2023 Annual Report
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Sabre Corporation
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
001-36422
(Commission File Number)
3150 Sabre Drive
Southlake, TX 76092
20-8647322
(I.R.S. Employer
Identification No.)
(Address, including zip code, of principal executive offices)
(682) 605-1000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, $0.01 par value
SABR
The NASDAQ Stock Market LLC
(Title of class)
(Trading symbol)
Securities registered pursuant to Section 12(g) of the Act:
None
(Name of exchange on which registered)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” "smaller reporting company,”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. Yes No
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the
registrant included in the filing reflect the correction of an error to previously issued financial statements. Yes No
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Yes No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the registrant’s common stock held by non-affiliates, as of June 30,2023, was $785,013,999. As of
February 8, 2024, there were 379,480,874 shares of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement relating to its 2024 annual meeting of stockholders to be held on April 24, 2024,
are incorporated by reference in Part III of this Annual Report on Form 10-K.
Table of Contents
Business
Risk Factors
Unresolved Staff Comments
Cybersecurity
Properties
Legal Proceedings
Mine Safety Disclosures
Information About Our Executive Officers
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Form 10-K Summary
PART I
Item 1.
Item 1A.
Item 1B.
Item 1C.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K, including the section “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” in Part II, Item 7, contains information that may constitute forward-looking statements. Forward-
looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and
similar expressions concerning matters that are not historical facts, such as statements regarding our future financial condition or
results of operations, our prospects and strategies for future growth, the development and introduction of new products, and the
implementation of our strategies. In many cases, you can identify forward-looking statements by terms such as “expects,”
"intends," "focus," "believes," "will," "outlook," "may," “predicts,” “vision,” “potential,” “anticipates,” “estimates,” "should,” “plans,”
“could,” “likely,” “commit,” “guidance,” “incremental,” “preliminary,” “forecast,” “continue,” “strategy,” “confidence,” “momentum,”
“estimate,” “objective,” “project,” or the negative of these terms or other comparable terminology. The forward-looking statements
are based on our current expectations and assumptions regarding our business, the economy and other future conditions and
are subject to risks, uncertainties and changes in circumstances that may cause events or our actual activities or results to differ
significantly from those expressed in any forward-looking statement. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future events, results, actions, levels of activity, performance or
achievements. You are cautioned not to place undue reliance on these forward-looking statements. Unless required by law, we
undertake no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the
date they are made. A number of important factors could cause actual results to differ materially from those indicated by the
forward-looking statements, including, but not limited to, those factors described in Part I, Item 1A, “Risk Factors,” in Part I, Item
7 “Management's Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting Our Results” and
elsewhere in this Annual Report.
In this Annual Report on Form 10-K, 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.
ITEM 1.
BUSINESS
Overview
PART I
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. Our principal executive offices are located at 3150 Sabre Drive, Southlake,
Texas 76092.
At Sabre, we make travel happen. Our vision is to be one of the most valued global technology partners in travel. We are
committed to helping our customers take on the biggest opportunities and solve the most complex challenges in our industry. We
connect the world’s leading travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour
operators, with travel buyers in a comprehensive travel marketplace. We also offer travel suppliers an extensive suite of leading
software solutions, ranging from airline and hotel reservations systems to solutions that manage day-to-day hotel operations. We
are committed to helping customers operate more efficiently, drive revenue and offer personalized traveler experiences with
next-generation technology solutions.
Business Segments and Products
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 leading software solutions for hoteliers. Financial information about
our business segments and geographic areas is provided in Note 19. Segment Information, to our consolidated financial
statements in Part II, Item 8 in this Annual Report on Form 10-K.
Travel Solutions
Our Travel Solutions business provides global travel solutions for travel suppliers and travel buyers through a business-to-
business travel marketplace consisting of our global distribution network and a broad set of solutions that integrate with our
distribution platform to add value for travel suppliers and travel buyers. Our distribution business facilitates travel by efficiently
bringing together travel content such as inventory, prices and availability from a broad array of travel suppliers, including airlines,
hotels, car rental brands, rail carriers, cruise lines and tour operators, with a large network of travel buyers, including online travel
agencies (“OTAs”), offline travel agencies, travel management companies (“TMCs”), and corporate travel departments.
Additionally, our Travel Solutions business offers a broad portfolio of software technology products and solutions, through
software-as-a-service (“SaaS”) and hosted delivery model, to airlines and other travel suppliers and provides industry-leading
and comprehensive software solutions that help our customers better market, sell, serve and operate. Our product offerings
include reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and data-
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driven intelligence solutions. Our reservation systems bring together intelligent decision support solutions that enable end-to-end
retailing. Our commercial and operations products offer services to our customers to enable them to better use our products and
help optimize their commercial and operations platforms.
Hospitality Solutions
Our Hospitality Solutions business provides software and solutions,
to
hoteliers around the world. Our SaaS solutions empower hotels and hotel chains to manage pricing, reservations, and retail
offerings across thousands of distribution channels while improving guest experience throughout the traveler journey. We serve
over 42,000 properties in over 175 countries.
through SaaS and hosted delivery models,
Growth Strategy
At Sabre, we are a technology company focused on four strategic areas: generating positive free cash flow, achieving
sustainable long-term growth, driving innovation and enhancing our value propositions, and the continued modernization of our
technology. Our growth strategy includes enhancing relationships with customers by promoting the benefits to them and travelers
of adopting additional products and services, adapting those products to the changing needs of the travel ecosphere, including
integrating new distribution capability (“NDC”), and pricing them in ways that align with our customers, growing our customer
base by continuing to innovate our products, adding desirable content, and aligning our technology and personnel to best
highlight our value proposition globally and expanding opportunities by extending our product lines into closely related areas of
travel where our customer relationships can efficiently drive adoption.
Technology and Operations
Our technology strategy is focused on achieving operational stability, reliability, resiliency, security and performance at an
efficient overall cost while continuing to innovate and create incremental value for our customers. Significant investment has
gone into implementing a more unified technical architecture with an emphasis on standardization, simplicity, efficiency, security,
and scalability. We invest heavily in software development, delivery, and operational support capabilities and seek to provide
best in class products for our customers. We operate standardized infrastructure in our cloud computing environments across
hardware, operating systems, databases, and other key enabling technologies to minimize costs on non-differentiators. We
expect to continue to make significant investments in our information technology infrastructure to modernize our architecture,
drive efficiency and quality in development, lower recurring technology costs, further enhance the stability and security of our
network, comply with data privacy and accessibility regulations, and complete our shift to service-enabled and cloud-based
solutions. For this reason, we have included Technology costs as a separate category of cost within our consolidated financial
statements and notes contained in Item 8, “Financial Statements and Supplementary Data,” of this Annual Report on Form 10-K.
Over the last several years, our architecture has evolved from mainframe-based transaction processing to more secure,
primarily cloud-based distributed processing. A variety of products and services run on this technology infrastructure: high-
volume air and hotel shopping systems; sales and support applications for airlines, hotels, and travel agencies; airline and hotel
inventory management and operational support systems; artificial
intelligence ("AI")-powered analytics and decision support
systems; and web services that provide automated interfaces for retailing, distribution, and fulfillment of travel-related products
and services. The flexibility and scale of our cloud-based technology infrastructure allow us to quickly deliver a broad variety of
SaaS solutions and evolve these solutions to meet the changing needs of the travel industry.
Customers
Travel Solutions customers consist of travel suppliers, including airlines, hotels and other lodging providers, car rental
brands, rail carriers, cruise lines, tour operators, attractions and services; a large network of travel buyers, including OTAs, offline
travel agencies, TMCs and corporate travel departments; and airports, governments and tourism boards. Airlines served by
Travel Solutions vary in size and are located in every region of the world, and include hybrid carriers and low-cost carriers
("LCCs") (collectively, “LCC/hybrids”), global network carriers and regional network carriers. Our airline and agency customers
are in various phases of adopting NDC strategies, and those strategies vary by customer. Hospitality Solutions has a global
customer base of over 42,000 hotel properties of all sizes.
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Sources of Revenue
Transactions—Our Travel Solutions business generates distribution revenue for bookings made through our global
distribution system ("GDS") (e.g., air, car and hotel bookings) and through our partners and generally we are paid directly by the
travel supplier. A transaction occurs when a travel agency or corporate travel department books or reserves a travel supplier’s
product using our GDS, for which we receive a fee. Transaction fees include, but are not limited to, transaction fees paid by
travel suppliers for selling their inventory through our GDS and fees paid by travel agency subscribers related to their use of
certain solutions integrated with our GDS. We receive revenue from the travel supplier and the travel agency according to the
commercial arrangement with each.
SaaS and Hosted—We generate Travel Solutions' IT Solutions revenue and Hospitality Solutions revenue through upfront
solution implementation fees and recurring usage-based fees for the use of our software solutions hosted on secure platforms or
deployed via SaaS. We maintain our SaaS and hosted software and manage the related infrastructure with the assistance of
third-party providers. We collect the implementation fees and recurring usage-based fees pursuant to contracts with terms that
typically range between three and ten years and generally include minimum annual volume requirements.
Software Licensing—We generate Travel Solutions' IT Solutions revenue from fees for the on-site installation and use of
our software products. Many contracts under this model generate additional revenue for the maintenance of the software
product.
Professional Service Fees—We generate Travel Solutions'
IT Solutions revenue and Hospitality Solutions revenue
through offerings that utilize the SaaS and hosted revenue model which are sometimes sold as part of multiple performance
obligation arrangements for which we also provide professional services, including consulting services. Our professional services
are primarily focused on helping customers achieve better utilization of and return on their software investment. Often, we
provide these services during the implementation phase of our SaaS solutions.
Media and Retailing—We generate Hospitality Solutions revenue from customers that advertise their website or booking
engine on digital marketing channels. We also generate Hospitality Solutions revenue through retailing offerings and are typically
paid a portion of the value of each transaction according to commercial arrangements.
Competition
We operate in highly competitive markets. Travel Solutions competes with several other regional and global travel
marketplace providers, including other GDSs, local distribution systems and travel marketplace providers primarily owned by
airlines or government entities, as well as with direct distribution by travel suppliers. In addition to other GDSs and direct
distributors, there are a number of other competitors in the travel distribution marketplace, including new entrants in the travel
space, that offer metasearch capabilities that direct shoppers to supplier websites and/or OTAs, third party aggregators and
peer-to-peer options for travel services. Travel Solutions also competes with a variety of providers in a rapidly evolving
marketplace which includes global and regional IT providers, various specialists in selected product areas, service providers and
airlines that develop their own in-house technology. Hospitality Solutions operates in a dynamic marketplace that includes large
global players, significant new entrants and hotels that develop their own in-house technology.
Intellectual Property
We use software, business processes and proprietary information to carry out our business. These assets and related
intellectual property rights are significant assets of our business. We rely on a combination of patent, copyright, trade secret and
trademark laws, confidentiality procedures, and contractual provisions to protect these assets and we license software and other
intellectual property both to and from third parties. We may seek patent protection on technology, software and business
processes relating to our business, and our software and related documentation may also be protected under trade secret and
copyright laws where applicable. We may also benefit from both statutory and common law protection of our trademarks.
Although we rely heavily on our brands, associated trademarks, and domain names, we do not believe that our business
is dependent on any single item of intellectual property, or that any single item of intellectual property is material to the operation
of our business. However, since we consider trademarks to be a valuable asset of our business, we maintain our trademark
portfolio throughout
trademark offices, renewing appropriate
registrations and regularly monitoring potential infringement of our trademarks in certain key markets.
the world by filing trademark applications with the relevant
Government Regulation
We are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly
subject to change. These laws, regulations and policies include regulations applicable to the GDS in the European Union (“EU”),
Canada, the United States and other locations.
We are subject to the application of data protection and privacy regulations in many of the U.S. states and countries in
which we operate, including the General Data Protection Regulation ("GDPR") in the EU. See "Risk Factors—Our collection,
processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation,
conflicting legal requirements, differing views on data privacy, or security incidents."
We are also subject to prohibitions administered by the Office of Foreign Assets Control (the “OFAC rules”) and other
similar global prohibitions, as applicable. The OFAC rules prohibit U.S. persons from engaging in financial transactions with or
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relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has
an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S.
persons) to such individual, entity or country.
Our businesses may also be subject to legislation and regulations affecting issues such as: trade sanctions, exports of
technology, antitrust, anticorruption, telecommunications, artificial
intelligence, and e-commerce. These regulations may vary
among jurisdictions. For example, Russia has adopted legislation and related regulations, effective October 30, 2022, that
require activities related to the development, creation and operation of automated information systems for processing domestic
air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates
from or connection with systems abroad. This legislation and these regulations have prohibited our ability to provide these
services in Russia, which has negatively impacted, and is expected to continue to negatively impact, our revenue and results.
See “Risk Factors—Any failure to comply with regulations or any changes in such regulations governing our businesses
could adversely affect us.”
Seasonality
The travel industry is seasonal in nature. Travel bookings and the revenue we derive from those bookings, are typically
seasonally strong in the first and third quarters, but decline significantly each year in the fourth quarter, primarily in December.
We recognize air-related revenue at the date of booking, and because customers generally book their November and December
holiday leisure-related travel earlier in the year and business-related travel declines during the holiday season, revenue resulting
from bookings is typically lower in the fourth quarter. Similarly, we experience seasonality in our cash flow from operations with
the first quarter lower in collections, reflecting the revenue generated in December, and higher cash outflows with annual
compensation and incentive consideration payments, for the previous year.
Human Capital
We maintain a strategic framework that defines areas of focus for our culture and talent and highlights how we enable our
people to execute the plans and priorities for our technology, product, financial and customer strategies.
Our People—In 2023, we implemented a cost reduction plan that reduced our workforce by 17% compared to the prior
year, impacting our human capital metrics for the year ended December 31, 2023. We have not experienced any work stoppages
and consider our relations with our employees to be good. As of December 31, 2023, we had 6,232 employees worldwide,
consisting of the following:
United States
APAC
Europe
All Other (1)
Total
No of Employees
% of Total
1,736
1,765
1,629
1,102
6,232
28 %
28 %
26 %
18 %
100 %
(1) Includes Canada, Mexico, Latin America, Middle East, and Africa.
Talent Acquisition, Development and Retention—Through our long operating history and experience with technological
innovation, we appreciate the importance of retention, growth and development of our employees. We seek to set compensation
at competitive levels that help enable us to hire,
incentivize, and retain high-caliber employees. We have launched our
Leadership Framework to support our employees and cultivate talent. This framework includes frequent one-on-one
conversations, regular team meetings, meaningful performance feedback, timely recognition and supportive career development.
Our formal and informal reward, recognition and acknowledgement programs encourage employees to recognize peers, teams
and departments to honor their champions and help promote satisfaction and engagement. To assist in retaining key talent, we
offer compensation programs to certain key employees, such as long-term performance-based cash incentive awards,
performance-based restricted stock unit awards, time-based restricted stock unit awards, and other awards as appropriate. We
monitor and evaluate various turnover and attrition metrics throughout our management teams.
Diversity and Inclusion—With 61 offices around the globe, we believe that diversity and inclusion are at the core of our
success and that
to spur
innovation, drive growth and sustain competitive advantage in our industry. We maintain an Inclusion and Diversity Council to
help define a globally consistent approach to inclusion and diversity.
the different backgrounds, experiences, perspectives, and ideas of our employees are critical
Health and Wellness—The health and safety of our team members is of the utmost importance. In addition to core health
and welfare benefits, our wellness program offers resources to promote physical, emotional, and mental well-being. We maintain
certain assistance programs to continue to support the well-being of our team members, including team members that operate in
a remote working environment. Additionally, to help ensure the safety and wellness of our employees, we have provided robust
parental leave programs and enhanced our personal time off benefits, and maintain a work-from-anywhere program that allows
our employees additional flexibility in work arrangements and increased opportunities to work remotely. Recently, for our US-
based employees, we provided four additional paid holidays, which also align with our focus on inclusion.
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Corporate Responsibility—We invest globally in our communities by encouraging employee volunteerism on company
time through one paid day off per quarter for community volunteering. Our employees have donated a significant number of
volunteer hours to support our community-oriented and philanthropic culture.
Available Information
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and under these requirements, we file reports, proxy and information statements and other information with the Securities
and Exchange Commission (“SEC”). Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K, and other information to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are
available through the investor relations section of our website at investors.sabre.com. Reports are available free of charge as
soon as reasonably practicable after we electronically file them with, or furnish them to, the SEC. The information contained on
our website is not incorporated by reference into this Annual Report on Form 10-K.
We may use our website, our LinkedIn account and our X (formerly Twitter) account (@Sabre_Corp) as additional means
of disclosing information to the public. The information disclosed through those channels may be considered to be material and
may not be otherwise disseminated by us, so we encourage investors to review our website, LinkedIn and X account. The
contents of our website or social media channels referenced herein are not incorporated by reference into this Annual Report on
Form 10-K.
ITEM 1A.
RISK FACTORS
The following risk factors may be important to understanding any statement in this Annual Report on Form 10-K or
elsewhere. Our business, financial condition and operating results can be affected by a number of factors, whether currently
known or unknown, including but not limited to those described below. Any one or more of these factors could directly or
indirectly cause our actual results of operations and financial condition to vary materially from past or anticipated future results of
operations and financial condition. Any of these factors, in whole or in part, could materially and adversely affect our business,
financial condition, results of operations and stock price.
Risks Related to Our Business and Industry
Our revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel
transaction volumes.
Our Travel Solutions and Hospitality Solutions revenue is largely tied to travel suppliers’ transaction volumes rather than to
their unit pricing for an airplane ticket, hotel room or other travel products. This revenue is generally not contractually committed
to recur annually under our agreements with our travel suppliers. As a result, our revenue is highly dependent on the global
travel industry, particularly air travel from which we derive a substantial amount of our revenue, and correlates with global travel,
tourism and transportation transaction volumes. Our revenue is therefore highly susceptible to declines in or disruptions to
leisure and business travel that may be caused by factors entirely out of our control, and therefore may not recur if these
declines or disruptions occur.
Various factors have caused, and may in the future cause, temporary or sustained disruption to leisure and business
travel. The impact these disruptions have had, and would in the future have on our business depends on the magnitude and
duration of such disruption. These factors include, among others: (1) general and local economic conditions,
including
recessions and inflationary pressures; (2) financial instability of travel suppliers and the impact of any fundamental corporate
changes to such travel suppliers, such as airline bankruptcies, consolidations, or suspensions of service on the cost and
availability of travel content; (3) factors that affect demand for travel such as outbreaks of contagious diseases, including COVID-
19, influenza, Zika, Ebola and the MERS virus, increases in fuel prices, government shutdowns, changing attitudes towards the
environmental costs of travel, safety concerns and movements toward remote working environments and changes in business
practices; (4) political events like acts or threats of terrorism, hostilities, war and political unrest; (5) inclement weather, natural or
man-made disasters and the effects of climate change; and (6) factors that affect supply of travel, such as travel restrictions,
regulatory actions, aircraft groundings, or changes to regulations governing airlines and the travel
industry, like government
sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at
any of the major airlines, hotels or airports. In addition, sustained disruptions from COVID-19 negatively impacted our business,
and the extent of our recovery following these disruptions is uncertain. While we have experienced a gradual recovery in our
primary metrics over the past few years, we cannot predict the long-term effects of the pandemic on our business or the travel
industry as a whole. If our business or the travel industry is fundamentally changed by the COVID-19 outbreak in ways that are
detrimental to our operating model, our business may continue to be adversely affected even as the broader global economy or
the travel industry recovers. Developments that could affect the extent of any future recovery include, but are not limited to, the
effect of changes in hiring levels and remote working arrangements; the speed and extent of the recovery across the broader
travel ecosystem; and short- and long-term changes in travel patterns, including business or long-haul travel. Societal norms with
respect to travel may change permanently in ways that cannot be predicted and that can change the travel industry in a manner
adverse to our business.
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Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is
critical to our results of operations and future growth.
Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate
existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our
key executive officers. For example, the specialized skills we require can be difficult and time-consuming to acquire and are often
in short supply. There is high demand and competition for well-qualified employees on a global basis, such as software
engineers, developers and other technology professionals with specialized knowledge in software development, especially
expertise in certain programming languages. This competition affects both our ability to retain key employees and to hire new
ones. Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees.
Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to
hire and train replacement employees when such skilled individuals leave the company. Furthermore, changes in our employee
population, including our executive team, could impact our results of operations and growth. If we fail to attract well-qualified
employees or to retain or motivate existing employees, our business could be materially hindered by, for example, a delay in our
ability to deliver products and services under contract, bring new products and services to market or respond swiftly to customer
demands or new offerings from competitors.
In the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our
business and to structurally reduce our cost base. Our cost reduction plan may be disruptive to our operations, and our
workforce reductions could yield unanticipated consequences, such as attrition beyond planned workforce reductions, increased
difficulties in our day-to-day operations and reduced employee morale. If employees who were not affected by the reduction in
force seek alternate employment, this could result in the need for contract support at unplanned additional expense or harm our
productivity. Our workforce reductions could also harm our ability to attract and retain qualified personnel. In addition, we may
not realize the anticipated benefits, savings and improvements from our cost reduction efforts due to unforeseen difficulties,
delays or unexpected costs.
We operate in highly competitive, evolving markets, and if we do not continue to innovate and evolve, our
business operations and competitiveness may be harmed.
Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and
increasing value. We must continue to innovate and evolve our current and future offerings to respond to the changing needs of
travel suppliers and meet intense competition. We also face increasing competition as suppliers seek IT solutions that provide
the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other
channels. As travel suppliers adopt innovative solutions that function across channels, our operating results could suffer if we do
not foresee the need for new products or services to meet competition either for GDS or for other distribution IT solutions.
Adapting to new technological and marketplace developments may require substantial expenditures and lead time and we
cannot guarantee that projected future increases in business volume will actually materialize. We may experience difficulties that
could delay or prevent the successful development, marketing and implementation of enhancements, upgrades and additions.
Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our
competitors or in a cost-effective manner. For example, we must constantly update our products with new capabilities to adapt to
the changing technological and regulatory environment and customer needs. However, this process can be costly and time-
consuming, and our efforts may not be successful as compared to our competitors. Those that we do develop may not achieve
acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our
competitors’ offerings.
In addition, our competitors are constantly evolving, including increasing their product and service offerings through
organic research and development or through strategic acquisitions. As a result, we must continue to invest significant resources
in order to continually improve the speed, accuracy and comprehensiveness of our services and we have made and may in the
future be required to make changes to our technology platforms or increase our investment in technology, increase marketing,
adjust prices or business models, acquire or invest in new lines of business and take other actions, which has affected and in the
future could affect our financial performance and liquidity.
We depend upon the use of sophisticated information technology and systems. Our competitiveness and future results
depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products,
services,
industry standards, government
regulations, and trends and customer requirements. As another example, migration of our enterprise applications and platforms
to other hosting environments has caused us and will continue to cause us to incur substantial costs, and has resulted in and
could in the future result in instability and business interruptions, which could materially harm our business.
technologies and systems in response to new technological developments,
Our Travel Solutions business is exposed to pricing pressure from travel suppliers.
Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution. For
example, consolidation in the airline industry, the growth of LCC/hybrids and macroeconomic factors, among other things, have
driven some airlines to negotiate for lower fees during contract renegotiations, thereby exerting increased pricing pressure on our
Travel Solutions business, which, in turn, negatively affects our revenues and margins. In addition, travel suppliers’ use of
multiple distribution channels may also adversely affect our contract renegotiations with these suppliers and negatively impact
our revenue. Furthermore, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some
or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels
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(for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct
channels after their contracts expire. As a result of these sources of negotiating pressure, we may have to decrease our prices to
retain their business. If we are unable to renew our contracts with these travel suppliers on similar economic terms or at all, or if
our ability to provide this content is similarly impeded, this would also adversely affect the value of our Travel Solutions business
as a marketplace due to our more limited content.
Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions,
change their distribution model or undergo other changes.
We generate the majority of our revenue and accounts receivable from airlines. We also derive revenue from hotels, car
rental brands, rail carriers, cruise lines, tour operators and other suppliers in the travel and tourism industries. Adverse changes
in any of these relationships or the inability to enter into new relationships could negatively impact the demand for and
competitiveness of our travel products and services. For example, a lack of liquidity in the capital markets or weak economic
performance may cause our travel suppliers to increase the time they take to pay, or to default, on their payment obligations,
which could lead to a higher provision for expected credit losses and negatively affect our results. Any large-scale bankruptcy or
other insolvency proceeding of an airline or hospitality supplier could subject our agreements with that customer to rejection or
early termination, and, if applicable, result in asset impairments which could be significant. Similarly, any suspension or cessation
of operations of an airline or hospitality supplier could negatively affect our results. Because we generally do not require security
or collateral from our customers as a condition of sale, our revenues may be subject to credit risk more generally.
Furthermore, supplier consolidation, particularly in the airline industry, could harm our business. Our Travel Solutions
business depends on a relatively small number of airlines for a substantial portion of its revenue, and all of our businesses are
highly dependent on airline ticket volumes. Consolidation among airlines could result in the loss of an existing customer and the
related fee revenue, decreased airline ticket volumes due to capacity restrictions implemented concurrently with the
consolidation, and increased airline concentration and bargaining power to negotiate lower transaction fees. See “—Our Travel
Solutions business is exposed to pricing pressure from travel suppliers.”
Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result
of governmental regulation, conflicting legal requirements, differing views on data privacy, or security incidents.
We collect, process, store, use and transmit a large volume of personal data on a daily basis, including, for example, to
process travel
transactions for our customers and to deliver other travel-related products and services. Personal data is
increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly
conflict with one another. In recent years, for example, U.S. legislators and regulatory agencies, such as the Federal Trade
Commission, as well as U.S. states, have increased their focus on protecting personal data by law and regulation, and have
increased enforcement actions for violations of privacy and data protection requirements. The GDPR, a data protection law
adopted by the European Commission, and various other country-specific and U.S. state data protection laws have gone into
effect or are scheduled to go into effect. These and other data protection laws and regulations are intended to protect the privacy
and security of personal data, including credit card information that is collected, processed and transmitted in or from the
relevant jurisdiction. Implementation of and compliance with these laws and regulations may be more costly or take longer than
we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position
or cash flows. Furthermore, various countries have implemented legislation requiring the storage of travel or other personal data
locally. Our business could be materially adversely affected by our inability, or the inability of our vendors who receive personal
data from us, to operate with regard to the use of personal data, new data handling or localization requirements. Additionally,
media coverage of data incidents has escalated, in part because of the increased number of enforcement actions, investigations
and lawsuits. As this focus and attention on privacy and data protection continues to increase, we also risk exposure to potential
liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal
requirements, conflicts among these legal requirements or differences in approaches to privacy and security of travel data.
Implementation of software solutions often involves a significant commitment of resources, and any failure to
deliver as promised on a significant implementation could adversely affect our business.
In our Travel Solutions and Hospitality Solutions businesses, the implementation of software solutions often involves a
significant commitment of resources and is subject to a number of significant risks over which we may or may not have control.
These risks include:
•
•
•
•
the features of the implemented software may not meet the expectations or fit the business model of the customer;
limited pool of
implementations cannot quickly and easily be augmented for complex
our
implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project
delays;
trained experts for
customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing
information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the
completion of the implementation process, which, for airline reservations systems, typically takes 12 to 18 months; and
customers and their partners may not fully or timely perform the actions required to be performed by them to ensure
successful implementation, including measures we recommend to safeguard against technical and business risks.
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As a result of these and other risks, some of our customers may incur large, unplanned costs in connection with the
purchase and installation of our software products. Also, implementation projects could take longer than planned or fail. We may
not be able to reduce or eliminate protracted installation or significant additional costs. Significant delays or unsuccessful
customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers,
harm our reputation and negatively impact our operating results.
Our Travel Solutions business depends on relationships with travel buyers.
Our Travel Solutions business relies on relationships with several
large travel buyers, including TMCs and OTAs, to
generate a large portion of its revenue through bookings made by these travel companies. This revenue concentration in a
relatively small number of travel buyers makes us particularly dependent on factors affecting those companies. For example, if
demand for their services decreases, or if a key supplier pulls its content from us, travel buyers may stop utilizing our services or
move all or some of their business to competitors or competing channels. Although our contracts with larger travel agencies often
increase the incentive consideration when the travel agency processes a certain volume or percentage of its bookings through
our GDS, travel buyers are not contractually required to book exclusively through our GDS during the contract term. Travel
buyers also shift bookings to other distribution channels for many reasons, including to avoid becoming overly dependent on a
single source of travel content or to increase their bargaining power with GDS providers. Additionally, some regulations allow
travel buyers to terminate their contracts earlier.
These risks are exacerbated by increased consolidation among travel agencies and TMCs, which may ultimately reduce
the pool of travel agencies that subscribe to GDSs. We must compete with other GDSs and other competitors for their business
by offering competitive upfront incentive consideration, which, due to the strong bargaining power of these large travel buyers,
tend to increase in each round of contract renewals. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations—Factors Affecting our Results—Increasing travel agency incentive consideration" in our Annual Report on
Form 10-K for more information about our incentive consideration. However, any reduction in transaction fees from travel
suppliers due to supplier consolidation or other market forces could limit our ability to increase incentive consideration to travel
agencies in a cost-effective manner or otherwise affect our margins.
Our Travel Solutions and Hospitality Solutions businesses depend on maintaining and renewing contracts with
their customers and other counterparties.
In our Travel Solutions business, we enter into participating carrier distribution and services agreements with airlines. Our
contracts with major carriers typically last for three- to five-year terms and are generally subject to automatic renewal at the end
of the term, unless terminated by either party with the required advance notice. Our contracts with smaller airlines generally last
for one year and are also subject to automatic renewal at the end of the term, unless terminated by either party with the required
advance notice. Airlines are not typically contractually obligated to distribute exclusively through our GDS during the contract
term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial
term. We cannot guarantee that we will be able to renew our airline contracts in the future on favorable economic terms or at all,
and the termination or expiration of these agreements could materially adversely impact our business. See “—Our Travel
Solutions business is exposed to pricing pressure from travel suppliers."
We also enter into contracts with travel buyers. Although most of our travel buyer contracts have terms of one to three
years, we typically have non-exclusive, five- to ten-year contracts with our major travel agency customers. We also typically have
three- to five-year contracts with corporate travel departments, which generally renew automatically unless terminated with the
required advance notice. A meaningful portion of our travel buyer agreements, typically representing approximately 15% to 20%
of our bookings, are up for renewal in any given year. We cannot guarantee that we will be able to renew our travel buyer
agreements in the future on favorable economic terms or at all. Similarly, our Travel Solutions and Hospitality Solutions
businesses are based on contracts with travel suppliers for a typical duration of three to seven years for airlines and one to five
years for hotels, respectively. We cannot guarantee that we will be able to renew our solutions contracts in the future on
favorable economic terms or at all. Additionally, we use several third-party distributor partners and equity method investments to
extend our GDS services in Europe, the Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”). The termination of our
contractual arrangements with any of these third-party distributor partners and equity method investments could adversely
impact our Travel Solutions business in the relevant regions. See “—We rely on third-party distributor partners and equity
method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct
management control and potential conflicts of interest.” for more information on our relationships with our third-party distributor
partners and equity method investments.
Our failure to renew some or all of these agreements on economically favorable terms or at all, or the early termination of
these existing contracts, would adversely affect the value of our Travel Solutions business as a marketplace due to our limited
content and distribution reach, which could cause some of our subscribers to move to a competing GDS or use other travel
technology providers for the solutions we provide and would materially harm our business, reputation and brand. Our business
therefore relies on our ability to renew our agreements with our travel buyers, travel suppliers, third-party distributor partners and
equity method investments or developing relationships with new travel buyers and travel suppliers to offset any customer losses.
We are subject to a certain degree of revenue concentration among a portion of our customer base. Because of this
concentration among a small number of customers, if an event were to adversely affect one of these customers, it could have a
material impact on our business.
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We are exposed to risks associated with payment card industry data ("PCI") compliance.
The PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card
brands for enhancing payment account data security, including but not limited to requirements for security management, policies,
procedures, network architecture, and software design. PCI DSS compliance is required in order to maintain credit card
processing services. The cost of compliance with PCI DSS is significant and may increase as the requirements change. For
example, the Payment Card Industry Security Standards Council has released version 4.0 of its Data Security Standard, and we
are conducting an assessment to determine the scope and impact of these new standards on our existing processes and
controls. We are assessed periodically for assurance and successfully completed our last annual assessment in November
2023. Compliance does not guarantee a completely secure environment and notwithstanding the results of this assessment
there can be no assurance that payment card brands will not request further compliance assessments or set forth additional
requirements to maintain access to credit card processing services. See “—Security incidents expose us to liability and could
damage our reputation and our business.” Compliance is an ongoing effort and the requirements evolve as new threats are
identified. In the event that we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of the
PCI DSS), we could be exposed to increased operating costs, fines and penalties and, in extreme circumstances, may have our
credit card processing privileges revoked, which would have a material adverse effect on our business.
We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses
and may result in unfavorable outcomes.
We are involved in various legal proceedings that involve claims for substantial amounts of money or which involve how
we conduct our business. See Note 18. Commitments and Contingencies, to our consolidated financial statements. For example,
as a result of the judgment in our antitrust litigation with US Airways, we may be required to pay US Airways’ reasonable
attorneys’ fees and costs. Depending on the amount of attorneys’ fees and costs required to be paid to US Airways, if any, if we
do not have sufficient cash on hand, we may be required to seek financing from private or public financing sources, which may
not be assured. See “—We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability
to operate our business and to fulfill our obligations under our indebtedness.” In addition, although the jury rejected US Airways’
claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were not anticompetitive, the jury 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.
Although US Airways was only awarded $1.00 in single damages with respect to this verdict, and we believe the applicable
limitations period for similar claims has expired, other parties might nevertheless likewise seek to benefit from this judgment by
threatening to bring or actually bringing their own claims against us on the same or similar grounds or utilizing the litigation to
seek more favorable contract terms. Depending on the outcome of any of these matters, and the scope of the outcome, the
manner in which our airline distribution business is operated could be affected and could potentially force changes to the existing
airline distribution business model.
The defense of
these actions, as well as any of
the other actions described under Note 18. Commitments and
Contingencies, to our consolidated financial statements or elsewhere in this Annual Report on Form 10-K, and any other actions
that might be brought against us in the future, is time consuming and diverts management’s attention. Even if we are ultimately
successful in defending ourselves in such matters, we are likely to incur significant fees, costs and expenses as long as they are
ongoing. Any of these consequences could have a material adverse effect on our business, financial condition and results of
operations.
Any failure to comply with regulations or any changes in such regulations governing our businesses could
adversely affect us.
Parts of our business operate in regulated industries and could be adversely affected by unfavorable changes in or the
enactment of new laws, rules or regulations applicable to us, which could decrease demand for, or restrict access to, our
products and services, increase costs or subject us to additional liabilities. Moreover, regulatory authorities have relatively broad
discretion to grant, renew and revoke licenses and approvals and to implement or interpret regulations. Accordingly, these
regulatory authorities could prevent or temporarily suspend us from carrying on some or all of our activities or otherwise penalize
us if our practices were found not to comply with the applicable regulatory or licensing requirements or any interpretation of such
requirements by the regulatory authority. In addition, we are subject to or affected by international, federal, state and local laws,
regulations and policies, which are constantly subject to change. These include data protection and privacy legislation and
regulations, as well as legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust,
anticorruption, antiboycott, telecommunications, cybersecurity, environmental, social and governance matters, and e-commerce.
Our failure to comply with any of these requirements, interpretations, legislation or regulations could have a material adverse
effect on our operations.
Further, the United States has imposed economic sanctions, and could impose further sanctions in the future, that affect
transactions with designated countries, including but not limited to, Cuba, Iran, the Crimea, Donetsk and Luhansk regions of
Ukraine, North Korea and Syria, and nationals and others of those countries, and certain specifically targeted individuals and
entities engaged in conduct detrimental to U.S. national security interests. These sanctions are administered by the Office of
Foreign Assets Control (“OFAC”) and are typically known as the OFAC rules. The OFAC rules, and similar regulations in other
countries, are extensive and complex, and they differ from one sanctions regime to another. Failure to comply with these
regulations could subject us to legal and reputational consequences, including civil and criminal penalties.
We have GDS contracts with carriers that fly to Cuba, Iran, the Crimea, Donetsk and Luhansk regions of Ukraine, North
Korea and Syria but are based outside of those countries and are neither owned by those governments or nationals of those
9
countries/regions nor themselves sanctioned. With respect to Iran, Sudan, North Korea and Syria we believe that our activities
are designed to comply with certain information and travel-related exemptions. With respect to Cuba, we have advised OFAC
that customers outside the United States we display on the Sabre GDS flight information for, and support booking and ticketing
of, services of non-Cuban airlines that offer service to Cuba. Based on advice of counsel, we believe these activities to fall under
an exemption from OFAC regulations applicable to the transmission of information and informational materials and transactions
related thereto. We believe that our activities with respect to these countries are known to OFAC and other regulators. We note,
however, that sanctions regulations and related interpretive guidance are complex and subject to varying interpretations. Due to
this complexity, a regulator’s interpretation of its own regulations and guidance varies on a case by case basis. As a result, we
cannot provide any guarantees that a regulator will not challenge any of our activities in the future, which could have a material
adverse effect on our results of operations.
In Europe, GDS regulations or interpretations thereof may increase our cost of doing business or lower our revenues, limit
our ability to sell marketing data, impact relationships with travel buyers, airlines, rail carriers or others, impair the enforceability
of existing agreements with travel buyers and other users of our system, prohibit or limit us from offering services or products, or
limit our ability to establish or change fees. Although regulations specifically governing GDSs have been lifted in the United
States, they remain subject to general regulation regarding unfair trade practices by the U.S. Department of Transportation
(“DOT”). In addition, continued regulation of GDSs in the E.U. and elsewhere could also create the operational challenge of
supporting different products, services and business practices to conform to the different regulatory regimes. We do not currently
maintain a central database of all regulatory requirements affecting our worldwide operations and, as a result, the risk of non-
compliance with the laws and regulations described above is heightened. Our failure to comply with these laws and regulations
could subject us to fines, penalties and potential criminal violations. Any changes to these laws or regulations or any new laws or
regulations may make it more difficult for us to operate our business.
In addition, in connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European
Union and other governments have imposed varying sanctions and export-control measure packages impacting Russia and
certain regions of Ukraine and Belarus and may implement additional sanctions and export controls in the future. The conflict
and these sanctions and export controls have prevented us, and in the future could further prevent or discourage us, from
performing or renewing existing contracts with or receiving payments from customers in those countries. In addition, the conflict
or these sanctions and export controls have prevented and in the future could further prevent or discourage third parties on
whom we may rely from continuing to perform in those countries. These sanctions, export controls and related items, as well as
actions taken by us or others in response to them or otherwise in connection with the military conflict, have adversely impacted,
and in the future could further adversely impact, our business, results of operations and financial condition.
Russia has adopted legislation and related regulations, effective October 30, 2022, that require activities related to the
development, creation and operation of automated information systems for processing domestic air transportation within the
Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with
systems abroad. This legislation and these regulations have prohibited our ability to provide these services in Russia, which has
negatively impacted and is expected to continue to negatively impact our revenue and results. See “—Recent Developments
Affecting our Results of Operations" for further details.
As noted, the regulations and sanctions described above, as well as other sanctions regimes, are complex, and, while we
have a compliance program in place to help us address these items, there can be no assurance that we will be able to
consistently address them in an effective manner. Any failure to comply with these sanctions, export controls and related rules
and regulations may subject us to fines, penalties and potential criminal violations. In the third quarter of 2022, we identified
elements of our sanctions compliance program that were not functioning as we intended, which we are addressing. It is possible
that our enhanced program will identify material items that do not comply with these regulatory or sanction requirements. The
amount of any penalties and other impacts, costs or remediations related to these items may adversely impact our results. We
have become aware that we received payments that were not material in amount from an air carrier in Russia for GDS services,
and the receipt of these payments may be in violation of U.K. sanctions. We have voluntarily disclosed the receipt of these
payments to the U.K. Office of Financial Sanctions Implementation (OFSI). If OFSI were to impose a penalty, we believe that it
would not be material; however, there can be no assurance of the amount of any such penalty.
We are exposed to risks associated with acquiring or divesting businesses or business operations.
We have acquired, and, as part of our growth strategy, may in the future acquire, businesses or business operations. We
may not be able to identify suitable candidates for additional business combinations and strategic investments, obtain financing
on acceptable terms for such transactions, obtain necessary regulatory approvals or otherwise consummate such transactions
on acceptable terms, or at all.
Any acquisitions that we are able to identify and complete may also involve a number of risks, including our inability to
successfully or profitably integrate, operate, maintain and manage our newly acquired operations or employees; the diversion of
our management’s attention from our existing business to integrate operations and personnel; possible material adverse effects
on our results of operations during the integration process; becoming subject to contingent or other liabilities, including liabilities
arising from events or conduct predating the acquisition that were not known to us at the time of the acquisition; and our possible
inability to achieve the intended objectives of the acquisition, including the inability to achieve anticipated business or financial
results, cost savings and synergies. Acquisitions may also have unanticipated tax, regulatory and accounting ramifications,
including recording goodwill and nonamortizable intangible assets that are subject to impairment testing on a regular basis and
potential periodic impairment charges and incurring amortization expenses related to certain intangible assets. To consummate
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any of these acquisitions, we may need to raise external funds through the sale of equity or the issuance of debt in the capital
markets or through private placements, which may affect our liquidity and may dilute the value of our common stock. See “—We
have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business
and to fulfill our obligations under our indebtedness.”
We have also divested, and may in the future divest, businesses or business operations, including the sale of our
AirCentre portfolio on February 28, 2022. Any divestitures may involve a number of
including the diversion of
management’s attention, significant costs and expenses, failure to obtain necessary regulatory approvals, implementation of
transition services related to such divestitures, the loss of customer relationships and cash flow, and the disruption of the
affected business or business operations. Failure to timely complete or to consummate a divestiture may negatively affect the
valuation of the affected business or business operations or result in restructuring charges.
risks,
We rely on the value of our brands, which may be damaged by a number of factors, some of which are out of our
control.
We believe that maintaining and expanding our portfolio of product and service brands are important aspects of our efforts
to attract and expand our customer base. Our brands may be negatively impacted by, among other things, unreliable service
inability to properly interface their applications with our technology, the loss or
levels from third-party providers, customers’
unauthorized disclosure of personal data, including PCI or personally identifiable information (“PII”), or other bad publicity due to
litigation, regulatory concerns or otherwise relating to our business. See “—Security incidents expose us to liability and could
damage our reputation and our business.” Any inability to maintain or enhance awareness of our brands among our existing and
target customers could negatively affect our current and future business prospects.
We rely on third-party distributor partners and equity method investments to extend our GDS services to certain
regions, which exposes us to risks associated with lack of direct management control and potential conflicts of
interest.
Our Travel Solutions business utilizes third-party distributor partners and equity method investments to extend our GDS
services in EMEA and APAC. We work with these partners to establish and maintain commercial and customer service
relationships with both travel suppliers and travel buyers. Since, in many cases, we do not exercise full management control over
their day-to-day operations, the success of their marketing efforts and the quality of the services they provide are beyond our
control. If these partners do not meet our standards for distribution, our reputation may suffer materially, and sales in those
regions could decline significantly. Any interruption in these third-party services, deterioration in their performance or termination
of our contractual arrangements with them could negatively impact our ability to extend our GDS services in the relevant
markets. In addition, our business may be harmed due to potential conflicts of interest with our equity method investments.
Risks Related to Technology and Intellectual Property
We rely on the availability and performance of information technology services provided by third parties,
including network, cloud, mainframe and SaaS providers.
Our businesses are dependent on IT infrastructure and applications operated for us by network, cloud, mainframe and
SaaS providers. The commercial services we offer to our customers generally run on infrastructure provided by third parties such
as DXC Technology ("DXC") and cloud providers. DXC provides significant operational support for our mainframe platforms in
addition to basic hosting services. We also use multiple third-party SaaS platforms to operate our services, run our business, and
support our customers, including IT service management, program and project management, enterprise resource planning,
customer relationship management and human resource management systems.
Our success is dependent on our ability to maintain effective relationships with these third-party technology and service
providers. Some of our agreements with third-party technology and service providers are terminable for cause on short notice
and often provide limited recourse for service interruptions. For example, our agreement with DXC provides us with limited
indemnification rights. We could face significant additional cost or business disruption if: (1) Any of these providers fail to enable
us to provide our customers and suppliers with reliable, real-time access to our systems. For example, we have previously
experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers, and such
outages may occur in the future. This outage, which affected our Travel Solutions business, lasted several hours and caused
significant problems for our customers. Any such future outages could cause damage to our reputation, customer loss and
require us to pay compensation to affected customers for which we may not be indemnified or compensated. (2) Our
arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems
support on commercially reasonable terms or on a timely basis. For example, our substantial dependence on DXC for our
mainframe platforms makes it difficult for us to switch vendors and makes us more sensitive to changes in DXC's pricing for its
services.
Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from
failures, capacity constraints, business interruptions and forces outside of our control.
We may be unable to maintain and improve the efficiency, reliability and integrity of our systems. Unexpected increases in
the volume of our business could exceed currently allocated system capacity, resulting in service interruptions, outages and
delays. These constraints could also lead to the deterioration of our services or impair our ability to process transactions. We
occasionally experience system interruptions that make certain of our systems unavailable including, but not limited to, our GDS
and the services that our Travel Solutions and Hospitality Solutions businesses provide to airlines and hotels. In addition, we
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have experienced in the past and may in the future occasionally experience system interruptions as we execute changes for the
purpose of enhancing our products or achieving other technological objectives. System interruptions prevent us from efficiently
providing services to customers or other third parties, and could cause damage to our reputation and result in the loss of
customers and revenues or cause us to incur litigation and liabilities. Although we have contractually limited our liability for
damages caused by outages of our GDS (other than damages caused by our gross negligence or willful misconduct), we cannot
guarantee that we will not be subject to lawsuits or other claims for compensation from our customers in connection with such
outages for which we may not be indemnified or compensated.
Our systems are also susceptible to external damage or disruption. Our systems have in the past been, and at any time,
including in the future could be, damaged or disrupted by events such as power, hardware, software or telecommunication
failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism,
break-ins, hostilities, war or similar events. Computer viruses, malware, denial of service attacks, ransomware attacks, attacks
on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity
incidents or other security incidents, and similar disruptions affecting the Internet, telecommunication services, our systems, or
our customers' systems have caused in the past and could at any time, including in the future, cause service interruptions or the
loss of critical data, preventing us from providing timely services. For example, in April 2021 our subsidiary Radixx announced an
event impacting its Radixx reservation system. See “—Security incidents expose us to liability and could damage our reputation
and our business.” Failure to efficiently provide services to customers or other third parties could cause damage to our reputation
and result in the loss of customers and revenues, asset impairments, significant recovery costs or litigation and liabilities.
Moreover, such risks are likely to increase as we expand our business and as the tools and techniques involved become more
sophisticated.
Although we have implemented measures intended to protect our critical systems and data and provide comprehensive
disaster recovery and contingency plans for certain customers that purchase this additional protection, these protections and
plans are not in place for all systems. Disasters affecting our facilities, systems or personnel might be expensive to remedy and
could significantly diminish our reputation and our brands, and we may not have adequate insurance to cover such costs.
Customers and other end-users who rely on our software products and services, including our SaaS and hosted offerings,
for applications that are integral to their businesses may have a greater sensitivity to product errors and security vulnerabilities
than customers for software products generally. We utilize various generative artificial intelligence (AI) solutions from our third-
party providers as part of some of our software products. There are risks associated with the use of emerging technologies such
as generative AI, including risks related to testing and validating the security and privacy mechanisms of the third-party
providers, as well as risks related to implementing technical security controls to govern and mange this technology in a secure
manner. If we were to experience a cybersecurity incident related to the integration of AI capabilities into our software product
offerings, or if there are deficiencies or other failures of such AI solutions from our third-party providers, our business and results
of operations could be adversely affected. AI also presents various emerging legal, regulatory and ethical
issues, and the
incorporation of AI into our software products could require us to expend significant resources in developing, testing and
maintaining our product offerings and may cause us to experience brand, reputational, or competitive harm, or incur legal liability.
Additionally, security incidents that affect third parties upon which we rely, such as travel suppliers, may further expose us to
negative publicity, possible liability or regulatory penalties. Events outside our control have caused in the past and could in the
future cause interruptions in our IT systems, which could have a material adverse effect on our business operations and harm
our reputation.
Security incidents expose us to liability and could damage our reputation and our business.
We process, store, and transmit large amounts of data, such as PII of our customers and employees and PCI of our
customers, and it is critical to our business strategy that our facilities and infrastructure, including those provided by DXC, cloud
providers or other vendors, remain secure and are perceived by the marketplace to be secure. Our infrastructure may be
vulnerable to physical or electronic break-ins, computer viruses, ransomware attacks, or similar disruptive problems.
In addition, we, like most technology companies, are the target of cybercriminals who attempt to compromise our systems.
We are subject to and experience threats and intrusions that have to be identified and remediated to protect sensitive information
along with our intellectual property and our overall business. To address these threats and intrusions, we have a team of
experienced security experts and support from firms that specialize in data security and cybersecurity. We are periodically
subject to these threats and intrusions, and sensitive information has in the past been, and could at any time, including in the
future, be compromised as a result. In addition, the techniques employed in connection with these threats and intrusions are
changing, developing and evolving rapidly, including from emerging technologies such as advanced forms of AI. The costs and
impacts related to these incidents, including the costs of investigation and remediation, any associated penalties assessed by
any governmental authority or payment card brand, and any indemnification or other contractual obligations to our customers,
may be material and could damage our reputation.
For example, we previously became aware of an incident
information
contained in a subset of hotel reservations processed through the Sabre Hospitality Solutions SynXis Central Reservation
System (the “HS Central Reservation System”). In December 2020, we entered into settlement agreements with certain state
Attorneys General to resolve their investigation into this incident. As part of these agreements, we paid $2 million to the states
represented by the Attorneys General
in the first quarter of 2021 and agreed to implement certain security controls and
processes. In addition, in April 2021, our subsidiary, Radixx, announced that it had experienced an event that impacted its
Radixx Res™ reservation system. An investigation indicated that malware on the Radixx Res™ reservation system caused the
involving unauthorized access to payment
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activity. Based on the investigation, Sabre’s systems, including GDS, Airline IT, SabreSonic passenger service system and
Hospitality Solutions systems, were not impacted, and the investigation indicated that the Radixx database containing customer
information was not compromised in this event.
In addition, in the third quarter of 2023, we became aware that an unauthorized actor had illegally extracted certain
company data and posted it to the dark web. Immediately upon becoming aware of this extraction, we initiated an investigation,
with the assistance of cybersecurity and forensics professionals. We have also notified federal
law enforcement and have
provided, and will continue to provide, other required notifications. To date this cybersecurity incident has not had a material
impact on our financial condition, results of operations or liquidity. However, there is no assurance that it will not result in
significant costs to us, reputational harm, expenditure of additional resources, lawsuits, or regulatory inquiries in the future that
could result in a material adverse effect.
Any computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware
or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents such as the items described
above, or other security incident or compromise of the information handled by us or our service providers may jeopardize the
security or integrity of information in our computer systems and networks or those of our customers and cause significant
interruptions in our and our customers’ operations.
Any systems and processes that we have developed or utilize that are designed to protect customer information and
prevent data loss and other security incidents cannot provide absolute security. In addition, we may not successfully implement
remediation plans to address all potential exposures. It is possible that we may have to expend additional financial and other
resources to address these problems. Failure to prevent or mitigate data loss or other security incidents could expose us or our
customers to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures,
damage our reputation, adversely affect our operating results or result in litigation or potential liability for us. For example, our
agreements with customers may require that we indemnify the customer for liability arising from data incidents under the terms of
our agreements with these customers. These indemnification obligations could be significant and may exceed the limits of any
applicable insurance policy we maintain. While we maintain insurance coverage that may, subject to policy terms and conditions,
cover certain aspects of cyber risks, this insurance coverage is subject to a retention amount and may not be applicable to a
particular incident or otherwise may be insufficient to cover all our losses beyond any retention. Similarly, we expect to continue
to make significant investments in our information technology infrastructure. The implementation of these investments may be
more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could
negatively impact our financial position, results of operations or cash flows.
Intellectual property infringement actions against us could be costly and time consuming to defend and may
result in business harm if we are unsuccessful in our defense.
Third parties may assert, including by means of counterclaims against us as a result of the assertion of our intellectual
property rights, that our products, services or technology, or the operation of our business, violate their intellectual property
rights. We are currently subject to such assertions, including patent infringement claims, and may be subject to such assertions
in the future. These assertions may also be made against our customers who may seek indemnification from us. In the ordinary
course of business, we enter into agreements that contain indemnity obligations whereby we are required to indemnify our
these assertions arising from our customers’ usage of our products, services or technology. As the
customers against
these claims and
industry increases and the functionality of
competition in our
counterclaims could become more common. We cannot be certain that we do not or will not infringe third parties’ intellectual
property rights.
technology offerings further overlaps,
Legal proceedings involving intellectual property rights are highly uncertain and can involve complex legal and scientific
questions. Any intellectual property claim against us, regardless of its merit, could result in significant liabilities to our business,
and can be expensive and time consuming to defend. Depending on the nature of such claims, our businesses may be
disrupted, our management’s attention and other company resources may be diverted and we may be required to redesign,
reengineer or rebrand our products and services, if feasible, to stop offering certain products and services or to enter into royalty
or licensing agreements in order to obtain the rights to use necessary technologies, which may not be available on terms
acceptable to us, if at all, and may result in a decrease of our capabilities. Our failure to prevail in such matters could result in
loss of intellectual property rights, judgments awarding substantial damages, including possible treble damages and attorneys’
fees, and injunctive or other equitable relief against us. If we are held liable, we may be unable to use some or all of our
intellectual property rights or technology. Even if we are not held liable, we may choose to settle claims by making a monetary
payment or by granting a license to intellectual property rights that we otherwise would not license. Further, judgments may
result in loss of reputation, may force us to take costly remediation actions, delay selling our products and offering our services,
reduce features or functionality in our services or products, or cease such activities altogether. Insurance may not cover or be
insufficient for any such claim.
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We may not be able to protect our intellectual property effectively, which may allow competitors to duplicate our
products and services.
Our success and competitiveness depend, in part, upon our technologies and other intellectual property, including our
brands. Among our significant assets are our proprietary and licensed software and other proprietary information and intellectual
property rights. We rely on a combination of copyright, trademark and patent laws, laws protecting trade secrets, confidentiality
procedures and contractual provisions to protect these assets both in the United States and in foreign countries. The laws of
some jurisdictions may provide less protection for our technologies and other intellectual property assets than the laws of the
United States.
There is no certainty that our intellectual property rights will provide us with substantial protection or commercial benefit.
Despite our efforts to protect our intellectual property, some of our innovations may not be protectable, and our intellectual
property rights may offer insufficient protection from competition or unauthorized use, lapse or expire, be challenged, narrowed,
invalidated, or misappropriated by third parties, or be deemed unenforceable or abandoned, which could have a material
adverse effect on our business, financial condition and results of operations and the legal remedies available to us may not
adequately compensate us. We cannot be certain that others will not independently develop, design around, or otherwise
acquire equivalent or superior technology or intellectual property rights.
While we take reasonable steps to protect our brands and trademarks, we may not be successful
in maintaining or
defending our brands or preventing third parties from adopting similar brands.
If our competitors infringe our principal
trademarks, our brands may become diluted or if our competitors introduce brands or products that cause confusion with our
brands or products in the marketplace, the value that our consumers associate with our brands may become diminished, which
could negatively impact revenue. Our patent applications may not be granted, and the patents we own could be challenged,
invalidated, narrowed or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful
protection or commercial advantage. Once our patents expire, or if
they are invalidated, narrowed or circumvented, our
competitors may be able to utilize the technology protected by our patents which may adversely affect our business. Although we
rely on copyright laws to protect the works of authorship created by us, we do not generally register the copyrights in our
copyrightable works where such registration is permitted. Copyrights of U.S. origin must be registered before the copyright owner
may bring an infringement suit in the United States. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed
by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our
remedies in any such infringement suit may be limited. We use reasonable efforts to protect our trade secrets. However,
protecting trade secrets can be difficult and our efforts may provide inadequate protection to prevent unauthorized use,
misappropriation, or disclosure of our trade secrets, know how, or other proprietary information. We also rely on our domain
names to conduct our online businesses. While we use reasonable efforts to protect and maintain our domain names, if we fail to
do so the domain names may become available to others. Further, the regulatory bodies that oversee domain name registration
may change their regulations in a way that adversely affects our ability to register and use certain domain names.
We license software and other intellectual property from third parties. These licensors may breach or otherwise fail to
perform their obligations or claim that we have breached or otherwise attempt to terminate their license agreements with us. We
also rely on license agreements to allow third parties to use our intellectual property rights, including our software, but there is no
guarantee that our licensees will abide by the terms of our license agreements or that the terms of our agreements will always be
enforceable. In addition, policing unauthorized use of and enforcing intellectual property can be difficult and expensive. The fact
that we have intellectual property rights, including registered intellectual property rights, may not guarantee success in our
attempts to enforce these rights against third parties. Besides general litigation risks, changes in, or interpretations of, intellectual
property laws may compromise our ability to enforce our rights. We may not be aware of infringement or misappropriation or
elect not to seek to prevent it. Our decisions may be based on a variety of factors, such as costs and benefits of taking action,
and contextual business, legal, and other issues. Any inability to adequately protect our intellectual property on a cost-effective
basis could harm our business.
We use open source software in our solutions that may subject our software solutions to general release or
require us to re-engineer our solutions.
We use open source software in our solutions and may use more open source software in the future. From time to time,
there have been claims by companies claiming ownership of software that was previously thought to be open source and that
was incorporated by other companies into their products. As a result, we could be subject to suits by parties claiming ownership
of what we believe to be open source software. Some open source licenses contain requirements that we make available source
code for modifications or derivative works we create based upon the open source software and that we license these
modifications or derivative works under the terms of a particular open source license or other license granting third parties
certain rights of further use. If we combine or, in some cases, link our proprietary software solutions with or to open source
software in a certain manner, we could, under certain of the open source licenses, be required to release the source code of our
proprietary software solutions or license such proprietary solutions under the terms of a particular open source license or other
license granting third parties certain rights of further use. In addition to risks related to license requirements, usage of open
source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not
provide warranties or controls on origin of the software. In addition, open source license terms may be ambiguous and many of
the risks associated with usage of open source cannot be eliminated, and could, if not properly addressed, negatively affect our
business. If we were found to have inappropriately used open source software, we may be required to seek licenses from third
parties in order to continue offering our software, to re-engineer our solutions, to discontinue the sale of our solutions in the event
14
re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our
development efforts, any of which could adversely affect our business, operating results and financial condition.
Risks Related to Economic, Political and Global Conditions
Our business could be harmed by adverse global and regional economic and political conditions.
Travel expenditures are sensitive to personal and business discretionary spending levels and grow more slowly or decline
during economic downturns. Our global presence makes our business potentially vulnerable to economic and political conditions
that adversely affect business and leisure travel originating in or traveling to a particular region.
The global economy continues to face significant uncertainty, including increased inflation and interest rates, reduced
financial capacity of both business and leisure travelers, diminished liquidity and credit availability, declines in consumer
confidence and discretionary income and general uncertainty about economic stability. Furthermore, changes in the regulatory,
tax and economic environment in the United States could adversely impact travel demand, our business operations or our
financial results. We cannot predict the magnitude, length or recurrence of these impacts to the global economy, which have
impacted, and may continue to impact, demand for travel and lead to reduced spending on the services we provide.
Any unfavorable economic, political or regulatory developments in a particular region could negatively affect our business,
such as delays in payment or non-payment of contracts, delays in contract implementation or signing, carrier control issues and
increased costs from regulatory changes particularly as parts of our growth strategy involve expanding our presence in that
region. For example, some regions have experienced or are expected to experience inflationary and/or slowing economic
conditions. These adverse economic conditions may negatively impact our business results in those regions.
In addition, the current military conflict in Ukraine and the related imposition of sanctions and export controls on Russia
and Belarus, as well as conflict in the Middle East, have created global economic uncertainty and contributed to inflationary
pressures. A significant escalation or expansion of economic disruption, the conflicts' current scope or additional sanctions and
export controls and actions taken in response to these sanctions and export controls could disrupt our business further, broaden
inflationary costs, and have a material adverse effect on our results of operations. See “—Our revenue is highly dependent on
transaction volumes in the global travel industry, particularly air travel transaction volumes.”
We operate a global business that exposes us to risks associated with international activities.
Our international operations involve risks that are not generally encountered when doing business in the United States.
These risks include, but are not limited to: (1) business, political and economic instability in foreign locations, including actual or
threatened terrorist activities, and military action, as well as the effects of the current military conflict in Ukraine and in the Middle
East; (2) adverse laws and regulatory requirements, including more comprehensive regulation in the E.U., the continued effects
of the U.K.'s exit from the E.U. ("Brexit") and legislation and related regulations in Russia (see “—Any failure to comply with
regulations or any changes in such regulations governing our businesses could adversely affect us.”); (3) changes in foreign
currency exchange rates and financial risk arising from transactions in multiple currencies; (4) difficulty in developing, managing
and staffing international operations because of distance, language and cultural differences; (5) disruptions to or delays in the
development of communication and transportation services and infrastructure; (6) more restrictive data privacy requirements,
including the GDPR; (7) consumer attitudes, including the preference of customers for local providers, as well as attitudes of
other stakeholders stemming from our actions or inactions arising from or relating to the current military conflict in Ukraine; (8)
increasing labor costs due to high wage inflation in foreign locations, differences in general employment conditions and
regulations, and the degree of employee unionization and activism; (9) export or trade restrictions or currency controls; (10)
governmental policies or actions, such as consumer, labor and trade protection measures and, travel restrictions, sanctions and
export controls,
in Ukraine; (11) taxes,
restrictions on foreign investment and limits on the repatriation of funds; (12) diminished ability to legally enforce our contractual
rights; and (13) decreased protection for intellectual property. Any of the foregoing risks may adversely affect our ability to
conduct and grow our business internationally.
including restrictions implemented in connection with the current military conflict
Risks Related to Our Indebtedness, Financial Condition and Common Stock
We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to
operate our business and to fulfill our obligations under our indebtedness.
We have a significant amount of indebtedness. As of December 31, 2023, we had $4.8 billion of indebtedness outstanding
which is net of debt issuance costs and unamortized discounts. Our substantial level of indebtedness increases the possibility
that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due
in respect of, these obligations. Other risks relating to our long-term indebtedness include: (1) increased vulnerability to general
adverse economic and industry conditions; (2) higher interest expense if interest rates increase on our floating rate borrowings
and our hedging strategies do not effectively mitigate the effects of these increases or if we have to incur additional indebtedness
in a higher interest rate environment; (3) need to divert a significant portion of our cash flow from operations to payments on our
indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments
and other general corporate purposes; (4) limited ability to refinance our existing indebtedness or to obtain additional financing
on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which
may adversely affect our ability to implement our business strategy; (5) limited flexibility in planning for, or reacting to, changes in
our businesses and the markets in which we operate or to take advantage of market opportunities; and (6) a competitive
15
disadvantage compared to our competitors that have less debt. Subject to market conditions, we may opportunistically refinance
portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest
expense or result in higher stock dilution.
In addition, it is possible that we may need to incur additional
indebtedness in the future in the ordinary course of
business. While the terms of our outstanding indebtedness allow us to incur additional debt, subject to limitations, our ability to
incur additional secured indebtedness is significantly limited. As a result, we expect that any material
increases in total
indebtedness, if available and to the extent issued in the future, may be unsecured. The terms of our Amended and Restated
Credit Agreement allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the
risks described above could intensify. In addition, our inability to maintain certain covenants could result in acceleration of a
portion of our debt obligations and could cause us to be in default if we are unable to repay the accelerated obligations.
The terms of our debt covenants could limit our discretion in operating our business and any failure to comply
with such covenants could result in the default of all of our debt.
The agreements governing our indebtedness contain and the agreements governing our future indebtedness will likely
contain various covenants, including those that restrict our or our subsidiaries’ ability to, among other things: (1) incur liens on
our property, assets and revenue; (2) borrow money, and guarantee or provide other support for the indebtedness of third
parties; (3) pay dividends or make other distributions on, redeem or repurchase our capital stock; (4) prepay, redeem or
repurchase certain of our indebtedness; (5) enter into certain change of control transactions; (6) make investments in entities
that we do not control, including equity method investments and joint ventures; (7) enter into certain asset sale transactions,
including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries; (8) enter into certain
transactions with affiliates; (9) enter into secured financing arrangements; (10) enter into sale and leaseback transactions; (11)
change our fiscal year; and (12) enter into substantially different lines of business. These covenants may limit our ability to
effectively operate our businesses or maximize stockholder value. Any failure to comply with the restrictions of our Amended and
Restated Credit Agreement or any agreement governing our other indebtedness may result in an event of default under those
agreements. Such default may allow the creditors to accelerate the related debt, which may trigger cross-acceleration or cross-
default provisions in other debt. In addition, lenders may be able to terminate any commitments they had made to supply us with
further funds.
We may require more cash than we generate in our operating activities, and additional funding on reasonable
terms or at all may not be available.
We cannot guarantee that our business will generate sufficient cash flow from operations to fund our capital investment
requirements or other liquidity needs, including in light of the uncertainty related to volume trends. Moreover, because we are a
holding company with no material direct operations, we depend on loans, dividends and other payments from our subsidiaries to
generate the funds necessary to meet our financial obligations. Our subsidiaries are legally distinct from us and may be
prohibited or restricted from paying dividends or otherwise making funds available to us under certain conditions. As a result, we
may be required to finance our cash needs through bank loans, additional debt financing, sales of equity-linked securities, public
or private equity offerings or otherwise. Our ability to arrange financing or refinancing and the cost of such financing or
refinancing are dependent on numerous factors, including but not limited to general economic and capital market conditions, the
availability of credit from banks or other lenders, investor confidence in us, and our results of operations.
There can be no assurance that financing or refinancing will be available on terms favorable to us or at all, which could
force us to delay, reduce or abandon our growth strategy, increase our financing costs, or adversely affect our ability to operate
our business. Additional funding from debt financings may make it more difficult for us to operate our business because a portion
of our cash generated from internal operations would be used to make principal and interest payments on the indebtedness and
we may be obligated to abide by restrictive covenants contained in the debt financing agreements, which may, among other
things, limit our ability to make business decisions and further limit our ability to pay dividends. Recent increases in interest rates
have significantly increased our interest expense, and further increases in interest rates would result in additional
interest
expense, which would adversely impact our financial performance. In addition, any downgrade of our debt ratings by Standard &
Poor’s, Moody’s Investor Service or similar ratings agencies, increases in general
interest rate levels and credit spreads or
overall weakening in the credit markets could increase our cost of capital. Furthermore, raising capital through public or private
sales of equity, or sales of equity-linked securities, could cause earnings or ownership dilution to your shareholding interests in
our company.
We are exposed to interest rate fluctuations.
Our floating rate indebtedness and the potential refinancing of fixed rate indebtedness exposes us to fluctuations in
prevailing interest rates. To reduce the impact of large fluctuations in interest rates, we typically hedge a portion of our interest
rate risk by entering into derivative agreements with financial institutions. Our exposure to floating interest rates relates primarily
to our borrowings under the Amended and Restated Credit Agreement.
The derivative agreements that we use to manage the risk associated with fluctuations in interest rates may not be able to
eliminate the exposure to these changes. Additionally, recent interest rate increases have generally increased the cost of debt
and we have been, and may in the future be, required to pay higher interest rates on new fixed rate indebtedness we have
incurred and may incur in the future in comparison to the interest rates payable on our prior and currently outstanding fixed rate
indebtedness, including in connection with the refinancing of such indebtedness. Interest rates are sensitive to numerous factors
outside of our control, such as government and central bank monetary policy in the jurisdictions in which we operate. Depending
16
on the size of the exposures and the relative movements of interest rates, if we choose not to hedge or fail to effectively hedge
our exposure, we could experience a material adverse effect on our results of operations and financial condition.
The market price of our common stock could decline due to the large number of outstanding shares of our
common stock eligible for future sale.
Sales of substantial amounts of our common stock or convertible instruments in the public market in future offerings, or
the perception that these sales could occur, could cause the market price of our common stock to decline. These sales could
also make it more difficult for us to sell equity or equity-linked securities in the future, at a time and price that we deem
appropriate. In addition, the additional sale of our common stock by our officers or directors in the public market, or the
perception that these sales may occur, could cause the market price of our common stock to decline. We may issue shares of
our common stock or other securities from time to time as consideration for, or to finance, future acquisitions and investments or
for other capital needs. We cannot predict the size of future issuances of our shares or the effect, if any, that future sales and
issuances of shares would have on the market price of our common stock. If any such acquisition or investment is significant, the
number of shares of common stock or the number or aggregate principal amount, as the case may be, of other securities that we
may issue may in turn be substantial and may result in additional dilution to our stockholders. We may also grant registration
rights covering shares of our common stock or other securities that we may issue in connection with any such acquisitions and
investments. To the extent that any of us, our executive officers or directors sell, or indicate an intent to sell, substantial amounts
of our common stock in the public market, the trading price of our common stock could decline significantly.
We may recognize impairments on long-lived assets, including goodwill and other intangible assets, or recognize
impairments on our equity method investments.
totaling
Our consolidated balance sheets as of December 31, 2023 contained goodwill and intangible assets, net
$2.9 billion. Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase
in these types of assets. We do not amortize goodwill and intangible assets that are determined to have indefinite useful lives,
but we amortize definite-lived intangible assets on a straight-line basis over their useful economic lives, which range from four to
thirty years, depending on classification. We evaluate goodwill for impairment on an annual basis or earlier if impairment
indicators exist and we evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances
indicate that
the carrying amount of definite-lived intangible assets used in combination to generate cash flows largely
independent of other assets may not be recoverable. We record an impairment charge whenever the estimated fair value of our
reporting units or of such intangible assets is less than its carrying value. The fair values used in our impairment evaluation are
estimated using a combined approach based upon discounted future cash flow projections and observed market multiples for
comparable businesses. Changes in estimates based on changes in risk-adjusted discount rates, future booking and transaction
volume levels, travel supplier capacity and load factors, future price levels, rates of growth including long-term growth rates,
rates of increase in operating expenses, cost of revenue and taxes, and changes in realization of estimated cost-saving
initiatives could result in material impairment charges.
Maintaining and improving our financial controls and the requirements of being a public company may strain our
resources, divert management’s attention and affect our ability to attract and retain qualified board members.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002
(the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”)
and The NASDAQ Stock Market (“NASDAQ”) rules. The requirements of these rules and regulations have increased and will
continue to significantly increase our legal and financial compliance costs, including costs associated with the hiring of additional
personnel, making some activities more difficult, time-consuming or costly, and may also place undue strain on our personnel,
systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with
respect to our business and financial condition. The Sarbanes-Oxley Act requires, among other things, that we maintain
disclosure controls and procedures and internal control over financial reporting. Ensuring that we have adequate internal
financial and accounting controls and procedures in place, as well as maintaining these controls and procedures, is a costly and
time-consuming effort that needs to be re-evaluated frequently. Section 404 of the Sarbanes-Oxley Act (“Section 404”) requires
that we annually evaluate our internal control over financial reporting to enable management to report on, and our independent
auditors to audit as of the end of each fiscal year the effectiveness of those controls. In connection with the Section 404
requirements, both we and our independent registered public accounting firm test our internal controls and could, as part of that
documentation and testing,
identify material weaknesses, significant deficiencies or other areas for further attention or
improvement.
Implementing any appropriate changes to our internal controls may require specific compliance training for our directors,
officers and employees, require the hiring of additional finance, accounting and other personnel, entail substantial costs to
modify our existing accounting systems, or any manual systems or processes, and take a significant period of time to complete.
These changes may not, however, be effective in maintaining the adequacy of our internal controls, and any failure to maintain
that adequacy, or consequent inability to produce accurate financial statements on a timely basis, could increase our operating
costs and could materially impair our ability to operate our business. Moreover, adequate internal controls are necessary for us
to produce reliable financial reports and are important to help prevent fraud. As a result, our failure to satisfy the requirements of
Section 404 on a timely basis could result in the loss of investor confidence in the reliability of our financial statements, which in
turn could cause the market value of our common stock to decline. Various rules and regulations applicable to public companies
make it more difficult and more expensive for us to maintain directors’ and officers’ liability insurance, and we may be required to
accept reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to maintain adequate
17
directors’ and officers’ liability insurance, our ability to recruit and retain qualified officers and directors, especially those directors
who may be deemed independent for purposes of the NASDAQ rules, will be significantly curtailed.
We may have higher than anticipated tax liabilities.
We are subject to a variety of taxes in many jurisdictions globally, including income taxes in the United States at the
federal, state, and local
levels, and in many other countries. Significant judgment is required in determining our worldwide
provision for income taxes. In the ordinary course of our business, there are many transactions and calculations where the
ultimate tax determination is uncertain. We operate in numerous countries where our income tax returns are subject to audit and
adjustment by local tax authorities. Because we operate globally, the nature of the uncertain tax positions is often very complex
and subject to change, and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such
amounts, as we must determine the probability of various possible outcomes. We re-evaluate uncertain tax positions on a
quarterly basis. This evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in
tax law, effectively settled issues under audit and new audit activity. Although we believe our tax estimates are reasonable, the
final determination of tax audits could be materially different from our historical income tax provisions and accruals. Our effective
tax rate may change from year to year based on changes in the mix or magnitude of activities and income allocated or earned
among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those
tax treaties, and the estimated values of deferred tax assets and liabilities, including the estimation of valuation allowances. Such
changes could result in an increase or decrease in the effective tax rate applicable to all or a portion of our income or losses
which would impact our profitability. We consider the undistributed capital
investments in our foreign subsidiaries to be
indefinitely reinvested as of December 31, 2023, and, accordingly, have not provided deferred taxes on any outside basis
differences for most subsidiaries.
We establish reserves for our potential liability for U.S. and non-U.S. taxes, including sales, occupancy and Value Added
Taxes (“VAT”), consistent with applicable accounting principles and considering all current facts and circumstances. We also
establish reserves when required relating to the collection of refunds related to value-added taxes, which are subject to audit and
collection risks in various countries. Historically our right to recover certain value-added tax receivables associated with our
European businesses has been questioned by tax authorities. These reserves represent our best estimate of our contingent
liability for taxes. The interpretation of tax laws and the determination of any potential liability under those laws are complex, and
the amount of our liability may exceed our established reserves.
New tax laws, statutes, rules, regulations or ordinances could be enacted at any time and existing tax laws, statutes,
rules, regulations and ordinances could be interpreted, changed, modified or applied adversely to us. These events could require
us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fees, penalties or interest for
past amounts deemed to be due. New, changed, modified or newly interpreted or applied laws could also increase our
compliance, operating and other costs, as well as the costs of our products and services. On August 16, 2022, the U.S.
government enacted the Inflation Reduction Act of 2022, which includes a minimum tax equal to 15% of the adjusted financial
statement income of certain corporations as well as a 1% excise tax on share buybacks, effective for tax years beginning in
2023. When effective, it is possible that the minimum tax could result in an additional tax liability over the regular federal
corporate tax liability in a given year based on differences between book and taxable income (including as a result of temporary
differences). We do not expect the Inflation Reduction Act of 2022 to have a significant impact on the Company's tax rate and
financial results in the near future. We will continue to evaluate its impact as further information becomes available. In addition,
the Organisation for Economic Co-operation and Development (OECD) has released Model Rules for a global minimum tax rate
of 15% that would apply to multinational entities. Over 140 countries have agreed to enact legislation to implement these rules,
with several already enacting domestic laws to do so.
In some countries where we operate the new rules will begin to apply in
the year 2024 with more expected in the year 2025. We are closely monitoring developments and evaluating the impacts these
new rules will have on our tax rate. Additionally, several countries, primarily in Europe, and the European Commission have
proposed or adopted taxes on revenue earned by multinational corporations in certain “digital economy” sectors from activities
linked to the user-based activity of their residents. These proposals have generally been labeled as “digital services taxes”
(“DST”). We continue to evaluate the potential effects that the DST may have on our operations, cash flows and results of
operations. The future impact of the DST, including on our global operations, is uncertain, and our business and financial
condition could be adversely affected.
Our pension plan obligations are currently unfunded, and we may have to make significant cash contributions to
our plans, which could reduce the cash available for our business.
Our pension plans in the aggregate are estimated to be unfunded by $73 million as of December 31, 2023. With
approximately 3,600 participants in our pension plans, we incur substantial costs relating to pension benefits, which can vary
substantially as a result of changes in healthcare laws and costs, volatility in investment returns on pension plan assets and
changes in discount rates used to calculate related liabilities. Our estimates of liabilities and expenses for pension benefits
require the use of assumptions, including assumptions relating to the rate used to discount the future estimated liability, the rate
of return on plan assets, inflation and several assumptions relating to the employee workforce (medical costs, retirement age and
mortality). Actual results may differ, which may have a material adverse effect on our business, prospects, financial condition or
results of operations. Future volatility and disruption in the stock markets could cause a decline in the asset values of our
pension plans. In addition, a decrease in the discount rate used to determine minimum funding requirements could result in
increased future contributions. If either occurs, or to avoid certain funding-based benefit restrictions, we may need to make
additional pension contributions above what is currently estimated or provide security to the plan, which could reduce the cash
available for our businesses.
18
We may not have sufficient insurance to cover our liability in pending litigation claims and future claims either
due to coverage limits or as a result of insurance carriers seeking to deny coverage of such claims, which in either
case could expose us to significant liabilities.
We maintain third-party insurance coverage against various liability risks, including securities, stockholders, derivative,
ERISA, and product liability claims, as well as other claims that form the basis of litigation matters pending against us. We
believe these insurance programs are an effective way to protect our assets against liability risks. However, the potential
liabilities associated with litigation matters pending against us, or that could arise in the future, could exceed the coverage
provided by such programs. In addition, our insurance carriers have in the past sought or may in the future seek to rescind or
deny coverage with respect to pending claims or lawsuits, completed investigations or pending or future investigations and other
legal actions against us. If we do not have sufficient coverage under our policies, or if the insurance companies are successful in
rescinding or denying coverage, we may be required to make material payments in connection with third-party claims.
Defects in our products may subject us to significant warranty liabilities or product liability claims and we may
have insufficient product liability insurance to pay material uninsured claims.
Our business exposes us to the risk of product liability claims that are inherent in software development. We may
inadvertently create defective software or supply our customers with defective software or software components that we acquire
from third parties, which could result in personal injury, property damage or other liabilities, and may result in warranty or product
liability claims brought against us, our travel supplier customers or third parties. Under our customer agreements, we generally
must indemnify our customers for liability arising from intellectual property infringement claims with respect to our software.
These indemnifications could be significant and we may not have adequate insurance coverage to protect us against all claims.
The combination of our insurance coverage, cash flows and reserves may not be adequate to satisfy product liabilities we may
incur in the future. Even meritless claims could subject us to adverse publicity, hinder us from securing insurance coverage in the
future, require us to incur significant legal
fees, decrease demand for any products that we successfully develop, divert
management’s attention, and force us to limit or forgo further development and commercialization of these products. The cost of
any product liability litigation or other proceedings, even if resolved in our favor, could be substantial.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C.
CYBERSECURITY
Cybersecurity Risk Management and Strategy
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats.
We maintain a dedicated cybersecurity risk management function, which is integrated as part of our overall enterprise risk
management program. Our key cybersecurity risks include, among others, operational risks; intellectual property theft; fraud;
extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; remote working
environments; and reputational risks. We have implemented several cybersecurity processes, technologies, and controls to aid
in our efforts to assess, identify, and manage these risks.
To identify and assess material risks from cybersecurity threats, members of our cybersecurity risk management function,
which is led by our Chief Information Security Officer ("CISO"), consider cybersecurity threats within the context of our business
environment. Cybersecurity risks are managed through technological, process, and administrative controls that are designed to
target the mitigation of risk to levels acceptable to the business. Risk assessment and management include processes for
managing third-party cybersecurity risk. These processes provide that third-party cybersecurity risk assessments are to be
performed prior to a vendor’s engagement, upon contract renewal, and as we may otherwise require. Our formal cybersecurity
policy program, which includes a collection of security policies and procedures, is in place to establish requirements, standards,
and security controls designed to protect Sabre's technology environment.
threats and vulnerabilities that may exist
We employ information technology and cybersecurity technologies that are designed to protect Sabre's technology
threats, respond to threats and help support operational resilience. These technologies facilitate the
environment, detect
identification of
in the Sabre technology environment. Protective measures are
employed to counter threats and mitigate risk, supporting operational resilience of our technology products. These tools include
cloud security posture management, workload protection, endpoint detection and response, network firewalls and intrusion
detection systems, identity and access management tools, data protection technologies and logging, monitoring, and alerting
tools. Accompanying these tools are various processes such as security education and awareness training, security maturity
assessments, vulnerability assessments, threat intelligence and hunting, penetration testing, and tabletop exercises to inform our
professionals’ risk identification and assessment. We practice data protection techniques and processes that are designed to
treat our customer data with care. We also utilize third-parties, consultants, and auditors to regularly assess our security
program. These assessments include periodic security maturity assessments in which third-parties assess security program
maturity against established standards and industry benchmarks. We also annually engage a Qualified Security Assessor to
conduct payment card industry certification on all applicable products and solutions.
Our cybersecurity incident response plan describes the activities we take to identify, detect, respond to and recover from
cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the
19
incident, as well as to provide appropriate reporting and escalation. The program includes appropriate activities to escalate
potentially material security incidents to our disclosure committee for review.
Based on the information we have as of the date of this Annual Report with respect to the periods beginning with those
covered by this Annual Report, we do not believe any risks from cybersecurity threats, including as a result of any previous
cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy,
results of operations, or financial condition. We, like most technology companies, are the target of cybercriminals who attempt to
compromise our systems. We describe risks relating to cybersecurity threats, including as a result of previous cybersecurity
incidents in “Item 1A. Risk Factors” in this Annual Report on Form 10-K, under the headings “Our success depends on
maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business
interruptions and forces outside our control.” and “Security incidents expose us to liability and could damage our reputation and
our business.”
Cybersecurity Governance
The Audit Committee of our Board of Directors has oversight authority to review our plans to mitigate cybersecurity risk. At
least quarterly, the Audit Committee receives an overview from management of our cybersecurity threat risk management and
strategy processes covering topics such as data security posture, results from third-party assessments, progress towards risk-
management-related goals, our incident response plan, and potentially material cybersecurity threat risks or incidents and
developments, as well as the steps management has taken to respond to these risks. In such sessions, the Audit Committee
generally receives materials including a cybersecurity risk profile scorecard and other materials indicating current and emerging
cybersecurity threat risks, and describing the company’s ability to mitigate those risks, and discusses such matters with our Chief
Information Officer, our CISO, and our Data Privacy Officer. Members of the Audit Committee are also encouraged to regularly
engage in ad hoc conversations with management on cybersecurity-related news events and discuss any updates to our
cybersecurity risk management and strategy programs. Cybersecurity risks are also considered during separate Audit
Committee, Technology Committee and Board of Directors meeting discussions of matters such as enterprise risk management,
the annual planning process, our technology transformation, corporate development activity, and other relevant matters.
We also maintain a Cybersecurity Governance Committee, led by our CISO and comprised of senior cross-functional
leaders including product, development, operational, and corporate business leaders. The committee oversees our cybersecurity
risk management and strategy processes, which are discussed above. Our CISO has over 25 years of prior work experience in
various roles involving managing cybersecurity risk, developing cybersecurity strategy, implementing effective information and
cybersecurity programs and leading information technology and cybersecurity teams. He graduated with a Bachelor of Science
and Master of Science Degree in Electrical Engineering as well as three additional master’s degrees, including a Master of
Business Administration, and he is a Certified Information Systems Security Professional (ISC2) as well as a Certified Chief
Information Security Officer (EC Council).
Members of management are informed about and monitor the prevention, mitigation, detection, and remediation of
cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy
processes described above, including the operation of our incident response plan. As discussed above, the Audit Committee has
oversight authority and receives reports regarding cybersecurity threat risks, as well as other cybersecurity related matters, on at
least a quarterly basis.
ITEM 2.
PROPERTIES
As a company with global operations, we operate in many countries with a variety of sales, administrative, product
development and customer service roles provided in these offices.
Americas: As of December 31, 2023, our corporate and business unit headquarters and domestic operations are located
in Southlake, Texas. There are five additional offices across North America and three offices across Latin America that serve in
various sales, administration, software development and customer service capacities for all our business segments. All of these
offices are leased.
EMEA: We maintain our regional headquarters for Europe, the Middle East, and Africa ("EMEA") in Richmond, United
Kingdom. There are 29 additional offices across EMEA that serve in various sales, administration, software development and
customer service capacities. All of these offices are leased.
APAC: We maintain our Asia-Pacific ("APAC") regional operations headquarters in Singapore. There are 20 additional
offices across APAC that serve in various sales, administration, software development and customer service capacities. All of the
offices are leased.
ITEM 3.
LEGAL PROCEEDINGS
The Company and its subsidiaries are from time to time engaged in routine legal proceedings incidental to our business.
For a description of our material legal proceedings, see Note 18. Commitments and Contingencies, to our consolidated financial
statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. While certain legal
proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims 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
20
circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss
contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of
each matter. The required 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. See “Risk Factors —"We are involved in
various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable
outcomes.”
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
21
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The names and ages of our executive officers as of February 15, 2024, together with certain biographical information, are
as follows:
Name
Kurt Ekert
Sean Menke
Ann Bruder
Joe DiFonzo
Roshan Mendis
Michael Randolfi
Shawn Williams
Scott Wilson
Garry Wiseman
Age
53
Position
Chief Executive Officer and President
55
58
58
51
51
51
56
47
Executive Chair of the Board
Executive Vice President and Chief Legal Officer
Executive Vice President and Chief Information Officer
Executive Vice President and Chief Commercial Officer, Travel Solutions
Executive Vice President and Chief Financial Officer
Executive Vice President and Chief People Officer
Executive Vice President, Sabre and President, Hospitality Solutions
Executive Vice President and Chief Product and Technology Officer, Travel Solutions
Kurt Ekert has served as Chief Executive Officer and President of Sabre since April 2023. Prior to his election as Chief
Executive Officer, Mr. Ekert served as President of Sabre since January 2022. Prior to joining Sabre, Mr. Ekert served as
President and Chief Executive Officer of Carlson Worldwide Travel (CWT) from 2016 to 2021. Sabre has an agreement with
CWT pursuant to which Sabre provides CWT with access to its GDS and pays incentive fees to CWT, and CWT purchases
certain products from Sabre. From 2010 to 2015, he served as Executive Vice President and Chief Commercial Officer of
Travelport Worldwide Ltd., a distribution services provider for the global travel industry, and from 2006 to 2010, he served as
Chief Operating Officer of Gulliver’s Travel Associates (GTA), a division of Travelport. From 2002 to 2006, he served in executive
roles of increasing responsibility at Cendant (at then Cendant subsidiaries Travelport and Orbitz Worldwide). Prior to joining
Cendant, Mr. Ekert’s experience in the travel industry included a number of senior finance roles at Continental Airlines. He also
served four years as an active duty officer in the US Army. Mr. Ekert serves as a director of Passur Aerospace, Inc., a business
intelligence company, and a director of ZYTLYN. He previously was Chairman of the US Department of Commerce Travel &
Tourism Advisory Board, as well as a director for each of eNett, Carlson Travel Inc., the World Travel & Tourism Council, and the
UNGA Global Partnership to End Violence Against Children.
Sean Menke has served as Executive Chair of the Board of Sabre since April 2023. He served as CEO of Sabre
beginning in December 2016 and served as its President from December 2016 through January 2, 2022. He was elected Chair
of the Board effective April 28, 2022. In April 2023, Mr. Menke relinquished his duties as CEO. Mr. Menke previously served as
Sabre’s Executive Vice President and President of Travel Network. Before joining Sabre in October 2015, Mr. Menke served as
Executive Vice President and Chief Operating Officer of Hawaiian Airlines from October 2014 to October 2015. From 2013 to
2014, he was Executive Vice President of Resources at IHS Inc., a global
information technology company. He served as
managing partner of Vista Strategic Group, LLC, a consulting firm, from 2012 to 2013 and from 2010 to 2011. From 2011 to
2012, he served as President and Chief Executive Officer of Pinnacle Airlines, and from 2007 to 2010 as President and Chief
Executive Officer of Frontier Airlines. Mr. Menke earned an executive MBA from the University of Denver and dual bachelor of
science degrees in Economics and Aviation Management
from Ohio State University. He serves as a director of Waste
Management, Inc., a provider of comprehensive waste management environmental services.
Ann Bruder is Executive Vice President and Chief Legal Officer. Prior to joining Sabre in 2023, Ms. Bruder served from
2020 to 2023 as Chief Legal, Development and Administrative Officer and Secretary of Blucora, Inc., a provider of integrated tax-
focused wealth management services and software, and as its Chief Legal Officer and Secretary from 2017 to 2020. From 2015
to 2017, Ms. Bruder served as Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Airlines
Reporting Corporation, a provider of travel industry data, products and services. From 2014 to 2015, Ms. Bruder served as the
President of Global Strategic Services, LLC, a strategic advisory firm. Prior to that, Mr. Bruder served as Senior Vice President of
Law, Government Affairs and Global Compliance, General Counsel and Corporate Secretary of Commercial Metals Company, a
steel and metal manufacturer, from mid-2009 through 2014 and the Deputy General Counsel from 2007 through mid-2009.
Earlier in her career, Ms. Bruder served as Chief Legal and Compliance Officer at CARBO Ceramics Inc., a ceramic proppant
producer, as well as serving in various senior legal roles at American Airlines, Inc. and Continental Airlines, Inc. Ms. Bruder
began her career at the law firm of Thompson Coburn LLP. Ms. Bruder has a J.D. from Washington University (Order of the
Barristers) and B.A. in Journalism and Public Relations with a minor in Economics from the University of Wyoming.
Joe DiFonzo is Executive Vice President and Chief lnformation Officer. Prior to becoming Executive Vice President in
2023, he served as Senior Vice President and Chief Information Officer from July 2017 to 2023. Prior to joining Sabre, he served
as both chief technology officer and CIO at Syniverse, a global provider of communication and information services for mobile
network operators. He previously spent 20 years at Convergys/Cincinnati Bell Information Systems, as corporate product line
architect and leading multiple product development teams for the telecom industry. Mr. DiFonzo holds a bachelor's degree in
computer science from the University of Central Florida.
Roshan Mendis has served as Executive Vice President and Chief Commercial Officer, Travel Solutions since 2020. Mr.
Mendis previously served as Chief Commercial Officer for the Travel Network business from 2018 to 2020, and prior to that
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served as Senior Vice President of International Markets for Sabre from 2017 to 2018. From 2015 to 2017, Mr. Mendis served
as Senior Vice President of Asia Pacific for Sabre. Mr. Mendis has also served as President of Travelocity and Zuji, consumer-
facing brands that were part of the Sabre portfolio. He completed his undergraduate studies at Chaminade University of Honolulu
and University of Cambridge (UK) and later earned his MBA at the Rice University.
Michael Randolfi is Executive Vice President and Chief Financial Officer. Prior to joining Sabre in 2022, Mr. Randolfi
served as Chief Financial Officer of BFA Industries, a beauty subscription business, from April 2021 until August 2022. From
August 2019 through April 2021, he served as Senior Vice President and Chief Financial Officer of Adtalem Global Education
Inc., a workforce solutions provider. Prior to joining Adtalem, Mr. Randolfi served as the Chief Financial Officer of Groupon, Inc.
from April 2016 to August 2019. Prior to Groupon, Mr. Randolfi served as Chief Financial Officer of Orbitz Worldwide, Inc. from
March 2013 until November 2015 (when he departed following its acquisition by Expedia, Inc.). Prior to Orbitz, Mr. Randolfi spent
fourteen years with Delta Airlines in a variety of executive financial roles culminating in Senior Vice President and Controller. Mr.
Randolfi received a Master of Business Administration from Emory University and his Bachelor of Arts degree from the University
of South Florida.
Shawn Williams is Executive Vice President and Chief People Officer. Prior to joining Sabre in 2020, Mr. Williams served
as Chief Human Resources Officer of Scientific Games, a global technology gaming company, from 2017 to 2020. From 2016 to
2017, he served as Senior Vice President and Chief Administrative Officer of LeEco Holdings North America, a consumer
electronics business. Prior to that, Mr. Williams served as Senior Vice President and Chief Administrative Officer of Samsung
Electronics America, an electronics and telecommunications company. He holds a bachelor’s degree in business administration
from the University of Houston
Scott Wilson is Executive Vice President and President, Hospitality Solutions. Prior to joining Sabre in September 2020,
Mr. Wilson served as Executive Vice President and Chief Commercial Officer of Great Wolf Resorts, the largest family of indoor
water park resorts in North America, since 2017. While there, he was responsible for a number of areas of Great Wolf’s
business, including sales, marketing, digital, revenue management, data and analytics, contact centers, and merchandising.
From 2010 to 2017, Mr. Wilson served as Vice President, e-Commerce and Merchandising, at United Airlines, Inc. one of the
largest global airlines. In addition to e-commerce and merchandising functions, he was also responsible for distribution and
commercial analytics. From 2007 to 2010, Mr. Wilson was Vice President, Digital Marketing, at Marriott International, Inc. with
responsibility for all performance and social media marketing across Marriott’s full portfolio of brands. Prior to that, he held
digital, marketing, and strategy leadership roles at BCG, America Online, Netscape, and American Airlines. Mr. Wilson is a
current board member of Alliant Credit Union. Mr. Wilson received a Master of Science in Industrial Engineering (MBA) from
Carnegie Mellon University and his Bachelor of Arts degree from the University of California, Berkeley.
Garry Wiseman is Executive Vice President and Chief Product and Technology Officer, Travel Solutions. Prior to joining
Sabre in 2022, Mr. Wiseman served as Senior Vice President and Chief Digital Officer of Nautilus, Inc., a global
leader in
innovative home fitness solutions, from October 2020 to 2022. From 2017 to 2020, he served as Senior Vice President of Digital
Customer Experience for Dell Technologies Inc., a technology company, and from 2014 to 2017, he served as Vice President –
Product Management at salesforce.com, inc., a leader in customer management technology.
23
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the NASDAQ Global Select Market under the symbol “SABR.” As of February 8, 2024,
there were 98 stockholders of record of our common stock. There were no shares repurchased during the year ended
December 31, 2023. See Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations—
Liquidity and Capital Resources—Recent Events Impacting Our Liquidity and Capital Resources—Share Repurchase Program."
Stock Performance Graph
The following graph shows a comparison from December 31, 2018 through December 31, 2023 of the cumulative total
return for our common stock, the Nasdaq Composite Index ("NASDAQ Composite"), the Standard & Poor's 500 Stock Index
("S&P 500") and the Standard & Poor's Software and Services Index ("S&P 500/Software & Services") (collectively,
the
"Indices"). The graph assumes that $100 was invested at the market close on December 31, 2018 in the common stock of Sabre
Corporation and the Indices as well as reinvestments of dividends. The stock price performance of the following graph is not
necessarily indicative of future stock price performance.
$300
$250
$200
$150
$100
$50
$0
12/31/18
3/29/19
6/28/19
9/30/19
12/31/19
3/31/20
6/30/20
9/30/20
12/31/20
3/31/21
6/30/21
9/30/21
12/31/21
3/31/22
6/30/22
9/30/22
12/31/22
3/31/23
6/30/23
9/29/23
12/29/23
Sabre Corp.
S&P 500
S&P 500 Software & Services
NASDAQ Composite
The stock performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such
information be incorporated by reference into any future filing by us under the Securities Act or the Exchange Act, except to the
extent that we specifically incorporate the graph by reference in such filing.
ITEM 6.
[Reserved]
24
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and
related notes included in Item 8 of this Annual Report on Form 10-K.
Overview
At Sabre, we make travel happen. We are a technology company that operates our business and presents our results
through two business segments: (i) Travel Solutions, our global business-to-business travel marketplace 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 leading software solutions for hoteliers.
A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. For
Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and
from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees
and professional services fees. For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of
our SaaS and hosted systems, as well as upfront fees and professional services fees. Items that are not allocated to our
business segments are identified as corporate and primarily include stock-based compensation expense,
litigation costs,
corporate headcount-related costs and other items that are not identifiable with either of our segments.
Recent Developments Affecting our Results of Operations
The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency
customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. We have
experienced continued material headwinds within our consolidated financial results for 2022 and 2023. While growth on a year-
over-year basis has resulted in improvement in our key volume metrics with the return of global travel volumes, recent industry
air distribution volume growth has leveled-off. This may continue into the future and could impact our rate of growth. With the
continued increase in booking volumes, our incentive consideration costs have also increased significantly compared to previous
periods. Passengers boarded for IT solutions has been negatively impacted by recent customer de-migrations, which has been
partially offset by customer growth.
During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition
our business and to structurally reduce our cost base. As a result of this cost reduction plan, we incurred restructuring costs
beginning in the second quarter of 2023 associated with our workforce. We estimate that these actions will reduce our operating
expense on an annual basis by approximately $200 million. During the year ended December 31, 2023, we incurred $72 million
in connection with this business plan, within our consolidated statement of operations. We do not expect additional restructuring
charges associated with these activities to be significant.
We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months;
however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will
continue to monitor our liquidity levels and take additional steps should we determine they are necessary. See “—Recent Events
Impacting Our Liquidity and Capital Resources” and “—Senior Secured Credit Facilities.” During 2022 and 2023, we refinanced
portions of our debt which resulted in higher interest rates than prior years, increasing our current and future interest expense.
In March 2022, we terminated our distribution agreement with a Travel Solutions customer located in Russia which
impacted our revenue in 2022. In August 2022, Russia adopted legislation and related regulations that, effective October 30,
2022, require activities related to the development, creation and operation of automated information systems for processing
domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with
no updates from or connection with systems abroad. A Travel Solutions customer of these types of services located in Russia
ceased using our systems on that date. This legislation and these regulations have prohibited our ability to provide these
services in Russia, which has negatively impacted and is expected to continue to negatively impact, our revenue and results.
In August 2022, we completed the acquisition of Conferma Limited ("Conferma"), a virtual payments technology company,
to expand our investment in technology for the payments ecosystem in the travel industry. We acquired all of the outstanding
stock and ownership interest of Conferma, for net cash considerations of $62 million and conversion of a pre-existing loan
receivable into share capital. We have consolidated the results of Conferma from the date of acquisition into our Travel Solutions
segment, which did not have a material impact on our results of operations. In February 2023, we sold 19% of the share capital
of the direct parent company of Conferma to a third party for proceeds of $16 million resulting in a non-controlling interest from
that date.
In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $0.0001 per share, of Global Business
Travel Group, Inc.(“GBT”) for an aggregate purchase price of $80 million. As of December 31, 2023, we continued to own these
8 million shares. We recognized an unrealized loss of $2 million and $26 million during the years ended December 31, 2023 and
2022, respectively, from the investment in GBT. See Note 12. Fair Value Measurements for further details.
On February 28, 2022, we sold our suite of flight and crew management and optimization solutions, which represented
our AirCentre airline operations portfolio within Travel Solution’s IT Solutions. We sold the AirCentre product portfolio, related
25
technology and intellectual property for $392 million and recorded a pre-tax gain on sale of approximately $180 million (after-tax
$112 million), in Other, net in our consolidated statements of operations for the year ended December 31, 2022. See Note 3.
Acquisitions and Dispositions for further details.
Factors Affecting our Results
In addition to the "—Recent Developments Affecting our Results of Operations" above, the following is a discussion of
other trends that we believe are additional significant opportunities and challenges currently impacting our business and industry.
The discussion also includes management’s assessment of the effects these trends have had and are expected to have on our
results of continuing operations. This information is not an exhaustive list of all of the factors that could affect our results and
should be read in conjunction with the factors referred to in the sections entitled “Risk Factors,” “Forward-Looking Statements,”
and "—Recent Developments Affecting our Results of Operations" included elsewhere in this Annual Report on Form 10-K.
Continued focus by travel suppliers on distribution methods and cost cutting
Changes in how airlines choose to distribute their content and pricing pressure during contract renegotiations may
continue to subject our business to challenges. Travel suppliers continue to look for ways to decrease their costs and to increase
their control over distribution. For example, certain travel suppliers have exerted influence on travel agencies with surcharges on
bookings that are made through indirect channels, such as our GDS and/or have withheld ancillary fees data from their content
available in our GDS. Additionally, the pricing strategy in some global regions for NDC bookings differs from historical patterns,
which may impact our revenue growth, as well as incentive consideration, as the number of relative NDC bookings increase over
the next few years. These changes may adversely affect our Travel Solutions contract renegotiations with suppliers that use
alternative distribution channels. See "Risk Factors—Our Travel Solutions business is exposed to pricing pressure from travel
suppliers." and "—Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions,
change their distribution model or undergo other changes."
These items have impacted the revenue of Travel Solutions, which recognizes revenue for airline ticket sales based on
transaction volumes. Simultaneously, this focus on cost cutting and alternative distribution has also presented opportunities for
Travel Solutions. Many airlines have turned to outside providers for key systems, process and industry expertise and other
products that assist in their cost cutting initiatives in order to focus on their primary revenue generating activities.
Technology transformation and investments in modernizing our architecture
During 2023, we began to see benefits from our technology transformation within our Technology costs, and we expect
that benefit to continue into 2024 and beyond. We expect continued investment in our technology transformation in 2024, which
will have a significant impact on our financial results, but decline over prior year levels. We expect to finalize our re-platforming
efforts to open source and cloud-based solutions during the year within this transformation program; however, we continuously
focus on identifying improvements to our systems. As previously disclosed, our technology transformation has the goal of
modernizing our architecture and is expected to provide us the framework and infrastructure for a more secure and stable
architecture for our customers, provide new revenue opportunities, reduce our cost structure and help to improve sales of our
software solutions. In 2024, we expect total capital expenditures to total approximately $100 million, primarily associated with
capitalized software. Technology costs include the cost of our technology transformation and may be impacted by inflationary
impacts in the future.
We expect to continue to benefit from higher margins in 2024 than would have been realized had we not undertaken our
technology transformation efforts as we believe the technology transformation has and will help enable us to avoid capital
expenditures that would have otherwise been required while also yielding lower cloud infrastructure costs. However, there are
various risks associated with our technology transformation efforts, including not achieving the amount of anticipated cost
savings, not completing the steps during their current projected time frame, or changing the approach leading to, among other
things, additional changes in our mix of technology spend between operating expense and capitalization.
Geographic mix of travel bookings
The revenue recognized by our Travel Solutions business is affected by the mix between domestic and international travel
reservation bookings and the related varying rates paid by airline suppliers. Due to our geographic concentration, our results of
operations are particularly sensitive to factors affecting North America. For example, booking fees per transaction in North
America have traditionally been lower than those in Europe. Additionally, volume growth in APAC has lagged behind that of other
regions in recent years through 2022, but various countries re-opened in 2023 and drove higher bookings at a rate more similar
to that of North America. As we continue to invest in our technology and expand the travel content and functionality available in
our GDS, we anticipate that we will continue to grow global share. We invest for sustainable share growth, and in certain parts of
APAC and Latin America, our share may be impacted by travel agency commercial arrangements we have declined to pursue
due to credit risk and unfavorable economics. The geographic mix of our Direct Billable Bookings is summarized below.
26
Direct Billable Bookings (1):
North America
EMEA
APAC
Latin America
Total
Year Ended December 31,
2023
2022
55 %
17 %
19 %
9 %
56 %
18 %
15 %
11 %
100 %
100 %
___________________________
(1) “Direct Billable Bookings” is the primary metric utilized by Travel Solutions to measure operating performance and includes bookings
made through our GDS and through our equity method partners in cases where we are paid directly by the travel supplier.
Increasing interest rates and interest expense
The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to geopolitical conflict,
increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022 and 2023, we
refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest
expense. We may decide to further refinance portions of our debt in 2024 and 2025 which, at current interest rates, could
negatively impact our interest expense. Although interest rate increases have recently moderated, they continue to remain
volatile, which could drive higher funding costs. Currently approximately 45% of our debt, net of cash and hedging impacts from
interest rates swaps, is variable and impacted by changes in interest rates. Excluding the impact of the Senior Secured Term
Loan due in 2028, approximately 28% of our debt is variable. See “Risk Factors—We are exposed to interest rate fluctuations.
Increasing travel agency incentive consideration
Travel agency incentive consideration is a large portion of Travel Solutions expenses. The vast majority of incentive
consideration is tied to absolute booking volumes based on transactions such as flight segments booked.
Incentive
consideration, which often increases once a certain volume or percentage of bookings is met, is provided in two ways, according
to the terms of the agreement: (i) on a periodic basis over the term of the contract and (ii) in some instances, up front at the
inception or modification of contracts, which is capitalized and amortized over the expected life of the contract.
Consideration on a per booking basis declined in 2021 as compared to the prior year, due to regional mix and increased
leisure bookings over business travel. In 2022 and 2023, consideration on a per booking basis increased as volumes reached
and exceeded volume or percentage thresholds, which we expect to continue in 2024. We remain focused on managing
incentive consideration and expect growth in the near term. Although incentive rate increases may continue to impact margins,
we expect these increases to be offset by growth in Travel Solutions revenue. This expectation is based in part on anticipated
increases in international travel, which would favorably impact our revenue rates, along with our continuing to offer value added
services and content to travel buyers, such as the Sabre Red Workspace, a SaaS product that provides a simplified interface
and enhanced travel agency workflow and productivity tools.
Increasing importance of LCC/hybrids
LCC/hybrids have become a significant segment of the air travel market, stimulating demand for air travel through low
fares. LCC/hybrids have traditionally relied on direct distribution for the majority of
their bookings. However, as these
LCC/hybrids are evolving, many are increasing their distribution through indirect channels to expand their offering into higher
yield markets and to higher yield customers, such as business and international travelers. Other LCC/hybrids, especially start up
carriers, may choose not to distribute through the GDS until wider distribution is desired. We expect to make additional
investments to address the LCC space and continue to grow upmarket with a more competitive offering.
Shift to SaaS and hosted solutions by airlines and hotels to manage their daily operations
Historically, large travel suppliers built custom in-house software and applications for their business process needs. In
response to a desire for more flexible systems given increasingly complex and constantly changing technological requirements,
reduced IT budgets and increased focus on cost efficiency, many travel suppliers turned to third party solutions providers for
many of their key technologies. We believe that significant revenue opportunity remains in this outsourcing trend, as legacy in-
house systems continue to migrate and upgrade to third party systems. However, under the SaaS and hosted solutions revenue
model, revenue recognition may be delayed due to longer implementation schedules for larger suppliers. The SaaS and hosted
models’ centralized deployment also allows us to save time and money by reducing maintenance and implementation tasks and
lowering operating costs.
Growing demand for continued technology improvements in the fragmented hotel industry
Most of the hospitality industry is highly fragmented. Independent hotels and small to medium sized chains (groups of less
than 300 properties) comprise a majority of hotel properties and available hotel rooms, with global and regional chains
comprising the balance. Hotels use a number of different technology systems to distribute and market their products and operate
efficiently. We offer technology solutions to all segments of the hospitality industry. Our SynXis Central Reservation System
27
integrates critical hospitality systems to optimize distribution, operations, retailing and guest experience via one scalable, flexible
and intelligent platform. As these markets grow, we believe both independent and enterprise hotel owners and operators will
continue to seek increased connectivity and integrated solutions to ensure access to global travelers. We anticipate that this will
contribute to the continued growth of Hospitality Solutions, which is ultimately dependent upon these hoteliers accepting and
utilizing our products and services.
Components of Revenues and Expenses
Revenues
Travel Solutions generates revenues from distribution activities through direct billable bookings processed on our GDS,
adjusted for estimated cancellations of those bookings. Travel Solutions also generates revenues from IT solutions activities from
its product offerings including reservation systems for full-service and low-cost carriers, commercial and operations products,
professional services, agency solutions and booking data. Additionally, Travel Solutions generates revenue through software
licensing and maintenance fees. Recognition of license fees upon delivery has previously resulted and will continue to result in
periodic fluctuations in revenue recognized.
Hospitality Solutions generates revenue through upfront solution fees and recurring usage-based fees for the use of our
software solutions hosted on secure platforms or deployed through our SaaS and through other professional service fees
including Digital Experience (“DX”). Certain professional service fees are discrete sales opportunities that may have a high
degree of variability from period to period, and we cannot guarantee that we will have such fees in the future consistent with prior
periods.
Cost of revenue, excluding technology costs
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. 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. The technology costs excluded from Cost of revenue, excluding technology costs, are
presented separately below.
Corporate cost of revenue, excluding technology costs, includes certain expenses such as stock-based compensation,
restructuring charges and other corporate related items including labor and professional services that are not identifiable with
either of our segments.
Depreciation and amortization included in cost of revenue, excluding technology costs, is associated with capitalized
implementation costs and intangible assets associated with contracts, supplier and distributor agreements purchased through
acquisitions.
Technology Costs
Technology costs incurred by Travel Solutions and Hospitality Solutions consist of expenses related to third-party
providers and employee-related costs to operate technology operations including hosting, third-party software, and other costs
associated with the maintenance and minor enhancement of our technology. Technology costs also include costs associated with
our technology transformation efforts. Technology costs are less variable in nature and therefore may not correlate with related
changes in revenue.
Corporate technology costs include 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.
Depreciation and amortization included in technology costs is associated with software developed for internal use that
supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology
purchased through acquisitions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist of professional service fees, certain settlement charges or
reimbursements, costs to defend legal disputes, provision for expected credit losses, other overhead costs, and personnel-
related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management
and who administratively support the business in finance, legal, human resources, information technology and communications.
Depreciation and amortization included in selling, general and administrative expenses is associated with property and
equipment, acquired customer relationships,
trademarks and brand names purchased through acquisitions or established
through the take private transaction in 2007, which includes a remaining useful life of 13 years as of December 31, 2023 for
trademarks and brand names.
28
Intersegment Transactions
We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated
current market prices. Hospitality Solutions pays fees to Travel Solutions for hotel stays booked through our GDS.
Key Metrics
“Direct billable bookings” and “passengers boarded” are the primary metrics utilized by Travel Solutions to measure
operating performance. Travel Solutions generates distribution revenue for each direct billable booking, which includes bookings
made through our GDS (e.g., Air, and Lodging, Ground and Sea ("LGS")) and through our equity method investments in cases
where we are paid directly by the travel supplier. Air bookings are presented net of bookings cancelled within the period
presented. Travel Solutions also recognizes IT solutions revenue from recurring usage-based fees for passengers boarded. The
primary metric utilized by Hospitality Solutions is booking transactions processed through the Sabre Hospitality Solutions SynXis
Central Reservation System (the “Central Reservation System”). These key metrics allow management to analyze customer
volume over time for each of our product lines to monitor industry trends and analyze performance. We believe that these key
metrics are useful for investors and other third parties as indicators of our financial performance and industry trends. While these
metrics are based on what we believe to be reasonable estimates of our transaction counts for the applicable period of
measurement, there are inherent challenges associated with their measurement. In addition, we are continually seeking to
improve our estimates of these metrics, and these estimates may change due to improvements or changes in our methodology.
The following table sets forth these key metrics for the periods indicated (in thousands):
Travel Solutions
Direct Billable Bookings - Air
Direct Billable Bookings - LGS
Distribution Total Direct Billable Bookings
IT Solutions Passengers Boarded
Hospitality Solutions
Year Ended December 31,
Year-over-Year % Change
2023
2022
2021
2023
2022
302,656
52,053
354,709
688,501
260,804
41,038
301,842
637,438
183,629
23,384
207,013
423,838
16.0 %
26.8 %
17.5 %
8.0 %
42.0 %
75.5 %
45.8 %
50.4 %
Central Reservations System Transactions
122,142
111,459
91,802
9.6 %
21.4 %
Definitions of Non-GAAP Financial Measures
We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures
in this Annual Report on Form 10-K, including Adjusted Operating Income (Loss), Adjusted Net Loss from continuing operations
("Adjusted Net Loss"), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.
We define Adjusted Operating Income (Loss) as operating income (loss) adjusted for equity method income (loss),
impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs,
litigation costs, net, and stock-based compensation.
We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for loss from discontinued
operations, net of tax, net (loss) income attributable to noncontrolling interests, preferred stock dividends, impairment and related
charges, acquisition-related amortization, restructuring and other costs,
loss on extinguishment of debt, net, other, net,
acquisition-related costs, litigation costs, net, stock-based compensation, and the tax impact of adjustments.
We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and
equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges,
restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs,
litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes.
We define Free Cash Flow as cash provided by (used in) operating activities reduced by cash used in additions to
property and equipment.
We define Adjusted Net Loss from continuing operations per share as Adjusted Net Loss divided by diluted weighted-
average common shares outstanding.
These non-GAAP financial measures are key metrics used by management and our board of directors to monitor our
ongoing core operations because historical results have been significantly impacted by events that are unrelated to our core
operations as a result of changes to our business and the regulatory environment. We believe that these non-GAAP financial
measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our
ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet
working capital requirements. We also believe that Adjusted Operating Income (Loss), Adjusted Net Loss and Adjusted EBITDA
29
assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in
capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.
Adjusted Operating Income (Loss), Adjusted Net Loss, Adjusted EBITDA, Free Cash Flow and ratios based on these
financial measures are not recognized terms under GAAP. These non-GAAP financial measures and ratios based on them are
unaudited and have important limitations as analytical tools, and should not be viewed in isolation and do not purport to be
alternatives to net income as indicators of operating performance or cash flows from operating activities as measures of liquidity.
These non-GAAP financial measures and ratios based on them exclude some, but not all, items that affect net income or cash
flows from operating activities and these measures may vary among companies. Our use of these measures has limitations as
an analytical tool, and you should not consider them in isolation or as substitutes for analysis of our results as reported under
GAAP. Some of these limitations are:
•
•
•
•
•
•
•
•
these non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation
expense and amortization of acquired intangible assets;
although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have
to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements;
Adjusted EBITDA does not reflect amortization of capitalized implementation costs associated with our revenue
contracts, which may require future working capital or cash needs in the future;
Adjusted Operating Income (Loss), Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash
requirements for, our working capital needs;
Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or
principal payments on our indebtedness;
Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;
Free Cash Flow removes the impact of accrual-basis accounting on asset accounts and non-debt liability accounts,
and does not reflect the cash requirements necessary to service the principal payments on our indebtedness; and
other companies, including companies in our industry, may calculate Adjusted Operating Income (Loss), Adjusted Net
Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures.
30
Non-GAAP Financial Measures
The following table sets forth the reconciliation of Net Loss attributable to common stockholders to Adjusted Net Loss from
continuing operations, Operating Income (Loss) to Adjusted Operating Income (Loss), and Loss from continuing operations to
Adjusted EBITDA (in thousands):
Net loss attributable to common stockholders
(Income) loss from discontinued operations, net of tax
Net (loss) income attributable to non-controlling interests(1)
Preferred stock dividends
Loss from continuing operations
Adjustments:
Impairment and related charges(2)
Acquisition-related amortization(3a)
Restructuring and other costs(5)
Loss on extinguishment of debt, net
Other, net(4)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Tax impact of adjustments(8)
Adjusted Net Loss from continuing operations
Adjusted Net Loss from continuing operations per share
Diluted weighted-average common shares outstanding
Operating income (loss)
Add back:
Equity method income (loss)
Impairment and related charges(2)
Acquisition-related amortization(3a)
Restructuring and other costs(5)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Adjusted Operating Income (Loss)
Loss from continuing operations
Adjustments:
Depreciation and amortization of property and equipment(3b)
Amortization of capitalized implementation costs(3c)
Acquisition-related amortization(3a)
Impairment and related charges(2)
Restructuring and other costs(5)
Interest expense, net
Other, net(4)
Loss on extinguishment of debt, net
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Provision (benefit) for income taxes
Adjusted EBITDA
31
Year Ended December 31,
2023
2022
2021
(541,865) $
(308)
(332)
14,257
(528,248)
(456,833) $
679
2,670
21,385
(432,099)
—
40,237
72,096
108,577
(13,751)
2,336
12,838
52,015
5,146
51,254
14,500
4,473
(136,645)
6,854
31,706
82,872
74,203
(179,697) $
(0.52) $
346,567
847
(371,092) $
(1.14) $
326,742
(950,071)
2,532
2,162
21,602
(923,775)
—
64,144
(7,608)
13,070
1,748
6,744
22,262
120,892
(6,867)
(709,390)
(2.21)
320,922
47,143
$
(261,060) $
(665,487)
2,042
—
40,237
72,096
2,336
12,838
686
5,146
51,254
14,500
6,854
31,706
(264)
—
64,144
(7,608)
6,744
22,262
52,015
228,707
$
82,872
(68,042) $
120,892
(459,317)
(528,248) $
(432,099) $
(923,775)
85,408
23,031
40,237
—
72,096
447,878
(13,751)
108,577
2,336
12,838
52,015
34,729
337,146
$
96,397
36,982
51,254
5,146
14,500
295,231
(136,645)
4,473
6,854
31,706
82,872
8,666
65,337
$
163,291
34,750
64,144
—
(7,608)
257,818
1,748
13,070
6,744
22,262
120,892
(14,612)
(261,276)
$
$
$
$
$
$
$
The following tables set forth the reconciliation of Adjusted Operating Income (Loss) to Operating Income (Loss) in our
statement of operations and Adjusted EBITDA to Loss from Continuing Operations in our statement of operations by business
segment (in thousands):
Year Ended December 31, 2023
Travel
Solutions
$ 474,969
2,042
—
—
—
—
—
$ 472,927
Hospitality
Solutions
Corporate
$
(11,286) $ (234,976) $
—
—
—
—
—
—
—
40,237
72,096
2,336
12,838
52,015
$
(11,286) $ (414,498) $
Total
228,707
2,042
40,237
72,096
2,336
12,838
52,015
47,143
558,183
13,212
(234,249)
337,146
65,814
17,400
—
—
—
—
—
2,042
$ 472,927
18,867
5,631
—
—
—
—
—
—
727
—
40,237
72,096
2,336
12,838
52,015
—
$
(11,286) $ (414,498) $
85,408
23,031
40,237
72,096
2,336
12,838
52,015
2,042
47,143
(447,878)
13,751
(108,577)
2,042
(34,729)
$ (528,248)
Adjusted Operating Income (Loss)
Less:
Equity method income
Acquisition-related amortization(3a)
Restructuring and other costs(5)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Operating income (loss)
Adjusted EBITDA
Less:
Depreciation and amortization of property and equipment(3b)
Amortization of capitalized implementation costs(3c)
Acquisition-related amortization(3a)
Restructuring and other costs(5)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Equity method income
Operating income (loss)
Interest expense, net
Other, net(4)
Loss on extinguishment of debt, net
Equity method income
Provision for income taxes
Loss from continuing operations
32
Year Ended December 31, 2022
Travel
Solutions
Hospitality
Solutions
Corporate
$
213,290
$
(51,579) $ (229,753) $
Total
(68,042)
686
—
—
—
—
—
—
212,604
323,803
78,601
31,912
—
—
—
—
—
—
686
212,604
$
$
$
$
$
$
—
—
—
—
—
—
—
686
—
5,146
5,146
51,254
51,254
14,500
14,500
6,854
6,854
31,706
31,706
82,872
82,872
(51,579) $ (422,085) $ (261,060)
(29,794) $ (228,672) $
65,337
16,715
5,070
—
—
—
—
—
—
—
96,397
36,982
51,254
5,146
14,500
6,854
31,706
82,872
686
(51,579) $ (422,085) $ (261,060)
1,081
—
51,254
5,146
14,500
6,854
31,706
82,872
—
(295,231)
136,645
(4,473)
686
(8,666)
$ (432,099)
Adjusted Operating Income (Loss)
Less:
Equity method income
Impairment and related charges(2)
Acquisition-related amortization(3a)
Restructuring and other costs(5)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Operating income (loss)
Adjusted EBITDA
Less:
Depreciation and amortization of property and equipment(3b)
Amortization of capitalized implementation costs(3c)
Acquisition-related amortization(3a)
Impairment and related charges(2)
Restructuring and other costs(5)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Equity method income
Operating income (loss)
Interest expense, net
Other, net(4)
Loss on extinguishment of debt
Equity method income
Provision for income taxes
Loss from continuing operations
33
Adjusted Operating Loss
Less:
Equity method loss
Acquisition-related amortization(3a)
Restructuring and other costs(6)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Operating loss
Adjusted EBITDA
Less:
Year Ended December 31, 2021
Travel
Solutions
Hospitality
Solutions
Corporate
Total
$ (222,679) $
(39,806) $ (196,832) $ (459,317)
(264)
—
—
—
—
—
$ (222,415) $
—
—
—
—
—
—
(264)
—
64,144
64,144
(7,608)
(7,608)
6,744
6,744
22,262
22,262
120,892
120,892
(39,806) $ (403,266) $ (665,487)
$
(52,006) $
(13,452) $ (195,818) $ (261,276)
Depreciation and amortization of property and equipment(3b)
Amortization of capitalized implementation costs(3c)
Acquisition-related amortization(3a)
Restructuring and other costs(5)
Acquisition-related costs(6)
Litigation costs, net(7)
Stock-based compensation
Equity method loss
Operating loss
Interest expense, net
Other, net(4)
Loss on extinguishment of debt
Equity method loss
Benefit for income taxes
Loss from continuing operations
140,231
30,442
—
—
—
—
—
(264)
$ (222,415) $
22,046
4,308
—
—
—
—
—
—
1,014
—
64,144
(7,608)
6,744
22,262
120,892
—
163,291
34,750
64,144
(7,608)
6,744
22,262
120,892
(264)
(39,806) $ (403,266) $ (665,487)
(257,818)
(1,748)
(13,070)
(264)
14,612
$ (923,775)
The following tables present information from our statements of cash flows and set forth the reconciliation of Free Cash
Flow to cash provided by operating activities, the most directly comparable GAAP measure (in thousands):
Cash provided by (used in) operating activities
Cash (used in) provided by investing activities
Cash used in financing activities
Cash provided by (used in) operating activities
Additions to property and equipment
Free Cash Flow
________________________________
Year Ended December 31,
$
2023
56,239
(109,980)
(94,219)
2022
2021
$ (276,458) $ (414,654)
(29,428)
(50,558)
173,977
(75,370)
Year Ended December 31,
2023
56,239
$
2022
2021
$ (276,458) $ (414,654)
(87,423)
(69,494)
(54,302)
$ (31,184) $ (345,952) $ (468,956)
(1) Net income attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in
(i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S. of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd
of 40%, (iv) Sabre Bulgaria of 40%, and (v) FERMR Holdings Limited (the direct parent of Conferma) of 19%.
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)
(3) Depreciation and amortization expenses:
a.
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.
b. Depreciation and amortization of property and equipment includes software developed for internal use as well as amortization of
c.
contract acquisition costs.
Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts
under our SaaS and hosted revenue model.
(4) Other, net includes a $180 million gain on the sale of AirCentre during 2022, the impacts of fair value adjustments of our GBT investment in
2023 and 2022, and a $15 million gain on sale of equity securities in 2021. In addition, 2022 and 2021 include pension settlement charges
34
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. See Note 3. Acquisitions and Dispositions to our
consolidated financial statements regarding the AirCentre sale and Note 17. Pension and Other Postretirement Benefit Plans to our
consolidated financial statements regarding the pension settlements.
(5) Restructuring and other costs in 2023 primarily represents charges associated with our cost reduction plan implemented in the second
quarter of 2023. See Note 5. Restructuring Activities to our consolidated financial statements. During 2022, charges, and adjustments to
those charges, were recorded associated with planning and implementing business restructuring activities, including costs associated with
third party consultants advising on our business structure and strategy.
(6) Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities.
(7) Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters. See Note
18. Commitments and Contingencies to our consolidated financial statements.
(8) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in
which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes,
uncertain tax positions, valuation allowances and other items.
Results of Operations
The following table sets forth our consolidated statement of operations data for each of the periods presented (in
thousands):
Revenue
Cost of revenue, excluding technology costs
Technology costs
Selling, general and administrative
Operating income (loss)
Interest expense, net
Loss on debt extinguishment, net
Equity method income (loss)
Other, net
Loss from continuing operations before income taxes
Provision (benefit) for income taxes
Loss from continuing operations
Years Ended December 31, 2023 and 2022
Revenue
Travel Solutions
Hospitality Solutions
Total segment revenue
Eliminations
Total revenue
Year Ended December 31,
2023
2022
$ 2,907,738 $ 2,537,015
1,040,819
1,096,097
661,159
(261,060)
(295,231)
(4,473)
686
1,189,606
1,036,596
634,393
47,143
(447,878)
(108,577)
2,042
2021
$ 1,688,875
691,451
1,052,833
610,078
(665,487)
(257,818)
(13,070)
(264)
13,751
(493,519)
34,729
(528,248) $
136,645
(423,433)
8,666
(432,099) $
(1,748)
(938,387)
(14,612)
(923,775)
$
Year Ended December 31,
2023
2022
Change
(Amounts in thousands)
$ 2,642,077 $ 2,311,275
254,620
2,565,895
(28,880)
304,169
2,946,246
(38,508)
$
$ 2,907,738 $ 2,537,015 $
330,802
49,549
380,351
(9,628)
370,723
14 %
19 %
15 %
33 %
15 %
Travel Solutions—Revenue increased $331 million, or 14%, for the year ended December 31, 2023 compared to the prior
year, primarily due to:
•
•
a $434 million, or 27%, increase in distribution revenue, which was primarily due to a 18% increase in direct billable
bookings to 355 million and favorable rate impacts from improved international and corporate bookings; and
an $104 million, or 15%, decrease in IT solutions revenue consisting of approximately $100 million decrease as a result
of de-migrations, primarily due to changes in Russian law and impacts of termination fees in both periods from certain
carriers and a $2 million decline in the recognition of previously deferred revenue comprised of a $27 million decrease
primarily due to a change in facts and circumstances associated with a Russian carrier in the prior year, offset by
$25 million recognized in the current year, which we do not expect to reoccur. In addition, we incurred a $36 million
decrease due to the sale of our AirCentre portfolio on February 28, 2022. These decreases were partially offset by a
$28 million increase in revenue due to an 8% increase in passengers boarded to 689 million.
Hospitality Solutions—Revenue increased $50 million, or 19%, for the year ended December 31, 2023 compared to the
prior year. The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an
35
increase in transaction volumes of 10% to 122 million driven by new customer deployments and a favorable mix within our
distribution channels. Additionally, DX revenue increased by $2 million.
Cost of Revenue, excluding technology costs
Travel Solutions
Hospitality Solutions
Eliminations
Total segment cost of revenue, excluding technology costs
Corporate
Depreciation and amortization
Year Ended December 31,
2023
2022
(Amounts in thousands)
$ 1,038,628 $
146,820
(38,508)
1,146,940
18,463
24,203
$
894,556
126,543
(28,880)
992,219
8,624
39,976
Total cost of revenue, excluding technology costs
$ 1,189,606 $ 1,040,819 $
Change
144,072
20,277
(9,628)
154,721
9,839
(15,773)
148,787
16 %
16 %
33 %
16 %
114 %
(39)%
14 %
Travel Solutions—Cost of revenue, excluding technology costs, increased $144 million, or 16%, for the year ended
December 31, 2023 compared to the prior year. The increase was primarily driven by a $185 million increase in incentive
consideration due to higher transaction volume as well as an increase in rates. This increase was partially offset by a decrease in
labor and professional services costs partially due to our cost reduction plan and the sale of AirCentre.
Hospitality Solutions—Cost of revenue, excluding technology costs, increased $20 million, or 16%, for the year ended
December 31, 2023 compared to the prior year primarily due to costs associated with increased transaction volumes.
Corporate—Cost of revenue, excluding technology costs,
for the year ended
December 31, 2023 primarily due to a $13 million restructuring charge associated with the reduction of our workforce in the
current period. This increase was partially offset by a $3 million decrease in labor and professional services costs due to our cost
reduction plan.
increased $10 million, or 114%,
Depreciation and Amortization—Cost of revenue, excluding technology costs, decreased $16 million, or 39%, for the year
ended December 31, 2023 primarily due to the completion of amortization associated with certain customer implementations.
Technology Costs
Travel Solutions
Hospitality Solutions
Corporate
Total technology costs
Year Ended December 31,
2023
2022
Change
(Amounts in thousands)
863,888
$
910,219
$
$
(46,331)
112,024
60,684
122,476
63,402
(10,452)
(2,718)
$ 1,036,596 $ 1,096,097
$
(59,501)
(5)%
(9)%
(4)%
(5)%
Travel Solutions—Technology costs decreased $46 million, or 5%, for the year ended December 31, 2023 compared to
the prior year. The decrease was primarily due to a $28 million decrease in technology costs due to cost savings related to our
mainframe offloads and data migrations. Additionally, depreciation and amortization decreased by $12 million primarily due to the
sale of our AirCentre portfolio and the completion of amortization of capitalized internal use software, and labor and professional
services decreased by $8 million due to our cost reduction plan, which was partially offset by increased costs to support our
technology transformation and strategic growth initiatives.
Hospitality Solutions—Technology costs decreased $10 million, or 9%, for the year ended December 31, 2023 compared
to the prior year primarily due to a $17 million decrease in labor and professional services driven by our cost reduction plan. This
decrease was partially offset by a $6 million increase in technology costs associated with our technology transformation
initiatives, including the migration of SynXis to the cloud, and an increase in transaction volumes.
Corporate—Technology costs decreased $3 million, or 4%, for the year ended December 31, 2023 compared to the prior
year primarily due to an $11 million decrease in depreciation and amortization due to the completion of amortization of
technology assets from prior acquisitions, a $10 million decrease in stock-based compensation primarily due to forfeitures of
unvested shares, and an $8 million decrease in labor and professional services driven by our cost reduction plan. These
decreases were partially offset by a $27 million restructuring charge associated with the reduction of our workforce in the current
period.
36
Selling, General and Administrative Expenses
Travel Solutions
Hospitality Solutions
Corporate
$
Year Ended December 31,
2023
2022
Change
(Amounts in thousands)
248,633
$
260,318
$
(11,685)
50,939
334,821
52,116
348,725
(1,177)
(13,904)
Total selling, general and administrative expenses
$
634,393
$
661,159
$
(26,766)
(4)%
(2)%
(4)%
(4)%
Travel Solutions—Selling, general and administrative expenses decreased $12 million, or 4%,
for the year ended
December 31, 2023 compared to the prior year. The decrease was driven by a $18 million decrease in labor and professional
services due to our cost reduction plan. This decrease was partially offset by a $4 million increase in the provision for credit
losses and a $2 million increase due to investment in our internal business systems.
Hospitality Solutions—Selling, general and administrative expenses decreased $1 million, or 2%, for the year ended
December 31, 2023 compared to the prior year primarily due to a $3 million decrease in labor and professional services driven
by our cost reduction plan, partially offset by a $2 million increase in the provision for credit losses, primarily due to an
unfavorable fluctuation to provision reductions in the prior year.
Corporate—Selling, general and administrative expenses decreased $14 million, or 4%,
the year ended
December 31, 2023 compared to the prior year. This decrease was partially driven by a decrease of $19 million in stock-based
compensation primarily due to forfeitures of unvested shares, a $17 million decrease in legal costs resulting from ongoing
litigation, a $15 million decrease due to a litigation reserve recorded in the prior year, and a decrease in other ongoing business
expenses. These decreases were partially offset by a $26 million restructuring charge for severance and related benefits costs
associated with the reduction of our workforce in 2023, an $11 million charge associated with a tax litigation matter, and a
$5 million increase in labor and professional services costs.
for
Interest expense, net
Year Ended December 31,
2023
2022
Change
Interest expense, net
$
(Amounts in thousands)
447,878
$
295,231
$
152,647
52 %
Interest expense increased $153 million, or 52%, for the year ended December 31, 2023 compared to the same period in
the prior year primarily due to higher interest rates on our term loans and additional interest incurred in connection with the
financing activities that have occurred during 2023. This increase was partially offset by the impact of our interest rate swaps.
See Note 10. Debt for further details these debt transactions and Note 11. Derivatives for further details regarding our interest
rate swaps.
Loss on Extinguishment of Debt, net
We recognized a loss on extinguishment of debt of $109 million during the year ended December 31, 2023, including a
loss on extinguishment of debt of $121 million as a result of the financing activity that occurred in the third quarter of 2023,
partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second
quarter of 2023. We recognized a loss on extinguishment of debt of $4 million during the year ended December 31, 2022 as a
result of the refinancing that occurred in 2022. See Note 10. Debt for further details regarding these debt transactions.
Other, net
Other, net
Year Ended December 31,
2023
2022
Change
(Amounts in thousands)
(13,751) $ (136,645) $
$
122,894
(90)%
Other, net increased $123 million for the year ended December 31, 2023 compared to the same period in the prior year
primarily due to the gain on the sale of AirCentre of $180 million in the prior year, partially offset by a change in fair value of our
GBT investment from a loss of $26 million in the prior year to a loss of $2 million in the current year, as well as other non-
operating gains of $15 million in the current year and realized and unrealized foreign currency exchange gains. See Note 3.
37
Acquisitions and Dispositions for further details regarding the AirCentre sale and Note 12. Fair Value Measurements for further
details regarding the GBT investment.
Provision for Income Taxes
Year Ended December 31,
2023
2022
(Amounts in thousands)
Change
Provision for income taxes
$
34,729 $
8,666 $
26,063
301 %
Our effective tax rate for each of the years ended December 31, 2023 and 2022 was less than 1%. The effective tax rate
for the year ended December 31, 2023, as compared to the same period in 2022 decreased primarily due to changes in the
valuation allowance due to adjustments based on realizability of the related deferred tax assets.
The differences between our effective tax rate and the U.S. federal statutory income tax rate primarily resulted from our
geographic mix of taxable income in various tax jurisdictions, tax permanent differences, valuation allowances, and tax credits.
Years Ended December 31, 2022 and 2021
Revenue
Travel Solutions
Hospitality Solutions
Total segment revenue
Eliminations
Total revenue
Year Ended December 31,
2022
2021
Change
(Amounts in thousands)
$ 2,311,275
254,620
2,565,895
(28,880)
$ 1,503,539 $
202,628
1,706,167
(17,292)
$ 2,537,015 $ 1,688,875 $
807,736
51,992
859,728
(11,588)
848,140
54 %
26 %
50 %
67 %
50 %
Travel Solutions—Revenue increased $808 million, or 54%, for the year ended December 31, 2022 compared to the prior
year, primarily due to:
•
•
a $721 million, or 80%, increase in distribution revenue, which was primarily due to a 46% increase in direct billable
bookings to 302 million primarily as a result of continued recovery trends from the COVID-19 pandemic and favorable
rate impacts from improved international and corporate bookings; and
an $87 million, or 14%, increase in IT solutions revenue consisting of a $114 million, or 52% increase in reservation
revenue primarily due to a 50% increase in passengers boarded to 637 million as a result of the continued recovery
trends from the COVID-19 pandemic, $24 million of previously deferred revenue recognized during the three months
ended March 31, 2022 due to a change in facts and circumstances associated with a Russian carrier, a $15 million
increase due to the recognition of termination fees on a carrier in the process of de-migrating from our systems, and the
recognition of $3 million in previously deferred revenue from a customer that entered liquidation. See Note 2. Revenue
from Contracts with Customers. These increases were partially offset by an unfavorable rate mix due to revenue that
does not
fluctuate with our volumes and a $4 million reduction associated with a Russian carrier. Additionally,
commercial and operations revenue decreased $27 million due to a $69 million decline as a result of the sale of our
AirCentre portfolio on February 28, 2022, partially offset by a $31 million increase in other product revenue and a
$10 million increase due to the aforementioned termination fees on the carrier that is de-migrating.
Hospitality Solutions—Revenue increased $52 million, or 26%, for the year ended December 31, 2022 compared to the
prior year. The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an
increase in transaction volumes of 21% to 111 million, as a result of continued recovery from the COVID-19 pandemic, and a
$4 million increase in DX revenue.
38
Cost of Revenue, excluding technology costs
Travel Solutions
Hospitality Solutions
Eliminations
Total segment cost of revenue, excluding technology costs
Corporate
Depreciation and amortization
Total cost of revenue, excluding technology costs
Year Ended December 31,
2022
2021
Change
$
$
(Amounts in thousands)
894,556
126,543
(28,880)
992,219
8,624
39,976
$ 1,040,819 $
564,137
96,487
(17,292)
643,332
8,363
39,756
691,451
$
$
330,419
30,056
(11,588)
348,887
261
220
349,368
59 %
31 %
67 %
54 %
3 %
1 %
51 %
Travel Solutions—Cost of revenue, excluding technology costs, increased $330 million, or 59%, for the year ended
December 31, 2022 compared to the prior year. The increase was primarily driven by a $337 million increase in incentive
consideration due to higher transaction volume as well as an increase in rates given the continued recovery from the COVID-19
pandemic. This increase was partially offset by a decrease in labor and professional services costs resulting from the sale of
AirCentre and other labor related expenses.
Hospitality Solutions—Cost of revenue, excluding technology costs, increased $30 million, or 31%, for the year ended
December 31, 2022 compared to the prior year primarily due to costs associated with increased transaction volumes.
Technology Costs
Travel Solutions
Hospitality Solutions
Corporate
Total technology costs
Year Ended December 31,
2022
2021
Change
(Amounts in thousands)
910,219
$
876,499
$
$
33,720
122,476
63,402
96,059
80,275
26,417
(16,873)
$ 1,096,097 $ 1,052,833 $
43,264
4 %
28 %
(21)%
4 %
Travel Solutions—Technology costs increased $34 million, or 4%, for the year ended December 31, 2022 compared to the
prior year. The increase was due to a $59 million increase in technology costs due to higher transaction volumes given the
continued recovery from the COVID-19 pandemic and expected temporary costs resulting from our cloud migration efforts.
Additionally, labor and professional services increased $30 million to support our technology transformation initiatives, and other
ongoing business expenses increased by $2 million. We incurred a significant amount of incremental technology costs in 2022
over the prior year as a result of our technology transformation. These increases were partially offset by a decrease in
depreciation and amortization of $57 million primarily due to a change in the mix of our technology spend beginning in 2019
resulting in less capitalized internal use software as well as a reduction due to the sale of our AirCentre portfolio.
Hospitality Solutions—Technology costs increased $26 million, or 28%, for the year ended December 31, 2022 compared
to the prior year due to a $16 million increase in technology costs to support our technology transformation initiatives, including
the migration of SynXis to the cloud, and a $14 million increase in labor and professional services costs. These increases were
partially offset by a $3 million decrease in depreciation and amortization primarily driven by a change in the mix of our technology
spend beginning in 2019 resulting in less capitalized internal use software. The migration to the cloud for SynXis is expected to
result in higher cloud-based transaction costs for Hospitality Solutions whereas historically it incurred data center operating costs
and incurred hardware and infrastructure costs, which were capitalized, and became fully depreciated in prior periods.
Corporate—Technology costs decreased $17 million, or 21%, for the year ended December 31, 2022 compared to the
prior year primarily due to a $10 million decrease in depreciation and amortization associated with a reduction in intangible
amortization as a result of the completion of amortization of technology assets from prior acquisitions, and a $7 million decrease
in labor and professional services costs.
39
Selling, General and Administrative Expenses
Year Ended December 31,
2022
2021
Change
Travel Solutions
Hospitality Solutions
Corporate
$
(Amounts in thousands)
260,318
$
253,438
52,116
348,725
45,495
311,145
$
6,880
6,621
37,580
Total selling, general and administrative expenses
$
661,159
$
610,078
$
51,081
3 %
15 %
12 %
8 %
Travel Solutions—Selling, general and administrative expenses increased $7 million, or 3%, for the year ended December
31, 2022 compared to the prior year. The increase was driven by a $9 million increase in the provision for expected credit losses
due to the unfavorable comparison to a provision reversal in the prior year as the economy began to recover and payment
experience began to improve and a $4 million increase due to continued investment in our internal business systems. These
increases were partially offset by a $5 million decrease in depreciation and amortization and a $2 million decrease in labor and
professional services costs.
Hospitality Solutions—Selling, general and administrative expenses increased $7 million, or 15%, for the year ended
December 31, 2022 compared to the prior year primarily due to a $7 million increase in labor and professional services costs
related to our business strategy to support the long-term growth of the business and a $2 million increase in technology costs
related to internal investments in business systems. This increase was partially offset by a $2 million decrease in the provision
for expected credit losses due to an improvement in our expected credit losses in the current year as a result of the continued
recovery from the COVID-19 pandemic, and lower depreciation and amortization.
Corporate—Selling, general and administrative expenses increased $38 million, or 12%, for the year ended December 31,
2022 compared to the prior year. This increase was driven by a $19 million increase consisting of $7 million related to labor and
professional services and $12 million related to our business structure and strategy to support the long-term growth of the
business, a $15 million increase due to litigation reserves, an $8 million increase in risk and security costs, a $7 million increase
in transaction tax expense, a $5 million increase related to an impairment associated with an IT Solutions customer located in
Russia, a $5 million increase for restructuring costs and the reversal of severance costs in the prior year associated with the
reduction of our workforce in 2020, and a $6 million increase in other ongoing business expenses. These increases were
partially offset by a $29 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.
Interest expense, net
Year Ended December 31,
2022
2021
(Amounts in thousands)
Change
Interest expense, net
$
295,231
$
257,818
$
37,413
15 %
Interest expense increased $37 million, or 15%, for the year ended December 31, 2022 compared to the same period in
the prior year primarily due to higher interest rates on our term loans. This increase was partially offset by the impact of our
interest rate swaps. See Note 10. Debt for further details of these debt transactions and Note 11. Derivatives for further details
regarding our interest rate swaps.
Loss on Extinguishment of Debt
We recognized a loss on extinguishment of debt of $4 million during the year ended December 31, 2022 as a result of the
refinancings that occurred in 2022 and a loss on extinguishment of debt of $13 million during the year ended December 31, 2021
as a result of the refinancing that occurred in 2021. See Note 10. Debt for further details regarding these debt transactions.
Other, net
Other, net
** not meaningful
Year Ended December 31,
2022
2021
(Amounts in thousands)
Change
$ (136,645) $
1,748
$ (138,393)
**
Other, net increased $138 million for the year ended December 31, 2022 compared to the same period in the prior year
primarily due to the gain on the sale of AirCentre of $180 million partially offset by a fair value loss of $26 million on our GBT
investment and a $15 million gain on sale of investment recorded in the first quarter of 2021. See Note 3. Acquisitions and
40
Dispositions for further details regarding the AirCentre sale and Note 12. Fair Value Measurements for further details regarding
the GBT investment.
Provision (benefit) for Income Taxes
Year Ended December 31,
2022
2021
(Amounts in thousands)
Change
Provision (benefit) for income taxes
$
8,666
$
(14,612) $
23,278
(159)%
Our effective tax rate for the year ended December 31, 2022 and 2021 was less than 1% and 2%, respectively. The
effective tax rate for the year ended December 31, 2022, as compared to the same period in 2021 decreased primarily due to
non-deductible goodwill related to the disposition of AirCentre.
The differences between our effective tax rate and the U.S. federal statutory income tax rate primarily resulted from our
geographic mix of taxable income in various tax jurisdictions, tax permanent differences, valuation allowances, and tax credits.
Liquidity and Capital Resources
Our current principal source of liquidity is our cash and cash equivalents on hand. As of December 31, 2023 and 2022,
our cash and cash equivalents and outstanding letters of credit were as follows (in thousands):
Cash and cash equivalents
Available undrawn balance under the AR Facility
AR Facility outstanding balance
Available under the bilateral letter of credit facility
Outstanding letters of credit under the bilateral letter of credit facility
As of December 31,
2023
2022
$
648,207
$
794,888
400
110,000
8,486
11,514
—
—
8,473
11,527
As of December 31, 2023, we had $110 million outstanding under the AR Facility with a borrowing base of $110 million, of
which Sabre had availability of less than $1 million. Our AR Facility matures on January 14, 2025 at the earliest and February 13,
2026 at the latest, depending on certain “springing” maturity conditions. The AR Facility allows us the ability to prepay the
principal amount prior to the maturity date without penalty. See Note 10. Debt.
We consider cash equivalents to be highly liquid investments that are readily convertible into cash. Securities with
contractual maturities of three months or less, when purchased, are considered cash equivalents. We record changes in a book
overdraft position, in which our bank account is not overdrawn but recently issued and outstanding checks result in a negative
general ledger balance, as cash flows from financing activities. We invest in a money market fund which is classified as cash and
cash equivalents in our consolidated balance sheets and statements of cash flows. We held no short-term investments as of
December 31, 2023 and 2022. We had $21 million held as cash collateral for standby letters of credit in restricted cash on our
consolidated balance sheets as of December 31, 2023 and 2022.
Liquidity Outlook
The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency
customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. We have
experienced continued material headwinds within our consolidated financial results for 2022 and 2023. These changes have
had, and we believe they will continue to have, a material negative impact on our financial results and liquidity, and this negative
impact may continue. Given the uncertain economic environment, we cannot provide assurance that the assumptions used to
estimate our liquidity requirements will be accurate. However, based on our assumptions and estimates with respect to our
financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve
months. We will continue to monitor our liquidity and take additional steps should we determine they are necessary.
In 2022 and 2023, we refinanced and extended the maturity on portions of our debt, which also negatively impacted our
results due to increasing interest rates, as well as negatively impacted our liquidity due to our utilizing $130 million in cash from
our balance sheet. In the second quarter of 2023, we implemented a cost reduction plan designed to reposition our business to
the current environment and to structurally reduce our cost base. We believe our cash position and the liquidity measures we
have taken will provide additional flexibility as we manage through continued headwinds. We will continue to monitor our liquidity
levels and take additional steps should we determine they are necessary.
We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our
information technology infrastructure, products and offerings, pay taxes, and service our debt and other long-term liabilities. Free
cash flow is calculated as cash flow from operations reduced by additions to property and equipment. We expect the full year
2024 free cash flow to be positive.
41
Our ability to generate cash depends on many factors beyond our control, and any failure to meet our debt service
obligations could harm our business, financial condition and results of operations. Our ability to make payments on and to
refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to
generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and
other factors that are beyond our control. See “Risk Factor—We may require more cash than we generate in our operating
activities, and additional funding on reasonable terms or at all may not be available.”
On an ongoing basis, we will evaluate and consider strategic acquisitions, divestitures, joint ventures, equity method
investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately
negotiated transactions, as well as other
transactions we believe may create stockholder value or enhance financial
performance. These transactions may require cash expenditures or generate proceeds and, to the extent they require cash
expenditures, may be funded through a combination of cash on hand, debt or equity offerings.
While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2023 based on our
operating and non-operating results along with provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and
the annual use of Net Operating Loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and
development costs. As a result, we expect to be a U.S. federal cash taxpayer in 2024, and we also expect to benefit from the
usage of NOLs in 2024 to the extent available. We expect to continue to benefit from our NOLs and certain tax credits in the
near-term beyond 2024.
The 2023 Term Loan Agreement, as described below, requires that we maintain cash balances of at least $100 million in
certain foreign subsidiaries. Otherwise, our cash, cash equivalents and marketable securities held by our foreign subsidiaries
are available to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated
with our domestic debt service requirements. We do not consider undistributed foreign earnings to be indefinitely reinvested as
of December 31, 2023, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes. We
consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31,
2023 and have not provided deferred taxes on any outside basis differences.
Contractual Obligations
Our material cash requirements consist of
the following contractual obligations, excluding pension obligations. See
Note 17. Pension and Other Postretirement Benefit Plans, to our consolidated financial statements. We had no off balance sheet
arrangements during the years ended December 31, 2023, 2022 and 2021.
Debt
Our debt obligation includes all
interest and principal of borrowings under our senior secured credit facilities, senior
secured term loan due 2028, AR Facility, senior secured notes due 2025 and 2027 and senior exchangeable notes due 2025.
Under certain circumstances, we are required to pay a percentage of the excess cash flow, if any, generated each year to our
lenders which is not reflected in the amount disclosed below. Interest on the senior secured credit facilities, senior secured term
loan due 2028 and AR Facility is based on the SOFR rate or the Reference Rate plus a base margin and includes the effect of
interest rate swaps. See Note 10. Debt, to our consolidated financial statements. As of December 31, 2023, we had a total debt
obligation, including interest, of $7 billion, with $501 million due within the next 12 months. For purposes of this disclosure, we
have used projected SOFR or Reference Rates, as applicable, for all future periods.
Lease obligations
We lease approximately 800 thousand square feet of office space in 61 locations in 38 countries. Lease payment
increases, local consumer price index changes or market rental reviews. We have
escalations are based on fixed annual
renewal options of various term lengths in approximately 37 leases. We have 1 purchase options and no restrictions imposed by
our leases concerning dividends or additional debt. See Note 13. Leases, to our consolidated financial statements. As of
December 31, 2023, we had total lease obligation of $97 million, with $18 million due within the next 12 months.
IT agreements
Certain agreements with technology providers, including for the provision of outsourcing services for our IT infrastructure
and applications and the provision of certain cloud-based services, include minimum amounts due for the provision of those
services. Contractual minimums are annual in some instances and span multiple years in other contracts. As of December 31,
2023, we had total IT agreement obligations of $2.2 billion, with $275 million due within the next 12 months. Actual payments
may vary significantly from the minimum amounts calculated and include our estimated spend for those contracts with committed
spend covering multiple years.
Purchase obligations
Purchase obligations represent an estimate of open purchase orders and contractual obligations in the ordinary course of
business for which we have not received the goods or services as of December 31, 2023. Although open purchase orders are
considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our
requirements based on our business needs prior to the delivery of goods or performance of services. As of December 31, 2023,
we had a total purchase obligation of $271 million, with $204 million due within the next 12 months.
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Letters of credit
Our letters of credit consist of stand-by letters of credit, underwritten by a group of lenders and backed by cash collateral,
which we primarily issue in the normal course of business. There were no claims made against any standby letters of credit
during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, we had a total obligation of $12 million,
with $6 million due within the next 12 months.
Unrecognized tax benefits
Unrecognized tax benefits include associated interest and penalties. The timing of related cash payments for substantially
all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which
are variable and outside our control. As of December 31, 2023, we had a total obligation of $61 million, with $4 million due within
the next 12 months.
Capital Resources
As of December 31, 2023, our outstanding debt totaled $4.8 billion, which is net of debt issuance costs and unamortized
discounts of $128 million. Currently approximately 45% of our debt, net of cash and hedging impacts from interest rates swaps,
is variable and impacted by changes in interest rates. Approximately 28% of our debt is variable, excluding the Senior Secured
Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as
defined by the Reference Rate. See “Risk Factors—We are exposed to interest rate fluctuations." In the future, we may review
opportunities to refinance our existing debt, as well as conduct debt or equity offerings to support future strategic investments,
support operational requirements, provide additional liquidity, or pay down debt.
The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to the geopolitical
conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022 and 2023, we
refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest
expense. However, the June 2023 Refinancing (as defined below) provides the ability for interest to be payable-in-kind, such that
amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash
payments for interest on this debt. Additionally, the issuance of the June 2027 Notes (as defined below) resulted in cash
payments totaling $130 million primarily to holders of prior notes but allowed us to better manage our ongoing interest expense
and payments and extend our debt maturities. Subject to market conditions, we may opportunistically refinance portions of our
debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result
in higher dilution. In addition, from time to time, we may decide to repurchase or otherwise retire portions of our existing
indebtedness through transactions in the open market, privately negotiated transactions, tender offers, exchange offers or
otherwise, or we may redeem or prepay portions of our existing indebtedness. Any such action will depend on market conditions
and various other factors existing at that time. Furthermore, we may be required to pay US Airways' reasonable attorneys' fees
and costs related to our antitrust litigation with US Airways. See Note 18. Commitments and Contingencies, to our consolidated
financial statements.
including global economic conditions,
Our continued access to capital resources depends on multiple factors,
the
condition of global
financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant
requirements, our operating performance, and our credit ratings. These factors could lead to further market disruption and
increases to our funding costs. While the terms of our outstanding indebtedness allow us to incur additional debt,
potential
subject to limitations, our ability to incur additional secured indebtedness is significantly limited. As a result, we expect that any
material increases in total indebtedness, if available and to the extent issued in the future, may be unsecured. If our credit ratings
were to be downgraded, or financing sources were to become more limited or to ascribe higher risk to our rating levels or our
industry, our access to capital and the cost of any financing would be negatively impacted. There is no guarantee that additional
debt financing will be available in the future to fund our obligations, or that it will be available on commercially reasonable terms,
in which case we may need to seek other sources of funding. In addition, the terms of future debt agreements could include
more restrictive covenants than those we are currently subject to, which could restrict our business operations. For more
information, see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding
on reasonable terms or at all may not be available."
Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial
covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain
investments, and payment of dividends. In the first quarter of 2023, we entered into a securitization transaction on our accounts
receivable balances pursuant to the AR facility which provided a maximum of $200 million in additional funding. In June 2023, we
entered into the 2023 Term Loan Agreement, which provides for a senior secured term loan of up to $700 million in aggregate
principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other
covenants to ensure collateral of
the applicable foreign guarantors meet certain minimum levels. The 2023 Term Loan
Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition
activities and affiliate transactions. In addition, the 2023 Term Loan Agreement contains customary prepayment events and
financial and negative covenants and other representations, covenants and events of default based on, but in certain instances
more restrictive than, the Amended and Restated Credit Agreement. As of December 31, 2023, we are in compliance with all
covenants under the terms of the Amended and Restated Credit Agreement, the AR Facility and the 2023 Term Loan Agreement.
We are required to pay down our term loans by an amount equal to 50% of annual excess cash flow, as defined in the
Amended and Restated Credit Agreement. This percentage requirement may decrease or be eliminated if certain leverage ratios
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are achieved. Based on our results for the year ended December 31, 2022, we were not required to make an excess cash flow
payment in 2023, and no excess cash flow payment is expected to be required in 2024 with respect to our results for the year
ended December 31, 2023.
We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings,
that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement. As of
December 31, 2023, we have reinvested $277 million of the proceeds from the disposition of AirCentre. In 2023, we prepaid
$16 million in principal and unaccrued interest on 2021 Term Loan B-2, and $32 million in principal and unaccrued interest on
2022 Term Loan B-1 and 2022 Term Loan B-2, using the remaining net cash proceeds from the sale of AirCentre, in accordance
with the contractual terms of the Amended and Restated Credit Agreement dated February 19, 2013.
Recent Events Impacting Our Liquidity and Capital Resources
Debt Agreements
On May 16, 2023, Sabre GLBL entered into Amendment No. 5 to the Credit Agreement (the “SOFR Amendment”). The
SOFR Amendment was entered into pursuant to the Amended and Restated Credit Agreement, dated as of February 19, 2013.
The SOFR Amendment provides for the replacement of LIBOR-based rates with a SOFR-based rate for the 2021 Term Loan B-1
and 2021 Term Loan B-2 and amends certain provisions of the Credit Agreement. The change from LIBOR to SOFR is due to the
reference rate reform and the phasing out of LIBOR as a loan benchmark. The SOFR Amendment did not have a material impact
on our financial position or results of operations.
On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series
of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an
intercompany secured term loan agreement (the “Pari Passu Loan Agreement“”). The 2023 Term Loan Agreement provides for a
senior secured term loan (the “Senior Secured Term Loan Due 2028”) of up to $700 million in aggregate principal amount,
subject to Sabre FB using the proceeds from the Senior Secured Term Loan Due 2028 for an intercompany loan to Sabre GLBL.
On June 13, 2023, Sabre FB borrowed the full $700 million amount under the 2023 Term Loan Agreement and lent the funds to
Sabre GLBL under the Pari Passu Loan Agreement. Borrowings under 2023 Term Loan Agreement are secured by the assets of
Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries.
Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the
indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes. Sabre
GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to repurchase $650 million of its outstanding 9.25%
Senior Secured Notes due 2025 (the “June 2023 Refinancing”) and $15 million of its outstanding 2021 Term Loan B-1, 2021
Term Loan B-2 and 2022 Term Loan B-2. The remaining proceeds, net of a discount of $23 million, were used to pay $13 million
in other fees and expenses. We incurred additional fees of $15 million, plus $10 million of accrued and unpaid interest on the
9.25% Senior Secured Notes, which were funded with cash on hand. We recognized a net gain on extinguishment of debt in
connection with the June 2023 Refinancing during the year ended December 31, 2023 of $13 million. As of December 31, 2023,
we are in compliance with the covenants under the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.
On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $787 million of our 7.375% senior
secured notes due 2025 and approximately $66 million of our 9.25% senior secured notes due 2025 were exchanged for a
combination of cash and approximately $853 million aggregate principal amount of 8.625% senior secured notes due 2027 (the
“June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”). The June 2027 Notes are jointly and severally,
irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the
Senior Secured Credit Facilities and the Secured Term Loan Due 2028. The June 2027 Notes bear interest at a rate of 8.625%
per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning March
1, 2024. The June 2027 Notes mature on June 1, 2027. Sabre GLBL did not receive any cash proceeds from the exchange and
did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged. We
incurred additional fees of approximately $133 million, primarily consisting of approximately $115 million in exchange fees,
$15 million in underwriting and associated fees and expenses plus $3 million of accrued and unpaid interest, all of which were
funded with cash on hand. We determined that the exchange transaction, including the impact of the exchange fees, represents
a debt extinguishment and therefore recognized a loss on extinguishment of debt during the year ended December 31, 2023 of
$121 million, consisting of $115 million in exchange fees related to the June 2027 Notes and $6 million related to the write-off of
unamortized debt issuance costs on the 9.25% senior secured notes and 7.375% senior secured notes.
AR Facility
On February 14, 2023, Sabre Securitization, LLC, an indirect, consolidated subsidiary of Sabre Corporation and a special
purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (the “AR
Facility”) of up to $200 million with PNC Bank, N.A. As of December 31, 2023, we had $110 million outstanding under the AR
Facility. These proceeds are being used for general corporate purposes.
Dividends
The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50% payable, at our election, in
cash, shares of our common stock or a combination of cash and shares of our common stock. We accrued $14 million and
$21 million of preferred stock dividends in our consolidated results of operations for the year ended December 31, 2023 and
2022, respectively. During the year ended December 31, 2023 and 2022, we paid cash dividends on our preferred stock of $16
the mandatory conversion date, each outstanding share of
million and $21 million, respectively. On September 1, 2023,
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Preferred Stock was automatically converted into shares of our common stock. See Note 14. Stock and Stockholders’ Equity for
further details.
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. During the year ended December 31, 2023, we
did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension
of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we are
undertaking as a result of the market conditions caused by COVID-19. As of December 31, 2023, the Share Repurchase
Program remains suspended and approximately $287 million remains authorized for repurchases. In addition, the terms of
certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase
our common stock. See “Risk Factors—The terms of our debt covenants could limit our discretion in operating our business and
any failure to comply with such covenants could result in the default of all of our debt.”
Senior Secured Credit Facilities
On March 9, 2022, we entered into an amendment to refinance a portion of our then-outstanding Term Loan B facility (the
"March 2022 Refinancing"). Our Senior Secured Credit Facility is governed by the Amended and Restated Credit Agreement. We
incurred no additional
indebtedness as a result of the March 2022 Refinancing, other than amounts covering discounts and
certain fees and expenses. The March 2022 Refinancing included the application of the proceeds of a new $625 million term
loan “B” facility (the “2022 Term Loan B-1 Facility”), borrowed by Sabre GLBL under our Amended and Restated Credit
Agreement, with the effect of extending the maturity of approximately $623 million of the existing Term Loan B credit facility
under the Amended and Restated Credit Agreement. The remaining proceeds, net of a discount of $1 million, were used to pay
$1 million in other fees and expenses. We incurred an additional discount of $5 million and other fees of $3 million which were
funded with cash on hand. We recognized a loss on extinguishment of debt in connection with the March 2022 Refinancing
during the year ended December 31, 2022 of $4 million and debt modification costs for financing fees of $1 million recorded to
Other, net. The 2022 Term Loan B-1 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term
Loan B-1 Facility after 12 months or to prepay or repay at a 101 premium before that date. The interest rates on the 2022 Term
Loan B-1 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin.
On August 15, 2022, we entered into an amendment to refinance a portion of our then-outstanding Term Loan B facility
(the "August 2022 Refinancing"). We incurred no additional indebtedness as a result of the August 2022 Refinancing, other than
amounts covering discounts and certain fees and expenses. The August 2022 Refinancing included the application of the
proceeds of a new $675 million term loan “B” facility (the “2022 Term Loan B-2 Facility”), borrowed by Sabre GLBL under our
Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $647 million of the existing
Term Loan B credit facility under the Amended and Restated Credit Agreement. The remaining proceeds, net of a discount of
$25 million, were used to pay $3 million in other fees and expenses. We incurred an additional discount of $9 million and other
fees of $2 million which were funded with cash on hand. We recognized debt modification costs for financing fees in connection
with the August 2022 Refinancing during the year ended December 31, 2022 of $5 million recorded to Other, net. No loss on
extinguishment of debt was recorded as a result of the August 2022 Refinancing. The 2022 Term Loan B-2 Facility matures on
June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months months or to prepay
or repay at a 101 premium before that date. The interest rates on the 2022 Term Loan B-2 Facility are based on Term SOFR,
replacing LIBOR, plus an applicable margin.
Applicable margins for the 2021 Term Loan B-1 and 2021 Term Loan B-2 are 3.50% per annum for Term SOFR loans and
2.50% per annum for base rate loans over the life of the loan, with a floor of 0.50% for the Term SOFR rate, and 1.50% for the
base rate, respectively, and a credit spread adjustment factor of 0.11%. Applicable margins for the 2022 Term Loan B-1 are
4.25% per annum for Term SOFR loans and 3.25% per annum for base rate loans over the life of the loan, with a floor of 0.50%
for the Term SOFR rate, and 1.50% for the base rate, respectively, and a credit spread adjustment factor of 0.10%. Applicable
margins for the 2022 Term Loan B-2 are 5.00% per annum for Term SOFR loans and 4.00% per annum for base rate loans over
the life of the loan, with a floor of 0.50% for the Term SOFR rate, and 1.50% for the base rate, respectively, and a credit spread
adjustment factor of 0.10%.
Cash Flows
Operating Activities
Cash provided by operating activities totaled $56 million for the year ended December 31, 2023. The $333 million
increase in operating cash flow from 2022 was primarily due to increased transaction volumes, partially offset by a $108 million
increase in interest payments related to our debt and $48 million of severance payments made in connection with our cost
reduction plan. Additionally, cash flow from operations in 2023 benefited from several working capital initiatives, which is not
expected to reoccur in 2024.
Cash used in operating activities totaled $276 million for the year ended December 31, 2022. The $138 million increase in
operating cash flow from 2021 was primarily due to an improvement in our results of operations as a result of the gradual global
recovery from the COVID-19 pandemic during 2022, partially offset by payments of $67 million to our employees under
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performance-based bonus plans that did not occur in the prior year and an increase in interest payments of $39 million related to
our term loans.
Investing Activities
For the year ended December 31, 2023, we used $87 million of cash for capital expenditures primarily related to software
developed for internal use, and $23 million for investment and acquisition-related activity.
For the year ended December 31, 2022, we received proceeds of $392 million from the sale of AirCentre, partially offset
by $69 million of cash used on capital expenditures primarily related to software developed for internal use, $80 million for the
investment in GBT, and $69 million for Conferma and other acquisitions.
Financing Activities
For the year ended December 31, 2023, we used $94 million for financing activities. Significant highlights of our financing
activities included:
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•
•
•
•
•
•
•
•
•
proceeds of $853 million from the issuance of the 8.625% senior secured notes due 2027;
payment of $787 million on our 7.375% senior secured notes due 2025 and $66 million on our 9.25% senior secured
notes due 2025;
proceeds of $677 million from the issuance of the Senior Secured Term Loan Due 2028;
payment of $665 million on our 9.25% senior secured notes due 2025, 2021 Term Loan B-1, 2021 Term Loan B-2 and
2022 Term Loan B-2;
payment of $160 million in debt discount and issuance costs;
net proceeds of $110 million from borrowings on our AR Facility;
payment of $56 million on our term loans under the Amended and Restated Credit Agreement, $48 million of which is
a prepayment from the AirCentre disposition;
proceeds of $16 million from the sale of common shares of a subsidiary;
payment of $16 million in dividends on our preferred stock; and
net payments of $6 million from the settlement of employee stock awards.
For the year ended December 31, 2022, we used $75 million for financing activities. Significant highlights of our financing
activities included:
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•
•
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•
proceeds of $624 million, $650 million, and $545 million from the issuance of the 2022 Term Loan B-1 Facility, the
2022 Term Loan B-2 Facility and the December 2027 Notes;
payment of $1.8 billion on Term Loan B;
payment of $17 million on 2021 Term B-1 Facility, 2021 Term B-2 Facility, 2022 Term Loan B-1 Facility and 2022 Term
Loan B-2 Facility;
payment of $33 million in debt discount and issuance costs;
payment of $21 million in dividends on our preferred stock; and
net payments of $16 million from the settlement of employee stock awards.
Recent Accounting Pronouncements
Information related to Recent Accounting Pronouncements is included in Note 1. Summary of Business and Significant
Accounting Policies, to our consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K,
which is incorporated herein by reference.
Critical Accounting Estimates
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial
statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to
make estimates and judgments that affect our reported assets and liabilities, revenues and expenses and other financial
information. Actual results may differ significantly from these estimates, and our reported financial condition and results of
operations could vary under different assumptions and conditions. In addition, our reported financial condition and results of
operations could vary due to a change in the application of a particular accounting standard.
Our accounting policies that include 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 long-lived
46
assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv)
estimation of loss contingencies. We regard an accounting estimate underlying our financial statements as a “critical accounting
estimate” if the accounting estimate requires us to make assumptions about matters that are uncertain at the time of estimation
and if changes in the estimate are reasonably likely to occur and could have a material effect on the presentation of financial
condition, changes in financial condition, or results of operations.
We have included below a discussion of the accounting policies involving material estimates and assumptions that we
believe are most critical to the preparation of our financial statements, how we apply such policies and how results differing from
our estimates and assumptions would affect the amounts presented in our financial statements. We have discussed the
development, selection and disclosure of these accounting policies with our Audit Committee. Although we believe these policies
to be the most critical, other accounting policies also have a significant effect on our financial statements and certain of these
policies also require the use of estimates and assumptions. For further information about our significant accounting policies, see
Note 1. Summary of Business and Significant Accounting Policies, to our consolidated financial statements.
Revenue Recognition and Multiple Performance Obligation Arrangements
Our agreements with customers of our Travel Solutions business may have multiple performance obligations which
generally include software solutions through SaaS and hosted delivery, professional service fees and implementation services.
We also evaluate performance obligations across multiple agreements when entered into with the same customer at or near the
same time. These multiple performance obligation arrangements involve judgments, including estimating the selling prices of
goods and services, estimating the total contract consideration and allocating amounts to each distinct performance obligation
and forecasting future volumes.
Revenue recognition from our
judgments such as identifying distinct
IT Solutions products requires significant
performance obligations including material rights within an agreement, estimating the total contract consideration and allocating
amounts to each distinct performance obligation, determining whether variable pricing within a contract meets the allocation
objective, and forecasting future volumes. For a small number of our contracts, we are required to forecast volumes as a result of
pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these judgments and
estimates could have an impact on the revenue recognized in future periods.
We evaluate revenue recognition for agreements with customers which generally are represented by individual contracts
but could include groups of contracts if the contracts are executed at or near the same time. Typically, access to our GDS and
for separate
our professional service fees are separated from the implementation and software services. We account
performance obligations on an individual basis with value assigned to each performance obligation based on our best estimate of
relative standalone selling price ("SSP"). Judgment is required to determine the SSP for each distinct performance obligation.
SSP is assessed annually using a historical analysis of contracts with customers executed in the most recently completed
calendar year to determine the range of selling prices applicable to a distinct good or service. In making these judgments, we
analyze various factors, including discounting practices, price lists, contract prices, value differentiators, customer segmentation
and overall market and economic conditions. Based on these results, the estimated SSP is set for each distinct product or
service delivered to customers. As our market strategies evolve, we may modify pricing practices in the future which could result
in changes to SSP.
Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is
earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment
of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on
contract terms. Contract assets are reviewed for recoverability on a periodic basis based on a review of impairment indicators.
Deferred customer advances and discounts are reviewed for recoverability based on 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. These assets are directly supported by estimates of
Passengers Boarded and booking volumes for specific customers over their remaining contractual terms. Due to the long-term
nature of the relevant contracts, recovery of these assets is not sensitive to near-term declines in volumes. For the year ended
December 31, 2023, we did not impair any of these assets as a result of the related contracts becoming uncollectable, modified
or canceled. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances
provided and any upfront costs incurred to implement the customer contract.
Goodwill and Intangible Assets
We have two reporting units associated with our continuing operations: Travel Solutions and Hospitality Solutions.
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We evaluate goodwill for impairment on an annual basis or when impairment indicators exist. We begin our evaluation
with a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying value
before applying a quantitative assessment. Our qualitative assessments consider a variety of factors, including but not limited to
domestic and international economic indicators, interest rates, our financial performance, and the most recent information from
the International Air Transport Association ("IATA") about global passenger traffic returning to pre-COVID-19 levels, which we
believe to be a key assumption. If it is determined through the evaluation of events or circumstances that the carrying value may
not be recoverable, or if we decide to bypass the qualitative assessment, we perform a quantitative assessment comparing the
estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets
and liabilities of that unit. If the sum of the carrying value of the assets and liabilities of a reporting unit exceeds the estimated fair
value of that reporting unit, the carrying value of the reporting unit’s goodwill is reduced to its fair value through an adjustment to
the goodwill balance, resulting in an impairment charge. The determination of fair value requires us to make significant
judgments and estimates including cash flow projections and assumptions related to market participants, the principal markets,
and the highest and best use of the reporting units. Changes in the assumptions used in our impairment testing may result in
future impairment losses which could have a material impact on our results of operations. We utilize third-party appraisal firms to
assist us in determining the fair value of a reporting unit as part of performing the quantitative assessment. We did not record
any goodwill impairment charges for the years ended December 31, 2023, 2022 and 2021.
Definite-lived intangible assets are assigned depreciable lives of two to thirty years, depending on classification, and are
evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of definite-lived
intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable. If
impairment indicators exist for definite-lived intangible assets, the undiscounted future cash flows associated with the expected
service potential of the assets are compared to the carrying value of the assets. If our projection of undiscounted future cash
flows is in excess of the carrying value of the intangible assets, no impairment charge is recorded. If our projection of
undiscounted cash flows is less than the carrying value, the intangible assets are then measured at fair value and an impairment
charge is recorded based on the excess of the carrying value of the assets over its fair value. We did not record material
intangible asset impairment charges for the years ended December 31, 2023, 2022 and 2021.
Income Taxes
We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement
carrying amounts and the tax bases of assets and liabilities. We regularly review deferred tax assets by jurisdiction to assess
their potential realization and establish a valuation allowance for portions of such assets that we believe will not be ultimately
realized. In performing this review, we make estimates and assumptions regarding projected future taxable income, the expected
timing of the reversals of existing temporary differences and the implementation of tax planning strategies. A change in these
assumptions could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective
tax rate, which could materially impact our results of operations. The current economic environment has caused increased
uncertainty in determining certain key assumptions within the assessment of our future taxable income upon which recognition of
deferred tax assets is assessed. At year end, we had a valuation allowance on a portion of our deferred tax assets based on our
assessment that it is more likely than not that the deferred tax asset will not be realized. We believe that our estimates for the
valuation allowances against deferred tax assets are appropriate based on current facts and circumstances.
When assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to
carry back NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable
income. Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents
significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation
allowance on our U.S. federal and state deferred tax assets of $486 million and $47 million, respectively as of December 31,
2023. For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year
losses and other deferred tax assets of $118 million as of December 31, 2023. We reassess these assumptions regularly, which
could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate and
could materially impact our results of operations.
We operate in numerous countries where our income tax returns are subject to audit and adjustment by local tax
authorities. Because we operate globally, the nature of the uncertain tax positions is often very complex and subject to change,
and the amounts at issue can be substantial. It is inherently difficult and subjective to estimate such amounts, as we must
determine the probability of various possible outcomes. We re-evaluate uncertain tax positions on a quarterly basis. This
evaluation is based on factors including, but not limited to, changes in facts or circumstances, changes in tax law, effectively
settled issues under audit and new audit activity. At December 31, 2023 and 2022, we had a liability, including interest and
penalty, of $61 million and $97 million, respectively,
for unrecognized tax benefits, of which $57 million and $88 million,
respectively, would affect our effective tax rate if recognized. Such a change in recognition or measurement would result in the
recognition of a tax benefit or an additional charge to the provision for income taxes from continuing operations.
Loss Contingencies
While certain legal proceedings and related indemnification obligations and certain tax matters to which we are a party
specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of
litigation and tax claims, the ultimate outcome of these matters cannot be predicted, nor can the amount of possible loss or range
of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for
probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these
48
contingencies is made after careful analysis of each matter. The required 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. Changes in these factors could materially impact our results of operations.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Market Risk Management
Market risk is the potential loss from adverse changes in: (i) prevailing interest rates, (ii) foreign exchange rates, (iii) credit
risk and (iv) inflation. Our exposure to market risk relates to interest payments due on our long-term debt, derivative instruments,
income on cash and cash equivalents, accounts receivable and payable, subscriber incentive liabilities and deferred revenue.
We manage our exposure to these risks through established policies and procedures. We do not engage in trading, market
making or other speculative activities in the derivatives markets. Our objective is to mitigate potential income statement, cash
flow and fair value exposures resulting from possible future adverse fluctuations in interest and foreign exchange rates.
Interest Rate Risk
Historically, our exposure to interest rate risk has primarily related to our interest rate swaps and interest rates under our
Amended and Restated Credit Agreement on our senior secured credit facilities. In June 2023, we entered into a new senior
secured term loan facility, the Senior Secured Term Loan Due 2028, that bears interest at a floating rate 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. 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. An increase in the Reference Rate, up to the ceiling rates, would negatively impact our interest expense. Offsetting
some of this exposure is interest income received from our time deposits and money market funds. The objectives of our
investment in time deposits and money market funds are (i) preservation of principal, (ii) liquidity and (iii) yield. If future short-
term interest rates averaged 10% lower than they were during the year ended December 31, 2023, the impact to our interest
income from these investments would not be material. This amount was determined by applying the hypothetical interest rate
change to our average time deposits and money market funds invested.
In 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $600 million
of the then floating-rate Term Loan B related to the year 2021. In April 2022, we entered into an interest rate swap to hedge the
interest payments associated with $200 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023. In June
2022, we entered into an interest rate swap to hedge the interest payments associated with $150 million of the floating-rate 2022
Term Loan B-1 for the years 2022 and 2023. In February 2023, we entered into a forward-starting interest rate swap to hedge the
interest payments associated with $250 million of the floating-rate 2022 Term Loan B-1 for the year ended 2024. In June 2023,
we entered into an interest rate swap to hedge the interest payments associated with $250 million of the floating-rate 2022 Term
Loan B-2 for the periods through June 2026. We designated these swaps as cash flow hedges.
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.
Interest rate swaps outstanding at December 31, 2023 and matured during the years ended December 31, 2023, 2022
and 2021 are as follows:
Notional Amount
Interest Rate
Received
Designated as Hedging Instrument
Interest Rate Paid
Effective Date
Maturity Date
$600 million
$200 million
$150 million
$250 million
$250 million
1 month LIBOR(1)
1 month SOFR(2)
1 month SOFR(2)
1 month SOFR(2)
1 month SOFR(2)
2.81%
1.71%(3)
2.79%(4)
4.72%
3.88%
December 31, 2020
April 30, 2022
June 30, 2022
June 30, 2023
December 31, 2023
December 31, 2021
December 31, 2023
December 31, 2023
June 30, 2026
December 31, 2024
(1)
(1)
(2)
(3)
(4)
____________________
Subject to a 0% floor.
Subject to a 0.5% floor.
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.
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.
49
Since outstanding balances under our senior secured credit facilities incur interest at rates based on SOFR, subject to an
applicable floor, increases in short-term interest rates would impact our interest expense. If our mix of interest rate-sensitive
assets and liabilities changes significantly, we may enter into additional derivative transactions to manage our net interest rate
exposure. The fair value of these interest rate swaps was a net liability of $2 million as of December 31, 2023 and a net asset of
$5 million as of December 31, 2022.
The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to the geopolitical
conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022 and 2023, we
refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest
expense. We may decide to further refinance portions of our debt in 2024 and 2025 which, at current interest rates, could
negatively impact our interest expense. Although interest rate increases have recently moderated, they continue to remain
volatile, which could drive higher funding costs. Currently approximately 45% of our debt, net of cash and hedging impacts from
interest rates swaps, is variable and impacted by changes in interest rates. Excluding the impact of the Senior Secured Term
Loan due in 2028, approximately 28% of our debt is variable. See “Risk Factors—We are exposed to interest rate fluctuations.
Foreign Currency Risk
We conduct various operations outside the United States, primarily in Asia Pacific, Europe and Latin America. Our foreign
currency risk is primarily associated with operating expenses. During the year ended December 31, 2023, foreign currency
operations included $193 million of revenue and $613 million of operating expenses, representing approximately 7% and 21% of
our total revenue and operating expenses, respectively. During the year ended December 31, 2022, foreign currency operations
included $169 million of revenue and $517 million of operating expenses, representing approximately 7% and 18% of our total
revenue and operating expenses, respectively. During the year ended December 31, 2021, foreign currency operations included
$158 million of revenue and $446 million of operating expenses, representing approximately 9% and 19% of our total revenue
and operating expenses, respectively.
The principal foreign currencies involved include the Euro, the Indian Rupee, the British Pound Sterling, the Australian
Dollar, the Polish Zloty, and the Singapore Dollar. Our most significant foreign currency denominated operating expenses is in
the Euro, which comprised approximately 7% and 5% of our operating expenses for the years ended December 31, 2023 and
2022, respectively. In recent years, exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly
and may continue to do so in the future. During times of volatile currency movements, this risk can impact our earnings.
Additionally, approximately 32% of our exposure in foreign currency operating expenses is naturally hedged by foreign currency
cash receipts associated with foreign currency revenue.
Due to the impacts of the uncertain economic environment on our foreign currency exposures, we have paused entering
into new cash flow hedges of forecasted foreign currency cash flows until we have more clarity. As a result, as of December 31,
2023, we have no unsettled forward contracts and have not entered into any foreign currency forward contracts for 2023.
We are also exposed to foreign currency fluctuations through the translation of the financial condition and results of
operations of our foreign operations into U.S. dollars in consolidation. These gains and losses are recognized as a component of
accumulated other comprehensive loss and is included in stockholders’ (deficit) equity. We recognized net translation gain in
other comprehensive income (loss) of $4 million for the year ended December 31, 2023, and net translation losses in other
comprehensive income (loss) of $1 million and $7 million for the years ended December 31, 2022 and 2021, respectively.
Credit Risk
Our customers are primarily located in the United States, Canada, Europe, Latin America and Asia, and are concentrated
in the travel industry.
We generate a significant portion of our revenues and corresponding accounts receivable from services provided to the
commercial air travel
industry. Our other accounts receivable are generally due from other participants in the travel and
transportation industry. As of December 31, 2023 and 2022, approximately $217 million, or 76%, and $222 million, or 83%,
respectively, of our trade accounts receivable were attributable to services provided to the commercial air travel industry and
travel agency customers. Substantially all of our accounts receivable represents trade balances. We generally do not require
from our customers as a condition of sale. See “Risk Factors—Our travel supplier customers may
security or collateral
experience financial
instability or consolidation, pursue cost reductions, change their distribution model or undergo other
changes.”
We regularly monitor the financial condition of the air transportation industry. We believe the credit risk related to the air
carriers’ difficulties is significantly mitigated by the fact that we collect a significant portion of the receivables from these carriers
through clearing houses, such as the Airline Clearing House (“ACH”).
As of December 31, 2023, 2022 and 2021, approximately 53%, 48%, and 53%, respectively, of our air customers make
payments through the ACH, or other similar clearing houses, which accounts for approximately 82%, 82% and 82%, respectively,
of transaction revenue related to air customers. ACH requires participants to deposit certain balances into their demand deposit
accounts by certain deadlines, which facilitates a timely settlement process. For these carriers, we believe the use of ACH
mitigates our credit risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through
the ACH or other similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit
risk through our normal reserve policies.
50
Inflation
An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, as a result of general macroeconomic
factors, could have a material adverse impact on our operations, results of operations, liquidity or cash flows. See Item 7,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Affecting our Results—
Technology transformation and investments in modernizing our architecture” and “Risk Factors—Our business could be harmed
by adverse global and regional economic and political conditions."
51
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Financial Statements and Supplementary Data
Consolidated Financial Statements:
Reports of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Other Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Deficit for the Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements
Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts as of December 31, 2023, 2022 and 2021
53
56
57
58
59
60
61
113
52
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sabre Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Sabre Corporation (the Company) as of December 31, 2023
and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' deficit and cash flows for each
of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the
Index at Item 15 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
the financial
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that
were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit
matters or on the accounts or disclosures to which they relate.
Description of the Matter
Measurement of IT Solutions Revenue
As discussed in Note 2 of the financial statements, the Company recognized $585 million of
IT Solutions revenue.
IT Solutions customer agreements are long-term contracts that
frequently contain multiple performance obligations. Judgment exists in determining which
performance obligations are distinct and accounted for separately. These contracts also
tiered pricing, contractual minimums or
contain variable consideration in the form of
discounts. Judgment exists in estimating the total contract consideration and allocating
amounts to each distinct performance obligation. Contracts with variable consideration may
require forecasts over the term of the contract to determine the appropriate rate used to
recognize revenue.
Auditing management’s recognition of IT Solutions revenue was complex and involved a high
degree of
judgments and estimates
required to identify the distinct performance obligations, estimate and allocate contract
consideration, and determine the rate used to recognize revenue.
the significant management
judgment because of
53
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness
of internal controls related to the Company’s process for recognizing IT Solutions revenue,
judgments and estimates used in the
including management’s review of
identification of distinct performance obligations, the estimation and allocation of amounts to
each performance obligation, and the determination of the rate used to recognize revenue.
the significant
Our audit procedures included, among others, testing management’s identification of the
distinct performance obligations based on terms in the contracts and the Company’s policies.
Our procedures also included testing the judgments and estimates used to determine the rate
to recognize revenue based on the contractual minimums, tiered pricing and other discounts,
and current economic conditions. To test the calculation of the amount of consideration
allocated to each distinct performance obligation, we performed procedures to test
management’s judgments and assumptions related to the allocation of consideration to each
distinct performance obligation. Our procedures included an evaluation of the significant
assumptions and the accuracy and completeness of
the underlying data used in
management’s calculation of revenue recognized. We have also evaluated the adequacy of
the Company’s IT Solutions revenue disclosures included in Note 2 in relation to these
revenue recognition matters.
Uncertain Tax Positions
Description of the Matter
jurisdictions, and its income tax returns are subject
As discussed in Note 8 of the financial statements, the Company operates in the United
States and multiple international
to
examination by tax authorities in those jurisdictions who may challenge income tax positions
on these returns. Uncertainty in a tax position may arise because tax laws are subject to
interpretation. The Company uses significant judgment in (1) determining whether, based on
the technical merits, a tax position is more likely than not to be sustained and (2) measuring
the amount of
the
Company accrued liabilities of $61 million for uncertain tax positions, including penalties and
interest.
that qualifies for recognition. As of December 31, 2023,
tax benefit
Auditing management’s estimate of the amount of tax benefit that qualifies for recognition
involved auditor judgment and use of tax professionals with specialized skills and knowledge
to evaluate the Company’s interpretation of, and compliance with, tax laws and legal rulings
across its multiple subsidiaries located in multiple taxing jurisdictions.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness
of controls over the Company’s accounting process for uncertain tax positions. For example,
we tested controls over the Company’s assessment of the technical merits of tax positions
and management’s process to measure the benefit of those tax positions.
Among other procedures performed, we involved our tax professionals to assess the
technical merits of the Company’s tax positions. This included assessing the Company’s
correspondence with the relevant tax authorities and evaluating income tax opinions or other
third-party advice obtained by the Company. We also evaluated the appropriateness of the
Company’s accounting for its tax positions taking into consideration relevant information, local
income tax laws, and legal rulings. We analyzed the Company’s assumptions and data used
to determine the amount of
the
calculations. We have also evaluated the adequacy of the Company’s income tax disclosures
included in Note 8 in relation to these tax matters.
to recognize and tested the accuracy of
tax benefit
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1993.
Dallas, Texas
February 15, 2024
54
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Sabre Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Sabre Corporation’s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Sabre Corporation (the Company) maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated
statements of operations, comprehensive loss, stockholders' deficit and cash flows for each of the three years in the period
ended December 31, 2023, and the related notes and financial statement schedule listed in the Index at Item 15, and our report
dated February 15, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management
is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk,
and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of
transactions are recorded as necessary to permit
preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
the company; (2) provide reasonable assurance that
the assets of
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Dallas, Texas
February 15, 2024
55
SABRE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Year Ended December 31,
2023
2021
2022
$ 2,907,738 $ 2,537,015 $ 1,688,875
691,451
1,052,833
610,078
(665,487)
1,040,819
1,096,097
661,159
(261,060)
1,189,606
1,036,596
634,393
47,143
(447,878)
(108,577)
2,042
13,751
(540,662)
(493,519)
34,729
(528,248)
308
(527,940)
(295,231)
(4,473)
686
136,645
(162,373)
(423,433)
8,666
(432,099)
(679)
(432,778)
(332)
(527,608)
14,257
(541,865) $
2,670
(435,448)
21,385
(456,833) $
(257,818)
(13,070)
(264)
(1,748)
(272,900)
(938,387)
(14,612)
(923,775)
(2,532)
(926,307)
2,162
(928,469)
21,602
(950,071)
(1.56) $
—
(1.56) $
(1.56) $
—
(1.56) $
(1.40) $
—
(1.40) $
(1.40) $
—
(1.40) $
(2.95)
(0.01)
(2.96)
(2.95)
(0.01)
(2.96)
346,567
346,567
326,742
326,742
320,922
320,922
$
$
$
$
$
Revenue
Cost of revenue, excluding technology costs
Technology costs
Selling, general and administrative
Operating income (loss)
Other expense:
Interest expense, net
Loss on extinguishment of debt
Equity method income (loss)
Other, net
Total other expense, net
Loss from continuing operations before income taxes
Provision (benefit) for income taxes
Loss from continuing operations
Income (loss) from discontinued operations, net of tax
Net loss
Net (loss) income attributable to noncontrolling interests
Net loss attributable to Sabre Corporation
Preferred stock dividends
Net loss attributable to common stockholders
Basic net loss per share attributable to common stockholders:
Loss from continuing operations
Loss from discontinued operations
Net loss per common share
Diluted net loss per share attributable to common stockholders:
Loss from continuing operations
Loss from discontinued operations
Net loss per common share
Weighted-average common shares outstanding:
Basic
Diluted
See Notes to Consolidated Financial Statements.
56
SABRE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
Net loss
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments ("CTA")
Retirement-related benefit plans:
Net actuarial (loss) gain, net of taxes of $8, $(490) and $(517)
Pension settlement, net of taxes of $—, $(691), $—
Amortization of prior service credits, net of taxes of $—, $96 and $—
Amortization of actuarial losses, net of taxes of $—, $— and $—
Net change in retirement-related benefit plans, net of tax
Derivatives:
Year Ended December 31,
2022
2023
2021
$ (527,940) $ (432,778) $ (926,307)
3,890
(1,024)
(7,223)
(5,179)
—
(1,432)
2,302
(4,309)
(136)
6,016
(1,337)
6,484
11,027
36,742
7,529
(1,432)
7,985
50,824
Unrealized (losses) gains, net of taxes of $—, $(406) and $26
(794)
5,658
(134)
(6,652)
(7,446)
(326)
(8,191)
(1,082)
4,576
(23)
14,556
12,805
12,671
(602)
55,670
(536,131)
(418,222)
(870,637)
332
(2,162)
$ (535,799) $ (420,892) $ (872,799)
(2,670)
Reclassification adjustment for realized (gains) losses, net of taxes of $—, $78 and
$(3,670)
Net change in derivatives, net of tax
Share of other comprehensive loss of equity method investments
Other comprehensive (loss) income
Comprehensive loss
Less: Comprehensive loss (income) attributable to noncontrolling interests
Comprehensive loss attributable to Sabre Corporation
See Notes to Consolidated Financial Statements.
57
SABRE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
December 31,
2023
2022
$
648,207 $
21,037
343,436
145,911
1,158,591
233,677
22,343
2,554,039
214,190
161,913
10,201
317,240
$ 4,672,194
794,888
21,035
353,587
191,979
1,361,489
229,419
22,401
2,542,087
238,756
171,498
38,892
358,333
$ 4,962,875
$
231,767 $
135,620
237,421
108,256
197,609
4,040
914,713
30,745
258,719
4,829,461
171,068
122,022
218,761
66,503
213,737
23,480
815,571
38,629
264,411
4,717,091
14,375
—
—
33
4,059
3,534
3,249,901
3,198,580
(520,124)
(514,215)
(4,048,393)
(73,922)
12,660
(3,506,528)
(65,731)
11,500
(1,375,819)
$ 4,672,194
(872,827)
$ 4,962,875
Assets
Current assets
Cash and cash equivalents
Restricted cash
Accounts receivable, net
Prepaid expenses and other current assets
Total current assets
Property and equipment, net of accumulated depreciation
Equity method investments
Goodwill
Acquired customer relationships, net of accumulated amortization
Other intangible assets, net of accumulated amortization
Deferred income taxes
Other assets, net
Total assets
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable
Accrued compensation and related benefits
Accrued subscriber incentives
Deferred revenues
Other accrued liabilities
Current portion of debt
Total current liabilities
Deferred income taxes
Other noncurrent liabilities
Long-term debt
Commitments and contingencies (Note 17)
Redeemable noncontrolling interests
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: $0.01 par value; 1,000,000 authorized shares; 405,915 and 353,436 shares
issued, 379,569 and 328,542 shares outstanding at December 31, 2023 and 2022,
respectively
Additional paid-in capital
Treasury stock, at cost, 26,346 and 24,895 shares at December 31, 2023 and 2022,
respectively
Accumulated deficit
Accumulated other comprehensive loss
Noncontrolling interest
Total stockholders’ deficit
Total liabilities and stockholders’ deficit
See Notes to Consolidated Financial Statements.
58
SABRE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Operating Activities
Net loss
Adjustments to reconcile net loss to cash used in operating activities:
Year Ended December 31,
2023
2022
2021
$
(527,940)
$
(432,778)
$
(926,307)
Depreciation and amortization
Loss on extinguishment of debt
Paid-in-kind interest
Stock-based compensation expense
Amortization of upfront incentive consideration
Amortization of debt discount and issuance costs
Deferred income taxes
Provision for expected credit losses
Other
Loss on fair value of investment
(Income) loss from discontinued operations
Gain on sale of assets and investments
Pension settlement charge
Impairment and related charges
Debt modification costs
Gain on loan converted to equity
Changes in operating assets and liabilities:
Accounts and other receivables
Prepaid expenses and other current assets
Capitalized implementation costs
Upfront incentive consideration
Other assets
Accrued compensation and related benefits
Accounts payable and other accrued liabilities
Deferred revenue including upfront solution fees
Cash provided by (used in) operating activities
Investing Activities
Additions to property and equipment
Acquisitions, net of cash acquired
Purchase of investments
Other investing activities
Proceeds from disposition of investments and assets
Cash (used in) provided by investing activities
Financing Activities
Payments on borrowings from lenders
Proceeds of borrowings from lenders
Proceeds from borrowings under AR Facility
Debt prepayment fees and issuance costs
Payments on borrowings under AR Facility
Dividends paid on preferred stock
Proceeds from sale of redeemable shares in subsidiary
Net payment on the settlement of equity-based awards
Other financing activities
Payment for settlement of exchangeable notes
Cash used in financing activities
Cash Flows from Discontinued Operations
Cash used in operating activities
Cash used in discontinued operations
Effect of exchange rate changes on cash, cash equivalents and restricted cash
Decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of period
Cash, cash equivalents and restricted cash at end of period
Cash payments for income taxes
Cash payments for interest
Capitalized interest
Non-cash additions to property and equipment
See Notes to Consolidated Financial Statements.
59
148,676
108,577
53,859
52,015
34,833
22,743
22,287
5,872
(3,261)
2,400
(308)
—
—
—
—
—
(1,454)
51,506
(8,862)
(13,942)
(3,960)
487
60,527
52,184
56,239
(87,423)
(12,021)
(11,200)
664
—
(109,980)
184,633
4,473
—
82,872
44,086
16,026
(17,306)
(285)
5,732
26,000
679
(180,081)
6,707
5,146
4,905
(3,568)
(122,288)
(22,431)
(12,577)
(12,113)
42,039
(11,857)
131,034
(15,506)
262,185
13,070
—
120,892
57,570
11,984
(27,515)
(7,788)
4,701
—
2,532
(14,532)
7,529
—
2,435
—
(17,881)
5,837
(19,027)
(5,980)
(1,838)
51,652
70,346
(4,519)
(276,458)
(414,654)
(69,494)
(68,797)
(80,000)
—
392,268
173,977
(54,302)
—
—
—
24,874
(29,428)
(1,573,729)
1,530,473
(1,822,661)
1,818,581
(1,061,050)
1,070,380
218,600
(159,589)
(108,600)
(16,039)
16,000
(5,535)
4,200
—
(94,219)
(425)
(425)
1,706
—
(33,489)
—
(21,385)
—
(16,084)
(332)
—
(75,370)
(3,259)
(3,259)
(2,358)
(146,679)
(183,468)
815,923
669,244
24,332
394,539
5,740
$
$
$
$
— $
999,391
815,923
15,620
286,139
2,232
3,025
$
$
$
$
$
$
$
$
$
$
—
(12,194)
—
(21,629)
—
(22,682)
(843)
(2,540)
(50,558)
(3,498)
(3,498)
(2,136)
(500,274)
1,499,665
999,391
14,659
246,933
1,599
2,678
SABRE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
Preferred Stock
Common Stock
Shares
Amount
Shares
Amount
Additional
Paid in
Capital
Treasury Stock
Shares
Amount
Retained
Earnings
(Deficit)
Accumulated
Other
Comprehensiv
e
Income (Loss)
Noncontrolling
Interest
Total
Stockholders'
Deficit
Stockholders’ Equity (Deficit)
Balance at December 31, 2020
3,340,000
$
33
338,661,960
$
3,387
$2,985,077
21,365,227
$ (474,790)
$ (2,099,624)
$
(135,957)
$
7,028
$
285,154
Comprehensive loss
Preferred stock dividends(1)
—
—
Conversion from preferred stock to
common stock
(50,000)
Settlement of stock-based awards
Stock-based compensation expense
Settlement of exchangeable notes
Issuance of common stock upon
conversion of exchangeable notes
—
—
—
—
Balance at December 31, 2021
3,290,000
Comprehensive loss
Preferred stock dividend(1)
Settlement of stock-based awards
Stock-based compensation expense
Other
—
—
—
—
—
—
—
—
—
—
—
—
33
—
—
—
—
—
—
—
595,240
5,903,724
—
—
1,269,497
—
—
6
59
—
—
12
—
—
—
—
—
—
—
—
—
717
1,564,441
(23,351)
120,892
(780)
9,813
—
—
—
—
—
—
(928,469)
(21,602)
—
—
—
—
—
346,430,421
3,464
3,115,719
22,929,668
(498,141)
(3,049,695)
—
—
7,006,082
—
—
—
—
70
—
—
—
—
—
—
—
—
(435,448)
(21,385)
(11)
1,965,330
(16,074)
82,872
—
—
—
—
—
—
—
—
55,670
2,162
(870,637)
—
—
—
—
—
—
(80,287)
14,556
—
—
—
—
—
—
—
—
—
—
9,190
2,670
—
—
—
(360)
(21,602)
6
(22,575)
120,892
(780)
9,825
(499,717)
(418,222)
(21,385)
(16,015)
82,872
(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)
Comprehensive loss
Preferred stock dividend(1)
Conversion of preferred stock to
common stock
Settlement of stock-based awards
Stock-based compensation expense
Other
—
—
—
—
—
—
(3,290,000)
(33)
46,999,367
—
—
—
5,478,793
—
—
—
—
—
—
470
55
—
—
—
(437)
—
—
—
—
—
—
375
1,450,686
(5,909)
52,015
(632)
—
—
—
—
(527,608)
(14,257)
—
—
—
—
(65,731)
(8,191)
11,500
(872,827)
1,160
(534,639)
—
—
—
—
—
—
—
—
—
—
(14,257)
—
(5,479)
52,015
(632)
Balance at December 31, 2023
— $
— 405,914,663
$
4,059
$3,249,901
26,345,684
$ (520,124)
$ (4,048,393)
$
(73,922)
$
12,660
$ (1,375,819)
(1) Our mandatory convertible preferred stock accumulated cumulative dividends at an annual rate of 6.50%.
See Notes to Consolidated Financial Statements.
60
SABRE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of Business and Significant Accounting Policies
Description of Business
Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired
Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL
Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or
indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the
“Company,” “we,” “our,” “ours,” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or
the context otherwise requires.
At Sabre, we make travel happen. We are a technology company that operates through two business segments: (i) Travel
Solutions, our global travel marketplace for travel suppliers and travel buyers, a broad portfolio of software technology products
and solutions for airlines and other travel suppliers, and (ii) Hospitality Solutions, an extensive suite of leading software solutions
for hoteliers.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in
the United States (“GAAP”). We consolidate all majority-owned subsidiaries and companies over which we exercise control
through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements
or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after
elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables
in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the
notes reference results from continuing operations unless otherwise indicated.
The preparation of these annual financial statements in conformity with GAAP requires that certain amounts be recorded
based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions.
Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and
multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets
and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of
loss contingencies.
Within our segments and results of operations, cost of revenue, excluding technology costs, primarily consists of costs
associated with the delivery and distribution of our products and services, including employee-related costs for our delivery,
customer operations and call center teams, transactional-related costs, including travel agency incentive consideration for
reservations made on our global distribution system ("GDS") for Travel Solutions and GDS transaction fees for Hospitality
Solutions, amortization of upfront
incentive consideration and depreciation and amortization associated with capitalized
implementation costs, and certain intangible assets. Corporate cost of revenue, excluding technology costs, includes certain
expenses such as stock-based compensation, restructuring charges and other items not identifiable with either of our segments.
Technology costs consist of expenses related to third-party providers and employee-related costs to operate technology
operations including data processing and hosting, third-party software, other costs associated with the maintenance and minor
enhancement of our technology, and depreciation and amortization associated with software developed for internal use that
supports our products, assets supporting our technology platform, businesses and systems and intangible assets related to
technology. Technology costs also include costs associated with our technology transformation efforts. Corporate technology
costs includes certain expenses such as stock-based compensation, restructuring charges and other items not identifiable with
either of our segments. Selling, general and administrative expenses consist of professional service fees, certain settlement
charges or reimbursements, costs to defend legal disputes, provision for expected credit
losses, other overhead costs,
personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account
management and who administratively support the business in finance, legal, human resources, information technology and
communications, and depreciation and amortization associated with property and equipment, acquired customer relationships,
trademarks and brand names.
Revenue Recognition
Travel Solutions and Hospitality Solutions’ revenue recognition is primarily driven by GDS and reservation system
transactions. Timing of revenue recognition is primarily based on the consistent provision of services in a stand-ready series
SaaS environment, and the amount of revenue recognized varies with the volume of transactions processed. Revenue is
recognized if it is not considered probable of reversal.
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of
account under Accounting Standards Codification ("ASC") 606. The transaction price is allocated to each performance obligation
and recognized as revenue when, or as, the performance obligation is satisfied. Most of our contracts for GDS services and
61
central reservation system (CRS) 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.
Our significant product and services and methods of recognition are as follows:
Stand-ready series revenue recognition
We recognize revenue from usage-based fees for the use of the software which represents a stand-ready performance
obligation. Variability in the usage-based fee that does not align with the value provided to the customer can result in a difference
between billings to the customer and the timing of contract performance and revenue recognition, which may result in the
recognition of a contract asset. This can result in a requirement to forecast expected usage-based fees and volumes over the
contract term in order to determine the rate for revenue recognition. This variable consideration is constrained if there is an
inability to reliably forecast this revenue or if future reversal is considered probable. Additionally, we may occasionally recognize
revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes
in estimates of the transaction price, including any changes to our assessment of whether an estimate of variable consideration
is constrained.
Travel Solutions—Travel Solutions generates distribution revenue for bookings made through our GDS (e.g., Air, and
Lodging, Ground and Sea ("LGS")). GDS services link and engage transactions between travel agents and travel suppliers.
Revenue is generated from contracts with the travel suppliers as each booking is made or transaction occurs and represents a
stand-ready series performance obligation where our systems perform the same service each day for the customer, based on
the customer’s level of usage. Distribution revenue associated with car rental, hotel transactions and other travel providers is
recognized at the time the reservation is used by the customer. Distribution revenue associated with airline travel reservations is
recognized at the time of booking of the reservation, net of estimated future cancellations. Cancellations prior to the day of
departure are estimated based on historical and expected levels of cancellation rates, adjusted to take into account any recent
factors which could cause a change in those rates.
Travel Solutions also generates IT Solutions revenue from its product offerings including reservation systems for full-
service and low-cost carriers, commercial and operations products, agency solutions and booking data. Reservation system
revenue is primarily generated based on the number of passengers boarded. Generally, customers are charged a fixed, upfront
solutions fee and a recurring usage-based fee for the use of the software in a stand-ready series performance obligation. In the
context of both our reservation systems and our commercial and operations products, upfront solutions fees are recognized
primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution.
Hospitality Solutions—Hospitality Solutions provides technology solutions and other professional services, through SaaS
and hosted delivery models, to hoteliers around the world. Generally, customers are charged an upfront solutions fee and a
recurring usage-based fee for the use of the software, which represents a stand-ready series performance obligation where our
systems perform the same service each day for the customer, based on the customer’s level of usage. Upfront solutions fees are
recognized primarily on a straight-line basis over the relevant contract term, upon cut-over of the primary SaaS solution.
Contract Assets and Deferred Customer Advances and Discounts
Deferred customer advances and discounts are amortized against revenue in future periods as the related revenue is
earned. Our contract assets include revenue recognized for services already transferred to a customer, for which the fulfillment
of another contractual performance obligation is required, before we have the unconditional right to bill and collect based on
contract terms. Contract assets and deferred customer advances and discounts are reviewed for recoverability on a periodic
basis based on a review of impairment indicators, future contracted revenues and estimated direct costs of the contract when a
significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early
renewal of contract terms. For the years ended December 31, 2023, 2022 and 2021, we did not impair any of these assets as a
result of the related contract becoming uncollectible, modified or canceled. Contracts are priced to generate total revenues over
the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the
customer contract.
Other revenue recognition patterns
Travel Solutions also provides other services including development labor or professional consulting. These services can
be sold separately or with other products and services, and Travel Solutions may bundle multiple technology solutions in one
arrangement with these other services. Revenue from other services consisting of development services that represent minor
configuration or professional consulting is generally recognized over the period the services are performed or upon completed
delivery.
Travel Solutions also directly licenses certain software to its customers where the customer obtains on-site control of the
license. Revenue from software license fees is recognized when the customer gains control of the software enabling them to
directly use the software and obtain substantially all of the remaining benefits. Fees for ongoing software maintenance are
recognized ratably over the life of the contract. Under these arrangements, often we are entitled to minimum fees which are
collected over the term of the agreement, while the revenue from the license is recognized at the point when the customer gains
control, which results in current and long-term unbilled receivables for these arrangements.
62
Variability in the amounts billed to the customer and revenue recognized coincides with the customer’s level of usage with
the exception of upfront solution fees, non-usage based variable consideration, license and maintenance agreements and other
services including development labor and professional consulting. Contracts with the same customer which are entered into at or
around the same period are analyzed for revenue recognition purposes on a combined basis across our businesses which can
impact timing of revenue recognition.
For contracts with multiple performance obligations, we account for separate performance obligations on an individual
basis with value assigned to each performance obligation based on our best estimate of relative standalone selling price ("SSP").
Judgment is required to determine the SSP for each distinct performance obligation. SSP is assessed annually using a historical
analysis of contracts with customers executed in the most recently completed calendar year to determine the range of selling
prices applicable to a distinct good or service. In making these judgments, we analyze various factors, including discounting
practices, price lists, contract prices, value differentiators, customer segmentation and overall market and economic conditions.
Based on these results, the estimated SSP is set for each distinct product or service delivered to customers. As our market
strategies evolve, we may modify pricing practices in the future which could result in changes to SSP.
Revenue recognition from our Travel Solutions business requires significant
judgments such as identifying distinct
performance obligations including estimating the total contract consideration and allocating amounts to each distinct
performance obligation, determining whether variable pricing within a contract meets the allocation objective, assessing revenue
for constraint and forecasting future volumes. For a small number of our contracts, we are required to forecast volumes as a
result of pricing variability within the contract in order to calculate the rate for revenue recognition. Any changes in these
judgments and estimates could have an impact on the revenue recognized in future periods.
We evaluate whether it is appropriate to record the gross amount of our revenues and related costs by considering
whether the entity is a principal (gross presentation) or an agent (net presentation) by evaluating the nature of our promise to the
customer. We report revenue net of any revenue-based taxes assessed by governmental authorities that are imposed on and
concurrent with specific revenue producing transactions.
Incentive Consideration
Certain service contracts with significant
travel agency customers contain booking productivity clauses and other
provisions that allow travel agency customers to receive cash payments or other consideration. We establish liabilities for these
commitments and recognize the related expense as these travel agencies earn incentive consideration based on the applicable
contractual terms. Periodically, we make cash payments to these travel agencies at inception or modification of a service
contract which are capitalized and amortized to cost of revenue, excluding technology costs over the expected life of the service
contract, which is generally three to ten years. Deferred charges related to such contracts are recorded in other assets, net on
the consolidated balance sheets. The service contracts are priced so that the additional airline and other booking fees generated
over the life of the contract will exceed the cost of the incentive consideration provided. Incentive consideration paid to the travel
agency represents a commission paid to the travel agency for booking travel on our GDS. Similar to the revenue cancellation
reserve, we record a reduction to incentive expense within cost of revenue, excluding technology costs for amounts considered
probable of recovery from travel agencies for incentives previously paid on cancelled bookings.
Advertising Costs
Advertising costs are expensed as incurred. Advertising costs incurred by our continuing operations totaled $11 million,
$10 million and $4 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Cash and Cash Equivalents
We classify all highly liquid instruments, including money market
funds and money market securities with original
maturities of three months or less, as cash equivalents.
Restricted Cash
Restricted cash primarily includes $21 million of cash collateral for standby letters of credit associated with guarantees
related to our bilateral letter of credit facility issued in conjunction with our Senior Secured Credit Facility. See Note 10. Debt for
additional information.
Allowance for Credit Losses and Concentration of Credit Risk
We are exposed to credit losses primarily through our sales of services provided to participants in the travel and
transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology
used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify
airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns
unique to each and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our
receivables related to each.
63
The majority of our receivables are trade receivables due in less than one year. In addition to our short-term trade and
unbilled receivables, our receivables also include contract assets and long-term trade unbilled receivables. See Note 2. Revenue
from Contracts with Customers for more information about these financial assets. Contract assets and long-term receivables are
reviewed for recoverability on a periodic basis based on a review of subjective factors and trends in collection data including the
aging of our trade receivable balances with these customers and expectations of future global economic growth. Our credit risk is
mitigated with carriers who use the Airline Clearing House or other similar clearing houses (“ACH”) and other similar clearing
houses, as ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which
facilitates a timely settlement process. For those carriers from which we do not collect payments through the ACH, our credit risk
is higher. We monitor our ongoing credit exposure for these carriers through active review of customer balances against contract
terms and due dates with account management. Our activities include established collection processes, account reconciliations,
dispute resolution and payment confirmations. We may employ collection agencies and legal counsel to pursue recovery of
defaulted receivables. We generally do not require security or collateral from our customers as a condition of sale.
We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware
of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to
us or others, we specifically provide for credit losses against amounts due to reduce the recorded receivable to the amount we
reasonably determine will be collected. For all other customers, we record reserves for receivables,
including unbilled
receivables and contract assets, based on historical experience and the length of time the receivables are past due. The
estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-
specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of
our receivables.
Receivables are considered to be delinquent when contractual payment terms are exceeded. All receivables aged over
twelve months are fully reserved. Receivables are written off against the allowance when it is probable that all remaining
contractual payments will not be collected as evidenced by factors such as the extended age of the balance, the exhaustion of
collection efforts, and the lack of ongoing contact or billing with the customer.
We maintained an allowance for credit losses of approximately $34 million, $39 million and $60 million at December 31,
2023, 2022 and 2021, respectively. See Note 9. Credit Losses for further considerations involved in the development of this
estimate.
Derivative Financial Instruments
We recognize all derivatives on the consolidated balance sheets at fair value and do not offset fair value amounts
recognized for derivative instruments executed with the same counterparty under a master netting arrangement. If the derivative
is designated as a hedge, depending on the nature of the hedge, changes in the fair value of derivatives are offset against the
change in fair value of the hedged item through earnings (a “fair value hedge”) or recognized in other comprehensive income
(loss) until the hedged item is recognized in earnings (a “cash flow hedge”). For derivative instruments not designated as
hedging instruments, the gain or loss resulting from the change in fair value is recognized in current earnings during the period of
change. No hedging ineffectiveness was recorded in earnings during the periods presented.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization, which is calculated on the
straight-line basis. Our depreciation and amortization policies are as follows:
Buildings
Leasehold improvements
Furniture and fixtures
Equipment, general office and computer
Software developed for internal use
Lesser of lease term or 35 years
Lesser of lease term or useful life
5 to 15 years
3 to 5 years
3 to 5 years
We capitalize certain costs related to our infrastructure, software applications and reservation systems in accordance with
GAAP on software developed for internal use. Capitalizable costs consist of (a) certain external direct costs of materials and
services incurred in developing or obtaining internal use computer software and (b) payroll and payroll related costs for
employees who are directly associated with and who devote time to our GDS and SaaS-related development projects. Costs
incurred during the preliminary project stage or costs incurred for data conversion activities and training, maintenance and
general and administrative or overhead costs are expensed as incurred. Costs that cannot be separated between maintenance
of, and relatively minor upgrades and enhancements to, internal use software are also expensed as incurred. See Note 7.
Balance Sheet Components,
in our consolidated balance sheets.
Depreciation and amortization of property and equipment totaled $79 million, $90 million and $154 million for the years ended
December 31, 2023, 2022 and 2021, respectively. Amortization of software developed for internal use totaled $66 million,
$74 million and $132 million for the years ended December 31, 2023, 2022 and 2021, respectively. During the years ended
December 31, 2023, 2022 and 2021, we capitalized $77 million, $64 million, and $39 million, respectively, related to software
developed for internal use.
for amounts capitalized as property and equipment
We also evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes
in circumstances indicate that the carrying amount of the assets used in combination to generate cash flows largely independent
64
of other assets may not be recoverable. We did not record any property and equipment impairment charges for the years ended
December 31, 2023 and 2022.
Leases
We lease certain facilities under long term operating leases. We determine if an arrangement is a lease at inception. We
evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. Operating lease
assets are included in operating lease right-of-use (“ROU”) assets within other assets, net and operating lease liabilities are
included in other current liabilities and other noncurrent liabilities in our consolidated balance sheets. Finance lease assets are
included in property and equipment with associated liabilities included in current portion of debt and long-term debt in our
consolidated balance sheets.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation
to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at
the
commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide
an implicit rate, we use our internal borrowing rate for leases with a lease term of less than or equal to five years. For leases with
a lease term greater than five years, we use our incremental borrowing rate based on the estimated rate of interest for corporate
bond borrowings over a similar term of the lease payments. Certain of our lease agreements contain renewal options, early
termination options and/or payment escalations based on fixed annual increases, local consumer price index changes or market
rental reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight-line basis over the
term of the lease.
Business Combinations
Business combinations are accounted for under the acquisition method of accounting. Under this method, the assets
acquired and liabilities assumed are recognized at their respective fair values as of the date of acquisition. The excess, if any, of
the acquisition price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. For significant
acquisitions, we utilize third-party appraisal firms to assist us in determining the fair values for certain assets acquired and
liabilities assumed. The measurement of these fair values requires us to make significant estimates and assumptions which are
inherently uncertain.
Adjustments to the fair values of assets acquired and liabilities assumed are made until we obtain all relevant information
regarding the facts and circumstances that existed as of the acquisition date (the “measurement period”), not to exceed one year
from the date of the acquisition. We recognize measurement-period adjustments in the period in which we determine the
amounts, including the effect on earnings of any amounts we would have recorded in previous periods if the accounting had
been completed at the acquisition date.
Business Divestitures
We periodically divest assets that we do not consider core to our business strategy. The carrying value of the net assets
held for sale are compared to their fair value, less cost to sell, and any initial adjustments of the carrying value to fair value, less
cost to sell are recorded when the held for sale criteria are met. Gains or losses associated with the disposal of assets held for
sale are recorded within other operating costs. When the net assets constitute a business, we allocate a portion of the goodwill
from the related reporting unit to the carrying value of the net assets held for sale. The amount of goodwill allocated is based on
the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained.
Goodwill and Intangible Assets
Goodwill is the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired in
business combinations. Goodwill is not amortized but is reviewed for impairment on an annual basis or more frequently if events
and circumstances indicate the carrying amount may not be recoverable. Definite-lived intangible assets are amortized on a
straight-line basis and assigned useful economic lives of two to thirty years, depending on classification. The useful economic
lives are evaluated on an annual basis.
We perform our annual goodwill
impairment assessment as of October 1 of each year and interim assessments as
required upon the identification of a triggering event. We begin with the qualitative assessment of whether it is more likely than
not that a reporting unit’s fair value is less than its carrying value before applying the quantitative assessment described below. If
it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, or if we decide
to bypass the qualitative assessment, we perform a quantitative assessment comparing the estimated fair value of the reporting
unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit. If the sum of
the carrying value of the assets and liabilities of a reporting unit exceeds the estimated fair value of that reporting unit, the
carrying value of the reporting unit’s goodwill is reduced to its fair value through an adjustment to the goodwill balance, resulting
in an impairment charge. We utilize third-party appraisal firms to assist us in determining the fair value of a reporting unit as part
of performing the quantitative assessment. We have two reporting units associated with our continuing operations: Travel
Solutions and Hospitality Solutions. We did not record any goodwill impairment charges for the years ended December 31, 2023,
2022 and 2021. See Note 6. Goodwill and Intangible Assets for additional information.
65
Definite-lived intangible assets are evaluated for impairment whenever events or changes in circumstances indicate that
the carrying amount of definite lived intangible assets used in combination to generate cash flows largely independent of other
assets may not be recoverable. If impairment indicators exist for definite-lived intangible assets, the undiscounted future cash
flows associated with the expected service potential of the assets are compared to the carrying value of the assets. If our
projection of undiscounted future cash flows is in excess of the carrying value of the intangible assets, no impairment charge is
recorded. If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are measured at fair
value and an impairment charge is recorded based on the excess of the carrying value of the assets to its fair value. We did not
intangible asset impairment charges for the years ended December 31, 2023, 2022 and 2021. See Note 6.
record material
Goodwill and Intangible Assets for additional information.
Equity Method Investments
We utilize the equity method to account for our interests in entities that we do not control but over which we exert
significant influence. We periodically evaluate investments accounted for under the equity method for impairment by reviewing
updated financial information provided by the investee, including valuation information from new financing transactions by the
investee and information relating to competitors of investees when available. We own voting interests in various national
marketing companies ranging from 20% to 49%, a voting interest of 40% in ESS Elektroniczne Systemy Spzedazy Sp. zo.o, and
a voting interest of 20% in Asiana Sabre, Inc. The carrying value of these equity method investments in joint ventures amounts to
$19 million as of December 31, 2023 and 2022.
Contract Acquisition Costs and Capitalized Implementation Costs
We incur contract acquisition costs related to new contracts with our customers in the form of sales commissions based
on estimated contract value for our Travel Solutions and Hospitality Solutions businesses. These costs are capitalized and
reviewed for impairment on an annual basis. We generally amortize these costs, and those for renewals, over the average
contract term for those businesses, excluding commissions on contracts with a term of one year or less, which are generally
expensed in the period earned and recorded within selling, general and administrative expenses.
We incur upfront costs to implement new customer contracts under our SaaS revenue model. We capitalize these costs,
including (a) certain external direct costs of materials and services incurred to implement a customer contract and (b) payroll and
payroll related costs for employees who are directly associated with and devote time to implementation activities. Capitalized
implementation costs are amortized on a straight-line basis over the related contract term, ranging from three to ten years, as
they are recoverable through deferred or future revenues associated with the relevant contract. These assets are reviewed for
recoverability on a periodic basis or when an event occurs that could impact the recoverability of the assets, such as a significant
contract modification or early renewal of contract terms. Recoverability is measured based on the future estimated revenue and
direct costs of the contract compared to the capitalized implementation costs. See Note 7. Balance Sheet Components and Note
2. Revenue from Contracts with Customers, for additional information. Amortization of capitalized implementation costs, included
in depreciation and amortization, totaled $23 million, $37 million and $35 million for the years ended December 31, 2023, 2022
and 2021, respectively.
66
Income Taxes
Deferred income tax assets and liabilities are determined based on differences between financial reporting and income
tax basis of assets and liabilities and are measured using the tax rates and laws enacted at the time of such determination. We
regularly review our deferred tax assets for recoverability and a valuation allowance is provided when it is more likely than not
that some portion, or all, of a deferred tax asset will not be realized. In assessing the need for a valuation allowance, we make
estimates and assumptions regarding projected future taxable income, the reversal of deferred tax liabilities and implementation
of tax planning strategies. We reassess these assumptions regularly which could cause an increase or decrease to the valuation
allowance, resulting in an increase or decrease in the effective tax rate, and could materially impact our results of operations.
We recognize liabilities when we determine a tax position is not more likely than not to be sustained upon examination by
the tax authorities. We use significant judgment in determining whether a tax position's technical merits are more likely than not
to be sustained and in measuring the amount of tax benefit that qualifies for recognition. For matters that are determined will
more likely than not be sustained, we measure the tax benefit as the largest amount which is more than 50% likely of being
realized upon ultimate settlement. We recognize penalties and interest accrued related to income taxes as a component of the
provision for income taxes. As the matters challenged by the taxing authorities are typically complex and open to subjective
interpretation, their ultimate outcome may differ from the amounts recognized.
We recognize liabilities, if any, related to global
low-taxed intangible income (“GILTI”) in the year in which the liability
arises and not as a deferred tax liability.
Pension and Other Postretirement Benefits
We recognize the funded status of our defined benefit pension plans and other postretirement benefit plans in our
consolidated balance sheets. The funded status is the difference between the fair value of plan assets and the benefit obligation
as of the balance sheet date. The fair value of plan assets represents the cumulative contributions made to fund the pension and
other postretirement benefit plans which are invested primarily in domestic and foreign equities and fixed income securities. The
benefit obligation of our pension and other postretirement benefit plans are actuarially determined using certain assumptions
approved by us. The benefit obligation is adjusted annually in the fourth quarter to reflect actuarial changes and may also be
adjusted upon the adoption of plan amendments. These adjustments are initially recorded in accumulated other comprehensive
income (loss) and are subsequently amortized over the life expectancy of the plan participants as a component of net periodic
benefit costs.
Equity-Based Compensation
We account for our stock awards and options by recognizing compensation expense, measured at the grant date based
on the fair value of the award, on a straight-line basis over the award vesting period, giving consideration as to whether the
amount of compensation cost recognized at any date is equal to the portion of grant date value that is vested at that date.
Compensation expense on stock awards subject to performance conditions, which is based on the quantity of awards we have
determined are probable of vesting, is recognized over the longer of the estimated performance goal attainment period or time
vesting period. We recognize equity-based compensation expense net of any actual forfeitures.
We measure the grant date fair value of stock option awards as calculated by the Black-Scholes option-pricing model
which requires certain subjective assumptions, including the expected term of the option, the expected volatility of our common
stock, risk-free interest rates and expected dividend yield. The expected term is estimated by using the “simplified method” which
is based on the midpoint between the vesting date and the expiration of the contractual term. We utilized the simplified method
due to the lack of sufficient historical experience under our current grant terms. The expected volatility is based on the historical
volatility of our stock price. The expected risk-free interest rates are based on the yields of U.S. Treasury securities with
maturities appropriate for the expected term of the stock options. The expected dividend yield was based on the calculated yield
on our common stock at the time of grant. For the year ended December 31, 2021, a zero expected dividend was used. No stock
options were granted during the year ended December 31, 2023 and 2022.
Foreign Currency
We remeasure foreign currency transactions into the relevant
functional currency and record the foreign currency
transaction gains or losses as a component of other, net in our consolidated statements of operations. We translate the financial
statements of our non-U.S. dollar functional currency foreign subsidiaries into U.S. dollars in consolidation and record the
translation gains or losses as a component of other comprehensive income (loss). Translation gains or losses of foreign
subsidiaries related to divested businesses are reclassified into earnings as a component of other, net in our consolidated
statements of operations once the liquidation of the respective foreign subsidiaries is substantially complete.
Adoption of New Accounting Standards
In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional
expedients and exceptions for applying U.S. GAAP to existing contracts, hedging relationships, and other transactions affected
by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued,
if certain criteria are met. This standard is effective for all entities upon issuance and is optional through December 31, 2024. We
elected the optional expedient in the second quarter of 2023 in connection with the SOFR Amendment (defined in Note 10. Debt
below), which did not have a material impact on our consolidated financial statements.
67
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.
2. Revenue from Contracts with Customers
Contract Balances
Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional
revenues, SaaS revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and
receipt of contract consideration may result in contract assets or contract liabilities.
The following table presents our assets and liabilities with customers as of December 31, 2023 and December 31, 2022
(in thousands):
Account
Consolidated Balance Sheet Location
December 31, 2023
December 31, 2022
Contract assets and customer advances
and discounts(1)
Prepaid expenses and other current assets
/ other assets, net
$
Trade and unbilled receivables, net
Accounts receivable, net
Long-term trade unbilled receivables, net Other assets, net
Contract liabilities
_______________________________
Deferred revenues / other noncurrent
liabilities
(1) Includes contract assets of $11 million and $12 million for December 31, 2023 and 2022.
42,029 $
341,362
20,265
55,473
352,214
16,129
166,911
115,151
During the year ended December 31, 2023, we recognized revenue of approximately $28 million from contract liabilities
that existed as of January 1, 2023. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the
contractual period and recognized when the customer gains control of the software. During the year ended December 31, 2022,
we recorded an impairment of $5 million on our unbilled receivables due to the expected impact of Russian legislation and
related regulations enacted during the year on the future recoverability of these assets. We evaluate collectability of our accounts
receivable based on a combination of factors and record reserves as described further in Note 9. Credit Losses.
Revenue
The following table presents our revenues disaggregated by business (in thousands):
Distribution
IT Solutions(1)
Total Travel Solutions
SynXis Software and Service
Other
Total Hospitality Solutions
Eliminations
Total Sabre Revenue
_______________________________
Year Ended December 31,
2023
2022
2021
$
2,057,044
$
1,622,545
$
585,033
2,642,077
275,017
29,152
304,169
(38,508)
688,730
2,311,275
227,301
27,319
254,620
(28,880)
901,478
602,061
1,503,539
178,940
23,688
202,628
(17,292)
$
2,907,738
$
2,537,015
$
1,688,875
(1) Includes license fee revenue recognized upon delivery to the customer of $7 million, $6 million and $22 million for the years ended
December 31, 2023, 2022 and 2021, respectively.
We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the
previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of
whether an estimate of variable consideration is constrained. For the year ended December 31, 2023, the impact on revenue
recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is $7 million,
which is primarily due to the recognition of revenue that was previously deferred but became recognizable due to a change in
facts and circumstances associated with an IT Solutions customer. It is no longer considered probable that this revenue will be
reversed and this amount was fully paid by the customer.
68
Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product
implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We
have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a
subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned
from our long-term contracts. See Note 1. Summary of Business and Significant Accounting Policies regarding revenue
recognition of our various revenue streams for more information.
We estimate future cancellations using the expected value approach at the end of each reporting period based on the
number of undeparted bookings, expected cancellations and an estimated rate. Our cancellation reserve is sensitive to our
estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and
international, given the varying rates paid by airline suppliers. Our air booking cancellation reserve totaled $10 million and
$11 million as of December 31, 2023 and 2022, respectively.
Contract Acquisition Costs and Capitalized Implementation Costs
We incur contract costs in the form of acquisition costs and implementation costs. Contract acquisition costs are related to
new contracts with our customers in the form of sales commissions based on the estimated contract value. We incur contract
implementation costs to implement new customer contracts under our SaaS revenue model. We periodically assess contract
costs for recoverability, and our assessment did not result in any material impairments for the years ended December 31, 2023
and 2022. See Note 1. Summary of Business and Significant Accounting Policies for an overview of our policy for capitalization
of acquisition and implementation costs.
The following table presents the activity of our acquisition costs and capitalized implementation costs for the years ended
December 31, 2023 and 2022 (in thousands):
Contract acquisition costs:
Beginning balance
Additions
Amortization
Dispositions
Ending balance
Capitalized implementation costs:
Beginning balance
Additions
Amortization
Impairment
Other
Ending balance
3. Acquisitions and Dispositions
Conferma
Year Ended December 31,
2023
2022
19,417 $
6,500
(6,397)
—
19,520 $
82,711 $
8,862
(23,031)
(1,519)
513
67,536 $
22,309
6,918
(5,635)
(4,175)
19,417
109,762
12,577
(36,982)
(518)
(2,128)
82,711
$
$
$
$
In August 2022, we completed the acquisition of Conferma Limited ("Conferma"), a virtual payments technology company,
to expand our investment in technology for the payments ecosystem in the travel industry. We acquired all of the outstanding
stock and ownership interest of Conferma through the exercise of a call option, for net cash of $62 million and the conversion of
a pre-existing loan receivable into share capital of $11 million. We recognized a gain of approximately $4 million upon conversion
of the loan for the difference between the carrying value and fair value of the loan, which is recorded to Other, net within our
results of operations. Conferma is part of our Travel Solutions segment. The purchase price allocation was finalized in August
2023, and no additional adjustments were recorded since December 31, 2022. In February 2023, we sold 19% of the share
capital of the direct parent company of Conferma to a third party for proceeds of $16 million resulting in a non-controlling interest
from that date. See Note 4. Redeemable Noncontrolling Interest for further details.
69
AirCentre Disposition
On October 28, 2021, we announced that we entered into an agreement with a third party to sell our suite of flight and
crew management and optimization solutions, which represents our AirCentre airline operations portfolio. On February 28, 2022,
we completed the sale of AirCentre to a third party for net cash proceeds of $392 million. The operating results of AirCentre are
included within Travel Solutions for all periods presented through the date of sale. The net assets of AirCentre disposed of
primarily included goodwill of $146 million, working capital of $34 million, and other assets, net of $25 million. We recorded a pre-
tax gain on sale of approximately $180 million (after-tax $112 million) in Other, net in our consolidated statements of operations
for the year ended December 31, 2022.
4. Redeemable Noncontrolling Interest
On February 1, 2023, we sold common shares of a subsidiary, representing a 19% interest in Conferma’s direct parent, to
a third party for cash consideration of $16 million. In connection with the sale, we entered into a governing agreement which
requires us under limited conditions to redeem the 19% interest, if requested, for the original purchase price of $16 million. We
currently do not believe it is probable that the noncontrolling interest will become redeemable, given the remote likelihood of the
applicable conditions being satisfied.
As the common shares are redeemable upon the occurrence of conditions not solely within our control, we recorded the
noncontrolling interest as redeemable and classified it as temporary equity within our consolidated balance sheet initially at fair
value. The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest.
As of December 31, 2023, the redeemable noncontrolling interest is $14 million.
The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary
equity during the year ended December 31, 2023 (in thousands):
Proceeds from sale of redeemable noncontrolling interest
Net loss attributable to redeemable noncontrolling interest
Redeemable noncontrolling interest, end of period
5. Restructuring Activities
Year Ended December 31, 2023
$
$
16,000
(1,625)
14,375
During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition
our business and to structurally reduce our cost base. As a result of this cost reduction plan, we incurred restructuring costs
beginning in the second quarter of 2023 associated with our workforce. We do not expect additional restructuring charges
associated with these activities to be significant.
During the year ended December 31, 2023, we incurred $72 million in connection with this business plan, of which
$13 million is recorded within cost of revenue, excluding technology costs, $27 million is recorded within technology costs and
$32 million is recorded within selling, general and administrative costs within our consolidated statement of operations. These
restructuring costs are comprised of $66 million that has been or will be paid in cash for severance and related benefits costs
and $6 million paid related to other restructuring costs.
The following table summarizes the accrued liability for severance and related benefits costs as recorded within accrued
compensation and related benefits within our consolidated balance sheets, related to this cost reduction plan (in thousands):
Balance as of January 1, 2023
Charges
Cash payments
Non-cash adjustments
Balance as of December 31, 2023
Year Ended December 31,
2023
$
$
—
64,247
(48,189)
1,230
17,288
70
6. Goodwill and Intangible Assets
Changes in the carrying amount of goodwill during the years ended December 31, 2023 and 2022 are as follows (in
thousands):
Balance as of December 31, 2021
Acquired
Adjustments(1)
Balance as of December 31, 2022
Acquired
Adjustments(1)
Balance as of December 31, 2023
Travel
Solutions
$ 2,314,517
61,021
6,426
2,381,964
—
2,516
$ 2,384,480
$
$
Hospitality
Solutions
Total
Goodwill
155,689 $ 2,470,206
65,455
6,426
4,434
—
160,123
9,436
—
2,542,087
9,436
2,516
169,559 $ 2,554,039
________________________
(1)
Includes net foreign currency effects during the years ended December 31, 2023 and 2022.
The following table presents our intangible assets as of December 31, 2023 and 2022 (in thousands):
December 31, 2023
December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Acquired customer relationships
Trademarks and brand names
$ 1,041,719
334,434
$ (827,529) $
(190,948)
214,190 $ 1,041,782
334,390
143,486
$ (803,026) $
(180,065)
238,756
154,325
Reacquired rights
Purchased technology
Acquired contracts, supplier and
distributor agreements
Non-compete agreements
113,500
449,936
37,600
13,953
(113,500)
(431,509)
(37,600)
(13,953)
—
18,427
—
—
113,500
443,667
37,600
13,953
(113,500)
(426,493)
(37,600)
(13,953)
—
17,174
—
—
Total intangible assets
$ 1,991,142
$ (1,615,039) $
376,103 $ 1,984,892
$ (1,574,637) $
410,255
Amortization expense relating to intangible assets subject to amortization totaled $40 million, $51 million and $64 million
for the years ended December 31, 2023, 2022 and 2021, respectively. Estimated amortization expense related to intangible
assets subject to amortization for each of the five succeeding years and beyond is as follows (in thousands):
2024
2025
2026
2027
2028
2029 and thereafter
Total
$
$
37,922
35,208
34,936
34,476
33,117
200,444
376,103
7. Balance Sheet Components
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
71
Prepaid Expenses
Investment in securities(1)
Value added tax receivable
Other
Prepaid expenses and other current assets
______________________
(1) See Note 12. Fair Value Measurements for further detail.
Property and Equipment, Net
Property and equipment, net consists of the following (in thousands):
Buildings and leasehold improvements
Furniture, fixtures and equipment
Computer equipment
Software developed for internal use
Property and equipment
Accumulated depreciation and amortization
Property and equipment, net
Other Assets, Net
Other assets, net consist of the following (in thousands):
Capitalized implementation costs, net
Deferred upfront incentive consideration
Long-term contract assets and customer advances and discounts(1)
Right-of-Use asset(2)
Long-term trade unbilled receivables(1)
Other
Other assets, net
________________________________
(1) Refer to Note 2. Revenue from Contracts with Customers for additional information.
(2) Refer to Note 13. Leases for additional information.
Other Noncurrent Liabilities
Other noncurrent liabilities consist of the following (in thousands):
Pension and other postretirement benefits
Deferred revenue
Lease liabilities(1)
Other
Other noncurrent liabilities
___________________________
(1) Refer to Note 13. Leases, for additional information.
72
December 31,
2023
2022
$
$
42,863 $
51,970
30,005
21,073
145,911
$
94,339
54,303
26,953
16,384
191,979
December 31,
2023
2022
$
28,000 $
31,933
121,359
1,903,576
2,084,868
27,363
33,216
281,055
1,827,000
2,168,634
(1,851,191)
(1,939,215)
$
233,677 $
229,419
December 31,
2023
2022
$
67,536 $
63,509
42,538
69,895
20,265
53,497
$
317,240 $
82,711
67,476
56,448
85,238
16,129
50,331
358,333
December 31,
2023
2022
$
$
74,288 $
50,534
56,277
77,620
258,719 $
83,078
40,390
68,068
72,875
264,411
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss consists of the following (in thousands):
Defined benefit pension and other postretirement benefit plans
Unrealized foreign currency translation gain
Unrealized (loss) gain on interest rate swaps
Share of other comprehensive loss of equity method investment
Total accumulated other comprehensive loss, net of tax
December 31,
2023
2022
(78,056) $
9,147
(2,869)
(2,144)
(73,746)
5,257
4,577
(1,819)
(73,922) $
(65,731)
$
$
The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is
included in Other, net. See Note 11. Derivatives, for information on the income statement line items affected as the result of
reclassification adjustments associated with derivatives.
8. Income Taxes
The components of pretax income from continuing operations, generally based on the jurisdiction of the legal entity, were
as follows:
Components of pre-tax loss:
Domestic
Foreign
Year Ended December 31,
2023
2022
2021
$
$
(551,182) $
57,663
(493,519) $
(380,367) $
(43,066)
(423,433) $
(738,394)
(199,993)
(938,387)
The provision for income taxes relating to continuing operations consists of the following:
Current portion:
Federal
State and Local
Non U.S.
Total current
Deferred portion:
Federal
State and Local
Non U.S.
Total deferred
Total provision (benefit) for income taxes
Year Ended December 31,
2023
2022
2021
$
$
440
1,272
10,730
12,442
(1,170)
18,054
5,403
22,287
34,729
$
$
12,224
2,439
11,309
25,972
(1,041)
(1,759)
(14,506)
(17,306)
8,666
$
$
(1,575)
(709)
15,187
12,903
(2,223)
563
(25,855)
(27,515)
(14,612)
The provision for income taxes relating to continuing operations differs from amounts computed at the statutory federal
income tax rate as follows:
Income tax provision at statutory federal income tax rate
State income taxes, net of federal benefit
Impact of non U.S. taxing jurisdictions, net
Goodwill
Base erosion and anti-abuse tax
Employee stock based compensation
Research tax credit
Valuation Allowance
Other, net
Total provision (benefit) for income taxes
73
Year Ended December 31,
2023
(103,639) $
(6,733)
(6,262)
—
9,818
9,758
(31,296)
163,097
(14)
34,729
$
$
$
2022
(88,921) $
(3,844)
10,343
24,590
9,474
7,853
(9,134)
59,827
(1,522)
8,666
$
2021
(197,061)
(9,414)
26,029
—
—
9,836
(16,901)
176,921
(4,022)
(14,612)
The components of our deferred tax assets and liabilities are as follows:
Deferred tax assets:
Tax loss carryforwards
Software developed for internal use
Tax credit carryforwards
Employee benefits other than pension
Deferred revenue
Bond discounts
Lease liabilities
Pension obligations
Suspended loss
Accrued expenses
Incentive consideration
Other
Total deferred tax assets
Deferred tax liabilities:
Intangible assets
Non U.S. operations
Right of use assets
Unrealized gains and losses
Investment in partnership
Depreciation and amortization
Bond discounts
Other
Total deferred tax liabilities
Valuation allowance
Net deferred tax (liability) asset
As of December 31,
2023
2022
$
400,634 $
139,722
90,674
38,221
36,714
18,132
16,756
16,688
14,702
10,480
2,207
461
785,391
(88,608)
(22,763)
(16,769)
(12,647)
(10,763)
(2,970)
—
—
(154,520)
(651,415)
$
(20,544) $
364,830
89,084
59,790
37,325
26,890
—
19,713
18,249
14,814
9,658
2,761
—
643,114
(95,295)
(13,427)
(19,780)
(15,430)
(8,168)
(4,757)
(1,267)
(461)
(158,585)
(484,266)
263
As a result of the enactment of the Tax Cuts and Jobs Act (the “TCJA”), we recorded a one-time transition tax on the
undistributed earnings of our foreign subsidiaries. We do not consider undistributed foreign earnings to be indefinitely reinvested
as of December 31, 2023, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes. We
consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31,
2023 and have not provided deferred taxes on any outside basis differences.
As of December 31, 2023, we have U.S. federal NOL carryforwards of approximately $448 million, which primarily have
an indefinite carryforward period. Additionally, we have research tax credit carryforwards of approximately $64 million, which will
expire between 2024 and 2041. As a result of prior business combinations, less than $1 million of our U.S. federal NOLs are
subject to the annual limit on the ability of a corporation to use certain tax attributes (as defined in Section 382 of the Code) with
the majority expiring between 2024 and 2037. However, we expect that Section 382 will not limit our ability to fully realize the tax
benefits. We have state NOLs of $9 million which will expire primarily between 2024 and 2041 and state research tax credit
carryforwards of $21 million which will expire between 2024 and 2040. We have $660 million of NOL carryforwards and
$7 million of foreign tax credits related to certain non-U.S. taxing jurisdictions that are primarily from countries with indefinite
carryforward periods.
We regularly review our deferred tax assets for realizability and a valuation allowance is provided when it is more likely
than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is
dependent upon future taxable income during the periods in which those temporary differences become deductible. When
assessing the need for a valuation allowance, all positive and negative evidence is analyzed, including our ability to carry back
NOLs to prior periods, the reversal of deferred tax liabilities, tax planning strategies and projected future taxable income.
losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents
Significant
significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation
allowance on our U.S. federal and state deferred tax assets of $486 million and $47 million, respectively as of December 31,
2023. For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year
losses and other deferred tax assets of $118 million as of December 31, 2023. We reassess these assumptions regularly, which
could cause an increase or decrease to the valuation allowance resulting in an increase or decrease in the effective tax rate and
could materially impact our results of operations.
It is our policy to recognize penalties and interest accrued related to income taxes as a component of the provision for
income taxes from continuing operations. During the years ended December 31, 2023, 2022, and 2021, we recognized an
expense of $12 million, an expense of $1 million, and a benefit of $3 million, respectively, related to interest and penalties. As of
74
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:
Balance at beginning of year
Additions for tax positions taken in the current year
Additions for tax positions of prior years
Reductions for tax positions of prior years
Reductions for tax positions of expired statute of limitations
Settlements
Balance at end of year
Year Ended December 31,
2023
2022
2021
$
75,962
$
84,929
$
73,054
6,275
1,737
(19,466)
(18,485)
(4,939)
41,084
$
3,641
2,276
(8,846)
(2,900)
(3,138)
75,962
$
3,655
12,625
(29)
(4,376)
—
84,929
$
We present unrecognized tax benefits as a reduction to deferred tax assets for NOLs, similar tax loss or a tax credit
carryforward that is available to settle additional
income taxes that would result from the disallowance of a tax position,
presuming disallowance at the reporting date. The amount of unrecognized tax benefits that were offset against deferred tax
assets on our balance sheets was $27 million, $51 million, and $44 million as of December 31, 2023, 2022, and 2021
respectively, with remaining amounts recorded as a liability.
As of December 31, 2023, 2022, and 2021, the amount of unrecognized tax benefits that, if recognized, would impact the
is reasonably possible that $4 million in
effective tax rate was $37 million, $67 million, and $73 million, respectively.
unrecognized tax benefits may be resolved in the next twelve months, due to statute of limitations expiration.
It
In the normal course of business, we are subject to examination by taxing authorities throughout the world. The
following table summarizes, by major tax jurisdiction, our tax years that remain subject to examination by taxing authorities:
Tax Jurisdiction
Years Subject to Examination
United Kingdom
Singapore
India
Uruguay
U.S. Federal
Texas
2020 - forward
2018 - forward
1998 - forward
2018 - forward
2017, 2020 - forward
2016 - forward
We currently have ongoing audits in India and various other jurisdictions. We do not expect that the results of these
examinations will have a material effect on our financial condition or results of operations. With few exceptions, we are no longer
subject to income tax examinations by tax authorities for years prior to 2012.
9. Credit Losses
Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year
recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the year ended
December 31, 2023 for our portfolio segment is summarized as follows (in thousands):
Balance at December 31, 2021
Provision for expected credit losses
Write-offs
Other
Balance at December 31, 2022
Provision for expected credit losses
Write-offs
Other
Balance at December 31, 2023
75
Year Ended December
31, 2023
$
$
59,646
(285)
(19,928)
(618)
38,815
5,872
(10,600)
256
34,343
We regularly monitor the financial condition of the air transportation industry. The credit risk related to the air carriers’
difficulties is significantly mitigated by the fact that we collect a significant portion of the receivables from these carriers through
the ACH. As of December 31, 2023, approximately 53% of our air customers make payments through the ACH which accounts
for approximately 82% of transaction revenue related to air customers. For these carriers, the use of ACH mitigates our credit
risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through the ACH or other
similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit risk through our
normal reserve policies.
10. Debt
As of December 31, 2023 and 2022, our outstanding debt included in our consolidated balance sheets totaled $4,834
million and $4,741 million, respectively, which are net of debt issuance costs of $63 million and $44 million, respectively, and
unamortized discounts of $65 million and $54 million, respectively. The following table sets forth the face values of our
outstanding debt as of December 31, 2023 and 2022 (in thousands):
Rate
Maturity
2023
2022
December 31,
December 2027
$
392,015
$
397,940
Senior secured credit facilities:
2021 Term Loan B-1
2021 Term Loan B-2
2022 Term Loan B-1
2022 Term Loan B-2
S(1)+3.50%
S(1)+3.50%
S(1) + 4.25%
S(1) + 5.00%
December 2027
June 2028
June 2028
Senior Secured Term Loan Due 2028
RR(3) + 1.75%(4)
December 2028
AR Facility(2)
S(1) + 2.25%
January 2025
9.250% senior secured notes due 2025
7.375% senior secured notes due 2025
4.00% senior exchangeable notes due 2025
8.625% senior secured notes due 2027
11.25% senior secured notes due 2027
Face value of total debt outstanding
Less current portion of debt outstanding
Face value of long-term debt outstanding
9.25%
7.375%
4.00%
8.625%
11.25%
April 2025
September 2025
April 2025
June 2027
December 2027
614,151
603,447
645,310
753,859
110,000
38,895
63,019
333,220
852,987
555,000
634,340
620,313
673,313
—
—
775,000
850,000
333,220
—
555,000
4,961,903
4,839,126
(4,040)
(23,480)
$ 4,957,863
$ 4,815,646
_____________________________
Represents the Secured Overnight Financing Rate ("SOFR").
The AR Facility (as defined below) is subject to certain "springing" maturity conditions; the maturity may extend to February 2026 at the
latest.
Represents the Reference Rate as defined below.
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%.
(1)
(2)
(3)
(4)
We had outstanding letters of credit totaling $12 million as of December 31, 2023 and 2022, which were secured by a
$21 million cash collateral deposit account.
Senior Secured Credit Facilities
Refinancing Transactions
In 2022, we entered into three separate transactions to refinance the entire $1.8 billion of our then-outstanding Term Loan
B facility due in February 2024.
On March 9, 2022, we entered into an amendment to refinance a portion of our then-outstanding Term Loan B facility (the
"March 2022 Refinancing"). Our Senior Secured Credit Facility is governed by the Amended and Restated Credit Agreement. We
indebtedness as a result of the March 2022 Refinancing, other than amounts covering discounts and
incurred no additional
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.
76
On August 15, 2022, we entered into an amendment to refinance a portion of our then-outstanding Term Loan B facility
(the "August 2022 Refinancing"). We incurred no additional indebtedness as a result of the August 2022 Refinancing, other than
amounts covering discounts and certain fees and expenses. The August 2022 Refinancing included the application of the
proceeds of a new $675 million term loan “B” facility (the “2022 Term Loan B-2 Facility”), borrowed by Sabre GLBL under our
Amended and Restated Credit Agreement, with the effect of extending the maturity of approximately $647 million of the existing
Term Loan B credit facility under the Amended and Restated Credit Agreement. The remaining proceeds, net of a discount of
$25 million, were used to pay $3 million in other fees and expenses. We incurred an additional discount of $9 million and other
fees of $2 million which were funded with cash on hand. We recognized debt modification costs for financing fees in connection
with the August 2022 Refinancing during the year ended December 31, 2022 of $5 million recorded to Other, net. No loss on
extinguishment of debt was recorded as a result of the August 2022 Refinancing. The 2022 Term Loan B-2 Facility matures on
June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months or to prepay or repay
at a 101 premium before that date. The interest rates on the 2022 Term Loan B-2 Facility are based on Term SOFR, replacing
LIBOR, plus an applicable margin.
On December 6, 2022, we used the proceeds of the December 2027 Notes (as defined below) issuance to redeem the
remaining principal balance on the then-outstanding Term Loan B of $536 million, plus $1 million of accrued interest (the
“December 2022 Refinancing”). We recognized a loss on extinguishment of debt of $1 million during the year ended December
31, 2022 in connection the December 2022 Refinancing, which consisted of the write-off of unamortized debt issuance costs and
discount of $1 million.
Principal Payments
The 2021 Term Loan B-1 and the 2021 Term Loan B-2 mature on December 17, 2027 and require principal payments in
equal quarterly installments of 0.25% through to the maturity date on which the remaining balance is due. As required under the
terms of the credit facility, we used proceeds of $16 million from the sale of AirCentre assets to pay down the principal on the
2021 Term Loan B-2 in May 2023, which resulted in the deferral of principal payments until September 2025. The 2022 Term
Loan B-1 and the 2022 Term Loan B-2 mature on June 30, 2028 and require principal payments in equal quarterly installments of
0.25% through to the maturity date on which the remaining balance is due. As required under the terms of the credit facility, we
used proceeds of $32 million from the sale of AirCentre assets to pay down the principal on the 2022 Term Loan B-1 and 2022
Term Loan B-2 in May 2023, as well as refinanced the 2022 Term Loan B-2 in June 2023, which resulted in the deferral of
principal payments until September 2025 and March 2027, respectively. For the year ended December 31, 2023, we made
$9 million of scheduled principal payments.
We are also required to pay down the term loans by an amount equal to 50% of annual excess cash flow, as defined in
the Amended and Restated Credit Agreement. This percentage requirement may decrease or be eliminated if certain leverage
ratios are achieved. Based on our results for the year ended December 31, 2022, we were not required to make an excess cash
flow payment in 2023, and no excess cash flow payment is expected to be required in 2024 with respect to our results for the
year ended December 31, 2023. We are further required to pay down the term loan with proceeds from certain asset sales or
borrowings as defined in the Amended and Restated Credit Agreement.
Financial Covenants
Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial
covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain
investments, and payment of dividends. We are further required to pay down the term loans with proceeds from certain asset
sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement. As of
December 31, 2023, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.
Interest
On May 16, 2023, Sabre GLBL entered into Amendment No. 5 to the Credit Agreement (the "SOFR Amendment"). The
SOFR Amendment was entered into pursuant to the Amended and Restated Credit Agreement, dated as of February 19, 2013.
The SOFR Amendment provides for the replacement of LIBOR-based rates with a SOFR-based rate for the 2021 Term Loan B-1
and 2021 Term Loan B-2 and amends certain provisions of the Credit Agreement. The change from LIBOR to SOFR is due to the
reference rate reform and the phasing out of LIBOR as a loan benchmark. The adoption of the SOFR Amendment did not have a
material impact on our financial position or results of operations.
Borrowings under the Amended and Restated Credit Agreement for our 2021 Term Loan B-1, 2021 Term Loan B-2, 2022
Term Loan B-1 and 2022 Term Loan B-2 bear interest at a rate equal to either, at our option: (i) the Term SOFR rate plus an
applicable margin for Term SOFR borrowings as set forth below, or (ii) a base rate determined by the highest of (1) the prime
rate of Bank of America, (2) the federal funds effective rate plus 1/2% or (3) Term SOFR plus 1.00%, plus an applicable margin
for base rate borrowings as set forth below. The Term SOFR rate is based on SOFR for all U.S. dollar borrowings and has a
floor. We have elected the one-month SOFR as the floating interest rate on our outstanding term loans that are subject to SOFR.
Interest payments are due on the last day of each month as a result of electing one-month SOFR.
77
2021 Term Loan B-1
2021 Term Loan B-2
2022 Term Loan B-1
2022 Term Loan B-2
Term SOFR borrowings
Base rate borrowings
Applicable Margin
Applicable Margin
3.50%(1)
3.50%(1)
4.25%(2)
5.00%(2)
2.50%(1)
2.50%(1)
3.25%(2)
4.00%(2)
(1)
(2)
_____________________________
2021 Term Loan B-1 and 2021 Term Loan B-2 are subject to a 0.50% floor and a SOFR adjustment factor of 0.11% for the Term SOFR
rate and 1.50% floor for the base rate
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:
Including the impact of interest rate swaps
Excluding the impact of interest rate swaps
Senior Secured Term Loan Due 2028
Year Ended December 31,
2023
2022
2021
9.93 %
10.21 %
5.58 %
5.62 %
3.91 %
3.33 %
On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series
of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an
intercompany secured term loan agreement (the "Pari Passu Loan Agreement").
The 2023 Term Loan Agreement provides for a senior secured term loan (the “Senior Secured Term Loan Due 2028”) of
up to $700 million in aggregate principal amount, subject to Sabre FB using the proceeds from the Senior Secured Term Loan
Due 2028 for an intercompany loan to Sabre GLBL. On June 13, 2023, Sabre FB borrowed the full $700 million amount under
the 2023 Term Loan Agreement and lent the funds to Sabre GLBL under the Pari Passu Loan Agreement. Borrowings under
2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan
Agreement, and assets of certain of our foreign subsidiaries. Borrowings under the Pari Passu Loan Agreement are secured by
first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre
GLBL's outstanding Senior Secured Notes. Sabre GLBL used the proceeds borrowed under the Pari Passu Loan Agreement to
repurchase $650 million of its outstanding 9.25% Senior Secured Notes due 2025 (the “June 2023 Refinancing”) and $15 million
of its outstanding 2021 Term Loan B-1, 2021 Term Loan B-2 and 2022 Term Loan B-2. The remaining proceeds, net of a discount
of $23 million, were used to pay $13 million in other fees and expenses. We incurred additional fees of $15 million, plus
$10 million of accrued and unpaid interest on the 9.25% Senior Secured Notes, which were funded with cash on hand. We
recognized a net gain on extinguishment of debt
in connection with the June 2023 Refinancing during the year ended
December 31, 2023 of $13 million. As of December 31, 2023, we are in compliance with the covenants under the 2023 Term
Loan Agreement and the Pari Passu Loan Agreement.
The Senior Secured Term Loan Due 2028 matures on December 15, 2028 and offers us the ability to prepay subject to
prepayment premiums as follows (i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023
Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second
anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25% of
interest is payable-in-kind. After the third anniversary of the 2023 Term Loan
the applicable interest margin assuming all
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, with the Reference Rate for the first interest period deemed to be 13.00% per annum. The all-
in interest rate floor is 11.50% for cash interest and 13.00% for payable-in-kind interest and the all-in interest rate ceiling is
17.50% for cash interest and 19.00% for payable-in-kind interest. We have currently elected interest to be payable-in-kind.
Interest on the Senior Secured Term Loan Due 2028 is accrued and payable or capitalized to principal if not elected to be paid in
cash, commencing on June 13, 2023, and ending on the date three months thereafter and each successive three-month
anniversary thereof on September 13, December 13, March 13, and June 13 of each year. We capitalized interest for the Senior
Secured Term Loan Due 2028 totaling $54 million during the year ended December 31, 2023.
Sabre FB’s obligations under the Senior Secured Term Loan Due 2028 are required to be guaranteed by certain of our
existing and future foreign subsidiaries (the “Foreign Guarantors”). The 2023 Term Loan Agreement requires that we maintain
cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable
Foreign Guarantors meet certain minimum levels. The 2023 Term Loan Agreement also includes various non-financial
covenants, including restrictions on making certain investments, disposition activities and affiliate transactions. In addition, the
78
2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other
representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and
Restated Credit Agreement. As of December 31, 2023, we were in compliance with all covenants under the terms of the 2023
Term Loan Agreement.
Senior Secured Notes
On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $775 million aggregate principal amount
of 9.250% senior secured notes due 2025 (the “April 2025 Notes”). The April 2025 Notes are jointly and severally, irrevocably
and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s
credit facility. The April 2025 Notes bear interest at a rate of 9.250% per annum and interest payments are due semi-annually in
arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The April 2025 Notes mature on April 15, 2025.
The net proceeds received from the sale of the April 2025 Notes of $763 million, net of underwriting fees and commissions, are
being used for general corporate purposes. Through the June 2023 Refinancing described above, we repurchased
approximately $650 million of these notes. See "—Senior Secured Term Loan Due 2028". In September 2023, an additional
$66 million of these notes were exchanged for the June 2027 Notes as described below.
On August 27, 2020, Sabre GLBL entered into a new debt agreement consisting of $850 million aggregate principal
amount of 7.375% senior secured notes due 2025 (the “September 2025 Notes”). The September 2025 Notes are jointly and
severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that
guarantee Sabre GLBL’s credit facility. The September 2025 Notes bear interest at a rate of 7.375% per annum and interest
payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2021. The
September 2025 Notes mature on September 1, 2025. The net proceeds of $839 million received from the sale of the September
2025 Notes, net of underwriting fees and commissions, plus cash on hand, was used to: (1) repay approximately $319 million
principal amount of debt under the Term Loan A; (2) redeem all of our $530 million outstanding 5.375% senior secured notes due
April 2023; and (3) repay approximately $3 million principal amount of debt under the Term Loan B. We recognized a loss on
extinguishment of debt of $10 million during the year ended December 31, 2020 in connection with these transactions which
consisted of a redemption premium of $7 million and the write-off of unamortized debt issuance costs of $3 million. In September
2023, $787 million of these notes were exchanged for the June 2027 Notes as described below.
On December 6, 2022, Sabre GLBL entered into a new debt agreement consisting of $555 million aggregate principal
amount of 11.250% senior secured notes due 2027 (the “December 2027 Notes”). The December 2027 Notes were issued at a
discount of 1.866%. The December 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre
Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee Sabre GLBL’s credit facility. The December 2027 Notes
bear interest at a rate of 11.250% per annum and interest payments are due semi-annually in arrears on June 15 and December
15 of each year, beginning June 15, 2023. The December 2027 Notes mature on December 15, 2027. The net proceeds of
$545 million received from the sale of
the December 2027 Notes, net of a discount of $10 million, were used to repay
approximately $536 million principal amount of debt under our then-outstanding Term Loan B, plus $1 million of accrued interest.
The remaining proceeds of $8 million, plus cash on hand, were used to pay $10 million in underwriting fees and commissions,
and other expenses.
On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $787 million of our 7.375% senior
secured notes due 2025 and approximately $66 million of our 9.25% senior secured notes due 2025 were exchanged for a
combination of cash and approximately $853 million aggregate principal amount of 8.625% senior secured notes due 2027 (the
“June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”). The June 2027 Notes are jointly and severally,
irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the
Senior Secured Credit Facilities and the Secured Term Loan Due 2028. The June 2027 Notes bear interest at a rate of 8.625%
per annum and interest payments are due semi-annually in arrears on March 1 and September 1 of each year, beginning March
1, 2024. The June 2027 Notes mature on June 1, 2027. Sabre GLBL did not receive any cash proceeds from the exchange and
did not incur additional indebtedness in excess of the aggregate principal amount of the April 2025 Notes and the September
2025 Notes that were exchanged. We incurred additional
fees of approximately $133 million, primarily consisting of
approximately $115 million in exchange fees, $15 million in underwriting and associated fees and expenses plus $3 million of
accrued and unpaid interest, all of which were funded with cash on hand. We determined that the September 2023 Exchange
Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on
extinguishment of debt during the year ended December 31, 2023, of $121 million, consisting of $115 million in exchange fees
related to the June 2027 Notes and $6 million related to the write-off of unamortized debt issuance costs on the April 2025 Notes
and the September 2025 Notes.
AR Facility
On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity
(“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (the “AR Facility”) of up to
$200 million with PNC Bank, N.A. On March 30, 2023, we borrowed $115 million under the AR Facility. As of December 31,
2023, we had $110 million outstanding under the AR Facility. These proceeds are being used for general corporate purposes.
The amount available for borrowings at any one time under the AR Facility is limited to a borrowing base calculated based
on the outstanding balance of eligible receivables, subject to certain reserves. Borrowings under the AR Facility bear interest at a
rate equal to SOFR, subject to a 0% floor, plus a drawn fee, initially in the amount of 2.25%, plus a 0.10% SOFR adjustment.
79
The drawn fee varies based on our leverage, and Sabre Securitization also pays a fee on the undrawn committed amount of the
AR Facility. Interest and fees payable by Sabre Securitization under the AR Facility are due monthly. Net debt issuance costs
related to our AR Facility are $2 million and are recorded in other assets, net in our consolidated financial statements.
The AR Facility is scheduled to terminate on February 13, 2026, unless extended in accordance with its terms. The AR
Facility is subject to a springing maturity date of January 2025 should certain events occur in relation to material indebtedness
(as defined in the AR Facility) of ours, Sabre Securitization and certain other subsidiaries.
In connection with the AR Facility, certain of our subsidiaries (the “Originators”) have sold and contributed, and will
continue to sell or contribute, substantially all of
the
“Receivables”) to Sabre Securitization to be held as collateral for borrowings under the AR Facility. Sabre Securitization’s assets
are not available to satisfy the obligations of Sabre Corporation or any of its affiliates. Under the terms of the AR Facility, the
lenders under the AR Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist
of the Receivables of the Originators participating in the AR Facility. As of December 31, 2023, $340 million of Receivables are
held as assets by Sabre Securitization, consisting of $331 million of accounts receivable and $9 million of other assets, net in our
consolidated balance sheet.
their accounts receivable and certain related assets (collectively,
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 under the AR Facility are reflected as financing cash flows within our consolidated statements of
cash flows. The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than
Sabre Securitization.
The AR Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants,
subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and
securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and
servicer defaults. As of December 31, 2023, we were in compliance with and expect to be in compliance with the financial
covenants of the AR Facility for at least the next twelve months.
Exchangeable Notes
On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $345 million aggregate principal
amount of 4.000% senior exchangeable notes due 2025 (the “Exchangeable Notes”). The Exchangeable Notes are senior,
unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless
the indenture governing the
earlier repurchased or exchanged in accordance with specified circumstances and terms of
Exchangeable Notes. As of December 31, 2023, we have $333 million aggregate principal amount of Exchangeable Notes
outstanding.
Under the terms of indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as "our
common stock" herein) at the following times or circumstances:
• 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
immediately preceding calendar quarter;
trading day of
the last
• during the five consecutive business days immediately after any five consecutive trading day period (such five
consecutive trading day period,
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;
the "Measurement Period") if
• upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a
“Fundamental Change” (as defined in the indenture governing the notes);
• upon the occurrence of specified corporate events; or
• on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding
the maturity date, April 15, 2025.
With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the indenture
governing the Exchangeable Notes), the holders of the Exchangeable Notes may require us to repurchase all or part of the
principal amount of the Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the Exchangeable
Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. As of December 31, 2023, none of the
conditions allowing holders of the Exchangeable Notes to exchange have been met.
The Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial
conversion rate of 126.9499 shares of common stock per $1,000 principal amount of the Exchangeable Notes, which is
80
equivalent to an initial conversion price of approximately $7.88 per share. The exchange rate is subject to anti-dilution and other
adjustments. Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a
combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the
Exchangeable Notes Indenture) occurs with respect to any Exchangeable Note and the exchange date for the exchange of such
Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the
Exchangeable Notes Indenture), then, subject to the provisions set forth in the Exchangeable Notes Indenture, the exchange
rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the Exchangeable
Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such
Make-Whole Fundamental Change. The net proceeds received from the sale of the Exchangeable Notes of $336 million, net of
underwriting fees and commissions, are being used for general corporate purposes.
The following table sets forth the carrying value of the Exchangeable Notes as of December 31, 2023 and 2022 (in
thousands):
Principal
Less: Unamortized debt issuance costs
Net carrying value
Year Ended
December 31, 2023
Year Ended
December 31, 2022
$
$
333,220 $
3,256
329,964 $
333,220
5,642
327,578
The following table sets forth interest expense recognized related to the Exchangeable Notes for years ended
December 31, 2023 and 2022 (in thousands):
Contractual interest expense
Amortization of issuance costs
Aggregate Maturities
Year Ended
December 31, 2023
Year Ended
December 31, 2022
$
$
13,329
$
2,386 $
13,329
2,275
As of December 31, 2023, aggregate maturities of our long-term debt were as follows (in thousands):
Years Ending December 31,
2024
2025
2026
2027
2028
Total
Amount
4,040
553,120
16,730
2,405,529
1,982,484
4,961,903
$
$
11. Derivatives
Hedging Objectives—We are exposed to certain risks relating to ongoing business operations. The primary risk managed
by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated
with our floating-rate borrowings.
In accordance with authoritative guidance on accounting for derivatives and hedging, we designate interest rate swaps as
cash flow hedges of floating-rate borrowings.
Cash Flow Hedging Strategy—We enter into interest rate swap agreements to manage interest rate risk exposure. The
interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus
reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt
of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the
underlying principal amount.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective
portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss)
(“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or
periods during which the hedged transaction affects earnings. As of December 31, 2023, we did not have any hedge
components excluded from the assessment of effectiveness. Cash flow hedges are classified in the same category in the
consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments
are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows. Derivatives not
81
designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated
statements of operations.
Interest Rate Swap Contracts—Interest rate swaps outstanding at December 31, 2023 and matured during the years
ended December 31, 2023, 2022 and 2021 are as follows:
Notional Amount
Interest Rate
Received
Designated as Hedging Instrument
Interest Rate Paid
Effective Date
Maturity Date
$600 million
$200 million
$150 million
$250 million
$250 million
1 month LIBOR(1)
1 month SOFR(2)
1 month SOFR(2)
1 month SOFR(2)
1 month SOFR(2)
2.81%
1.71%(3)
2.79%(4)
4.72%
3.88%
December 31, 2020
December 31, 2021
April 30, 2022
June 30, 2022
June 30, 2023
December 31, 2023
December 31, 2023
June 30, 2026
December 31, 2023
December 31, 2024
(1)
(2)
(3)
(4)
____________________
Subject to a 0% floor.
Subject to a 0.5% floor.
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.
Fixed fee of 2.79% effective June 30, 2022, and expiring December 30, 2022, and 3.98% effective December 31, 2022, and expiring
December 31, 2023.
In 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $600 million
of the then floating-rate Term Loan B related to the year 2021. In April 2022, we entered into an interest rate swap to hedge the
interest payments associated with $200 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023. In June
2022, we entered into an interest rate swap to hedge the interest payments associated with $150 million of the floating-rate 2022
Term Loan B-1 for the years 2022 and 2023. In February 2023, we entered into a forward-starting interest rate swap to hedge the
interest payments associated with $250 million of the floating-rate 2022 Term Loan B-1 for the year ended 2024. In June 2023,
we entered into an interest rate swap to hedge the interest payments associated with $250 million of the floating-rate 2022 Term
Loan B-2 for the periods through June 2026. We designated these swaps as cash flow hedges. For the year ended
December 31, 2023, we recognized a cash flow impact of $7 million related to our interest rate swaps, which is reported as cash
provided by operating activities within our consolidated statements of cash flows. As of December 31, 2023, we estimate that
$3 million in gains will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.
Subsequent to December 31, 2023, on January 11, 2024, we entered into an interest rate swap to hedge interest
payments associated with $250 million of the floating rate 2022 Term Loan B-1 related to the years 2024 and 2025. The total
notional outstanding of $250 million became effective January 16, 2024.
The estimated fair values of our derivatives designated as hedging instruments as of December 31, 2023 and 2022 are as
follows (in thousands):
Derivatives Designated as Hedging Instruments
Interest rate swaps
Interest rate swaps
Total
Consolidated Balance Sheet Location
Prepaid expenses and other current assets
Other noncurrent liabilities
Fair Value as of December 31,
2023
2022
$
$
$
2,413
(4,129)
(1,716) $
4,905
(168)
4,737
Derivative Assets (Liabilities)
The effects of derivative instruments, net of taxes, on OCI for the years ended December 31, 2023, 2022 and 2021 are as
follows (in thousands):
Derivatives in Cash Flow Hedging Relationships
Interest rate swaps
Total
Amount of (Losses) Gains
Recognized in OCI on Derivative, Effective Portion
Year Ended December 31,
2023
2022
2021
$
$
(794) $
(794) $
5,658
5,658
$
$
(134)
(134)
82
Derivatives in Cash Flow Hedging
Relationships
Interest rate swaps
Total
Income Statement Location
2023
2022
2021
Interest expense, net
$
$
(6,652) $
(6,652) $
(1,082) $
(1,082) $
12,805
12,805
Amount of (Gains) Losses
Reclassified from Accumulated
OCI into Income, Effective Portion
Year Ended December 31,
12. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date in the principal or most advantageous market for that asset or
liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in
measuring fair value defined as follows:
Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active
markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by
observable market data.
Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant
management judgment.
The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input
that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use
of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and
our own non-performance risk in our assessment of fair value.
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
Interest Rate Swaps—The fair value of our interest rate swaps is estimated using a combined income and market-based
valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from
independent pricing services.
Pension Plan Assets—See Note 17. Pension and Other Postretirement Benefit Plans, for fair value information on our
pension plan assets.
Money market funds—Our valuation technique used to measure the fair values of our money market funds was derived
from quoted market prices and active markets for these instruments that exist.
Time deposits—Our valuation technique used to measure the fair values of our time deposit instruments was derived from
the following: non-binding market consensus prices that were corroborated by observable market data and quoted market prices
for similar instruments.
Investment in securities—In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $0.0001 per
share, of Global Business Travel Group, Inc. ("GBT") for an aggregate purchase price of $80 million, which is included in prepaid
expenses and other current assets in our consolidated balance sheets. As of December 31, 2023, we continued to own these
8 million shares. The terms of these shares do not contain any restrictions that would impact our ability to sell the shares in the
future. The fair value of our investment in GBT is based on its share price, a Level 1 input, as the stock is publicly traded on the
New York Stock Exchange under the symbol GBTG.
The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of
December 31, 2023 and 2022 (in thousands):
83
Assets:
Derivatives(1)
Interest rate swap contracts
Investment in securities
Money market funds
Time deposits
Total assets
Liabilities:
Derivatives(1)
Interest rate swap contracts
Total liabilities
______________________
(1) See Note 11. Derivatives for further detail.
Assets:
Derivatives(1)
Interest rate swap contracts
Investment in securities
Money market funds
Time deposits
Total assets
Liabilities:
Derivatives(1)
Interest rate swap contracts
Total liabilities
______________________
$
$
$
$
$
$
$
$
December 31, 2023
Level 1
Level 2
Level 3
Fair Value at Reporting Date Using
2,413 $
— $
51,970
261,551
177,608
493,542
$
51,970
261,551
—
313,521
$
2,413 $
—
—
177,608
180,021
$
(4,129) $
(4,129) $
— $
— $
(4,129) $
(4,129) $
December 31, 2022
Level 1
Level 2
Level 3
Fair Value at Reporting Date Using
4,905 $
— $
54,303
153,252
444,835
657,295
$
54,303
153,252
—
207,555
$
4,905 $
—
—
444,835
449,740
$
(168) $
(168) $
— $
— $
(168) $
(168) $
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1) See Note 11. Derivatives for further detail.
There were no transfers between Levels 1 and 2 within the fair value hierarchy for the years ended December 31, 2023
and 2022.
Unrealized losses recognized during the year ended December 31, 2023 and 2022 from our investments in securities
totaled $2 million and $26 million, respectively, which are recorded to Other, net within our results of operations.
Other Financial Instruments
The carrying value of our financial
instruments including cash and cash equivalents, restricted cash and accounts
receivable approximates their fair values due to the short term nature of these instruments. The fair values of our Exchangeable
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.
84
The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured
credit facilities as of December 31, 2023 and 2022 (in thousands):
Financial Instrument
2021 Term Loan B-1
2021 Term Loan B-2
2022 Term Loan B-1
2022 Term Loan B-2
Senior Secured Term Loan Due 2028
9.25% senior secured notes due 2025
7.375% senior secured notes due 2025
4.00% senior exchangeable notes due 2025
8.625% senior secured notes due 2027
11.25% senior secured notes due 2027
_____________________
(1)
Excludes net unamortized debt issuance costs.
As of December 31, 2023
As of December 31, 2022
Fair Value
Carrying Value(1)
Fair Value
Carrying Value(1)
$
344,973 $
391,366 $
362,872
$
540,069
535,559
576,343
726,582
38,291
60,496
326,841
776,598
545,024
610,545
598,419
618,888
732,901
38,895
63,019
333,220
852,987
546,384
578,042
567,974
623,235
—
774,128
813,539
358,440
—
572,058
544,770
397,147
629,832
614,139
640,899
—
775,000
850,000
333,220
—
Assets that are Measured at Fair Value on a Nonrecurring Basis
As described in Note 1. Summary of Business and Significant Accounting Policies, we assess goodwill and other
intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events
and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors,
that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective
carrying amount. Although we have not identified any triggering events or changes in circumstances that would require us to
perform a goodwill impairment test, periodically, we will perform a quantitative assessment in the absence of identifying triggering
events, as part of the qualitative assessment. In 2023, we elected to perform a quantitative assessment. We did not record any
goodwill impairment charges for the year ended December 31, 2023.
13. Leases
We lease certain facilities under long-term operating leases. Operating lease assets are included in operating lease right-
of-use (“ROU”) assets within other assets, net and operating lease liabilities are included in other accrued liabilities and other
noncurrent liabilities in our consolidated balance sheets.
The following table presents the components of lease expense for the years ended December 31, 2023 and 2022 (in
thousands):
Operating lease cost
$
17,502 $
21,588
The following table presents supplemental cash flow information related to leases (in thousands):
Year Ended December 31,
2023
2022
Supplemental Cash Flow Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
Year Ended December 31,
2023
2022
$
$
16,715
$
20,508
1,221 $
4,676
85
The following table presents supplemental balance sheet information related to leases (in thousands):
Operating Leases
Operating lease right-of-use assets
Other accrued liabilities
Other noncurrent liabilities
Total operating lease liabilities
December 31,
2023
2022
$
$
69,895
$
16,123
56,277
72,400
$
The following table presents other supplemental information related to leases:
Weighted Average Remaining Lease Term (in years)
Operating leases
Weighted Average Discount Rate
Operating leases
Lease Commitments
December 31,
2023
2022
7.0
6.9%
85,238
17,160
68,068
85,228
7.5
5.7%
We lease certain facilities under long term operating leases. Collectively, we lease approximately 800 thousand square
feet of office space in 61 locations in 38 countries. Certain of our lease agreements contain renewal options, early termination
options and/or payment escalations based on fixed annual
increases, local consumer price index changes or market rental
reviews. We recognize rent expense with fixed rate increases and/or fixed rent reductions on a straight line basis over the term
of the lease.
Our leases have remaining minimum terms that range between one and nine years. Some of our leases include options to
extend for up to ten additional years; others include options to terminate the agreement within three months. Future minimum
lease payments under non-cancellable operating leases as of December 31, 2023 are as follows (in thousands):
Year Ending December 31,
Operating Leases
2024
2025
2026
2027
2028
Thereafter
Total
Imputed Interest
Total
14. Stock and Stockholders’ Equity
Preferred
$
$
16,720
13,695
12,331
9,141
10,722
29,872
92,481
(20,081)
72,400
Stock
On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50% Series A Mandatory Convertible
Preferred Stock (the "Preferred Stock"), which generated net proceeds of approximately $323 million for use as general
corporate purposes. During the year ended December 31, 2021, a certain holder elected to convert 50,000 shares of preferred
stock to 595,240 shares of common stock, leaving 3,290,000 shares outstanding. On September 1, 2023, the mandatory
conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock at a
rate of 14.2857 of common stock per share of Preferred Stock. The number of shares issued at conversion was approximately
47 million shares.
The Preferred Stock accumulated cumulative dividends at a rate per annum equal to 6.50% of the liquidation preference
of $100 per share (equivalent to $6.50 annually per share) payable in cash or, subject to certain limitations, by delivery of shares
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.
86
We accrued $14 million and $21 million of preferred stock dividends in our consolidated results of operations for the year
ended December 31, 2023 and 2022, respectively. During the year ended December 31, 2023 and 2022, we paid cash dividends
on our preferred stock of $16 million and $21 million, respectively.
Share Repurchase Program
In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase
Program") to purchase up to $500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase
Program may take place in the open market or privately negotiated transactions. For the years ended December 31, 2023, 2022
and 2021 we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the
suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures
we undertook as a result of the market conditions caused by COVID-19. As of December 31, 2023, the Share Repurchase
Program remains suspended and approximately $287 million remains authorized for repurchases.
Exchangeable Notes
On April 17, 2020, we issued $345 million aggregate principal amount of Exchangeable Notes. Under the terms of
indenture, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election. As
of December 31, 2023, we have $333 million aggregate principal amount of Exchangeable Notes outstanding. See Note 10.
Debt for further details. Until the notes mature, we expect to settle the principal amount of the outstanding Exchangeable Notes
in shares of our common stock.
15. Equity-Based Awards
Inc. 2012 Management Equity Incentive Plan (“Sovereign 2012 MEIP”),
As of December 31, 2023, our outstanding equity-based compensation plans and agreements include the Sovereign
Holdings,
the Sabre Corporation 2014 Omnibus
Incentive Compensation Plan (the “2014 Omnibus Plan”), the Sabre Corporation 2016 Omnibus Incentive Compensation Plan
(the “2016 Omnibus Plan”), the Sabre Corporation 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan"), the
2019 Director Equity Compensation Plan (the "2019 Director Plan"),
the Sabre Corporation 2021 Omnibus Incentive
Compensation Plan (the "2021 Omnibus Plan"), the 2022 Director Equity Compensation Plan (the "2022 Director Plan") and the
Sabre Corporation 2023 Omnibus Incentive Compensation Plan (the "2023 Omnibus Plan"). Our 2023 Omnibus Plan serves as
a successor to the 2021 Omnibus Plan, the 2019 Omnibus Plan, the 2016 Omnibus Plan, the 2014 Omnibus Plan, and
Sovereign 2012 MEIP and provides for the issuance of stock options, restricted shares, restricted stock units (“RSUs”),
performance-based RSU awards (“PSUs”), cash incentive compensation and other stock-based awards. Our 2019 Director Plan
and 2022 Director Plan provide for the issuance of RSUs, Deferred Stock Units ("DSUs"), and stock options to non-employee
Directors. Outstanding awards under all plans continue to be subject to the terms and conditions of their respective plan.
We initially reserved 14,000,000 shares of our common stock for issuance under our 2023 Omnibus Plan. We added
13,791,761 shares that were reserved but not issued under the Sovereign Holdings, Inc. Management Equity Incentive Plan
(“Sovereign MEIP”), Sovereign 2012 MEIP, 2014 Omnibus, 2016 Omnibus Plans, 2019 Omnibus Plan and 2021 Omnibus Plan
to the 2023 Omnibus Plan reserves, for a total of 27,791,761 authorized shares of common stock for issuance under the 2023
Omnibus Plan. Additionally, we initially reserved 830,000 shares of our common stock for issuance under our 2022 Director Plan
and added 169,808 shares that were reserved but not issued under the 2019 Director Plan. Time-based options granted under
the 2019, 2016, and 2014 Omnibus Plans prior to 2020 generally vest over a four year period with 25% vesting at the end of year
one and the remaining vesting quarterly thereafter. Time-based options granted under the 2023 Omnibus plan, 2021 Omnibus
plan and the 2019 Omnibus Plan after 2020 vest over a three-year period, vesting in equal annual installments. Options granted
prior to fiscal year 2020 vested over a four-year period. Options granted are exercisable for up to 10 years. RSUs generally vest
over a four year period with 25% vesting annually. PSUs granted prior to 2020 generally vest over a four year period with 25%
vesting annually. During 2020, 2021, 2022 and 2023, we granted PSUs that vest over a three year period in equal annual
installments, as well as PSUs that cliff vest at the end of one, two, or three years, depending on the terms of the grant. Vesting of
PSUs is dependent upon the achievement of certain company-based performance measures. Stock-based compensation
expense for all awards totaled $52 million, $83 million and $121 million for the years ended December 31, 2023, 2022 and 2021,
respectively.
The fair value of the stock options granted was estimated at the date of grant using the Black-Scholes option pricing
model. For further details on these assumptions, see Note 1. Summary of Business and Significant Accounting Policies. No stock
options were granted during the year ended December 31, 2023 and 2022. The following table summarizes the weighted-
average assumptions used in 2021:
87
Exercise price
Average risk-free interest rate
Expected life (in years)
Expected volatility
Dividend yield
Year Ended December 31,
2021
$
11.81
0.67%
6.00
54.95%
—%
The following table summarizes the stock option award activities under our outstanding equity-based compensation plans
and agreements for the year ended December 31, 2023:
Weighted-Average
Outstanding at December 31, 2022
Forfeited
Expired
Outstanding at December 31, 2023
Vested and exercisable at December 31, 2023
______________________
Quantity
2,635,556 $
(25,131)
(862,670)
1,747,755 $
1,747,755 $
Exercise Price
13.64
12.88
16.56
12.20
12.20
Remaining
Contractual
Term (years)
Aggregate
Intrinsic Value
(in thousands) (1)
—
5.2 $
5.5 $
5.5 $
—
—
(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options awards and the closing
price of our common stock of $4.40 and $6.18 on December 31, 2023 and 2022, respectively. If the aggregate intrinsic value is negative, it
is assigned a nil value.
There were no options exercised during the year ended December 31, 2023, and the total intrinsic value of stock options
exercised was immaterial for the years ended December 31, 2022 and 2021. There were no options granted during the year
ended December 31, 2023 and 2022, and the weighted-average fair values of options granted during the year ended December
31, 2021 was $6.01. As of December 31, 2023, there was no unrecognized compensation expense associated with stock
options.
The following table summarizes the activities for our RSUs for the year ended December 31, 2023:
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2023
Quantity
10,710,075 $
17,102,726
(4,279,551)
(2,948,055)
20,585,195 $
Weighted-Average
Grant Date
Fair Value
10.92
3.58
11.98
7.00
5.10
The total fair value of RSUs vested, as of their respective vesting dates, was $51 million, $68 million, and $62 million
during the years ended December 31, 2023, 2022 and 2021, respectively. As of December 31, 2023, approximately $67 million
in unrecognized compensation expense associated with RSUs will be recognized over a weighted average period of 2.7 years.
The following table summarizes the activities for our PSUs for the year ended December 31, 2023:
Unvested at December 31, 2022
Granted
Vested
Forfeited
Unvested at December 31, 2023
Quantity
3,439,728 $
3,757,560
(920,813)
(405,861)
5,870,614 $
Weighted-Average
Grant Date
Fair Value
12.14
3.51
12.01
11.49
6.69
The total fair value of PSUs vested, as of their respective vesting dates, was $19 million during each of the years ended
December 31, 2023 and 2022, and $15 million during the year ended December 31, 2021. The recognition of compensation
expense associated with PSUs is contingent upon the achievement of annual company-based performance measures and for
88
2022 and 2023 grants a total shareholder return modifier. During the years ended December 31, 2023, 2022 and 2021, we
assessed the probability of achieving the performance measures associated with PSU awards each reporting period and, if there
was an adjustment, recorded the cumulative effect of the adjustment in that respective reporting period. As of December 31,
2023, unrecognized compensation expense associated with PSUs expected to vest totaled $7 million and $3 million for the
annual measurement periods ending December 31, 2024 and 2025, respectively.
16. Earnings Per Share
The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings
per share from continuing operations (in thousands, except per share data):
Numerator:
Loss from continuing operations
Less: Net (loss) income attributable to non-controlling interests
Less: Preferred stock dividends
Net loss from continuing operations available to common stockholders,
basic and diluted
Denominator:
Basic weighted-average common shares outstanding
Diluted weighted-average common shares outstanding
Earnings per share from continuing operations:
Basic
Diluted
Year Ended December 31,
2023
2022
2021
$
(528,248) $
(432,099) $
(923,775)
(332)
14,257
2,670
21,385
2,162
21,602
$
(542,173) $
(456,154) $
(947,539)
346,567
346,567
326,742
326,742
320,922
320,922
$
$
(1.56) $
(1.56) $
(1.40) $
(1.40) $
(2.95)
(2.95)
Basic earnings per share is computed by dividing net loss from continuing operations available to common stockholders
by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by
dividing net loss from continuing operations available to common stockholders by the weighted-average number of common
shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-average
common shares outstanding calculation excludes 3 million, 1 million and 4 million of dilutive stock options and restricted stock
awards for the years ended December 31, 2023, 2022 and 2021, respectively, as their effect would be anti-dilutive given the net
loss incurred in those periods. The calculation of diluted weighted-average shares excludes the impact of 6 million, 4 million, and
2 million for the years ended December 31, 2023, 2022 and 2021, respectively, of anti-dilutive common stock equivalents.
We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our
diluted net income per share. Under the if-converted method, the Exchangeable Notes are assumed to be converted at the
beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share
calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable
Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximately 42 million resulting
common shares related to the Exchangeable Notes are not
included in the dilutive weighted-average common shares
outstanding calculation for each of the years ended December 31, 2023, 2022 and 2021, respectively, as their effect would be
anti-dilutive given the net loss incurred in those periods.
Likewise, the potential dilutive effect of our Preferred Stock outstanding during the period was calculated using the if-
converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The resulting
common shares are included in the denominator of the diluted earnings per share calculation for the entire period being
presented and preferred stock dividends are added back to the numerator, only in the periods in which such effect is dilutive.
Approximately 39 million resulting common shares related to the Preferred Stock are not included in the dilutive weighted-
average common shares outstanding calculation for each of the years ended December 31, 2022 and 2021, respectively, as
their effect would be anti-dilutive given the net loss incurred in those periods. On September 1, 2023, the mandatory conversion
date, each outstanding share of Preferred Stock was automatically converted into approximately 47 million shares of our
common stock. See Note 14. Stock and Stockholders’ Equity for further details.
17. Pension and Other Postretirement Benefit Plans
We sponsor the Sabre GLBL Inc. 401(k) Savings Plan (“401(k) Plan”), which is a tax qualified defined contribution plan
that allows tax-deferred savings by eligible employees to provide funds for their retirement. We make a matching contribution
equal to 100% of each pre-tax dollar contributed by the participant on the first 6% of eligible compensation. We recognized
expenses related to the 401(k) Plan of approximately $17 million for the year ended December 31, 2023 and $18 million for
each of the years ended December 31, 2022 and 2021.
89
We sponsor the Sabre GLBL Inc. Legacy Pension Plan (“LPP”), which is a tax qualified defined benefit pension plan for
employees meeting certain eligibility requirements. The LPP was amended to freeze pension benefit accruals as of December
31, 2005, and as a result, no additional pension benefits have been accrued since that date. In April 2008, we amended the LPP
to add a lump sum optional form of payment which participants may elect when their plan benefits commence. The effect of the
amendment was to decrease the projected benefit obligation by $34 million, which is being amortized over 23.5 years,
representing the weighted average of the lump sum benefit period and the life expectancy of all plan participants. We also
sponsor postretirement benefit plans for certain employees in Canada and other jurisdictions.
The following tables provide a reconciliation of the changes in the LPP’s benefit obligations and fair value of assets during
the years ended December 31, 2023 and 2022, and the unfunded status as of December 31, 2023 and 2022 (in thousands):
Change in benefit obligation:
Benefit obligation at January 1
Interest cost
Actuarial (loss) gain, net
Benefits paid
Lump sum settlement
Benefit obligation at December 31
Change in plan assets:
Fair value of assets at January 1
Actual return on plan assets
Employer contributions
Benefits paid
Lump sum settlement
Fair value of assets at December 31
Unfunded status at December 31
Year Ended December 31,
2023
2022
$
(297,763) $
(417,959)
(16,151)
(5,854)
27,556
—
(292,212) $
214,574 $
19,193
12,650
(27,556)
—
218,861 $
(73,351) $
(11,901)
97,123
19,055
15,919
(297,763)
333,791
(84,243)
—
(19,055)
(15,919)
214,574
(83,189)
$
$
$
$
The actuarial loss, net of $6 million for the year ended December 31, 2023 and the actuarial gain, net of $97 million for the
year ended December 31, 2022, are attributable to decreases and increases in the discount rate for each respective year. During
the year ended December 31, 2022, lump sum settlements occurred within our defined benefit pension plan which resulted in a
loss of $7 million, recorded to Other, net. There were no settlement losses during the year ended December 31, 2023.
The net benefit obligation of $73 million and $83 million as of December 31, 2023 and 2022, respectively, is included in
other noncurrent liabilities in our consolidated balance sheets.
The amounts recognized in accumulated other comprehensive loss associated with the LPP, net of deferred taxes of
$38 million as of December 31, 2023 and 2022, respectively, are as follows (in thousands):
Net actuarial loss
Prior service credit
Pension settlement
Accumulated other comprehensive loss
December 31,
2023
(112,270) $
4,802
28,241
2022
(109,444)
6,234
28,241
(79,227) $
(74,969)
$
$
90
The following table provides the components of net periodic benefit costs associated with the LPP and the principal
the LPP benefit obligations and net benefit costs for the three years ended
assumptions used in the measurement of
December 31, 2023, 2022 and 2021 (in thousands):
Interest cost(1)
Expected return on plan assets(1)
Amortization of prior service credit(1)
Amortization of actuarial loss(1)
Net periodic benefit
Settlement charge(1)
Net (benefit) cost
Year Ended December 31,
2023
16,151
(17,429)
(1,432)
2,302
(408)
—
2022
2021
$ 11,901
(14,131)
(1,433)
6,484
$ 2,821
6,707
$ 11,822
(14,334)
(1,432)
7,985
4,041
7,529
$
(408)
$ 9,528
$ 11,570
$
$
$
Weighted-average discount rate used to measure benefit obligations
5.38%
5.72%
2.97%
Weighted average assumptions used to determine net benefit cost:
Discount rate(2)
Expected return on plan assets
________________________________
(1) Included in Other, net on our consolidated statement of operations.
5.72%
6.90%
2.97%
5.00%
2.60%
5.00%
(2) Discount rates are as of January 1 of the respective years. Due to settlements during 2022 and 2021, additional discount rates assumed are
as follows: June 30, 2021: 2.89%, September 30, 2021: 2.96%, and December 31, 2022: 5.72%.
The following table provides the pre-tax amounts recognized in other comprehensive loss, including the amortization of
the actuarial loss and prior service credit, associated with the LPP for the years ended December 31, 2023, 2022 and 2021 (in
thousands):
Obligations Recognized in
Other Comprehensive Loss
Net actuarial loss (gain)
Pension settlement
Amortization of actuarial loss
Amortization of prior service credit
Total income recognized in other comprehensive loss (income)
Total recognized in net periodic benefit cost and other comprehensive loss
Year Ended December 31,
2023
2022
$
$
$
5,187
—
(2,302)
1,432
4,317
3,909
$
$
$
(354) $
(6,707)
(6,484)
1,433
(12,112) $
2021
(37,258)
(7,529)
(7,985)
1,432
(51,340)
(2,584) $
(39,771)
Our overall investment strategy for the LPP is to provide and maintain sufficient assets to meet pension obligations both
as an ongoing business, as well as in the event of
investment
management, actuarial circumstances and economic risk, while minimizing the earnings impact. Diversification is provided by
using an asset allocation primarily between equity and debt securities in proportions expected to provide opportunities for
reasonable long term returns with acceptable levels of investment risk. Fair values of the applicable assets are determined as
follows:
the lowest cost consistent with prudent
termination, at
Mutual Fund—The fair value of our mutual funds are estimated by using market quotes as of the last day of the period.
Common Collective Trusts—The fair value of our common collective trusts are estimated by using market quotes as of the
last day of the period, quoted prices for similar securities and quoted prices in non-active markets.
Real Estate—The fair value of our real estate funds are derived from the fair value of the underlying real estate assets
held by the funds. These assets are initially valued at cost and are reviewed periodically utilizing available market data to
determine if the assets held should be adjusted.
91
The basis for the selected target asset allocation included consideration of the demographic profile of plan participants,
expected future benefit obligations and payments, projected funded status of the plan and other factors. The target allocations
for LPP assets are 40% global equities, 15% real estate assets, 15% diversified credit and 28% liability hedging assets, and 2%
cash. It is recognized that the investment management of the LPP assets has a direct effect on the achievement of its goal. As
defined in Note 12. Fair Value Measurements, the following tables present the fair value of the LPP assets as of December 31,
2023 and 2022:
Common collective trusts:
Foreign equity securities
U.S. equity securities
Real estate
Money market mutual fund
Limited partnership interest:
Real estate
Total assets at fair value
Common collective trusts:
Foreign equity securities
U.S. equity securities
Money market mutual fund
Limited partnership interest:
Real estate
Total assets at fair value
Fair Value Measurements at December 31, 2023
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
— $
—
141,272 $
42,270
2,750
—
— $
—
26,873
—
141,272
42,270
26,873
2,750
—
2,750 $
—
183,542 $
5,696
32,569
$
5,696
218,861
Fair Value Measurements at December 31, 2022
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total
$
$
— $
—
4,944
$
176,163
26,177
—
— $
—
—
176,163
26,177
4,944
—
—
7,290
7,290
4,944 $
202,340
$
7,290 $
214,574
The following table provides a rollforward of plan assets valued using significant unobservable inputs (level 3), in
thousands:
Ending balance at December 31, 2021
Net distributions
Redemptions
Advisory fee
Net investment income
Unrealized gain
Net realized gain
Ending balance at December 31, 2022
Contributions
Net distributions
Redemptions
Advisory fee
Net investment income
Unrealized loss
Net realized gain
Ending balance at December 31, 2023
Real Estate
7,883
(193)
(1,836)
(76)
282
1,224
6
7,290
27,000
(163)
(266)
(64)
236
(1,471)
7
32,569
$
$
$
We contributed $13 million to fund our defined benefit pension plans during the year ended December 31, 2023. We did
not contribute to fund our defined benefit pension plans during the year ended December 31, 2022. Annual contributions to our
defined benefit pension plans in the United States, Canada, and other jurisdictions are based on several factors that may vary
from year to year. Our funding practice is to contribute the minimum required contribution as defined by law while also
92
maintaining an 80% funded status as defined by the Pension Protection Act of 2006. Thus, past contributions are not always
indicative of future contributions. Based on current assumptions, we expect to make a contribution of up to $14 million to our
defined benefit pension plans in 2024.
The expected long term rate of return on plan assets for each measurement date was selected after giving consideration
to historical returns on plan assets, assessments of expected long term inflation and market returns for each asset class and the
target asset allocation strategy. We do not anticipate the return of any plan assets to us in 2024.
We expect the LPP to make the following estimated future benefit payments (in thousands):
2024
2025
2026
2027
2028
2029-2033
$
Amount
26,052
29,231
28,124
29,793
30,654
120,431
18. Commitments and Contingencies
Purchase Commitments
In the ordinary course of business, we make various commitments in connection with the purchase of goods and services
from specific suppliers. We have outstanding commitments of approximately $2.4 billion. These purchase commitments extend
through 2030.
Legal Proceedings
While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts
claimed, these amounts may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate
outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be
reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and
reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is
made after careful analysis of each matter. The amount of the accrual may change in the future due to new information or
developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters.
Antitrust Litigation and Investigations
US Airways Antitrust Litigation
In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of
the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two
months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims
relating to Section 2. The surviving claims included claims brought under Section 1 of the Sherman Act, relating to our contracts
with US Airways, that US Airways claimed contain anticompetitive provisions, and an alleged conspiracy with the other GDSs,
allegedly to maintain the industry structure and not to compete for content. We strongly deny all of the allegations made by US
Airways.
Sabre filed summary judgment motions in April 2014. In January 2015, the court issued an order granting Sabre's
summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive
relief to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways'
claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for
declaratory relief, which the court denied in March 2017. US Airways estimated its damages in a range of $317 million to
$482 million (before trebling), depending on certain assumptions; this quantification was substantially reduced following the
court’s summary judgment ruling described above.
The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US
Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it
$5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs.
Based on the jury’s verdict, in March 2017 the court entered final
judgment in favor of US Airways in the amount of
$15 million, which is three times the jury’s award of $5 million as required by the Sherman Act. As a result of the jury's verdict,
US Airways was also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion
seeking approximately $125 million in attorneys’ fees and costs, an amount that we strongly disputed. In January 2018, the court
denied US Airways' motion seeking attorneys' fees and costs, without prejudice.
93
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.
In September 2019, the Second Circuit issued its Order and Opinion in which it vacated the judgment with respect to US
Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the
case to district court for a new trial. In addition, the Second Circuit affirmed the trial court’s ruling limiting US Airways’ damages.
The judgment in our favor on US Airways' conspiracy claim remained intact. The lawsuit was remanded to federal court in the
Southern District of New York for further proceedings consistent with the Second Circuit's Order and Opinion.
The retrial began in April 2022. US Airways quantified its damages for the retrial in a range of $204 million to $299 million
(before trebling), based on its payments of GDS booking fees to Sabre, alleged lost profits, and certain other assumptions. In
May 2022, the jury rejected US Airways’ claim under Section 1 of the Sherman Act, finding that Sabre’s contractual terms were
not anticompetitive, and found in favor of US Airways with respect to its monopolization claim for the period from 2007 to 2012
under Section 2 of the Sherman Act. The jury, however, only awarded US Airways $1.00 in single damages. Based on the jury’s
verdict, in June 2022 the court entered final judgment in favor of US Airways in the amount of $3.00, which is three times the
jury’s award of $1.00 as required by the Sherman Act. We have paid US Airways $3.05 to satisfy this portion of the judgment.
Neither party has filed an appeal, and the period to file a timely appeal has passed.
In addition, the court’s entry of judgment regarding the monopolization claim under Section 2 of the Sherman Act entitles
US Airways to receive reasonable attorneys’ fees and costs under the Sherman Act. The court referred the issue of the attorneys'
fees and costs to a magistrate judge. The magistrate issued a recommendation, which the court has adopted in full, that US
Airways is entitled to a reasonable attorneys' fees award, but that the award is subject to a reduction to reflect their nominal
recovery. In June 2023, US Airways filed a motion seeking approximately $139 million in attorneys' fees and costs, an amount
that we strongly dispute. On February 6, 2024, the court issued an order denying US Airways' motion for attorneys' fees and
costs without prejudice to renewal. The court further ordered that US Airways may refile its motion when and if settlement
negotiations break down and after US Airways files a letter advising the court of its intent to renew the motion. During the quarter
ended September 30, 2022, we accrued an estimated loss of $15 million in selling, general and administrative expenses for
these attorneys' fees and costs, which did not have a significant effect on our results of operations for 2022; this amount is within
our estimated range of outcomes based on our review of US Airways’ motion. The ultimate amount that we may be required to
pay to US Airways may be greater or less than the amount recorded and, if greater, could adversely affect our results of
operations. We have incurred and will incur significant fees, costs and expenses as long as the lawsuit continues.
Indian Income Tax Litigation
We were a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of
India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the
Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment
years ending March 1998 and March 1999. The DIT later issued further tax assessments for assessment years ending March
2000 through March 2006. The DIT has continued to issue tax assessments on a similar basis for subsequent years; however,
the tax assessments for assessment years ending March 2007 and later are not material. We appealed the tax assessments for
assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a
mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). On June 19, 2009 and July 10, 2009, the
ITAT ruled in our favor, stating that no income would be chargeable to tax for assessment years ending March 1998 and March
1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our
favor on July 19, 2010. The DIT appealed the decision to the Supreme Court of India which upheld the Delhi High Court ruling on
April 19, 2023. We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 and March
2021 with the ITAT and no trial date has been set for these subsequent years.
In addition, Sabre Asia Pacific Pte Ltd (“SAPPL”) is currently a defendant in similar income tax litigation brought by the
DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax
Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through
March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed
verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable
to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High
Court and our case is pending before that court; the High Court dismissed the case for assessment years ending March 2001
through March 2004. The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending
March 2006 through March 2015 and March 2018 through March 2020 and appeals for assessment years ending March 2006
through March 2016 and March 2018 through March 2020 are pending before the ITAT or the High Court depending on the year.
If the DIT were to fully prevail on every claim against us, including SAPPL, and other group companies, we could be
subject to taxes, interest and penalties of approximately $23 million as of December 31, 2023. We intend to continue to
aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will
result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this
94
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. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our
refund claims. We intend to vigorously defend our positions against any claims that are not insignificant, including through
litigation when necessary. During the year ended December 31, 2023 we accrued $11 million associated with these other tax
matters in selling, general and administrative expense. We will continue to monitor and update this estimate as additional
information becomes available. We may incur expenses in future periods related to such matters, including litigation costs and
possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected,
it could have a material impact to our results of operations.
19. Segment Information
Our reportable segments are based upon our internal organizational structure; the manner in which our operations are
managed; the criteria used by our President, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment
performance; the availability of separate financial information; and overall materiality considerations.
We operate our business and present our results through two business segments (i) Travel Solutions, our global travel
solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for
airlines, and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers.
Our CODM utilizes Adjusted Operating Income (Loss), which is not a recognized term under GAAP, as the measure of
profitability to evaluate performance of our segments and allocate resources. Our use of Adjusted Operating Income (Loss) has
limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported
under GAAP.
We define Adjusted Operating Income (Loss) as operating loss adjusted for equity method income (loss), impairment and
related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and
stock-based compensation.
Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not
made on the basis of total assets by segment.
Certain costs associated with our technology organization are allocated to the segments based on the segments' usage
of resources. Benefit expenses, facility and lease costs and associated depreciation expense are allocated to the segments
based on headcount. Unallocated corporate costs include certain shared expenses such as accounting,
finance, human
resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based
compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments.
We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated
current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to
Hospitality Solutions for hotel stays booked through our GDS.
95
Segment information for the years ended December 31, 2023, 2022 and 2021 is as follows (in thousands):
Revenue
Travel Solutions
Hospitality Solutions
Eliminations
Total revenue
Adjusted Operating Income (Loss)(a)
Travel Solutions
Hospitality Solutions
Corporate
Total
Depreciation and amortization
Travel Solutions
Hospitality Solutions
Total segments
Corporate
Total
Capital Expenditures
Travel Solutions
Hospitality Solutions
Total segments
Corporate
Total
Year Ended December 31,
2023
2022
2021
$ 2,642,077 $ 2,311,275
254,620
(28,880)
304,169
(38,508)
$ 1,503,539
202,628
(17,292)
$ 2,907,738
$ 2,537,015
$ 1,688,875
$
$
$
$
$
$
474,969 $
(11,286)
(234,976)
228,707
$
$
213,290
(51,579)
(229,753)
(68,042) $
(222,679)
(39,806)
(196,832)
(459,317)
$
83,214
24,498
107,712
40,964
$
110,513
21,785
132,298
52,335
148,676 $
184,633 $
61,100
6,772
67,872
19,551
87,423
$
$
40,396
6,011
46,407
23,087
69,494
$
$
170,673
26,354
197,027
65,158
262,185
25,128
224
25,352
28,950
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):
Operating income (loss)
Add back:
Equity method income (loss)
Impairment and related charges(1)
Acquisition-related amortization(2)
Restructuring and other costs(3)
Acquisition-related costs(4)
Litigation costs, net(5)
Stock-based compensation
Adjusted Operating Income (Loss)
Year Ended December 31,
2023
$
47,143
$
2022
(261,060) $
2021
(665,487)
2,042
—
40,237
72,096
2,336
12,838
686
5,146
51,254
14,500
6,854
31,706
(264)
—
64,144
(7,608)
6,744
22,262
52,015
228,707
$
82,872
(68,042) $
120,892
(459,317)
$
96
(1)
(2)
(3)
(4)
(5)
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.
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.
Restructuring and other costs in 2023 primarily represents charges associated with our cost reduction plan implemented in the second quarter of 2023. See
Note 5. Restructuring Activities to our consolidated financial statements. During 2022, charges, and adjustments to those charges, were recorded associated
with planning and implementing business restructuring activities, including costs associated with third party consultants advising on our business structure and
strategy.
Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition related activities.
Litigation costs, net represent charges associated with antitrust litigation and other foreign non-income tax contingency matters. See Note 18. Commitments
and Contingencies to our consolidated financial statements.
A significant portion of our revenue is generated through transaction-based fees that we charge to our customers. For
Travel Solutions, we generate revenue from our distribution activities through transaction fees for bookings on our GDS, and
from our IT solutions through recurring usage-based fees for the use of our SaaS and hosted systems, as well as upfront fees
and professional services fees. For Hospitality Solutions, we generate revenue from recurring usage-based fees for the use of
our SaaS and hosted systems, as well as upfront fees and professional services fees. Transaction-based revenue accounted for
approximately 86%, 83% and 72% of our Travel Solutions revenue for each of the years ended December 31, 2023, 2022 and
2021, respectively. Transaction-based revenue accounted for approximately 74%, 76% and 72% of our Hospitality Solutions
revenue for each of the years ended December 31, 2023, 2022 and 2021, respectively. All equity method income relates to
Travel Solutions.
Our revenues and long-lived assets, excluding goodwill and intangible assets, by geographic region are summarized
below. Distribution revenue for the Travel Solutions business is attributed to countries based on the location of the travel supplier
and IT Solutions revenue is based on the location of the customer. For Hospitality Solutions, revenue is attributed to countries
based on the location of the customer. The majority of our revenues and long-lived assets are derived from the United States,
Europe, and Asia-Pacific ("APAC") as follows (in thousands):
Year Ended December 31,
2023
2022
2021
Revenue:
United States
Europe
APAC
All Other
Total
Long-lived assets
United States
Europe
APAC
All Other
Total
$ 1,093,429 $
590,157
501,539
722,613
$ 2,907,738
958,927 $
627,772
335,056
615,260
$ 2,537,015
734,568
341,862
184,075
428,370
$ 1,688,875
As of December 31,
2023
2022
$
$
266,196 $
25,704
5,145
6,526
303,571 $
266,752
28,349
9,184
10,372
314,657
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief
Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, our
disclosure controls and procedures are effective.
97
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Exchange Act Rule 13a-15(f)). Under the supervision and with the participation of our management, including the
Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control
over financial reporting based on criteria established in the framework in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework). Based on our evaluation, we
concluded that our internal control over financial reporting is effective as of December 31, 2023.
Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the
effectiveness of our internal control over financial reporting as of December 31, 2023, which is included in Item 8 of this Annual
Report on Form 10-K.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Internal Control Over Financial Reporting
In March of 2023, we completed the implementation of a new billing system that affected our control environment over a
considerable portion of our revenue. There were no other changes in our internal control over financial reporting (as this term is
defined in Exchange Act Rule 13a-15(f)) during the most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
Securities Trading Arrangements
During the three months ended December 31, 2023, none of the Company's directors or executive officers adopted or
terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy
the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement."
Item 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
98
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information set forth under the following headings of our definitive Proxy Statement for our 2024 annual meeting of
stockholders (the “2024 Proxy Statement”) is incorporated in this Item 10 by reference:
•
•
•
•
•
“Certain Information Regarding Nominees for Director” under “Proposal 1. Election of Directors,” which identifies our
directors and nominees for our Board of Directors.
“Other information—Delinquent Section 16(a) Reports.”
“Corporate Governance—Other Corporate Governance Practices and Matters—Code of Business Ethics,” which
describes our Code of Business Ethics.
“Corporate Governance—Stockholder Nominations for Directors” and "Other Information—Proxy Access Nominations
and Annual Meeting Advance Notice Requirements" which describe the procedures by which stockholders may
nominate candidates for election to our Board of Directors.
“Corporate Governance—Board Committees—Audit Committee," which identifies members of the Audit Committee of
our Board of Directors and audit committee financial experts.
Information regarding our executive officers is reported under the caption “Information About Our Executive Officers” in
Part I of this Annual Report on Form 10-K.
ITEM 11.
EXECUTIVE COMPENSATION
The information set
forth under the headings “Compensation Discussion and Analysis,” “Executive Compensation,”
“Proposal 1. Election of Directors—Director Compensation Program” and “Corporate Governance—Compensation Committee
Interlocks and Insider Participation” of the 2024 Proxy Statement is incorporated in this Item 11 by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information set forth under the heading “Security Ownership of Certain Beneficial Owners and Management” of the
2024 Proxy Statement is incorporated in this Item 12 by reference.
Equity Compensation Plan Information
The following table gives information about our common stock that may be issued upon the exercise of options, warrants
and rights under all of our equity compensation plans as of December 31, 2023.
Number of securities
to be issued upon
exercise of
outstanding options (a)
Weighted average
exercise price of
outstanding options
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans (c)
Equity compensation plans approved by stockholders
28,388,434
$
12.20
9,410,406
________________________
(a)
Includes shares of common stock to be issued upon the exercise of outstanding options under our 2023 Omnibus Plan, 2022 Director Plan,
2021 Omnibus Plan, 2019 Omnibus Plan, 2019 Director Plan, 2016 Omnibus Plan, 2014 Omnibus Plan and the Sovereign 2012 MEIP. Also
includes 26,640,679 restricted share units under our 2023 Omnibus Plan, 2021 Omnibus Plan, 2019 Omnibus Plan, 2016 Omnibus Plan,
and 2014 Omnibus Plan (including shares that may be issued pursuant to outstanding performance-based restricted share units, assuming
the target award is met; actual shares may vary, depending on actual performance. Performance-based restricted share units granted prior
to 2022 reflect the current expected payout of 125%).
(b) Excludes restricted share units which do not have an exercise price.
(c) Excludes securities reflected in column (a).
Sabre Corporation 2023 Omnibus Incentive Compensation Plan. The 2023 Omnibus Plan serves as a successor to the
2021 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.
Sabre Corporation 2022 Director Plan. The 2022 Director Plan serves as a successor to the 2019 Director Plan and
provides for the issuance of RSUs, DSUs, and stock options to non-employee Directors.
Sabre Corporation 2021 Omnibus Incentive Compensation Plan. The 2021 Omnibus Plan serves as a successor to the
2019 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. All shares available for
future grants, along with shares that were covered by prior awards of stock options granted under the 2021 Omnibus Plan that
99
were forfeited or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred
to the 2023 Omnibus Plan. Therefore, as of December 31, 2023, no shares remained available for future grants under the 2019
Omnibus Plan.
Sabre Corporation 2019 Omnibus Incentive Compensation Plan. The 2019 Omnibus Plan serves as a successor to the
2016 Omnibus Plan 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. All shares available for future grants,
along with shares that were covered by prior awards of stock options granted under the 2019 Omnibus Plan that were forfeited
or otherwise expire unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2021
Omnibus Plan and then to the 2023 Omnibus Plan. Therefore, as of December 31, 2023, no shares remained available for future
grants under the 2019 Omnibus Plan.
Sabre Corporation 2019 Director Plan. The plan provides for the issuance of RSUs, DSUs, and stock options to non-
employee Directors. All shares available for future grants, along with shares that were covered by prior awards of stock options
granted under the 2019 Director Plan that were forfeited or otherwise expire unexercised or without the issuance of shares of
Sabre Corporation common stock, have been transferred to the 2022 Director Plan. Therefore, as of December 31, 2023, no
shares remained available for future grants under the 2019 Director Plan.
Sabre Corporation 2016 Omnibus Incentive Compensation Plan. The 2016 Omnibus Plan serves as a successor to the
2014 Omnibus Plan and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash incentive compensation
and other stock-based awards. All shares available for future grants, along with shares that were covered by prior awards of
stock options granted under the 2016 Omnibus Plan that were forfeited or otherwise expire unexercised or without issuance of
Sabre Corporation common stock, have been transferred to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to
the 2023 Omnibus Plan. Therefore, as of December 31, 2023, no shares remained available for future grants under the 2016
Omnibus Plan.
Sabre Corporation 2014 Omnibus Incentive Compensation Plan. The 2014 Omnibus Plan serves as successor to the
Sovereign MEIP and Sovereign 2012 MEIP and provides for the issuance of stock options, restricted shares, RSUs, PSUs, cash
incentive compensation and other stock-based awards. All shares available for future grants, along with shares that were
covered by prior awards of stock options granted under the 2014 Omnibus Plan that were forfeited or otherwise expire
unexercised or without issuance of Sabre Corporation common stock, have been transferred to the 2016 Omnibus Plan, then to
the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the 2023 Omnibus Plan. Therefore, as of December 31,
2023, no shares remained available for future grants under the 2014 Omnibus Plan.
Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan. Under the Sovereign 2012 MEIP, key employees and,
in certain circumstances, the directors, service providers and consultants, of Sabre and its affiliates may be granted stock
options, restricted shares, RSUs, PSUs and other stock-based awards. All shares available for future grants, along with shares
that were covered by prior awards of stock options granted under the Sovereign MEIP that were forfeited or otherwise expire
unexercised or without the issuance of shares of Sabre Corporation common stock, have been transferred to the 2014 Omnibus
Plan, then to the 2016 Omnibus Plan, then to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the 2023
Omnibus Plan. Therefore, as of December 31, 2023, no shares remained available for future grants under the Sovereign 2012
MEIP.
Sovereign Holdings, Inc. Management Equity Incentive Plan. Under the Sovereign MEIP, key employees and, in certain
circumstances, the directors, service providers and consultants, of Sabre and its affiliates may be granted stock options. All
shares available for future grants, along with shares that were covered by prior awards of stock options granted under the
Sovereign MEIP that were forfeited or otherwise expire unexercised or without the issuance of shares of Sabre Corporation
common stock, have been transferred to the Sovereign 2012 MEIP, which have subsequently been transferred to the 2014
Omnibus Plan, then to the 2016 Omnibus Plan, then to the 2019 Omnibus Plan, then to the 2021 Omnibus Plan and then to the
2023 Omnibus Plan. Therefore, as of December 31, 2023, no shares remained available for future grants under the Sovereign
MEIP.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information set forth under the headings “Certain Relationships and Related Party Transactions” and “Corporate
Governance—Board Composition and Director Independence” of the 2024 Proxy Statement is incorporated in this Item 13 by
reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information set forth under the headings “Principal Accounting Firm Fees” and “Audit Committee Approval of Audit
and Non-Audit Services” under “Proposal 2. Ratification of Independent Auditors” of the 2024 Proxy Statement is incorporated in
this Item 14 by reference.
100
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report.
PART IV
1. Financial statements. The financial statements are set forth under Item 8 of this Annual Report on Form 10-K.
2. Financial statement schedules. Schedule II Valuation and Qualifying Accounts is filed as part of this Annual Report on
Form 10-K and should be read in conjunction with the financial statements and notes thereto contained in Item 8.
All other financial statements and financial statement schedules for which provision is made in the applicable accounting
regulations of the SEC are not required under the related instruction, are not material or are not applicable and, therefore, have
been omitted.
3. Exhibits.
101
Exhibit
Number
Description of Exhibits
2.1
2.2
3.1
3.2
4.2
4.3
4.4
4.5
4.6*
10.1
10.2
10.3
10.4
10.5
Asset Purchase Agreement, dated as of January 23, 2015 by and among Expedia Inc., Sabre GLBL Inc.,
Travelocity.com LP and certain affiliates of Sabre GLBL Inc. and Travelocity.com LP (incorporated by reference
to Exhibit 2.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on January 26, 2015).
Share Purchase Agreement, dated as of May 14, 2015 by and between Abacus International Holdings Ltd and
Sabre Technology Enterprises II Ltd. (incorporated by reference to Exhibit 2.1 of Sabre Corporation’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2015).
Fourth Amended and Restated Certificate of Incorporation of Sabre Corporation (incorporated by reference to
Exhibit 3.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on April 24, 2019).
Seventh Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.1 of
Sabre Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on
December 6, 2022 ).
Indenture, dated as of April 14, 2015, among Sabre GLBL Inc., each of the guarantors party thereto and Wells
Fargo Bank, National Association, as trustee and collateral agent. (incorporated by reference to Exhibit 4.1 of
Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April
15, 2015).
Form of 5.375% Senior Secured Notes due 2023 (included in Exhibit 4.2).
Indenture, dated as of November 9, 2015, among Sabre GLBL Inc., each of the guarantors party thereto and
Wells Fargo Bank, National Association, as trustee and collateral agent. (incorporated by reference to Exhibit
4.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
November 9 2015).
Form of 5.250% Senior Secured Notes due 2023 (included in Exhibit 4.4).
Description of Sabre Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act
of 1934.
Loan Agreement, dated March 29, 2007, between Sabre Headquarters, LLC, as borrower, and JPMorgan
Chase Bank, N.A., as lender (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Registration
Statement on Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).
Amendment and Restatement Agreement, dated as of February 19, 2013, among Sabre Inc., Sabre Holdings
Corporation, the subsidiary guarantors party thereto, the lenders party thereto, Deutsche Bank AG New York
Branch, as administrative agent and Bank of America, N.A. as successor administrative agent (incorporated by
reference to Exhibit 10.2 of Sabre Corporation’s Amendment No. 1 to the Registration Statement on Form S-1
filed with the Securities and Exchange Commission on March 10, 2014).
Amended and Restated Guaranty, dated as of February 19, 2013, among Sabre Holdings Corporation, certain
subsidiaries of Sabre Inc. from time to time party thereto and Bank of America, N.A., as administrative agent
(incorporated by reference to Exhibit 10.3 of Sabre Corporation’s Registration Statement on Form S-1 filed with
the Securities and Exchange Commission on January 21, 2014).
Amended and Restated Pledge and Security Agreement, dated as of February 19, 2013, among Sabre
Holdings Corporation, Sabre Inc., certain subsidiaries of Sabre Inc. from time to time party thereto and Bank of
America, N.A., as administrative agent for the secured parties (incorporated by reference to Exhibit 10.4 of
Sabre Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on January 21, 2014).
First Lien Intercreditor Agreement, dated as of May 9, 2012, among Sabre Inc., Sabre Holdings Corporation,
the other grantors party thereto, Deutsche Bank AG New York Branch, as administrative agent and authorized
representative for the Credit Agreement secured parties, Wells Fargo Bank, National Association, as the Initial
First Lien Collateral Agent and initial additional authorized representative, each Additional First Lien Collateral
Agent and each additional Authorized Representative (incorporated by reference to Exhibit 10.5 of Sabre
Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on
January 21, 2014).
102
Exhibit
Number
10.6
10.7+
10.8+
10.9+
10.10+
10.11+
10.12+
10.13+
10.14
10.15
10.16
10.17
10.18
10.19+
Description of Exhibits
Incremental Term Facility Amendment
First
to Amended and Restated Credit Agreement, dated as of
September 30, 2013, among Sabre Inc., Sabre Holdings Corporation, the subsidiary guarantors party thereto,
and Bank of America, N.A., as incremental term lender and administrative agent (incorporated by reference to
Exhibit 10.7 of Sabre Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on January 21, 2014).
Sovereign Holdings, Inc. Management Equity Incentive Plan adopted June 11, 2007, as amended April 22,
2010 (incorporated by reference to Exhibit 10.8 of Sabre Corporation’s Registration Statement on Form S-1
filed with the Securities and Exchange Commission on January 21, 2014).
Form of Non Qualified Stock Option Grant Agreement under Sovereign Holdings, Inc. Management Equity
Incentive Plan adopted June 11, 2007, as amended April 22, 2010 (incorporated by reference to Exhibit 10.9 of
Sabre Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission
on January 21, 2014).
Sovereign Holdings, Inc. 2012 Management Equity Incentive Plan adopted September 14, 2012 (incorporated
by reference to Exhibit 10.16 of Sabre Corporation’s Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on January 21, 2014).
Form of Non Qualified Stock Option Grant Agreement under the Sovereign Holdings, Inc. 2012 Management
Equity Incentive Plan (incorporated by reference to Exhibit 10.17 of Sabre Corporation’s Registration Statement
on Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).
Form of Restricted Stock Unit Grant Agreement under the Sovereign Holdings, Inc. 2012 Management Equity
Incentive Plan (incorporated by reference to Exhibit 10.18 of Sabre Corporation’s Registration Statement on
Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).
Form of Restricted Stock Unit Grant Agreement for Non Employee Directors under the Sovereign Holdings, Inc.
2012 Management Equity Incentive Plan (incorporated by reference to Exhibit 10.20 of Sabre Corporation’s
Registration Statement on Form S-1 filed with the Securities and Exchange Commission on January 21, 2014).
Form of Non Qualified Stock Option Grant Agreement for Non Employee Directors under the Sovereign
Holdings, Inc. 2012 Management Equity Incentive Plan (incorporated by reference to Exhibit 10.21 of Sabre
Corporation’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on
January 21, 2014).
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of February 20, 2014, among Sabre
GLBL Inc., Sabre Holdings Corporation, each of
the other Loan Parties, Bank of America, N.A., as
administrative agent and the Lenders thereto (incorporated by reference to Exhibit 10.38 of Sabre Corporation’s
Amendment No. 1 to the Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on March 10, 2014).
First Revolver Extension Amendment to Amended and Restated Credit Agreement, dated as of February 20,
2014, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties, Bank of America,
N.A., as administrative agent and the Revolving Credit Lenders thereto (incorporated by reference to Exhibit
10.39 of Sabre Corporation’s Amendment No. 1 to the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on March 10, 2014).
First Incremental Revolving Credit Facility Amendment to Amended and Restated Credit Agreement, dated as
of February 20, 2014, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties,
Bank of America, N.A., as administrative agent and the Revolving Credit Lenders thereto (incorporated by
reference to Exhibit 10.40 of Sabre Corporation’s Amendment No. 1 to the Registration Statement on Form S-1
filed with the Securities and Exchange Commission on March 10, 2014).
Income Tax Receivable Agreement dated as of April 23, 2014 between Sabre Corporation and Sovereign
Manager Co-Invest, LLC (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on April 23, 2014).
Amended and Restated Stockholders’ Agreement dated as of April 23, 2014 by and among Sabre Corporation
and the stockholders party thereto (incorporated by reference to Exhibit 10.2 of Sabre Corporation’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on April 23, 2014).
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.20 of Sabre
Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 16,
2018).
103
Exhibit
Number
10.20+
10.21+
10.22+
10.23+
10.24+
10.25
10.26+
10.27
10.28
10.29
10.30+
10.31†
10.32+
10.33+
10.34+
10.35
10.36
Description of Exhibits
Sabre Corporation 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.48 of
Sabre Corporation’s Amendment No. 3 to the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on March 26, 2014).
Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2014 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.49 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 5, 2015).
Form of Non Qualified Stock Option Grant Agreement under the Sabre Corporation 2014 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.50 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 5, 2015).
Form of Restricted Stock Unit Annual Grant Agreement
for Non Employee Directors under the Sabre
Corporation 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.51 of Sabre
Corporation’s Amendment No. 3 to the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on March 26, 2014).
Form of Restricted Stock Unit Initial Grant Agreement for Non Employee Directors under the Sabre Corporation
2014 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.52 of Sabre Corporation’s
Amendment No. 3 to the Registration Statement on Form S-1 filed with the Securities and Exchange
Commission on March 26, 2014).
Supplement No. 1, dated as of December 31, 2012, to the Pledge and Security Agreement dated as of May 9,
the subsidiary guarantors and Wells Fargo Bank,
2012, among Sabre Holdings Corporation, Sabre Inc.,
National Association, as collateral agent for the secured parties (incorporated by reference to Exhibit 10.53 of
Sabre Corporation’s Amendment No. 4 to the Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on March 31, 2014).
Sabre Corporation Non-Employee Directors Compensation Deferral Plan dated October 29, 2014 (incorporated
by reference to Exhibit 10.57 of Sabre Corporation’s Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on January 26, 2015).
Second Amended and Restated Stockholders’ Agreement dated as of February 6, 2015 by and among Sabre
Corporation and the stockholders party thereto (incorporated by reference to Exhibit 10.58 of Sabre
Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 3,
2015).
Pledge and Security Agreement, dated as of April 14, 2015, among Sabre GLBL Inc., Sabre Holdings
Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as collateral
agent (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on April 15, 2015).
Pledge and Security Agreement, dated as of November 9, 2015, among Sabre GLBL Inc., Sabre Holdings
Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as collateral
agent (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on November 9, 2015).
Sabre Corporation Executive Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November
16, 2015).
Master Services Agreement dated as of November 1, 2015, between Sabre GLBL, Inc. and HP Enterprise
Services, LLC, as provider (incorporated by reference to Exhibit 10.65 of Sabre Corporation’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 19, 2016).
Sabre Corporation 2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of
Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May
26, 2016).
Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.44 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 2, 2017).
Form of Non-Qualified Stock Option Grant Agreement under the Sabre Corporation 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.45 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 2, 2017).
Joinder Agreement to Second Amended and Restated Stockholders' Agreement, dated January 5, 2016, by
Sovereign Co-Invest II, LLC (incorporated by reference to Exhibit 10.66 of Sabre Corporation’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2016).
Joinder Agreement to Amended and Restated Registration Rights Agreement, dated January 5, 2016, by
Sovereign Co-Invest II, LLC (incorporated by reference to Exhibit 10.67 of Sabre Corporation’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on April 28, 2016).
104
Exhibit
Number
10.37
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
10.46+
10.47
10.48+
Exhibit
Number
10.49+
10.50+
Description of Exhibits
Revolving Facility Refinancing Amendment to Amended and Restated Credit Agreement, dated July 18, 2016,
among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of
America, N.A., as Administrative Agent and the Revolving Credit Lenders party thereto (incorporated by
reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 19, 2016).
Amendment No. 2 to Amended and Restated Credit Agreement, dated July 18, 2016, among Sabre GLBL Inc.,
Sabre Holdings Corporation, each of
the other Loan Parties party thereto, Bank of America, N.A., as
Administrative Agent and the Lenders party thereto (incorporated by reference to Exhibit 10.2 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19,
2016).
Second Incremental Term Facility Amendment to Amended and Restated Credit Agreement, dated July 18,
2016, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank
of America, N.A., as Administrative Agent and the Incremental Term A Lenders party thereto (incorporated by
reference to Exhibit 10.3 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 19, 2016).
Amendment dated December 22, 2016, to that certain Master Services Agreement dated as of November 1,
2015 by and between HP Enterprise Services, LLC and Sabre GLBL Inc. (incorporated by reference to Exhibit
10.56 of Sabre Corporation's Annual Report on Form 10-K filed with the Securities and Exchange Commission
on February 17, 2017).
Third Incremental Term Facility Amendment to Amended and Restated Credit Agreement, dated February 22,
2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank
of America, N.A., as Administrative Agent, the 2017 Incremental Term Lenders party thereto and each other
Lender party thereto (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form
8-K filed with the Securities and Exchange Commission on February 24, 2017).
Amendment Number Two, dated May 1, 2017,
to that certain Master Services Agreement dated as of
November 1, 2015 by and between Enterprises Services, LLC (f/k/a HP Enterprise Services, LLC) and Sabre
GLBL Inc. (incorporated by reference to Exhibit 10.62 of Sabre Corporation’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on August 1, 2017).
Fourth Incremental Term Facility Amendment to Amended and Restated Credit Agreement, dated August 23,
2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank
of America, N.A., as Administrative Agent and the 2017 B-1 Incremental Term Lenders party thereto
(incorporated by reference to Exhibit 10.1 of Sabre Corporation's Current Report on Form 8-K filed with the
Securities and Exchange Commission on August 23, 2017).
Term Loan A Refinancing Amendment to Amended and Restated Credit Agreement, dated August 23, 2017,
among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of
America, N.A., as Administrative Agent and the 2017 Other Term A Lenders party thereto (incorporated by
reference to Exhibit 10.2 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on August 23, 2017).
Second Revolving Facility Refinancing Amendment to Amended and Restated Credit Agreement, dated August
23, 2017, among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto,
Bank of America, N.A., as Administrative Agent and Lenders party thereto (incorporated by reference to Exhibit
10.3 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 23, 2017).
Sabre Corporation Executive Severance Plan (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on November 8, 2017).
Fifth Term Loan B Refinancing Amendment to Amended and Restated Credit Agreement, dated March 2, 2018,
among Sabre GLBL Inc., Sabre Holdings Corporation, each of the other Loan Parties party thereto, Bank of
America, N.A., as Administrative Agent and the 2018 Other Term B Lenders party thereto (incorporated by
reference to Exhibit 10.1 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on March 2, 2018).
Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2016 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.37 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2018).
Description of Exhibits
Form of Non-Qualified Stock Option Grant Agreement under the Sabre Corporation 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.38 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 1, 2018).
Form of Chairman of the Board Restricted Stock Unit Agreement under the Sabre Corporation 2016 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.58 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2018).
105
10.51+
10.52+
10.53+
10.54+
10.55+
10.56+
10.57+
10.58+
10.59+
10.60+
10.61+
10.62+
10.63
10.64+
10.65
Form of Global Form of Restricted Stock Unit Agreement under the Sabre Corporation 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.61 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on July 31, 2018).
Form of Global Form of Stock Option Grant Agreement under the Sabre Corporation 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.62 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on July 31, 2018).
Form of Restricted Stock Unit Agreement under
the Sabre Corporation the 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.68 of Sabre Corporation’s Quarterly Report on
Form-1Q filed with the Securities and Exchange Commission on May 1, 2019).
Form of Executive Officer Stock Option Grant Agreement under the Sabre Corporation 2016 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.69 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 1, 2019).
Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2016 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.70 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2019).
Form of Non-Executive Chairman Restricted Stock Unit Agreement under the Sabre Corporation 2016 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.71 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2019).
Form of Non-Employee Director Restricted Stock Unit Annual Grant Agreement under the Sabre Corporation
2016 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.72 of Sabre Corporation’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 1, 2019).
Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of
Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April
24, 2019).
Sabre Corporation 2019 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24,
2019).
Form of Executive Stock Option Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.75 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 1, 2019).
Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.76 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 1, 2019).
Form of Non-Employee Director Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019
Director Equity Compensation Plan. incorporated by reference to Exhibit 10.77 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 1, 2019).
Payment and Termination Agreement, dated December 18, 2019 by and between Sabre Corporation and
Sovereign Manager Co-Invest, LLC (incorporated by reference to Exhibit 10.78 of Sabre Corporation’s Annual
Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2020)
Form of Award Agreement for Long-Term Cash Program under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.01 of Sabre Corporation’s Current Report on Form
8-K filed with the Securities and Exchange Commission on March 6, 2020).
Indenture, dated as of April 17, 2020, among Sabre GLBL Inc., each of the guarantors party thereto and Wells
Fargo Bank, National Association, as trustee and collateral agent (incorporated by reference to Exhibit 4.1 of
Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April
17, 2020).
Exhibit
Number
Description of Exhibits
10.66
10.67
10.68
10.69
Form of 9.250% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.1 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17,
2020).
Indenture, dated as of April 17, 2020, among Sabre GLBL Inc., Sabre Corporation, Sabre Holdings Corporation
and Wells Fargo Bank, National Association as trustee (incorporated by reference to Exhibit 4.3 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17,
2020).
Form of 4.000% Exchangeable Senior Notes due 2025 (incorporated by reference to Exhibit 4.3 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17,
2020).
Pledge and Security Agreement, dated April 17, 2020, among Sabre GLBL, Inc., Sabre Holdings Corporation,
the subsidiary guarantor party thereto and Wells Fargo Bank, National Association, as collateral agent
((incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on April 17, 2020).
106
10.70+
10.71+
10.72+
10.73+
10.74+
10.75+
10.76+
10.77+
10.78+
10.79+
10.80+
10.81+
10.82+
10.83
10.84
Form of Non-Employee Director Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019
Director Equity Compensation Plan (incorporated by reference to Exhibit 10.80 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).
Form of Executive Officer Stock Option Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.81 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).
Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.82 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).
Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.83 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 8, 2020).
Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.84 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).
Form of Executive Officer Stock Option Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.85 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).
Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.86 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).
Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.87 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).
Form of Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.88 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).
Form of Executive Officer Restricted Stock Unit Grant Agreement under the Sabre Corporation 2019 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.89 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2020).
Form of Non-Employee Director Restricted Stock Unit Grant Agreement (Initial Grant) under the Sabre
Corporation 2019 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.90 of Sabre
Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7,
2020).
Letter Agreement by and between Sabre Corporation and Roshan Mendis, dated June 2, 2020 (incorporated by
reference to Exhibit 10.91 of Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 7, 2020).
Letter Agreement by and between Sabre Corporation and David D. Moore, dated June 3, 2020 (incorporated by
reference to Exhibit 10.92 of Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on August 7, 2020).
Indenture, dated as of August 27, 2020, among Sabre GLBL Inc., each of the guarantors party thereto and
Wells Fargo Bank, National Association, as trustee and collateral agent (incorporated by reference to Exhibit
4.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
August 27, 2020).
Form of 7.375% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 4.1 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27,
2020).
Exhibit
Number
10.85
10.86+
10.87+
10.88
Description of Exhibits
Pledge and Security Agreement, dated as of August 27, 2020, among Sabre GLBL Inc., Sabre Holdings
Corporation, the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as collateral
agent. (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 27, 2020).
Letter Agreement between Sabre Corporation and Shawn Williams dated July 15, 2020 (incorporated by
reference to Exhibit 10.94 of Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and
Exchange Commission on November 6, 2020).
Letter Agreement between Sabre Corporation and Scott Wilson, dated July 30, 2020 (incorporated by reference
to Exhibit 10.95 of Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange
Commission on November 6, 2020).
Amendment Number 3, dated as of August 1, 2020 to that certain Master Services Agreement dated as of
November 1, 2015 by and between DXC Technology Services LLC (successor in interest to HP Enterprises,
LLC) and Sabre GLBL (incorporated by reference to Exhibit 10.96 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November 6, 2020).**
107
10.89
10.90
10.91
10.92
10.93
10.94
10.95+
10.96+
10.97+
10.98+
10.99+
10.100
10.101
Indenture, dated as of August 27, 2020, among Sabre GLBL Inc. each of the guarantors party thereto and Wells
Fargo Bank National Association, as trustee and collateral agent incorporated by reference to Exhibit 10.97 of
Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on
November 6, 2020).
Form of 7.375% Senior Secured Notes due 2025 (incorporated by reference to Exhibit 10.97 of Sabre
Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November
6, 2020).
Amendment No. 3 to Amended and Restated Credit Agreement, dated December 17, 2020, among Sabre
GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings, the Lenders party thereto and Bank of
America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 17, 2020).
Sixth Term A Loan Refinancing and Incremental Amendment to Amended and Restated Credit Agreement,
dated December 17, 2020, among Sabre GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings,
each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative Agent, Bank of America,
N.A., as the 2020 Other Term B Lender and Bank of America, N.A., as the 2020 Incremental Term Lender
(incorporated by reference to Exhibit 10.2 of Sabre Corporation’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 17, 2020).
Amended and Restated Master Services Agreement entered into as of August 1, 2020 by and between Sabre
GLBL Inc. and DXC Technology Services LLC (incorporated by reference to Exhibit 10.103 of Sabre
Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28,
2021 ).**
Amended and Restated Service Agreement No. 1 effective as of August 1, 2020 by and between Sabre GLBL
Inc. and DXC Technology Services LLC (incorporated by reference to Exhibit 10.104 of Sabre Corporation’s
Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2021 ).**
Sabre Corporation 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of
Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April
29, 2021).
Form of Executive Restricted Stock Unit Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.99 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021).
Form of Non-Employee Director Restricted Stock Unit Agreement under the Sabre Corporation 2019 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.100 of Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021).
Form of Executive Restricted Stock Unit Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan. (incorporated by reference to Exhibit 10.101 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021).
Form of Executive Restricted Stock Unit Agreement under the Sabre Corporation 2019 Omnibus Incentive
Compensation Plan (incorporated by reference to Exhibit 10.102 of Sabre Corporation’s Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on May 4, 2021).
Amendment No. 4 to Amended and Restated Credit Agreement, dated July 12, 2021, among Sabre GLBL Inc.,
as Borrower, Sabre Holdings Corporation, as Holdings, the Lenders party thereto and Bank of America, N.A., as
administrative Agent (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form
8-K filed with the Securities and Exchange Commission on July 13, 2021).
Fourth Revolving Refinancing Amendment to Amended and Restated Credit Agreement, dated July 12, 2021,
among Sabre GLBL Inc., as Borrower, Sabre Holding Corporation, as Holdings, each of the other Loan Parties
thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as the 2020 Other Term B-1
Lender (incorporated by reference to Exhibit 10.2 of Sabre Corporation’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on July 13, 2021).
Exhibit
Number
10.102
10.103
10.104+
Description of Exhibits
Seventh Term B Loan Refinancing Amendment to Amended and Restated Credit Agreement, dated July 12,
2021, among Sabre GLBL Inc., as Borrower, Sabre Holdings Corporation, as Holdings, each of the other Loan
Parties party thereto, Bank of America, N.A., as Administrative Agent and Bank of America, N.A., as the 2021
Other Term B-2 Lender (incorporated by reference to Exhibit 10.3 of Sabre Corporation’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on July 13, 2021).
Sales Agreement, dated August 19, 2021, by and between Sabre Corporation and BofA Securities, Inc.,
Citigroup Global Markets Inc. and Mizuho Securities USA LLC (incorporated by reference to Exhibit 1.1 of
Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August
19, 2021).
Employment Agreement, by and between Sabre Global Technologies Limited and Roshan Mendis, effective
from January 1, 2022 (incorporated by reference to Exhibit 10.113 of Sabre Corporation’s Annual Report on
Form 10-K filed with the Securities and Exchange Commission on February 18, 2022).
108
10.105†
10.106
10.107+
10.108+
10.109+
10.110+
10.111
10.112+
10.113+
10.114
10.115
10.116
10.117
10.118+
10.119+
10.120
10.121
Amendment Number 24 dated as of 17 December 2021 to that certain Service Agreement No. 1 effective as of
1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL Inc. (incorporated by reference
to Exhibit 10.114 of Sabre Corporation’s Annual Report on Form 10-K filed with the Securities and Exchange
Commission on February 18, 2022).
First Term Loan B Extension Amendment and Eighth Term Loan B Refinancing Amendment to Amended and
Restated Credit Agreement, dated March 9, 2022, among Sabre GLBL Inc., as Borrower, Sabre Holdings
Corporation, as Holdings, each of
thereto, Bank of America, N.A., as
Administrative Agent and Bank of America, N.A., as the 2022 Other Term B Lender (incorporated by reference
to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 14, 2022).
the other Loan Parties party
Sabre Corporation 2022 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.1 of Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 29,
2022).
Offer Letter by and between Sabre Corporation and Mike Randolfi, effective August 22, 2022 (incorporated by
reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and
Exchange Commission on July 28, 2022).
Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2021 Omnibus
Incentive Compensation Plan (incorporated by reference to the Exhibit 10.110 of the Sabre Corporation’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2022).
Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2021 Omnibus
Incentive Compensation Plan (incorporated by reference to the Exhibit 10.111 of the Sabre Corporation’s
Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 2, 2022).
Second Term Loan B Extension Amendment and Ninth Term Loan B Refinancing Amendment to Amended and
Restated Credit Agreement, dated August 15, 2022, among Sabre GLBL Inc., as Borrower, Sabre Holdings
Corporation, as Holdings, each of the other Loan Parties party thereto, Bank of America, N.A., as Administrative
Agent and Bank of America, N.A., as the 2022 Other Term B-2 Lender (incorporated by reference to Exhibit
the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
10.1 of
Commission on August 19, 2022).
Offer Letter by and between Sabre Corporation and Garry Wiseman effective August 1, 2022 (incorporated by
reference to Exhibit 10.114 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 2, 2022).
Offer Letter by and between Sabre Corporation and Chadwick Ho effective September 12, 2022 (incorporated
by reference to Exhibit 10.115 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on November 2, 2022).
Indenture, dated as of December 6, 2022 among Sabre GLBL Inc., each of the guarantors party thereto and
(incorporated by
Computershare Trust Company, National Association, as trustee and collateral agent
reference to Exhibit 4.1 of Sabre Corporation's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 6, 2022).
Form of 11.250% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.2 of Sabre
Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 6,
2022).
Pledge and Security Agreement, dated as of December 6, 2022, among Sabre GLBL Inc., Sabre Holdings
Corporation, the subsidiary guarantors party thereto and Computershare Trust Company, National Association,
as collateral agent (incorporated by reference to Exhibit 10.1 of Sabre Corporation's Current Report on Form 8-
K filed with the Securities and Exchange Commission on December 6, 2022).
Receivables Financing Agreement, dated as of the Closing Date, among the SPE, Sabre GLBL, Inc. and Sabre
Global Technologies Limited, as initial servicers, the Administrative Agent, the lenders party thereto, and PNC
Bank, N.A.
(incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on February 17, 2023).
Employment Agreement by and between the Company and Sean Menke, dated February 28, 2023
(incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 1, 2023).
Offer Letter by and between Sabre and Kurt Ekert, dated February 28, 2023. (incorporated by reference to
Exhibit 10.2 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 1, 2023).
Sale and Contribution Agreement, dated as of March 30, 2023, by and among Sabre Securitization, LLC, Sabre
GLBL Inc., GetThere L.P., Radixx Solutions International, Inc. and Prism Group, Inc. (incorporated by reference
to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 31, 2023).
English Sale Agreement, dated as of March 30, 2023, by and among Sabre Securitization, LLC and Sabre
Global Technologies Limited (incorporated by reference to Exhibit 10.2 of the Sabre Corporation’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on March 31, 2023).
109
10.122+
10.123+
10.124
10.125
10.126
10.127
10.128
10.129
10.130
10.131+
10.132+
10.133+
10.134+
10.135
10.136
10.137
10.138*
10.139*
21.1*
23.1*
24.1*
Sabre Corporation 2023 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of
the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 28, 2023).
Offer Letter by and between Sabre Corporation and Ann Bruder effective May 1, 2023 (incorporated by
reference to Exhibit 10.121 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on May 4, 2023).
Amendment No. 5 to Amended and Restated Credit Agreement, dated May 16, 2023, among Sabre GLBL Inc.,
as Borrower and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of
the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
May 19, 2023).
Commitment Letter, dated May 25, 2023, among Sabre GLBL, Inc. and Lenders (incorporated by reference to
Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on May 25, 2023).
First Amendment
Inc. and Lenders
to Commitment Letter, dated June 7, 2023, among Sabre GLBL,
(incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the
Securities and Exchange Commission on June 8, 2023).
Term Loan Credit Agreement, dated as of June 13, 2023, among Sabre Financial Borrower, LLC, as borrower,
Sabre Financing Holdings, LLC, as holdings, the subsidiary guarantors party thereto, the lenders party thereto
and Wilmington Trust, National Association, as administrative agent (incorporated by reference to Exhibit 10.1
of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on
June 16, 2023).
Guaranty, dated as of June 13, 2023, among Sabre Financing Holdings, LLC, as holdings, certain subsidiaries
party thereto, and Wilmington Trust, National Association, as administrative agent (incorporated by reference to
Exhibit 10.2 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 16, 2023)).
First Lien Pari Passu Credit Agreement, dated as of June 13, 2023, among Sabre GLBL Inc., as borrower,
Sabre Holdings Corporation, as holdings, Sabre Financial Borrower, LLC, as lender, and Wilmington Trust,
National Association, as administrative agent
the Sabre
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16,
2023).
(incorporated by reference to Exhibit 10.3 of
Guaranty, dated as of June 13, 2023, among Sabre Holdings Corporation, as holdings, certain subsidiaries
party thereto, and Wilmington Trust, National Association, as administrative agent (incorporated by reference to
Exhibit 10.4 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on June 16, 2023).
Form of Non-Employee Director Restricted Unit Grant Agreement under the Sabre Corporation 2022 Director
Equity Compensation Plan (incorporated by reference to Exhibit 10.123 of the Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2023).
Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2023 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.124 of the Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2023).
Form of Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2023 Omnibus
Incentive Compensation Plan (incorporated by reference to Exhibit 10.125 of the Sabre Corporation’s Quarterly
Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2023).
Executive Restricted Stock Unit Grant Agreement under the Sabre Corporation 2023 Omnibus Incentive
Compensation Plan made as of May 15, 2023 between Sabre Corporation and Sean Menke (incorporated by
reference to Exhibit 10.126 of the Sabre Corporation’s Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on August 3, 2023).
Indenture, dated as of September 7, 2023 among Sabre GLBL Inc., each of the guarantors party thereto and
Computershare Trust Company, National Association, as trustee and collateral agent incorporated by reference
to Exhibit 4.1 of the Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 7, 2023).
the Sabre
Form of 8.625% Senior Secured Notes due 2027incorporated by reference to Exhibit 4.2 of
Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 7,
2023).
Pledge and Security Agreement, dated as of September 7, 2023, among Sabre GLBL Inc., Sabre Holdings
Corporation, the subsidiary guarantors party thereto and Computershare Trust Company, National Association,
(incorporated by reference to Exhibit 10.1 of the Sabre Corporation’s Current Report on
as collateral agent
Form 8-K filed with the Securities and Exchange Commission on September 7, 2023).
Amendment Number 25 dated as of 10 March 2023 to that certain Service Agreement No. 1 effective as of 1
August 2020 by and between DXC Technology Services LLC and Sabre GLBL Inc.
Amendment Number 26 dated as of 21 December 2023 to that certain Service Agreement No. 1 effective as of
1 August 2020 by and between DXC Technology Services LLC and Sabre GLBL, Inc.
List of Subsidiaries
Consent of Ernst & Young LLP
Powers of Attorney (included on signature page)
110
31.1*
31.2*
32.1*
32.2*
97.1*
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Sabre Corporation Clawback Policy relating to recovery of erroneously awarded compensation, as required by
applicable listing standards adopted pursuant to 17 CFR 240.10D-1
101.INS*
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because
its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase
104*
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document.
_____________________
+ Indicates management contract or compensatory plan or arrangement.
† Confidential treatment has been granted to portions of this exhibit by the Securities and Exchange Commission.
* Filed herewith.
** Certain confidential portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The
omitted information is (i) not material and (ii) would likely cause us competitive harm if publicly disclosed. We agree to
furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission on its request.
ITEM 16.
FORM 10-K SUMMARY
Not applicable.
111
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 15, 2024
SABRE CORPORATION
By:
/s/ Michael Randolfi
Michael Randolfi
Executive Vice President and
Chief Financial Officer
KNOW ALL BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Kurt
Ekert, Michael Randolfi, and Steve Milton, and each of them, his or her true and lawful attorney-in-fact and agent, with full power
of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to execute any or all
amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, and each of them, full
power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Kurt Ekert
Kurt Ekert
/s/ Michael Randolfi
Michael Randolfi
/s/ Jami B. Kindle
Jami B. Kindle
/s/ George Bravante, Jr.
George Bravante, Jr.
/s/ Hervé Couturier
Hervé Couturier
/s/ Rachel Gonzalez
Rachel Gonzalez
/s/ Gail Mandel
Gail Mandel
/s/ Sean Menke
Sean Menke
/s/ Phyllis Newhouse
Phyllis Newhouse
/s/ Karl Peterson
Karl Peterson
/s/ Zane Rowe
Zane Rowe
/s/ Gregg Saretsky
Gregg Saretsky
/s/ John Scott
John Scott
/s/ Wendi Sturgis
Wendi Sturgis
Chief Executive Officer, President and Director
February 15, 2024
(Principal Executive Officer)
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
February 15, 2024
Senior Vice President and Chief Accounting Officer
(Principal Accounting Officer)
February 15, 2024
Director
Director
Director
Director
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
Executive Chair of the Board and Director
February 15, 2024
Director
Director
Director
Director
Director
Director
112
February 15, 2024
February 17, 2023
February 15, 2024
February 15, 2024
February 15, 2024
February 15, 2024
SABRE CORPORATION
SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS
DECEMBER 31, 2023, 2022 AND 2021
(In millions)
Allowance for Credit Losses
Year Ended December 31, 2023
Year ended December 31, 2022
Year ended December 31, 2021
Valuation Allowance for Deferred Tax Assets
Year Ended December 31, 2023
Year ended December 31, 2022
Year ended December 31, 2021
Balance at
Beginning
Charged to
Expense or
Other Accounts
Write-offs and
Other Adjustments
Balance at
End of Period
$
$
$
$
$
$
38.8 $
59.6 $
$
97.6
484.2 $
429.9 $
268.1 $
5.9
$
— $
(7.8) $
162.7 $
$
$
56.3
162.7
(10.4) $
(20.8) $
(30.2) $
4.5
$
(2.0) $
(0.9) $
34.3
38.8
59.6
651.4
484.2
429.9
113
BOARD OF DIRECTORS
EXECUTIVE OFFICERS
George Bravante, Jr.
Co-founder of Bravante-Curci Investors, LP
Owner of Bravante Produce, and
CEO of Pacific Agricultural Realty, LP
Hervé Couturier
President, Kerney Partners
Kurt Ekert
Chief Executive Officer and President,
Sabre Corporation
Rachel Gonzalez
General Counsel, GE Vernova
Gail Mandel
Managing Director, Focused Point
Ventures, LLC
Sean Menke
Executive Chair of the Board, Sabre Corporation
Phyllis Newhouse
Founder and CEO, Xtreme Solutions, Inc.
Karl Peterson
Former Senior Partner of TPG and Managing Partner,
TPG Pace Group
Zane Rowe
Executive Vice President and Chief Financial Officer,
Workday, Inc.
Gregg Saretsky
Retired President and Chief Executive Officer, WestJet
Lead Director, Sabre Corporation
John Scott
Founder and Chairman of Park House
Wendi Sturgis
Chief Executive Officer, cleverbridge GmbH
Kurt Ekert
Chief Executive Officer
and President
Sean Menke
Executive Chair of the Board
Ann Bruder
Executive Vice President
and Chief Legal Officer
Joe DiFonzo
Executive Vice President
and Chief Information Officer
Roshan Mendis
Executive Vice President
and Chief Commercial Officer,
Travel Solutions
Michael Randolfi
Executive Vice President
and Chief Financial Officer
Shawn Williams
Executive Vice President
and Chief People Officer
Scott Wilson
Executive Vice President, Sabre
and President, Hospitality Solutions
Garry Wiseman
Executive Vice President
and Chief Product Officer
CORPORATE INFORMATION
Stock Exchange Listing – Common Stock
Transfer Agent
NASDAQ: SABR
Annual Meeting
Wednesday, April 24, 2024 at 9:30 a.m. (CDT)
Sabre Global Headquarters
3150 Sabre Drive
Southlake, Texas 76092
(682) 605-1000
Equiniti Trust Company, LLC
55 Challenger Road, 2nd Floor
Ridgefield Park, NJ 07660
(800) 937-5449
Independent Auditors
Ernst & Young LLP
2323 Victory Avenue, Suite 2000
Dallas, Texas 75219