sabr-20240331
0001597033December 312024Q1FALSE0.12694990.2222222http://fasb.org/us-gaap/2023#PrepaidExpenseAndOtherAssetsCurrenthttp://fasb.org/us-gaap/2023#PrepaidExpenseAndOtherAssetsCurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrenthttp://fasb.org/us-gaap/2023#OtherLiabilitiesNoncurrent00015970332024-01-012024-03-3100015970332024-04-26xbrli:sharesiso4217:USD00015970332023-01-012023-03-31iso4217:USDxbrli:shares00015970332024-03-3100015970332023-12-310001597033us-gaap:CustomerRelationshipsMember2024-03-310001597033us-gaap:CustomerRelationshipsMember2023-12-310001597033us-gaap:OtherIntangibleAssetsMember2024-03-310001597033us-gaap:OtherIntangibleAssetsMember2023-12-3100015970332022-12-3100015970332023-03-310001597033us-gaap:PreferredStockMember2023-12-310001597033us-gaap:CommonStockMember2023-12-310001597033us-gaap:AdditionalPaidInCapitalMember2023-12-310001597033us-gaap:TreasuryStockCommonMember2023-12-310001597033us-gaap:RetainedEarningsMember2023-12-310001597033us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001597033us-gaap:NoncontrollingInterestMember2023-12-310001597033us-gaap:RetainedEarningsMember2024-01-012024-03-310001597033us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001597033us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001597033us-gaap:CommonStockMember2024-01-012024-03-310001597033us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001597033us-gaap:TreasuryStockCommonMember2024-01-012024-03-310001597033us-gaap:PreferredStockMember2024-03-310001597033us-gaap:CommonStockMember2024-03-310001597033us-gaap:AdditionalPaidInCapitalMember2024-03-310001597033us-gaap:TreasuryStockCommonMember2024-03-310001597033us-gaap:RetainedEarningsMember2024-03-310001597033us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001597033us-gaap:NoncontrollingInterestMember2024-03-310001597033us-gaap:PreferredStockMember2022-12-310001597033us-gaap:CommonStockMember2022-12-310001597033us-gaap:AdditionalPaidInCapitalMember2022-12-310001597033us-gaap:TreasuryStockCommonMember2022-12-310001597033us-gaap:RetainedEarningsMember2022-12-310001597033us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001597033us-gaap:NoncontrollingInterestMember2022-12-310001597033us-gaap:RetainedEarningsMember2023-01-012023-03-310001597033us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-03-310001597033us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001597033us-gaap:CommonStockMember2023-01-012023-03-310001597033us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001597033us-gaap:TreasuryStockCommonMember2023-01-012023-03-310001597033us-gaap:PreferredStockMember2023-03-310001597033us-gaap:CommonStockMember2023-03-310001597033us-gaap:AdditionalPaidInCapitalMember2023-03-310001597033us-gaap:TreasuryStockCommonMember2023-03-310001597033us-gaap:RetainedEarningsMember2023-03-310001597033us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001597033us-gaap:NoncontrollingInterestMember2023-03-310001597033sabr:SeriesAMandatoryConvertiblePreferredStockMember2023-01-012023-03-31xbrli:pure0001597033us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-03-310001597033us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001597033us-gaap:AccountsReceivableMember2024-03-310001597033us-gaap:AccountsReceivableMember2023-12-310001597033us-gaap:OtherAssetsMember2024-03-310001597033us-gaap:OtherAssetsMember2023-12-310001597033us-gaap:OperatingSegmentsMembersabr:DistributionMembersabr:TravelSolutionsSegmentMember2024-01-012024-03-310001597033us-gaap:OperatingSegmentsMembersabr:DistributionMembersabr:TravelSolutionsSegmentMember2023-01-012023-03-310001597033sabr:ITSolutionsMemberus-gaap:OperatingSegmentsMembersabr:TravelSolutionsSegmentMember2024-01-012024-03-310001597033sabr:ITSolutionsMemberus-gaap:OperatingSegmentsMembersabr:TravelSolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:OperatingSegmentsMembersabr:TravelSolutionsSegmentMember2024-01-012024-03-310001597033us-gaap:OperatingSegmentsMembersabr:TravelSolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:OperatingSegmentsMembersabr:SynXisSoftwareAndServicesMembersabr:HospitalitySolutionsSegmentMember2024-01-012024-03-310001597033us-gaap:OperatingSegmentsMembersabr:SynXisSoftwareAndServicesMembersabr:HospitalitySolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMembersabr:HospitalitySolutionsSegmentMember2024-01-012024-03-310001597033us-gaap:OperatingSegmentsMemberus-gaap:ProductAndServiceOtherMembersabr:HospitalitySolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:OperatingSegmentsMembersabr:HospitalitySolutionsSegmentMember2024-01-012024-03-310001597033us-gaap:OperatingSegmentsMembersabr:HospitalitySolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:OperatingSegmentsMember2024-01-012024-03-310001597033us-gaap:OperatingSegmentsMember2023-01-012023-03-310001597033us-gaap:IntersegmentEliminationMember2024-01-012024-03-310001597033us-gaap:IntersegmentEliminationMember2023-01-012023-03-310001597033sabr:AirBookingsMember2024-03-310001597033sabr:AirBookingsMember2023-12-310001597033sabr:ConfermaLimitedDirectParentCompanyMember2023-02-012023-02-010001597033sabr:ConfermaLimitedDirectParentCompanyMember2023-02-0100015970332023-04-012023-06-300001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Membersabr:SecuredOvernightFinancingRateSOFRMember2024-01-012024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Member2024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Member2023-12-310001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Membersabr:SecuredOvernightFinancingRateSOFRMember2024-01-012024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Member2024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Member2023-12-310001597033us-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Membersabr:SecuredOvernightFinancingRateSOFRMember2024-01-012024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Member2024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Member2023-12-310001597033us-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Membersabr:SecuredOvernightFinancingRateSOFRMember2024-01-012024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Member2024-03-310001597033us-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Member2023-12-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMembersabr:ReferenceRateMember2024-01-012024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMember2024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMember2023-12-310001597033sabr:SecuritizationFacilityMemberus-gaap:RevolvingCreditFacilityMembersabr:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001597033sabr:SecuritizationFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-310001597033sabr:SecuritizationFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-12-310001597033sabr:SecuritizationFacilityMembersabr:TermLoanMembersabr:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMember2024-01-012024-03-310001597033sabr:SecuritizationFacilityMembersabr:TermLoanMemberus-gaap:LineOfCreditMember2024-03-310001597033sabr:SecuritizationFacilityMembersabr:TermLoanMemberus-gaap:LineOfCreditMember2023-12-310001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredNotes7375Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes7375Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredNotes1125Due2027Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes1125Due2027Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Membersabr:InterestPaidInCashMemberus-gaap:MediumTermNotesMembersabr:ReferenceRateMember2024-01-012024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMembersabr:ReferenceRateMembersabr:InterestPaidInKindPIKMember2024-01-012024-03-310001597033sabr:SecuritizationFacilityMembersabr:TermLoanMemberus-gaap:LineOfCreditMember2024-03-292024-03-290001597033sabr:SecuritizationFacilityMembersabr:TermLoanMemberus-gaap:LineOfCreditMember2024-03-312024-03-310001597033us-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2024-03-310001597033us-gaap:LineOfCreditMemberus-gaap:LetterOfCreditMember2023-12-310001597033us-gaap:LetterOfCreditMember2023-12-310001597033us-gaap:LetterOfCreditMember2024-03-310001597033us-gaap:MediumTermNotesMembersabr:SeniorSecuredCreditFacilitiesMember2024-01-012024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMember2023-06-130001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMember2023-06-132023-06-130001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-06-130001597033us-gaap:MediumTermNotesMembersabr:A2021TermLoanB12021TermLoanB2And2022TermLoanB2Member2023-06-130001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-01-012023-12-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Membersabr:InterestPaidInCashMemberus-gaap:MediumTermNotesMembersabr:ReferenceRateMember2023-06-132023-06-130001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMembersabr:ReferenceRateMembersabr:InterestPaidInKindPIKMember2023-06-132023-06-130001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMember2024-01-012024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Membersabr:InterestPaidInCashMemberus-gaap:MediumTermNotesMembersrt:MinimumMember2023-06-130001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMembersrt:MinimumMembersabr:InterestPaidInKindPIKMember2023-06-130001597033srt:MaximumMembersabr:SeniorSecuredTermLoanFacilityDue2028Membersabr:InterestPaidInCashMemberus-gaap:MediumTermNotesMember2023-06-130001597033srt:MaximumMembersabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:MediumTermNotesMembersabr:InterestPaidInKindPIKMember2023-06-130001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:SecuredDebtMember2024-01-012024-03-310001597033sabr:SeniorSecuredNotes7375Due2025Membersabr:SeniorSecuredNotesMember2023-09-072023-09-070001597033sabr:SeniorSecuredNotes7375Due2025Membersabr:SeniorSecuredNotesMember2023-09-070001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-09-072023-09-070001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-09-070001597033sabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2023-09-070001597033sabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2023-01-012023-12-310001597033sabr:SeniorSecuredNotes7375Due2025AndSeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-01-012023-12-310001597033sabr:SeniorSecuredNotes7375Due2025Membersabr:SeniorSecuredNotesMember2024-03-072024-03-070001597033sabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2024-03-072024-03-070001597033sabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2024-03-070001597033sabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2024-01-012024-03-310001597033sabr:SecuritizationFacilityMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2023-02-142023-02-140001597033sabr:SecuritizationFacilityMembersrt:MaximumMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2023-02-140001597033sabr:SecuritizationFacilityMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2023-02-140001597033sabr:SecuritizationFacilityMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2024-03-290001597033sabr:SecuritizationFacilityMembersabr:TermLoanMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2024-03-290001597033sabr:SecuritizationFacilityMemberus-gaap:RevolvingCreditFacilityMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2024-03-290001597033sabr:SecuritizationFacilityMembersabr:TermLoanMembersabr:SabreSecuritizationLLCMemberus-gaap:LineOfCreditMember2024-03-292024-03-290001597033sabr:SecuritizationFacilityMembersabr:TermLoanMemberus-gaap:LineOfCreditMember2024-03-290001597033sabr:SecuritizationFacilityMemberus-gaap:LineOfCreditMember2024-03-310001597033sabr:SecuritizationFacilityMembersabr:TermLoanMembersabr:SecuredOvernightFinancingRateSOFRMemberus-gaap:LineOfCreditMember2024-03-292024-03-290001597033sabr:SecuritizationFacilityMembersabr:SecuredOvernightFinancingRateSOFRFloorMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-292024-03-290001597033sabr:SecuritizationFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-292024-03-290001597033sabr:SecuritizationFacilityMembersabr:SecuredOvernightFinancingRateSOFRAdjustmentMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-292024-03-290001597033sabr:SecuritizationFacilityMemberus-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2024-03-312024-03-310001597033sabr:SecuritizationFacilityMemberus-gaap:AccountsReceivableMemberus-gaap:LineOfCreditMember2024-03-310001597033sabr:SecuritizationFacilityMemberus-gaap:OtherNoncurrentAssetsMemberus-gaap:LineOfCreditMember2024-03-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2020-04-170001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2024-03-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2020-04-172020-04-17sabr:day0001597033sabr:MeasurementPeriodMembersabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2020-04-172020-04-170001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2024-03-192024-03-190001597033sabr:SeniorExchangeableNotes7.32Due2026Memberus-gaap:ConvertibleDebtMember2024-03-190001597033us-gaap:ConvertibleDebtMembersabr:SeniorExchangeableNotes4.00Due2025AndSeniorExchangeableNotes7.32Due2026Member2024-03-192024-03-190001597033us-gaap:ConvertibleDebtMembersabr:SeniorExchangeableNotes4.00Due2025AndSeniorExchangeableNotes7.32Due2026Member2024-03-190001597033sabr:SeniorExchangeableNotes7.32Due2026Memberus-gaap:ConvertibleDebtMember2024-03-310001597033sabr:SeniorExchangeableNotes7.32Due2026Memberus-gaap:ConvertibleDebtMember2024-03-192024-03-190001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2023-03-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2023-12-310001597033sabr:SeniorExchangeableNotes7.32Due2026Memberus-gaap:ConvertibleDebtMember2023-12-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2024-01-012024-03-310001597033sabr:SeniorExchangeableNotes7.32Due2026Memberus-gaap:ConvertibleDebtMember2024-01-012024-03-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtMember2023-01-012023-03-310001597033sabr:SeniorExchangeableNotes7.32Due2026Memberus-gaap:ConvertibleDebtMember2023-01-012023-03-310001597033sabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2020-04-172020-04-170001597033sabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2024-03-192024-03-190001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap171OutstandingMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap279OutstandingMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap472OutstandingMember2024-03-310001597033sabr:InterestRateSwap388OutstandingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001597033sabr:InterestRateSwap4.37OutstandingMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersabr:InterestRateSwap279OutstandingMember2024-03-310001597033sabr:InterestRateSwap4.37OutstandingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-03-310001597033sabr:InterestRateSwap388OutstandingMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersabr:InterestRateSwap171OutstandingMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMembersabr:InterestRateSwap472OutstandingMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap171OutstandingMember2022-04-300001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap171OutstandingMember2022-12-310001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap279OutstandingMember2022-06-300001597033us-gaap:DesignatedAsHedgingInstrumentMembersabr:InterestRateSwap279OutstandingMember2022-12-310001597033us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2022-04-300001597033us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2022-06-300001597033us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2023-02-280001597033us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2023-06-300001597033us-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2024-01-310001597033us-gaap:InterestRateSwapMember2024-01-012024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestRateSwapMember2023-12-310001597033us-gaap:DesignatedAsHedgingInstrumentMember2024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMember2023-12-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2024-01-012024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2023-01-012023-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2024-01-012024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:CashFlowHedgingMember2023-01-012023-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2024-01-012024-03-310001597033us-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:InterestExpenseMemberus-gaap:CashFlowHedgingMemberus-gaap:InterestRateSwapMember2023-01-012023-03-310001597033sabr:GlobalBusinessTravelGroupIncInvestmentMember2022-05-012022-05-310001597033sabr:GlobalBusinessTravelGroupIncInvestmentMember2022-05-310001597033sabr:GlobalBusinessTravelGroupIncInvestmentMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestRateSwapMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMemberus-gaap:FairValueInputsLevel1Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMemberus-gaap:FairValueInputsLevel2Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMemberus-gaap:FairValueInputsLevel3Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel1Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel3Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMember2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2024-03-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:InterestRateSwapMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMemberus-gaap:FairValueInputsLevel1Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMemberus-gaap:FairValueInputsLevel2Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMembersabr:GlobalBusinessTravelGroupIncInvestmentMemberus-gaap:FairValueInputsLevel3Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Memberus-gaap:MoneyMarketFundsMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:MoneyMarketFundsMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:MoneyMarketFundsMemberus-gaap:FairValueInputsLevel3Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel1Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Memberus-gaap:BankTimeDepositsMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:BankTimeDepositsMemberus-gaap:FairValueInputsLevel3Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMember2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel1Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel2Member2023-12-310001597033us-gaap:FairValueMeasurementsRecurringMemberus-gaap:FairValueInputsLevel3Member2023-12-310001597033sabr:GlobalBusinessTravelGroupIncInvestmentMember2024-01-012024-03-310001597033sabr:GlobalBusinessTravelGroupIncInvestmentMember2023-01-012023-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Member2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Member2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Member2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB1Member2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Member2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Member2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Member2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2021TermLoanB2Member2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Member2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Member2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Member2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB1Member2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Member2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Member2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Member2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:MediumTermNotesMembersabr:A2022TermLoanB2Member2023-12-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2024-03-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:SecuredDebtMember2023-12-310001597033sabr:SeniorSecuredTermLoanFacilityDue2028Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SecuredDebtMember2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotes925Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredNotes7375Due2025Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes7375Due2025Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes7375Due2025Memberus-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredNotes7375Due2025Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorExchangeableNotes400Due2025Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorExchangeableNotes7.32Due2026Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotes8625Due2027Membersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotes1125Due2027Membersabr:SeniorSecuredNotesMember2024-03-310001597033sabr:SeniorSecuredNotes1125Due2027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotesMember2024-03-310001597033us-gaap:EstimateOfFairValueFairValueDisclosureMembersabr:SeniorSecuredNotes1125Due2027Membersabr:SeniorSecuredNotesMember2023-12-310001597033sabr:SeniorSecuredNotes1125Due2027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMembersabr:SeniorSecuredNotesMember2023-12-310001597033us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-03-310001597033us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2023-12-310001597033us-gaap:AccumulatedTranslationAdjustmentMember2024-03-310001597033us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001597033us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-03-310001597033us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001597033us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2024-03-310001597033us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember2023-12-310001597033sabr:SeriesAMandatoryConvertiblePreferredStockMember2020-08-242020-08-240001597033sabr:SeriesAMandatoryConvertiblePreferredStockMember2021-01-012021-12-310001597033us-gaap:CommonStockMember2021-01-012021-12-3100015970332021-12-310001597033sabr:SeriesAMandatoryConvertiblePreferredStockMember2023-09-010001597033sabr:SeriesAMandatoryConvertiblePreferredStockMember2020-08-2400015970332017-02-280001597033sabr:RestrictedStockAndOptionsMember2024-01-012024-03-310001597033sabr:RestrictedStockAndOptionsMember2023-01-012023-03-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtSecuritiesMembersabr:SeniorSecuredNotesMember2024-01-012024-03-310001597033sabr:SeniorExchangeableNotes400Due2025Memberus-gaap:ConvertibleDebtSecuritiesMembersabr:SeniorSecuredNotesMember2023-01-012023-03-310001597033us-gaap:ConvertibleDebtSecuritiesMemberus-gaap:PreferredStockMember2023-01-012023-03-310001597033sabr:USAirwaysLitigationMembersabr:USAirwaysMember2016-12-012016-12-310001597033sabr:USAirwaysLitigationRetrialMembersabr:USAirwaysMember2022-05-012022-05-310001597033sabr:USAirwaysLitigationRetrialMembersabr:USAirwaysMember2022-06-012022-06-300001597033sabr:USAirwaysLitigationRetrialMember2022-06-012022-06-300001597033sabr:USAirwaysLitigationRetrialMembersabr:USAirwaysMember2023-06-012023-06-300001597033sabr:USAirwaysLitigationRetrialMember2022-09-300001597033sabr:IndianIncomeTaxLitigationMemberus-gaap:ForeignCountryMember2024-01-012024-03-310001597033sabr:VATTaxMattersMember2023-12-31sabr:segment0001597033sabr:TravelSolutionsSegmentMember2024-01-012024-03-310001597033sabr:TravelSolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:MaterialReconcilingItemsMembersabr:TravelSolutionsSegmentMember2024-01-012024-03-310001597033us-gaap:MaterialReconcilingItemsMembersabr:TravelSolutionsSegmentMember2023-01-012023-03-310001597033us-gaap:CorporateNonSegmentMember2024-01-012024-03-310001597033us-gaap:CorporateNonSegmentMember2023-01-012023-03-31



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
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)
  
Delaware001-3642220-8647322
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)(I.R.S. Employer
Identification No.)
3150 Sabre Drive
Southlake, TX 76092
(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 valueSABRThe NASDAQ Stock Market LLC
(Title of each class)(Trading Symbol)(Name of each exchange on which registered)
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 (the “Exchange Act”) 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 an 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 filerAccelerated filer
Non-accelerated filerSmaller 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes    No 
As of April 26, 2024, 381,932,365 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.




SABRE CORPORATION
TABLE OF CONTENTS
 
  
Page No.
    Item 1. 
 
 
 
 
 
     Item 2.
     Item 3.
     Item 4.
 
 
     Item 1.
     Item 1A.
     Item 2.
     Item 5.
     Item 6.
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 Quarterly Report on Form 10-Q.



PART I. FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS

SABRE CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited) 
 Three Months Ended March 31,
 20242023
Revenue $782,886 $742,695 
Cost of revenue, excluding technology costs321,094 307,042 
Technology costs222,291 271,438 
Selling, general and administrative141,416 164,428 
Operating income (loss)98,085 (213)
Other expense:
Interest expense, net(124,747)(99,784)
Loss on extinguishment of debt(37,994) 
Equity method income960 423 
Other, net(4,477)2,407 
Total other expense, net(166,258)(96,954)
Loss from continuing operations before income taxes(68,173)(97,167)
Provision for income taxes2,932 2,199 
Loss from continuing operations(71,105)(99,366)
Loss from discontinued operations, net of tax (403)
Net loss(71,105)(99,769)
Net income (loss) attributable to noncontrolling interests378 (835)
Net loss attributable to Sabre Corporation(71,483)(98,934)
Preferred stock dividends 5,346 
Net loss attributable to common stockholders$(71,483)$(104,280)
Basic net loss per share attributable to common stockholders:
Loss from continuing operations$(0.19)$(0.32)
Net loss per common share$(0.19)$(0.32)
Diluted net loss per share attributable to common stockholders:  
Loss from continuing operations$(0.19)$(0.32)
Net loss per common share$(0.19)$(0.32)
Weighted-average common shares outstanding:  
Basic379,774 328,928 
Diluted379,774 328,928 
See Notes to Consolidated Financial Statements.
1


SABRE CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
 Three Months Ended March 31,
 20242023
Net loss$(71,105)$(99,769)
Other comprehensive income, net of tax:
Foreign currency translation adjustments ("CTA")(682)1,576 
Retirement-related benefit plans:
Amortization of prior service credits, net of taxes of $, $
(358)(358)
Amortization of actuarial losses, net of taxes of $, $
575 1,621 
Net change in retirement-related benefit plans, net of tax217 1,263 
Derivatives:
Unrealized losses (gains), net of taxes of $, $
6,747 (296)
Reclassification adjustment for realized gains, net of taxes of $, $
(1,956)(989)
Net change in derivatives, net of tax4,791 (1,285)
Share of other comprehensive loss of equity method investments(120)(302)
Other comprehensive income4,206 1,252 
Comprehensive loss(66,899)(98,517)
Less: Comprehensive (income) loss attributable to noncontrolling interests(378)835 
Comprehensive loss attributable to Sabre Corporation$(67,277)$(97,682)
 
See Notes to Consolidated Financial Statements.
2



SABRE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 March 31, 2024December 31, 2023
Assets
Current assets
Cash and cash equivalents$629,137 $648,207 
Restricted cash21,037 21,037 
Accounts receivable, net of allowance for credit losses of $35,548 and $34,343
411,364 343,436 
Prepaid expenses and other current assets165,270 145,911 
Total current assets1,226,808 1,158,591 
Property and equipment, net of accumulated depreciation of $1,850,314 and $1,851,191
242,856 233,677 
Equity method investments23,176 22,343 
Goodwill2,553,499 2,554,039 
Acquired customer relationships, net of accumulated amortization of $833,068 and $827,529
208,599 214,190 
Other intangible assets, net of accumulated amortization of $791,453 and $787,511
157,718 161,913 
Deferred income taxes12,172 10,201 
Other assets, net312,981 317,240 
Total assets$4,737,809 $4,672,194 
Liabilities and stockholders’ deficit
Current liabilities
Accounts payable$249,752 $231,767 
Accrued compensation and related benefits81,348 135,620 
Accrued subscriber incentives252,112 237,421 
Deferred revenues100,217 108,256 
Other accrued liabilities206,146 197,609 
Current portion of debt3,165 4,040 
Total current liabilities892,740 914,713 
Deferred income taxes27,843 30,745 
Other noncurrent liabilities248,819 258,719 
Long-term debt4,984,627 4,829,461 
Commitments and contingencies (Note 14)
Redeemable noncontrolling interests14,096 14,375 
Stockholders’ deficit
Common Stock: $0.01 par value; 1,000,000 authorized shares; 408,978 and 405,915 shares issued, 381,610 and 379,569 shares outstanding at March 31, 2024 and December 31, 2023, respectively
4,090 4,059 
Additional paid-in capital3,263,805 3,249,901 
Treasury Stock, at cost, 27,367 and 26,346 shares at March 31, 2024 and December 31, 2023, respectively
(522,202)(520,124)
Accumulated deficit(4,119,876)(4,048,393)
Accumulated other comprehensive loss(69,716)(73,922)
Noncontrolling interest13,583 12,660 
Total stockholders’ deficit(1,430,316)(1,375,819)
Total liabilities and stockholders’ deficit$4,737,809 $4,672,194 

See Notes to Consolidated Financial Statements.    
3


SABRE CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 Three Months Ended March 31,
20242023
Operating Activities
Net loss$(71,105)$(99,769)
Adjustments to reconcile net loss to cash used in operating activities:
Loss on extinguishment of debt37,994  
Depreciation and amortization34,159 40,319 
Paid-in-kind interest30,737  
Stock-based compensation expense13,905 17,005 
Amortization of upfront incentive consideration8,442 8,969 
Deferred income taxes(6,247)(19,219)
Amortization of debt discount and issuance costs6,241 5,216 
Provision for expected credit losses5,334 8,937 
Loss on investment fair value adjustment3,520 960 
Other725 419 
Loss from discontinued operations 403 
Changes in operating assets and liabilities:
Accounts and other receivables(74,665)(73,769)
Prepaid expenses and other current assets(21,852)5,512 
Capitalized implementation costs(4,398)(2,326)
Upfront incentive consideration(469)(1,338)
Other assets(7,660)1,387 
Accrued compensation and related benefits(54,291)(31,563)
Accounts payable and other accrued liabilities34,922 63,835 
Deferred revenue including upfront solution fees(3,382)2,613 
Cash used in operating activities(68,090)(72,409)
Investing Activities
Additions to property and equipment(27,676)(18,110)
Cash used in investing activities(27,676)(18,110)
Financing Activities
Proceeds on borrowings from lenders200,090  
Payments on borrowings from lenders(193,571)(5,870)
Proceeds from borrowings under Securitization Facility140,000 115,000 
Debt prepayment fees and issuance costs(48,733)(2,253)
Payments on borrowings under Securitization Facility(17,800) 
Net payment on the settlement of equity-based awards(2,078)(5,294)
Proceeds from sale of redeemable shares in subsidiary 16,000 
Dividends paid on preferred stock (5,346)
Other financing activities (298)
Cash provided by financing activities77,908 111,939 
Cash Flows from Discontinued Operations
Cash provided by operating activities 52 
Cash provided by discontinued operations 52 
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1,212)715 
(Decrease) increase in cash, cash equivalents and restricted cash(19,070)22,187 
Cash, cash equivalents and restricted cash at beginning of period669,244 815,923 
Cash, cash equivalents and restricted cash at end of period$650,174 $838,110 
Non-cash additions to property and equipment$ $5,999 
See Notes to Consolidated Financial Statements.
4


SABRE CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands, except share data)
(Unaudited)
 Stockholders’ Deficit
 Preferred StockCommon StockAdditional
Paid in
Capital
Treasury StockRetained DeficitAccumulated
Other
Comprehensive Loss
Noncontrolling
Interest
Total
Stockholders'Deficit
 SharesAmountSharesAmountSharesAmount
Balance at December 31, 2023 $ 405,914,663 $4,059 $3,249,901 26,345,684 $(520,124)$(4,048,393)$(73,922)$12,660 $(1,375,819)
Comprehensive loss— — — — — — — (71,483)4,206 923 (66,354)
Settlement of stock-based awards— — 3,062,998 31 (1)1,021,755 (2,078)— — — (2,048)
Stock-based compensation expense— — — — 13,905 — — — — — 13,905 
Balance at March 31, 2024 $ 408,977,661 $4,090 $3,263,805 27,367,439 $(522,202)$(4,119,876)$(69,716)$13,583 $(1,430,316)

Stockholders’ Equity (Deficit)
 Preferred StockCommon StockAdditional
Paid in
Capital
Treasury StockRetained DeficitAccumulated
Other
Comprehensive
Loss
Noncontrolling
Interest
Total
Stockholders'
Deficit
 SharesAmountSharesAmountSharesAmount
Balance at December 31, 20223,290,000 $33 353,436,503 $3,534 $3,198,580 24,894,998 $(514,215)$(3,506,528)$(65,731)$11,500 $(872,827)
Comprehensive income— — — — — — — (98,934)1,252 (451)(98,133)
Preferred stock dividends(1)
— — — — — — — (5,346)— — (5,346)
Settlement of stock-based awards— — 4,671,781 47 (5)1,304,145 (5,289)— — — (5,247)
Stock-based compensation expense— — — — 17,005 — — — — — 17,005 
Balance at March 31, 20233,290,000 $33 358,108,284 $3,581 $3,215,580 26,199,143 $(519,504)$(3,610,808)$(64,479)$11,049 $(964,548)

(1) Our mandatory convertible preferred stock accumulated cumulative dividends at an annual rate of 6.50%.

See Notes to Consolidated Financial Statements.
5


SABRE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
1. General Information
Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole direct subsidiary of Sabre Corporation. Sabre GLBL Inc. (“Sabre GLBL”) is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires.
Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three months ended March 31, 2024 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2024. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024.
We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity.
The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated.
Use of Estimates—The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) the evaluation of the recoverability of the carrying value of intangible assets and goodwill, (iii) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, and (iv) estimation of loss contingencies. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2024.
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 7. Debt below).
Recent Accounting Pronouncements
In November 2023, the FASB issued updated guidance to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The updated standard is effective for public companies for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
In December 2023, the FASB issued updated guidance to enhance the transparency and decision usefulness of income tax disclosures through improvements primarily related to the rate reconciliation and income taxes paid information. The updated standard is effective for public companies for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
In March 2024, the SEC adopted final rules requiring public entities to provide certain climate-related information in their registration statements and annual reports. As part of the disclosures, entities will be required to quantify certain effects of severe weather events and other natural conditions in a note to their audited financial statements. The rules will be effective beginning with annual reports for the year ending December 31, 2025. We are currently evaluating the impact of the new rules on our consolidated financial statement disclosures.
6


2. Revenue from Contracts with Customers
Contract Balances
Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service (“SaaS”) revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities.
The following table presents our assets and liabilities with customers as of March 31, 2024 and December 31, 2023 (in thousands).
AccountConsolidated Balance Sheet LocationMarch 31, 2024December 31, 2023
Contract assets and customer advances and discounts(1)
Prepaid expenses and other current assets / other assets, net$38,941 $42,029 
Trade and unbilled receivables, netAccounts receivable, net409,809 341,362 
Long-term trade unbilled receivables, netOther assets, net22,254 20,265 
Contract liabilitiesDeferred revenues / other noncurrent liabilities163,533 166,911 
______________________
(1) Includes contract assets of $10 million and $11 million for March 31, 2024 and December 31, 2023, respectively.
During the three months ended March 31, 2024, we recognized revenue of approximately $27 million from contract liabilities that existed as of January 1, 2024. Our long-term trade unbilled receivables, net relate to fixed license fees billed over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 6. Credit Losses.
Revenue
The following table presents our revenues disaggregated by business (in thousands):
Three Months Ended March 31,
20242023
Distribution$572,258 $525,886 
IT Solutions141,375 151,555 
Total Travel Solutions713,633 677,441 
SynXis Software and Services72,317 66,514 
Other6,502 7,298 
Total Hospitality Solutions78,819 73,812 
Total Segment Revenue792,452 751,253 
Eliminations(9,566)(8,558)
Total Sabre Revenue$782,886 $742,695 
We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the three months ended March 31, 2024, the impact on revenue recognized in the current period from performance obligations partially or fully satisfied in the previous period is immaterial.
Our air booking cancellation reserve totaled $13 million and $10 million as of March 31, 2024, and December 31, 2023, respectively.
Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts.
3. Redeemable Noncontrolling Interest
On February 1, 2023, we sold common shares of a subsidiary, representing a 19% interest in Conferma Limited's (Conferma) direct parent, to a third party for cash consideration of $16 million. In connection with the sale, we entered into a governing agreement which requires us under limited conditions to redeem the 19% interest, if requested, for the original purchase price of $16 million. We currently do not believe it is probable that the noncontrolling interest will become redeemable, given the remote likelihood of the applicable conditions being satisfied.
7


As the common shares are redeemable upon the occurrence of conditions not solely within our control, we recorded the noncontrolling interest as redeemable and classified it as temporary equity within our consolidated balance sheet initially at fair value. The noncontrolling interest is adjusted each reporting period for loss or income attributable to the noncontrolling interest. As of March 31, 2024 and 2023, the redeemable noncontrolling interest was $14 million and $16 million, respectively.
The following table presents the changes in redeemable noncontrolling interest of a consolidated subsidiary in temporary equity during the period ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
Redeemable noncontrolling interest, beginning of period$14,375 $ 
Proceeds from sale of redeemable noncontrolling interest 16,000 
Net loss attributable to redeemable noncontrolling interest(279)(436)
Redeemable noncontrolling interest, end of period$14,096 $15,564 
8


4. Restructuring Activities
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 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.
Since the second quarter of 2023, we have incurred costs of $66 million in connection with this business plan. These restructuring costs are comprised of $60 million that has been or will be paid in cash for severance and related benefits costs and $6 million paid related to other restructuring costs. During the three months ended March 31, 2024, we recorded an immaterial adjustment to the accrued liability for estimated amounts that are no longer expected to be paid.
The following table summarizes the accrued liability for severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheets, related to this cost reduction plan (in thousands):
Three Months Ended
March 31, 2024
Balance as of December 31, 2023$17,288 
Cash Payments(4,625)
Non-Cash Adjustments(5,916)
Balance as of March 31, 2024$6,747 
5. Income Taxes

    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. 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.
In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. We believe it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets. On the basis of this evaluation, as of March 31, 2024, a cumulative valuation allowance of $663 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased.
We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $44 million and $41 million as of March 31, 2024 and December 31, 2023, respectively.
6. Credit Losses
We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns, and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each.
We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables.
9


Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the three months ended March 31, 2024 for our portfolio segment is summarized as follows (in thousands):
Three Months Ended
March 31, 2024
Balance at December 31, 2023$34,343 
Provision for expected credit losses5,334 
Write-offs(4,065)
Other(64)
Balance at March 31, 2024$35,548 
10


7. Debt
As of March 31, 2024 and December 31, 2023, our outstanding debt included in our consolidated balance sheets totaled $4,988 million and $4,834 million, respectively, which are net of debt issuance costs of $67 million and $63 million, respectively, and unamortized discounts of $66 million and $65 million, respectively. The following table sets forth the face values of our outstanding debt as of March 31, 2024 and December 31, 2023 (in thousands):

 RateMaturityMarch 31, 2024December 31, 2023
Senior secured credit facilities:    
2021 Term Loan B-1
S(1) + 3.50%
December 2027$392,015 $392,015 
2021 Term Loan B-2
S(1) + 3.50%
December 2027614,151 614,151 
2022 Term Loan B-1
S(1) + 4.25%
June 2028603,447 603,447 
2022 Term Loan B-2
S(1) + 5.00%
June 2028645,310 645,310 
Senior Secured Term Loan Due 2028
RR(2) + 1.75%(3)
December 2028784,596 753,859 
Securitization facility:
AR Facility
S(1) + 4.00%(4)
March 2027112,200 110,000 
FILO Facility
S(1) + 8.00%
March 2027120,000  
9.25% senior secured notes due 2025
9.25%April 202531,547 38,895 
7.375% senior secured notes due 2025
7.375%September 202526,796 63,019 
4.00% senior exchangeable notes due 2025
4.00%April 2025183,220 333,220 
7.32% senior exchangeable notes due 2026
7.32%August 2026150,000  
8.625% senior secured notes due 2027
8.625%June 2027903,077 852,987 
11.25% senior secured notes due 2027
11.25%December 2027555,000 555,000 
Face value of total debt outstanding  5,121,359 4,961,903 
Less current portion of debt outstanding(3,165)(4,040)
Face value of long-term debt outstanding  $5,118,194 $4,957,863 
______________________

(1) Represents the Secured Overnight Financing Rate ("SOFR").
(2) Represents the Reference Rate as defined below.
(3) At our election, if interest is paid in cash the spread is 0.25% per annum, and in the case of interest paid-in-kind the spread is 1.75%.
(4) In connection with the issuance of the FILO Facility (as defined below), the initial drawn fee rate was increased from 2.25% to 4.00%.
We had outstanding letters of credit totaling $8 million and $12 million as of March 31, 2024 and December 31, 2023, respectively, which were secured by a $21 million cash collateral deposit account.
Senior Secured Credit Facilities
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.
Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. We are further required to pay down the term loans with proceeds from certain asset sales, if not reinvested into the business within 15 months, as defined in the Amended and Restated Credit Agreement. As of March 31, 2024, we are in compliance with all covenants under the terms of the Amended and Restated Credit Agreement.
Senior Secured Term Loan Due 2028
On June 13, 2023, Sabre Financial Borrower, LLC (“Sabre FB”), our indirect, consolidated subsidiary entered into a series of transactions including a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement") and an intercompany secured term loan agreement (the "Pari Passu Loan Agreement").
11


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.
The Senior Secured Term Loan Due 2028 matures on December 15, 2028 and offers us the ability to prepay subject to prepayment premiums as follows (i) with respect to any prepayment occurring on or prior to the second anniversary of the 2023 Term Loan Agreement, a customary make-whole amount, and (ii) with respect to any prepayment occurring after the second anniversary of the 2023 Term Loan Agreement and on or prior the third anniversary of the 2023 Term Loan Agreement, 25% of the applicable interest margin assuming all interest is payable-in-kind. After the third anniversary of the 2023 Term Loan Agreement, all prepayments can be made at par plus accrued interest.
The interest on the Senior Secured Term Loan Due 2028 is payable in cash; provided that, at our election, from the date of the agreement, until the last interest payment date occurring on or prior to December 31, 2025, the interest may be payable-in-kind. The Senior Secured Term Loan Due 2028 bears interest at a floating rate, with interest periods ending on each successive three month anniversary of the closing date and set in arrears based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest. As of March 31, 2024, the Reference Rate was 15.07%. 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 $31 million during the three months ended March 31, 2024.
Sabre FB’s obligations under the Senior Secured Term Loan Due 2028 are required to be guaranteed by certain of our existing and future foreign subsidiaries (the “Foreign Guarantors”). The 2023 Term Loan Agreement requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable Foreign Guarantors meet certain minimum levels. The 2023 Term Loan Agreement also includes various non-financial covenants, including restrictions on making certain investments, disposition activities and affiliate transactions. In addition, the 2023 Term Loan Agreement contains customary prepayment events and financial and negative covenants and other representations, covenants and events of default based on, but in certain instances more restrictive than, the Amended and Restated Credit Agreement. As of March 31, 2024, we were in compliance with all covenants under the terms of the 2023 Term Loan Agreement.
Senior Secured Notes
On September 7, 2023, Sabre GLBL completed exchange offers in which approximately $787 million of our 7.375% senior secured notes due 2025 (the “September 2025 Notes”) and approximately $66 million of our 9.25% senior secured notes due 2025 (the “April 2025 Notes”) were exchanged for a combination of cash and approximately $853 million aggregate principal amount of 8.625% senior secured notes due 2027 (the “June 2027 Notes”), issued at par (the “September 2023 Exchange Transaction”). The June 2027 Notes are jointly and severally, irrevocably and unconditionally guaranteed by Sabre Holdings and all of Sabre GLBL’s restricted subsidiaries that guarantee the Senior Secured Credit Facilities and the Secured Term Loan Due 2028. 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.
12


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.
Securitization Facility
On February 14, 2023, Sabre Securitization, LLC, our indirect, consolidated subsidiary and a special purpose entity (“Sabre Securitization”), entered into a three-year committed accounts receivable securitization facility (as amended from time to time the “Securitization Facility”) of up to $200 million with PNC Bank, N.A.
On March 29, 2024, Sabre Securitization increased the overall size of its existing Securitization Facility from $200 million to $235 million by issuing a $120 million "first-in, last-out" term loan tranche under the Securitization Facility (such tranche, the "FILO Facility") and reducing the revolving tranche under the Securitization Facility to $115 million (such tranche, the "AR Facility"). In connection with the issuance of the FILO Facility, the maturity date of the Securitization Facility was extended to March 29, 2027 and the springing maturity date thereunder was terminated. The FILO Facility provides the ability to prepay or repay at certain redemption premiums as set forth in the agreement. The net proceeds received from the FILO Facility of $117 million, net of $3 million in fees paid to creditors, will be used for general corporate purposes. We incurred additional fees of $4 million, which were funded with cash on hand.
The amount available for borrowings at any one time under the Securitization Facility is limited to a borrowing base calculated based on the outstanding balance of eligible receivables, subject to certain reserves. As of March 31, 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.
The FILO Facility bears interest at SOFR plus a drawn fee of 8.00% per annum. Interest and fees payable by Sabre Securitization under the FILO Facility are due monthly.
Borrowings under the AR Facility bear interest at a rate equal to SOFR, subject to a 0% floor, plus a drawn fee, initially in the amount of 2.25%, plus a 0.10% SOFR adjustment. In connection with the issuance of the FILO Facility, the initial drawn fee was increased from 2.25% to 4.00%. The drawn fee varies based on our leverage ratio, 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 $1 million for the three months ended March 31, 2024 and $2 million for the year ended December 31, 2023, which are recorded in other assets, net in our consolidated financial statements.
In connection with the Securitization Facility, certain of our subsidiaries (the “Originators”) have sold and contributed, and will continue to sell or contribute, substantially all of their accounts receivable and certain related assets (collectively, the “Receivables”) to Sabre Securitization to be held as collateral for borrowings under the Securitization Facility. Sabre Securitization’s assets are not available to satisfy the obligations of Sabre Corporation or any of its affiliates. Under the terms of the Securitization Facility, the lenders under the AR Facility and FILO Facility would have a senior priority claim to the assets of Sabre Securitization, which will primarily consist of the Receivables of the Originators participating in the Securitization Facility. As of March 31, 2024, $399 million of Receivables are held as assets by Sabre Securitization, consisting of $388 million of accounts receivable and $11 million of other assets, net in our consolidated balance sheet.
The Securitization Facility is accounted for as a secured borrowing on a consolidated basis, rather than a sale of assets; as a result, (i) Receivables balances pledged as collateral are presented as assets and the borrowings are presented as liabilities on our consolidated balance sheets, (ii) our consolidated statements of operations reflect the associated charges for bad debt expense (a component of general and administrative expenses) related to the pledged Receivables and interest expense associated with the Securitization Facility and (iii) receipts from customers related to the underlying Receivables are reflected as operating cash flows and borrowings and repayments under the Securitization Facility are reflected as financing cash flows within our consolidated statements of cash flows. The receivables and other assets of Sabre Securitization are not available to satisfy creditors of any entity other than Sabre Securitization.
The Securitization Facility contains certain customary representations, warranties, affirmative covenants, and negative covenants, subject to certain cure periods in some cases, including the eligibility of the Receivables being sold by the Originators and securing the loans made by the lenders, as well as customary reserve requirements, events of default, termination events, and servicer defaults. As of March 31, 2024, we were in compliance with and expect to be in compliance with the financial covenants of the Securitization Facility for at least the next twelve months.
Exchangeable Notes
On April 17, 2020, Sabre GLBL entered into a debt agreement (the "2025 Exchangeable Notes Indenture") consisting of $345 million aggregate principal amount of 4.000% senior exchangeable notes due 2025 (the “2025 Exchangeable Notes”). The 2025 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears
13


and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the 2025 Exchangeable Notes Indenture. As of March 31, 2024, we have $183 million aggregate principal amount of 2025 Exchangeable Notes outstanding.
Under the terms of the 2025 Exchangeable Notes Indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as our common stock” herein) at the following times or circumstances:
during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130% of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the Measurement Period”) if the trading price per $1,000 principal amount of 2025 Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the 2025 Exchangeable Notes Indenture, for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day;
upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the 2025 Exchangeable Notes Indenture);
upon the occurrence of specified corporate events; or
on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025.
With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the 2025 Exchangeable Notes Indenture), the holders of the 2025 Exchangeable Notes may require us to repurchase all or part of the principal amount of the 2025 Exchangeable Notes at a repurchase price equal to 100% of the principal amount of the 2025 Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. As of March 31, 2024, none of the conditions allowing holders of the 2025 Exchangeable Notes to exchange have been met.
The 2025 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 126.9499 shares of common stock per $1,000 principal amount of the 2025 Exchangeable Notes, which is equivalent to an initial exchange price of approximately $7.88 per share. The exchange rate is subject to anti-dilution and other adjustments. 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 2025 Exchangeable Notes Indenture) occurs with respect to any 2025 Exchangeable Note and the exchange date for the exchange of such 2025 Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the 2025 Exchangeable Notes Indenture), then, subject to the provisions set forth in the 2025 Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the 2025 Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the 2025 Exchangeable Notes of $336 million, net of underwriting fees and commissions, are being used for general corporate purposes.
On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of its outstanding 2025 Exchangeable Notes for $150 million aggregate principal amount of Sabre GLBL's newly-issued 7.32% senior exchangeable notes due 2026 (the "2026 Exchangeable Notes" and together with the 2025 Exchangeable Notes, the "Exchangeable Notes") and approximately $30 million of cash. We incurred additional fees of approximately $5 million in associated fees and expenses plus $3 million of accrued and unpaid interest, all of which were funded with cash on hand. We determined that the exchange transaction, including the impact of the exchange fees, represents a debt extinguishment and therefore recognized a loss on extinguishment of debt of $31 million. We did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged. The 2026 Exchangeable Notes are senior, unsecured obligations of Sabre GLBL, accrue interest payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1 2024, and mature on August 1, 2026, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the 2026 Exchangeable Notes (the "2026 Exchangeable Notes Indenture" and together with the 2025 Exchangeable Notes Indenture, the "Exchangeable Indentures"). As of March 31, 2024, we have $150 million aggregate principal amount of 2026 Exchangeable Notes outstanding.
Under the terms of the 2026 Exchangeable Notes Indenture, the 2026 Exchangeable Notes are exchangeable into our common stock under substantively the same circumstances as those set forth in the 2025 Exchangeable Notes other than:
during any calendar quarter commencing after the calendar quarter ended June 30, 2024, if the last reported sale price per share of our common stock exceeds 130% of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; and
on or after February 1, 2026, until the close of business on the second scheduled trading day immediately preceding the maturity date, August 1, 2026.
14


As of March 31, 2024, none of the conditions allowing holders of the 2026 Exchangeable Notes to exchange have been met.
The 2026 Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial exchange rate of 222.2222 shares of common stock per $1,000 principal amount of the 2026 Exchangeable Notes, which is equivalent to an initial exchange price of approximately $4.50 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon exchange, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. “Make-Whole Fundamental Change” provisions in the 2026 Exchangeable Notes Indenture are substantially similar to those described above for the 2025 Exchangeable Notes Indenture.
Debt issuance costs are amortized over the contractual life of the Exchangeable Notes through interest expense, within our results of operations. The effective interest rates at March 31, 2024 were 4.78% and 8.82% for the 2025 Exchangeable Notes and the 2026 Exchangeable Notes, respectively. The effective interest rate at March 31, 2023 was 4.78% for the 2025 Exchangeable Notes.
The following table sets forth the carrying value of the 2025 Exchangeable Notes and 2026 Exchangeable Notes (collectively, "the Exchangeable Notes") as of March 31, 2024 and December 31, 2023, (in thousands):
March 31, 2024December 31, 2023
2025 Exchangeable Notes2026 Exchangeable Notes2025 Exchangeable Notes2026 Exchangeable Notes
Principal$183,220 $150,000 $333,220 $ 
Less: Unamortized debt issuance costs1,452 4,722 3,256  
Net carrying value$181,768 $145,278 $329,964 $ 

The following table sets forth interest expense recognized related to the 2025 Exchangeable Notes and 2026 Exchangeable Notes for the three months ended March 31, 2024 and 2023 (in thousands):
Three Months Ended March 31,
20242023
2025 Exchangeable Notes2026 Exchangeable Notes2025 Exchangeable Notes2026 Exchangeable Notes
Contractual interest expense$3,132 $366 $3,332 $ 
Amortization of issuance costs578 64 586  

8. Derivatives
Hedging Objectives—We are exposed to certain risks relating to ongoing business operations. The primary risk managed by using derivative instruments is interest rate risk. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings.
In accordance with authoritative guidance on accounting for derivatives and hedging, we designate interest rate swaps as cash flow hedges of floating-rate borrowings.
Cash Flow Hedging Strategy—We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount.
For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments are reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. As of March 31, 2024, we did not have any hedge components excluded from the assessment of effectiveness. Cash flow hedges are classified in the same category in the consolidated statements of cash flows as the items being hedged and gains and losses on the derivative financial instruments are reported in cash provided by (used in) operating activities within the consolidated statements of cash flows. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statements of operations.
15


Interest Rate Swap ContractsInterest rate swaps outstanding during the three months ended March 31, 2024 and 2023, are as follows:
Notional AmountInterest Rate
Received
Interest Rate PaidEffective DateMaturity Date
Designated as Hedging Instrument
$200 million
1 month SOFR(1)
1.71%(2)
April 30, 2022December 31, 2023
$150 million
1 month SOFR(1)
2.79%(3)
June 30, 2022December 31, 2023
$250 million
1 month SOFR(1)
4.72%
June 30, 2023June 30, 2026
$250 million
1 month SOFR(1)
3.88%
December 31, 2023December 31, 2024
$250 million
1 month SOFR(1)
4.37%
January 16, 2024January 31, 2026
______________________
(1)    Subject to a 0.5% floor.
(2)    Fixed fee of 1.71% effective April 30, 2022, and expiring December 30, 2022, and 3.09% effective December 31, 2022, and expiring December 31, 2023.
(3)    Fixed fee of 2.79% effective June 30, 2022, and expiring December 30, 2022, and 3.98% effective December 31, 2022, and expiring December 31, 2023.

In 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. In January 2024, we entered into an interest rate swap to hedge interest payments associated with $250 million of the floating rate 2022 Term Loan B-1 related to the years 2024 and 2025. We designated these swaps as cash flow hedges. For the three months ended March 31, 2024, we recognized a cash flow impact of $2 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 March 31, 2024, we estimate that $5 million in gains will be reclassified from other comprehensive (loss) income to earnings over the next 12 months.
The estimated fair values of our derivatives designated as hedging instruments as of March 31, 2024 and December 31, 2023 are as follows (in thousands):
 Derivative Assets
  Fair Value as of
Derivatives Designated as Hedging InstrumentsConsolidated Balance Sheet LocationMarch 31, 2024December 31, 2023
Interest rate swaps
Prepaid expenses and other current assets
$4,855 $2,413 
Interest rate swapsOther noncurrent liabilities(2,632)(4,129)
Total $2,223 $(1,716)

The effects of derivative instruments, net of taxes, on OCI for the three months ended March 31, 2024 and 2023 are as follows (in thousands):
 Amount of Gains (Losses) Recognized in OCI on Derivative,
Effective Portion
Derivatives in Cash Flow Hedging RelationshipsThree Months Ended March 31,
20242023
Interest rate swaps$6,747 $(296)
Total$6,747 $(296)

  Amount of Gains Reclassified from Accumulated OCI into Income, Effective Portion
Derivatives in Cash Flow Hedging RelationshipsIncome Statement LocationThree Months Ended March 31,
20242023
Interest rate swapsInterest expense, net$(1,956)$(989)
Total$(1,956)$(989)

16


9. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows:
Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities.
Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data.
Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment.
The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value.
Assets and Liabilities that are Measured at Fair Value on a Recurring Basis
Interest Rate Swaps—The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services.
Money market funds—Our valuation technique used to measure the fair values of our money market funds was derived from quoted market prices and active markets for these instruments that exist.
Time deposits—Our valuation technique used to measure the fair values of our time deposit instruments was derived from the following: non-binding market consensus prices that were corroborated by observable market data and quoted market prices for similar instruments.
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 March 31, 2024, 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 March 31, 2024 and December 31, 2023 (in thousands):
 Fair Value at Reporting Date Using
Assets:March 31, 2024Level 1Level 2Level 3
Derivatives(1)
    
Interest rate swap contracts$4,855 $ $4,855 $ 
Investment in securities48,520 48,520   
Money market funds220,105 220,105   
Time deposits122,161  122,161  
Total assets$395,641 $268,625 $127,016 $ 
Liabilities:
Derivatives(1)
Interest rate swap contracts$(2,632)$ $(2,632)$ 
Total liabilities$(2,632)$ $(2,632)$ 

17


 Fair Value at Reporting Date Using
Assets:December 31, 2023Level 1Level 2Level 3
Derivatives(1)
    
Interest rate swap contracts$2,413 $ $2,413 $ 
Investment in securities51,970 51,970   
Money market funds261,551 261,551   
Time deposits177,608  177,608  
Total assets$493,542 $313,521 $180,021 $ 
Liabilities:
Derivatives(1)
Interest rate swap contracts$(4,129)$ $(4,129)$ 
Total liabilities$(4,129)$ $(4,129)$ 
______________________
(1) See Note 8. Derivatives for further detail.

There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three months ended March 31, 2024.
Unrealized losses recognized during the three months ended March 31, 2024 and 2023 from our investments in securities totaled $3 million and $1 million, respectively, which is 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 2025 Exchangeable Notes and 2026 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. 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 and FILO Facility approximated their fair values as of March 31, 2024.
The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of March 31, 2024 and December 31, 2023 (in thousands):
 
As of March 31, 2024
As of December 31, 2023
Financial InstrumentFair Value
Carrying Value(1)
Fair Value
Carrying Value(1)
2021 Term Loan B-1$335,908 $391,401 $344,973 $391,366 
2021 Term Loan B-2526,250 610,736 540,069 610,545 
2022 Term Loan B-1521,227 598,672 535,559 598,419 
2022 Term Loan B-2564,647 620,103 576,343 618,888 
Senior Secured Term Loan Due 2028784,323 764,376 726,582 732,901 
9.25% senior secured notes due 2025
31,630 31,547 38,291 38,895 
7.375% senior secured notes due 2025
26,231 26,796 60,496 63,019 
4.00% senior exchangeable notes due 2025
172,985 183,220 326,841 333,220 
7.32% senior exchangeable notes due 2026
127,125 150,000   
8.625% senior secured notes due 2027
793,150 903,077 776,598 852,987 
11.25% senior secured notes due 2027
519,774 546,818 545,024 546,384 
______________________
(1)Excludes net unamortized debt issuance costs.
Assets that are Measured at Fair Value on a Nonrecurring Basis
We assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did not record any goodwill impairment charges for the three months ended March 31, 2024.
18


10. Accumulated Other Comprehensive Loss
As of March 31, 2024 and December 31, 2023, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands):
 March 31, 2024December 31, 2023
Defined benefit pension and other postretirement benefit plans$(77,838)$(78,056)
Unrealized foreign currency translation gain8,465 9,147 
Unrealized gain on interest rate swaps1,922 (2,869)
Share of other comprehensive loss of equity method investments(2,265)(2,144)
Total accumulated other comprehensive loss, net of tax $(69,716)$(73,922)

The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations. As of March 31, 2024, we have contributed $1 million to our defined benefit pension plan in 2024. Based on current assumptions, we expect to make contributions of up to an aggregate amount of $13 million in 2024 to our defined benefit pension plan. See Note 8. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives.
11. Stock and Stockholders' Equity
Preferred 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.
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.
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 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 certain cash management measures we undertook 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.
Exchangeable Notes
On April 17, 2020, we issued $345 million aggregate principal amount of 2025 Exchangeable Notes. On March 19, 2024, Sabre GLBL exchanged $150 million aggregate principal amount of our outstanding 2025 Exchangeable Notes for $150 million aggregate principal amount of the 2026 Exchangeable Notes and approximately $30 million of cash. Under the terms of the Exchangeable Indentures, the Exchangeable Notes are exchangeable into our common stock under specified circumstances, at our election. As of March 31, 2024, we have $183 million and $150 million aggregate principal amount of 2025 Exchangeable Notes and 2026 Exchangeable Notes outstanding, respectively. See Note 7. 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.
19


12. Earnings Per Share
The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data):
Three Months Ended March 31,
20242023
Numerator:
Loss from continuing operations$(71,105)$(99,366)
Less: Net income (loss) attributable to noncontrolling interests378 (835)
Less: Preferred stock dividends 5,346 
Net loss from continuing operations available to common stockholders, diluted$(71,483)$(103,877)
Denominator:
Basic weighted-average common shares outstanding379,774 328,928 
Diluted weighted-average common shares outstanding379,774 328,928 
Loss per share from continuing operations:
Basic$(0.19)$(0.32)
Diluted$(0.19)$(0.32)
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 5 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2024, and 1 million of dilutive stock options and restricted stock awards for the three months ended March 31, 2023, as their effect would be anti-dilutive given the net loss incurred in the period. The calculation of diluted weighted-average shares excludes the impact of 3 million of anti-dilutive common stock equivalents for each of the three months ended March 31, 2024 and 2023.
We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share. Under the if-converted method, the 2025 Exchangeable Notes are assumed to be converted at the beginning of the period, the 2026 Exchangeable Notes are assumed to be converted at the issuance date of March 19, 2024, and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximately 57 million and 42 million resulting common shares related to the Exchangeable Notes for the three months ended March 31, 2024 and 2023, respectively, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period.
Likewise, the potential dilutive effect of our Preferred Stock outstanding during the three months ended March 31, 2023 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 47 million common shares related to the Preferred Stock for the three months ended March 31, 2023, are not included in the dilutive weighted-average common shares outstanding calculation as their effect would be anti-dilutive given the net loss incurred in the period. On September 1, 2023, each outstanding share of Preferred Stock was automatically converted into approximately 47 million shares of our common stock. See Note 11. Stock and Stockholders' Equity for further details.
13. Contingencies
Legal Proceedings
While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these amounts may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and 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.
20


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.
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. 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. We subsequent