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What changed in Sabre Corp's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of Sabre Corp's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+380 added−407 removedSource: 10-K (2025-02-20) vs 10-K (2024-02-15)

Top changes in Sabre Corp's 2024 10-K

380 paragraphs added · 407 removed · 305 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

19 edited+4 added−1 removed44 unchanged
Biggest changeThis legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted, and is expected to continue to negatively impact, our revenue and results. See “Risk Factors—Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.” Seasonality The travel industry is seasonal in nature.
Biggest changeSee “Risk Factors— Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us." Seasonality The travel industry is seasonal in nature.
Technology and Operations Our technology strategy is focused on achieving operational stability, reliability, resiliency, security and performance at an efficient overall cost while continuing to innovate and create incremental value for our customers. Significant investment has gone into implementing a more unified technical architecture with an emphasis on standardization, simplicity, efficiency, security, and scalability.
Technology and Operations Our technology strategy is focused on achieving operational stability, reliability, resiliency, security and performance at an efficient overall cost while continuing to innovate and create incremental value for our customers. Significant investment has gone into implementing a more modern, unified technical architecture with an emphasis on standardization, simplicity, efficiency, security, and scalability.
We are committed to helping our customers take on the biggest opportunities and solve the most complex challenges in our industry. We connect the world’s leading travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with travel buyers in a comprehensive travel marketplace.
We are committed to helping our customers take on the biggest opportunities and solve the most complex challenges in travel. We connect the world’s leading travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with travel buyers in a comprehensive travel marketplace.
Hospitality Solutions has a global customer bas e of over 42,000 hotel pr operties of all sizes. 2 Sources of Revenue Transactions—Our Travel Solutions business generates distribution revenue for bookings made through our global distribution system ("GDS") (e.g., air, car and hotel bookings) and through our partners and generally we are paid directly by the travel supplier.
Hospitality Solutions has a global customer bas e of over 40,000 hotel pr operties of all sizes. 2 Sources of Revenue Transactions—Our Travel Solutions business generates distribution revenue for bookings made through our global distribution system ("GDS") (e.g., air, car and hotel bookings) and through our partners and generally we are paid directly by the travel supplier.
We maintain an Inclusion and Diversity Council to help define a globally consistent approach to inclusion and diversity. Health and Wellness —The health and safety of our team members is of the utmost importance. In addition to core health and welfare benefits, our wellness program offers resources to promote physical, emotional, and mental well-being.
We maintain eight inclusion groups and an Inclusion and Diversity Council to help define a globally consistent approach to inclusion and diversity. Health and Wellness —The health and safety of our team members is of the utmost importance. In addition to core health and welfare benefits, our wellness program offers resources to promote physical, emotional, and mental well-being.
We 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.
We may use our website, our LinkedIn account and our X 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.
Diversity and Inclusion — With 61 offices around the globe, we believe that diversity and inclusion are at the core of our success and that the different backgrounds, experiences, perspectives, and ideas of our employees are critical to spur innovation, drive growth and sustain competitive advantage in our industry.
Diversity and Inclusion —With 56 offices around the globe, we believe that diversity and inclusion are at the core of our success and that the different backgrounds, experiences, perspectives, and ideas of our employees are critical to spur innovation, drive growth and sustain competitive advantage in our industry.
This framework includes frequent one-on-one conversations, regular team meetings, meaningful performance feedback, timely recognition and supportive career development. Our formal and informal reward, recognition and acknowledgement programs encourage employees to recognize peers, teams and departments to honor their champions and help promote satisfaction and engagement.
This framework includes frequent one-on-one conversations, regular team meeting s, meaningful performance feedback, timely recognition and supportive career development. Our formal and informal reward, recognition and acknowledgement programs encourage employees to recognize peers, teams and departments to honor their champions and help promote satisfaction and engagement.
Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. Our principal executive offices are located at 3150 Sabre Drive, Southlake, Texas 76092. At Sabre, we make travel happen. Our vision is to be one of the most valued global technology partners in travel.
Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. Our principal executive offices are located at 3150 Sabre Drive, Southlake, Texas 76092. At Sabre, we make travel happen. Our vision is to be the most valued global technology platform in travel.
We may seek patent protection on technology, software and business processes relating to our business, and our software and related documentation may also be protected under trade secret and copyright laws where applicable. We may also benefit from both statutory and common law protection of our trademarks.
We may seek patent protection on business processes and other inventions relating to our business, and our software and related documentation may also be protected under trade secret and copyright laws where applicable. We may also benefit from both statutory and common law protection of our trademarks.
Our SaaS solutions empower hotels and hotel chains to manage pricing, reservations, and retail offerings a cross thousands of distribution channels while improving guest experience throughout the traveler journey. We serve over 42,000 properties in over 175 countr ies.
Our SaaS solutions empower hotels and hotel chains to manage pricing, reservations, and retail offerings a cross thousands of distribution channels while improving guest experience throughout the traveler journey. We serve over 40,000 properties in over 175 countries .
We expect to continue to make significant investments in our information technology infrastructure to modernize our architecture, drive efficiency and quality in development, lower recurring technology costs, further enhance the stability and security of our network, comply with data privacy and accessibility regulations, and complete our shift to service-enabled and cloud-based solution s.
We expect to continue to make significant investments in our information technology infrastructure to modernize our architecture, drive efficiency and quality in development, lower recurring technology costs, further enhance the stability and security of our network, comply with data privacy and accessibility regulations, and focus on service-enabled and cloud-based solutions.
Additionally, to help ensure the safety and wellness of our employees, we have provided robust parental leave programs and enhanced our personal time off benefits, and maintain a work-from-anywhere program that allows our employees additional flexibility in work arrangements and increased opportunities to work remotely.
Additionally, to help ensure the safety and wellness of our employees, we have provided robust 4 parental leave programs and enhanced our personal time off benefits, and maintain a hybrid work environment that allows our employees additional flexibility in work arrangements and opportunities to work remotely.
A variety of products and services run on this technology infrastructure: high-volume air and hotel shopping systems; sales and support applications for airlines, hotels, and travel agencies; airline and hotel inventory management and operational support systems; artificial intelligence ("AI")-powered analytics and decision support systems; and web services that provide automated interfaces for retailing, distribution, and fulfillment of travel-related products and services.
A variety of products and services run on this technology infrastructure: high-volume, machine learning based air and hotel shopping systems; sales and support applications for airlines, hotels, and travel agencies; airline and hotel inventory management and operational support systems; machine learning driven analytics and decision support systems; and web services that provide automated interfaces for intelligent retailing, distribution, and fulfillment of travel-related products and services.
Our product offerings include reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and data- 1 driven intelligence solutions. Our reservation systems bring together intelligent decision support solutions that enable end-to-end retailing.
Our product offerings include reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and data- 1 driven intelligence solutions.
The flexibility and scale of our cloud-based technology infrastructure allow us to quickly deliver a broad variety of SaaS solutions and evolve these solutions to meet the changing needs of the travel industry.
Additionally, we enable a variety of advanced retailing and servicing capabilities that are generative AI based, such as conversational chatbots for our airline customers. The flexibility and scale of our cloud-based technology infrastructure allow us to quickly deliver a broad variety of SaaS solutions and evolve these solutions to meet the changing needs of the travel industry.
As of December 31, 2023, we had 6,232 employees worldwide , consisting of the following: No of Employees % of Total United States 1,736 28 % APAC 1,765 28 % Europe 1,629 26 % All Other (1) 1,102 18 % Total 6,232 100 % (1) Includes Canada, Mexico, Latin America, Middle East, and Africa.
As of December 31, 2024, we had 6,253 employees worldwide , consisting of the following: No of Employees % of Total United States 1,580 25 % Asia-Pacific 1,812 29 % Europe 1,678 27 % All Other (1) 1,183 19 % Total 6,253 100 % (1) Includes Canada, Mexico, Latin America, Middle East, and Africa.
Recently, for our US-based employees, we provided four additional paid holidays, which also align with our focus on inclusion. 4 Corporate Responsibility —We invest globally in our communities by encouraging employee volunteerism on company time through one paid day off per quarter for community volunteering.
Recently, we implemented a policy that permits employees that experience the birth or adoption of a child to work remotely for one year, which also aligns with our focus on inclusion. Corporate Responsibility —We invest globally in our communities by encouraging employee volunteerism on company time through one paid day off per quarter for community volunteering.
Our People —In 2023, we implemented a cost reduction plan that reduced our workforce by 17% compared to the prior year, impacting our human capital metrics for the year ended December 31, 2023. We have not experienced any work stoppages and consider our relations with our employees to be good.
Our People —In 2023, we began implementing a cost reduction plan that reduced our workforce by approximately 19% compared to 2022, impacting our human capital metrics through the year ended December 31, 2024. All activities associated with this plan are substantially complete as of December 31, 2024.
Removed
For this reason, we have included Technology costs as a separate category of cost within our consolidated financial statements and notes contained in Item 8 , “ Financial Statements and Supplementary Data ,” of this Annual Report on Form 10-K. Over the last several years, our architecture has evolved from mainframe-based transaction processing to more secure, primarily cloud-based distributed processing.
Added
In 2024, we launched SabreMosaic TM , a proprietary offer and order retailing platform for airlines that is designed and built on a modular and open technology structure, enabling airlines to dynamically create, sell and deliver an array of personalized content to travelers. Our reservation systems bring together intelligent decision support solutions that enable end-to-end retailing.
Added
We expect to see ongoing improvements in developer productivity, operational efficiency, and customer capabilities by utilizing generative artificial intelligence ("AI") technologies. Over the last several years, our architecture has evolved from mainframe-based transaction processing to more secure, primarily cloud-based distributed processing.
Added
This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted our revenue and results. On May 23, 2024, Russia issued a decree establishing a process for the seizure of assets of U.S. companies and nationals in Russia, further limiting our ability to operate and provide services in Russia.
Added
We have not experienced any work stoppages and consider our relations with our employees to be good.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

86 edited+13 added−30 removed195 unchanged
Biggest change("Brexit") and legislation and related regulations in Russia (see “—Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.”); (3) changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies; (4) difficulty in developing, managing and staffing international operations because of distance, language and cultural differences; (5) disruptions to or delays in the development of communication and transportation services and infrastructure; (6) more restrictive data privacy requirements, including the GDPR; (7) consumer attitudes, including the preference of customers for local providers, as well as attitudes of other stakeholders stemming from our actions or inactions arising from or relating to the current military conflict in Ukraine; (8) increasing labor costs due to high wage inflation in foreign locations, differences in general employment conditions and regulations, and the degree of employee unionization and activism; (9) export or trade restrictions or currency controls; (10) governmental policies or actions, such as consumer, labor and trade protection measures and, travel restrictions, sanctions and export controls, including restrictions implemented in connection with the current military conflict in Ukraine; (11) taxes, restrictions on foreign investment and limits on the repatriation of funds; (12) diminished ability to legally enforce our contractual rights; and (13) decreased protection for intellectual property.
Biggest changeThese risks include, but are not limited to: (1) business, political and economic instability in foreign locations, including actual or threatened terrorist activities, and military action, as well as the effects of the current military conflict in Ukraine and in the Middle East; (2) adverse laws and regulatory requirements, including more comprehensive regulation in the E.U. and legislation and related regulations in Russia (see “—Any failure to comply with regulations or any changes in such regulations governing our businesses could adversely affect us.”); (3) changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies; (4) difficulty in developing, managing and staffing international operations because of distance, language and cultural differences; (5) disruptions to or delays in the development of communication and transportation services and infrastructure; (6) more restrictive data privacy requirements, including the GDPR; (7) consumer attitudes, including 14 the preference of customers for local providers, as well as attitudes of other stakeholders stemming from our actions or inactions arising from or relating to the current military conflict in Ukraine; (8) increasing labor costs due to high wage inflation in foreign locations, differences in general employment conditions and regulations, and the degree of employee unionization and activism; (9) export or trade restrictions or currency controls; (10) governmental policies or actions, such as tariffs, consumer, labor and trade protection measures, and travel restrictions, sanctions and export controls, including restrictions implemented in connection with the current military conflict in Ukraine; (11) taxes, restrictions on foreign investment and limits on the repatriation of funds; (12) diminished ability to legally enforce our contractual rights; and (13) decreased protection for intellectual property.
With respect to Cuba, we have advised OFAC that customers outside the United States we display on the Sabre GDS flight information for, and support booking and ticketing of, services of non-Cuban airlines that offer service to Cuba.
With respect to Cuba, we have advised OFAC that we display on the Sabre GDS flight information for, and support booking and ticketing of, services of non-Cuban airlines that offer service to Cuba to customers outside the United States.
As noted, the regulations and sanctions described above, as well as other sanctions regimes, are complex, and, while we have a compliance program in place to help us address these items, there can be no assurance that we will be able to consistently address them in an effective manner.
As noted, the regulations and sanctions described above, as well as other sanctions regimes, are complex. While we have a compliance program in place to help us address these items, there can be no assurance that we will be able to consistently address them in an effective manner.
Other risks relating to our long-term indebtedness include: (1) increased vulnerability to general adverse economic and industry conditions; (2) higher interest expense if interest rates increase on our floating rate borrowings and our hedging strategies do not effectively mitigate the effects of these increases or if we have to incur additional indebtedness in a higher interest rate environment; (3) need to divert a significant portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; (4) limited ability to refinance our existing indebtedness or to obtain additional financing on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may adversely affect our ability to implement our business strategy; (5) limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and (6) a competitive 15 disadvantage compared to our competitors that have less debt.
Other risks relating to our long-term indebtedness include: (1) increased vulnerability to general adverse economic and industry conditions; (2) higher interest expense if interest rates increase on our floating rate borrowings and our hedging strategies do not effectively mitigate the effects of these increases or if we have to incur additional indebtedness in a higher interest rate environment; (3) the need to divert a significant portion of our cash flow from operations to payments on our indebtedness and interest, thereby reducing the availability of cash to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes; (4) limited ability to refinance our existing indebtedness or to obtain additional financing on terms we find acceptable, if needed, for working capital, capital expenditures, expansion plans and other investments, which may adversely affect our ability to implement our business strategy; (5) limited flexibility in planning for, or reacting to, changes in our businesses and the markets in which we operate or to take advantage of market opportunities; and (6) a competitive disadvantage compared to our competitors that have less debt.
If we were found to have inappropriately used open source software, we may be required to seek licenses from third parties in order to continue offering our software, to re-engineer our solutions, to discontinue the sale of our solutions in the event re- 14 engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.
If we were found to have inappropriately used open source software, we may be required to seek licenses from third parties in order to continue offering our software, to re-engineer our solutions, to discontinue the sale of our solutions in the event re-engineering cannot be accomplished on a timely basis or take other remedial action that may divert resources away from our development efforts, any of which could adversely affect our business, operating results and financial condition.
In addition, a decrease in the discount rate used to determine minimum funding requirements could result in increased future contributions. If either occurs, or to avoid certain funding-based benefit restrictions, we may need to make 18 additional pension contributions above what is currently estimated or provide security to the plan, which could reduce the cash available for our businesses.
In addition, a decrease in the discount rate used to determine minimum funding requirements could result in increased future contributions. If either occurs, or to avoid certain funding-based benefit restrictions, we may need to make additional pension contributions above what is currently estimated or provide security to the plan, which could reduce the cash available for our businesses.
Furthermore, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels 6 (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire.
Furthermore, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire.
Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers. For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply.
Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers. For example, the specialized skills we require can be difficult and time-consuming to acquire and are often 5 in short supply.
Societal norms with respect to travel may change permanently in ways that cannot be predicted and that can change the travel industry in a manner adverse to our business. 5 Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth .
Societal norms with respect to travel may change permanently in ways that cannot be predicted and that can change the travel industry in a manner adverse to our business. Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth .
If we are unable to maintain adequate 17 directors’ and officers’ liability insurance, our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent for purposes of the NASDAQ rules, will be significantly curtailed. We may have higher than anticipated tax liabilities.
If we are unable to maintain adequate directors’ and officers’ liability insurance, our ability to recruit and retain qualified officers and directors, especially those directors who may be deemed independent for purposes of the NASDAQ rules, will be significantly curtailed. We may have higher than anticipated tax liabilities.
We rely on third-party distributor partners and equity method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest. Our Travel Solutions business utilizes third-party distributor partners and equity method investments to extend our GDS services in EMEA and APAC.
We rely on third-party distributor partners and equity method investments to extend our GDS services to certain regions, which exposes us to risks associated with lack of direct management control and potential conflicts of interest. 10 Our Travel Solutions business utilizes third-party distributor partners and equity method investments to extend our GDS services in EMEA and APAC.
We also rely on license agreements to allow third parties to use our intellectual property rights, including our software, but there is no guarantee that our licensees will abide by the terms of our license agreements or that the terms of our agreements will always be enforceable.
We also rely on license agreements to allow third parties to use our intellectual property rights, including our software, but there is no 13 guarantee that our licensees will abide by the terms of our license agreements or that the terms of our agreements will always be enforceable.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) and The NASDAQ Stock Market (“NASDAQ”) rules.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) 16 and The NASDAQ Stock Market (“NASDAQ”) rules.
To consummate any of these acquisitions, we may need to raise external funds through the sale of equity or the issuance of debt in the capital 10 markets or through private placements, which may affect our liquidity and may dilute the value of our common stock.
To consummate any of these acquisitions, we may need to raise external funds through the sale of equity or the issuance of debt in the capital markets or through private placements, which may affect our liquidity and may dilute the value of our common stock.
Depending 16 on the size of the exposures and the relative movements of interest rates, if we choose not to hedge or fail to effectively hedge our exposure, we could experience a material adverse effect on our results of operations and financial condition.
Depending on the size of the exposures and the relative movements of interest rates, if we choose not to hedge or fail to effectively hedge our exposure, we could experience a material adverse effect on our results of operations and financial condition.
In addition, the current military conflict in Ukraine and the related imposition of sanctions and export controls on Russia and Belarus, as well as conflict in the Middle East, have created global economic uncertainty and contributed to inflationary pressures.
In addition, the current military conflict in Ukraine and the related imposition of sanctions and export controls on Russia and Belarus, as well as conflicts in the Middle East, have created global economic uncertainty and contributed to inflationary pressures.
In addition, we have experienced in the past and may in the future occasionally experience system interruptions as we execute changes for the 11 purpose of enhancing our products or achieving other technological objectives.
In addition, we have experienced in the past and may in the future occasionally experience system interruptions as we execute changes for the purpose of enhancing our products or achieving other technological objectives.
Our failure to renew some or all of these agreements on economically favorable terms or at all, or the early termination of these existing contracts, would adversely affect the value of our Travel Solutions business as a marketplace due to our limited content and distribution reach, which could cause some of our subscribers to move to a competing GDS or use other travel technology providers for the solutions we provide and would materially harm our business, reputation and brand.
In addition, our failure to renew some or all of our Travel Solutions agreements on economically favorable terms or at all, or the early termination of these existing contracts, would adversely affect the value of our Travel Solutions business as a marketplace due to our limited content and distribution reach, which could cause some of our subscribers to move to a competing GDS or use other travel technology providers for the solutions we provide and would materially harm our business, reputation and brand.
With respect to Iran, Sudan, North Korea and Syria we believe that our activities 9 are designed to comply with certain information and travel-related exemptions.
With respect to Iran, Sudan, North Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.
As this focus and attention on privacy and data protection continues to increase, we also risk exposure to potential liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security of travel data.
As this focus and attention on privacy and data protection continues to increase, we also risk exposure to potential liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security of personal data.
We process, store, and transmit large amounts of data, such as PII of our customers and employees and PCI of our customers, and it is critical to our business strategy that our facilities and infrastructure, including those provided by DXC, cloud providers or other vendors, remain secure and are perceived by the marketplace to be secure.
We process, store, and transmit large amounts of data, such as PII of our customers and employees and PCI of our customers, and it is critical to our business strategy that our facilities and infrastructure, including those provided by cloud and mainframe providers or other vendors, remain secure and are perceived by the marketplace to be secure.
With approximately 3,600 participants in our pension plans, we incur substantial costs relating to pension benefits, which can vary substantially as a result of changes in healthcare laws and costs, volatility in investment returns on pension plan assets and changes in discount rates used to calculate related liabilities.
With approximately 3,500 participants in our pension plans, we incur substantial costs relating to pension benefits, which can vary substantially as a result of changes in healthcare laws and costs, volatility in investment returns on pension plan assets and changes in discount rates used to calculate related liabilities.
Our consolidated balance sheets as of December 31, 2023 contained goodwill and intangible assets, net totaling $2.9 billion. Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase in these types of assets.
Our consolidated balance sheets as of December 31, 2024 contained goodwill and intangible assets, net totaling $2.9 billion. Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase in these types of assets.
We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of December 31, 2023, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.
We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of December 31, 2024, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.
In addition, in the third quarter of 2023, we became aware that an unauthorized actor had illegally extracted certain company data and posted it to the dark web. Immediately upon becoming aware of this extraction, we initiated an investigation, with the assistance of cybersecurity and forensics professionals.
As an example, in the third quarter of 2023, we became aware that an unauthorized actor had illegally extracted certain company data and posted it to the dark web. Immediately upon becoming aware of this extraction, we initiated an investigation, with the assistance of cybersecurity and forensics professionals.
Moreover, such risks are likely to increase as we expand our business and as the tools and techniques involved become more sophisticated.
Moreover, such risks are likely to increase as we expand our business, our systems become more complex and the tools and techniques involved become more sophisticated.
System interruptions prevent us from efficiently providing services to customers or other third parties, and could cause damage to our reputation and result in the loss of customers and revenues or cause us to incur litigation and liabilities.
System interruptions prevent us from efficiently providing services to customers or other third parties, and have in the past and could in the future cause damage to our reputation and result in the loss of customers and revenues or cause us to incur litigation and liabilities.
We have become aware that we received payments that were not material in amount from an air carrier in Russia for GDS services, and the receipt of these payments may be in violation of U.K. sanctions. We have voluntarily disclosed the receipt of these payments to the U.K. Office of Financial Sanctions Implementation (OFSI).
In identifying these elements, we became aware that we received payments that were not material in amount from an air carrier in Russia for GDS services, and the receipt of these payments may be in violation of U.K. sanctions. We have voluntarily disclosed the receipt of these payments to the U.K. Office of Financial Sanctions Implementation (OFSI).
There are risks associated with the use of emerging technologies such as generative AI, including risks related to testing and validating the security and privacy mechanisms of the third-party providers, as well as risks related to implementing technical security controls to govern and mange this technology in a secure manner.
There are additional risks associated with the use of emerging technologies such as generative 11 AI, including risks related to testing and validating the security and privacy mechanisms of the third-party providers, as well as risks related to implementing technical security controls to govern and manage this technology in a secure manner.
Our pension plan obligations are currently unfunded, and we may have to make significant cash contributions to our plans, which could reduce the cash available for our business. Our pension plans in the aggregate are estimated to be unfunded by $73 million as of December 31, 2023.
Our pension plan obligations are currently unfunded, and we may have to make significant cash contributions to our plans, which could reduce the cash available for our business. Our pension plans in the aggregate are estimated to be unfunded by $63 million as of December 31, 2024.
However, there is no assurance that it will not result in significant costs to us, reputational harm, expenditure of additional resources, lawsuits, or regulatory inquiries in the future that could result in a material adverse effect.
However, there is no assurance that it will not result in significant costs to us, reputational harm, expenditure of additional resources, lawsuits and related fees, costs and expenses, or regulatory inquiries in the future that could result in a material adverse effect.
These risks include: • the features of the implemented software may not meet the expectations or fit the business model of the customer; • our limited pool of trained experts for implementations cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays; • customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process, which, for airline reservations systems, typically takes 12 to 18 months; and • customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks. 7 As a result of these and other risks, some of our customers may incur large, unplanned costs in connection with the purchase and installation of our software products.
These risks include: • the features of the implemented software may not meet the expectations or fit the business model of the customer; • our limited pool of trained experts for implementations cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays; • customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process, which, for airline reservations systems, typically takes 12 to 18 months; and • customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks.
Any failure to comply with these sanctions, export controls and related rules and regulations may subject us to fines, penalties and potential criminal violations. In the third quarter of 2022, we identified elements of our sanctions compliance program that were not functioning as we intended, which we are addressing.
Any failure to comply with these sanctions, export controls and related rules and regulations may subject us to fines, penalties and potential criminal violations. In the third quarter of 2022, we identified elements of our sanctions compliance program that were not functioning as we intended, which we believe we have substantially addressed.
Russia has adopted legislation and related regulations, effective October 30, 2022, that require activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad.
Effective October 30, 2022, Russian legislation and related regulations have required activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad.
See “—We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.” We have also divested, and may in the future divest, businesses or business operations, including the sale of our AirCentre portfolio on February 28, 2022 .
See “—We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness.” We have also divested, and may in the future divest, businesses or business operations.
We depend upon the use of sophisticated information technology and systems. Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies and systems in response to new technological developments, industry standards, government regulations, and trends and customer requirements.
Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies and systems in response to new technological developments, industry standards, government regulations, and trends and customer requirements.
Further, judgments may result in loss of reputation, may force us to take costly remediation actions, delay selling our products and offering our services, reduce features or functionality in our services or products, or cease such activities altogether.
Further, judgments may result in loss of reputation, may force us to take costly remediation actions, delay selling our products and offering our services, reduce features or functionality in our services or products, or cease such activities altogether. Insurance may not cover or be insufficient for any such claim.
We have a significant amount of indebtedness. As of December 31, 2023, we had $4.8 billion of indebtedness outstanding which is net of debt issuance costs and unamortized discounts.
We have a significant amount of indebtedness. As of December 31, 2024, we had $5.1 billion of indebtedness outstanding which is net of debt issuance costs and unamortized discounts.
See “—Security incidents expose us to liability and could damage our reputation and our business.” Failure to efficiently provide services to customers or other third parties could cause damage to our reputation and result in the loss of customers and revenues, asset impairments, significant recovery costs or litigation and liabilities.
Failure to efficiently provide services to customers or other third parties could cause damage to our reputation and result in the loss of customers and revenues, asset impairments, significant recovery costs or litigation and liabilities.
As a result of these sources of negotiating pressure, we may have to decrease our prices to retain their business.
As a result of these sources of negotiating pressure, we have in the past and may in the future have to decrease our prices to retain their business.
Any computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents such as the items described above, or other security incident or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.
See “—We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes.” Any computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents such as the items described above, or other security incident or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.
As another example, migration of our enterprise applications and platforms to other hosting environments has caused us and will continue to cause us to incur substantial costs, and has resulted in and could in the future result in instability and business interruptions, which could materially harm our business. Our Travel Solutions business is exposed to pricing pressure from travel suppliers.
For example, migration of our enterprise applications and platforms to other hosting environments has caused us and will continue to cause us to incur substantial costs, and has resulted in and could in the future result in instability and business interruptions, which could materially harm our business.
Compliance does not guarantee a completely secure environment and notwithstanding the results of this assessment there can be no assurance that payment card brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services.
We are assessed periodically for assurance and successfully completed our last annual assessment in October 2024. Compliance does not guarantee a completely secure environment and notwithstanding the results of this assessment there can be no assurance that payment card 8 brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services.
We are exposed to risks associated with payment card industry data ("PCI") compliance. 8 The PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures, network architecture, and software design.
The PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures, network architecture, and software design. PCI DSS compliance is required in order to maintain credit card processing services.
Customers and other end-users who rely on our software products and services, including our SaaS and hosted offerings, for applications that are integral to their businesses may have a greater sensitivity to product errors and security vulnerabilities than customers for software products generally.
Customers and other end-users who rely on our software products and services, including our SaaS and hosted offerings, for applications that are integral to their businesses may have a greater sensitivity to product errors and security vulnerabilities than customers for software products generally. We utilize various generative AI solutions from third-party providers as part of some of our software products.
Our businesses are dependent on IT infrastructure and applications operated for us by network, cloud, mainframe and SaaS providers. The commercial services we offer to our customers generally run on infrastructure provided by third parties such as DXC Technology ("DXC") and cloud providers. DXC provides significant operational support for our mainframe platforms in addition to basic hosting services.
Our businesses are dependent on IT infrastructure and applications operated for us by network, cloud, mainframe and SaaS providers. The commercial services we offer to our customers generally run on infrastructure provided by third parties and cloud providers.
If we are unable to renew our contracts with these travel suppliers on similar economic terms or at all, or if our ability to provide this content is similarly impeded, this would also adversely affect the value of our Travel Solutions business as a marketplace due to our more limited content.
If we are unable to renew our contracts with these travel suppliers on similar economic terms or at all, or if our ability to provide this content is similarly impeded, this would also adversely affect the value of our Travel Solutions business as a marketplace due to our more limited content. 6 Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.
We cannot guarantee that we will be able to renew our airline contracts in the future on favorable economic terms or at all, and the termination or expiration of these agreements could materially adversely impact our business. See “—Our Travel Solutions business is exposed to pricing pressure from travel suppliers." We also enter into contracts with travel buyers.
We cannot guarantee that we will be able to renew our Travel Solutions or Hospitality Solutions contracts in the future on favorable economic terms or at all, and the termination or expiration of these agreements could materially adversely impact our business.
Subject to market conditions, we may opportunistically refinance portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher stock dilution. In addition, it is possible that we may need to incur additional indebtedness in the future in the ordinary course of business.
Subject to market conditions, we have previously, and may in the future, opportunistically refinance portions of our debt in the near term which, at current interest rates and market conditions, may negatively impact our interest expense or result in higher stock dilution.
Because of this concentration among a small number of customers, if an event were to adversely affect one of these customers, it could have a material impact on our business.
Because of this concentration among a small number of customers, if an event were to adversely affect one of these customers, it could have a material impact on our business. We are exposed to risks associated with payment card industry data ("PCI") compliance.
We may be unable to maintain and improve the efficiency, reliability and integrity of our systems. Unexpected increases in the volume of our business could exceed currently allocated system capacity, resulting in service interruptions, outages and delays. These constraints could also lead to the deterioration of our services or impair our ability to process transactions.
Unexpected increases in the volume of our business could exceed currently allocated system capacity, resulting in service interruptions, outages and delays. These constraints could also lead to the deterioration of our services or impair our ability to process transactions and have in the past and could in the future lead to higher costs.
Third parties may assert, including by means of counterclaims against us as a result of the assertion of our intellectual property rights, that our products, services or technology, or the operation of our business, violate their intellectual property rights. We are currently subject to such assertions, including patent infringement claims, and may be subject to such assertions in the future.
Third parties may assert, including by means of counterclaims against us as a result of the assertion of our intellectual property rights, that our products, services or technology, or the operation of our business, violate their intellectual property rights.
This revenue concentration in a relatively small number of travel buyers makes us particularly dependent on factors affecting those companies. For example, if demand for their services decreases, or if a key supplier pulls its content from us, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels.
For example, if demand for their services decreases, or if a key supplier pulls its content from us, travel buyers may stop utilizing our services or move all or some of their business to competitors or competing channels.
Our Travel Solutions business depends on relationships with travel buyers. Our Travel Solutions business relies on relationships with several large travel buyers, including TMCs and OTAs, to generate a large portion of its revenue through bookings made by these travel companies.
Our Travel Solutions business relies on relationships with several large travel buyers, including TMCs and OTAs, to generate a large portion of its revenue through bookings made by these travel companies. This revenue concentration in a relatively small number of travel buyers makes us particularly dependent on factors affecting those companies.
In addition, in connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European Union and other governments have imposed varying sanctions and export-control measure packages impacting Russia and certain regions of Ukraine and Belarus and may implement additional sanctions and export controls in the future.
Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business. 9 In addition, in connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European Union and other governments have imposed varying sanctions and export-control measure packages impacting Russia and certain regions of Ukraine and Belarus and may implement additional sanctions and export controls in the future.
Among our significant assets are our proprietary and licensed software and other proprietary information and intellectual property rights. We rely on a combination of copyright, trademark and patent laws, laws protecting trade secrets, confidentiality procedures and contractual provisions to protect these assets both in the United States and in foreign countries.
We rely on a combination of copyright, trademark and patent laws, laws protecting trade secrets, confidentiality procedures and contractual provisions to protect these assets both in the United States and in foreign countries. The laws of some jurisdictions may provide less protection for our technologies and other intellectual property assets than the laws of the United States.
Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution.
Our Travel Solutions business is exposed to pricing pressure from travel suppliers. Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution.
Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes. We generate the majority of our revenue and accounts receivable from airlines. We also derive revenue from hotels, car rental brands, rail carriers, cruise lines, tour operators and other suppliers in the travel and tourism industries.
We generate the majority of our revenue and accounts receivable from airlines. We also derive revenue from hotels, car rental brands, rail carriers, cruise lines, tour operators and other suppliers in the travel and tourism industries.
We could face significant additional cost or business disruption if: (1) Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems.
Some of our agreements with third-party technology and service providers are terminable for cause on short notice and often provide limited recourse for service interruptions. We could face significant additional cost or business disruption if: (1) Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems.
We also face increasing competition as suppliers seek IT solutions that provide the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other channels.
We must continue to innovate and evolve our current and future offerings to respond to the changing needs of travel suppliers and meet intense competition. We also face increasing competition as suppliers seek IT solutions that provide the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other channels.
While the terms of our outstanding indebtedness allow us to incur additional debt, subject to limitations, our ability to incur additional secured indebtedness is significantly limited. As a result, we expect that any material increases in total indebtedness, if available and to the extent issued in the future, may be unsecured.
As a result, we expect that any material increases in total indebtedness, if available and to the extent issued in the future, may be unsecured. The terms of our Amended and Restated Credit Agreement allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the risks described above could intensify.
Additionally, we use several third-party distributor partners and equity method investments to extend our GDS services in Europe, the Middle East, and Africa (“EMEA”) and Asia-Pacific (“APAC”). The termination of our contractual arrangements with any of these third-party distributor partners and equity method investments could adversely impact our Travel Solutions business in the relevant regions.
The termination of our contractual arrangements with any of these third-party distributor partners and equity method investments could adversely impact our Travel Solutions business in the relevant regions.
Insurance may not cover or be insufficient for any such claim. 13 We may not be able to protect our intellectual property effectively, which may allow competitors to duplicate our products and services. Our success and competitiveness depend, in part, upon our technologies and other intellectual property, including our brands.
We may not be able to protect our intellectual property effectively, which may allow competitors to duplicate our products and services. Our success and competitiveness depend, in part, upon our technologies and other intellectual property, including our brands. Among our significant assets are our proprietary and licensed software and other proprietary information and intellectual property rights.
We continue to evaluate the potential effects that the DST may have on our operations, cash flows and results of operations. The future impact of the DST, including on our global operations, is uncertain, and our business and financial condition could be adversely affected.
We continue to evaluate the potential effects that the DST may have on our operations, cash flows and results of operations.
Adapting to new technological and marketplace developments may require substantial expenditures and lead time and we cannot guarantee that projected future increases in business volume will actually materialize. We may experience difficulties that could delay or prevent the successful development, marketing and implementation of enhancements, upgrades and additions.
Adapting to new technological and marketplace developments has required, and may continue to require, substantial expenditures and lead time and we cannot guarantee that projected future increases in business volume will actually materialize.
Our ability to arrange financing or refinancing and the cost of such financing or refinancing are dependent on numerous factors, including but not limited to general economic and capital market conditions, the availability of credit from banks or other lenders, investor confidence in us, and our results of operations.
Our ability to arrange financing or refinancing and the cost of such financing or refinancing are dependent on numerous factors, including but not limited to general economic and capital market conditions, the availability of credit from banks or other lenders, investor confidence in us, and our results of operations. 15 There can be no assurance that financing or refinancing will be available on terms favorable to us or at all, which could force us to delay, reduce or abandon our growth strategy, increase our financing costs, or adversely affect our ability to operate our business.
These assertions may also be made against our customers who may seek indemnification from us. In the ordinary course of business, we enter into agreements that contain indemnity obligations whereby we are required to indemnify our customers against these assertions arising from our customers’ usage of our products, services or technology.
In the ordinary course of business, we enter into agreements that contain indemnity obligations whereby we are required to indemnify our customers against these assertions arising from our customers’ usage of our products, services or technology. As the competition in our industry increases and the functionality of technology offerings further overlaps, these claims and counterclaims could become more common.
As the competition in our industry increases and the functionality of technology offerings further overlaps, these claims and counterclaims could become more common. We cannot be certain that we do not or will not infringe third parties’ intellectual property rights. Legal proceedings involving intellectual property rights are highly uncertain and can involve complex legal and scientific questions.
We cannot be certain that we do not or will not infringe third parties’ intellectual property rights. Legal proceedings involving intellectual property rights are highly uncertain and can involve complex legal and scientific questions.
Similarly, we expect to continue to make significant investments in our information technology infrastructure. The implementation of these investments may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.
The implementation of these investments may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows. 12 Intellectual property infringement actions against us could be costly and time consuming to defend and may result in business harm if we are unsuccessful in our defense.
The laws of some jurisdictions may provide less protection for our technologies and other intellectual property assets than the laws of the United States. There is no certainty that our intellectual property rights will provide us with substantial protection or commercial benefit.
There is no certainty that our intellectual property rights will provide us with substantial protection or commercial benefit.
However, this process can be costly and time-consuming, and our efforts may not be successful as compared to our competitors. Those that we do develop may not achieve acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our competitors’ offerings.
Those that we do develop may not achieve acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our competitors’ offerings. In addition, our competitors are constantly evolving, including increasing their product and service offerings through organic research and development or through strategic acquisitions.
Our contracts with smaller airlines generally last for one year and are also subject to automatic renewal at the end of the term, unless terminated by either party with the required advance notice.
Our Hospitality Solutions business is based on contracts with hotels for a typical duration of three to five years, which are generally subject to automatic renewal at the end of the initial term unless terminated by either party with the required advance notice.
Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and increasing value. We must continue to innovate and evolve our current and future offerings to respond to the changing needs of travel suppliers and meet intense competition.
We operate in highly competitive, evolving markets, and if we do not continue to innovate and evolve, our business operations and competitiveness may be harmed. Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and increasing value.
Although most of our travel buyer contracts have terms of one to three years, we typically have non-exclusive, five- to ten-year contracts with our major travel agency customers. We also typically have three- to five-year contracts with corporate travel departments, which generally renew automatically unless terminated with the required advance notice.
In connection with our Travel Solutions and Hospitality Solutions businesses, we enter into contracts with travel buyers, travel suppliers and hotels. Although most of our Travel Solutions travel buyer contracts have terms of one to three years, we typically have non-exclusive, five- to ten-year contracts with our major travel agency customers.
New, changed, modified or newly interpreted or applied laws could also increase our compliance, operating and other costs, as well as the costs of our products and services.
New, changed, modified or newly interpreted or applied laws could also increase our compliance, operating and other costs, as well as the costs of our products and services. The Organisation for Economic Co-operation and Development (OECD) has released Model Rules for a global minimum tax rate of 15% that would apply to multinational entities.
In addition, we are subject to or affected by international, federal, state and local laws, regulations and policies, which are constantly subject to change. These include data protection and privacy legislation and regulations, as well as legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust, anticorruption, antiboycott, telecommunications, cybersecurity, environmental, social and governance matters, and e-commerce.
These include data protection and privacy legislation and regulations, as well as legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust, anticorruption, antiboycott, telecommunications, AI, cybersecurity, environmental, social and governance matters, and e-commerce. Our failure to comply with any of these requirements, interpretations, legislation or regulations could have a material adverse effect on our operations.
Also, implementation projects could take longer than planned or fail. We may not be able to reduce or eliminate protracted installation or significant additional costs. Significant delays or unsuccessful customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers, harm our reputation and negatively impact our operating results.
As a result of these and other risks, some of our customers may incur large, unplanned costs in connection with the purchase and installation of our software products. Also, implementation projects could take longer than planned or fail. We may not be able to reduce or eliminate protracted installation or significant additional costs.
For example, the Payment Card Industry Security Standards Council has released version 4.0 of its Data Security Standard, and we are conducting an assessment to determine the scope and impact of these new standards on our existing processes and controls. We are assessed periodically for assurance and successfully completed our last annual assessment in November 2023.
The cost of compliance with PCI DSS is significant and may increase as the requirements change. For example, the Payment Card Industry Security Standards Council has released version 4.0 of its Data Security Standard, and we are in the process of incorporating these new standards on our existing processes and controls.
A meaningful portion of our travel buyer agreements, typically representing approximately 15% to 20% of our bookings, are up for renewal in any given year. We cannot guarantee that we will be able to renew our travel buyer agreements in the future on favorable economic terms or at all.
We also typically have three- to five-year contracts with corporate travel departments, which generally renew automatically unless terminated with the required advance notice. A meaningful portion of our travel buyer agreements, typically representing approximately 15% to 20% of our bookings, are up for renewal in any given year.
For example, our substantial dependence on DXC for our mainframe platforms makes it difficult for us to switch vendors and makes us more sensitive to changes in DXC's pricing for its services. Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control.
Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control. We may be unable to maintain and improve the efficiency, reliability and integrity of our systems.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur key cybersecurity risks include, among others, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; remote working environments; and reputational risks. We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage these risks.
Biggest changeOur key cybersecurity risks include, among others, operational risks; intellectual property theft; fraud; extortion; harm to employees or customers; violation of privacy or security laws and other litigation and legal risk; remote working environments; third-party risks; technology risks and reputational risks.
Cybersecurity risks are managed through technological, process, and administrative controls that are designed to target the mitigation of risk to levels acceptable to the business. Risk assessment and management include processes for managing third-party cybersecurity risk.
Cybersecurity risks are managed through technological, process, and administrative controls that are designed to target the mitigation of risk to levels acceptable to the business. Risk assessment and management include processes for 18 managing third-party cybersecurity risk.
Accompanying these tools are various processes such as security education and awareness training, security maturity assessments, vulnerability assessments, threat intelligence and hunting, penetration testing, and tabletop exercises to inform our professionals’ risk identification and assessment. We practice data protection techniques and processes that are designed to treat our customer data with care.
Accompanying these tools are various processes such as annual security education and monthly awareness training, security maturity assessments, vulnerability assessments, threat intelligence and hunting, penetration testing, and tabletop exercises to inform our professionals’ risk identification and assessment. We practice data protection techniques and processes that are designed to treat our customer data with care.
We also utilize third-parties, consultants, and auditors to regularly assess our security program. These assessments include periodic security maturity assessments in which third-parties assess security program 19 maturity against established standards and industry benchmarks. We also annually engage a Qualified Security Assessor to conduct payment card industry certification on all applicable products and solutions.
We also utilize third-parties, consultants, and auditors to regularly assess our security program. These assessments include periodic security maturity assessments in which third-parties assess security program maturity against established standards and industry benchmarks, including NIST Cybersecurity Framework 2.0. We also annually engage a Qualified Security Assessor to conduct payment card industry certification on all applicable products and solutions.
To identify and assess material risks from cybersecurity threats, members of our cybersecurity risk management function, which is led by our Chief Information Security Officer ("CISO"), consider cybersecurity threats within the context of our business environment.
We have implemented several cybersecurity processes, technologies, and controls to aid in our efforts to assess, identify, and manage these risks. To identify and assess material risks from cybersecurity threats, members of our cybersecurity risk management function, which is led by our Chief Information Security Officer ("CISO"), consider cybersecurity threats within the context of our business environment.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThere are 29 additional offices across EMEA that serve in various sales, administration, software development and customer service capacities. All of these offices are leased. APAC : We maintain our Asia-Pacific ("APAC") regional operations headquarters in Singapore. There are 20 additional offices across APAC that serve in various sales, administration, software development and customer service capacities.
Biggest changeThere are 27 additional offices across EMEA that serve in various sales, administration, software development and customer service capacities. All of these offices are leased. APAC : We maintain our APAC regional operations headquarters in Singapore. There are 18 additional offices across APAC that serve in various sales, administration, software development and customer service capacities.
ITEM 2. PROPERTIES As a company with global operations, we operate in many countries with a variety of sales, administrative, product development and customer service roles provided in these offices. Americas : As of December 31, 2023, our corporate and business unit headquarters and domestic operations are located in Southlake, Texas.
ITEM 2. PROPERTIES As a company with global operations, we operate in many countries with a variety of sales, administrative, product development and customer service roles provided in these offices. 19 Americas : As of December 31, 2024, our corporate and business unit headquarters and domestic operations are located in Southlake, Texas.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeCommitments and Contingencies , to our consolidated financial 20 statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference. While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses.
Biggest changeWhile certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses.
ITEM 3. LEGAL PROCEEDINGS The Company and its subsidiaries are from time to time engaged in routine legal proceedings incidental to our business. For a description of our material legal proceedings, see Note 18.
ITEM 3. LEGAL PROCEEDINGS The Company and its subsidiaries are from time to time engaged in routine legal proceedings incidental to our business. For a description of our material legal proceedings, see Note 18. Commitments and Contingencies , to our consolidated financial statements included in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

13 edited+5 added−9 removed9 unchanged
Biggest changeWilson was Vice President, Digital Marketing, at Marriott International, Inc. with responsibility for all performance and social media marketing across Marriott’s full portfolio of brands. Prior to that, he held digital, marketing, and strategy leadership roles at BCG, America Online, Netscape, and American Airlines. Mr. Wilson is a current board member of Alliant Credit Union. Mr.
Biggest changePrior to that, he held digital, marketing, and strategy leadership roles at BCG, America Online, Netscape, and American Airlines. Mr. Wilson is a current board member of Alliant Credit Union. Mr. Wilson received a Master of Science in Industrial Engineering (MBA) from Carnegie Mellon University and his Bachelor of Arts degree from the University of California, Berkeley.
Mendis previously served as Chief Commercial Officer for the Travel Network business from 2018 to 2020, and prior to that 22 served as Senior Vice President of International Markets for Sabre from 2017 to 2018. From 2015 to 2017, Mr. Mendis served as Senior Vice President of Asia Pacific for Sabre. Mr.
Mendis previously served as Chief Commercial Officer for the Travel Network business from 2018 to 2020, and prior to that served as Senior Vice President of International Markets for Sabre from 2017 to 2018. From 2015 to 2017, Mr. Mendis served as Senior Vice President of Asia Pacific for Sabre. Mr.
From 2017 to 2020, he served as Senior Vice President of Digital Customer Experience for Dell Technologies Inc., a technology company, and from 2014 to 2017, he served as Vice President – Product Management at salesforce.com, inc., a leader in customer management technology. 23 PART II
From 2017 to 2020, he served as Senior Vice President of Digital Customer Experience for Dell Technologies Inc., a technology company, and from 2014 to 2017, he served as Vice President – Product Management at salesforce.com, inc., a leader in customer management technology. 22 PART II
Randolfi spent fourteen years with Delta Airlines in a variety of executive financial roles culminating in Senior Vice President and Controller. Mr. Randolfi received a Master of Business Administration from Emory University and his Bachelor of Arts degree from the University of South Florida. Shawn Williams is Executive Vice President and Chief People Officer.
Randolfi spent fourteen years with Delta Airlines in a variety of executive financial roles culminating in Senior Vice President and Controller. Mr. 21 Randolfi received a Master of Business Administration from Emory University and his Bachelor of Arts degree from the University of South Florida. Shawn Williams has served as Executive Vice President and Chief Administrative Officer since 2024. Mr.
MINE SAFETY DISCLOSURES Not applicable. 21 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names and ages of our executive officers as of February 15, 2024, together with certain biographical information, are as follows: Name Age Position Kurt Ekert 53 Chief Executive Officer and President Sean Menke 55 Executive Chair of the Board Ann Bruder 58 Executive Vice President and Chief Legal Officer Joe DiFonzo 58 Executive Vice President and Chief Information Officer Roshan Mendis 51 Executive Vice President and Chief Commercial Officer, Travel Solutions Michael Randolfi 51 Executive Vice President and Chief Financial Officer Shawn Williams 51 Executive Vice President and Chief People Officer Scott Wilson 56 Executive Vice President, Sabre and President, Hospitality Solutions Garry Wiseman 47 Executive Vice President and Chief Product and Technology Officer, Travel Solutions Kurt Ekert has served as Chief Executive Officer and President of Sabre since April 2023.
MINE SAFETY DISCLOSURES Not applicable. 20 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names and ages of our executive officers as of February 20, 2025, together with certain biographical information, are as follows: Name Age Position Kurt Ekert 54 Chief Executive Officer and President Rochelle Boas 51 Executive Vice President and Chief Legal Officer Jennifer Catto 49 Executive Vice President and Chief Marketing Officer Joe DiFonzo 59 Executive Vice President and Chief Information Officer Roshan Mendis 52 Executive Vice President and Chief Commercial Officer, Travel Solutions Michael Randolfi 52 Executive Vice President and Chief Financial Officer Shawn Williams 52 Executive Vice President and Chief Administrative Officer Scott Wilson 57 Executive Vice President, Sabre and President, Hospitality Solutions Garry Wiseman 48 Executive Vice President and Chief Product and Technology Officer, Travel Solutions Kurt Ekert has served as Chief Executive Officer and President of Sabre since April 2023.
Williams served as Senior Vice President and Chief Administrative Officer of Samsung Electronics America, an electronics and telecommunications company. He holds a bachelor’s degree in business administration from the University of Houston Scott Wilson is Executive Vice President and President, Hospitality Solutions. Prior to joining Sabre in September 2020, Mr.
From 2016 to 2017, he served as Senior Vice President and Chief Administrative Officer of LeEco Holdings North America, a consumer electronics business. Mr. Williams served as Senior Vice President and Chief Administrative Officer of Samsung Electronics America, an electronics and telecommunications company. He holds a bachelor’s degree in business administration from the University of Houston.
Prior to joining Sabre in 2020, Mr. Williams served as Chief Human Resources Officer of Scientific Games, a global technology gaming company, from 2017 to 2020. From 2016 to 2017, he served as Senior Vice President and Chief Administrative Officer of LeEco Holdings North America, a consumer electronics business. Prior to that, Mr.
Williams previously served as Executive Vice President and Chief People Officer from 2020 to 2024. Prior to joining Sabre in 2020, Mr. Williams served as Chief Human Resources Officer of Scientific Games, a global technology gaming company, from 2017 to 2020.
Wilson served as Executive Vice President and Chief Commercial Officer of Great Wolf Resorts, the largest family of indoor water park resorts in North America, since 2017. While there, he was responsible for a number of areas of Great Wolf’s business, including sales, marketing, digital, revenue management, data and analytics, contact centers, and merchandising. From 2010 to 2017, Mr.
While there, he was responsible for a number of areas of Great Wolf’s business, including sales, marketing, digital, revenue management, data and analytics, contact centers, and merchandising. From 2010 to 2017, Mr. Wilson served as Vice President, e-Commerce and Merchandising, at United Airlines, Inc. one of the largest global airlines.
He previously was Chairman of the US Department of Commerce Travel & Tourism Advisory Board, as well as a director for each of eNett, Carlson Travel Inc., the World Travel & Tourism Council, and the UNGA Global Partnership to End Violence Against Children. Sean Menke has served as Executive Chair of the Board of Sabre since April 2023.
He previously was Chairman of the US Department of Commerce Travel & Tourism Advisory Board, as well as a director for each of eNett, Carlson Travel Inc., the World Travel & Tourism Council, and the UNGA Global Partnership to End Violence Against Children. Rochelle Boas is Executive Vice President and Chief Legal Officer. Prior to joining Sabre in 2024, Ms.
He previously spent 20 years at Convergys/Cincinnati Bell Information Systems, as corporate product line architect and leading multiple product development teams for the telecom industry. Mr. DiFonzo holds a bachelor's degree in computer science from the University of Central Florida. Roshan Mendis has served as Executive Vice President and Chief Commercial Officer, Travel Solutions since 2020. Mr.
DiFonzo holds a bachelor's degree in computer science from the University of Central Florida. Roshan Mendis has served as Executive Vice President and Chief Commercial Officer, Travel Solutions since 2020. Mr.
Wilson served as Vice President, e-Commerce and Merchandising, at United Airlines, Inc. one of the largest global airlines. In addition to e-commerce and merchandising functions, he was also responsible for distribution and commercial analytics. From 2007 to 2010, Mr.
In addition to e-commerce and merchandising functions, he was also responsible for distribution and commercial analytics. From 2007 to 2010, Mr. Wilson was Vice President, Digital Marketing, at Marriott International, Inc. with responsibility for all performance and social media marketing across Marriott’s full portfolio of brands.
Prior to becoming Executive Vice President in 2023, he served as Senior Vice President and Chief Information Officer from July 2017 to 2023. Prior to joining Sabre, he served as both chief technology officer and CIO at Syniverse, a global provider of communication and information services for mobile network operators.
Prior to joining Sabre, he served as both Chief Technology Officer and CIO at Syniverse, a global provider of communication and information services for mobile network operators. He previously spent 20 years at Convergys/Cincinnati Bell Information Systems, as corporate product line architect and leading multiple product development teams for the telecom industry. Mr.
Wilson received a Master of Science in Industrial Engineering (MBA) from Carnegie Mellon University and his Bachelor of Arts degree from the University of California, Berkeley. Garry Wiseman is E xecutive Vice President and Chief P roduct and Technology Officer, Travel Solutions . Prior to joining Sabre in 2022, Mr.
Garry Wiseman has served as E xecutive Vice President and Chief P roduct and Technology Officer, Travel Solutions since 2023 . Mr. Wiseman previously served as Executive Vice President and Chief Product Officer from 2022 to 2023. Prior to joining Sabre in 2022, Mr.
Removed
He served as CEO of Sabre beginning in December 2016 and served as its President from December 2016 through January 2, 2022. He was elected Chair of the Board effective April 28, 2022. In April 2023, Mr. Menke relinquished his duties as CEO. Mr. Menke previously served as Sabre’s Executive Vice President and President of Travel Network.
Added
Boas served from 2023 to 2024 as General Counsel and Corporate Secretary of Octus (formerly, Reorg Research, Inc.), a leading provider of intelligence, data and workflow for the global credit markets. From 2021 to 2023, she served as General Counsel and Corporate Secretary of LeafLink, Inc., a leading unified wholesale platform designed specifically for the licensed cannabis industry.
Removed
Before joining Sabre in October 2015, Mr. Menke served as Executive Vice President and Chief Operating Officer of Hawaiian Airlines from October 2014 to October 2015. From 2013 to 2014, he was Executive Vice President of Resources at IHS Inc., a global information technology company.
Added
From 2006 to 2020, she served in various roles, including Senior Vice President, Deputy General Counsel and Corporate Secretary, in the Legal Department of Travelport Worldwide Limited, a travel technology company. Jennifer Catto is Executive Vice President and Chief Marketing Officer. Prior to joining Sabre in 2025, Ms.
Removed
He served as managing partner of Vista Strategic Group, LLC, a consulting firm, from 2012 to 2013 and from 2010 to 2011. From 2011 to 2012, he served as President and Chief Executive Officer of Pinnacle Airlines, and from 2007 to 2010 as President and Chief Executive Officer of Frontier Airlines. Mr.
Added
Catto served as Chief Marketing Officer and Interim Product Officer at Travelport Worldwide Limited, a travel technology company, since 2024. From 2016 to 2020, she served as Chief Marketing Officer at Telaria, a computer software platform company. From 2015 to 2016, Ms. Catto was SVP, Integrated Marketing, of Evolve Media, LLC, a digital media company.
Removed
Menke earned an executive MBA from the University of Denver and dual bachelor of science degrees in Economics and Aviation Management from Ohio State University. He serves as a director of Waste Management, Inc., a provider of comprehensive waste management environmental services. Ann Bruder is Executive Vice President and Chief Legal Officer. Prior to joining Sabre in 2023, Ms.
Added
Prior to that, she served in various roles at Travelocity, Conde Nast, and SAY. Joe DiFonzo is Executive Vice President and Chief lnformation Officer. Prior to becoming Executive Vice President, he served as Senior Vice President and Chief Information Officer from July 2017 to 2023.
Removed
Bruder served from 2020 to 2023 as Chief Legal, Development and Administrative Officer and Secretary of Blucora, Inc., a provider of integrated tax-focused wealth management services and software, and as its Chief Legal Officer and Secretary from 2017 to 2020. From 2015 to 2017, Ms.
Added
Scott Wilson is Executive Vice President and President, Hospitality Solutions. Prior to joining Sabre in September 2020, Mr. Wilson served as Executive Vice President and Chief Commercial Officer of Great Wolf Resorts, the largest family of indoor water park resorts in North America, since 2017.
Removed
Bruder served as Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary at Airlines Reporting Corporation, a provider of travel industry data, products and services. From 2014 to 2015, Ms. Bruder served as the President of Global Strategic Services, LLC, a strategic advisory firm. Prior to that, Mr.
Removed
Bruder served as Senior Vice President of Law, Government Affairs and Global Compliance, General Counsel and Corporate Secretary of Commercial Metals Company, a steel and metal manufacturer, from mid-2009 through 2014 and the Deputy General Counsel from 2007 through mid-2009. Earlier in her career, Ms.
Removed
Bruder served as Chief Legal and Compliance Officer at CARBO Ceramics Inc., a ceramic proppant producer, as well as serving in various senior legal roles at American Airlines, Inc. and Continental Airlines, Inc. Ms. Bruder began her career at the law firm of Thompson Coburn LLP. Ms.
Removed
Bruder has a J.D. from Washington University (Order of the Barristers) and B.A. in Journalism and Public Relations with a minor in Economics from the University of Wyoming. Joe DiFonzo is Executive Vice President and Chief lnformation Officer.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+0 added−0 removed0 unchanged
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NASDAQ Global Select Market under the symbol “SABR.” As of February 8, 2024, there were 98 stockholders of record of our common stock. There were no shares repurchased during the year ended December 31, 2023.
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is listed on the NASDAQ Global Select Market under the symbol “SABR.” As of February 14, 2025, there were 95 stockholders of record of our common stock. There were no shares repurchased during the year ended December 31, 2024.
The stock performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate the graph by reference in such filing. ITEM 6. [Reserved] 24
The stock performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing by us under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate the graph by reference in such filing. ITEM 6. [Reserved] 23
The graph assumes that $100 was invested at the market close on December 31, 2018 in the common stock of Sabre Corporation and the Indices as well as reinvestments of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.
The graph assumes that $100 was invested at the market close on December 31, 2019 in the common stock of Sabre Corporation and the Indices as well as reinvestments of dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.
See Item 7 , " Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources —Recent Events Impacting Our Liquidity and Capital Resources—Share Repurchase Program." Stock Performance Graph The following graph shows a comparison from December 31, 2018 through December 31, 2023 of the cumulative total return for our common stock, the Nasdaq Composite Index ("NASDAQ Composite"), the Standard & Poor's 500 Stock Index ("S&P 500") and the Standard & Poor's Software and Services Index ("S&P 500/Software & Services") (collectively, the "Indices").
See Item 7 , " Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources —Recent Events Impacting Our Liquidity and Capital Resources—Share Repurchase Program." Stock Performance Graph The following graph shows a comparison from December 31, 2019 through December 31, 2024 of the cumulative total return for our common stock, the Nasdaq Composite Index ("NASDAQ Composite"), the Standard & Poor's 500 Stock Index ("S&P 500") and the Standard & Poor's Software and Services Index ("S&P 500/Software & Services") (collectively, the "Indices").

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

152 edited+53 added−60 removed106 unchanged
Biggest changeSome of these limitations are: • these non-GAAP financial measures exclude certain recurring, non-cash charges such as stock-based compensation expense and amortization of acquired intangible assets; • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash requirements for such replacements; • Adjusted EBITDA does not reflect amortization of capitalized implementation costs associated with our revenue contracts, which may require future working capital or cash needs in the future; • Adjusted Operating Income (Loss), Adjusted Net Loss and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; • Adjusted EBITDA does not reflect the interest expense or the cash requirements necessary to service interest or principal payments on our indebtedness; • Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; • Free Cash Flow removes the impact of accrual-basis accounting on asset accounts and non-debt liability accounts, and does not reflect the cash requirements necessary to service the principal payments on our indebtedness; and • other companies, including companies in our industry, may calculate Adjusted Operating Income (Loss), Adjusted Net Loss, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures. 30 Non-GAAP Financial Measures The following table sets forth the reconciliation of Net Loss attributable to common stockholders to Adjusted Net Loss from continuing operations, Operating Income (Loss) to Adjusted Operating Income (Loss), and Loss from continuing operations to Adjusted EBITDA (in thousands): Year Ended December 31, 2023 2022 2021 Net loss attributable to common stockholders $ (541,865) $ (456,833) $ (950,071) (Income) loss from discontinued operations, net of tax (308) 679 2,532 Net (loss) income attributable to non-controlling interests (1) (332) 2,670 2,162 Preferred stock dividends 14,257 21,385 21,602 Loss from continuing operations (528,248) (432,099) (923,775) Adjustments: Impairment and related charges (2) — 5,146 — Acquisition-related amortization (3a) 40,237 51,254 64,144 Restructuring and other costs (5) 72,096 14,500 (7,608) Loss on extinguishment of debt, net 108,577 4,473 13,070 Other, net (4) (13,751) (136,645) 1,748 Acquisition-related costs (6) 2,336 6,854 6,744 Litigation costs, net (7) 12,838 31,706 22,262 Stock-based compensation 52,015 82,872 120,892 Tax impact of adjustments (8) 74,203 847 (6,867) Adjusted Net Loss from continuing operations $ (179,697) $ (371,092) $ (709,390) Adjusted Net Loss from continuing operations per share $ (0.52) $ (1.14) $ (2.21) Diluted weighted-average common shares outstanding 346,567 326,742 320,922 Operating income (loss) $ 47,143 $ (261,060) $ (665,487) Add back: Equity method income (loss) 2,042 686 (264) Impairment and related charges (2) — 5,146 — Acquisition-related amortization (3a) 40,237 51,254 64,144 Restructuring and other costs (5) 72,096 14,500 (7,608) Acquisition-related costs (6) 2,336 6,854 6,744 Litigation costs, net (7) 12,838 31,706 22,262 Stock-based compensation 52,015 82,872 120,892 Adjusted Operating Income (Loss) $ 228,707 $ (68,042) $ (459,317) Loss from continuing operations $ (528,248) $ (432,099) $ (923,775) Adjustments: Depreciation and amortization of property and equipment (3b) 85,408 96,397 163,291 Amortization of capitalized implementation costs (3c) 23,031 36,982 34,750 Acquisition-related amortization (3a) 40,237 51,254 64,144 Impairment and related charges (2) — 5,146 — Restructuring and other costs (5) 72,096 14,500 (7,608) Interest expense, net 447,878 295,231 257,818 Other, net (4) (13,751) (136,645) 1,748 Loss on extinguishment of debt, net 108,577 4,473 13,070 Acquisition-related costs (6) 2,336 6,854 6,744 Litigation costs, net (7) 12,838 31,706 22,262 Stock-based compensation 52,015 82,872 120,892 Provision (benefit) for income taxes 34,729 8,666 (14,612) Adjusted EBITDA $ 337,146 $ 65,337 $ (261,276) The following tables set forth the reconciliation of Adjusted Operating Income (Loss) to Operating Income (Loss) in our statement of operations and Adjusted EBITDA to Loss from Continuing Operations in our statement of operations by business segment (in thousands): 31 Year Ended December 31, 2023 Travel Solutions Hospitality Solutions Corporate Total Adjusted Operating Income (Loss) $ 474,969 $ (11,286) $ (234,976) $ 228,707 Less: Equity method income 2,042 — — 2,042 Acquisition-related amortization (3a) — — 40,237 40,237 Restructuring and other costs (5) — — 72,096 72,096 Acquisition-related costs (6) — — 2,336 2,336 Litigation costs, net (7) — — 12,838 12,838 Stock-based compensation — — 52,015 52,015 Operating income (loss) $ 472,927 $ (11,286) $ (414,498) $ 47,143 Adjusted EBITDA 558,183 13,212 (234,249) 337,146 Less: Depreciation and amortization of property and equipment (3b) 65,814 18,867 727 85,408 Amortization of capitalized implementation costs (3c) 17,400 5,631 — 23,031 Acquisition-related amortization (3a) — — 40,237 40,237 Restructuring and other costs (5) — — 72,096 72,096 Acquisition-related costs (6) — — 2,336 2,336 Litigation costs, net (7) — — 12,838 12,838 Stock-based compensation — — 52,015 52,015 Equity method income 2,042 — — 2,042 Operating income (loss) $ 472,927 $ (11,286) $ (414,498) $ 47,143 Interest expense, net (447,878) Other, net (4) 13,751 Loss on extinguishment of debt, net (108,577) Equity method income 2,042 Provision for income taxes (34,729) Loss from continuing operations $ (528,248) 32 Year Ended December 31, 2022 Travel Solutions Hospitality Solutions Corporate Total Adjusted Operating Income (Loss) $ 213,290 $ (51,579) $ (229,753) $ (68,042) Less: Equity method income 686 — — 686 Impairment and related charges (2) — — 5,146 5,146 Acquisition-related amortization (3a) — — 51,254 51,254 Restructuring and other costs (5) — — 14,500 14,500 Acquisition-related costs (6) — — 6,854 6,854 Litigation costs, net (7) — — 31,706 31,706 Stock-based compensation — — 82,872 82,872 Operating income (loss) $ 212,604 $ (51,579) $ (422,085) $ (261,060) Adjusted EBITDA $ 323,803 $ (29,794) $ (228,672) $ 65,337 Less: Depreciation and amortization of property and equipment (3b) 78,601 16,715 1,081 96,397 Amortization of capitalized implementation costs (3c) 31,912 5,070 — 36,982 Acquisition-related amortization (3a) — — 51,254 51,254 Impairment and related charges (2) — — 5,146 5,146 Restructuring and other costs (5) — — 14,500 14,500 Acquisition-related costs (6) — — 6,854 6,854 Litigation costs, net (7) — — 31,706 31,706 Stock-based compensation — — 82,872 82,872 Equity method income 686 — — 686 Operating income (loss) $ 212,604 $ (51,579) $ (422,085) $ (261,060) Interest expense, net (295,231) Other, net (4) 136,645 Loss on extinguishment of debt (4,473) Equity method income 686 Provision for income taxes (8,666) Loss from continuing operations $ (432,099) 33 Year Ended December 31, 2021 Travel Solutions Hospitality Solutions Corporate Total Adjusted Operating Loss $ (222,679) $ (39,806) $ (196,832) $ (459,317) Less: Equity method loss (264) — — (264) Acquisition-related amortization (3a) — — 64,144 64,144 Restructuring and other costs (6) — — (7,608) (7,608) Acquisition-related costs (6) — — 6,744 6,744 Litigation costs, net (7) — — 22,262 22,262 Stock-based compensation — — 120,892 120,892 Operating loss $ (222,415) $ (39,806) $ (403,266) $ (665,487) Adjusted EBITDA $ (52,006) $ (13,452) $ (195,818) $ (261,276) Less: Depreciation and amortization of property and equipment (3b) 140,231 22,046 1,014 163,291 Amortization of capitalized implementation costs (3c) 30,442 4,308 — 34,750 Acquisition-related amortization (3a) — — 64,144 64,144 Restructuring and other costs (5) — — (7,608) (7,608) Acquisition-related costs (6) — — 6,744 6,744 Litigation costs, net (7) — — 22,262 22,262 Stock-based compensation — — 120,892 120,892 Equity method loss (264) — — (264) Operating loss $ (222,415) $ (39,806) $ (403,266) $ (665,487) Interest expense, net (257,818) Other, net (4) (1,748) Loss on extinguishment of debt (13,070) Equity method loss (264) Benefit for income taxes 14,612 Loss from continuing operations $ (923,775) The following tables present information from our statements of cash flows and set forth the reconciliation of Free Cash Flow to cash provided by operating activities, the most directly comparable GAAP measure (in thousands): Year Ended December 31, 2023 2022 2021 Cash provided by (used in) operating activities $ 56,239 $ (276,458) $ (414,654) Cash (used in) provided by investing activities (109,980) 173,977 (29,428) Cash used in financing activities (94,219) (75,370) (50,558) Year Ended December 31, 2023 2022 2021 Cash provided by (used in) operating activities $ 56,239 $ (276,458) $ (414,654) Additions to property and equipment (87,423) (69,494) (54,302) Free Cash Flow $ (31,184) $ (345,952) $ (468,956) ________________________________ (1) Net income attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S. of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 40%, and (v) FERMR Holdings Limited (the direct parent of Conferma) of 19%.
Biggest changeManagement reviews Segment Adjusted EBITDA as the primary measure for our segments' performance. 29 Non-GAAP Financial Measures The following table sets forth the reconciliation of Net Loss attributable to common stockholders to Adjusted Net Loss from continuing operations and Loss from continuing operations to Adjusted EBITDA (in thousands): Year Ended December 31, 2024 2023 2022 Net loss attributable to common stockholders $ (278,759) $ (541,865) $ (456,833) (Income) loss from discontinued operations, net of tax — (308) 679 Net income (loss) attributable to non-controlling interests (1) 76 (332) 2,670 Preferred stock dividends — 14,257 21,385 Loss from continuing operations (278,683) (528,248) (432,099) Adjustments: Impairment and related charges (2) — — 5,146 Acquisition-related amortization (3a) 37,891 40,237 51,254 Restructuring and other costs (4) 11,653 72,096 14,500 Loss on extinguishment of debt, net 37,994 108,577 4,473 Other, net (5) 21,587 (13,751) (136,645) Acquisition-related costs (6) 3,923 2,336 6,854 Litigation costs, net (7) 6,875 1,387 31,706 Indirect tax matters (8) 21,732 11,451 — Stock-based compensation 54,567 52,015 82,872 Tax impact of adjustments (9) 10,072 74,203 847 Adjusted Net Loss from continuing operations $ (72,389) $ (179,697) $ (371,092) Adjusted Net Loss from continuing operations per share $ (0.19) $ (0.52) $ (1.14) Diluted weighted-average common shares outstanding 383,733 346,567 326,742 Loss from continuing operations $ (278,683) $ (528,248) $ (432,099) Adjustments: Depreciation and amortization of property and equipment (3b) 73,028 85,408 96,397 Amortization of capitalized implementation costs (3c) 18,565 23,031 36,982 Acquisition-related amortization (3a) 37,891 40,237 51,254 Impairment and related charges (2) — — 5,146 Restructuring and other costs (4) 11,653 72,096 14,500 Interest expense, net 509,643 447,878 295,231 Other, net (5) 21,587 (13,751) (136,645) Loss on extinguishment of debt, net 37,994 108,577 4,473 Acquisition-related costs (6) 3,923 2,336 6,854 Litigation costs, net (7) 6,875 1,387 31,706 Indirect tax matters (8) 21,732 11,451 — Stock-based compensation 54,567 52,015 82,872 (Benefit) provision for income taxes (1,777) 34,729 8,666 Adjusted EBITDA $ 516,998 $ 337,146 $ 65,337 30 The following tables set forth the reconciliation of Adjusted EBITDA to Loss from Continuing Operations in our statement of operations by business segment (in thousands): Year Ended December 31, 2024 Travel Solutions Hospitality Solutions Corporate Total Adjusted EBITDA 704,576 38,033 (225,611) 516,998 Less: Depreciation and amortization of property and equipment (3b) 58,080 14,121 827 73,028 Amortization of capitalized implementation costs (3c) 12,698 5,867 — 18,565 Acquisition-related amortization (3a) — — 37,891 37,891 Restructuring and other costs (4) — — 11,653 11,653 Acquisition-related costs (6) — — 3,923 3,923 Litigation costs, net (7) — — 6,875 6,875 Indirect tax matters (8) — — 21,732 21,732 Stock-based compensation — — 54,567 54,567 Equity method income 2,606 — — 2,606 Operating income (loss) $ 631,192 $ 18,045 $ (363,079) $ 286,158 Interest expense, net (509,643) Other, net (5) (21,587) Loss on extinguishment of debt, net (37,994) Equity method income 2,606 Benefit for income taxes 1,777 Loss from continuing operations $ (278,683) Year Ended December 31, 2023 Travel Solutions Hospitality Solutions Corporate Total Adjusted EBITDA $ 558,183 $ 13,212 $ (234,249) $ 337,146 Less: Depreciation and amortization of property and equipment (3b) 65,814 18,867 727 85,408 Amortization of capitalized implementation costs (3c) 17,400 5,631 — 23,031 Acquisition-related amortization (3a) — — 40,237 40,237 Restructuring and other costs (4) — — 72,096 72,096 Acquisition-related costs (6) — — 2,336 2,336 Litigation costs, net (7) — — 1,387 1,387 Indirect tax matters (8) — — 11,451 11,451 Stock-based compensation — — 52,015 52,015 Equity method income 2,042 — — 2,042 Operating income (loss) $ 472,927 $ (11,286) $ (414,498) $ 47,143 Interest expense, net (447,878) Other, net (5) 13,751 Loss on extinguishment of debt (108,577) Equity method income 2,042 Provision for income taxes (34,729) Loss from continuing operations $ (528,248) 31 Year Ended December 31, 2022 Travel Solutions Hospitality Solutions Corporate Total Adjusted EBITDA $ 323,803 $ (29,794) $ (228,672) $ 65,337 Less: Depreciation and amortization of property and equipment (3b) 78,601 16,715 1,081 96,397 Amortization of capitalized implementation costs (3c) 31,912 5,070 — 36,982 Acquisition-related amortization (3a) — — 51,254 51,254 Impairment and related charges — — 5,146 5,146 Restructuring and other costs (4) — — 14,500 14,500 Acquisition-related costs (6) — — 6,854 6,854 Litigation costs, net (7) — — 31,706 31,706 Stock-based compensation — — 82,872 82,872 Equity method income 686 — — 686 Operating loss $ 212,604 $ (51,579) $ (422,085) $ (261,060) Interest expense, net (295,231) Other, net (5) 136,645 Loss on extinguishment of debt (4,473) Equity method income 686 Provision for income taxes (8,666) Loss from continuing operations $ (432,099) The following tables present information from our statements of cash flows and set forth the reconciliation of Free Cash Flow to cash provided by operating activities, the most directly comparable GAAP measure (in thousands): Year Ended December 31, 2024 2023 2022 Cash provided by (used in) operating activities $ 70,594 $ 56,239 $ (276,458) Cash (used in) provided by investing activities (29,614) (109,980) 173,977 Cash provided by (used in) financing activities 39,572 (94,219) (75,370) Year Ended December 31, 2024 2023 2022 Cash provided by (used in) operating activities $ 70,594 $ 56,239 $ (276,458) Additions to property and equipment (84,148) (87,423) (69,494) Free Cash Flow $ (13,554) $ (31,184) $ (345,952) ________________________________ (1) Net income (loss) attributable to noncontrolling interests represents an adjustment to include earnings allocated to noncontrolling interests held in (i) Sabre Travel Network Middle East of 40%, (ii) Sabre Seyahat Dagitim Sistemleri A.S. of 40%, (iii) Sabre Travel Network Lanka (Pte) Ltd of 40%, (iv) Sabre Bulgaria of 40%, and (v) FERMR Holdings Limited (the direct parent of Conferma Limited) of 19%.
Financing Activities For the year ended December 31, 2023, we used $94 million for financing activities.
For the year ended December 31, 2023, we used $94 million for financing activities.
Our SynXis Central Reservation System 27 integrates critical hospitality systems to optimize distribution, operations, retailing and guest experience via one scalable, flexible and intelligent platform. As these markets grow, we believe both independent and enterprise hotel owners and operators will continue to seek increased connectivity and integrated solutions to ensure access to global travelers.
Our SynXis Central Reservation System integrates critical hospitality systems to optimize distribution, operations, retailing and guest experience via one scalable, flexible and intelligent platform. As these markets grow, we believe both independent and enterprise hotel owners and operators will continue to seek increased connectivity and integrated solutions to ensure access to global travelers.
We anticipate that this will contribute to the continued growth of Hospitality Solutions, which is ultimately dependent upon these hoteliers accepting and utilizing our products and services. Components of Revenues and Expenses Revenues Travel Solutions generates revenues from distribution activities through direct billable bookings processed on our GDS, adjusted for estimated cancellations of those bookings.
We anticipate that this will contribute to the continued growth of Hospitality Solutions, which is ultimately dependent upon these hoteliers accepting and utilizing our products and services. 26 Components of Revenues and Expenses Revenues Travel Solutions generates revenues from distribution activities through direct billable bookings processed on our GDS, adjusted for estimated cancellations of those bookings.
IT agreements Certain agreements with technology providers, including for the provision of outsourcing services for our IT infrastructure and applications and the provision of certain cloud-based services, include minimum amounts due for the provision of those services. Contractual minimums are annual in some instances and span multiple years in other contracts.
IT agreements 40 Certain agreements with technology providers, including for the provision of outsourcing services for our IT infrastructure and applications and the provision of certain cloud-based services, include minimum amounts due for the provision of those services. Contractual minimums are annual in some instances and span multiple years in other contracts.
Loss on Extinguishment of Debt, net We recognized a loss on extinguishment of debt of $109 million during the year ended December 31, 2023, including a loss on extinguishment of debt of $121 million as a result of the financing activity that occurred in the third quarter of 2023, partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second quarter of 2023.
We recognized a loss on extinguishment of debt of $109 million during the year ended December 31, 2023, including a loss on extinguishment of debt of $121 million as a result of the financing activity that occurred in the third quarter of 2023, partially offset by a gain on extinguishment of debt of $13 million as a result of the financing activity that occurred in the second quarter of 2023.
Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our 42 requirements based on our business needs prior to the delivery of goods or performance of services.
Although open purchase orders are considered enforceable and legally binding, the terms generally allow us the option to cancel, reschedule and adjust our requirements based on our business needs prior to the delivery of goods or performance of services.
Intersegment Transactions 28 We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. Hospitality Solutions pays fees to Travel Solutions for hotel stays booked through our GDS. Key Metrics “Direct billable bookings” and “passengers boarded” are the primary metrics utilized by Travel Solutions to measure operating performance.
Intersegment Transactions We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. Hospitality Solutions pays fees to Travel Solutions for hotel stays booked through our GDS. 27 Key Metrics “Direct billable bookings” and “passengers boarded” are the primary metrics utilized by Travel Solutions to measure operating performance.
Hospitality Solutions— Selling, general and administrative expenses decreased $1 million, or 2%, for the year ended December 31, 2023 compared to the prior year primarily due to a $3 million decrease in labor and professional services driven by our cost reduction plan, partially offset by a $2 million increase in the provision for credit losses, primarily due to an unfavorable fluctuation to provision reductions in the prior year.
Hospitality Solutions— Selling, general and administrative expenses decreased $2 million, or 5%, for the year ended December 31, 2023 compared to the prior year primarily due to a $3 million decrease in labor and professional services driven by our cost reduction plan, partially offset by a $2 million increase in the provision for credit losses, primarily due to an unfavorable fluctuation to provision reductions in the prior year.
Corporate— Cost of revenue, excluding technology costs, increased $10 million, or 114%, for the year ended December 31, 2023 primarily due to a $13 million restructuring charge associated with the reduction of our workforce in the current period. This increase was partially offset by a $3 million decrease in labor and professional services costs due to our cost reduction plan.
Corporate— Cost of revenue, excluding technology costs, increased $10 million, or 114%, for the year ended December 31, 2023 primarily due to a $13 million restructuring charge associated with the reduction of our workforce in 2023. This increase was partially offset by a $3 million decrease in labor and professional services costs due to our cost reduction plan.
Summary of Business and Significant Accounting Policies, to our consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K, which is incorporated herein by reference. 46 Critical Accounting Estimates This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.
Summary of Business and Significant Accounting Policies, to our consolidated financial statements included in Part II, Item 8 in this Annual Report on Form 10-K, which is incorporated herein by reference. 45 Critical Accounting Estimates This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with GAAP.
We expect to continue to benefit from higher margins in 2024 than would have been realized had we not undertaken our technology transformation efforts as we believe the technology transformation has and will help enable us to avoid capital expenditures that would have otherwise been required while also yielding lower cloud infrastructure costs.
We expect to continue to benefit from higher margins in 2025 than would have been realized had we not undertaken our technology transformation efforts as we believe the technology transformation has and will help enable us to avoid capital expenditures that would have otherwise been required while also yielding lower cloud infrastructure costs.
We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2023 and have not provided deferred taxes on any outside basis differences. Contractual Obligations Our material cash requirements consist of the following contractual obligations, excluding pension obligations. See Note 17.
We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2024 and have not provided deferred taxes on any outside basis differences. Contractual Obligations Our material cash requirements consist of the following contractual obligations, excluding pension obligations. See Note 17.
We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement. As of December 31, 2023, we have reinvested $277 million of the proceeds from the disposition of AirCentre.
We are further required to pay down the term loans with proceeds from certain asset sales, net of taxes, or borrowings, that are not otherwise reinvested in the business, as provided in the Amended and Restated Credit Agreement. As of December 31, 2023, we had reinvested $277 million of the proceeds from the disposition of AirCentre.
Given the inherent uncertainties of litigation and tax claims, the ultimate outcome of these matters cannot be predicted, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for 48 probable and reasonably estimable loss contingencies.
Given the inherent uncertainties of 47 litigation and tax claims, the ultimate outcome of these matters cannot be predicted, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies.
We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for loss from discontinued operations, net of tax, net (loss) income attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, stock-based compensation, and the tax impact of adjustments.
We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for (income) loss from discontinued operations, net of tax, net income (loss) attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation, and the tax impact of adjustments.
(8) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.
(9) The tax impact of adjustments includes the tax effect of each separate adjustment based on the statutory tax rate for the jurisdiction(s) in which the adjustment was taxable or deductible, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, valuation allowances and other items.
We did not record material intangible asset impairment charges fo r the years ended December 31, 2023, 2022 and 2021. Income Taxes We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.
We did not record material intangible asset impairment charges fo r the years ended December 31, 2024, 2023 and 2022. Income Taxes We recognize deferred tax assets and liabilities based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.
Excluding the impact of the Senior Secured Term Loan due in 2028, approximately 28% of our debt is variable. See “Risk Factors—We are exposed to interest rate fluctuations. Increasing travel agency incentive consideration Travel agency incentive consideration is a large portion of Travel Solutions expenses.
Excluding the impact of the Senior Secured Term Loan due in 2028, approximately 27% of our debt is variable. See “Risk Factors—We are exposed to interest rate fluctuations. Increasing travel agency incentive consideration Travel agency incentive consideration is a large portion of Travel Solutions expenses.
Interest on the senior secured credit facilities, senior secured term loan due 2028 and AR Facility is based on the SOFR rate or the Reference Rate plus a base margin and includes the effect of interest rate swaps. See Note 10. Debt, to our consolidated financial statements.
Interest on the senior secured credit facilities, senior secured term loan due 2028 and securitization facility is based on the SOFR rate or the Reference Rate plus a base margin and includes the effect of interest rate swaps. See Note 10. Debt, to our consolidated financial statements.
As of December 31, 2023, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases. In addition, the terms of certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase our common stock.
As of December 31, 2024, the Share Repurchase Program remains suspended and approximately $287 million remains authorized for repurchases. In addition, the terms of certain of the agreements governing our indebtedness contain covenants that, among other things, limit our ability to repurchase our common stock.
Hospitality Solutions— Technology costs decreased $10 million, or 9%, for the year ended December 31, 2023 compared to the prior year primarily due to a $17 million decrease in labor and professional services driven by our cost reduction plan.
Hospitality Solutions— Technology costs decreased $11 million, or 10%, for the year ended December 31, 2023 compared to the prior year primarily due to a $17 million decrease in labor and professional services driven by our cost reduction plan.
During 2022 and 2023, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. We may decide to further refinance portions of our debt in 2024 and 2025 which, at current interest rates, could negatively impact our interest expense.
During 2023 and 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. We may decide to further refinance portions of our debt in 2025 and 2026 which, at current interest rates, could negatively impact our interest expense.
We define Free Cash Flow as cash provided by (used in) operating activities reduced by cash used in additions to property and equipment. We define Adjusted Net Loss from continuing operations per share as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.
We define Free Cash Flow as cash provided by (used in) operating activities less cash used in additions to property and equipment. We define Adjusted Net Loss from continuing operations per share as Adjusted Net Loss divided by diluted weighted-average common shares outstanding.
Interest expense, net Year Ended December 31, 2023 2022 Change (Amounts in thousands) Interest expense, net $ 447,878 $ 295,231 $ 152,647 52 % Interest expense increased $153 million, or 52%, for the year ended December 31, 2023 compared to the same period in the prior year primarily due to higher interest rates on our term loans and additional interest incurred in connection with the financing activities that have occurred during 2023.
Interest expense, net Year Ended December 31, 2023 2022 Change (Amounts in thousands) Interest expense, net $ 447,878 $ 295,231 $ 152,647 52 % Interest expense increased $153 million, or 52%, for the year ended December 31, 2023 compared to the prior year primarily due to higher interest rates on our term loans and additional interest incurred in connection with the financing activities that occurred during 2023.
Cost of Revenue, excluding technology costs Year Ended December 31, 2023 2022 Change (Amounts in thousands) Travel Solutions $ 1,038,628 $ 894,556 $ 144,072 16 % Hospitality Solutions 146,820 126,543 20,277 16 % Eliminations (38,508) (28,880) (9,628) 33 % Total segment cost of revenue, excluding technology costs 1,146,940 992,219 154,721 16 % Corporate 18,463 8,624 9,839 114 % Depreciation and amortization 24,203 39,976 (15,773) (39) % Total cost of revenue, excluding technology costs $ 1,189,606 $ 1,040,819 $ 148,787 14 % Travel Solutions —Cost of revenue, excluding technology costs, increased $144 million, or 16%, for the year ended December 31, 2023 compared to the prior year.
Additionally, DX revenue increased by $2 million. 36 Cost of Revenue, excluding technology costs Year Ended December 31, 2023 2022 Change (Amounts in thousands) Travel Solutions $ 1,038,628 $ 894,556 $ 144,072 16 % Hospitality Solutions 146,820 126,543 20,277 16 % Eliminations (38,508) (28,880) (9,628) 33 % Total segment cost of revenue, excluding technology costs 1,146,940 992,219 154,721 16 % Corporate 18,463 8,624 9,839 114 % Depreciation and amortization 24,203 39,976 (15,773) (39) % Total cost of revenue, excluding technology costs $ 1,189,606 $ 1,040,819 $ 148,787 14 % Travel Solutions —Cost of revenue, excluding technology costs, increased $144 million, or 16%, for the year ended December 31, 2023 compared to the prior year.
Based on our results for the year ended December 31, 2022, we were not required to make an excess cash flow payment in 2023, and no excess cash flow payment is expected to be required in 2024 with respect to our results for the year ended December 31, 2023.
Based on our results for the year ended December 31, 2023, we were not required to make an excess cash flow payment in 2024, and no excess cash flow payment is expected to be required in 2025 with respect to our results for the year ended December 31, 2024.
Approximately 28% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate.
Approximately 27% of our debt is variable, excluding the Senior Secured Term Loan due in 2028, where interest rate pricing is subject to the highest yield to maturity of Sabre GLBL secured debt as defined by the Reference Rate.
In addition, 2022 and 2021 include pension settlement charges 34 and all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. See Note 3. Acquisitions and Dispositions to our consolidated financial statements regarding the AirCentre sale and Note 17.
In addition, 2022 includes pension settlement charges and all periods presented include foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. See Note 3. Acquisitions and Dispositions to our consolidated financial statements regarding the AirCentre sale and Note 17.
We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2023, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes.
We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2024, with certain limited exceptions and have not, in those cases, recorded corresponding deferred taxes.
Goodwill and Intangible Assets We have two reporting units associated with our continuing operations: Travel Solutions and Hospitality Solutions. 47 We evaluate goodwill for impairment on an annual basis or when impairment indicators exist.
Goodwill and Intangible Assets We have two reporting units associated with our continuing operations: Travel Solutions and Hospitality Solutions. 46 We evaluate goodwill for impairment on an annual basis or when impairment indicators exist.
Purchase obligations Purchase obligations represent an estimate of open purchase orders and contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, 2023.
Purchase obligations Purchase obligations represent an estimate of open purchase orders and contractual obligations in the ordinary course of business for which we have not received the goods or services as of December 31, 2024.
Pension and Other Postretirement Benefit Plans, to our consolidated financial statements. We had no off balance sheet arrangements during the years ended December 31, 2023, 2022 and 2021.
Pension and Other Postretirement Benefit Plans, to our consolidated financial statements. We had no off balance sheet arrangements during the years ended December 31, 2024, 2023 and 2022.
In the second quarter of 2023, we implemented a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base. We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds.
In the second quarter of 2023, we began implementing a cost reduction plan designed to reposition our business to the current environment and to structurally reduce our cost base. We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through continued headwinds.
Selling, General and Administrative Expenses Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.
Selling, General and Administrative Expenses Selling, general and administrative expenses consist of professional service fees, certain settlement charges or reimbursements, costs to defend legal disputes, provision for expected credit losses, non-recoverable taxes, indirect taxes, other overhead costs, and personnel-related expenses, including stock-based compensation, for employees engaged in sales, sales support, account management and who administratively support the business in finance, legal, human resources, information technology and communications.
Geographic mix of travel bookings The revenue recognized by our Travel Solutions business is affected by the mix between domestic and international travel reservation bookings and the related varying rates paid by airline suppliers. Due to our geographic concentration, our results of operations are particularly sensitive to factors affecting North America.
Geographic mix of travel bookings and recent events impacting revenue The revenue recognized by our Travel Solutions business is affected by the mix between domestic and international travel reservation bookings and the related varying rates paid by airline suppliers. Due to our geographic concentration, our results of operations are particularly sensitive to factors affecting North America.
We also believe that Adjusted Operating Income (Loss), Adjusted Net Loss and Adjusted EBITDA 29 assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.
We also believe that Adjusted Net Loss and Adjusted EBITDA assist investors in company-to-company and period-to-period comparisons by excluding differences caused by variations in capital structures (affecting interest expense), tax positions and the impact of depreciation and amortization expense.
The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022 and 2023, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.
The global capital markets experienced periods of volatility throughout 2023 and 2024 in response to the geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2023 and 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.
Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 13 years as of December 31, 2023 for trademarks and brand names.
Depreciation and amortization included in selling, general and administrative expenses is associated with property and equipment, acquired customer relationships, trademarks and brand names purchased through acquisitions or established through the take private transaction in 2007, which includes a remaining useful life of 12 years as of December 31, 2024 for trademarks and brand names.
We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, stock-based compensation and the remaining provision (benefit) for income taxes.
We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, net, acquisition-related costs, litigation costs, net, indirect tax matters, stock-based compensation and the (benefit) provision for income taxes.
Corporate— Selling, general and administrative expenses decreased $14 million, or 4%, for the year ended December 31, 2023 compared to the prior year.
Corporate— Selling, general and administrative expenses decreased $14 million, or 5%, for the year ended December 31, 2023 compared to the prior year.
However, the June 2023 Refinancing (as defined below) provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.
However, the 2023 Term Loan Agreement, as defined below, provides the ability for interest to be payable-in-kind, such that amounts due are capitalized into the note balance at the payment date rather than paid in cash, reducing our near-term cash payments for interest on this debt.
For more information, see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available." Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends.
For more information, 41 see "Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available." Under the Amended and Restated Credit Agreement, dated as of February 19, 2013 (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.
While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2023 based on our operating and non-operating results along with provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of Net Operating Loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and development costs.
While our business has incurred net losses on a GAAP basis, we recognized federal taxable income in 2024 based on our operating and non-operating results pursuant to the provisions of the Tax Cuts and Jobs Act that limit interest expense deduction and the annual use of net operating loss (“NOL”) carryforwards, and requires companies to capitalize and amortize research and development costs.
A Travel Solutions customer of these types of services located in Russia ceased using our systems on that date. This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted and is expected to continue to negatively impact, our revenue and results.
A Travel Solutions customer of these types of services located in Russia ceased using our systems on that date. This legislation and these regulations have prohibited our ability to provide these services in Russia, which has negatively impacted our revenue and results.
We sold the AirCentre product portfolio, related 25 technology and intellectual property for $392 million and recorded a pre-tax gain on sale of approximately $180 million (after-tax $112 million ), in Other, net in our consolidated statements of operations for the year ended December 31, 2022. See Note 3. Acquisitions and Dispositions for further details.
We sold the AirCentre product portfolio, related technology and intellectual property for $392 million and recorded a pre-tax gain on sale of approximately $180 million (after-tax $112 million ), in Other, net in our consolidated statements of operations for the year ended December 31, 2022. See Note 3.
We will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, and service our debt and other long-term liabilities.
We will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. We utilize cash and cash equivalents primarily to pay our operating expenses, make capital expenditures, invest in our information technology infrastructure, products and offerings, pay taxes, service our debt as it becomes due, and pay other long- 39 term liabilities.
Our qualitative assessments consider a variety of factors, including but not limited to domestic and international economic indicators, interest rates, our financial performance, and the most recent information from the International Air Transport Association ("IATA") about global passenger traffic returning to pre-COVID-19 levels, which we believe to be a key assumption.
Our qualitative assessments consider a variety of factors, including but not limited to domestic and international economic indicators, interest rates, our financial performance, and the most recent information from the International Air Transport Association ("IATA") about global passenger traffic, which we believe to be a key assumption.
Sabre GLBL did not receive any cash proceeds from the exchange and did not incur additional indebtedness in excess of the aggregate principal amount of existing notes that were exchanged.
We 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.
During the year ended December 31, 2023, we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we are undertaking as a result of the market conditions caused by COVID-19.
During the year ended December 31, 2024, we did not repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with the cash management measures we undertook as a result of the market conditions caused by COVID-19.
As a result, we expect to be a U.S. federal cash taxpayer in 2024, and we also expect to benefit from the usage of NOLs in 2024 to the extent available. We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2024.
As a result, we expect to be a U.S. federal cash taxpayer in 2025, and we also expect to benefit from the utilization of NOLs in 2025 to the extent available. We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2025.
The timing of related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which are variable and outside our control. As of December 31, 2023, we had a total obligation of $61 million, with $4 million d ue within the next 12 months.
The timing of related cash payments for substantially all of these liabilities is inherently uncertain because the ultimate amount and timing of such liabilities is affected by factors which are variable and outside our control. As of December 31, 2024, we had a total obligation of $39 million, with $1 million d ue within the next 12 months.
Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $486 million and $47 million, respectively as of December 31, 2023.
Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $543 million and $53 million, respectively as of December 31, 2024.
Increasing interest rates and interest expense The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy.
Increasing interest rates and interest expense The global capital markets experienced periods of volatility throughout 2023 and 2024 in response to geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy.
Investing Activities For the year ended December 31, 2023, we used $87 million of cash for capital expenditures primarily related to software developed for internal use, and $23 million for investment and acquisition-related activity.
For the year ended December 31, 2023, we used $87 million of cash for capital expenditures primarily related to software developed for internal use, and $23 million for investment and acquisition-related activity. Financing Activities For the year ended December 31, 2024, we used $40 million for financing activities.
The differences between our effective tax rate and the U.S. federal statutory income tax rate primarily resulted from our geographic mix of taxable income in various tax jurisdictions, tax permanent differences, valuation allowances, and tax credits.
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.
For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $118 million as of December 31, 2023.
For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $131 million as of December 31, 2024.
Other, net Year Ended December 31, 2023 2022 Change (Amounts in thousands) Other, net $ (13,751) $ (136,645) $ 122,894 (90) % Other, net increased $123 million for the year ended December 31, 2023 compared to the same period in the prior year primarily due to the gain on the sale of AirCentre of $180 million in the prior year, partially offset by a change in fair value of our GBT investment from a loss of $26 million in the prior year to a loss of $2 million in the current year, as well as other non- 37 operating gains of $15 million in the current year and realized and unrealized foreign currency exchange gains.
Other, net Year Ended December 31, 2023 2022 Change (Amounts in thousands) Other, net $ (13,751) $ (136,645) $ 122,894 (90) % Other, net increased $123 million for the year ended December 31, 2023 compared to the prior year primarily due to the gain on the sale of AirCentre of $180 million in the prior year, partially offset by a change in fair value of our investments in securities from a loss of $26 million in 2022 to a loss of $2 million in 2023, as well as other non-operating gains of $15 million in 38 2023 and realized and unrealized foreign currency exchange gains.
The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an 35 increase in transaction volumes of 10% to 122 million driven by new customer deployments and a favorable mix within our distribution channels. Additionally, DX revenue increased by $2 million.
The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 10% to 122 million driven by new customer deployments and a favorable mix within our distribution channels.
As of December 31, 2023, we had a total purchase obligation of $271 million, with $204 million due within the next 12 months. Letters of credit Our letters of credit consist of stand-by letters of credit, underwritten by a group of lenders and backed by cash collateral, which we primarily issue in the normal course of business.
As of December 31, 2024, we had a total purchase obligation of $240 million, with $173 million due within the next 12 months. Letters of credit Our letters of credit consist of stand-by letters of credit, underwritten by a group of lenders and backed by cash collateral, which we primarily issue in the normal course of business.
In 2022 and 2023, we refinanced and extended the maturity on portions of our debt, which also negatively impacted our results due to increasing interest rates, as well as negatively impacted our liquidity due to our utilizing $130 million in cash from our balance sheet.
In 2023 and 2024, we refinanced and extended the maturity on portions of our debt, which negatively impacted our results due to increasing interest rates, as well as negatively impacted our liquidity due to our utilizing cash from our balance sheet.
Debt Our debt obligation includes all interest and principal of borrowings under our senior secured credit facilities, senior secured term loan due 2028, AR Facility, senior secured notes due 2025 and 2027 and senior exchangeable notes due 2025.
Debt Our debt obligation includes all interest and principal of borrowings under our senior secured credit facilities, senior secured term loan due 2028, securitization facility, senior secured notes due 2025, 2027 and 2029 and senior exchangeable notes due 2025 and 2026.
As of December 31, 2023, we had total IT agreement obligations of $2.2 billion, with $275 million due within the next 12 months. Actual payments may vary significantly from the minimum amounts calculated and include our estimated spend for those contracts with committed spend covering multiple years.
As of December 31, 2024, we had total IT agreement obligations of $1.9 billion, with $267 million due within the next 12 months. Actual payments may vary significantly from the minimum amounts calculated and include our estimated spend for those contracts with committed spend covering multiple years.
Factors Affecting our Results In addition to the "—Recent Developments Affecting our Results of Operations" above, the following is a discussion of other trends that we believe are additional significant opportunities and challenges currently impacting our business and industry.
Acquisitions and Dispositions for further details. 24 Factors Affecting our Results In addition to the "—Recent Developments Affecting our Results of Operations" above, the following is a discussion of other trends that we believe are additional significant opportunities and challenges currently impacting our business and industry.
See “Risk Factor—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.” On an ongoing basis, we will evaluate and consider strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.
See “Risk Factors—We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available.” We have regularly evaluated and considered, and in the future we will continue to evaluate and consider, strategic acquisitions, divestitures, joint ventures, equity method investments, refinancing our existing debt or repurchasing our outstanding debt obligations in open market or in privately negotiated transactions, as well as other transactions we believe may create stockholder value or enhance financial performance.
Recent Developments Affecting our Results of Operations The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. We have experienced continued material headwinds within our consolidated financial results for 2022 and 2023.
Recent Developments Affecting our Results of Operations The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth.
See “Risk Factors—We are exposed to interest rate fluctuations." In the future, we may review opportunities to refinance our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.
See “Risk Factors—We are exposed to interest rate fluctuations." From time to time, we review and consider opportunities to refinance or repurchase our existing debt, as well as conduct debt or equity offerings to support future strategic investments, support operational requirements, provide additional liquidity, or pay down debt.
In June 2023, we entered into the 2023 Term Loan Agreement, which provides for a senior secured term loan of up to $700 million in aggregate principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels.
In June 2023, we entered into a series of transactions including an intercompany secured term loan agreement (the "Pari Passu Loan Agreement") and a new term loan credit agreement with certain lenders (the "2023 Term Loan Agreement"), which provides for a senior secured term loan of up to $700 million in aggregate principal amount and requires that we maintain cash balances of at least $100 million in certain foreign subsidiaries and other covenants to ensure collateral of the applicable foreign guarantors meet certain minimum levels.
We held no short-term investments as of December 31, 2023 and 2022. We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of December 31, 2023 and 2022.
We had $21 million held as cash collateral for standby letters of credit in restricted cash on our consolidated balance sheets as of December 31, 2024 and 2023.
For the year ended December 31, 2023, we did not impair any of these assets as a result of the related contracts becoming uncollectable, modified or canceled. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.
For the year ended December 31, 2024, impairment of these assets as a result of the related contracts becoming uncollectable, modified or canceled was $1 million. Contracts are priced to generate total revenues over the life of the contract that exceed any discounts or advances provided and any upfront costs incurred to implement the customer contract.
In May 2022, we acquired 8 million shares of Class A Common Stock, par value of $0.0001 per share, of Global Business Travel Group, Inc.(“GBT”) for an aggregate purchase price of $80 million. As of December 31, 2023, we continued to own these 8 million shares.
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.
Liquidity Outlook The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth. We have experienced continued material headwinds within our consolidated financial results for 2022 and 2023.
Liquidity Outlook The travel ecosystem has shifted over the past few years, resulting in the changing needs of our airline, hotel and agency customers, for which we have established strategic priorities with the goal of achieving sustainable long-term growth.
We invest for sustainable share growth, and in certain parts of APAC and Latin America, our share may be impacted by travel agency commercial arrangements we have declined to pursue due to credit risk and unfavorable economics.
We invest for sustainable share growth, and in certain parts of APAC and Latin America, our share may be impacted by travel agency commercial arrangements we have declined to pursue due to credit risk and unfavorable economics. The geographic mix of our Direct Billable Bookings is summarized below.
We have 1 purchase options and no restrictions imposed by our leases concerning dividends or additional debt. See Note 13. Leases, to our consolidated financial statements. As of December 31, 2023, we had total lease obligation of $97 million, with $18 million due within the next 12 months.
We have renewal options of various term lengths in approximately 24 leases. We have 1 purchase option and no restrictions imposed by our leases concerning dividends or additional debt. See Note 13. Leases, to our consolidated financial statements. As of December 31, 2024, we had total lease obligation of $88 million, with $18 million due within the next 12 months.
Although interest rate increases have recently moderated, they continue to remain volatile, which could drive higher funding costs. Currently approximately 45% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.
Although interest rates have decreased recently in response to easing monetary policy, they continue to remain volatile, which could drive higher funding costs. Currently approximately 47% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.
Capital Resources As of December 31, 2023, our outstanding debt totaled $4.8 billion, which is net of debt issuance costs and unamortized discounts of $128 million. Currently approximately 45% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.
Capital Resources As of December 31, 2024, our outstanding debt totaled $5.1 billion, which is net of debt issuance costs and unamortized discounts of $156 million. Currently approximately 47% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates.
We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.
We believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months, including the aggregate payment of approximately $231 million of principal due at maturity under current debt facilities; however, given the uncertain economic environment and the leveling off of industry air distribution volume growth, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.
The $333 million increase in operating cash flow from 2022 was primarily due to increased transaction volumes, partially offset by a $108 million increase in interest payments related to our debt and $48 million of severance payments made in connection with our cost 45 reduction plan.
Cash provided by operating activities totaled $56 million for the year ended December 31, 2023. The $333 million increase in operating cash flow from 2022 was primarily due to increased transaction volumes, partially offset by a $108 million increase in interest payments related to our debt and $48 million of severance payments made in connection with our cost reduction plan.
During 2022, charges, and adjustments to those charges, were recorded associated with planning and implementing business restructuring activities, including costs associated with third party consultants advising on our business structure and strategy. (6) Acquisition-related costs represent fees and expenses incurred associated with acquisition and disposition-related activities.
During 2022, charges, and adjustments to those charges, were recorded associated with planning and implementing business restructuring activities, including costs associated with third party consultants advising on our business structure and strategy.
The following table sets forth these key metrics for the periods indicated (in thousands): Year Ended December 31, Year-over-Year % Change 2023 2022 2021 2023 2022 Travel Solutions Direct Billable Bookings - Air 302,656 260,804 183,629 16.0 % 42.0 % Direct Billable Bookings - LGS 52,053 41,038 23,384 26.8 % 75.5 % Distribution Total Direct Billable Bookings 354,709 301,842 207,013 17.5 % 45.8 % IT Solutions Passengers Boarded 688,501 637,438 423,838 8.0 % 50.4 % Hospitality Solutions Central Reservations System Transactions 122,142 111,459 91,802 9.6 % 21.4 % Definitions of Non-GAAP Financial Measures We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Annual Report on Form 10-K, including Adjusted Operating Income (Loss), Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.
The following table sets forth these key metrics for the periods indicated (in thousands): Year Ended December 31, Year-over-Year % Change 2024 2023 2022 2024 2023 Travel Solutions Direct Billable Bookings - Air 307,511 302,656 260,804 1.6 % 16.0 % Direct Billable Bookings - LGS 55,706 52,053 41,038 7.0 % 26.8 % Distribution Total Direct Billable Bookings 363,217 354,709 301,842 2.4 % 17.5 % IT Solutions Passengers Boarded 684,136 688,501 637,438 (0.6) % 8.0 % Hospitality Solutions Central Reservations System Transactions 127,694 122,142 111,459 4.5 % 9.6 % Definitions of Non-GAAP Financial Measures We have included both financial measures compiled in accordance with GAAP and certain non-GAAP financial measures in this Annual Report on Form 10-K, including Adjusted Net Loss from continuing operations ("Adjusted Net Loss"), Adjusted EBITDA, Free Cash Flow and ratios based on these financial measures.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeInterest rate swaps outstanding at December 31, 2023 and matured during the years ended December 31, 2023, 2022 and 2021 are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $600 million 1 month LIBOR (1) 2.81% December 31, 2020 December 31, 2021 $200 million 1 month SOFR (2) 1.71% (3) April 30, 2022 December 31, 2023 $150 million 1 month SOFR (2) 2.79% (4) June 30, 2022 December 31, 2023 $250 million 1 month SOFR (2) 4.72% June 30, 2023 June 30, 2026 $250 million 1 month SOFR (2) 3.88% December 31, 2023 December 31, 2024 (1) ____________________ (1) Subject to a 0% floor.
Biggest changeInterest rate swaps outstanding at December 31, 2024 and matured during the years ended December 31, 2024, 2023 and 2022 are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $200 million 1 month SOFR (1) 3.09% (2) April 30, 2022 December 31, 2023 $150 million 1 month SOFR (1) 3.98% (3) June 30, 2022 December 31, 2023 $250 million 1 month SOFR (1) 4.72% June 30, 2023 June 30, 2026 $250 million 1 month SOFR (1) 3.88% December 31, 2023 December 31, 2024 $250 million 1 month SOFR (1) 4.37% January 16, 2024 January 31, 2026 (1) ____________________ (1) Subject to a 0.5% floor.
If future short-term interest rates averaged 10% lower than they were during the year ended December 31, 2023, the impact to our interest income from these investments would not be material. This amount was determined by applying the hypothetical interest rate change to our average time deposits and money market funds invested.
If future short-term interest rates averaged 10% lower than they were during the year ended December 31, 2024, the impact to our interest income from these investments would not be material. This amount was determined by applying the hypothetical interest rate change to our average time deposits and money market funds invested.
Due to the impacts of the uncertain economic environment on our foreign currency exposures, we have paused entering into new cash flow hedges of forecasted foreign currency cash flows until we have more clarity. As a result, as of December 31, 2023, we have no unsettled forward contracts and have not entered into any foreign currency forward contracts for 2023.
Due to the impacts of the uncertain economic environment on our foreign currency exposures, we have paused entering into new cash flow hedges of forecasted foreign currency cash flows until we have more clarity. As a result, as of December 31, 2024, we have no unsettled forward contracts and have not entered into any foreign currency forward contracts for 2024.
(4) Fixed fee of 2.79% effective June 30, 2022, and expiring December 30, 2022, and 3.98% effective December 31, 2022, and expiring December 31, 2023. 49 Since outstanding balances under our senior secured credit facilities incur interest at rates based on SOFR, subject to an applicable floor, increases in short-term interest rates would impact our interest expense.
(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. 48 Since outstanding balances under our senior secured credit facilities incur interest at rates based on SOFR, subject to an applicable floor, increases in short-term interest rates would impact our interest expense.
During times of volatile currency movements, this risk can impact our earnings. Additionally, approximately 32% of our exposure in foreign currency operating expenses is naturally hedged by foreign currency cash receipts associated with foreign currency revenue.
During times of volatile currency movements, this risk can impact our earnings. Additionally, approximately 30% of our exposure in foreign currency operating expenses is naturally hedged by foreign currency cash receipts associated with foreign currency revenue.
The global capital markets experienced periods of volatility throughout 2022 and 2023 in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022 and 2023, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.
The global capital markets experienced periods of volatility throughout 2023 and 2024 in response to geopolitical conflict, changes in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2023 and 2024, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.
Our most significant foreign currency denominated operating expenses is in the Euro, which comprised approximately 7% and 5% of our operating expenses for the years ended December 31, 2023 and 2022, respectively. In recent years, exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly and may continue to do so in the future.
Our most significant foreign currency denominated operating expenses is in the Euro, which comprised approximately 7% of our operating expenses for the years ended December 31, 2024 and 2023. In recent years, exchange rates between foreign currencies and the U.S. dollar have fluctuated significantly and may continue to do so in the future.
If our mix of interest rate-sensitive assets and liabilities changes significantly, we may enter into additional derivative transactions to manage our net interest rate exposure. The fair value of these interest rate swaps was a net liability of $2 million as of December 31, 2023 and a net asset of $5 million as of December 31, 2022.
If our mix of interest rate-sensitive assets and liabilities changes significantly, we may enter into additional derivative transactions to manage our net interest rate exposure. The fair value of these interest rate swaps was a net liability of $2 million as of December 31, 2024 and 2023.
As of December 31, 2023, 2022 and 2021, approximately 53%, 48%, and 53%, respectively, of our air customers make payments through the ACH, or other similar clearing houses, which accounts for approximately 82%, 82% and 82%, respectively, of transaction revenue related to air customers.
As of December 31, 2024, 2023 and 2022, approximately 54%, 53%, and 48%, respectively, of our air customers make payments through the ACH, or other similar clearing houses, which accounts for approximately 89%, 82% and 82%, respectively, of transaction revenue related to air customers.
Our other accounts receivable are generally due from other participants in the travel and transportation industry. As of December 31, 2023 and 2022, approximately $217 million, or 76%, and $222 million, or 83%, respectively, of our trade accounts receivable were attributable to services provided to the commercial air travel industry and travel agency customers.
Our other accounts receivable are generally due from other participants in the travel and transportation industry. As of December 31, 2024 and 2023, approximately $184 million, or 69%, and $217 million, or 76%, respectively, of our trade accounts receivable were attributable to services provided to the commercial air travel industry and travel agency customers.
In June 2023, we entered into an interest rate swap to hedge the interest payments associated with $250 million of the floating-rate 2022 Term Loan B-2 for the periods through June 2026. We designated these swaps as cash flow hedges.
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.
During the year ended December 31, 2021, foreign currency operations included $158 million of revenue and $446 million of operating expenses, representing approximately 9% and 19% of our total revenue and operating expenses, respectively. The principal foreign currencies involved include the Euro, the Indian Rupee, the British Pound Sterling, the Australian Dollar, the Polish Zloty, and the Singapore Dollar.
During the year ended December 31, 2022, foreign currency operations included $169 million of revenue and $517 million of operating expenses, representing approximately 7% and 18% of our total revenue and operating expenses, respectively. The principal foreign currencies involved include the Euro, the Indian Rupee, the British Pound Sterling, the Australian Dollar, the Polish Zloty, and the Singapore Dollar.
We may decide to further refinance portions of our debt in 2024 and 2025 which, at current interest rates, could negatively impact our interest expense. Although interest rate increases have recently moderated, they continue to remain volatile, which could drive higher funding costs.
We may decide to further refinance portions of our debt in 2025 and 2026 which, at current interest rates, could negatively impact our interest expense. Although interest rates have decreased recently in response to easing monetary policy, they continue to remain volatile, which could drive higher funding costs.
We recognized net translation gain in other comprehensive income (loss) of $4 million for the year ended December 31, 2023, and net translation losses in other comprehensive income (loss) of $1 million and $7 million for the years ended December 31, 2022 and 2021, respectively.
We recognized a net translation loss in other comprehensive income (loss) of $1 million for the year ended December 31, 2024, a gain of $4 million for the year ended December 31, 2023, and a loss of $1 million for the year ended December 31, 2022.
For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher.
For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit risk through our normal reserve policies.
(2) Subject to a 0.5% floor. (3) 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.
(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.
Foreign Currency Risk We conduct various operations outside the United States, primarily in Asia Pacific, Europe and Latin America. Our foreign currency risk is primarily associated with operating expenses.
See “Risk Factors—We are exposed to interest rate fluctuations." Foreign Currency Risk We conduct various operations outside the United States, primarily in Asia Pacific, Europe and Latin America. Our foreign currency risk is primarily associated with operating expenses.
Offsetting some of this exposure is interest income received from our time deposits and money market funds. The objectives of our investment in time deposits and money market funds are (i) preservation of principal, (ii) liquidity and (iii) yield.
During 2024, the interest rate ranged from 13.00% to 16.13% and averaged 14.33% for the year. Offsetting some of this exposure is interest income received from our time deposits and money market funds. The objectives of our investment in time deposits and money market funds are (i) preservation of principal, (ii) liquidity and (iii) yield.
Currently approximately 45% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Excluding the impact of the Senior Secured Term Loan due in 2028, approximately 28% of our debt is variable. See “Risk Factors—We are exposed to interest rate fluctuations.
Currently approximately 47% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. Excluding the impact of the Senior Secured Term Loan due in 2028, approximately 27% of our debt is variable.
During the year ended December 31, 2022, foreign currency operations included $169 million of revenue and $517 million of operating expenses, representing approximately 7% and 18% of our total revenue and operating expenses, respectively.
During the year ended December 31, 2024, foreign currency operations included $197 million of revenue and $657 million of operating expenses, representing approximately 6% and 24% of our total revenue and operating expenses, respectively.
Subsequent to December 31, 2023, on January 11, 2024, we entered into an interest rate swap to hedge interest payments associated with $250 million of the floating rate 2022 Term Loan B-1 related to the years 2024 and 2025. The total notional outstanding of $250 million became effective January 16, 2024.
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.
We monitor these carriers and account for the related credit risk through our normal reserve policies. 50 Inflation An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, as a result of general macroeconomic factors, could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
Inflation 49 An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, as a result of general macroeconomic factors, could have a material adverse impact on our operations, results of operations, liquidity or cash flows. See “Risk Factors—Our business could be harmed by adverse global and regional economic and political conditions." 50
Removed
In 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $600 million of the then floating-rate Term Loan B related to the year 2021.
Removed
See Item 7 , “ Management’s Discussion and Analysis of Financial Condition and Results of Operations —Factors Affecting our Results—Technology transformation and investments in modernizing our architecture” and “Risk Factors—Our business could be harmed by adverse global and regional economic and political conditions." 51

Other SABR 10-K year-over-year comparisons