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Item 8. Financial Statements and Supplementary Data

2025-02-20 compared with 2024-02-15 · 390 added, 381 removed, 1357 unchanged (36% of the section changed)

39 unchanged sentences

Judgment exists in estimating the total contract consideration and allocating amounts to each distinct performance obligation.

Contracts with variable consideration may require forecasts over the term of the contract to determine the appropriate rate used to recognize revenue.

Auditing management’s recognition of IT Solutions revenue was complex and involved a high degree of judgment because of the significant management judgments and estimates required to identify the distinct performance obligations, estimate and allocate contract consideration, and determine the rate used to recognize revenue.

59 unchanged sentences

Interest expense, net ( 509,643 ) ( 447,878 ) ( 295,231 )

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

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

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

Equity method income 2,606 2,042 686

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

1 unchanged sentence

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 )

1 unchanged sentence

Net loss ( 278,683 ) ( 527,940 ) ( 432,778 )

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

Net income (loss) attributable to noncontrolling interests 76 ( 332 ) 2,670

Net loss attributable to Sabre Corporation ( 278,759 ) ( 527,608 ) ( 435,448 )

19 unchanged sentences

Net loss $ ( 278,683 ) $ ( 527,940 ) $ ( 432,778 )

Other comprehensive (loss) income, net of tax:

Other comprehensive income (loss), net of tax:

Foreign currency translation adjustments ("CTA") ( 950 ) 3,890 ( 1,024 )

Retirement-related benefit plans:

Net actuarial (loss) gain, net of taxes of $ 8 , $( 490 ) and $( 517 )

( 5,179 ) ( 136 ) 36,742

Pension settlement, net of taxes of $ — , $( 691 ), $ —

Net actuarial gain (loss), net of taxes of $( 114 ), $ 8 and $( 490 )

166 ( 5,179 ) ( 136 )

Pension settlement, net of taxes of $ — , $ — and $( 691 )

Amortization of prior service credits, net of taxes of $ — , $ — and $ 96

( 1,432 ) ( 1,432 ) ( 1,337 )

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

2,302 6,484 7,985

Amortization of actuarial losses, net of taxes of nil in all periods 2,812 2,302 6,484

Net change in retirement-related benefit plans, net of tax 1,546 ( 4,309 ) 11,027

1 unchanged sentence

7,170 ( 794 ) 5,658

Reclassification adjustment for realized (gains) losses, net of taxes of $ — , $ 78 and $( 3,670 )

Reclassification adjustment for realized gains, net of taxes of $ — , $ — and $ 78

( 7,094 ) ( 6,652 ) ( 1,082 )

1 unchanged sentence

Share of other comprehensive loss of equity method investments ( 495 ) ( 326 ) ( 23 )

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

Other comprehensive income (loss) 177 ( 8,191 ) 14,556

Comprehensive loss ( 278,506 ) ( 536,131 ) ( 418,222 )

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

Comprehensive (income) loss attributable to noncontrolling interests ( 76 ) 332 ( 2,670 )

Comprehensive loss attributable to Sabre Corporation $ ( 278,582 ) $ ( 535,799 ) $ ( 420,892 )

32 unchanged sentences

Stockholders’ equity

Preferred stock;

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

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

Common stock:

18 unchanged sentences

Net loss $ ( 278,683 ) $ ( 527,940 ) $ ( 432,778 )

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

Adjustments to reconcile net loss to cash provided by (used in) operating activities:

Depreciation and amortization 129,484 148,676 184,633

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

Paid-in-kind interest 117,752 53,859 —

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

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

Amortization of upfront incentive consideration 34,317 34,833 44,086

Amortization of debt discount and issuance costs 29,119 22,743 16,026

(Gain) loss on investment fair value adjustment ( 3,234 ) 2,400 26,000

Other 4,598 ( 3,261 ) 5,732

Deferred income taxes ( 2,891 ) 22,287 ( 17,306 )

Provision for expected credit losses 2,059 5,872 ( 285 )

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

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

(Income) loss from discontinued operations — ( 308 ) 679

16 unchanged sentences

Additions to property and equipment ( 84,148 ) ( 87,423 ) ( 69,494 )

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

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

Proceeds from disposition of investments in securities and assets 54,834 — 392,268

Other investing activities ( 300 ) 664 —

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

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

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

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

Financing Activities

Payments on borrowings from lenders ( 1,573,729 ) ( 1,822,661 ) ( 1,061,050 )

Proceeds of borrowings from lenders 1,755,104 1,530,473 1,818,581

Proceeds from borrowings under AR Facility 218,600 — —

Payments on borrowings from lenders ( 1,750,740 ) ( 1,573,729 ) ( 1,822,661 )

Proceeds from borrowings under Securitization Facility 183,500 218,600 —

Payments on borrowings under Securitization Facility ( 91,300 ) ( 108,600 ) —

Debt prepayment fees and issuance costs ( 50,325 ) ( 159,589 ) ( 33,489 )

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

Net payment on the settlement of equity-based awards ( 6,667 ) ( 5,535 ) ( 16,084 )

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

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

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

Other financing activities — 4,200 ( 332 )

Payment for settlement of exchangeable notes — — ( 2,540 )

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

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

Cash Flows from Discontinued Operations

2 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 4,278 ) 1,706 ( 2,358 )

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

Increase (decrease) in cash, cash equivalents and restricted cash 76,274 ( 146,679 ) ( 183,468 )

Cash, cash equivalents and restricted cash at beginning of period 669,244 815,923 999,391

20 unchanged sentences

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

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

Settlement of stock-based awards — — 7,006,082 70 ( 11 ) 1,965,330 ( 16,074 ) — — — ( 16,015 )

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

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

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

Other — — — — — — — — — ( 360 ) ( 360 )

Balance at December 31, 2022 3,290,000 33 353,436,503 3,534 3,198,580 24,894,998 ( 514,215 ) ( 3,506,528 ) ( 65,731 ) 11,500 ( 872,827 )

2 unchanged sentences

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

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

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

3 unchanged sentences

Comprehensive loss — — — — — — — ( 278,759 ) 177 1,716 ( 276,866 )

Preferred stock dividend (1)

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

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

Settlement of stock-based awards — — 8,839,013 88 ( 2 ) 2,476,800 ( 6,665 ) — — — ( 6,579 )

26 unchanged sentences

All amounts in the notes reference results from continuing operations, unless otherwise indicated.

We have reclassified certain amounts in the notes to the financial statements, in the prior periods, to conform to current period presentation.

The preparation of these annual financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management.

3 unchanged sentences

Within our segments and results of operations, cost of revenue, excluding technology costs, primarily consists of costs associated with the delivery and distribution of our products and services, including employee-related costs for our delivery, customer operations and call center teams, transactional-related costs, including travel agency incentive consideration for reservations made on our global distribution system ("GDS") for Travel Solutions and GDS transaction fees for Hospitality Solutions, amortization of upfront incentive consideration and depreciation and amortization associated with capitalized implementation costs, and certain intangible assets.

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

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.

Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology operations including data processing and hosting, third-party software, other costs associated with the maintenance and minor enhancement of our technology, and depreciation and amortization associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets related to technology.

Technology costs also include costs associated with our technology transformation efforts.

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

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

Corporate 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.

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, digital services taxes ("DST"), other overhead costs, personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications, and depreciation and amortization associated with property and equipment, acquired customer relationships, trademarks and brand names.

Revenue Recognition

5 unchanged sentences

The transaction price is allocated to each performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

Most of our contracts for GDS services and central reservation system (CRS) services for Hospitality Solutions have a single stand-ready series performance obligation.

Travel Solutions' IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees.

Most of our contracts for GDS services and

central reservation system services for Hospitality Solutions have a single stand-ready series performance obligation.

For Travel Solutions' IT Solutions revenue, many of our contracts may have multiple performance obligations, which generally include software and product solutions through SaaS and hosted delivery, and other service fees.

We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the same time.

23 unchanged sentences

Contract assets and deferred customer advances and discounts are reviewed for recoverability on a periodic basis based on a review of impairment indicators, future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms.

For the year ended December 31, 2024, we recorded an impairment of $ 1 million related to these assets.

For the years ended December 31, 2023 and 2022, we did not impair any of these assets as a result of the related contract becoming uncollectible, modified or canceled.

88 unchanged sentences

Finance lease assets are included in property and equipment with associated liabilities included in current portion of debt and long-term debt in our consolidated balance sheets.

We did not have any finance lease assets for the years ended December 31, 2024 and 2023.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

15 unchanged sentences

The carrying value of the net assets held for sale are compared to their fair value, less cost to sell, and any initial adjustments of the carrying value to fair value, less cost to sell are recorded when the held for sale criteria are met.

Gains or losses associated with the disposal of assets held for sale are recorded within other operating costs.

Gains or losses associated with the disposal of assets held for sale are recorded within other, net in our consolidated statements of operations.

When the net assets constitute a business, we allocate a portion of the goodwill from the related reporting unit to the carrying value of the net assets held for sale.

18 unchanged sentences

If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets to its fair value.

We did not record material intangible asset impairment charges for the years ended December 31, 2023, 2022 and 2021.

We did not record any intangible asset impairment charges for the years ended December 31, 2024, 2023 and 2022.

Goodwill and Intangible Assets for additional information.

11 unchanged sentences

We capitalize these costs, including (a) certain external direct costs of materials and services incurred to implement a customer contract and (b) payroll and payroll related costs for employees who are directly associated with and devote time to implementation activities.

Capitalized implementation costs are amortized on a straight-line basis over the related contract term, ranging from three to ten years , as they are recoverable through deferred or future revenues associated with the relevant contract.

Capitalized implementation costs are amortized on a straight-line basis over the related contract term, ranging from two to ten years , as they are recoverable through deferred or future revenues associated with the relevant contract.

These assets are reviewed for recoverability on a periodic basis or when an event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms.

31 unchanged sentences

Treasury securities with maturities appropriate for the expected term of the stock options.

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

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

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

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

No stock options were granted during the years ended December 31, 2024, 2023 and 2022.

Foreign Currency

5 unchanged sentences

Adoption of New Accounting Standards

In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional expedients and exceptions for applying U.S.

GAAP to existing contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued, if certain criteria are met.

This standard is effective for all entities upon issuance and is optional through December 31, 2024.

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

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

In March 2022, the FASB issued updated guidance on derivatives and hedging which allows entities to apply fair value hedging to closed portfolios of prepayable financial assets without having to consider prepayment risk or credit risk when measuring the assets.

The amendments allow multiple hedged layers to be designated for a single closed portfolio for financial assets or one or more beneficial interests secured by a portfolio of financial instruments.

As a result, an entity can achieve hedge accounting for hedges of a greater proportion of the interest rate risk inherent in the assets included in the closed portfolio, further aligning hedge accounting with risk management strategies.

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

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

In November 2023, the Financial Accounting Standards Board ("FASB") issued updated guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

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

We adopted this standard as of December 31, 2024.

Segment Information for more information on the impacts from adoption.

Recent Accounting Pronouncements

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

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

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

In November 2024, the FASB issued guidance regarding disaggregation of income statement expenses, which requires additional disclosure of certain costs and expenses within the notes to the financial statements.

The standard is effective for public companies for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

We are currently evaluating the impact that this standard will have on our financial statement disclosures.

Revenue from Contracts with Customers

10 unchanged sentences

_______________________________

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

(1) Includes contract assets of $ 8 million and $ 11 million for December 31, 2024 and 2023, respectively.

During the year ended December 31, 2024, we recognized revenue of approximately $ 60 million from contract liabilities that existed as of January 1, 2024.

18 unchanged sentences

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

For the year ended December 31, 2023, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $ 7 million, which is primarily due to the recognition of revenue that was previously deferred but became recognizable due to a change in facts and circumstances associated with an IT Solutions customer.

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

For the year ended December 31, 2024, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $ 6 million.

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

2 unchanged sentences

We estimate future cancellations using the expected value approach at the end of each reporting period based on the number of undeparted bookings, expected cancellations and an estimated rate.

Our cancellation reserve is sensitive to our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and

international, given the varying rates paid by airline suppliers.

Our cancellation reserve is sensitive to our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and international, given the varying rates paid by airline suppliers.

Our air booking cancellation reserve totaled $ 11 million and $ 10 million as of December 31, 2024 and 2023, respectively.

11 unchanged sentences

Amortization ( 6,376 ) ( 6,397 )

Dispositions — ( 4,175 )

Ending balance $ 20,190 $ 19,520

23 unchanged sentences

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

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

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

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

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

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

As of December 31, 2024 and 2023, the redeemable noncontrolling interest was $ 13 million and $ 14 million, respectively.

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

Year Ended December 31,

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

Proceeds from sale of redeemable noncontrolling interest — 16,000

4 unchanged sentences

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

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

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

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.

Since the second quarter of 2023, we have incurred costs of $ 83 million in connection with this business plan.

These restructuring costs are comprised of $ 77 million that has been or will be paid in cash for severance and related benefits costs and $ 6 million paid related to other restructuring costs.

During the twelve months ended December 31, 2024, we recorded $ 19 million in additional severance and related benefits costs, of which $ 1 million is recorded within cost of revenue, excluding technology costs, $ 13 million is recorded within technology costs and $ 5 million is recorded within selling, general and administrative costs within our consolidated statement of operations.

The majority of these additional costs is expected to be paid by the end of the first quarter of 2025.

We also recorded a $ 10 million adjustment to the accrued liability for estimated amounts that are no longer expected to be paid.

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

Year Ended December 31, 2023

Year Ended December 31, 2024 Year Ended December 31, 2023

Balance as of January 1 $ 17,288 $ —

11 unchanged sentences

Balance as of December 31, 2023 2,384,480 169,559 2,554,039

Acquired — 9,436 9,436

Adjustments (1)

23 unchanged sentences

Investment in securities (1)

51,970 54,303

Value added tax receivable 24,704 30,005

15 unchanged sentences

Other assets, net consist of the following (in thousands):

Right-of-Use asset (1)

$ 67,327 $ 69,895

Capitalized implementation costs, net 66,840 67,536

2 unchanged sentences

26,178 39,945

Right-of-Use asset (2)

69,895 85,238

Long-term trade unbilled receivables (2)

4 unchanged sentences

(1) Refer to Note 13.

Revenue from Contracts with Customers for additional information.

(2) Refer to Note 13.

Leases for additional information.

(2) Refer to Note 2.

Revenue from Contracts with Customers for additional information.

Other Noncurrent Liabilities

1 unchanged sentence

Pension and other postretirement benefits (1)

$ 61,990 $ 74,288

Deferred revenue 56,534 58,655

5 unchanged sentences

(1) Refer to Note 17.

Pension and Other Postretirement Benefit Plans, for additional information.

(2) Refer to Note 13.

Leases, for additional information.

3 unchanged sentences

Unrealized foreign currency translation gain 8,196 9,147

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

Unrealized loss on interest rate swaps ( 2,793 ) ( 2,869 )

Share of other comprehensive loss of equity method investment ( 2,640 ) ( 2,144 )

Total accumulated other comprehensive loss, net of tax $ ( 73,747 ) $ ( 73,922 )

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

Pension and Other Postretirement Benefit Plans, for information on the income statement line items affected as the result of amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans.

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

19 unchanged sentences

Total deferred ( 2,891 ) 22,287 ( 17,306 )

Total provision (benefit) for income taxes $ 34,729 $ 8,666 $ ( 14,612 )

Total (benefit) provision for income taxes $ ( 1,777 ) $ 34,729 $ 8,666

The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal income tax rate as follows:

11 unchanged sentences

Other, net ( 339 ) ( 14 ) ( 1,522 )

Total provision (benefit) for income taxes $ 34,729 $ 8,666 $ ( 14,612 )

Total (benefit) provision for income taxes $ ( 1,777 ) $ 34,729 $ 8,666

The components of our deferred tax assets and liabilities are as follows:

12 unchanged sentences

Incentive consideration 4,223 2,207

Other 1,324 461

Total deferred tax assets 850,945 785,391

7 unchanged sentences

Bond discounts ( 2,078 ) —

Other — ( 461 )

Total deferred tax liabilities ( 152,269 ) ( 154,520 )

Valuation allowance ( 727,805 ) ( 651,415 )

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

As a result of the enactment of the Tax Cuts and Jobs Act (the “TCJA”), we recorded a one-time transition tax on the undistributed earnings of our foreign subsidiaries.

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

Net deferred tax liability $ ( 29,129 ) $ ( 20,544 )

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.

2 unchanged sentences

Additionally, we have research tax credit carryforwards of approximately $ 71 million, which will expire between 2027 and 2044.

As a result of prior business combinations, less than $ 1 million of our U.S.

federal NOLs are subject to the annual limit on the ability of a corporation to use certain tax attributes (as defined in Section 382 of the Code) with the majority expiring between 2024 and 2037.

However, we expect that Section 382 will not limit our ability to fully realize the tax benefits.

There are no U.S.

federal NOLs subject to the annual limit on the ability of a corporation to use certain tax attributes (as defined in Section 382 of the Internal Revenue Code).

We have state NOLs of $ 8 million which will expire primarily between 2025 and 2044 and state research tax credit carryforwards of $ 21 million which will expire between 2025 and 2042.

We have $ 660 million of NOL carryforwards and $ 7 million

of foreign tax credits related to certain non-U.S.

We have $ 618 million of non-U.S.

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

taxing jurisdictions that are primarily from countries with indefinite carryforward periods.

1 unchanged sentence

The ultimate realization of deferred tax assets is dependent upon future taxable income during the periods in which those temporary differences become deductible.

When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income.

assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income.

Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets.

4 unchanged sentences

It is our policy to recognize penalties and interest accrued related to income taxes as a component of the provision for income taxes from continuing operations.

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

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

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows:

During the year ended December 31, 2024, we recognized a benefit of $ 4 million, and during the years ended December 31, 2023, and 2022, we recognized an expense of $ 12 million, and $ 1 million, respectively, related to interest and penalties.

As of December 31, 2024 and 2023, we had a liability, including interest and penalties, of $ 39 million and $ 61 million, respectively, for uncertain tax positions, including cumulative accrued interest and penalties of approximately $ 10 million and $ 20 million, respectively.

A reconciliation of the beginning and ending amount of uncertain tax positions, excluding interest and penalties, is as follows:

Year Ended December 31,

7 unchanged sentences

Balance at end of year $ 28,865 $ 41,084 $ 75,962

We present unrecognized tax benefits as a reduction to deferred tax assets for NOLs, similar tax loss or a tax credit carryforward that is available to settle additional income taxes that would result from the disallowance of a tax position, presuming disallowance at the reporting date.

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

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

It is reasonably possible that $ 4 million in unrecognized tax benefits may be resolved in the next twelve months, due to statute of limitations expiration.

We present uncertain tax positions as a reduction to deferred tax assets for NOLs, similar tax loss or a tax credit carryforward that is available to settle additional income taxes that would result from the disallowance of a tax position, presuming disallowance at the reporting date.

The amount of uncertain tax positions that were offset against deferred tax assets on our balance sheets was $ 19 million, $ 27 million, and $ 51 million as of December 31, 2024, 2023, and 2022 respectively, with remaining amounts recorded as a liability.

As of December 31, 2024, 2023, and 2022, the amount of uncertain tax positions that, if recognized, would impact the effective tax rate was $ 25 million, $ 37 million, and $ 67 million, respectively.

It is reasonably possible that $ 1 million in uncertain tax positions may be resolved in the next twelve months, due to statute of limitations expiration.

In the normal course of business, we are subject to examination by taxing authorities throughout the world.

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Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets.

Our allowance for credit losses for the year ended December 31, 2023 for our portfolio segment is summarized as follows (in thousands):

Our allowance for credit losses for the year ended December 31, 2024 and 2023 for our portfolio segment is summarized as follows (in thousands):

Year Ended December 31, 2024

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Write-offs ( 10,600 )

Other ( 618 )

Balance at December 31, 2023 34,343

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Write-offs ( 10,332 )

Other ( 278 )

Balance at December 31, 2024 $ 25,792

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June 2028 414,482 645,310

2024 Term Loan B-1 S (1) + 6.00 %

November 2029 700,000 —

2024 Term Loan B-2 S (1) + 6.00 %

November 2029 75,000 —

Senior Secured Term Loan Due 2028 RR (2) + 1.75 % (3)

December 2028 871,611 753,859

AR Facility (2)

S (1) + 2.25 %

January 2025 110,000 —

Securitization facility:

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

March 2027 82,200 110,000

FILO Facility S (1) + 8.00 %

March 2027 120,000 —

9.250 % senior secured notes due 2025

9.25 % April 2025 10,416 38,895

4.00 % senior exchangeable notes due 2025

4.00 % April 2025 183,220 333,220

7.375 % senior secured notes due 2025

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7.32 % senior exchangeable notes due 2026

4.00 % April 2025 333,220 333,220

7.320 % August 2026 150,000 —

8.625 % senior secured notes due 2027

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11.25 % December 2027 45,814 555,000

10.75 % senior secured notes due 2029

10.75 % November 2029 824,714 —

Face value of total debt outstanding 5,220,920 4,961,903

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(1) Represents the Secured Overnight Financing Rate ("SOFR").

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

the maturity may extend to February 2026 at the latest.

(2) Represents the Reference Rate as defined below.

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

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

(4) In connection with the issuance of the FILO Facility (as defined below), the drawn fee rate varies based on our leverage ratio.

The drawn fee rate ranges from 3.00 % to 4.00 %, with incremental increases of 0.25 % between these levels.

We had outstanding letters of credit totaling $ 13 million and $ 12 million as of December 31, 2024 and 2023, respectively, which were secured by a $ 21 million cash collateral deposit account.

The weighted average interest rate on our short-term borrowings, which include our 9.25 % senior secured notes due 2025, 4.00 % senior exchangeable notes due 2025, 7.375 % senior secured notes due 2025 and the current portions of the 2021 Term Loan B-1, 2022 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2, is 4.92 % as of December 31, 2024.

Senior Secured Credit Facilities

Refinancing Transactions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 "Amended and Restated Credit Agreement").

The SOFR Amendment provides for the replacement of the London Interbank Offering Rate ("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 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 our 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.

Principal Payments

The 2021 Term Loan B-1 and the 2021 Term Loan B-2 mature on December 17, 2027 and require principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due.

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

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

We also used proceeds of $ 6 million from the issuance of the Senior Secured Term Loan due 2028 to pay down the principal on the 2021 Term Loan B-1 and the 2021 Term Loan B-2 in June 2023.

These payments resulted in the deferral of principal payments of the 2021 Term Loan B-1 and the 2021 Term Loan B-2 until June 2024 and March 2026, respectively.

The 2022 Term Loan B-1 and the 2022 Term Loan B-2 mature on June 30, 2028 and require principal payments in equal quarterly installments of 0.25 % through to the maturity date on which the remaining balance is due.

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

In addition, we repurchased $ 10 million of the 2022 Term Loan B-2 using the proceeds from the issuance of Senior Secured Term Loan due 2028 in June 2023.

These principal payments resulted in the deferral of principal payments of 2022 Term Loan B-1 and 2022 Term Loan B-2 until September 2025 and March 2027, respectively.

2024 Term Loan B-1 and 2024 Term Loan B-2 mature on November 15, 2029 and require principal payments in equal quarterly installments of 0.25 % through the maturity date on which the remaining balance is due.

The first principal payments on 2024 Term Loan B-1 and 2024 Term Loan B-2 are due on the last business day of March 2025.

For the year ended December 31, 2024, we made $ 2 million of scheduled principal payments.

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This percentage requirement may decrease or be eliminated if certain leverage ratios are achieved.

Based on our results for the year ended December 31, 2022, we were not required to make an excess cash flow payment in 2023, and no excess cash flow payment is expected to be required in 2024 with respect to our results for the year ended December 31, 2023.

Based on our results for the year ended December 31, 2023, we were not required to make an excess cash flow payment in 2024, and no excess cash flow payment is expected to be required in 2025 with respect to our results for the

year ended December 31, 2024.

We are further required to pay down the term loan with proceeds from certain asset sales or borrowings as defined in the Amended and Restated Credit Agreement.

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

We are further required to pay down the term loans with proceeds from certain asset

sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement.

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

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

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

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

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

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

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

Borrowings under the Amended and Restated Credit Agreement for our 2021 Term Loan B-1, 2021 Term Loan B-2, 2022 Term Loan B-1 and 2022 Term Loan B-2 bear interest at a rate equal to either, at our option:

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

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

Borrowings under the Amended and Restated Credit Agreement for our Senior Secured Credit Facilities bear interest at a rate equal to either, at our option:

(i) the Term SOFR rate plus an applicable margin for Term SOFR borrowings as set forth below, or (ii) a base rate determined by the highest of (1) the prime rate of Bank of America, (2) the federal funds effective rate plus 0.50 % or (3) Term SOFR plus 1.00 %, plus an applicable margin for base rate borrowings as set forth below.

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2022 Term Loan B-2 5.00 % (2)

2024 Term Loan B-1 6.00 % (3)

2024 Term Loan B-2 6.00 % (3)

_____________________________

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(2) 2022 Term Loan B-1 and 2022 Term Loan B-2 are subject to a 0.50 % floor and a SOFR adjustment factor of 0.10 % for the Term SOFR rate and 1.50 % floor for the base rate.

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

(3) 2024 Term Loan B-1 and 2024 Term Loan B-2 are subject to a 0.50 % floor and a SOFR adjustment factor of 0.10 % for the Term SOFR rate and 1.50 % floor for the base rate.

Our effective interest rates on borrowings under the Amended and Restated Credit Agreement for the years ended December 31, 2024, 2023 and 2022, are as follows:

Year Ended December 31,

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

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

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

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

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

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

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

2 unchanged sentences

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

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

As of December 31, 2024, the Reference Rate was 13.00 %.

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

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

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

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

Senior Secured Notes

On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 775 million aggregate principal amount of 9.250 % senior secured notes due 2025 (the “April 2025 Notes”).

The April 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility.

The April 2025 Notes bear interest at a rate of 9.250 % per annum and interest payments are due semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020.

The April 2025 Notes mature on April 15, 2025.

The net proceeds received from the sale of the April 2025 Notes of $ 763 million, net of underwriting fees and commissions, are being used for general corporate purposes.

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

See "—Senior Secured Term Loan Due 2028".

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

On August 27, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 850 million aggregate principal amount of 7.375 % senior secured notes due 2025 (the “September 2025 Notes”).

The September 2025 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility.

The September 2025 Notes bear interest at a rate of 7.375 % per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021.

The September 2025 Notes mature on September 1, 2025.

The net proceeds of $ 839 million received from the sale of the September 2025 Notes, net of underwriting fees and commissions, plus cash on hand, was used to:

(1) repay approximately $ 319 million principal amount of debt under the Term Loan A;

(2) redeem all of our $ 530 million outstanding 5.375 % senior secured notes due April 2023;

and (3) repay approximately $ 3 million principal amount of debt under the Term Loan B.

We recognized a loss on extinguishment of debt of $ 10 million during the year ended December 31, 2020 in connection with these transactions which consisted of a redemption premium of $ 7 million and the write-off of unamortized debt issuance costs of $ 3 million.

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

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

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

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

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

The December 2027 Notes mature on December 15, 2027.

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

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

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

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

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

4 unchanged sentences

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

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

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

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

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

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

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 described above.

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.

On November 25, 2024, Sabre GLBL exchanged approximately $ 246 million in principal amount of 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 the April 2025 Notes and approximately $ 4 million of 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.

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

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

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

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

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

The drawn fee, which was 3.75 % as of December 31, 2024 , varies based on our leverage ratio .

Sabre Securitization also pays a fee on the undrawn committed amount of the AR Facility.

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

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

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

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

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

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

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

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

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

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

As of December 31, 2024, $ 315 million of Receivables are held as assets by Sabre Securitization, consisting of $ 306 million of accounts receivable and $ 9 million of other as sets, net in our conso lidated balance sheet.

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

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

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

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

cash flows within our consolidated statements of cash flows.

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

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

As of December 31, 2023, we were in compliance with and expect to be in compliance with the financial covenants of the AR Facility for at least the next twelve months.

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

As of December 31, 2024, we were in compliance with the financial covenants of the Securitization Facility.

Exchangeable Notes

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

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

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

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

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

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

Under the terms of the 2025 Exchangeable Notes Indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as "our common stock" herein) at the following times or circumstances:

• during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

• during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the indenture, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day;

• upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the indenture governing the notes);

• during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of the 2025 Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the 2025 Exchangeable Notes Indenture, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day;

• upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture);

• upon the occurrence of specified corporate events;

• on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025.

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

W e plan to use the "default settlement method", which is to settle up to the principal amount of any exchange of 2025 Exchangeable Notes with cash, and any excess value with shares of our common stock.

Any settlement requests received during this 6-month period between October 15, 2024 and the maturity date of April 15, 2025 would be settled upon maturity on April 15, 2025.

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

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

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

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

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

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The net proceeds received from the sale of the 2025 Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes.

On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of our outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of 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.

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

• during any calendar quarter commencing after the calendar quarter ended June 30, 2024, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

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

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

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

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

Upon exchange, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election.

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

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

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

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

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

Year Ended December 31, 2024 Year Ended December 31, 2023

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

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

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Year Ended December 31, 2024 Year Ended December 31, 2023

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

Contractual interest expense $ 8,629 $ 8,601 $ 13,329 $ —

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2027 1,592,034

2028 1,655,857

2029 1,568,714

Total $ 5,220,920

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Designated as Hedging Instrument

$ 600 million 1 month LIBOR (1)

December 31, 2020 December 31, 2021

$ 200 million 1 month SOFR (1)

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December 31, 2023 December 31, 2024

$ 250 million 1 month SOFR (1)

January 16, 2024 January 31, 2026

____________________

(1) Subject to a 0.5 % floor.

(2) Subject to a 0.5 % floor.

(2) Fixed fee of 1.71 % effective April 30, 2022, and expiring December 30, 2022, and 3.09 % effective December 31, 2022, and expiring December 31, 2023.

(3) Fixed fee of 2.79 % effective June 30, 2022, and expiring December 30, 2022, and 3.98 % effective December 31, 2022, and expiring December 31, 2023.

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

In April 2022, we entered into an interest rate swap to hedge the interest payments associated with $ 200 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023.

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

In June 2023, we entered into an interest rate swap to hedge the interest payments associated with $ 250 million of the floating-rate 2022 Term

Loan B-2 for the periods through June 2026.

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

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

We designated these swaps as cash flow hedges.

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

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

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

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

For the year ended

December 31, 2024, we recognized a cash flow benefit of $ 7 million related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows.

As of December 31, 2024, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.

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

Derivative Assets (Liabilities)

Derivative (Liabilities) Assets

Fair Value as of December 31,

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Interest rate swaps Prepaid expenses and other current assets $ — $ 2,413

Interest rate swaps Other accrued liabilities ( 1,593 ) —

Interest rate swaps Other noncurrent liabilities ( 673 ) ( 4,129 )

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The effects of derivative instruments, net of taxes, on OCI for the years ended December 31, 2024, 2023 and 2022 are as follows (in thousands):

Amount of (Losses) Gains

Amount of Gains (Losses)

Recognized in OCI on Derivative, Effective Portion

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Total $ 7,170 $ ( 794 ) $ 5,658

Amount of (Gains) Losses Reclassified from Accumulated

Amount of Gains Reclassified from Accumulated

OCI into Income, Effective Portion

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Investment in securities— In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $ 0.0001 per share, of Global Business Travel Group, Inc.

("GBT") for an aggregate purchase price of $ 80 million, which is included in prepaid expenses and other current assets in our consolidated balance sheets.

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

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

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

("GBT") for an aggregate purchase price of $ 80 million, which was included in prepaid expenses and other current assets in our consolidated balance sheets.

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

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

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.

Unrealized losses recognized from our investments in securities during the years ended December 31, 2023 and 2022 totaled $ 2 million and $ 26 million, respectively, which are recorded to Other, net in our consolidated statements of operations.

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

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December 31, 2024 Level 1 Level 2 Level 3

Derivatives (1)

Interest rate swap contracts $ 2,413 $ — $ 2,413 $ —

Investment in securities 51,970 51,970 — —

Money market funds $ 425,407 $ 425,407 $ — $ —

Time deposits 78,595 — 78,595 —

Investment in securities 555 555 — —

Total assets $ 504,557 $ 425,962 $ 78,595 $ —

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There were no transfers between Levels 1 and 2 within the fair value hierarchy for the years ended December 31, 2024 and 2023.

Unrealized losses recognized during the year ended December 31, 2023 and 2022 from our investments in securities totaled $ 2 million and $ 26 million, respectively, which are recorded to Other, net within our results of operations.

Other Financial Instruments

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

The fair values of our Exchangeable

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

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

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

The fair values of our 2025 Exchangeable Notes and 2026 Exchangeable Notes, senior secured notes due 2025, 2027 and 2029 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input.

The fair value of the Senior Secured Term Loan Due 2028 and FILO Facility were determined using a valuation model that includes certain assumptions and Level 3 inputs.

The outstanding principal balances of our AR Facility and FILO Facility approximated its fair value as of December 31, 2024.

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

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407,228 400,748 576,343 618,888

2024 Term Loan B-1 712,250 689,655 — —

2024 Term Loan B-2 76,313 74,902 — —

Senior Secured Term Loan Due 2028 906,020 853,788 726,582 732,901

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181,322 183,220 326,841 333,220

7.32 % senior exchangeable notes due 2026

172,500 150,000 — —

8.625 % senior secured notes due 2027

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49,400 45,253 545,024 546,384

10.75 % senior secured notes due 2029

853,220 774,332 — —

_____________________

(1) Excludes net unamortized debt issuance costs.

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In 2023, we elected to perform a quantitative assessment.

We have not identified any triggering events or changes in circumstances since the performance of our goodwill impairment test in 2023 that would require us to perform another quantitative goodwill impairment test.

We did not record any goodwill impairment charges for the year ended December 31, 2024.

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Collectively, we lease approximately 800 thousand square feet of office space in 56 locations in 38 countries.

Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental reviews.

Certain of our lease agreements contain renewal options, early termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market rental

We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight line basis over the term of the lease.

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

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

Some of our leases include options to extend for up to ten additional years;

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

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

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

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

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

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

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.

Share Repurchase Program

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

For the years ended December 31, 2023, 2022 and 2021 we did not repurchase any shares pursuant to the Share Repurchase Program.

During the years ended December 31, 2024, 2023 and 2022 we did not repurchase any shares pursuant to the Share Repurchase Program.

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

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On April 17, 2020, we issued $ 345 million aggregate principal amount of 2025 Exchangeable Notes.

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

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

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

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

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

Debt for further details.

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

Until the 2026 Exchangeable Notes mature, we expect to settle the principal amount of the outstanding 2026 Exchangeable Notes in shares of our common stock.

Beginning on or after October 15, 2024 , until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2025 Exchangeable Notes , April 15, 2025 , w e plan to use the "default settlement method" to settle the 2025 Exchangeable Notes, which is to settle up to the principal amount of any exchange of 2025 Exchangeable Notes with cash, and any excess value with shares of our common stock.

Any settlement requests received during this 6-month period between October 15, 2024 and the maturity date of April 15, 2025 would be settled upon maturity of the 2025 Exchangeable Notes on April 15, 2025.

Equity-Based Awards

As of December 31, 2023, our outstanding equity-based compensation plans and agreements include the Sovereign Holdings, Inc.

2012 Management Equity Incentive Plan (“Sovereign 2012 MEIP”), the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), the 2019 Director Equity Compensation Plan (the "2019 Director Plan"), the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan") and the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan").

Our 2023 Omnibus Plan serves as a successor to the 2021 Omnibus Plan, the 2019 Omnibus Plan, the 2016 Omnibus Plan, the 2014 Omnibus Plan, and Sovereign 2012 MEIP and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards.

Our 2019 Director Plan and 2022 Director Plan provide for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non-employee Directors.

As of December 31, 2024, our outstanding equity-based compensation plans and agreements include the Sabre Corporation 2014 Omnibus Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus Incentive Compensation Plan (the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), the 2019 Director Equity Compensation Plan (the "2019 Director Plan"), the Sabre Corporation 2021 Omnibus Incentive Compensation Plan (the "2021 Omnibus Plan"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan"), the Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan"), the Sabre Corporation 2024 Omnibus Incentive Compensation Plan (the "2024 Omnibus Plan") and the 2024 Director Equity Compensation Plan (the "2024 Director Plan").

Our 2024 Omnibus Plan serves as a successor to the 2023 Omnibus Plan, the 2021 Omnibus Plan, the 2019 Omnibus Plan, the 2016 Omnibus Plan, and the 2014 Omnibus Plan, and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”), performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards.

Our 2024 Director Plan serves as a successor to the 2022 Director Plan and the 2019 Director Plan, and provides for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non-employee Directors.

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

We initially reserved 23,500,000 shares of our common stock for issuance under our 2024 Omnibus Plan.

We added 13,791,761 shares that were reserved but not issued under the Sovereign Holdings, Inc.

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

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

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

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

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

Options granted are exercisable for up to 10 years.

RSUs generally vest over a four year period with 25 % vesting annually.

PSUs granted prior to 2020 generally vest over a four year period with 25 % vesting annually.

During 2020, 2021, 2022 and 2023, we granted PSUs that vest over a three year period in equal annual installments, as well as PSUs that cliff vest at the end of one , two, or three years , depending on the terms of the grant.

We added 11,509,891 shares that were reserved but not issued under the 2014 Omnibus, 2016 Omnibus Plans, 2019 Omnibus Plan, 2021 Omnibus Plan and 2023 Omnibus Plan to the 2024 Omnibus Plan reserves, for a total of 35,009,891 authorized shares of common stock for issuance under the 2024 Omnibus Plan.

Additionally, we initially reserved 1,500,000 shares of our common stock for issuance under our 2024 Director Plan and added 447,740 shares that were reserved but not issued under the 2019 Director Plan and 2022 Director Plan.

Time-based options generally vest over a three-year period, vesting in equal annual installments, and are exercisable for up to 10 years.

RSUs generally vest over a three year period, vesting in equal annual installments, and PSUs generally cliff vest at the end of three years .

Vesting of PSUs is dependent upon the achievement of certain company-based performance measures.

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No stock options were granted during the year ended December 31, 2024, 2023 and 2022.

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

Year Ended December 31,

Exercise price $ 11.81

Average risk-free interest rate 0.67 %

Expected life (in years) 6.00

Expected volatility 54.95 %

Dividend yield — %

The following table summarizes the stock option award activities under our outstanding equity-based compensation plans and agreements for the year ended December 31, 2024:

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Outstanding at December 31, 2023 1,747,755 $ 12.20 5.5 $ —

Forfeited ( 25,131 ) 12.88

Expired ( 112,978 ) 14.96

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If the aggregate intrinsic value is negative, it is assigned a nil value.

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

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

There were no options exercised during the years ended December 31, 2024 and 2023, and the total intrinsic value of stock options exercised was immaterial for the year ended December 31, 2022.

As of December 31, 2024, there was no unrecognized compensation expense associated with stock options.

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Unvested at December 31, 2024 9,198,596 $ 4.50

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

The recognition of compensation

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

During the years ended December 31, 2023, 2022 and 2021, we assessed the probability of achieving the performance measures associated with PSU awards each reporting period and, if there was an adjustment, recorded the cumulative effect of the adjustment in that respective reporting period.

The total fair value of PSUs vested, as of their respective vesting dates, was $ 11 million during the year ended December 31, 2024, and $ 19 million during each of the years ended December 31, 2023 and 2022.

The recognition of compensation expense associated with PSUs is contingent upon the achievement of annual company-based performance measures and a total shareholder return modifier.

During the years ended December 31, 2024, 2023 and 2022, we assessed the probability of achieving the performance measures associated with PSU awards each reporting period and, if there was an adjustment, we recorded the cumulative effect of the adjustment in that respective reporting period.

As of December 31, 2024, unrecognized compensation expense associated with PSUs expected to vest totaled $ 8 million and $ 5 million for the annual measurement periods ending December 31, 2025 and 2026, respectively.

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

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

Net income (loss) attributable to non-controlling interests 76 ( 332 ) 2,670

Preferred stock dividends — 14,257 21,385

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

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

The diluted weighted-average common shares outstanding calculation excludes 4 million, 3 million and 1 million of dilutive stock options and restricted stock

awards for the years ended December 31, 2024, 2023 and 2022, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

The calculation of diluted weighted-average shares excludes the impact of 2 million, 6 million, and 4 million for the years ended December 31, 2024, 2023 and 2022, respectively, of anti-dilutive common stock equivalents.

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

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

The approximately 42 million resulting common shares related to the Exchangeable Notes are not included in the dilutive weighted-average common shares outstanding calculation for each of the years ended December 31, 2023, 2022 and 2021, respectively, as their effect would be anti-dilutive given the net loss incurred in those periods.

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

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

The approximately 57 million resulting common shares related to the Exchangeable Notes for the year ended December 31, 2024 and 42 million resulting common shares related to the 2025 Exchangeable Notes for each of the years ended December 31, 2023 and 2022 are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in those periods.

Likewise, the potential dilutive effect of our Preferred Stock outstanding during the year ended December 31, 2022 was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later.

The resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and preferred stock dividends are added back to the numerator, only in the periods in which such effect is dilutive.

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

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

Approximately 39 million common shares related to the Preferred Stock for the year ended December 31, 2022, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.

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

Stock and Stockholders’ Equity for further details.

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We make a matching contribution equal to 100 % of each pre-tax dollar contributed by the participant on the first 6 % of eligible compensation.

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

We recognized expenses related to the 401(k) Plan of approximately $ 14 million, $ 17 million and $ 18 million for the years ended December 31, 2024, 2023 and 2022, respectively.

We sponsor the Sabre GLBL Inc.

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( 14,934 ) ( 16,151 )

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

Actuarial gain (loss), net 6,046 ( 5,854 )

Benefits paid

25,764 27,556

Lump sum settlement — 15,919

Benefit obligation at December 31

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Actual return on plan assets

19,193 ( 84,243 )

Employer contributions

12,570 12,650

Benefits paid

( 25,764 ) ( 27,556 )

Lump sum settlement — ( 15,919 )

Fair value of assets at December 31

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Unfunded status at December 31 $ ( 63,119 ) $ ( 73,351 )

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

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

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

The actuarial gain of $ 6 million and loss of $ 6 million for the years ended December 31, 2024 and 2023, respectively, are attributable to increases and decreases, respectively, in the discount rate for each respective year.

During the year ended December 31, 2022, lump sum settlements occurred within our defined benefit pension plan which resulted in a loss of

$ 7 million, recorded to Other, net in our consolidated statements of operations.

There were no settlement losses during the years ended December 31, 2024 and 2023.

The net benefit obligation of $ 63 million and $ 73 million as of December 31, 2024 and 2023, respectively, is included in other noncurrent liabilities in our consolidated balance sheets.

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Prior service credit 3,370 4,802

Pension settlement 28,241 28,241

Accumulated other comprehensive loss

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2,812 2,302 6,484

Net periodic benefit $ ( 408 ) $ 2,821 $ 4,041

Net periodic cost (benefit) $ 216 $ ( 408 ) $ 2,821

Settlement charge (1)

— 6,707 7,529

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

Net cost (benefit) $ 216 $ ( 408 ) $ 9,528

Weighted-average discount rate used to measure benefit obligations

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(2) Discount rates are as of January 1 of the respective years.

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

June 30, 2021:

2.89 %, September 30, 2021:

2.96 %, and December 31, 2022:

Due to settlement during 2022, the additional discount rate assumed as of December 31, 2022 is 5.72 %.

The following table provides the pre-tax amounts recognized in other comprehensive loss, including the amortization of the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2024, 2023 and 2022 (in thousands):

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Other Comprehensive Loss 2024 2023 2022

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

Net actuarial (gain) loss $ ( 280 ) $ 5,187 $ ( 354 )

Pension settlement — — ( 6,707 )

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

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

Total recognized in net periodic benefit cost and other comprehensive loss

Total (income) loss recognized in other comprehensive income (loss) $ ( 1,660 ) $ 4,317 $ ( 12,112 )

Total recognized in net periodic benefit cost and other comprehensive income (loss)

$ ( 1,444 ) $ 3,909 $ ( 2,584 )

Our overall investment strategy for the LPP is to provide and maintain sufficient assets to meet pension obligations both as an ongoing business, as well as in the event of termination, at the lowest cost consistent with prudent investment management, actuarial circumstances and economic risk, while minimizing the earnings impact.

Diversification is provided by using an asset allocation primarily between equity and debt securities in proportions expected to provide opportunities for reasonable long term returns with acceptable levels of investment risk.

Diversification is provided by using an asset allocation primarily between equity and debt securities, and real assets, in proportions expected to provide opportunities for reasonable long term returns with acceptable levels of investment risk.

Fair values of the applicable assets are determined as follows:

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The basis for the selected target asset allocation included consideration of the demographic profile of plan participants, expected future benefit obligations and payments, projected funded status of the plan and other factors.

The target allocations for LPP assets are 40 % global equities, 15 % real estate assets, 15 % diversified credit and 28 % liability hedging assets, and 2 % cash.

The target allocations for LPP assets are 40 % global equities, 15 % real estate assets, 15 % diversified credit, 28 % liability hedging assets, and 2 % cash.

It is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal.

defined in Note 12.

As defined in Note 12.

Fair Value Measurements, the following tables present the fair value of the LPP assets as of December 31, 2024 and 2023:

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Identical Assets

Common collective trusts:

Foreign equity securities $ — $ 141,272 $ — $ 141,272

equity securities — 42,270 — 42,270

Common collective trust $ — $ 172,546 $ — $ 172,546

Real estate — — 32,142 32,142

Money market mutual fund 7,529 — — 7,529

Limited partnership interest:

Real estate — — 5,696 5,696

Total assets at fair value $ 7,529 $ 172,546 $ 32,142 $ 212,217

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(Level 3) Total

Common collective trusts:

Foreign equity securities $ — $ 176,163 $ — $ 176,163

equity securities — 26,177 — 26,177

Money market mutual fund 4,944 — — 4,944

Limited partnership interest:

Common collective trust $ — $ 183,542 $ — $ 183,542

Real estate — — 32,569 32,569

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

Total assets at fair value $ 2,750 $ 183,542 $ 32,569 $ 218,861

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Ending balance at December 31, 2022 $ 7,290

Contributions

Net distributions

Net investment income

Unrealized gain

Unrealized loss

Net realized gain

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Unrealized loss

Net realized gain

Net realized loss

Ending balance at December 31, 2024 $ 32,142

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

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

We contributed $ 13 million to fund our defined benefit pension plans during each of the years ended December 31, 2024 and 2023.

Annual contributions to our defined benefit pension plans in the United States, Canada, and other jurisdictions are based on several factors that may vary from year to year.

Our funding practice is to contribute the minimum required contribution as defined by law while also maintaining an 80 % funded status as defined by the Pension Protection Act of 2006.

Thus, past contributions are not always indicative of future contributions.

contributions are not always indicative of future contributions.

Based on current assumptions, we expect to make a contribution of up to $ 17 million to our defined benefit pension plans in 2025.

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In September 2011, the court dismissed all claims relating to Section 2.

The surviving claims included claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, that US Airways claimed contain anticompetitive provisions, and an alleged conspiracy with the other GDSs, allegedly to maintain the industry structure and not to compete for content.

We strongly deny all of the allegations made by US Airways.

Sabre filed summary judgment motions in April 2014.

In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief to bar Sabre from enforcing certain provisions in our contracts.

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

In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017.

US Airways estimated its damages in a range of $ 317 million to $ 482 million (before trebling), depending on certain assumptions;

this quantification was substantially reduced following the court’s summary judgment ruling described above.

The trial on the remaining claims commenced in October 2016.

In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages.

The jury rejected US Airways' claim alleging a conspiracy with the other GDSs.

Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $ 15 million, which is three times the jury’s award of $ 5 million as required by the Sherman Act.

As a result of the jury's verdict, US Airways was also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act.

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

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

In the fourth quarter of 2016, we accrued a loss of $ 32 million, which represented the court's final judgment of $ 15 million, plus our estimate of $ 17 million for US Airways' reasonable attorneys’ fees, expenses and costs.

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

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

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

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

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

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

In September 2019, the Second Circuit issued its Order and Opinion in which it vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial.

In addition, the Second Circuit affirmed the trial court’s ruling limiting US Airways’ damages.

The judgment in our favor on US Airways' conspiracy claim remained intact.

The lawsuit was remanded to federal court in the Southern District of New York for further proceedings consistent with the Second Circuit's Order and Opinion.

The retrial began in April 2022.

US Airways quantified its damages for the retrial in a range of $ 204 million to $ 299 million (before trebling), based on its payments of GDS booking fees to Sabre, alleged lost profits, and certain other assumptions.

In May 2022, the jury rejected US Airways’ claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were not anticompetitive, and found in favor of US Airways with respect to its monopolization claim for the period from 2007 to 2012 under Section 2 of the Sherman Act.

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Neither party has filed an appeal, and the period to file a timely appeal has passed.

In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitles US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act.

In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitled US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act.

During the quarter ended September 30, 2022, we accrued an estimated loss of $ 15 million in selling, general and administrative expenses for these attorneys' fees and costs, which did not have a significant effect on our results of operations for 2022.

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

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

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

The magistrate issued a recommendation, which the court has adopted in full, that US

Airways was entitled to a reasonable attorneys' fees award, but that the award was subject to a reduction to reflect their nominal recovery.

In June 2023, US Airways filed a motion seeking approximately $ 139 million in attorneys' fees and costs.

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

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

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

The ultimate amount that we may be required to pay to US Airways may be greater or less than the amount recorded and, if greater, could adversely affect our results of operations.

We have incurred and will incur significant fees, costs and expenses as long as the lawsuit continues.

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

On October 7, 2024, US Airways renewed its motion with the court seeking approximately $ 139 million in attorneys' fees and costs.

In December 2024, the parties entered into a settlement agreement in which we agreed to pay US Airways an aggregate of $ 20 million in 2025.

The settlement agreement contains mutual releases of all claims by each party.

On December 6, 2024, the parties filed a joint letter informing the court that the parties had executed the settlement agreement and that US Airways was seeking to withdraw its fee motion and asking that the case be dismissed.

The court dismissed the case with prejudice on December 9, 2024.

Concurrent with entering into the settlement agreement, we also entered into commercial agreements with American Airlines, the successor of US Airways.

Based on an analysis of the terms of these agreements, we determined that the settlement amount fairly represents the charge associated with the legal liability.

We recorded an additional $ 5 million in selling, general and administrative expenses during the fourth quarter ended December 31, 2024.

Indian Income Tax Litigation

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

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

The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999.

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

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

We appealed the tax assessments for assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict.

We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”).

On June 19, 2009 and July 10, 2009, the ITAT ruled in our favor, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006.

The DIT appealed those decisions to the Delhi High Court, which found in our favor on July 19, 2010.

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

We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 and March 2021 with the ITAT and no trial date has been set for these subsequent years.

We appealed the tax assessments for assessment years ending March 1998 through March 2006 and those years are now closed, in our favor.

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

no trial date has been set for these items.

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

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

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

The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2016 and March 2018 through March 2021.

Appeals for assessment years ending March 2006 through March 2016 and March 2018 through March 2021 are pending before the ITAT or the High Court depending on the year.

If the DIT were to fully prevail on every claim against us, including SAPPL and other group companies, we could be subject to taxes, interest and penalties of approximately $ 23 million as of December 31, 2024.

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VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims.

These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims.

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

During the year ended December 31, 2023 we accrued $ 11 million associated with these other tax matters in selling, general and administrative expense.

As of December 31, 2024, we have accrued $ 15 million associated with these other tax matters in our consolidated balance sheets.

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

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the manner in which our operations are managed;

the criteria used by our President, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance;

the criteria used by our Chief Executive Officer and President, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance;

the availability of separate financial information;

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We operate our business and present our results through two business segments (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines , and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers.

Our CODM utilizes Adjusted Operating Income (Loss), which is not a recognized term under GAAP, as the measure of profitability to evaluate performance of our segments and allocate resources.

Our use of Adjusted Operating Income ( Loss) has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

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

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

In prior years, Adjusted Operating Income (Loss) was used in addition to Segment Adjusted EBITDA.

Segment information included below reflects this change in all periods presented.

Segment Adjusted EBITDA is used by our COD M to monitor the financial performance of each segment by comparing variances to plan and recent forecasts on a regular basis.

Our CODM uses the annual budget and multi-year outlook process to allocate resources between segments based on return on investment and monitors Segment Adjusted EBITDA performance against actual performance to make necessary adjustments to this allocation.

Our use of Segment Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP.

In addition to Segment Adjusted EBITDA, certain significant expenses are provided to our CODM.

These significant expenses include Cost of revenue, excluding technology costs, Technology costs, and Selling, general and administrative expenses.

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.

Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment.

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Year Ended December 31, 2024

2023 2022 2021

Travel Solutions

Hospitality Solutions 304,169 254,620 202,628

Eliminations ( 38,508 ) ( 28,880 ) ( 17,292 )

Solutions Eliminations Total

Revenue from external customers $ 2,702,746 $ 326,819 $ — $ 3,029,565

Intersegment revenue 42,098 — ( 42,098 ) —

Total revenue 2,744,844 326,819 ( 42,098 ) 3,029,565

Adjusted Operating Income (Loss) (a)

Travel Solutions $ 474,969 $ 213,290 $ ( 222,679 )

Hospitality Solutions ( 11,286 ) ( 51,579 ) ( 39,806 )

Corporate ( 234,976 ) ( 229,753 ) ( 196,832 )

Total $ 228,707 $ ( 68,042 ) $ ( 459,317 )

Depreciation and amortization

Travel Solutions $ 83,214 $ 110,513 $ 170,673

Hospitality Solutions 24,498 21,785 26,354

Total segments 107,712 132,298 197,027

Corporate 40,964 52,335 65,158

Total $ 148,676 $ 184,633 $ 262,185

Capital Expenditures

Segment cost of revenue, excluding technology costs (2)

$ 1,128,971 $ 145,020 $ ( 42,098 ) $ 1,231,893

Segment technology costs (3)

675,716 99,937 — 775,653

Segment selling, general and administrative (4)

238,187 43,829 — 282,016

Other segment adjustments (5)

( 2,606 ) — — ( 2,606 )

Segment adjusted EBITDA $ 704,576 $ 38,033 $ — $ 742,609

Year Ended December 31, 2023

Travel Solutions

Hospitality Solutions 6,772 6,011 224

Total segments 67,872 46,407 25,352

Corporate 19,551 23,087 28,950

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

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

Solutions Eliminations Total

Revenue from external customers $ 2,603,569 $ 304,169 $ — $ 2,907,738

Intersegment revenue 38,508 — ( 38,508 ) —

Total revenue 2,642,077 304,169 ( 38,508 ) 2,907,738

Segment cost of revenue, excluding technology costs (2)

$ 1,038,628 $ 146,820 $ ( 38,508 ) $ 1,146,940

Segment technology costs (3)

811,417 98,826 — 910,243

Segment selling, general and administrative (4)

235,891 45,311 — 281,202

Other segment adjustments (5)

( 2,042 ) — — ( 2,042 )

Segment adjusted EBITDA $ 558,183 $ 13,212 $ — $ 571,395

Year Ended December 31, 2022

Travel Solutions

Solutions Eliminations Total

Revenue from external customers $ 2,282,395 $ 254,620 $ — $ 2,537,015

Intersegment revenue 28,880 — ( 28,880 ) —

Total revenue 2,311,275 254,620 ( 28,880 ) 2,537,015

Segment cost of revenue, excluding technology costs (2)

$ 894,556 $ 126,543 $ ( 28,880 ) $ 992,219

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

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

Impairment and related charges (1)

Acquisition-related amortization (2)

Segment technology costs (3)

846,092 110,242 — 956,334

Restructuring and other costs (3)

Segment selling, general and administrative (4)

247,510 47,629 — 295,139

Acquisition-related costs (4)

Other segment adjustments (5)

( 686 ) — — ( 686 )

Litigation costs, net (5)

Segment adjusted EBITDA $ 323,803 $ ( 29,794 ) $ — $ 294,009

The following table sets forth the reconciliation of Segment adjusted EBITDA to Loss from continuing operations before income taxes in our consolidated statements of operations (in thousands):

Year Ended December 31,

2024 2023 2022

Stock-based compensation

Total segment adjusted EBITDA $ 742,609 $ 571,395 $ 294,009

Unallocated amounts and adjustments:

Corporate expenses (6)

( 324,361 ) ( 373,534 ) ( 369,750 )

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

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

(2) Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date.

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

Restructuring Activities to our consolidated financial statements.

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

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

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

Commitments and Contingencies to our consolidated financial statements.

Depreciation and amortization ( 129,484 ) ( 148,676 ) ( 184,633 )

Interest expense, net ( 509,643 ) ( 447,878 ) ( 295,231 )

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

Other, net (7)

( 21,587 ) 13,751 136,645

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

______________________

(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the Hospitality Solutions column.

(2) Segment cost of revenue, excluding technology costs, incurred by Travel Solutions and Hospitality Solutions consists primarily of costs associated with the delivery and distribution of our products and services and includes employee-related costs for our delivery, customer operations and call center teams as well as allocated overhead such as facilities and other support costs.

Cost of revenue, excluding technology costs, for Travel Solutions also includes incentive consideration expense representing payments or other consideration to travel agencies for reservations made on our GDS which accrue on a monthly basis and Cost of revenue, excluding technology costs, also includes amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our GDS which are capitalized and amortized over the expected life of the contract.

(3) Segment technology costs incurred by Travel Solutions and Hospitality Solutions consist of expenses related to third-party providers and employee-related costs to operate, maintain and enhance our technology operations including hosting, third-party software, and other associated costs.

(4) Segment selling, general and administrative expenses consist of professional service fees, provision for expected credit losses and personnel-related expenses for employees engaged in sales, sales support, account management and administrative support.

(5) Other segment adjustments include income from equity method investments recognized by Travel Solutions.

(6) Corporate expenses include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments.

(7) 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.

A significant portion of our revenue is generated through transaction-based fees that we charge to our customers.

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For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees and professional services fees.

Transaction-based revenue accounted for approximately 86 % , 83 % and 72 % of our Travel Solutions revenue for each of the years ended December 31, 2023, 2022 and 2021, respectively.

Transaction-based revenue accounted for approximately 86 % of our Travel Solutions revenue for each of the years ended December 31, 2024 and 2023 , and 83 % for the year ended December 31, 2022.

Transaction-based revenue accounted for approximately 77 %, 74 % and 76 % of our Hospitality Solutions revenue for each of the years ended December 31, 2024, 2023 and 2022, respectively.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data