Sabre Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended March 31, 2025 2024 Revenue $ 776,617 $ 782,886 Cost of revenue, excluding technology costs 333,710 321,094 Technology costs 196,227 222,291 Selling, general and administrative 143,282 141,416 Operating income 103,398 98,085 Other expense: Interest expense, net ( 129,353 ) ( 124,747 ) Loss on extinguishment of debt — ( 37,994 ) Equity method income 665 960 Other, net 3,776 ( 4,477 ) Total other expense, net ( 124,912 ) ( 166,258 ) Loss from continuing operations before income taxes ( 21,514 ) ( 68,173 ) (Benefit) provision for income taxes ( 57,062 ) 2,932 Income (loss) from continuing operations 35,548 ( 71,105 ) Loss from discontinued operations, net of tax — — Net income (loss) 35,548 ( 71,105 ) Net income attributable to noncontrolling interests 213 378 Net income (loss) attributable to common stockholders $ 35,335 $ ( 71,483 ) Basic net income (loss) per share attributable to common stockholders: Net income (loss) per common share $ 0.09 $ ( 0.19 ) Diluted net income (loss) per share attributable to common stockholders: Net income (loss) per common share $ 0.09 $ ( 0.19 ) Weighted-average common shares outstanding: Basic 386,271 379,774 Diluted 455,260 379,774 See Notes to Consolidated Financial Statements. 1 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (In thousands) (Unaudited) Three Months Ended March 31, 2025 2024 Net income (loss) $ 35,548 $ ( 71,105 ) Other comprehensive income, net of tax: Foreign currency translation adjustments ("CTA") 2,090 ( 682 ) Retirement-related benefit plans: Net actuarial loss, net of taxes of nil in all periods ( 3,338 ) — Amortization of prior service credits, net of taxes of nil in all periods ( 358 ) ( 358 ) Amortization of actuarial losses, net of taxes of nil in all periods 703 575 Net change in retirement-related benefit plans, net of tax ( 2,993 ) 217 Derivatives: Unrealized (losses) gains, net of taxes of nil in all periods ( 598 ) 6,747 Reclassification adjustment for realized losses (gains), net of taxes of nil in all periods 142 ( 1,956 ) Net change in derivatives, net of tax ( 456 ) 4,791 Share of other comprehensive loss of equity method investments ( 212 ) ( 120 ) Other comprehensive (loss) income ( 1,571 ) 4,206 Comprehensive income (loss) 33,977 ( 66,899 ) Less: Comprehensive income attributable to noncontrolling interests ( 213 ) ( 378 ) Comprehensive income (loss) attributable to Sabre Corporation $ 33,764 $ ( 67,277 ) See Notes to Consolidated Financial Statements. 2 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) March 31, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 651,144 $ 724,479 Restricted cash 21,024 21,039 Accounts receivable, net of allowance for credit losses of $ 26,474 and $ 25,791 397,078 339,978 Prepaid expenses and other current assets 154,765 77,722 Total current assets 1,224,011 1,163,218 Property and equipment, net of accumulated depreciation of $ 1,905,703 and $ 1,895,791 251,089 248,399 Equity method investments 22,545 22,470 Goodwill 2,550,407 2,552,938 Acquired customer relationships, net of accumulated amortization of $ 817,653 and $ 812,311 186,905 192,064 Other intangible assets, net of accumulated amortization of $ 596,929 and $ 593,222 142,518 145,819 Deferred income taxes 6,139 8,113 Other assets, net 294,711 301,908 Total assets $ 4,678,325 $ 4,634,929 Liabilities and stockholders’ deficit Current liabilities Accounts payable $ 258,831 $ 263,679 Accrued compensation and related benefits 62,225 114,937 Accrued subscriber incentives 277,902 265,065 Deferred revenues 72,369 72,111 Other accrued liabilities 212,922 195,769 Current portion of debt 232,907 230,214 Total current liabilities 1,117,156 1,141,775 Deferred income taxes 22,069 37,242 Other noncurrent liabilities 200,954 212,907 Long-term debt 4,884,699 4,834,776 Commitments and contingencies (Note 12) Redeemable noncontrolling interests 12,465 12,928 Stockholders’ deficit Common Stock: $ 0.01 par value; 1,000,000 authorized shares; 417,219 and 414,754 shares issued, 387,662 and 385,932 shares outstanding at March 31, 2025 and December 31, 2024, respectively 4,172 4,147 Additional paid-in capital 3,318,127 3,304,466 Treasury Stock, at cost, 29,557 and 28,822 shares at March 31, 2025 and December 31, 2024, respectively ( 529,233 ) ( 526,789 ) Accumulated deficit ( 4,291,817 ) ( 4,327,152 ) Accumulated other comprehensive loss ( 75,318 ) ( 73,747 ) Noncontrolling interest 15,051 14,376 Total stockholders’ deficit ( 1,559,018 ) ( 1,604,699 ) Total liabilities and stockholders’ deficit $ 4,678,325 $ 4,634,929 See Notes to Consolidated Financial Statements. 3 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Three Months Ended March 31, 2025 2024 Operating Activities Net income (loss) $ 35,548 $ ( 71,105 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 29,786 34,159 Paid-in-kind interest 28,327 30,737 Deferred income taxes ( 14,380 ) ( 6,247 ) Stock-based compensation expense 13,662 13,905 Amortization of upfront incentive consideration 8,979 8,442 Amortization of debt discount and issuance costs 8,579 6,241 Gain on sale of assets ( 5,191 ) — Provision for expected credit losses 2,185 5,334 Other ( 593 ) 725 Loss on investment fair value adjustment — 3,520 Loss on extinguishment of debt — 37,994 Changes in operating assets and liabilities: Accounts and other receivables ( 118,776 ) ( 74,665 ) Prepaid expenses and other current assets ( 17,122 ) ( 21,852 ) Capitalized implementation costs ( 3,573 ) ( 4,398 ) Upfront incentive consideration ( 5,859 ) ( 469 ) Other assets ( 246 ) ( 7,660 ) Accrued compensation and related benefits ( 62,233 ) ( 54,291 ) Accounts payable and other accrued liabilities 21,738 34,922 Deferred revenue including upfront solution fees ( 1,434 ) ( 3,382 ) Cash used in operating activities ( 80,603 ) ( 68,090 ) Investing Activities Additions to property and equipment ( 17,891 ) ( 27,676 ) Proceeds from sale of assets 9,641 — Cash used in investing activities ( 8,250 ) ( 27,676 ) Financing Activities Proceeds from borrowings under Securitization Facility 41,100 140,000 Payments on borrowings under Securitization Facility ( 22,500 ) ( 17,800 ) Payments on borrowings from lenders ( 2,948 ) ( 193,571 ) Net payment on the settlement of equity-based awards ( 2,444 ) ( 2,078 ) Proceeds on borrowings from lenders — 200,090 Debt prepayment fees and issuance costs — ( 48,733 ) Cash provided by financing activities 13,208 77,908 Effect of exchange rate changes on cash, cash equivalents and restricted cash 2,295 ( 1,212 ) Decrease in cash, cash equivalents and restricted cash ( 73,350 ) ( 19,070 ) Cash, cash equivalents and restricted cash at beginning of period 745,518 669,244 Cash, cash equivalents and restricted cash at end of period $ 672,168 $ 650,174 See Notes to Consolidated Financial Statements. 4 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands, except share data) (Unaudited) Stockholders’ Deficit Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders'Deficit Shares Amount Shares Amount Balance at December 31, 2024 414,753,676 $ 4,147 $ 3,304,466 28,822,484 $ ( 526,789 ) $ ( 4,327,152 ) $ ( 73,747 ) $ 14,376 $ ( 1,604,699 ) Comprehensive income — — — — — 35,335 ( 1,571 ) 675 34,439 Settlement of stock-based awards 2,465,135 25 ( 1 ) 734,400 ( 2,444 ) — — — ( 2,420 ) Stock-based compensation expense — — 13,662 — — — — — 13,662 Balance at March 31, 2025 417,218,811 $ 4,172 $ 3,318,127 29,556,884 $ ( 529,233 ) $ ( 4,291,817 ) $ ( 75,318 ) $ 15,051 $ ( 1,559,018 ) Stockholders’ Deficit Common Stock Additional Paid in Capital Treasury Stock Retained Deficit Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Deficit Shares Amount Shares Amount Balance at December 31, 2023 405,914,663 $ 4,059 $ 3,249,901 26,345,684 $ ( 520,124 ) $ ( 4,048,393 ) $ ( 73,922 ) $ 12,660 $ ( 1,375,819 ) Comprehensive loss — — — — — ( 71,483 ) 4,206 923 ( 66,354 ) Settlement of stock-based awards 3,062,998 31 ( 1 ) 1,021,755 ( 2,078 ) — — — ( 2,048 ) Stock-based compensation expense — — 13,905 — — — — — 13,905 Balance at March 31, 2024 408,977,661 $ 4,090 $ 3,263,805 27,367,439 $ ( 522,202 ) $ ( 4,119,876 ) $ ( 69,716 ) $ 13,583 $ ( 1,430,316 ) See Notes to Consolidated Financial Statements. 5 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three months ended March 31, 2025 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2025. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 20, 2025. We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 20, 2025. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board ("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 consolidated financial statement disclosures. 6 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service (“SaaS”) revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of March 31, 2025 and December 31, 2024 (in thousands). Account Consolidated Balance Sheet Location March 31, 2025 December 31, 2024 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 22,927 $ 28,635 Trade and unbilled receivables, net Accounts receivable, net 391,112 334,699 Long-term trade unbilled receivables, net Other assets, net 20,251 20,531 Contract liabilities Deferred revenues / other noncurrent liabilities 127,215 128,645 ______________________ (1) Includes contract assets of $ 5 million and $ 8 million for March 31, 2025 and December 31, 2024, respectively. During the three months ended March 31, 2025, we recognized revenue of approximately $ 8 million from contract liabilities that existed as of January 1, 2025. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 5. Credit Losses. Revenue The following table presents our revenues disaggregated by business (in thousands): Three Months Ended March 31, 2025 2024 Distribution $ 569,115 $ 572,258 IT Solutions 133,011 141,375 Total Travel Solutions 702,126 713,633 SynXis Software and Services 77,389 72,317 Other 7,820 6,502 Total Hospitality Solutions 85,209 78,819 Total Segment Revenue 787,335 792,452 Eliminations ( 10,718 ) ( 9,566 ) Total Sabre Revenue $ 776,617 $ 782,886 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 three months ended March 31, 2025, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial. Our air booking cancellation reserve totaled $ 15 million and $ 11 million as of March 31, 2025, and December 31, 2024, respectively. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. 3. Redeemable Noncontrolling Interest On February 1, 2023, we sold common shares of a subsidiary, representing a 19 % interest in Conferma Limited's ( “ Conferma ” ) direct parent, to a third party for cash consideration of $ 16 million. In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19 % interest, if requested, for the original purchase price of $ 16 million. 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. 7 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 March 31, 2025 and 2024, the redeemable noncontrolling interest was $ 12 million and $ 14 million, respectively. The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended March 31, 2025 and 2024 (in thousands): Three Months Ended March 31, 2025 2024 Redeemable noncontrolling interest, beginning of period $ 12,928 $ 14,375 Net loss attributable to redeemable noncontrolling interest ( 463 ) ( 279 ) Redeemable noncontrolling interest, end of period $ 12,465 $ 14,096 4. Income Taxes For the three months ended March 31, 2025, we recognized $ 57 million of income tax benefit, representing an effective tax rate of 265 %, compared to an income tax expense of $ 3 million, representing an effective tax rate of less than 1 % for the three months ended March 31, 2024. The effective tax rate for the three months ended March 31, 2025 represents the rate expected for the year applied to year to date earnings before tax and the impact of certain discrete items in the quarter. The effective tax rate is impacted by an increase in the valuation allowance due primarily to interest expense limitations, offset by loss utilization. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from the impact of changes in the valuation allowance, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. We believe it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets. We have determined that a portion of the deferred tax assets related to certain federal, state, and foreign net operating losses, interest limitation and other assets are not more likely than not to be realized and have recorded a valuation allowance against such assets. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. 5. Credit Losses We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. 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 three months ended March 31, 2025 for our portfolio segment is summarized as follows (in thousands): 8 Three Months Ended March 31, 2025 Balance at December 31, 2024 $ 25,792 Provision for expected credit losses 2,185 Write-offs ( 1,389 ) Other ( 114 ) Balance at March 31, 2025 $ 26,474 6. Debt As of March 31, 2025 and December 31, 2024, our outstanding debt included in our consolidated balance sheets totaled $ 5,118 million and $ 5,065 million, respectively, which are net of debt issuance costs of $ 52 million and $ 56 million, respectively, and unamortized discounts of $ 95 million and $ 100 million, respectively. The following table sets forth the face values of our outstanding debt as of March 31, 2025 and December 31, 2024 (in thousands): Rate Maturity March 31, 2025 December 31, 2024 Senior secured credit facilities: 2021 Term Loan B-1 S (1) + 3.50 % December 2027 $ 313,850 $ 314,860 2021 Term Loan B-2 S (1) + 3.50 % December 2027 366,280 366,280 2022 Term Loan B-1 S (1) + 4.25 % June 2028 382,147 382,147 2022 Term Loan B-2 S (1) + 5.00 % June 2028 414,482 414,482 2024 Term Loan B-1 S (1) + 6.00 % November 2029 698,250 700,000 2024 Term Loan B-2 S (1) + 6.00 % November 2029 74,813 75,000 Senior Secured Term Loan Due 2028 RR (2) + 1.75 % (3) December 2028 899,938 871,611 Securitization facility: AR Facility S (1) + 4.00 % (4) March 2027 100,800 82,200 FILO Facility S (1) + 8.00 % March 2027 120,000 120,000 9.25 % senior secured notes due 2025 (5) 9.25 % April 2025 10,416 10,416 4.00 % senior exchangeable notes due 2025 (5) 4.00 % April 2025 183,220 183,220 7.375 % senior secured notes due 2025 7.375 % September 2025 23,393 23,393 7.32 % senior exchangeable notes due 2026 7.32 % August 2026 150,000 150,000 8.625 % senior secured notes due 2027 8.625 % June 2027 656,783 656,783 11.25 % senior secured notes due 2027 11.25 % December 2027 45,814 45,814 10.75 % senior secured notes due 2029 10.75 % November 2029 824,714 824,714 Face value of total debt outstanding 5,264,900 5,220,920 Less current portion of debt outstanding ( 233,007 ) ( 230,704 ) Face value of long-term debt outstanding $ 5,031,893 $ 4,990,216 ______________________ (1) Represents the Secured Overnight Financing Rate ("SOFR"). (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 %. (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. (5) Repaid in full on April 15, 2025. We had outstanding letters of credit totaling $ 12 million and $ 13 million as of March 31, 2025 and December 31, 2024, 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, 2021 Term Loan B-2, 2022 Term Loan B-1, 2024 Term Loan B-1 and 2024 Term Loan B-2, is 4.94 % as of March 31, 2025. Senior Secured Credit Facilities Refinancing Transactions 9 On November 25, 2024, we entered into a third and fourth amendment (together, the “Term Loan B Amendments”) to the Amended and Restated Credit Agreement dated as of February 19, 2013 (the "Amended and Restated Credit Agreement") pursuant 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. 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 were 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 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. Financial Covenants Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement. As of March 31, 2025, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement. Senior Secured Term Loan Due 2028 On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an intercompany secured term loan agreement (the "Pari Passu Loan Agreement"). The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) that matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows: (i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023 Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25 % of the applicable interest margin assuming all interest is payable-in-kind. After the third anniversary of the 2023 Term Loan Agreement, all prepayments can be made at par plus accrued interest. The interest on the Senior Secured Term Loan Due 2028 is payable in cash; provided that, at our election, from the date of the agreement, until the last interest payment date occurring on or prior to December 31, 2025, the interest may be payable-in-kind. The Senior Secured Term Loan Due 2028 bears interest at a floating rate, with interest periods ending on each successive three month anniversary of the closing date and set in arrears based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest. As of March 31, 2025, 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. We have currently elected interest to be payable-in-kind. Interest on the Senior Secured Term Loan Due 2028 is accrued and payable or capitalized to principal if not elected to be paid in cash, commencing on June 13, 2023, and ending on the date three months thereafter and each successive three-month anniversary thereof on September 13, December 13, March 13, and June 13 of each year. We capitalized interest for the Senior Secured Term Loan Due 2028 totaling $ 28 million during the three months ended March 31, 2025. Sabre FB’s obligations under the Senior Secured Term Loan Due 2028 are required to be guaranteed by certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”). The 2023 Term Loan Agreement requires that we maintain cash balances of at least $ 100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable Foreign Guarantors meet certain minimum levels. The 2023 Term Loan Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions. In addition, the 2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement. As of March 31, 2025, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement and the Pari Passu Loan Agreement. 10 Senior Secured Notes On March 7, 2024, Sabre GLBL exchanged approximately $ 36 million of our 7.375 % senior secured notes due 2025 (the “September 2025 Notes”) and approximately $ 7 million of our 9.250 % senior secured notes due 2025 (the “April 2025 Notes”) for approximately $ 50 million aggregate principal amount of additional 8.625 % senior secured notes due 2027 (the “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. 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 three months ended March 31, 2024 of approximately $ 7 million, primarily consisting of exchange fees related to the June 2027 Notes. The April 2025 Notes matured, and were repaid in full, on April 15, 2025. 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 the remaining $ 1 million of third-party fees has been paid as of March 31, 2025. 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 March 31, 2025 , we had $ 221 million outstanding under the Securitization Facility, consisting of $ 101 million under the AR Facility and $ 120 million outstanding under the FILO Facility. The FILO Facility bears interest at SOFR plus a drawn fee of 8.00 % per annum. Interest and fees payable by Sabre Securitization under the FILO Facility are due monthly. Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0 % floor, plus a drawn fee, initially in the amount of 2.25 %, plus a 0.10 % SOFR adjustment. In connection with the issuance of the FILO Facility, the initial drawn fee rate was increased from 2.25 % to 4.00 %. The drawn fee rate, which was 4.00 % as of March 31, 2025, 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 $ 1 million for the three months ended March 31, 2025 and $ 1 million for the year ended December 31, 2024, which are recorded in other assets, net in our consolidated balance sheets. 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 11 Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates. Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility. As of March 31, 2025 , $ 356 million of Receivables are held as assets by Sabre Securitization, consisting of $ 347 million of accounts receivable and $ 9 million of other as sets, net in our conso lidated balance sheets. 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 Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. As of March 31, 2025 , we were in compliance with the financial covenants of the Securitization  Facility. 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 were senior, unsecured obligations of Sabre GLBL, and accrued interest payable semi-annually in arrears. As of March 31, 2025 , we had $ 183 million aggregate principal amount of 2025 Exchangeable Notes outstanding. The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash . Under the terms of the 2025 Exchangeable Notes Indenture , the notes were 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 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; or • on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2025 Exchangeable Notes Indenture), the holders of the 2025 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2025 Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the 2025 Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. As of March 31, 2025, none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met. The 2025 Exchangeable Notes were 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 was equivalent to an initial exchange price of approximately $ 7.88 per share. The exchange rate was subject to anti-dilution and other adjustments. Upon conversion, Sabre GLBL would have paid or delivered, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture) occurred with respect to any 2025 Exchangeable Note and the exchange date for the exchange of such 2025 Exchangeable Note occurred during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2025 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2025 Exchangeable Notes Indenture, the exchange rate applicable to such exchange would have been increased by a number of shares set forth in the table contained in the 2025 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the 2025 Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes. 12 On March 19, 2024, Sabre GLBL exchanged $ 150 million aggregate principal amount of its outstanding 2025 Exchangeable Notes for $ 150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32 % senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $ 30 million of cash (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 during the three months ended March 31, 2024. We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged. The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture" and together with the 2025 Exchangeable Notes Indenture, the Exchangeable Notes Indentures). As of March 31, 2025 , 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; and • on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026. As of March 31, 2025, 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 March 31, 2025 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively. The effective interest rates at March 31, 2024 were 4.78 % and 8.82 % for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively. The following table sets forth the carrying value of the Exchangeable Notes as of March 31, 2025 and December 31, 2024 (in thousands): March 31, 2025 December 31, 2024 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes Principal $ 183,220 $ 150,000 $ 183,220 $ 150,000 Less: Unamortized debt issuance costs 59 2,818 414 3,311 Net carrying value $ 183,161 $ 147,182 $ 182,806 $ 146,689 The following table sets forth interest expense recognized related to the Exchangeable Notes for the three months ended March 31, 2025 and 2024 (in thousands): Three Months Ended March 31, 2025 2024 2025 Exchangeable Notes 2026 Exchangeable Notes 2025 Exchangeable Notes 2026 Exchangeable Notes Contractual interest expense $ 1,832 $ 2,745 $ 3,132 $ 366 Amortization of issuance costs 354 493 578 64 13 7. Derivatives Hedging Objectives —We are exposed to certain risks relating to ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate interest rate swaps as cash flow hedges of floating-rate borrowings. Cash Flow Hedging Strategy —We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. As of March 31, 2025, we did not have any hedge components excluded from the assessment of effectiveness. Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statements of operations. Interest Rate Swap Contracts — Interest rate swaps outstanding during the three months ended March 31, 2025 and 2024, are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 250 million 1 month SOFR (1) 4.72 % June 30, 2023 June 30, 2026 $ 250 million 1 month SOFR (1) 3.88 % December 31, 2023 December 31, 2024 $ 250 million 1 month SOFR (1) 4.37 % January 16, 2024 January 31, 2026 ______________________ (1) Subject to a 0.5 % floor. 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 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 three months ended March 31, 2025, we recognized an immaterial cash flow impact related to our interest rate swaps, which is reported as cash provided by operating activities within our consolidated statements of cash flows. As of March 31, 2025, we estimate that $ 2 million in losses will be reclassified from other comprehensive (loss) income to earnings over the next 12 months. 14 The estimated fair values of our derivatives designated as hedging instruments as of March 31, 2025 and December 31, 2024 are as follows (in thousands): Derivative Assets Fair Value as of Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location March 31, 2025 December 31, 2024 Interest rate swaps Other accrued liabilities $ ( 2,220 ) $ ( 1,593 ) Interest rate swaps Other noncurrent liabilities ( 514 ) ( 673 ) Total $ ( 2,734 ) $ ( 2,266 ) The effects of derivative instruments, net of taxes, on OCI for the three months ended March 31, 2025 and 2024 are as follows (in thousands): Amount of (Losses) Gains Recognized in OCI on Derivative, Effective Portion Derivatives in Cash Flow Hedging Relationships Three Months Ended March 31, 2025 2024 Interest rate swaps $ ( 598 ) $ 6,747 Total $ ( 598 ) $ 6,747 Amount of Losses (Gains) Reclassified from Accumulated OCI into Income, Effective Portion Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended March 31, 2025 2024 Interest rate swaps Interest expense, net $ 142 $ ( 1,956 ) Total $ 142 $ ( 1,956 ) 8. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Interest Rate Swaps —The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services. Money market funds —Our valuation technique used to measure the fair values of our money market funds was derived from quoted market prices and active markets for these instruments that exist. Time deposits —Our valuation technique used to measure the fair values of our time deposit instruments was derived from the following: non-binding market consensus prices that were corroborated by observable market data and quoted market prices for similar instruments. 15 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 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 during the three months ended March 31, 2024 from our investments in securities totaled $ 3 million, which is recorded to Other, net within our results of operations. The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024 (in thousands): Fair Value at Reporting Date Using Assets: March 31, 2025 Level 1 Level 2 Level 3 Money market funds 341,355 341,355 — — Time deposits 81,965 — 81,965 — Investment in securities 401 401 — — Total assets $ 423,721 $ 341,756 $ 81,965 $ — Liabilities: Derivatives (1) Interest rate swap contracts $ ( 2,734 ) $ — $ ( 2,734 ) $ — Total liabilities $ ( 2,734 ) $ — $ ( 2,734 ) $ — Fair Value at Reporting Date Using Assets: December 31, 2024 Level 1 Level 2 Level 3 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 $ — Liabilities: Derivatives (1) Interest rate swap contracts $ ( 2,266 ) $ — $ ( 2,266 ) $ — Total liabilities $ ( 2,266 ) $ — $ ( 2,266 ) $ — ______________________ (1) See Note 7. Derivatives for further detail. There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2025. 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 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 their fair value as of March 31, 2025. 16 The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of March 31, 2025 and December 31, 2024 (in thousands): As of March 31, 2025 As of December 31, 2024 Financial Instrument Fair Value Carrying Value (1) Fair Value Carrying Value (1) 2021 Term Loan B-1 $ 306,200 $ 313,473 $ 303,643 $ 314,453 2021 Term Loan B-2 353,918 364,725 356,665 364,600 2022 Term Loan B-1 366,144 379,787 372,593 379,617 2022 Term Loan B-2 400,234 401,603 407,228 400,748 2024 Term Loan B-1 689,085 688,326 712,250 689,655 2024 Term Loan B-2 73,831 74,718 76,313 74,902 Senior Secured Term Loan Due 2028 899,893 882,957 906,020 853,788 9.25 % senior secured notes due 2025 10,433 10,416 10,510 10,416 7.375 % senior secured notes due 2025 23,500 23,393 23,081 23,393 4.00 % senior exchangeable notes due 2025 182,907 183,220 181,322 183,220 7.32 % senior exchangeable notes due 2026 159,739 150,000 172,500 150,000 8.625 % senior secured notes due 2027 650,212 656,783 649,105 656,783 11.25 % senior secured notes due 2027 48,753 45,293 49,400 45,253 10.75 % senior secured notes due 2029 832,334 776,243 853,220 774,332 ______________________ (1) Excludes net unamortized debt issuance costs. Assets that are Measured at Fair Value on a Nonrecurring Basis We assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test. We did no t record any goodwill impairment charges for the three months ended March 31, 2025. 9. Accumulated Other Comprehensive Loss As of March 31, 2025 and December 31, 2024, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands): March 31, 2025 December 31, 2024 Defined benefit pension and other postretirement benefit plans $ ( 79,503 ) $ ( 76,510 ) Unrealized foreign currency translation gain 10,286 8,196 Unrealized loss on interest rate swaps ( 3,249 ) ( 2,793 ) Share of other comprehensive loss of equity method investments ( 2,852 ) ( 2,640 ) Total accumulated other comprehensive loss, net of tax $ ( 75,318 ) $ ( 73,747 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations. As of March 31, 2025, we have contributed $ 10 million to our defined benefit pension plan in 2025. Based on current assumptions, we expect to make additional contributions of up to $ 6 million in 2025 to our defined benefit pension plan. See Note 7. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. 10. Stock and Stockholders' Equity Share Repurchase Program In February 2017, we announced the approval of a multi-year share repurchase program (the “Share Repurchase Program”) to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. 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. During the three months ended March 31, 2025, we did not repurchase any shares pursuant to the Share Repurchase Program. As of March 31, 2025, the Share Repurchase Program remains suspended and approximately $ 287 million remains authorized for repurchases. Exchangeable Notes 17 On April 17, 2020, we issued $ 345 million aggregate principal amount of 2025 Exchangeable Notes. 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 March 31, 2025, we had $ 183 million and $ 150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively. See Note 6. Debt for further details. 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. The 2025 Exchangeable Notes matured on April 15, 2025, and were settled with cash . 11. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended March 31, 2025 2024 Numerator: Income (loss) from continuing operations $ 35,548 $ ( 71,105 ) Less: Net income attributable to noncontrolling interests 213 378 Net income (loss) from continuing operations available to common stockholders, basic 35,335 ( 71,483 ) Add: Interest expense and amortization of debt discount and issuance costs for exchangeable notes, net of tax 4,203 — Net income (loss) from continuing operations available to common stockholders, diluted $ 39,538 $ ( 71,483 ) Denominator: Basic weighted-average common shares outstanding 386,271 379,774 Add: Dilutive effect of stock options and restricted stock awards 12,396 — Add: Dilutive effect of exchangeable notes 56,593 — Diluted weighted-average common shares outstanding 455,260 379,774 Income (loss) per share from continuing operations: Basic $ 0.09 $ ( 0.19 ) Diluted $ 0.09 $ ( 0.19 ) Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-average common shares outstanding calculation excludes 5 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2024, as their effect would be anti-dilutive given the net loss incurred in the period. The calculation of diluted weighted-average shares excludes the impact of 3 million of anti-dilutive common stock equivalents for the three months ended March 31, 2024. The impact of anti-dilutive common stock equivalents for the three months ended March 31, 2025 is not material. 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 2025 Exchangeable Notes are assumed to be converted at the beginning of each period and the 2026 Exchangeable Notes are assumed to be converted at the beginning of the 2025 period and at the issuance date of March 19, 2024 for the 2024 period. T he resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximate ly 57 million re sulting common shares related to the Exchangeable Notes for the three months ended March 31, 2024, 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. 12. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and 18 reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The amount of the accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Indian Income Tax Litigation 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. The DIT later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue tax assessments on a similar basis for subsequent years. 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 through March 2023 with the Income Tax Appellate Tribunal ("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. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court; the High Court dismissed the case for assessment years ending March 2001 through March 2004. The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2005 through March 2021. Appeals for assessment years ending March 2005 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 March 31, 2025. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe a negative outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) (“DGST”), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we determine it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. We intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of March 31, 2025, 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. We may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations. 19 13. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer and President, who is our Chief Operating Decision Maker (“CODM”), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. We operate our business and present our results through two business segments, (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers. Our CODM utilizes Segment Adjusted EBITDA, as the measure of profitability to evaluate performance of our segments and allocate resources. 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, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, acquisition-related costs, 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. Certain costs associated with our technology organization are allocated to the segments based on the segments' usage of resources. Benefit expenses, facility and lease costs and associated depreciation expense are allocated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges (in applicable periods), legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our global distribution system ("GDS"). 20 Segment information for the three months ended March 31, 2025 and 2024 is as follows (in thousands): Three Months Ended March 31, 2025 Travel Solutions Hospitality Solutions Eliminations Total Revenue: Revenue from external customers $ 691,408 $ 85,209 $ — $ 776,617 Intersegment revenue 10,718 — ( 10,718 ) — Total revenue 702,126 85,209 ( 10,718 ) 776,617 Less (1) : Segment cost of revenue, excluding technology costs (2) $ 301,572 $ 37,539 $ ( 10,718 ) $ 328,393 Segment technology costs (3) 154,590 24,691 — 179,281 Segment selling, general and administrative (4) 62,200 11,523 — 73,723 Other segment adjustments (5) ( 665 ) — — ( 665 ) Segment adjusted EBITDA $ 184,429 $ 11,456 $ — $ 195,885 Three Months Ended March 31, 2024 Travel Solutions Hospitality Solutions Eliminations Total Revenue: Revenue from external customers $ 704,067 $ 78,819 $ — $ 782,886 Intersegment revenue 9,566 — ( 9,566 ) — Total revenue 713,633 78,819 ( 9,566 ) 782,886 Less (1) : Segment cost of revenue, excluding technology costs (2) $ 288,850 $ 36,559 $ ( 9,566 ) $ 315,843 Segment technology costs (3) 176,920 23,227 — 200,147 Segment selling, general and administrative (4) 60,514 10,762 — 71,276 Other segment adjustments (5) ( 960 ) — — ( 960 ) Segment adjusted EBITDA $ 188,309 $ 8,271 $ — $ 196,580 The following table sets forth the reconciliation of Total segment adjusted EBITDA to Loss from continuing operations before income taxes in our consolidated statements of operations (in thousands): Three Months Ended March 31, 2025 2024 Total segment adjusted EBITDA $ 195,885 $ 196,580 Unallocated amounts and adjustments: Corporate expenses (6) ( 62,036 ) ( 63,376 ) Depreciation and amortization ( 29,786 ) ( 34,159 ) Interest expense, net ( 129,353 ) ( 124,747 ) Loss on extinguishment of debt — ( 37,994 ) Other, net (7) 3,776 ( 4,477 ) Loss from continuing operations before income taxes $ ( 21,514 ) $ ( 68,173 ) ______________________ 21 (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 (in applicable periods), legal reserves and other items not identifiable with one of our segments. (7) Other, net includes a gain on the sale of assets of $ 5 million recognized in the current year period and a fair value loss from our investments in securities of $ 3 million recognized in the prior year period. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. 14. Subsequent Events Agreement to sell Hospitality Solutions Business On April 27, 2025, we entered into a definitive purchase agreement with TPG (the “Buyer”) pursuant to which the Buyer has agreed to purchase our Hospitality Solutions business (the “Hospitality Solutions Sale”). The purchase price for the transaction is approximately $ 1.1 billion in cash, and we are currently evaluating the impact of the sale to our financial statements. The Hospitality Solutions Sale is expected to close by the end of the third quarter of 2025, subject to customary closing conditions and regulatory approvals. Following closing of the Hospitality Solutions Sale, we expect to use the net proceeds of approximately $ 960 million (net of estimated taxes, fees and customary closing working capital adjustments) primarily to repay our outstanding indebtedness. Following the closing of the Hospitality Solutions Sale, we expect to manage and report our business in one reportable segment. 22