What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-02-20 compared with 2024-02-15 · 269 added, 308 removed, 592 unchanged (49% of the section changed)

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The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth.

We have experienced continued material headwinds within our consolidated financial results for 2022 and 2023.

While growth on a year-over-year basis has resulted in improvement in our key volume metrics with the return of global travel volumes, recent industry air distribution volume growth has leveled-off.

This may continue into the future and could impact our rate of growth.

With the continued increase in booking volumes, our incentive consideration costs have also increased significantly compared to previous periods.

Passengers boarded for IT solutions has been negatively impacted by recent customer de-migrations, which has been partially offset by customer growth.

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.

Recent industry air distribution volume growth has generally leveled-off, which may continue into the future and could impact our rate of growth.

In 2024, we have experienced some year-on-year bookings growth due to some overall industry growth as well as implementation of certain commercial wins from our strategic priorities.

Passengers boarded for IT solutions has been negatively impacted by prior customer de-migrations, which has been partially offset by customer growth.

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.

We estimate that these actions will reduce our operating expense on an annual basis by approximately $200 million.

During the year ended December 31, 2023 , we incurred $72 million in connection with this business plan, within our consolidated state ment of operations.

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

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months;

Since the second quarter of 2023, we have incurred costs of $83 million in connection with this business plan, within our consolidated state ment of operations.

We do not expect additional restructuring charges associated with these activities to be significant as all activities associated with this plan are substantially complete as of December 31, 2024.

We have realized a significant portion of the expected benefits of $200 million in our results of operations during 2024.

We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $231 million of principal due at maturity under current debt facilities;

however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During 2022 and 2023, we refinanced portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.

In March 2022, we terminated our distribution agreement with a Travel Solutions customer located in Russia which impacted our revenue in 2022.

In August 2022, Russia adopted legislation and related regulations that, effective October 30, 2022, require activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad.

A Travel Solutions customer of these types of services located in Russia ceased using our systems on that date.

This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted and is expected to continue to negatively impact, our revenue and results.

See “—Recent Events Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.”

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.

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In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $0.0001 per share, of Global Business Travel Group, Inc.(“GBT”) for an aggregate purchase price of $80 million.

As of December 31, 2023, we continued to own these 8 million shares.

We recognized an unrealized loss of $2 million and $26 million during the years ended December 31, 2023 and 2022, respectively, from the investment in GBT.

In the third quarter of 2024, we sold all 8 million shares of our investment for $55 million and recognized a net gain of $3 million for the year ended December 31, 2024.

Fair Value Measurements for further details.

On February 28, 2022, we sold our suite of flight and crew management and optimization solutions, which represented our AirCentre airline operations portfolio within Travel Solution’s IT Solutions.

We sold the AirCentre product portfolio, related

technology and intellectual property for $392 million and recorded a pre-tax gain on sale of approximately $180 million (after-tax $112 million ), in Other, net in our consolidated statements of operations for the year ended December 31, 2022.

We sold the AirCentre product portfolio, related technology and intellectual property for $392 million and recorded a pre-tax gain on sale of approximately $180 million (after-tax $112 million ), in Other, net in our consolidated statements of operations for the year ended December 31, 2022.

Acquisitions and Dispositions for further details.

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Technology transformation and investments in modernizing our architecture

During 2023, we began to see benefits from our technology transformation within our Technology costs, and we expect that benefit to continue into 2024 and beyond.

We expect continued investment in our technology transformation in 2024, which will have a significant impact on our financial results, but decline over prior year levels.

We expect to finalize our re-platforming efforts to open source and cloud-based solutions during the year within this transformation program;

however, we continuously focus on identifying improvements to our systems.

As previously disclosed, our technology transformation has the goal of modernizing our architecture and is expected to provide us the framework and infrastructure for a more secure and stable architecture for our customers, provide new revenue opportunities, reduce our cost structure and help to improve sales of our software solutions.

During 2024, the benefits from our technology transformation materialized within our Technology costs as year-over-year cost reductions, and we expect that benefit to continue into 2025 and beyond.

Although we have finalized our re-platforming goals regarding open source and cloud-based solutions during 2024 within the technology transformation program, we plan to continue to focus on modernizing our systems over the next several years with continuous investment.

Our technology transformation has provided us the framework and infrastructure for a more secure and stable architecture for our customers, leading to new revenue opportunities, reducing our cost structure and helping to improve sales of our software solutions.

In 2025, we expect total capital expenditures to total approximately $85 million, primarily associated with capitalized software.

Technology costs include the cost of our technology transformation and may be impacted by inflationary impacts in the future.

The cost of our technology transformation is included within technology costs in our results of operations.

We expect to continue to benefit from higher margins in 2025 than would have been realized had we not undertaken our technology transformation efforts as we believe the technology transformation has and will help enable us to avoid capital expenditures that would have otherwise been required while also yielding lower cloud infrastructure costs.

However, there are various risks associated with our technology transformation efforts, including not achieving the amount of anticipated cost savings, not completing the steps during their current projected time frame, or changing the approach leading to, among other things, additional changes in our mix of technology spend between operating expense and capitalization.

Geographic mix of travel bookings

Geographic mix of travel bookings and recent events impacting revenue

The revenue recognized by our Travel Solutions business is affected by the mix between domestic and international travel reservation bookings and the related varying rates paid by airline suppliers.

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For example, booking fees per transaction in North America have traditionally been lower than those in Europe.

Additionally, volume growth in APAC has lagged behind that of other regions in recent years through 2022, but various countries re-opened in 2023 and drove higher bookings at a rate more similar to that of North America.

As we continue to invest in our technology and expand the travel content and functionality available in our GDS, we anticipate that we will continue to grow global share.

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(1) “Direct Billable Bookings” is the primary metric utilized by Travel Solutions to measure operating performance and includes bookings made through our GDS and through our equity method partners in cases where we are paid directly by the travel supplier.

In March 2022, we terminated our distribution agreement with a Travel Solutions customer located in Russia which impacted our revenue in 2022.

A Travel Solutions customer of these types of services located in Russia ceased using our systems on that date.

This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted our revenue and results.

Increasing interest rates and interest expense

The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S.

The global capital markets experienced periods of volatility throughout 2023 and 2024 in response to geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S.

monetary policy.

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We may decide to further refinance portions of our debt in 2025 and 2026 which, at current interest rates, could negatively impact our interest expense.

Although interest rate increases have recently moderated, they continue to remain volatile, which could drive higher funding costs.

Although interest rates have decreased recently in response to easing monetary policy, they continue to remain volatile, which could drive higher funding costs.

Currently approximately 47% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.

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(i) on a periodic basis over the term of the contract and (ii) in some instances, up front at the inception or modification of contracts, which is capitalized and amortized over the expected life of the contract.

Consideration on a per booking basis declined in 2021 as compared to the prior year, due to regional mix and increased leisure bookings over business travel.

In 2023 and 2024, consideration on a per booking basis increased as volumes reached and exceeded volume or percentage thresholds, which we expect to continue in 2025.

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This expectation is based in part on anticipated increases in international travel, wh ich would favorably impact our revenue rates, along with our continuing to offer value added services and content to travel buyers, such as the Sabre Red Workspace, a SaaS product that provides a simplified interface and enhanced travel agency workflow and productivity tools.

Increasing importance of LCC/hybrids

LCC/hybrids have become a significant segment of the air travel market, stimulating demand for air travel through low fares.

LCC/hybrids have traditionally relied on direct distribution for the majority of their bookings.

Importance of LCC/hybrids

LCC/hybrids are a significant segment of the air travel industry and have traditionally relied on direct distribution for the majority of their bookings.

However, as these LCC/hybrids are evolving, many are increasing their distribution through indirect channels to expand their offering into higher yield markets and to higher yield customers, such as business and international travelers.

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We offer technology solutions to all segments of the hospitality industry.

Our SynXis Central Reservation System

integrates critical hospitality systems to optimize distribution, operations, retailing and guest experience via one scalable, flexible and intelligent platform.

Our SynXis Central Reservation System integrates critical hospitality systems to optimize distribution, operations, retailing and guest experience via one scalable, flexible and intelligent platform.

As these markets grow, we believe both independent and enterprise hotel owners and operators will continue to seek increased connectivity and integrated solutions to ensure access to global travelers.

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The technology costs excluded from Cost of revenue, excluding technology costs, are presented separately below.

Corporate cost of revenue, excluding technology costs, includes certain expenses such as stock-based compensation, restructuring charges and other corporate related items including labor and professional services that are not identifiable with either of our segments.

Corporate cost of revenue, excluding technology costs primarily includes costs such as stock-based compensation and restructuring charges that are not allocated to our segments.

Depreciation and amortization included in cost of revenue, excluding technology costs, is associated with capitalized implementation costs and intangible assets associated with contracts, supplier and distributor agreements purchased through acquisitions.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, indirect taxes, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.

Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 12 years as of December 31, 2024 for trademarks and brand names.

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Definitions of Non-GAAP Financial Measures

We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Annual Report on Form 10-K, including Adjusted Operating Income (Loss), Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.

We define Adjusted Operating Income (Loss) as operating income (loss) adjusted for equity method income (loss), impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for loss from discontinued operations, net of tax, net (loss) income attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, stock-based compensation, and the tax impact of adjustments.

We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes.

We define Free Cash Flow as cash provided by (used in) operating activities reduced by cash used in additions to property and equipment.

We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Annual Report on Form 10-K, including Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.

We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for (income) loss from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation, and the tax impact of adjustments.

We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation and the (benefit) provision for income taxes.

We define Free Cash Flow as cash provided by (used in) operating activities less cash used in additions to property and equipment.

We define Adjusted Net Loss from continuing operations per share as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.

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We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements.

We also believe that Adjusted Operating Income (Loss), Adjusted Net Loss and Adjusted EBITDA

assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.

Adjusted Operating Income (Loss), Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures are not recognized terms under GAAP.

We also believe that Adjusted Net Loss and Adjusted EBITDA assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.

In addition, amounts derived from Adjusted EBITDA are a primary component of certain covenants under our senior secured credit facilities.

Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures are not recognized terms under GAAP.

These non-GAAP financial measures and ratios based on them are unaudited and have important limitations as analytical tools, and should not be viewed in isolation and do not purport to be alternatives to net income as indicators of operating performance or cash flows from operating activities as measures of liquidity.

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• Adjusted EBITDA does not reflect amortization of capitalized implementation costs associated with our revenue contracts, which may require future working capital or cash needs in the future;

• Adjusted Operating Income (Loss), Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness;

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• Free Cash Flow removes the impact of accrual-basis accounting on asset accounts and non-debt liability accounts, and does not reflect the cash requirements necessary to service the principal payments on our indebtedness;

• other companies, including companies in our industry, may calculate Adjusted Operating Income (Loss), Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.

• other companies, including companies in our industry, may calculate Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.

We no longer present Adjusted Operating Income (loss) as a non-GAAP measure as it is no longer utilized by management to measure and monitor results for our segments.

Management reviews Segment Adjusted EBITDA as the primary measure for our segments' performance.

Non-GAAP Financial Measures

The following table sets forth the reconciliation of Net Loss attributable to common stockholders to Adjusted Net Loss from continuing operations, Operating Income (Loss) to Adjusted Operating Income (Loss), and Loss from continuing operations to Adjusted EBITDA (in thousands):

The following table sets forth the reconciliation of Net Loss attributable to common stockholders to Adjusted Net Loss from continuing operations and Loss from continuing operations to Adjusted EBITDA (in thousands):

Year Ended December 31,

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

Net (loss) income attributable to non-controlling interests (1)

Net income (loss) attributable to non-controlling interests (1)

76 (332) 2,670

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6,875 1,387 31,706

Indirect tax matters (8)

21,732 11,451 —

Stock-based compensation

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Diluted weighted-average common shares outstanding 383,733 346,567 326,742

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

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

Impairment and related charges (2)

Acquisition-related amortization (3a)

40,237 51,254 64,144

Restructuring and other costs (5)

72,096 14,500 (7,608)

Acquisition-related costs (6)

2,336 6,854 6,744

Litigation costs, net (7)

12,838 31,706 22,262

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

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

Loss from continuing operations $ (278,683) $ (528,248) $ (432,099)

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6,875 1,387 31,706

Indirect tax matters (8)

21,732 11,451 —

Stock-based compensation 54,567 52,015 82,872

Provision (benefit) for income taxes 34,729 8,666 (14,612)

(Benefit) provision for income taxes (1,777) 34,729 8,666

Adjusted EBITDA $ 516,998 $ 337,146 $ 65,337

The following tables set forth the reconciliation of Adjusted Operating Income (Loss) to Operating Income (Loss) in our statement of operations and Adjusted EBITDA to Loss from Continuing Operations in our statement of operations by business segment (in thousands):

The following tables set forth the reconciliation of Adjusted EBITDA to Loss from Continuing Operations in our statement of operations by business segment (in thousands):

Year Ended December 31, 2024

Solutions Corporate Total

Adjusted Operating Income (Loss) $ 474,969 $ (11,286) $ (234,976) $ 228,707

Equity method income 2,042 — — 2,042

Acquisition-related amortization (3a)

— — 40,237 40,237

Restructuring and other costs (5)

— — 72,096 72,096

Acquisition-related costs (6)

— — 2,336 2,336

Litigation costs, net (7)

— — 12,838 12,838

Stock-based compensation — — 52,015 52,015

Operating income (loss) $ 472,927 $ (11,286) $ (414,498) $ 47,143

Adjusted EBITDA 704,576 38,033 (225,611) 516,998

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— — 6,875 6,875

Indirect tax matters (8)

— — 21,732 21,732

Stock-based compensation — — 54,567 54,567

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Equity method income 2,606

Provision for income taxes (34,729)

Benefit for income taxes 1,777

Loss from continuing operations $ (278,683)

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Solutions Corporate Total

Adjusted Operating Income (Loss) $ 213,290 $ (51,579) $ (229,753) $ (68,042)

Equity method income 686 — — 686

Impairment and related charges (2)

— — 5,146 5,146

Acquisition-related amortization (3a)

— — 51,254 51,254

Restructuring and other costs (5)

— — 14,500 14,500

Acquisition-related costs (6)

— — 6,854 6,854

Litigation costs, net (7)

— — 31,706 31,706

Stock-based compensation — — 82,872 82,872

Operating income (loss) $ 212,604 $ (51,579) $ (422,085) $ (261,060)

Adjusted EBITDA $ 558,183 $ 13,212 $ (234,249) $ 337,146

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— — 40,237 40,237

Impairment and related charges (2)

— — 5,146 5,146

Restructuring and other costs (4)

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— — 1,387 1,387

Indirect tax matters (8)

— — 11,451 11,451

Stock-based compensation — — 52,015 52,015

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Solutions Corporate Total

Adjusted Operating Loss $ (222,679) $ (39,806) $ (196,832) $ (459,317)

Equity method loss (264) — — (264)

Acquisition-related amortization (3a)

— — 64,144 64,144

Restructuring and other costs (6)

— — (7,608) (7,608)

Acquisition-related costs (6)

— — 6,744 6,744

Litigation costs, net (7)

— — 22,262 22,262

Stock-based compensation — — 120,892 120,892

Operating loss $ (222,415) $ (39,806) $ (403,266) $ (665,487)

Adjusted EBITDA $ 323,803 $ (29,794) $ (228,672) $ 65,337

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— — 51,254 51,254

Impairment and related charges — — 5,146 5,146

Restructuring and other costs (4)

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Stock-based compensation — — 82,872 82,872

Equity method loss (264) — — (264)

Equity method income 686 — — 686

Operating loss $ 212,604 $ (51,579) $ (422,085) $ (261,060)

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Loss on extinguishment of debt (4,473)

Equity method loss (264)

Benefit for income taxes 14,612

Equity method income 686

Provision for income taxes (8,666)

Loss from continuing operations $ (432,099)

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Cash (used in) provided by investing activities (29,614) (109,980) 173,977

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

Cash provided by (used in) financing activities 39,572 (94,219) (75,370)

Year Ended December 31,

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________________________________

(1) Net income attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S.

of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 40%, and (v) FERMR Holdings Limited (the direct parent of Conferma) of 19%.

(1) Net income (loss) attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S.

of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 40%, and (v) FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.

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

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Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model.

(4) Other, net includes a $180 million gain on the sale of AirCentre during 2022, the impacts of fair value adjustments of our GBT investment in 2023 and 2022, and a $15 million gain on sale of equity securities in 2021 .

In addition, 2022 and 2021 include pension settlement charges

and 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.

Acquisitions and Dispositions to our consolidated financial statements regarding the AirCentre sale and Note 17.

Pension and Other Postretirement Benefit Plans to our consolidated financial statements regarding the pension settlements.

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

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

Restructuring Activities to our consolidated financial statements.

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

(5) Other, net includes a $180 million gain on the sale of AirCentre during 2022, non-operating gains recognized in 2023, $21 million of debt modification costs in 2024 and the impacts of realized and unrealized gains and losses from our investments in securities in all periods presented.

In addition, 2022 includes pension settlement charges and 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.

Acquisitions and Dispositions to our consolidated financial statements regarding the AirCentre sale and Note 17.

Pension and Other Postretirement Benefit Plans to our consolidated financial statements regarding the pension settlements.

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

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

(7) Litigation costs, net represent charges associated with antitrust litigation.

Non-income tax litigation matters have been reclassified to the Indirect tax matters line for all periods presented.

(8) Indirect tax matters represents charges associated with certain DST related to historical periods, which may ultimately be settled in cash, and certain foreign non-income tax litigation matters.

See detailed disclosures regarding these matters included in the Liquidity and Capital Resources and Risk Factors sections as well as Note 18.

Commitments and Contingencies to our consolidated financial statements.

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Loss on debt extinguishment, net (37,994) (108,577) (4,473)

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

Equity method income 2,606 2,042 686

Other, net (21,587) 13,751 136,645

Loss from continuing operations before income taxes (280,460) (493,519) (423,433)

Provision (benefit) for income taxes 34,729 8,666 (14,612)

(Benefit) provision for income taxes (1,777) 34,729 8,666

Loss from continuing operations $ (278,683) $ (528,248) $ (432,099)

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Travel Solutions —Revenue increased $103 million, or 4%, for the year ended December 31, 2024 compared to the prior year, primarily due to:

• a $434 million, or 27%, increase in distribution revenue, which was primarily due to a 18% increase in direct billable bookings to 355 million and favorable rate impacts from improved international and corporate bookings;

• an $104 million, or 15%, decrease in IT solutions revenue consisting of approximately $100 million decrease as a result of de-migrations, primarily due to changes in Russian law and impacts of termination fees in both periods from certain carriers and a $2 million decline in the recognition of previously deferred revenue comprised of a $27 million decrease primarily due to a change in facts and circumstances associated with a Russian carrier in the prior year, offset by $25 million recognized in the current year, which we do not expect to reoccur.

In addition, we incurred a $36 million decrease due to the sale of our AirCentre portfolio on February 28, 2022.

These decreases were partially offset by a $28 million increase in revenue due to an 8% increase in passengers boarded to 689 million.

• a $117 million, or 6%, increase in transaction-based distribution revenue due to favorable rate impacts from travel supplier mix and a 2% increase in direct billable bookings to 363 million;

partially offset by,

• a $14 million, or 2%, decrease in IT solutions revenue driven by a $35 million decline in revenue from customers that have de-migrated from our systems, including the impact of termination fees from a certain carrier in the prior year.

This decrease was partially offset by an increase of $15 million due to volume growth, excluding the impact of customers that have de-migrated, a $3 million increase in revenue recognized due to changes in facts and circumstances associated with certain carriers and a $3 million increase in other revenue.

We expect our revenue growth to continue to be impacted by these de-migrations through the first half of 2025.

Hospitality Solutions —Revenue increased $23 million, or 7%, for the year ended December 31, 2024 compared to the prior year.

The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an

increase in transaction volumes of 10% to 122 million driven by new customer deployments and a favorable mix within our distribution channels.

Additionally, DX revenue increased by $2 million.

The increase was primarily driven by a $24 million increase in SynXis Software and Services revenue primarily due to an increase in transaction volumes of 5% to 128 million driven by new customer deployments and a favorable mix within our customer base.

Cost of Revenue, excluding technology costs

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Travel Solutions —Cost of revenue, excluding technology costs, increased $90 million, or 9%, for the year ended December 31, 2024 compared to the prior year.

The increase was primarily driven by a $185 million increase in incentive consideration due to higher transaction volume as well as an increase in rates.

This increase was partially offset by a decrease in labor and professional services costs partially due to our cost reduction plan and the sale of AirCentre.

Hospitality Solutions —Cost of revenue, excluding technology costs, increased $20 million, or 16%, for the year ended December 31, 2023 compared to the prior year primarily due to costs associated with increased transaction volumes.

Corporate— Cost of revenue, excluding technology costs, increased $10 million, or 114%, for the year ended December 31, 2023 primarily due to a $13 million restructuring charge associated with the reduction of our workforce in the current period.

This increase was partially offset by a $3 million decrease in labor and professional services costs due to our cost reduction plan.

Depreciation and Amortization— Cost of revenue, excluding technology costs, decreased $16 million, or 39%, for the year ended December 31, 2023 primarily due to the completion of amortization associated with certain customer implementations.

The increase was primarily driven by a $88 million increase in incentive consideration due to an increase in rates as well as higher transaction volumes.

Hospitality Solutions —Cost of revenue, excluding technology costs, decreased $2 million, or 1%, for the year ended December 31, 2024 compared to the prior year.

The decrease was primarily driven by a $3 million decrease in labor and professional services costs driven by our cost reduction plan, partially offset by a $1 million increase in costs associated with increased transaction volumes and the mix of our revenue transactions.

Corporate— Cost of revenue, excluding technology costs, decreased $16 million, or 85%, for the year ended December 31, 2024 primarily due to a $12 million decrease in restructuring costs and a $2 million decrease in labor and professional services, both driven by our cost reduction plan, as well as a $1 million decrease in stock-based compensation primarily due to forfeitures of unvested shares .

Depreciation and Amortization— Cost of revenue, excluding technology costs, decreased $4 million, or 17%, for the year ended December 31, 2024 prima rily due to the acceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems.

Technology Costs

4 unchanged sentences

Hospitality Solutions 99,937 98,826 1,111 1 %

Total segment technology costs 775,653 910,243 (134,590) (15) %

Corporate 35,115 56,897 (21,782) (38) %

Depreciation and amortization 55,230 69,456 (14,226) (20) %

Total technology costs $ 865,998 $ 1,036,596 $ (170,598) (16) %

Travel Solutions— Technology costs decreased $136 million, or 17%, for the year ended December 31, 2024 compared to the prior year.

The decrease was primarily due to a $28 million decrease in technology costs due to cost savings related to our mainframe offloads and data migrations.

A dditionally, depreciation and amortization decreased by $12 million pr imarily due to the sale of our AirCentre portfolio and the completion of amortization of capitalized internal use software, and labor and professional services decreased by $8 million due to our cost reduction plan, which was partially offset by increased costs to support our technology transformation and strategic growth initiatives.

Hospitality Solutions— Technology costs decreased $10 million, or 9%, for the year ended December 31, 2023 compared to the prior year primarily due to a $17 million decrease in labor and professional services driven by our cost reduction plan.

This decrease was partially offset by a $6 million increase in technology costs associated with our technology transformation initiatives, including the migration of SynXis to the cloud, and an increase in transaction volumes.

Corporate— Technology costs decreased $3 million, or 4%, for the year ended December 31, 2023 compared to the prior year primarily due to an $11 million decrease in depreciation and amortization due to the completion of amortization of technology assets from prior acquisitions, a $10 million decrease in stock-based compensation primarily due to forfeitures of unvested shares, and an $8 million decrease in labor and professional services driven by our cost reduction plan.

These decreases were partially offset by a $27 million restructuring charge associated with the reduction of our workforce in the current period.

The decrease was primarily driven by a $73 million decrease in labor and professional services driven by our cost reduction plan and a $65 million decrease in technology costs due to cost savings related to our cloud migrations.

Hospitality Solutions— Technology costs increased $1 million, or 1%, for the year ended December 31, 2024 compared to the prior year primarily due to a $6 million increase in technology costs to support growth in the business, partially offset by a $5 million decrease in labor and professional services driven by our cost reduction plan.

Corporate— Technology costs decreased $22 million, or 38%, for the year ended December 31, 2024 compared to the prior year primarily due to a $16 million decrease in restructuring costs and a $5 million decrease in labor and professional services, both driven by our cost reduction plan.

Depreciation and Amortization— Technology costs decreased $14 million, or 20%, for the year ended December 31, 2024 compared to the prior year primarily due to the completion of amortization of certain capitalized internal use software.

Selling, General and Administrative Expenses

4 unchanged sentences

Hospitality Solutions 43,829 45,311 (1,482) (3) %

Total segment selling, general and administrative expenses 282,016 281,202 814 — %

Corporate 286,435 298,174 (11,739) (4) %

Depreciation and amortization 54,219 55,017 (798) (1) %

Total selling, general and administrative expenses $ 622,670 $ 634,393 $ (11,723) (2) %

Travel Solutions— Selling, general and administrative expenses decreased $12 million, or 4%, for the year ended December 31, 2023 compared to the prior year.

The decrease was driven by a $18 million decrease in labor and professional services due to our cost reduction plan.

This decrease was partially offset by a $4 million increase in the provision for credit losses and a $2 million increase due to investment in our internal business systems.

Hospitality Solutions— Selling, general and administrative expenses decreased $1 million, or 2%, for the year ended December 31, 2023 compared to the prior year primarily due to a $3 million decrease in labor and professional services driven by our cost reduction plan, partially offset by a $2 million increase in the provision for credit losses, primarily due to an unfavorable fluctuation to provision reductions in the prior year.

Travel Solutions— Selling, general and administrative expenses increased $2 million, or 1%, for the year ended December 31, 2024 compared to the prior year primarily due to a $5 million increase in labor and professional services to support our strategic growth initiatives, partially offset by a $3 million decrease due to costs associated with investment in our internal business systems in the prior year.

Hospitality Solutions— Selling, general and administrative expenses decreased $1 million, or 3%, for the year ended December 31, 2024 compared to the prior year primarily due to a $2 million decrease in labor and professional services driven by our cost reduction plan.

Corporate— Selling, general and administrative expenses decreased $12 million, or 4%, for the year ended December 31, 2024 compared to the prior year.

This decrease was partially driven by a decrease of $19 million in stock-based compensation primarily due to forfeitures of unves ted shares, a $17 million decrease in legal costs resulting from ongoing litigation, a $15 million decrease due to a litigation reserve recorded in the prior year, and a decrease in other ongoing business expenses.

These decreases were partially offset by a $26 million restructuring charge for severance and related benefits costs associated with the reduction of our workforce in 2023, an $11 million charge associated with a tax litigation matter, and a $5 million increase in labor and professional services costs.

The decrease was primarily driven by a $25 million decrease in restructuring costs and an $8 million decrease in labor and professional services, both driven by our cost reduction plan.

These decreases were partially offset by a $10 million increase in indirect taxes, a $5 million increase in a litigation reserve, and a $4 million increase in stock-based compensation primarily due to forfeitures of unvested shares in the prior year.

Interest expense, net

3 unchanged sentences

Interest expense, net $ 509,643 $ 447,878 $ 61,765 14 %

Interest expense increased $153 million, or 52%, for the year ended December 31, 2023 compared to the same period in the prior year primarily due to higher interest rates on our term loans and additional interest incurred in connection with the financing activities that have occurred during 2023.

This increase was partially offset by the impact of our interest rate swaps.

Debt for further details these debt transactions and Note 11.

Derivatives for further details regarding our interest rate swaps.

Interest expense increased $62 million, or 14%, for the year ended December 31, 2024 compared to the same period in the prior year primarily due to additional interest incurred since the prior year period in connection with the Senior Secured Term Loan Due 2028, June 2027 Notes, FILO Facility and 2026 Exchangeable Notes, partially offset by lower interest incurred in connection with the September 2025 Notes and April 2025 Notes (as these terms are defined in "Liquidity and Capital Resources").

Debt for further details regarding these debt transactions.

Loss on Extinguishment of Debt, net

We recognized a loss on extinguishment of debt of $38 million during the year ended December 31, 2024 as a result of the refinancing activity that occurred in the first quarter of 2024.

We recognized a loss on extinguishment of debt of $109 million during the year ended December 31, 2023, including a loss on extinguishment of debt of $121 million as a result of the financing activity that occurred in the third quarter of 2023, partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second quarter of 2023.

We recognized a loss on extinguishment of debt of $4 million during the year ended December 31, 2022 as a result of the refinancing that occurred in 2022.

Debt for further details regarding these debt transactions .

Debt for further details regarding these debt transa ctions .

Year Ended December 31,

2 unchanged sentences

Other, net $ 21,587 $ (13,751) $ 35,338 (257) %

Other, net increased $123 million for the year ended December 31, 2023 compared to the same period in the prior year primarily due to the gain on the sale of AirCentre of $180 million in the prior year, partially offset by a change in fair value of our GBT investment from a loss of $26 million in the prior year to a loss of $2 million in the current year, as well as other non-

operating gains of $15 million in the current year and realized and unrealized foreign currency exchange gains.

Acquisitions and Dispositions for further details regarding the AirCentre sale and Note 12.

Fair Value Measurements for further details regarding the GBT investment.

Provision for Income Taxes

Other, net increased $35 million for the year ended December 31, 2024 compared to the same period in the prior year primarily due to $21 million in debt modification costs associated with the financing activity that occurred in the fourth quarter of 2024, a $16 million increase primarily due to other non-operating gains recognized in the prior year and a $4 million increase due to realized and unrealized foreign currency exchange losses in the current period.

This increase is partially offset by changes in realized and unrealized gains and losses from our investments in securities from a loss of $2 million in the prior year period to a

gain of $3 million in the current year period.

Fair Value Measurements for further details regarding our investments in securities and Note 10.

Debt for further details regarding debt transa ctions .

(Benefit) provision for Income Taxes

Year Ended December 31,

1 unchanged sentence

(Amounts in thousands)

Provision for income taxes $ 34,729 $ 8,666 $ 26,063 301 %

Our effective tax rate for each of the years ended December 31, 2023 and 2022 was less than 1%.

The effective tax rate for the year ended December 31, 2023, as compared to the same period in 2022 decreased primarily due to changes in the valuation allowance due to adjustments based on realizability of the related deferred tax assets.

The differences between our effective tax rate and the U.S.

federal statutory income tax rate primarily resulted from our geographic mix of taxable income in various tax jurisdictions, tax permanent differences, valuation allowances, and tax credits.

(Benefit) provision for income taxes $ (1,777) $ 34,729 $ (36,506) (105) %

For the year ended December 31, 2024, we recognized $2 million of income tax benefit, representing an effective tax rate of less than 1%, compared to an income tax expense of $35 million, also representing an effective tax rate of less than 1% for the year ended December 31, 2023.

The effective tax rate decreased for the year ended December 31, 2024, as compared to the prior year primarily due to a decrease in valuation allowance recorded in the current period and various discrete items recorded in each of the respective years.

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

federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Years Ended December 31, 2023 and 2022

8 unchanged sentences

Travel Solutions —Revenue increased $331 million, or 14%, for the year ended December 31, 2023 compared to the prior year, primarily due to:

• a $721 million, or 80%, increase in distribution revenue, which was primarily due to a 46% increase in direct billable bookings to 302 million primarily as a result of continued recovery trends from the COVID-19 pandemic and favorable rate impacts from improved international and corporate bookings;

• an $87 million, or 14%, increase in IT solutions revenue consisting of a $114 million, or 52% in crease in reservation revenue primarily due to a 50% increase in passengers boarded to 637 million as a result of the continued recovery trends from the COVID-19 pandemic, $24 million of previously deferred revenue recognized during the three months ended March 31, 2022 due to a change in facts and circumstances associated with a Russian carrier, a $15 million increase due to the recognition of termination fees on a carrier in the process of de-migrating from our systems, and the recognition of $3 million in previously deferred revenue from a customer that entered liquidation.

Revenue from Contracts with Customers.

These increases were partially offset by an unfavorable rate mix due to revenue that does not fluctuate with our volumes and a $4 million redu ction associated with a Russian carrier.

Additionally, commercial and operations revenue decrease d $27 million du e to a $69 million decline as a result of the sale of our AirCentre portfolio on February 28, 2022, partially offset by a $31 million increase in other product revenue and a $10 million inc rease due to the aforementioned termination fees on the carrier that is de-migrating.

In addition, we incurred a $36 million decrease due to the sale of our AirCentre portfolio on February 28, 2022.

These decreases were partially offset by a $28 million increase in revenue due to an 8% increase in passengers boarded to 689 million.

Hospitality Solutions —Revenue increased $50 million, or 19%, for the year ended December 31, 2023 compared to the prior year.

The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 21% to 111 million, as a result of continued recovery from the COVID-19 pandemic, and a $4 million increase in DX revenue.

The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 10% to 122 million driven by new customer deployments and a favorable mix within our distribution channels.

Additionally, DX revenue increased by $2 million.

Cost of Revenue, excluding technology costs

10 unchanged sentences

Travel Solutions —Cost of revenue, excluding technology costs, increased $144 million, or 16%, for the year ended December 31, 2023 compared to the prior year.

The increase was primarily driven by a $337 million increase in incentive consideration due to higher transaction volume as well as an increase in rates given the continued recovery from the COVID-19 pandemic.

This increase was partially offset by a decrease in labor and professional services costs resulting from the sale of AirCentre and other labor related expenses.

The increase was primarily driven by a $185 million increase in incentive consideration due to higher transaction volume as well as an increase in rates.

This increase was partially offset by a decrease in labor and professional services costs partially due to our cost reduction plan and the sale of AirCentre.

This increase was partially offset by a $3 million decrease in labor and professional services costs due to our cost reduction plan.

Technology Costs

4 unchanged sentences

Hospitality Solutions 98,826 110,242 (11,416) (10) %

Total segment technology costs 910,243 956,334 (46,091) (5) %

Corporate 56,897 48,656 8,241 17 %

Depreciation and amortization 69,456 91,107 (21,651) (24) %

Total technology costs $ 1,036,596 $ 1,096,097 $ (59,501) (5) %

Travel Solutions— Technology costs increased $34 million, or 4%, for the year ended December 31, 2022 compared to the prior year.

The increase was due to a $59 million increase in technology costs due to higher transaction volumes given the continued recovery from the COVID-19 pandemic and expected temporary costs resulting from our cloud migration efforts.

Additionally, labor and professional services increased $30 million to support our technology transformation initiatives, and other ongoing business expenses increased by $2 million.

W e incurred a significant amount of incremental technology costs in 2022 over the prior year as a result of our technology transformation.

These increases were partially offset by a decrease in depreciation and amortization of $57 million primarily due to a change in the mix of our technology spend beginning in 2019 resulting in less capitalized internal use software as well as a reduction due to the sale of our AirCentre portfolio.

Hospitality Solutions— Technology costs increased $26 million, or 28%, for the year ended December 31, 2022 compared to the prior year due to a $16 million increase in technology costs to support our technology transformation initiatives, including the migration of SynXis to the cloud, and a $14 million increase in labor and professional services costs.

These increases were partially offset by a $3 million decrease in depreciation and amortization primarily driven by a change in the mix of our technology spend beginning in 2019 resulting in less capitalized internal use softw are.

The migration to the cloud for SynXis is expected to result in higher cloud-based transaction costs for Hospitality Solutions whereas historically it incurred data center operating costs and incurred hardware and infrastructure costs, which were capitalized, and became fully depreciated in prior periods.

Corporate— Technology costs decreased $17 million, or 21%, for the year ended December 31, 2022 compared to the prior year primarily due to a $10 million decrease in depreciation and amortization associated with a reduction in intangible amortization as a result of the completion of amortization of technology assets from prior acquisitions, and a $7 million decrease in labor and professional services costs.

Travel Solutions— Technology costs decreased $35 million, or 4%, for the year ended December 31, 2023 compared to the prior year.

The decrease was primarily due to a $28 million decrease in technology costs due to cost savings related to our mainframe offloads and data migrations.

A dditionally, labor and professional services decreased by $8 million due to our cost reduction plan, which was partially offset by increased costs to support our technology transformation and strategic growth initiatives.

Hospitality Solutions— Technology costs decreased $11 million, or 10%, for the year ended December 31, 2023 compared to the prior year primarily due to a $17 million decrease in labor and professional services driven by our cost reduction plan.

Corporate— Technology costs increased $8 million, or 17%, for the year ended December 31, 2023 compared to the prior year primarily due to a $27 million restructuring charge associated with the reduction of our workforce in 2023, partially offset by a $10 million decrease in stock-based compensation primarily due to forfeitures of unvested shares, and an $8 million decrease in labor and professional services driven by our cost reduction plan.

Depreciation and Amortization— Technology costs decreased $22 million, or 24%, for the year ended December 31, 2023 compared to the prior year primarily due to a $12 million decrease due to the sale of our AirCentre portfolio and the completion of amortization of capitalized internal use software, as well as an $11 million decrease due to the completion of amortization of technology assets from prior acquisitions.

Selling, General and Administrative Expenses

4 unchanged sentences

Hospitality Solutions 45,311 47,629 (2,318) (5) %

Total segment selling, general and administrative expenses 281,202 295,139 (13,937) (5) %

Corporate 298,174 312,470 (14,296) (5) %

Depreciation and amortization 55,017 53,550 1,467 3 %

Total selling, general and administrative expenses $ 634,393 $ 661,159 $ (26,766) (4) %

Travel Solutions— Selling, general and administrative expenses increased $7 million, or 3%, for the year ended December 31, 2022 compared to the prior year.

The increase was driven by a $9 million in crease in the provision for expected credit losses due to the unfavorable comparison to a provision reversal in the prior year as the economy began to recover and payment experience began to improve and a $4 million increase due to continued investment in our internal business systems .

These increases were partially offset by a $5 million d ecrease in depreciation and amortization and a $2 million decrease in labor and professional services costs.

Hospitality Solutions— Selling, general and administrative expenses increased $7 million, or 15%, for the year ended December 31, 2022 compared to the prior year primarily due to a $7 million increase in labor and professional services costs related to our business strategy to support the long-term growth of the business and a $2 million increase in technology costs related to internal investments in business systems.

This increase was partially offset by a $2 million decrease in the provision for expected credit losses due to an improvement in our expected credit losses in the current year as a result of the continued recovery from the COVID-19 pandemic, and lower depreciation and amortization.

Corporate— Selling, general and administrative expenses increased $38 million, or 12%, for the year ended December 31, 2022 compared to the prior year.

This increase was driven by a $19 million increase consisting of $7 million related to labor and professional services and $12 million related to our business structure and strategy to support the long-term growth of the business, a $15 million increase due to litigation reserves, an $8 million increase in risk and security costs, a $7 million increase in transaction tax expense, a $5 million increase related to an impairment associated with an IT Solutions customer located in Russia, a $5 million increase for restructuring costs and the reversal of severance costs in the prior year associated with the reduction of our workforce in 2020, and a $6 million increase in other ongoing business expenses.

These increases were partially offset by a $29 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.

Travel Solutions— Selling, general and administrative expenses decreased $12 million, or 5%, for the year ended December 31, 2023 compared to the prior year.

The decrease was driven by a $18 million decrease in labor and professional services due to our cost reduction plan.

This decrease was partially offset by a $4 million increase in the provision for credit losses and a $2 million increase due to investment in our internal business systems.

Hospitality Solutions— Selling, general and administrative expenses decreased $2 million, or 5%, for the year ended December 31, 2023 compared to the prior year primarily due to a $3 million decrease in labor and professional services driven by our cost reduction plan, partially offset by a $2 million increase in the provision for credit losses, primarily due to an unfavorable fluctuation to provision reductions in the prior year.

Corporate— Selling, general and administrative expenses decreased $14 million, or 5%, for the year ended December 31, 2023 compared to the prior year.

Interest expense, net

3 unchanged sentences

Interest expense, net $ 447,878 $ 295,231 $ 152,647 52 %

Interest expense increased $37 million, or 15%, for the year ended December 31, 2022 compared to the same period in the prior year primarily due to higher interest rates on our term loans.

Interest expense increased $153 million, or 52%, for the year ended December 31, 2023 compared to the prior year primarily due to higher interest rates on our term loans and additional interest incurred in connection with the financing activities that occurred during 2023.

This increase was partially offset by the impact of our interest rate swaps.

2 unchanged sentences

Loss on Extinguishment of Debt

We recognized a loss on extinguishment of debt of $4 million during the year ended December 31, 2022 as a result of the refinancings that occurred in 2022 and a loss on extinguishment of debt of $13 million during the year ended December 31, 2021 as a result of the refinancing that occurred in 2021.

We recognized a loss on extinguishment of debt of $4 million during the year ended December 31, 2022 as a result of the refinancing that occurred in 2022.

Debt for further details regarding these debt transactions .

3 unchanged sentences

Other, net $ (13,751) $ (136,645) $ 122,894 (90) %

** not meaningful

Other, net increased $138 million for the year ended December 31, 2022 compared to the same period in the prior year primarily due to the gain on the sale of AirCentre of $180 million partially offset by a fair value loss of $26 million on our GBT

investment and a $15 million gain on sale of investment recorded in the first quarter of 2021.

Other, net increased $123 million for the year ended December 31, 2023 compared to the prior year primarily due to the gain on the sale of AirCentre of $180 million in the prior year, partially offset by a change in fair value of our investments in securities from a loss of $26 million in 2022 to a loss of $2 million in 2023, as well as other non-operating gains of $15 million in

2023 and realized and unrealized foreign currency exchange gains.

Acquisitions and Dispositions for further details regarding the AirCentre sale and Note 12.

Fair Value Measurements for further details regarding the GBT investment.

Provision (benefit) for Income Taxes

Fair Value Measurements for further details regarding our investments in securities.

Provision for Income Taxes

Year Ended December 31,

1 unchanged sentence

(Amounts in thousands)

Provision (benefit) for income taxes $ 8,666 $ (14,612) $ 23,278 (159) %

Our effective tax rate for the year ended December 31, 2022 and 2021 was less than 1% and 2%, respectively.

The effective tax rate for the year ended December 31, 2022, as compared to the same period in 2021 decreased primarily due to non-deductible goodwill related to the disposition of AirCentre.

Provision for income taxes $ 34,729 $ 8,666 $ 26,063 301 %

Our effective tax rate for each of the years ended December 31, 2023 and 2022 was less than 1%.

The differences between our effective tax rate and the U.S.

5 unchanged sentences

Cash and cash equivalents $ 724,479 $ 648,207

Outstanding balance under the AR Facility (1)

82,200 110,000

Available undrawn balance under the AR Facility (1)

AR Facility outstanding balance 110,000 —

Available under the bilateral letter of credit facility 8,486 8,473

Outstanding letters of credit under the bilateral letter of credit facility 12,535 11,514

As of December 31, 2023, we had $110 million outstanding under the AR Facility with a borrowing base of $110 million, of which Sabre had availability of less than $1 million.

Our AR Facility matures on January 14, 2025 at the earliest and February 13, 2026 at the latest, depending on certain “springing” maturity conditions.

The AR Facility allows us the ability to prepay the principal amount prior to the maturity date without penalty.

Available under the bilateral letter of credit facility 7,465 8,486

______________________

(1) AR Facility (as defined below) does not include the FILO Facility (as defined below).

As of December 31, 2024, we had $82 million outstanding under the AR Facility.

The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty See Note 10.

We consider cash equivalents to be highly liquid investments that are readily convertible into cash.

6 unchanged sentences

We have experienced continued material headwinds within our consolidated financial results for 2022 and 2023.

We have experienced volume growth that has generally leveled off, which may continue into the future and could impact our rate of growth.

These changes have had, and we believe they will continue to have, a material negative impact on our financial results and liquidity, and this negative impact may continue.

Given the uncertain economic environment, we cannot provide assurance that the assumptions used to estimate our liquidity requirements will be accurate.

We will continue to monitor our liquidity and take additional steps should we determine they are necessary.

In 2022 and 2023, we refinanced and extended the maturity on portions of our debt, which also negatively impacted our results due to increasing interest rates, as well as negatively impacted our liquidity due to our utilizing $130 million in cash from our balance sheet.

In the second quarter of 2023, we implemented a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base.

However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $231 million of principal due at maturity under current debt facilities.

In 2023 and 2024, we refinanced and extended the maturity on portions of our debt, which negatively impacted our results due to increasing interest rates, as well as negatively impacted our liquidity due to our utilizing cash from our balance sheet.

In the second quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base.

We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds.

We will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, and service our debt and other long-term liabilities.

cash flow is calculated as cash flow from operations reduced by additions to property and equipment.

We expect the full year 2024 free cash flow to be positive.

We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long-

term liabilities.

Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment.

We expect the full year 2025 free cash flow to be greater than $200 million, which we expect to be impacted by normal seasonality on a quarterly basis.

Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service obligations could harm our business, financial condition and results of operations.

Our ability to make payments on and to refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.

See “Risk Factor—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.”

On an ongoing basis, we will evaluate and consider strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.

See “Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.”

We have regularly evaluated and considered, and in the future we will continue to evaluate and consider, strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.

These transactions may require cash expenditures or generate proceeds and, to the extent they require cash expenditures, may be funded through a combination of cash on hand, debt or equity offerings.

While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2023 based on our operating and non-operating results along with provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of Net Operating Loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and development costs.

While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2024 based on our operating and non-operating results pursuant to the provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of net operating loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and development costs.

As a result, we expect to be a U.S.

federal cash taxpayer in 2024, and we also expect to benefit from the usage of NOLs in 2024 to the extent available.

federal cash taxpayer in 2025, and we also expect to benefit from the utilization of NOLs in 2025 to the extent available.

We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2025.

The 2023 Term Loan Agreement, as described below, requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries.

Additionally, several countries, primarily Canada and in Europe, have proposed or adopted DST on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence.

We record DST in selling, general and administrative costs in the consolidated statements of operations.

During the second quarter of 2024, we recorded $8 million of DST related to recently enacted legislation in Canada, of which $6 million was retroactive to periods prior to 2024.

These amounts will become due in the second quarter of 2025.

We are continuing to analyze the ongoing impacts of DST on our business in various jurisdictions and currently expect future DST expense to be lower than current periods, unless additional jurisdictions adopt DST with a retroactive date.

In the third quarter and fourth quarters of 2024, we increased our DST reserves further for additional jurisdictions that we believe are applicable;

payment of these amounts may negatively impact our cash flow.

The 2023 Term Loan Agreement, as defined below, requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries.

Otherwise, our cash, cash equivalents and marketable securities held by our foreign subsidiaries are available to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2023, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes.

We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2024, with certain limited exceptions and have not, in those cases, recorded corresponding deferred taxes.

We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2024 and have not provided deferred taxes on any outside basis differences.

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We had no off balance sheet arrangements during the years ended December 31, 2024, 2023 and 2022.

Our debt obligation includes all interest and principal of borrowings under our senior secured credit facilities, senior secured term loan due 2028, AR Facility, senior secured notes due 2025 and 2027 and senior exchangeable notes due 2025.

Our debt obligation includes all interest and principal of borrowings under our senior secured credit facilities, senior secured term loan due 2028, securitization facility, senior secured notes due 2025, 2027 and 2029 and senior exchangeable notes due 2025 and 2026.

Under certain circumstances, we are required to pay a percentage of the excess cash flow, if any, generated each year to our lenders which is not reflected in the amount disclosed below.

Interest on the senior secured credit facilities, senior secured term loan due 2028 and AR Facility is based on the SOFR rate or the Reference Rate plus a base margin and includes the effect of interest rate swaps.

Interest on the senior secured credit facilities, senior secured term loan due 2028 and securitization facility is based on the SOFR rate or the Reference Rate plus a base margin and includes the effect of interest rate swaps.

Debt, to our consolidated financial statements.

As of December 31, 2024, we had a total debt obligation, including interest, of $7 billion, with $623 million due within the next 12 months.

Interest capitalized or expected to be capitalized into debt as paid-in-kind is included in the period it will ultimately become due.

For purposes of this disclosure, we have used projected SOFR or Reference Rates, as applicable, for all future periods.

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We have renewal options of various term lengths in approximately 24 leases.

We have 1 purchase options and no restrictions imposed by our leases concerning dividends or additional debt.

We have 1 purchase option and no restrictions imposed by our leases concerning dividends or additional debt.

Leases, to our consolidated financial statements.

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Purchase obligations represent an estimate of open purchase orders and contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, 2024.

Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our

requirements based on our business needs prior to the delivery of goods or performance of services.

Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our requirements based on our business needs prior to the delivery of goods or performance of services.

As of December 31, 2024, we had a total purchase obligation of $240 million, with $173 million due within the next 12 months.

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As of December 31, 2024, we had a total obligation of $13 million, with $10 million due within the next 12 months.

Unrecognized tax benefits

Unrecognized tax benefits include associated interest and penalties.

Legal obligation

In December 2024, we entered into a settlement agreement in which we agreed to pay US Airways an aggregate of $20 million, due within the next 12 months.

Commitments and Contingencies, to our consolidated financial statements for further details.

Uncertain tax positions

Uncertain tax positions include associated interest and penalties.

The timing of related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which are variable and outside our control.

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Approximately 27% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate.

See “Risk Factors—We are exposed to interest rate fluctuations." In the future, we may review opportunities to refinance our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S.

See “Risk Factors—We are exposed to interest rate fluctuations." From time to time, we review and consider opportunities to refinance or repurchase our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.

The global capital markets experienced periods of volatility throughout 2023 and 2024 in response to the geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S.

monetary policy.

During 2023 and 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.

However, the June 2023 Refinancing (as defined below) provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

Additionally, the issuance of the June 2027 Notes (as defined below) resulted in cash payments totaling $130 million primarily to holders of prior notes but allowed us to better manage our ongoing interest expense and payments and extend our debt maturities.

However, the 2023 Term Loan Agreement, as defined below, provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.

Subject to market conditions, we may opportunistically refinance portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher dilution.

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Any such action will depend on market conditions and various other factors existing at that time.

Furthermore, we may be required to pay US Airways' reasonable attorneys' fees and costs related to our antitrust litigation with US Airways.

Commitments and Contingencies, to our consolidated financial statements.

Our continued access to capital resources depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings.

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In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could restrict our business operations.

For more information, see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available."

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.

In the first quarter of 2023, we entered into a securitization transaction on our accounts receivable balances pursuant to the AR facility which provided a maximum of $200 million in additional funding.

In June 2023, we entered into the 2023 Term Loan Agreement, which provides for a senior secured term loan of up to $700 million in aggregate principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels.

For more information,

see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available."

Under the Amended and Restated Credit Agreement, dated as of February 19, 2013 (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.

In the first quarter of 2023, we entered into the AR Facility of up to $200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of $235 million (as each of such terms is defined below) .

In June 2023, we entered into a series of transactions including an intercompany secured term loan agreement (the "Pari Passu Loan Agreement") and a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement"), which provides for a senior secured term loan of up to $700 million in aggregate principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels.

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

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

restrictive than, the Amended and Restated Credit Agreement.

As of December 31, 2023, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the AR Facility and the 2023 Term Loan Agreement.

As of December 31, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility (as defined below), the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

We are required to pay down our term loans by an amount equal to 50% of annual excess cash flow, as defined in the Amended and Restated Credit Agreement.

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We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement.

As of December 31, 2023, we have reinvested $277 million of the proceeds from the disposition of AirCentre.

As of December 31, 2023, we had reinvested $277 million of the proceeds from the disposition of AirCentre.

In 2023, we prepaid $16 million in principal and unaccrued interest on 2021 Term Loan B-2, and $32 million in principal and unaccrued interest on 2022 Term Loan B-1 and 2022 Term Loan B-2, using the remaining net cash proceeds from the sale of AirCentre, in accordance with the contractual terms of the Amended and Restated Credit Agreement dated February 19, 2013.

Recent Events Impacting Our Liquidity and Capital Resources

Debt Agreements

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

5 to the Credit Agreement (the “SOFR Amendment”).

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

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

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

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

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

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

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

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

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

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

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

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

We recognized a net gain on extinguishment of debt in connection with the June 2023 Refinancing during the year ended December 31, 2023 of $13 million.

As of December 31, 2023, we are in compliance with the covenants under the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

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

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

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

The June 2027 Notes mature on June 1, 2027.

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

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

We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the 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 9.25% senior secured notes and 7.375% senior secured notes.

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

As of December 31, 2023, we had $110 million outstanding under the AR Facility.

These proceeds are being used for general corporate purposes.

Senior Secured Credit Facilities

On November 25, 2024, we entered into a third and fourth amendment to the Amended and Restated Credit Agreement (together, the “Term Loan B Amendments”) to which Sabre GLBL agreed to exchange $775 million of our existing senior secured term loans (the “Existing Term Loans”) for the same amount of new senior secured term loans maturing on November 15, 2029 (the “2024 Term Loans”).

We incurred no additional indebtedness as a result of this refinancing.

The Term Loan B Amendments included the application of the proceeds of a new $700 million and $75 million term loan “B” facility (the “2024 Term Loan B-1” and the”2024 Term Loan B-2”, respectively), borrowed by Sabre GLBL under the Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $775 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the Term Loan B Amendments.

We incurred third-party fees of approximately $10 million plus $14 million of accrued and unpaid interest, of which $9 million and $14 million were paid in cash, respectively, during the year ending December 31, 2024, and $1 million of third-party fees will be paid subsequent to December 31, 2024.

We determined that the Term Loan B Amendments represent a debt modification and therefore we expensed all $10 million of third-party costs, to Other, Net in our consolidated statements of operations for the year ended December 31, 2024 and are included in cash flow from operations as paid.

The 2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 2029.

They offer us the ability to prepay or repay with a 1.0% call premium on or prior to the six-month anniversary of the amendment effective date, or without a call premium thereafter.

The 2024 Term Loans will bear interest at Term SOFR, plus an applicable margin of 600 basis points, or at base rate, plus an applicable margin of 500 basis points.

The term SOFR for the 2024 Term Loans is subject to a floor of 0.50% per annum and the base rate is subject to a floor of 1.50% per annum.

Except for the extended maturity and new pricing terms, the 2024 Term Loans have substantially similar terms as the Existing Term Loans, including guarantees and security interests.

Senior Secured Notes

On November 25, 2024, Sabre GLBL exchanged approximately $246 million in principal amount of our 8.625% senior secured notes due 2027 (the “June 2027 Notes”) and approximately $509 million in principal amount of our 11.250% senior secured notes due December 2027 (the “December 2027 Notes”) for approximately $800 million of new 10.750% senior secured notes due November 2029 (the “November 2029 Notes”) (the “Initial November 2024 Exchange Transactions”).

Shortly thereafter, on November 27, 2024, Sabre GLBL issued an additional approximately $25 million in aggregate principal amount of November 2029 Notes in exchange for approximately $21 million of our 9.25% senior secured notes due 2025 (the “April 2025 Notes”) and approximately $4 million of our 7.375% senior secured notes due 2025 (the “September 2025 Notes”) (together with the Initial November 2024 Exchange Transactions, the “November 2024 Exchange Transactions”).

Other than the issuance date and issue price, these additional November 2029 notes have the same terms, form a single series with, and are fungible with the November 2029 Notes described above.

The November 2029 Notes bear interest at a rate of 10.750% per annum, and interest payments are due semi-annually in arrears on May 15 and November 15 of each year, beginning May 15, 2025.

The November 2029 Notes mature on November 15, 2029.

Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness as a result of the exchange other than $45 million of early exchange consideration on the November 2029 Notes, which was recorded as a discount.

We incurred $11 million in fees, along with $31 million in accrued and unpaid interest, of which $10 million and $31 million were paid in cash, respectively, during the year ending December 31, 2024 , and $1 million of third-party fees will be paid subsequent to December 31, 2024 .

We determined that the November 2024 Exchange Transactions, including the impact of the early exchange consideration, represent a debt modification and therefore, expensed $11 million of debt modification costs in Other, net in our consolidated statements of operations for the year ended December 31, 2024 and included in cash flow from operations as paid.

The November 2029 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 facilities governed by the Amended and Restated Credit Agreement.

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

No additional indebtedness was incurred as a result of the March 2024 Senior Secured Exchange 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 issued in September 2023.

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

We determined that the March 2024 Senior Secured 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, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.

Exchangeable Notes

On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our outstanding 4.000% senior exchangeable notes due 2025 (the “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 (the "March 2024 Exchangeable Notes Exchange Transaction").

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 March 2024 Exchangeable

Notes 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").

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

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 the 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 December 31, 2024 , we had $202 million outstanding under the Securitization Facility, consisting of $82 million under the AR Facility and $120 million outstanding under the FILO Facility.

The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50% payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock.

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

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

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

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

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

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During the year ended December 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 the cash management measures we are undertaking as a result of the market conditions caused by COVID-19.

On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we undertook as a result of the market conditions caused by COVID-19.

As of December 31, 2024, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases.

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See “Risk Factors—The terms of our debt covenants could limit our discretion in operating our business and any failure to comply with such covenants could result in the default of all of our debt.”

Senior Secured Credit Facilities

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

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

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

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

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

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

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

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

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

On August 15, 2022, we entered into an amendment to refinance a portion of our then-outstanding Term Loan B facility (the "August 2022 Refinancing").

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

The August 2022 Refinancing included the application of the proceeds of a new $675 million term loan “B” facility (the “2022 Term Loan B-2 Facility”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $647 million of the existing Term Loan B credit facility under the Amended and Restated Credit Agreement.

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

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

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

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

The 2022 Term Loan B-2 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months 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.

Applicable margins for the 2021 Term Loan B-1 and 2021 Term Loan B-2 are 3.50% per annum for Term SOFR loans and 2.50% per annum for base rate loans over the life of the loan, with a floor of 0.50% for the Term SOFR rate, and 1.50% for the base rate, respectively, and a credit spread adjustment factor of 0.11%.

Applicable margins for the 2022 Term Loan B-1 are 4.25% per annum for Term SOFR loans and 3.25% per annum for base rate loans over the life of the loan, with a floor of 0.50% for the Term SOFR rate, and 1.50% for the base rate, respectively, and a credit spread adjustment factor of 0.10%.

Applicable margins for the 2022 Term Loan B-2 are 5.00% per annum for Term SOFR loans and 4.00% per annum for base rate loans over the life of the loan, with a floor of 0.50% for the Term SOFR rate, and 1.50% for the base rate, respectively, and a credit spread adjustment factor of 0.10%.

Operating Activities

Cash provided by operating activities totaled $71 million for the year ended December 31, 2024.

The $333 million increase in operating cash flow from 2022 was primarily due to increased transaction volumes, partially offset by a $108 million increase in interest payments related to our debt and $48 million of severance payments made in connection with our cost

reduction plan.

Additionally, cash flow from operations in 2023 benefited from several working capital initiatives, which is not expected to reoccur in 2024.

Cash used in operating activities totaled $276 million for the year ended December 31, 2022.

The $138 million increase in operating cash flow from 2021 was primarily due to an improvement in our results of operations as a result of the gradual global recovery from the COVID-19 pandemic during 2022 , partially offset by payments of $67 million to our employees under performance-based bonus plans that did not occur in the prior year and an increase in interest payments of $39 million related to our term loans.

The $14 million increase in operating cash flow from 2023 was primarily due to earnings growth, a $12 million decrease in interest payments related to our debt, primarily due to the deferral of paid-in-kind interest and a $31 million decrease in severance payments made in connection with our cost reduction plan.

These changes were partially offset by payments of $17 million associated primarily with employee retention plans and $19 million paid for debt modification costs associated with the refinancing activity in the fourth quarter of 2024.

Additionally, 2023 benefited from several working capital initiatives, which did not repeat in 2024.

Cash provided by operating activities totaled $56 million for the year ended December 31, 2023.

Additionally, cash flow from operations in 2023 benefited from several working capital initiatives.

Investing Activities

For the year ended December 31, 2024, we used $84 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems, partially offset by proceeds received from the sale of investment in securities of $55 million.

For the year ended December 31, 2023, we used $87 million of cash for capital expenditures primarily related to software developed for internal use, and $23 million for investment and acquisition-related activity.

For the year ended December 31, 2022, we received proceeds of $392 million from the sale of AirCentre, partially offset by $69 million of cash used on capital expenditures primarily related to software developed for internal use, $80 million for the investment in GBT, and $69 million for Conferma and other acquisitions.

Financing Activities

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Significant highlights of our financing activities included:

• proceeds of $780 million from the issuance of the November 2029 Notes;

• payment of $509 million on the December 2027 Notes, payment of $246 million on the June 2027 Notes, payment of $21 million of the April 2025 Notes and payment of $4 million of the September 2025 Notes;

• proceeds of $775 million from the issuance of the 2024 Term Loans;

• payment of $775 million on our Existing Term Loans;

• proceeds of $150 million from the issuance of the 2026 Exchangeable Notes ;

• payment of $150 million on our 2025 Exchangeable Notes ;

• proceeds of $120 million from the issuance of the FILO Facility;

• proceeds of $50 million from the issuance of our June 2027 Notes;

• payment of $50 million for debt discount and issuance costs;

• payment of $36 million on our September 2025 Notes and $7 million on our April 2025 Notes;

• net payment of $28 million on borrowings on our AR Facility;

• net payments of $7 million from the settlement of employee stock awards.

For the year ended December 31, 2023, we used $94 million for financing activities.

Significant highlights of our financing activities included:

• proceeds of $853 million from the issuance of the 8.625% senior secured notes due 2027;

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• net payments of $6 million from the settlement of employee stock awards.

For the year ended December 31, 2022, we used $75 million for financing activities.

Significant highlights of our financing activities included:

• proceeds of $624 million, $650 million, and $545 million from the issuance of the 2022 Term Loan B-1 Facility, the 2022 Term Loan B-2 Facility and the December 2027 Notes;

• payment of $1.8 billion on Term Loan B;

• payment of $17 million on 2021 Term B-1 Facility, 2021 Term B-2 Facility, 2022 Term Loan B-1 Facility and 2022 Term Loan B-2 Facility;

• payment of $33 million in debt discount and issuance costs;

• payment of $21 million in dividends on our preferred stock;

• net payments of $16 million from the settlement of employee stock awards.

Recent Accounting Pronouncements

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Due to the long-term nature of the relevant contracts, recovery of these assets is not sensitive to near-term declines in volumes.

For the year ended December 31, 2023, we did not impair any of these assets as a result of the related contracts becoming uncollectable, modified or canceled.

For the year ended December 31, 2024, impairment of these assets as a result of the related contracts becoming uncollectable, modified or canceled was $1 million.

Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.

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We begin our evaluation with a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value before applying a quantitative assessment.

Our qualitative assessments consider a variety of factors, including but not limited to domestic and international economic indicators, interest rates, our financial performance, and the most recent information from the International Air Transport Association ("IATA") about global passenger traffic returning to pre-COVID-19 levels, which we believe to be a key assumption.

If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, or if we decide to bypass the qualitative assessment, we perform a quantitative assessment comparing the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit.

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Changes in the assumptions used in our impairment testing may result in future impairment losses which could have a material impact on our results of ope rations.

As of our last quantitative test in 2023, fair value exceeded current value by more than 10% and our subsequent qualitative tests provided no indicators that it is more likely than not that fair value is less than carrying value.

We utilize third-party appraisal firms to assist us in determining the fair value of a reporting unit as part of performing the quantitative assessment.

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This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively settled issues under audit and new audit activity.

At December 31, 2023 and 2022 , we had a liability, including interest and penalty, of $61 million and $97 million, respectively, for unrecognized tax benefits, of whic h $57 million and $88 million , respectively, would affect our effective tax rate if recognized.

At December 31, 2024 and 2023 , we had a liability, including interest and penalty, of $39 million and $61 million, respectively, for uncertain tax positions, of whic h $36 million and $57 million , respectively, would affect our effective tax rate if recognized.

Such a change in recognition or measurement would result in the recognition of a tax benefit or an additional charge to the provision for income taxes from continuing operations.

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While certain legal proceedings and related indemnification obligations and certain tax matters to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses.

Given the inherent uncertainties of litigation and tax claims, the ultimate outcome of these matters cannot be predicted, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for

probable and reasonably estimable loss contingencies.

Given the inherent uncertainties of

litigation and tax claims, the ultimate outcome of these matters cannot be predicted, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies.

A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter.

2 unchanged sentences

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

What changed 10-K

Item 7. Management’s Discussion and Analysis