Sabre Corp

Previous wording

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 2023 and through the first quarter of 2024. Recent industry air distribution volume growth has leveled off, which may continue into the future and could impact our rate of growth. Passengers boarded for IT solutions has been negatively impacted by recent customer de-migrations, which has been partially offset by customer growth.

Current wording

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 2023 and through the second quarter of 2024. Recent industry air distribution volume growth has leveled off, which may continue into the future and could impact our rate of growth. Passengers boarded for IT solutions has been negatively impacted by recent customer de-migrations, which has been partially offset by customer growth.

Previous wording

During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our business and structurally reduce our cost base. As a result of this cost reduction plan, we incurred restructuring costs beginning in the second quarter of 2023 associated with our workforce. We estimate that these actions will reduce our operating expense on an annual basis by approximately $200 million. Since the second quarter of 2023, we have incurred costs of$66 million in connection with this business plan, within our consolidated statement of operations. We expect to continue this cost reduction plan through the end of 2024 and may incur additional costs as we continue to implement plans to further reposition and structurally reduce our cost base.

Current wording

During the second quarter of 2023, we announced and began to implement a cost reduction plan designed to reposition our business and structurally reduce our cost base. As a result of this cost reduction plan, we incurred restructuring costs beginning in the second quarter of 2023 associated with our workforce. We estimate that these actions will reduce our operating expense on an annual basis by approximately $200 million. Since the second quarter of 2023, we have incurred costs of$82 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 and we expect to be substantially complete with all activities associated with this plan by the end of 2024.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

(3) Other, net includes non-operating gains of $3 million recognized in the first quarter of 2023 and the impacts of fair value adjustments of our GBT investment in all periods presented. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

Current wording

(3) Other, net includes non-operating gains recognized in 2023 and the impacts of fair value adjustments of our GBT investment in all periods presented. In addition, all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency.

Previous wording

(4) Restructuring and other costs in 2024 primarily represents adjustments to charges associated with our cost reduction plan we began implementing in the second quarter of 2023. See Note 4. Restructuring Activities to our consolidated financial statements.

Current wording

(4) Restructuring and other costs in 2024 primarily represents charges and adjustments to charges associated with our cost reduction plan we began implementing in the second quarter of 2023. See Note 4. Restructuring Activities to our consolidated financial statements.

Previous wording

•a $46 million, or 9% increase in transaction-based distribution revenue primarily due to favorable rate impacts from travel supplier mix and a 2% increase in direct billable bookings to 98 million; and

Current wording

•a $20 million, or 4% increase in transaction-based distribution revenue primarily due to favorable rate impacts from travel supplier mix and a 1% increase in direct billable bookings to 91 million; and

Previous wording

Travel Solutions—Cost of revenue, excluding technology costs, increased $21 million, or 8%, for the three months ended March 31, 2024 compared to the same period in the prior year. The increase was primarily driven by a $23 million increase in incentive consideration due to an increase in rates and higher transaction volume. This increase was partially offset by a $2 million decrease in labor and professional services costs driven by our cost reduction plan.

Current wording

Travel Solutions—Cost of revenue, excluding technology costs, increased $18 million, or 7%, for the three months ended June 30, 2024 compared to the same period in the prior year. The increase was primarily driven by a $21 million increase in incentive consideration due to an increase in rates due to travel agency mix and slightly higher transaction volume. This increase was partially offset by a $3 million decrease in labor and professional services costs driven by our cost reduction plan.

Previous wording

Travel Solutions—Technology costs decreased $44 million, or 19% for the three months ended March 31, 2024 compared to the same period in the prior year. The decrease was primarily driven by a $29 million decrease in labor and professional services driven by our cost reduction plan, a $14 million decrease in technology costs due to cost savings related to our mainframe offloads and data migrations, and a decrease in depreciation and amortization of $2 million primarily due to the completion of amortization of certain capitalized internal use software.

Current wording

Travel Solutions—Technology costs decreased $49 million, or 22% for the three months ended June 30, 2024 compared to the same period in the prior year. The decrease was primarily driven by a $26 million decrease in labor and professional services driven by our cost reduction plan, a $19 million decrease in technology costs due to cost savings related to our cloud migrations and mainframe offloads, and a decrease in depreciation and amortization of $4 million primarily due to the completion of amortization of certain capitalized internal use software.

Previous wording

Corporate—Cost of revenue, excluding technology costs, decreased $2 million, or 97%, for the three months ended March 31, 2024 compared to the same period in the prior year primarily due to a decrease in labor and professional services.

Current wording

Hospitality Solutions—Technology costs decreased $2 million, or 8%, for the three months ended June 30, 2024 compared to the same period in the prior year primarily due to a $2 million decrease in labor and professional services driven by our cost reduction plan and a decrease in depreciation and amortization of $2 million due to the completion of amortization of certain capitalized internal use software. These decreases were partially offset by a $2 million increase in technology costs to support growth in the business.

Previous wording

Interest expense increased $25 million, or 25%, during the three months ended March 31, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period. See Note 7. Debt for further details regarding these debt transactions.

Current wording

Interest expense increased $23 million, or 22%, during the three months ended June 30, 2024 compared to the same period in the prior year primarily due to additional interest incurred in connection with the financing activities that have occurred since the prior year period. See Note 7. Debt for further details regarding these debt transactions.

Previous wording

We recognized a loss on extinguishment of debt of $38 million for the three months ended March 31, 2024 as a result of the refinancing activity that occurred in the current quarter. See Note 7. Debt for further details.

Current wording

We recognized a gain on extinguishment of debt of $13 million for the three months ended June 30, 2023 as a result of the refinancing activity that occurred in the second quarter of 2023. See Note 7. Debt for further details.

Previous wording

For the three months ended March 31, 2024, we recognized $3 million of income tax expense, representing an effective tax rate of less than 1%, compared to an income tax expense of $2 million, representing an effective tax rate of less than 1% for the three months ended March 31, 2023. While the total tax provision increased slightly, the effective tax rate decreased for the three months ended March 31, 2024 as compared to the same period in 2023 primarily due to the change in the geographic mix of taxable income and various discrete items recorded in each of the respective three month periods. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Current wording

For the three months ended June 30, 2024, we recognized $5 million of income tax expense, representing an effective tax rate of less than 1%, compared to an income tax expense of $6 million, representing an effective tax rate of less than 1% for the three months ended June 30, 2023. The effective tax rate decreased for the three months ended June 30, 2024 as compared to the same period in 2023 primarily due to the change in the geographic mix of taxable income and various discrete items recorded in each of the respective three month periods. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits.

Previous wording

•a $10 million, or 7% decrease in IT solutions revenue driven by a $22 million decline in revenue from customers that have de-migrated from our systems, including the impact of termination fees from a certain carrier in the prior year. These decreases were partially offset by a $5 million increase in license fee revenue, an increase of $3 million due to a 2% increase in passengers boarded to 168 million and a $3 million increase in other revenue.

Current wording

•a $6 million or 2%, decrease in IT solutions revenue driven by a $28 million decline in revenue from customers that have de-migrated from our systems, including the impact of termination fees from a certain carrier in the prior year. This decrease was partially offset by an increase of $7 million due to volume growth, excluding the impact of customers that have de-migrated, a $4 million increase in license fee revenue, a $4 million increase in revenue recognized due to changes in facts and circumstances associated with certain carriers, and a $7 million increase in other revenue.

Previous wording

Hospitality Solutions—Revenue increased $5 million, or 7%, for the three months ended March 31, 2024 compared to the same period in the prior year. The increase was primarily driven by a $6 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 5% to 29 million driven by new customer deployments, and a favorable mix within our customer base. This increase was partially offset by a $1 million decrease in DX revenue.

Current wording

Hospitality Solutions—Revenue increased $12 million, or 8%, for the six months ended June 30, 2024 compared to the same period in the prior year. The increase was primarily driven by a $13 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 4% to 62 million driven by new customer deployments, and a favorable mix within our customer base. This increase was partially offset by a $1 million decrease in DX revenue.

Previous wording

Hospitality Solutions—Cost of revenue, excluding technology costs, declined slightly for the three months ended March 31, 2024 compared to the same period in the prior year. A $2 million decrease in labor and professional services costs driven by our cost reduction plan was partially offset by a $1 million increase in costs associated with increased transaction volumes and the mix of our transactions across our distribution channels.

Current wording

Hospitality Solutions—Cost of revenue, excluding technology costs, remained flat for the six months ended June 30, 2024 compared to the same period in the prior year. Increased costs associated with increased transaction volumes and the mix of our transactions across our distribution channels were offset by a $2 million decrease in labor and professional services costs driven by our cost reduction plan.

Previous wording

Depreciation and Amortization—Cost of revenue, excluding technology costs, decreased $4 million, or 46%, for the three months ended March 31, 2024 primarily due to the acceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems.

Current wording

Depreciation and Amortization—Cost of revenue, excluding technology costs, decreased $4 million, or 29%, for the six months ended June 30, 2024 primarily due to theacceleration of amortization of certain customer implementation costs in the prior year, in connection with a customer de-migrating from our systems.

Previous wording

Hospitality Solutions—Technology costs decreased $4 million, or 14%, for the three months ended March 31, 2024 compared to the same period in the prior year primarily due to a $5 million decrease in labor and professional services driven by our cost reduction plan. This decrease was partially offset by a $1 million increase in technology costs to support growth in the business.

Current wording

Hospitality Solutions—Technology costs decreased $6 million, or 11%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $7 million decrease in labor and professional services driven by our cost reduction plan. This decrease was partially offset by a $2 million increase in technology costs to support growth in the business.

Previous wording

Travel Solutions—Selling, general and administrative expenses decreased $15 million, or 19%, for the three months ended March 31, 2024 compared to the same period in the prior year due to a $10 million decrease in labor and professional services primarily driven by our cost reduction plan, a $3 million decrease in legal costs, and a $2 million decrease in the provision for credit losses.

Current wording

Travel Solutions—Selling, general and administrative expenses decreased $7 million, or 5%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $6 million decrease in labor and professional services primarily driven by our cost reduction plan, a $2 million decrease in legal costs, and a $2 million decrease in the provision for credit losses. These decreases were partially offset by a $2 million increase in other ongoing business expenses.

Previous wording

Hospitality Solutions—Selling, general and administrative expenses decreased $2 million, or 11%, for the three months ended March 31, 2024 compared to the prior year primarily due to a $2 million decrease in the provision for credit losses and a $1 million decrease in labor and professional services driven by our cost reduction plan.

Current wording

Hospitality Solutions—Selling, general and administrative expenses decreased $1 million, or 3%, for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $2 million decrease in the provision for credit losses and a $1 million decrease in labor and professional services driven by our cost reduction plan.

Previous wording

Other, net increased $7 million for the three months ended March 31, 2024 compared to the same period in the prior year primarily due to a change in fair value of our investments in securities from a loss of $1 million in the prior year period to a loss of $3 million in the current year period and a $3 million increase due to other non-operating gains recognized in the first quarter of 2023. See Note 9. Fair Value Measurements for further details regarding our investments in securities.

Current wording

Other, netincreased $21 million for the six months ended June 30, 2024 compared to the same period in the prior year primarily due to a $15 million increase due to other non-operating gains recognized in the prior year, a $4 million increase due to realized and unrealized foreign currency exchange losses in the current period, and a change in fair value of our investments in securities from a gain of $4 million in the prior year period to a gain of $1 million in the current year period. See Note 9. Fair Value Measurements for further details regarding our investments in securities.

Previous wording

As of March 31, 2024, we had$112 million outstanding under the AR Facility. The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty. See Note 7. Debt.

Current wording

As of June 30, 2024, we had$94 million outstanding under the AR Facility. The AR Facility matures on March 29, 2027 and allows us the ability to prepay the principal amount prior to the maturity date without penalty. See Note 7. Debt.

Previous wording

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 2023 and through the first quarter of 2024. 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.

Current wording

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 2023 and through the second quarter of 2024. 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.

Previous wording

During the first quarter of 2024, we refinanced and extended the maturity on approximately $300 million of our debt, which negatively impacted our results due to increasing interest rates, but increased our overall liquidity by approximately $70 million. We expect to repay our remaining 2025 debt maturities with cash from our balance sheet. In the second quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base. We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds. We will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

Current wording

During the first quarter of 2024, we refinanced and extended the maturity on approximately $300 million of our debt, which negatively impacted our results due to increasing interest rates, but increased our overall liquidity by approximately $70 million. In the second quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base. We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds. We will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.

Previous wording

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.

Current wording

We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long-term liabilities. Free cash flow is calculated as cash flow from operations reduced by additions to property and equipment. We expect the full year 2024 free cash flow to be positive.

Previous wording

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.

Current wording

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. Additionally, several countries, primarily Canada and in Europe, have proposed or adopted taxes on revenue earned by multinational companies from the provision of certain digital services, such as the use of an online marketplace, regardless of physical presence. These regulations have generally been labeled as a digital services tax (“DST”). Rates for DST we incur range from 1.5% to 3% of revenue earned in these jurisdictions. We record DST in selling, general and administrative costs in the consolidated statements of operations. During the second quarter of 2024, we recorded $8 million of DST related to recently enacted legislation in Canada, of which $6 million was retroactive to periods prior to 2024. These amounts will become due in the second quarter of 2025.

Previous wording

As of March 31, 2024, our outstanding debt totaled $5.0 billion, which is net of debt issuance costs and unamortized discounts of $133 million. Currently approximately 42% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Approximately 24% 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.

Current wording

As of June 30, 2024, our outstanding debt totaled $5.0 billion, which is net of debt issuance costs and unamortized discounts of $126 million. Currently approximately 42% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Approximately 24% 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.

Previous wording

The global capital markets experienced periods of volatility throughout 2023 and through the first quarter of 2024, in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2023 and the first quarter of 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. However, the June 2023 Refinancing (as defined below) provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt. 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 that antitrust litigation. See Note 13. Contingencies, to our consolidated financial statements.

Current wording

The global capital markets experienced periods of volatility throughout 2023 and through the second quarter of 2024, in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2023 and the first quarter of 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. However, the June 2023 Refinancing (as defined below) provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt. 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 that antitrust litigation. See Note 13. Contingencies, to our consolidated financial statements.

Previous wording

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 the AR Facility of up to$200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of$235 million (as each of such terms is defined below). In June 2023, we entered into 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 March 31, 2024, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility and the 2023 Term Loan Agreement.

Current wording

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 the AR Facility of up to$200 million, and in the first quarter of 2024, we increased the overall size of the AR Facility through the FILO Facility, resulting in a Securitization Facility of$235 million (as each of such terms is defined below). In June 2023, we entered into 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 June 30, 2024, we were in compliance with all covenants under the terms of the Amended and Restated Credit Agreement, the Securitization Facility, the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

Previous wording

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 the 2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries. Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes. 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 March 31, 2024, we are in compliance with the covenants under the 2023 Term Loan Agreement and the Pari Passu Loan Agreement.

Current wording

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 the 2023 Term Loan Agreement are secured by the assets of Sabre FB, including Sabre FB's claims under the Pari Passu Loan Agreement, and assets of certain of our foreign subsidiaries. Borrowings under the Pari Passu Loan Agreement are secured by first-priority liens on the same collateral securing the indebtedness owing under the Senior Secured Credit Facilities and Sabre GLBL's outstanding Senior Secured Notes. 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 six months ended June 30, 2023 of $13 million.

Previous wording

On March 7, 2024, Sabre GLBL exchanged approximately $36 million of our September 2025 Notes and approximately $7 million of our April 2025 Notes for approximately $50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Exchange Transaction"). No additional indebtedness was incurred as a result of the transaction, other than amounts covering exchange fees of approximately $7 million. Other than the issuance date and issue price, these additional June 2027 notes have the same terms, form a single series with, and are fungible with the June 2027 Notes described above. We incurred additional fees of approximately $1 million, which were funded with cash on hand. We determined that the March 2024 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the three months ended March 31, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.

Current wording

On March 7, 2024, Sabre GLBL exchanged approximately $36 million of our September 2025 Notes and approximately $7 million of our April 2025 Notes for approximately $50 million aggregate principal amount of additional June 2027 Notes (the "March 2024 Exchange Transaction"). No additional indebtedness was incurred as a result of the transaction, other than amounts covering exchange fees of approximately $7 million. Other than the issuance date and issue price, these additional June 2027 notes have the same terms, form a single series with, and are fungible with the June 2027 Notes described above. We incurred additional fees of approximately $1 million, which were funded with cash on hand. We determined that the March 2024 Exchange Transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt during the six months ended June 30, 2024 of approximately $7 million, primarily consisting of exchange fees related to the June 2027 Notes.

Previous wording

The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves. As of March 31, 2024, we had $232 million outstanding under the Securitization Facility, consisting of $112 million under the AR Facility and $120 million outstanding under the FILO Facility.

Current wording

The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves. As of June 30, 2024, we had $214 million outstanding under the Securitization Facility, consisting of $94 million under the AR Facility and $120 million outstanding under the FILO Facility.

Previous wording

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 $5 million of preferred stock dividends in our consolidated results of operations for the three months ended March 31, 2023. During the three months ended March 31, 2023, we paid cash dividends on our preferred stock of $5 million. On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock. See Note 11. Stock and Stockholders' Equity for further details.

Current wording

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 $5 million and $11 million of preferred stock dividends in our consolidated results of operations for the three and six months ended June 30, 2023. During the three and six months ended June 30, 2023, we paid cash dividends on our preferred stock of $5 million and $11 million. On September 1, 2023, the mandatory conversion date, each outstanding share of Preferred Stock was automatically converted into shares of our common stock. See Note 11. Stock and Stockholders' Equity for further details.

Previous wording

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 three months ended March 31, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we are undertaking as a result of the market conditions caused by COVID-19. As of March 31, 2024, 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.”

Current wording

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 six months ended June 30, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we are undertaking as a result of the market conditions caused by COVID-19. As of June 30, 2024, 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.”

Previous wording

Cash used in operating activities totaled $68 million for the three months ended March 31, 2024. The $4 million increase in operating cash flow from the same period in the prior year was primarily due to increased transaction volumes, partially offset by a $13 million increase in interest payments related to our debt and $5 million of severance payments made in connection with our cost reduction plan.

Current wording

Cash used in operating activities totaled $40 million for the six months ended June 30, 2024. The $59 million increase in operating cash flow from the same period in the prior year was primarily due to revenue growth from favorable rate impacts from travel supplier mix and an increase in global hotel and other travel bookings, as well as the impacts of our cost reduction plans and technology transformation efforts, which have improved our profitability and cash, a $33 million decrease in interest payments related to our debt, primarily due to the deferral of paid-in-kind interest and a $15 million decrease in severance payments made in connection with our cost reduction plan. These changes were partially offset by payments of $17 million associated primarily with employee retention plans.

Previous wording

For the three months ended March 31, 2024, we used $28 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems.

Current wording

For the six months ended June 30, 2024, we used $48 million of cash for capital expenditures primarily related to software developed for internal use and acquired software licenses associated with our internal billing systems.

Previous wording

For the three months ended March 31, 2023, we used$18 million of cash for capital expenditures primarily related to software developed for internal use.

Current wording

For the six months ended June 30, 2023, we used $48 million of cash for capital expenditures primarily related to software developed for internal use and $13 million for acquisition-related activity.

Previous wording

For the three months ended March 31, 2024, financing activities provided $78 million. Significant highlights of our financing activities include:

Current wording

For the six months ended June 30, 2024, financing activities provided $54 million. Significant highlights of our financing activities include:

Previous wording

•payment of $49 million for debt discount and issuance costs;

Current wording

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