,251

Cash used in investing activities ( 27,676 ) ( 18,110 )

Financing Activities

Payments on borrowings from lenders ( 1,572,719 ) ( 1,280,333 )

Proceeds on borrowings from lenders 200,090 —

Proceeds from borrowings under AR Facility 208,600 —

Payments on borrowings from lenders ( 193,571 ) ( 5,870 )

Proceeds from borrowings under Securitization Facility 140,000 115,000

Debt prepayment fees and issuance costs ( 48,733 ) ( 2,253 )

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

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

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

Payments on borrowings under Securitization Facility ( 17,800 ) —

Net payment on the settlement of equity-based awards ( 2,078 ) ( 5,294 )

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

Dividends paid on preferred stock — ( 5,346 )

Other financing activities — ( 298 )

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

Cash provided by financing activities 77,908 111,939

Cash Flows from Discontinued Operations

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

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

Cash provided by operating activities — 52

Cash provided by discontinued operations — 52

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 1,212 ) 715

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

(Decrease) increase in cash, cash equivalents and restricted cash ( 19,070 ) 22,187

Cash, cash equivalents and restricted cash at beginning of period 669,244 815,923

10 unchanged sentences

Interest Total

Stockholders'

Equity (Deficit)

Stockholders'Deficit

Shares Amount Shares Amount Shares Amount

1 unchanged sentence

Comprehensive loss — — — — — — — ( 71,483 ) 4,206 923 ( 66,354 )

Preferred stock dividends (1)

— — — — — — — ( 5,346 ) ( 5,346 )

Settlement of stock-based awards — — 3,062,998 31 ( 1 ) 1,021,755 ( 2,078 ) — — — ( 2,048 )

1 unchanged sentence

Balance at March 31, 2024 — $ — 408,977,661 $ 4,090 $ 3,263,805 27,367,439 $ ( 522,202 ) $ ( 4,119,876 ) $ ( 69,716 ) $ 13,583 $ ( 1,430,316 )

Comprehensive loss — — — — — — — ( 123,931 ) 1,172 516 ( 122,243 )

Preferred stock dividends (1)

— — — — — — — ( 5,347 ) — — ( 5,347 )

Settlement of stock-based awards — — 455,208 5 — 67,470 ( 261 ) — — — ( 256 )

Stock-based compensation expense — — — — 8,738 — — — — — 8,738

Other — — — — — — — — — — —

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

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

Preferred stock dividends (1)

— — — — — — — ( 3,564 ) — — ( 3,564 )

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

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

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

Other — — — — 174 — — — — — 174

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

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

Stockholders’ Equity (Deficit)

5 unchanged sentences

Stockholders'

Equity (Deficit)

Shares Amount Shares Amount Shares Amount

5 unchanged sentences

Stock-based compensation expense — — — — 17,005 — — — — — 17,005

Other — — — — — — — — — ( 119 ) ( 119 )

Balance at March 31, 2023 3,290,000 $ 33 358,108,284 $ 3,581 $ 3,215,580 26,199,143 $ ( 519,504 ) $ ( 3,610,808 ) $ ( 64,479 ) $ 11,049 $ ( 964,548 )

Comprehensive loss — — — — — — — ( 187,387 ) 1,878 885 ( 184,624 )

Preferred stock dividends (1)

— — — — — — — ( 5,347 ) ( 5,347 )

Settlement of stock-based awards — — 2,629,221 26 ( 1 ) 777,678 ( 5,021 ) — — ( 4,996 )

Stock-based compensation expense — — — — 26,127 — — — — — 26,127

Other — — — — — — — — — ( 37 ) ( 37 )

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

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

Preferred stock dividends (1)

— — — — — — — ( 5,346 ) — — ( 5,346 )

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

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

Other — — — — — — — — — 1 1

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

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

13 unchanged sentences

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

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

Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2024.

The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024.

8 unchanged sentences

Our accounting policies that utilize significant estimates and assumptions include:

(i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs and customer and subscriber advances, (v) judgments in capitalization of software developed for internal use, (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, (vii) estimation of the air booking cancellation reserve, and (viii) the evaluation of the allowance for credit losses.

(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.

Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024.

4 unchanged sentences

We elected the optional expedient in the second quarter of 2023 in connection with the SOFR Amendment (defined in Note 7.

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.

Recent Accounting Pronouncements

In November 2023, the FASB issued updated guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The updated standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this standard on our consolidated financial statements.

In December 2023, the FASB issued updated guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements primarily related to the rate reconciliation and income taxes paid information.

The updated standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted.

We are currently evaluating the impact of this standard on our consolidated financial statements.

In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports.

As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements.

The rules will be effective beginning with annual reports for the year ending December 31, 2025.

We are currently evaluating the impact of the new rules on our consolidated financial statement disclosures.

Revenue from Contracts with Customers

2 unchanged sentences

Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities.

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

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

The following table presents our assets and liabilities with customers as of March 31, 2024 and December 31, 2023 (in thousands).

Account Consolidated Balance Sheet Location March 31, 2024 December 31, 2023

Contract assets and customer advances and discounts (1)

4 unchanged sentences

______________________

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

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

(1) Includes contract assets of $ 10 million and $ 11 million for March 31, 2024 and December 31, 2023, respectively.

During the three months ended March 31, 2024, we recognized revenue of approximately $ 27 million from contract liabilities that existed as of January 1, 2024.

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

2 unchanged sentences

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

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

2023 2022 2023 2022

Three Months Ended March 31,

Distribution $ 572,258 $ 525,886

4 unchanged sentences

Total Hospitality Solutions 78,819 73,812

Total Segment Revenue 792,452 751,253

Eliminations ( 9,566 ) ( 8,558 )

1 unchanged sentence

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 nine months ended September 30, 2023, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is $ 13 million, which is primarily due to the recognition of revenue that was previously deferred but became recognizable due to a change in facts and circumstances associated with an IT Solutions customer.

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

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

For the three months ended March 31, 2024, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial.

Our air booking cancellation reserve totaled $ 13 million and $ 10 million as of March 31, 2024, and December 31, 2023, respectively.

Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet.

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.

Acquisitions and Dispositions

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

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

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

results of operations.

Conferma is part of our Travel Solutions segment.

The accounting related to tax liabilities was finalized as of June 30, 2023 and did not result in any additional adjustments.

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.

Redeemable Noncontrolling Interest for further details.

AirCentre Disposition

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

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

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

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 nine months ended September 30, 2022.

Redeemable Noncontrolling Interest

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

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

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

2 unchanged sentences

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

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

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

Nine Months Ended

September 30, 2023

As of March 31, 2024 and 2023, the redeemable noncontrolling interest was $ 14 million and $ 16 million, respectively.

The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

Redeemable noncontrolling interest, beginning of period $ 14,375 $ —

Proceeds from sale of redeemable noncontrolling interest — 16,000

2 unchanged sentences

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.

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

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

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

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

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

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

Nine Months Ended

September 30, 2023

Balance as of January 1, 2023 $ —

Charges 56,398

We expect to continue this cost reduction plan through the end of 2024 and may incur additional costs as we continue to implement plans to further reposition and structurally reduce our cost base.

Since the second quarter of 2023, we have incurred costs of $ 66 million in connection with this business plan .

These restructuring costs are comprised of $ 60 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.

During the three months ended March 31, 2024, we recorded an immaterial adjustment to the accrued liability for estimated amounts that are no longer expected to be paid.

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):

Three Months Ended

March 31, 2024

Balance as of December 31, 2023 $ 17,288

Cash Payments ( 4,625 )

Balance as of September 30, 2023 $ 15,615

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

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

Non-Cash Adjustments ( 5,916 )

Balance as of March 31, 2024 $ 6,747

For the three months ended March 31, 2024, we recognized $ 3 million of income tax expense, representing an effective tax rate of less than 1 %, compared to an income tax expense of $ 2 million, representing an effective tax rate of less than 1 % for the three months ended March 31, 2023.

The effective tax rate decreased for the three months ended March 31, 2024 as compared to the same period in 2023 primarily due to the change in the geographic mix of taxable income and various discrete items recorded in each of the respective three month periods.

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

5 unchanged sentences

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

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

On the basis of this evaluation, as of March 31, 2024, a cumulative valuation allowance of $ 663 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized.

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

2 unchanged sentences

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

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

Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $ 44 million and $ 41 million as of March 31, 2024 and December 31, 2023, respectively.

Credit Losses

5 unchanged sentences

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.

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.

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

Nine Months Ended

September 30, 2023

Our allowance for credit losses for the three months ended March 31, 2024 for our portfolio segment is summarized as follows (in thousands):

Three Months Ended

March 31, 2024

Balance at December 31, 2023 $ 34,343

1 unchanged sentence

Write-offs ( 4,065 )

Balance at September 30, 2023 $ 39,521

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

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

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

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

Rate Maturity September 30, 2023 December 31, 2022

Balance at March 31, 2024 $ 35,548

As of March 31, 2024 and December 31, 2023, our outstanding debt included in our consolidated balance sheets totaled $ 4,988 million and $ 4,834 million, respectively, which are net of debt issuance costs of $ 67 million and $ 63 million, respectively, and unamortized discounts of $ 66 million and $ 65 million, respectively.

The following table sets forth the face values of our outstanding debt as of March 31, 2024 and December 31, 2023 (in thousands):

Rate Maturity March 31, 2024 December 31, 2023

Senior secured credit facilities:

10 unchanged sentences

December 2028 784,596 753,859

AR Facility (2)

S (1) + 2.25 %

January 2025 130,000 —

Securitization facility:

AR Facility S (1) + 4.00 % (4)

March 2027 112,200 110,000

FILO Facility S (1) + 8.00 %

March 2027 120,000 —

9.25 % senior secured notes due 2025

4 unchanged sentences

4.00 % April 2025 183,220 333,220

7.32 % senior exchangeable notes due 2026

7.32 % August 2026 150,000 —

8.625 % senior secured notes due 2027

7 unchanged sentences

(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.

(2) Represents the Reference Rate as defined below.

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

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

(4) In connection with the issuance of the FILO Facility (as defined below), the initial drawn fee rate was increased from 2.25 % to 4.00 %.

We had outstanding letters of credit totaling $ 8 million and $ 12 million as of March 31, 2024 and December 31, 2023, respectively, which were secured by a $ 21 million cash collateral deposit account.

Senior Secured Credit Facilities

5 unchanged sentences

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

Refinancing Transactions

On March 9, 2022, we entered into an amendment to refinance another 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 including the Sixth Term A Loan Refinancing and Incremental Amendments entered into in December 2020 and all preceding amendments.

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

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

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

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

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

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

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

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

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

The August 2022 Refinancing included the application of the proceeds of a new $ 675 million term loan “B” facility (the “2022 Term Loan B-2 Facility”), borrowed by Sabre GLBL under our Amended and

Restated Credit Agreement, with the effect of extending the maturity of approximately $ 647 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

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

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

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

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

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

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

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

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

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

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

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

As of March 31, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.

Senior Secured Term Loan Due 2028

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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 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.

2 unchanged sentences

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

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

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

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 March 31, 2024, 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.

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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.

As of March 31, 2024, the Reference Rate was 15.07 %.

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.

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

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

We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 31 million during the three months ended March 31, 2024.

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”).

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

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

As of March 31, 2024, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement.

Senior Secured Notes

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

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

The December 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility.

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

The December 2027 Notes mature on December 15, 2027.

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

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

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”).

On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $ 787 million of our 7.375 % senior secured notes due 2025 (the “September 2025 Notes”) and approximately $ 66 million of our 9.25 % senior secured notes due 2025 (the “April 2025 Notes”) 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.

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The June 2027 Notes mature on June 1, 2027.

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

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

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

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

As of September 30, 2023, we had $ 130 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 %.

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

We determined that the September 2023 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2023 of $ 121 million, consisting of $ 115 million in exchange fees related to the June 2027 Notes and $ 6 million related to the write-off of unamortized debt issuance costs on the April 2025 Notes and the September 2025 Notes.

On March 7, 2024, Sabre GLBL exchanged approximately $ 36 million of our September 2025 Notes and approximately $ 7 million of our April 2025 Notes for approximately $ 50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Exchange Transaction").

No additional indebtedness was incurred as a result of the transaction, other than amounts covering exchange fees of approximately $ 7 million.

Other than the issuance date and issue price, these additional June 2027 notes have the same terms, form a single series with, and are fungible with the June 2027 Notes described above.

We incurred additional fees of approximately $ 1 million, which were funded with cash on hand.

We determined that the March 2024 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the three months ended March 31, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes.

Securitization 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 (as amended from time to time the “Securitization Facility”) of up to $ 200 million with PNC Bank, N.A.

On March 29, 2024, Sabre Securitization increased the overall size of its existing Securitization Facility from $ 200 million to $ 235 million by issuing a $ 120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $ 115 million (such tranche, the "AR Facility").

In connection with the issuance of the FILO Facility, the maturity date of the Securitization Facility was extended to March 29, 2027 and the springing maturity date thereunder was terminated.

The FILO Facility provides the ability to prepay or repay at certain redemption premiums as set forth in the agreement.

The net proceeds received from the FILO Facility of $ 117 million, net of $ 3 million in fees paid to creditors, will be used for general corporate purposes.

We incurred additional fees of $ 4 million, which were funded with cash on hand.

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

As of March 31, 2024 , we had $ 232 million outstanding under the Securitization Facility, consisting of $ 112 million under the AR Facility and $ 120 million outstanding under the FILO Facility.

The FILO Facility bears interest at SOFR plus a drawn fee of 8.00 % per annum.

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

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.

In connection with the issuance of the FILO Facility, the initial drawn fee was increased from 2.25 % to 4.00 %.

The drawn fee varies based on our leverage ratio, 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.

Net debt issuance costs related to our AR Facility are $ 1 million for the three months ended March 31, 2024 and $ 2 million for the year ended December 31, 2023, which are recorded in other assets, net in our consolidated financial statements.

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

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

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.

Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO 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 Securitization Facility.

As of March 31, 2024 , $ 399 million of Receivables are held as assets by Sabre Securitization, consisting of $ 388 million of accounts receivable and $ 11 million of other as sets, net in our conso lidated balance sheet.

The Securitization 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 Securitization Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments u nder the Securitization 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 September 30, 2023 , we were in compliance with and expect to be in compliance with the financial covenants of the AR Facility for at least the next twelve months.

The Securitization 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 March 31, 2024 , we were in compliance with and expect to be in compliance with the financial covenants of the Securitization 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.

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

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

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

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

On April 17, 2020, Sabre GLBL entered into a debt agreement (the "2025 Exchangeable Notes Indenture") consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “ 2025 Exchangeable Notes”).

The 2025 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 2025 Exchangeable Notes Indenture.

As of March 31, 2024 , we have $ 183 million aggregate principal amount of 2025 Exchangeable Notes outstanding.

Under the terms of the 2025 Exchangeable Notes 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);

• 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 2025 Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the 2025 Exchangeable Notes 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 2025 Exchangeable Notes Indenture );

• upon the occurrence of specified corporate events;

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

The Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial conversion rate of 126.9499 shares of common stock per $1,000 principal amount of the Exchangeable Notes, which is equivalent to an initial conversion price of approximately $ 7.88 per share.

With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2025 Exchangeable Notes Indenture), the holders of the 2025 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2025 Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the 2025 Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date.

As of March 31, 2024, none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met.

The 2025 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 126.9499 shares of common stock per $1,000 principal amount of the 2025 Exchangeable Notes, which is equivalent to an initial exchange price of approximately $ 7.88 per share.

The exchange rate is subject to anti-dilution and other adjustments.

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The net proceeds received from the sale of the 2025 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 September 30, 2023 and December 31, 2022, (in thousands):

September 30, 2023 December 31, 2022

On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of its outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32 % senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $ 30 million of cash.

We incurred additional fees of approximately $ 5 million in associated fees and expenses plus $ 3 million of accrued and unpaid interest, all of which were funded with cash on hand.

We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $ 31 million.

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

The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture" and together with the 2025 Exchangeable Notes Indenture, the "Exchangeable Indentures" ).

As of March 31, 2024, we have $ 150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.

Under the terms of the 2026 Exchangeable Notes Indenture , the 2026 Exchangeable Notes are exchangeable into our common stock under substantively the same circumstances as those set forth in the 2025 Exchangeable Notes other than :

• during any calendar quarter commencing after the calendar quarter ended June 30, 2024, 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;

• on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026.

As of March 31, 2024, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met.

The 2026 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes , which is equivalent to an initial exchange price of approximately $ 4.50 per share.

The exchange rate is subject to anti-dilution and other adjustments.

Upon exchange, 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.

“Make-Whole Fundamental Change” provisions in the 2026 Exchangeable Notes Indenture are substantially similar to those described above for the 2025 Exchangeable Notes Indenture.

Debt issuance costs are amortized over the contractual life of the Exchangeable Notes through interest expense, within our results of operations.

The effective interest rates at March 31, 2024 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively.

The effective interest rate at March 31, 2023 was 4.78 % for the 2025 Exchangeable Notes.

The following table sets forth the carrying value of the 2025 Exchangeable Notes and 2026 Exchangeable Notes (collectively, "the Exchangeable Notes") as of March 31, 2024 and December 31, 2023, (in thousands):

March 31, 2024 December 31, 2023

2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

Principal $ 183,220 $ 150,000 $ 333,220 $ —

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Net carrying value $ 181,768 $ 145,278 $ 329,964 $ —

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

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

2023 2022 2023 2022

The following table sets forth interest expense recognized related to the 2025 Exchangeable Notes and 2026 Exchangeable Notes for the three months ended March 31, 2024 and 2023 (in thousands):

Three Months Ended March 31,

2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes

Contractual interest expense $ 3,132 $ 366 $ 3,332 $ —

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For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings.

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

As of March 31, 2024, we did not have any hedge components excluded from the assessment of effectiveness.

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

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

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

Interest Rate Swap Contracts — Interest rate swaps outstanding during the three months ended March 31, 2024 and 2023, are as follows:

Notional Amount Interest Rate

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December 31, 2023 December 31, 2024

$ 250 million 1 month SOFR (1)

January 16, 2024 January 31, 2026

______________________

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

In January 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.

We designated these swaps as cash flow hedges.

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

For the three months ended March 31, 2024, we recognized a cash flow impact of $ 2 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 March 31, 2024, we estimate that $ 5 million in gains will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

The estimated fair values of our derivatives designated as hedging instruments as of March 31, 2024 and December 31, 2023 are as follows (in thousands):

Derivative Assets

Fair Value as of

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

Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location March 31, 2024 December 31, 2023

Interest rate swaps Prepaid expenses and other current assets

$ 4,855 $ 2,413

Interest rate swaps Other assets, net 645 —

Interest rate swaps Other noncurrent liabilities ( 2,632 ) ( 4,129 )

Total $ 2,223 $ ( 1,716 )

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

Amount of Gains Recognized in OCI on Derivative,

The effects of derivative instruments, net of taxes, on OCI for the three months ended March 31, 2024 and 2023 are as follows (in thousands):

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

Effective Portion

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

2023 2022 2023 2022

Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31,

Interest rate swaps $ 6,747 $ ( 296 )

Total $ 6,747 $ ( 296 )

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

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

2023 2022 2023 2022

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

Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended March 31,

Interest rate swaps Interest expense, net $ ( 1,956 ) $ ( 989 )

16 unchanged sentences

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

As of March 31, 2024, we continued to own these 8 million shares.

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

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

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

The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (in thousands):

Fair Value at Reporting Date Using

September 30, 2023 Level 1 Level 2 Level 3

March 31, 2024 Level 1 Level 2 Level 3

Derivatives (1)

3 unchanged sentences

Time deposits 122,161 — 122,161 —

Total $ 488,672 $ 325,293 $ 163,379 $ —

Total assets $ 395,641 $ 268,625 $ 127,016 $ —

Derivatives (1)

Interest rate swap contracts $ ( 2,632 ) $ — $ ( 2,632 ) $ —

Total liabilities $ ( 2,632 ) $ — $ ( 2,632 ) $ —

Fair Value at Reporting Date Using

5 unchanged sentences

Time deposits 177,608 — 177,608 —

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

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

Derivatives (1)

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

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

______________________

1 unchanged sentence

Derivatives for further detail.

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

Unrealized losses recognized during the three and nine months ended September 30, 2023 from our investments in securities totaled $ 14 million and $ 10 million, respectively, and $ 5 million and $ 35 million during the three and nine months ended September 30, 2022, respectively, which is recorded to Other, net within our results of operations.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2024.

Unrealized losses recognized during the three months ended March 31, 2024 and 2023 from our investments in securities totaled $ 3 million and $ 1 million, respectively, which is recorded to Other, net within our results of operations.

Other Financial Instruments

The carrying value of our financial instruments including cash and cash equivalents, restricted cash and accounts receivable approximates their fair values due to the short term nature of these instruments.

The fair values of our Exchangeable Notes, senior secured notes due 2025 and 2027 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input.

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

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

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

Fair Value at Carrying Value at (1)

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

The fair values of our 2025 Exchangeable Notes and 2026 Exchangeable Notes, senior secured notes due 2025 and 2027 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input.

The fair value of 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 and FILO Facility approximated their fair values as of March 31, 2024.

The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of March 31, 2024 and December 31, 2023 (in thousands):

As of March 31, 2024

As of December 31, 2023

Financial Instrument Fair Value Carrying Value (1)

Fair Value Carrying Value (1)

2021 Term Loan B-1 $ 335,908 $ 391,401 $ 344,973 $ 391,366

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172,985 183,220 326,841 333,220

7.32 % senior exchangeable notes due 2026

127,125 150,000 — —

8.625 % senior secured notes due 2027

7 unchanged sentences

We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount.

We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did no t record any goodwill impairment charges for the three and nine months ended September 30, 2023.

Accumulated Other Comprehensive Loss

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

September 30, 2023 December 31, 2022

As of March 31, 2024 and December 31, 2023, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):

March 31, 2024 December 31, 2023

Defined benefit pension and other postretirement benefit plans $ ( 77,838 ) $ ( 78,056 )

4 unchanged sentences

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

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

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

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

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

As of March 31, 2024, we have contributed $ 1 million to our defined benefit pension plan in 2024.

Based on current assumptions, we expect to make contributions of up to an aggregate amount of $ 13 million in 2024 to our defined benefit pension plan.

Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives.

5 unchanged sentences

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

The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50 % of the liquidation preference of $ 100 per share (equivalent to $ 6.50 annually per share) payable in cash or, subject to certain limitations, by delivery of shares

of our common stock or any combination of cash and shares of our common stock, at our election;

provided, however, that any undeclared and unpaid dividends would have continued to accumulate.

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

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

We accrued $ 5 million of preferred stock dividends in our consolidated results of operations for the three months ended March 31, 2023.

During the three months ended March 31, 2023, we paid cash dividends on our preferred stock of $ 5 million.

Share Repurchase Program

1 unchanged sentence

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

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

During the three months ended March 31, 2024, 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 September 30, 2023, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases.

As of March 31, 2024, 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 2025 Exchangeable Notes.

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

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

On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of our outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of the 2026 Exchangeable Notes and approximately $ 30 million of cash.

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

As of March 31, 2024, we have $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively.

Debt for further details.

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

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

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):

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

2023 2022 2023 2022

Three Months Ended March 31,

Loss from continuing operations $ ( 71,105 ) $ ( 99,366 )

9 unchanged sentences

Diluted earnings per share is computed by dividing net loss from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period.

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

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

The diluted weighted-average common shares outstanding calculation excludes 5 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2024, and 1 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2023, as their effect would be anti-dilutive given the net loss incurred in the period.

The calculation of diluted weighted-average shares excludes the impact of 3 million of anti-dilutive common stock equivalents for each of the three months ended March 31, 2024 and 2023.

We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share.

Under the if-converted method, the Exchangeable Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive.

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

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

Likewise, the potential dilutive effect of our Preferred Stock outstanding during the three and nine months ended September 30, 2022 was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later.

Under the if-converted method, the 2025 Exchangeable Notes are assumed to be converted at the beginning of the period, the 2026 Exchangeable Notes are assumed to be converted at the issuance date of March 19, 2024, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive.

The approximate ly 57 million and 42 million re sulting common shares related to the Exchangeable Notes for the three months ended March 31, 2024 and 2023, respectively, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

Likewise, the potential dilutive effect of our Preferred Stock outstanding during the three months ended March 31, 2023 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 common shares related to the Preferred Stock for the three and nine months ended September 30, 2022, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

Approximately 47 million common shares related to the Preferred Stock for the three months ended March 31, 2023, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

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

11 unchanged sentences

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/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.

We subsequently filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment.

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.

4 unchanged sentences

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

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

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

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.

7 unchanged sentences

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.

In 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 in 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.

This matter is now closed for all assessment periods up to and including March 2006.

We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 with the ITAT, and on February 9, 2024 the ITAT ruled in our favor on these items.

In addition, we have appealed assessment years ended March 2021 and March 2022 with the ITAT;

no trial date has been set for these items.

In addition, Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in similar income tax litigation brought by the DIT.

5 unchanged sentences

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

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2015 and March 2018 through March 2020 and appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2020 are pending before the ITAT or the High Court depending on the year.

If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 22 million as of September 30, 2023.

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2015, March 2018 through March 2020, and March 2023 and appeals for assessment years ending March 2006 through March 2016, March 2018 through March 2020, and March 2023 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 $ 24 million as of March 31, 2024.

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

17 unchanged sentences

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

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

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.

7 unchanged sentences

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

Our CODM utilizes Segment Adjusted Operating Income as the measure of profitability to evaluate performance of our segments and allocate resources.

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.

1 unchanged sentence

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

Our allocation methodology is periodically evaluated.

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.

Such amounts are detailed in the reconciliation below.

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

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

2023 2022 2023 2022

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, which are eliminated in consolidation.

Segment information for the three months ended March 31, 2024 and 2023 is as follows (in thousands):

Three Months Ended March 31,

Travel Solutions

Revenue from external customers $ 704,067 $ 668,883

Intersegment revenue 9,566 8,558

Total Travel Solutions revenue 713,633 677,441

Hospitality Solutions 78,819 73,812

Total segment revenue 792,452 751,253

Eliminations ( 9,566 ) ( 8,558 )

Total revenue $ 782,886 $ 742,695

Adjusted Operating Income (Loss) (a)

Segment adjusted operating income (a)

Travel Solutions $ 169,782 $ 90,102

Hospitality Solutions 2,472 ( 8,495 )

Corporate ( 58,515 ) ( 57,283 ) ( 180,685 ) ( 171,783 )

Total $ 83,681 $ 716 $ 157,451 $ ( 37,751 )

Total segment adjusted operating income $ 172,254 $ 81,607

Depreciation and amortization

11 unchanged sentences

______________________

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

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

2023 2022 2023 2022

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

Equity method income 512 199 1,394 215

Impairment and related charges (1)

— 5,146 — 5,146

(a) The following table sets forth the reconciliation of Total Segment Adjusted Operating Income to Loss from continuing operations before income taxes in our consolidated statements of operations (in thousands):

Three Months Ended March 31,

Total segment adjusted operating income $ 172,254 $ 81,607

Unallocated amounts and adjustments:

Corporate expenses ( 54,485 ) ( 53,930 )

Acquisition-related amortization (1)

1 unchanged sentence

Restructuring and other costs (2)

3,909 9,944 62,962 14,279

Acquisition-related costs (3)

( 250 ) ( 847 )

Litigation costs, net (4)

3,519 15,365 12,752 31,380

Stock-based compensation ( 13,905 ) ( 17,005 )

Adjusted Operating Income (Loss) $ 83,681 $ 716 $ 157,451 $ ( 37,751 )

Interest expense, net ( 124,747 ) ( 99,784 )

Loss on extinguishment of debt ( 37,994 ) —

Other, net (4)

( 4,477 ) 2,407

Loss from continuing operations before income taxes $ ( 68,173 ) $ ( 97,167 )

______________________

(1) 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.

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

(2) Restructuring and other costs in 2024 primarily represents adjustments to charges associated with our cost reduction plan we began implementing in the second quarter of 2023.

Restructuring Activities to our consolidated financial statements.

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

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

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

Contingencies.

(4) Other, net includes non-operating gains of $ 3 million recognized in the first quarter of 2023 and the impacts of fair value adjustments of our GBT investment.

In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

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

What changed 10-Q

Item 1. Financial Statements