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What changed in Sabre Corp's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Sabre Corp's 2022 and 2023 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 2023 report.

+481 added−592 removedSource: 10-K (2024-02-15) vs 10-K (2023-02-17)

Top changes in Sabre Corp's 2023 10-K

481 paragraphs added · 592 removed · 367 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe connect the world’s leading travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with travel buyers in a comprehensive travel marketplace. We also offer travel suppliers an extensive suite of leading software solutions, ranging from airline and hotel reservations systems to solutions that manage day-to-day hotel operations.
Biggest changeWe 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.
For example, Russia has recently 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.
For example, Russia has adopted legislation and related regulations, effective October 30, 2022, that require activities related to the development, creation and operation of automated information systems for processing domestic air transportation within the Russian Federation to be owned and operated by Russian residents or legal entities with no updates from or connection with systems abroad.
The OFAC rules prohibit U.S. persons from engaging in financial transactions with or relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity or country.
The OFAC rules prohibit U.S. persons from engaging in financial transactions with or 3 relating to the prohibited individual, entity or country, require the blocking of assets in which the individual, entity or country has an interest, and prohibit transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons) to such individual, entity or country.
See "Risk Factors —Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy or security breaches. " We are also subject to prohibitions administered by the Office of Foreign Assets Control (the “OFAC rules”) and other similar global prohibitions, as applicable.
See "Risk Factors—Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security incidents." We are also subject to prohibitions administered by the Office of Foreign Assets Control (the “OFAC rules”) and other similar global prohibitions, as applicable.
Diversity and Inclusion — With 59 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 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.
Our GDS facilitates travel by efficiently bringing together travel content such as inventory, prices and availability from a broad array of travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with a large network of travel buyers, including online travel agencies (“OTAs”), offline travel agencies, travel management companies (“TMCs”), and corporate travel departments.
Our distribution business facilitates travel by efficiently bringing together travel content such as inventory, prices and availability from a broad array of travel suppliers, including airlines, hotels, car rental brands, rail carriers, cruise lines and tour operators, with a large network of travel buyers, including online travel agencies (“OTAs”), offline travel agencies, travel management companies (“TMCs”), and corporate travel departments.
Our businesses may also be subject to legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust, anticorruption, telecommunications and e-commerce. These regulations may vary among jurisdictions.
Our businesses may also be subject to legislation and regulations affecting issues such as: trade sanctions, exports of technology, antitrust, anticorruption, telecommunications, artificial intelligence, and e-commerce. These regulations may vary among jurisdictions.
Our product offerings include reservation systems for full-cost and low-cost carriers, commercial and operations products, agency solutions and data-driven intelligence solutions. Our reservation systems bring together intelligent decision support solutions that enable end-to-end retailing, distribution and fulfillment.
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.
The contents of our website, Twitter account or social media channels referenced herein are not incorporated by reference into this Annual Report on Form 10-K. 5
The contents of our website or social media channels referenced herein are not incorporated by reference into this Annual Report on Form 10-K.
To assist in retaining key talent in the current highly volatile macro environment, we offer compensation programs to certain key employees, such as long-term performance-based cash incentive awards, performance-based restricted stock unit awards, time-based restricted stock unit awards, and other awards as appropriate. We monitor and evaluate various turnover and attrition metrics throughout our management teams.
To assist in retaining key talent, we offer compensation programs to certain key employees, such as long-term performance-based cash incentive awards, performance-based restricted stock unit awards, time-based restricted stock unit awards, and other awards as appropriate. We monitor and evaluate various turnover and attrition metrics throughout our management teams.
Talent Acquisition, Development and Retention —Through our long operating history and experience with technological innovation, we appreciate the importance of retention, growth and development of our employees. We seek to set compensation at competitive levels that help enable us to hire, incentivize, and retain high-caliber employees.
Talent Acquisition, Development and Retention —Through our long operating history and experience with technological innovation, we appreciate the importance of retention, growth and development of our employees. We seek to set compensation at competitive levels that help enable us to hire, incentivize, and retain high-caliber employees. We have launched our Leadership Framework to support our employees and cultivate talent.
Our professional services are primarily focused on helping customers achieve better utilization of and return on their software investment. Often, we provide these services during the implementation phase of our SaaS solutions. Media—We generate Hospitality Solutions revenue from customers that advertise their website or booking engine on digital marketing channels. Competition We operate in highly competitive markets.
Our professional services are primarily focused on helping customers achieve better utilization of and return on their software investment. Often, we provide these services during the implementation phase of our SaaS solutions. Media and Retailing—We generate Hospitality Solutions revenue from customers that advertise their website or booking engine on digital marketing channels.
We may use our website, our Twitter account (@Sabre_Corp) and other social media channels 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, Twitter account and other social media channels.
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.
Travel Solutions Our Travel Solutions business provides global travel solutions for travel suppliers and travel buyers through a business-to-business travel marketplace consisting of our global distribution system (“GDS”) and a broad set of solutions that integrate with our GDS to add value for travel suppliers and travel buyers.
Travel Solutions Our Travel Solutions business provides global travel solutions for travel suppliers and travel buyers through a business-to-business travel marketplace consisting of our global distribution network and a broad set of solutions that integrate with our distribution platform to add value for travel suppliers and travel buyers.
Additionally, to help ensure the safety and wellness of our employees going forward, we have expanded our parental leave program, enhanced our personal time off benefits, and implemented 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 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.
As a result of our Strategic Realignment, we now operate our business and present our results through two business segments, effective the third quarter of 2020: (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers.
Business Segments and Products We operate our business and present our results through two business segments: (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers.
Travel Solutions also competes with a variety of providers in a rapidly evolving marketplace which includes global and regional IT providers, various specialists in selected product areas, service providers and airlines that 3 develop their own in-house technology.
Travel Solutions also competes with a variety of providers in a rapidly evolving marketplace which includes global and regional IT providers, various specialists in selected product areas, service providers and airlines that develop their own in-house technology. Hospitality Solutions operates in a dynamic marketplace that includes large global players, significant new entrants and hotels that develop their own in-house technology.
Specifically, our growth strategy includes enhancing relationships with customers by promoting the benefits to them and travelers of adopting additional products and services, adapting those products to the changing needs of the travel ecosphere, including integrating new distribution capability (“NDC”), and pricing them in ways that align with our customers, growing our customer base by continuing to innovate our products, adding desirable content, and aligning our technology and personnel to best highlight our value proposition globally and expanding opportunities by extending our product lines into closely related areas of travel where our customer relationships can efficiently drive adoption. 2 Technology and Operations Our technology strategy is focused on achieving company-wide operational stability, reliability, resiliency, security and performance at an efficient overall cost while continuing to innovate and create incremental value for our customers.
Our growth strategy includes enhancing relationships with customers by promoting the benefits to them and travelers of adopting additional products and services, adapting those products to the changing needs of the travel ecosphere, including integrating new distribution capability (“NDC”), and pricing them in ways that align with our customers, growing our customer base by continuing to innovate our products, adding desirable content, and aligning our technology and personnel to best highlight our value proposition globally and expanding opportunities by extending our product lines into closely related areas of travel where our customer relationships can efficiently drive adoption.
The flexibility and scale of our cloud-based technology infrastructure allow us to quickly deliver a broad variety of SaaS and hosted 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.
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 177 countr ies. Growth Strategy At Sabre, we connect people and places with technology that reimagines the business of travel.
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.
Available Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under these requirements, we file reports, proxy and information statements and other information with the Securities and Exchange Commission (“SEC”).
Our employees have donated a significant number of volunteer hours to support our community-oriented and philanthropic culture. Available Information We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and under these requirements, we file reports, proxy and information statements and other information with the Securities and Exchange Commission (“SEC”).
Sources of Revenue Transactions—Our Travel Solutions business generates distribution revenue for bookings made through our 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 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.
Segment Information, to our consolidated financial statements in Part II, Item 8 in this Annual Report on Form 10-K.
Financial information about our business segments and geographic areas is provided in Note 19. Segment Information, to our consolidated financial statements in Part II, Item 8 in this Annual Report on Form 10-K.
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.
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.
As of December 31, 2022, we had 7,461 employees worldwide , consisting of the following: No of Employees % of Total United States 2,365 32 % APAC 1,921 26 % Europe 1,864 24 % All Other (1) 1,311 18 % Total 7,461 100 % (1) Includes Canada, Mexico, Latin America, Middle East, and Africa.
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.
We operate standardized infrastructure in our cloud computing environments across hardware, operating systems, databases, and other key enabling technologies to minimize costs on non-differentiators.
We invest heavily in software development, delivery, and operational support capabilities and seek to provide best in class products for our customers. We operate standardized infrastructure in our cloud computing environments across hardware, operating systems, databases, and other key enabling technologies to minimize costs on non-differentiators.
In addition to core health and welfare benefits, our wellness program offers resources to promote physical, emotional, and mental well-being. We maintain certain assistance programs to continue to support the well-being of our team members, including for team members that operate in a remote working environment.
We maintain certain assistance programs to continue to support the well-being of our team members, including team members that operate in a remote working environment.
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. We are a technology company that powers the global travel industry. We partner with airlines, hoteliers, travel agencies and other travel partners to retail, distribute and fulfill 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 one of the most valued global technology partners in travel.
Human Capital We maintain a strategic framework that defines areas of focus for our culture and talent and highlights how we enable our people to execute the plans and priorities for our technology, product, financial and customer strategies. 4 Our People —Since the initial impact of the COVID-19 pandemic on our business and operations, our human capital metrics have generally stabilized for the year ended December 31, 2022 compared to prior years.
Human Capital We maintain a strategic framework that defines areas of focus for our culture and talent and highlights how we enable our people to execute the plans and priorities for our technology, product, financial and customer strategies.
Airlines served by Travel Solutions vary in size and are located in every region of the world, and include hybrid carriers and low-cost carriers ("LCCs") (collectively, “LCC/hybrids”), global network carriers and regional network carriers. Hospitality Solutions has a global customer base of over 42,000 hotel properties of all sizes.
Airlines served by Travel Solutions vary in size and are located in every region of the world, and include hybrid carriers and low-cost carriers ("LCCs") (collectively, “LCC/hybrids”), global network carriers and regional network carriers. Our airline and agency customers are in various phases of adopting NDC strategies, and those strategies vary by customer.
We maintain an Inclusion and Diversity Council to help define a globally consistent approach to inclusion and diversity as a business imperative and an enabler of our strategy. Health and Wellness —The health and safety of our team members is of the utmost importance.
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.
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 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.
Our commercial and operations products offer services to our customers to enable them to better use our products and help optimize their commercial and operations platforms.
Our commercial and operations products offer services to our customers to enable them to better use our products and help optimize their commercial and operations platforms. Hospitality Solutions Our Hospitality Solutions business provides software and solutions, through SaaS and hosted delivery models, to hoteliers around the world.
We are committed to helping customers operate more efficiently, drive revenue and offer personalized traveler experiences with next-generation technology solutions.
We also offer travel suppliers an extensive suite of leading software solutions, ranging from airline and hotel reservations systems to solutions that manage day-to-day hotel operations. We are committed to helping customers operate more efficiently, drive revenue and offer personalized traveler experiences with next-generation technology solutions.
Hospitality Solutions operates in a dynamic marketplace that includes large global players, significant new entrants and hotels that develop their own in-house technology. Intellectual Property We use software, business processes and proprietary information to carry out our business. These assets and related intellectual property rights are significant assets of our business.
Intellectual Property We use software, business processes and proprietary information to carry out our business. These assets and related intellectual property rights are significant assets of our business.
Corporate Responsibility —We invest globally in our communities by encouraging employee volunteerism on company time through one paid day off per quarter for community volunteering. Our employees have donated a significant number of volunteer hours to support our community-oriented and philanthropic culture.
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.
We have not experienced any work stoppages and consider our relations with our employees to be good.
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.
A variety of products and services run on this technology infrastructure: high volume air shopping systems; desktop access applications providing continuous, real-time data access to travel agents; airline decision support systems; an array of customized applications available through our Sabre Red 360 application; and web based services that provide an automated interface between us and our travel suppliers and customers.
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.
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COVID-19 Pandemic The travel industry continues to be adversely affected by the global health crisis due to the outbreak of the coronavirus, including variants ("COVID-19"), as well as by the effect of government directives enacted to slow the spread of the virus.
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Growth Strategy At Sabre, we are a technology company focused on four strategic areas: generating positive free cash flow, achieving sustainable long-term growth, driving innovation and enhancing our value propositions, and the continued modernization of our technology.
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The COVID-19 pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers.
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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.
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In 2020, we experienced significant decreases in transaction-based revenue in our Travel Solutions segment, including increased cancellation activity beyond what was initially estimated, as well as a reduction in SynXis Software and Services revenue in our Hospitality Solutions segment due to a decrease in transaction volumes as a result of the COVID-19 pandemic.
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We also generate Hospitality Solutions revenue through retailing offerings and are typically paid a portion of the value of each transaction according to commercial arrangements. Competition We operate in highly competitive markets.
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As expected, this pandemic has continued to have a material impact to our consolidated financial results for the years ended December 31, 2021 and 2022.
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Similarly, we experience seasonality in our cash flow from operations with the first quarter lower in collections, reflecting the revenue generated in December, and higher cash outflows with annual compensation and incentive consideration payments, for the previous year.
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Despite the continued negative impacts of the COVID-19 pandemic on our business and global travel volumes, as COVID-19 vaccines have continued to be administered and travel restrictions have been relaxed, we have seen gradual improvement in our key volume metrics during 2021 and 2022.
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With the continued increase in volumes, our incentive consideration costs are also increasing significantly c ompared to 2020 and 2021. The reduction in revenues as a result of COVID-19 has significantly and adversely affected our liquidity.
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During 2020, we responded with measures such as suspending common stock dividends and share repurchases, borrowing under our existing revolving credit facility, and completing debt and equity offerings.
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Additionally, given the market conditions as the result of COVID-19, we responded with cost savings measures during 2020, including the reduction of our workforce through voluntary severance and early retirement programs and a right-sizing of our global organization. In 2021, we refinanced and extended the maturity on a portion of our debt.
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In 2022, we further refinanced and extended the maturity on other portions of our debt, which 1 were also impacted by increasing interest rates.
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We believe the ongoing effects of COVID-19 on our operations and global bookings will continue to have a material negative impact on our financial results and liquidity, and this negative impact may continue notwithstanding any ongoing recovery from the outbreak.
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We believe our cash position and the liquidity measures we have taken will provide additional flexibility as we manage through the industry's recovery from the COVID-19 pandemic.
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See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” As a result, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the magnitude of travel decline, the uncertain economic environment and the unknown duration of the impact of COVID-19, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary.
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Business Segments and Products As discussed above, the COVID-19 pandemic has caused major shifts in the travel ecosystem resulting in the changing needs of our airline, hotel and agency customers.
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As a result, during 2020, we accelerated the organizational changes we began in 2018 to address the changing travel landscape through a strategic realignment (the "Strategic Realignment") of our airline and agency-focused businesses and to respond to the impacts of the COVID-19 pandemic on our business and cost structure.
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The organizational changes involve the creation of a functional-oriented structure to further enhance our long-term growth opportunities and help deliver new retailing, distribution and fulfillment solutions to the travel marketplace.
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All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments have been consolidated into a unified revenue and expense structure now reported as the Travel Solutions business segment. The historical results of the Hospitality Solutions reporting segment have not changed. Financial information about our business segments and geographic areas is provided in Note 17.
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On October 28, 2021, we announced that we entered into an agreement with a third party to sell our suite of flight and crew management and optimization solutions, which represents our AirCentre airline operations portfolio. The assets and liabilities associated with the AirCentre portfolio are presented as held for sale on our consolidated balance sheets as of December 31, 2021.
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On February 28, 2022, we completed the sale of AirCentre to a third party. See Note 3. Acquisitions and Dispositions, to our consolidated financial statements for further information. Hospitality Solutions Our Hospitality Solutions business provides software and solutions, through SaaS and hosted delivery models, to hoteliers around the world.
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In 2022, we initiated a strategic fr amework that outlines how Sabre intends to grow its business, invest in talent and cultivate a winning culture.
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Significant investment has gone into building a centralized Platform as a Service ("PaaS") architecture with an emphasis on standardization, simplicity, efficiency, security, and scalability. We invest heavily in software development, delivery, and operational support capabilities and seek to provide best in class products for our customers.
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Our architecture has evolved from a mainframe centric transaction processing environment to a secure cloud-based processing platform that is one of the world’s most heavily used and resilient service-oriented architecture environments.
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We have launched our Lead the Way program to support the virtual environment and cultivate talent. This program includes a leadership speaker series, leadership skills series and on-demand resources for all leaders, with a particular focus on first-time or first-level managers.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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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; (2) adverse laws and regulatory requirements, including more comprehensive regulation in the E.U., the continued effects of Brexit and recent legislation and related regulations in Russia (see "—Any failure to comply with regulations or any changes in such regulations 16 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 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.
These factors include, among others: (1) general and local economic conditions, including recessions and inflationary pressures; (2) financial instability of travel suppliers and the impact of any fundamental corporate changes to such travel suppliers, such as airline bankruptcies, consolidations, or suspensions of service on the cost and availability of travel content; (3) factors that affect demand for travel such as outbreaks of contagious diseases, including COVID-19, influenza, Zika, Ebola and the MERS virus, increases in fuel prices, government shutdowns, changing attitudes towards the environmental costs of travel, safety concerns and movements toward remote working environments; (4) political events like acts or threats of terrorism, hostilities, and war; (5) inclement weather, natural or man-made disasters and the effects of climate change; and (6) factors that affect supply of travel, such as travel restrictions, regulatory actions, aircraft groundings, or changes to regulations governing airlines and the travel industry, like government sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at any of the major airlines, hotels or airports.
These factors include, among others: (1) general and local economic conditions, including recessions and inflationary pressures; (2) financial instability of travel suppliers and the impact of any fundamental corporate changes to such travel suppliers, such as airline bankruptcies, consolidations, or suspensions of service on the cost and availability of travel content; (3) factors that affect demand for travel such as outbreaks of contagious diseases, including COVID-19, influenza, Zika, Ebola and the MERS virus, increases in fuel prices, government shutdowns, changing attitudes towards the environmental costs of travel, safety concerns and movements toward remote working environments and changes in business practices; (4) political events like acts or threats of terrorism, hostilities, war and political unrest; (5) inclement weather, natural or man-made disasters and the effects of climate change; and (6) factors that affect supply of travel, such as travel restrictions, regulatory actions, aircraft groundings, or changes to regulations governing airlines and the travel industry, like government sanctions that do or would prohibit doing business with certain state-owned travel suppliers, work stoppages or labor unrest at any of the major airlines, hotels or airports.
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.
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.
Although US Airways was only awarded $1.00 in single damages with respect to this verdict, and we believe the applicable limitations period for similar claims has expired, other parties might 10 nevertheless likewise seek to benefit from this judgment by threatening to bring or actually bringing their own claims against us on the same or similar grounds or utilizing the litigation to seek more favorable contract terms.
Although US Airways was only awarded $1.00 in single damages with respect to this verdict, and we believe the applicable limitations period for similar claims has expired, other parties might nevertheless likewise seek to benefit from this judgment by threatening to bring or actually bringing their own claims against us on the same or similar grounds or utilizing the litigation to seek more favorable contract terms.
Computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents or other security incidents, and similar disruptions affecting the Internet, telecommunication services or our systems have caused in the past and could at any time, including in the future, cause service interruptions or the loss of critical data, preventing us from providing timely services.
Computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents or other security incidents, and similar disruptions affecting the Internet, telecommunication services, our systems, or our customers' systems have caused in the past and could at any time, including in the future, cause service interruptions or the loss of critical data, preventing us from providing timely services.
As the competition in our industry increases and the functionality of technology offerings further overlaps, these claims and 14 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.
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.
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, telecommunications, cybersecurity, environmental, social and governance matters and e-commerce.
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.
We record an impairment charge whenever the estimated fair value of our reporting units or of such intangible assets is less than its carrying value. The fair values used in our impairment evaluation are estimated using a combined approach based upon discounted future cash flow projections and observed market multiples for comparable 18 businesses.
We record an impairment charge whenever the estimated fair value of our reporting units or of such intangible assets is less than its carrying value. The fair values used in our impairment evaluation are estimated using a combined approach based upon discounted future cash flow projections and observed market multiples for comparable businesses.
However, any reduction in transaction fees from travel suppliers due to supplier consolidation or other market forces could limit our ability to increase incentive consideration to travel agencies in a cost-effective manner or otherwise affect our margins. 9 Our Travel Solutions and Hospitality Solutions businesses depend on maintaining and renewing contracts with their customers and other counterparties.
However, any reduction in transaction fees from travel suppliers due to supplier consolidation or other market forces could limit our ability to increase incentive consideration to travel agencies in a cost-effective manner or otherwise affect our margins. Our Travel Solutions and Hospitality Solutions businesses depend on maintaining and renewing contracts with their customers and other counterparties.
Our effective tax rate may change from year to year based on changes in the mix of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties, and the estimated values of deferred tax assets and liabilities, including the estimation of valuation allowances.
Our effective tax rate may change from year to year based on changes in the mix or magnitude of activities and income allocated or earned among various jurisdictions, tax laws in these jurisdictions, tax treaties between countries, our eligibility for benefits under those tax treaties, and the estimated values of deferred tax assets and liabilities, including the estimation of valuation allowances.
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, including the sale of our AirCentre portfolio on February 28, 2022 .
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.
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.
This revenue is generally not contractually committed to recur annually under our agreements with our travel suppliers. As a result, our revenue is highly dependent on the global travel industry, particularly air travel from which we derive a substantial amount of our revenue, and directly correlates with global travel, tourism and transportation transaction volumes.
This revenue is generally not contractually committed to recur annually under our agreements with our travel suppliers. As a result, our revenue is highly dependent on the global travel industry, particularly air travel from which we derive a substantial amount of our revenue, and correlates with global travel, tourism and transportation transaction volumes.
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. 12 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. Our Travel Solutions business utilizes third-party distributor partners and equity method investments to extend our GDS services in EMEA and APAC.
An investigation indicated that malware on the Radixx Res™ reservation system caused the activity. Based on the investigation, Sabre’s systems, including GDS, Airline IT, SabreSonic passenger service system and Hospitality Solutions systems, were not impacted, and the investigation indicated that the Radixx database containing customer information was not compromised in this event.
An investigation indicated that malware on the Radixx Res™ reservation system caused the activity. Based on the investigation, Sabre’s systems, including GDS, Airline IT, SabreSonic passenger service system and Hospitality 12 Solutions systems, were not impacted, and the investigation indicated that the Radixx database containing customer information was not compromised in this event.
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; (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 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) 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.
To reduce the impact of large fluctuations in interest rates, we typically hedge a portion of our interest rate risk by entering into derivative agreements with financial institutions. Our exposure to interest rates relates primarily to our borrowings under the Amended and Restated Credit Agreement.
To reduce the impact of large fluctuations in interest rates, we typically hedge a portion of our interest rate risk by entering into derivative agreements with financial institutions. Our exposure to floating interest rates relates primarily to our borrowings under the Amended and Restated Credit Agreement.
It is possible that our enhanced program will identify items that do not comply with these regulatory or sanction requirements. The amount of any penalties and other impacts, costs or remediations related to these items may adversely impact our results.
It is possible that our enhanced program will identify material items that do not comply with these regulatory or sanction requirements. The amount of any penalties and other impacts, costs or remediations related to these items may adversely impact our results.
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.
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.
Although we have implemented measures intended to protect certain systems and critical data and provide comprehensive disaster recovery and contingency plans for certain customers that purchase this additional protection, these protections and plans are not in place for all systems.
Although we have implemented measures intended to protect our critical systems and data and provide comprehensive disaster recovery and contingency plans for certain customers that purchase this additional protection, these protections and plans are not in place for all systems.
If the travel industry is fundamentally changed by the COVID-19 outbreak in ways that are detrimental to our operating model, our business may continue to be adversely affected even as the broader global economy recovers.
If our business or the travel industry is fundamentally changed by the COVID-19 outbreak in ways that are detrimental to our operating model, our business may continue to be adversely affected even as the broader global economy or the travel industry recovers.
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.
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.
These events could require us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fees, penalties or 19 interest for past amounts deemed to be due.
These events could require us to pay additional tax amounts on a prospective or retroactive basis, as well as require us to pay fees, penalties or interest for past amounts deemed to be due.
Our brands may be negatively impacted by, among other things, unreliable service levels from third-party providers, customers’ inability to properly interface their applications with our technology, the loss or unauthorized disclosure of personal data, including PCI or personally identifiable information ("PII"), or other bad publicity due to litigation, regulatory concerns or otherwise relating to our business.
Our brands may be negatively impacted by, among other things, unreliable service levels from third-party providers, customers’ inability to properly interface their applications with our technology, the loss or unauthorized disclosure of personal data, including PCI or personally identifiable information (“PII”), or other bad publicity due to litigation, regulatory concerns or otherwise relating to our business.
For example, 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.
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.
Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows. Furthermore, various countries, including Russia, have implemented legislation requiring the storage of travel or other personal data locally.
Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows. Furthermore, various countries have implemented legislation requiring the storage of travel or other personal data locally.
We establish reserves for our potential liability for U.S. and non-U.S. taxes, including sales, occupancy, and VAT, consistent with applicable accounting principles and considering all current facts and circumstances. We also establish reserves when required relating to the collection of refunds related to value-added taxes, which are subject to audit and collection risks in various countries.
We establish reserves for our potential liability for U.S. and non-U.S. taxes, including sales, occupancy and Value Added Taxes (“VAT”), consistent with applicable accounting principles and considering all current facts and circumstances. We also establish reserves when required relating to the collection of refunds related to value-added taxes, which are subject to audit and collection risks in various countries.
We cannot guarantee that we will be able to renew our travel buyer agreements in the future on favorable economic terms or at all. Similarly, our Travel Solutions and Hospitality Solutions businesses are based on contracts with travel suppliers for a typical duration of three to seven years for airlines and one to five years for hotels, respectively.
Similarly, our Travel Solutions and Hospitality Solutions businesses are based on contracts with travel suppliers for a typical duration of three to seven years for airlines and one to five years for hotels, respectively. We cannot guarantee that we will be able to renew our solutions contracts in the future on favorable economic terms or at all.
With respect to Iran, Sudan, North Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.
With respect to Iran, Sudan, North Korea and Syria we believe that our activities 9 are designed to comply with certain information and travel-related exemptions.
We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes. We are involved in various legal proceedings that involve claims for substantial amounts of money or which involve how we conduct our business. See Note 16. Commitments and Contingencies, to our consolidated financial statements.
We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes. We are involved in various legal proceedings that involve claims for substantial amounts of money or which involve how we conduct our business. See Note 18. Commitments and Contingencies, to our consolidated financial statements.
See "—Our Travel Solutions business is exposed to pricing pressure from travel suppliers." 8 Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy or security incidents.
See “—Our Travel Solutions business is exposed to pricing pressure from travel suppliers.” Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security incidents.
We 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 system capacity, resulting in service interruptions, outages and delays. These constraints could also lead to the deterioration of our services or impair our ability to process transactions.
We 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.
With approximately 3,800 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 3,600 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.
Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner. For example, we must constantly update our GDS with new capabilities to adapt to the changing technological environment and customer needs.
Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner. For example, we must constantly update our products with new capabilities to adapt to the changing technological and regulatory environment and customer needs.
Parts of our business operate in regulated industries and could be adversely affected by unfavorable changes in or the enactment of new laws, rules or regulations applicable to us, which could decrease demand for our products and services, increase costs or subject us to additional liabilities.
Parts of our business operate in regulated industries and could be adversely affected by unfavorable changes in or the enactment of new laws, rules or regulations applicable to us, which could decrease demand for, or restrict access to, our products and services, increase costs or subject us to additional liabilities.
Depending on the outcome of any of these matters, and the scope of the outcome, the manner in which our airline distribution business is operated could be affected and could potentially force changes to the existing airline distribution business model. The defense of these actions, as well as any of the other actions described under Note 16.
Depending on the outcome of any of these matters, and the scope of the outcome, the manner in which our airline distribution business is operated could be affected and could potentially force changes to the existing airline distribution business model. The defense of these actions, as well as any of the other actions described under Note 18.
Based on advice of counsel, we believe these activities to fall under an exemption from OFAC regulations applicable to the transmission of information and informational materials and transactions related thereto. We believe that our activities with respect to these countries are known to OFAC.
Based on advice of counsel, we believe these activities to fall under an exemption from OFAC regulations applicable to the transmission of information and informational materials and transactions related thereto. We believe that our activities with respect to these countries are known to OFAC and other regulators.
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 inability to operate our business.
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.
Our infrastructure may be vulnerable to physical or electronic break-ins, computer viruses, or similar disruptive problems. In addition, we, like most technology companies, are the target of cybercriminals who attempt to compromise our systems.
Our infrastructure may be vulnerable to physical or electronic break-ins, computer viruses, ransomware attacks, or similar disruptive problems. In addition, we, like most technology companies, are the target of cybercriminals who attempt to compromise our systems.
We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of December 31, 2022, 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, 2023, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.
For example, our substantial dependence on DXC for many of our systems 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.
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.
As a result, we cannot provide any guarantees that OFAC will not challenge any of our activities in the future, which could have a material adverse effect on our results of operations.
As a result, we cannot provide any guarantees that a regulator will not challenge any of our activities in the future, which could have a material adverse effect on our results of operations.
These sales could also make it more difficult for us to sell equity or equity-related securities in the future, at a time and price that we deem appropriate.
These sales could also make it more difficult for us to sell equity or equity-linked securities in the future, at a time and price that we deem appropriate.
Any failure to comply with these sanctions, export controls and related items 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 are addressing.
In addition, our business may be harmed due to potential conflicts of interest with our equity method investments. Risks Related to Technology and Intellectual Property We rely on the availability and performance of information technology services provided by third parties, including DXC and other network, cloud and SaaS providers.
In addition, our business may be harmed due to potential conflicts of interest with our equity method investments. Risks Related to Technology and Intellectual Property We rely on the availability and performance of information technology services provided by third parties, including network, cloud, mainframe and SaaS providers.
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, 7 services, technologies and systems in response to new technological developments, industry standards and trends and customer requirements.
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.
We process, store, and transmit large amounts of data, including PII 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 DXC, cloud providers or other vendors, remain secure and are perceived by the marketplace to be secure.
We recently 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).
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).
Our revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transaction volumes. Our Travel Solutions and Hospitality Solutions revenue is largely tied to travel suppliers’ transaction volumes rather than to their unit pricing for an airplane ticket, hotel room or other travel products.
Risks Related to Our Business and Industry Our revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transaction volumes. Our Travel Solutions and Hospitality Solutions revenue is largely tied to travel suppliers’ transaction volumes rather than to their unit pricing for an airplane ticket, hotel room or other travel products.
A significant escalation or expansion of economic disruption, the conflict's current scope or additional sanctions and export controls and actions taken in response to these sanctions and export controls could disrupt our business, broaden inflationary costs, and have a material adverse effect on our results of operations.
A significant escalation or expansion of economic disruption, the conflicts' current scope or additional sanctions and export controls and actions taken in response to these sanctions and export controls could disrupt our business further, broaden inflationary costs, and have a material adverse effect on our results of operations.
Our revenue is therefore highly susceptible to declines in or disruptions to leisure and business travel that may be caused by factors entirely out of our control, and therefore may not recur if these declines or disruptions occur. Various factors may cause temporary or sustained disruption to leisure and business travel.
Our revenue is therefore highly susceptible to declines in or disruptions to leisure and business travel that may be caused by factors entirely out of our control, and therefore may not recur if these declines or disruptions occur. Various factors have caused, and may in the future cause, temporary or sustained disruption to leisure and business travel.
Sales of substantial amounts of our common stock in the public market in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Sales of substantial amounts of our common stock or convertible instruments in the public market in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline.
Depending on the amount of attorneys' fees and costs awarded to US Airways, if we do not have sufficient cash on hand, we may be required to seek financing from private or public financing sources, which may not be assured.
Depending on the amount of attorneys’ fees and costs required to be paid to US Airways, if any, if we do not have sufficient cash on hand, we may be required to seek financing from private or public financing sources, which may not be assured.
We do not expect the Inflation Reduction Act of 2022 to have an impact on the Company's tax rate and financial results in the near future. We will continue to evaluate its impact as further information becomes available.
We do not expect the Inflation Reduction Act of 2022 to have a significant impact on the Company's tax rate and financial results in the near future. We will continue to evaluate its impact as further information becomes available.
As a result, we must continue to invest significant resources in research and development in order to continually improve the speed, accuracy and comprehensiveness of our services and we have made and may in the future be required to make changes to our technology platforms or increase our investment in technology, increase marketing, adjust prices or business models and take other actions, which has affected and in the future could affect our financial performance and liquidity.
As a result, we must continue to invest significant resources in order to continually improve the speed, accuracy and comprehensiveness of our services and we have made and may in the future be required to make changes to our technology platforms or increase our investment in technology, increase marketing, adjust prices or business models, acquire or invest in new lines of business and take other actions, which has affected and in the future could affect our financial performance and liquidity.
In addition, in connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European Union and other governments have developed coordinated 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.
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.
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 $83 million as of December 31, 2022.
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 businesses are dependent on IT infrastructure and applications operated for us by DXC Technology ("DXC") and other network, cloud and SaaS providers. The commercial services we offer to our customers generally run on infrastructure provided by third parties such as DXC and cloud providers, and DXC provides significant operational support for our mainframe platforms.
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.
For example, a lack of liquidity in the capital markets or weak economic performance, including as a result of the impacts of COVID-19, may cause our travel suppliers to increase the time they take to pay, or to default, on their payment obligations, which could lead to a higher provision for expected credit losses and negatively affect our results.
For example, a lack of liquidity in the capital markets or weak economic performance may cause our travel suppliers to increase the time they take to pay, or to default, on their payment obligations, which could lead to a higher provision for expected credit losses and negatively affect our results.
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.
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.
We have GDS contracts with carriers that fly to Cuba, Iran, the Crimea, Donetsk and Luhansk regions of Ukraine, North Korea and Syria but are based outside of those countries and are not owned by those governments or nationals of those governments.
We have GDS contracts with carriers that fly to Cuba, Iran, the Crimea, Donetsk and Luhansk regions of Ukraine, North Korea and Syria but are based outside of those countries and are neither owned by those governments or nationals of those countries/regions nor themselves sanctioned.
As previously disclosed, we became aware of an incident involving unauthorized access to payment information contained in a subset of hotel reservations processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the "HS Central Reservation System"). In December 2020, we entered into settlement agreements with certain state Attorneys General to resolve their investigation into this incident.
For example, we previously became aware of an incident involving unauthorized access to payment information contained in a subset of hotel reservations processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the “HS Central Reservation System”). In December 2020, we entered into settlement agreements with certain state Attorneys General to resolve their investigation into this incident.
Our systems have in the past been and at any time, including in the future, could be damaged or disrupted by events such as power, hardware, software or telecommunication failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism, break-ins, hostilities, war or similar events.
Our systems are also susceptible to external damage or disruption. Our systems have in the past been, and at any time, including in the future could be, damaged or disrupted by events such as power, hardware, software or telecommunication failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism, break-ins, hostilities, war or similar events.
We have a significant amount of indebtedness. As of December 31, 2022, we had $4.7 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, 2023, we had $4.8 billion of indebtedness outstanding which is net of debt issuance costs and unamortized discounts.
We also use multiple third-party SaaS platforms to operate our services, run our business, and support our customers, including IT service management (ITSM), enterprise resource planning (ERP), customer relationship management (CRM) and human resource information systems (HRIS). Our success is dependent on our ability to maintain effective relationships with these third-party technology and service providers.
We also use multiple third-party SaaS platforms to operate our services, run our business, and support our customers, including IT service management, program and project management, enterprise resource planning, customer relationship management and human resource management systems. Our success is dependent on our ability to maintain effective relationships with these third-party technology and service providers.
Additionally, several countries, primarily in Europe, and the European Commission have proposed or adopted taxes on revenue earned by multinational corporations in certain "digital economy" sectors from activities linked to the user-based activity of their residents. These proposals have generally been labeled as "digital services taxes" ("DSTs").
Additionally, several countries, primarily in Europe, and the European Commission have proposed or adopted taxes on revenue earned by multinational corporations in certain “digital economy” sectors from activities linked to the user-based activity of their residents. These proposals have generally been labeled as “digital services taxes” (“DST”).
The impact these disruptions would have on our business depends on the magnitude and duration of such disruption.
The impact these disruptions have had, and would in the future have on our business depends on the magnitude and duration of such disruption.
Furthermore, raising capital through public or private sales of equity could cause earnings or ownership dilution to your shareholding interests in our company. We are exposed to interest rate fluctuations. Our floating rate indebtedness exposes us to fluctuations in prevailing interest rates.
Furthermore, raising capital through public or private sales of equity, or sales of equity-linked securities, could cause earnings or ownership dilution to your shareholding interests in our company. We are exposed to interest rate fluctuations. Our floating rate indebtedness and the potential refinancing of fixed rate indebtedness exposes us to fluctuations in prevailing interest rates.
Any unfavorable economic, political or regulatory developments in these regions could negatively affect our business, such as delays in payment or non-payment of contracts, delays in contract implementation or signing, carrier control issues and increased costs from regulatory changes particularly as parts of our growth strategy involve expanding our presence in these emerging markets.
Any unfavorable economic, political or regulatory developments in a particular region could negatively affect our business, such as delays in payment or non-payment of contracts, delays in contract implementation or signing, carrier control issues and increased costs from regulatory changes particularly as parts of our growth strategy involve expanding our presence in that region.
We note, however, that OFAC regulations and related interpretive guidance are complex and subject to varying interpretations. Due to this complexity, OFAC’s interpretation of its own regulations and guidance vary on a case by case basis.
We note, however, that sanctions regulations and related interpretive guidance are complex and subject to varying interpretations. Due to this complexity, a regulator’s interpretation of its own regulations and guidance varies on a case by case basis.
Recent increases in interest rates, including due to increased inflationary pressures, have significantly increased our interest expense, and further increases in interest rates would result in additional interest expense, which would adversely impact our financial performance.
Recent increases in interest rates have significantly increased our interest expense, and further increases in interest rates would result in additional interest expense, which would adversely impact our financial performance.
In addition, a decrease in the discount rate used to determine minimum funding requirements could result in increased future contributions. If either occurs, we may need to make additional pension contributions above what is currently estimated, 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 18 additional pension contributions above what is currently estimated or provide security to the plan, which could reduce the cash available for our businesses.
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.
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.
We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available. We cannot guarantee that our business will generate sufficient cash flow from operations to fund our capital investment requirements or other liquidity needs, particularly following the COVID-19 outbreak.
We may require more cash than we generate in our operating activities, and additional funding on reasonable terms or at all may not be available. We cannot guarantee that our business will generate sufficient cash flow from operations to fund our capital investment requirements or other liquidity needs, including in light of the uncertainty related to volume trends.
For example, some regions have experienced or are expected to experience inflationary and/or slowing economic conditions. These adverse economic conditions may negatively impact our business results in those regions. The U.K. has exited from the E.U. (“Brexit”).
For example, some regions have experienced or are expected to experience inflationary and/or slowing economic conditions. These adverse economic conditions may negatively impact our business results in those regions.
Any systems and processes that we have developed that are designed to protect customer information and prevent data loss and other security incidents cannot provide absolute security. In addition, we may not successfully implement remediation plans to address all potential exposures. It is possible that we may have to expend additional financial and other resources to address these problems.
Any systems and processes that we have developed or utilize that are designed to protect customer information and prevent data loss and other security incidents cannot provide absolute security. In addition, we may not successfully implement remediation plans to address all potential exposures.
See " Management's Discussion and Analysis of Financial Condition and Results of Operations —Factors Affecting our Results—Increasing travel agency incentive consideration" for more information about our incentive consideration.
See " Management's Discussion and Analysis of Financial Condition and Results of Operations —Factors Affecting our Results—Increasing travel agency incentive consideration" in our Annual Report on Form 10-K for more information about our incentive consideration.
We are assessed periodically for assurance and successfully completed our last annual assessment in October 2022. 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.
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.
The costs related to these incidents, including any additional associated penalties assessed by any other governmental authority or payment card brand or indemnification or other contractual obligations to our customers, as well as any other impacts or remediation related to them, may be material.
The costs and impacts related to these incidents, including the costs of investigation and remediation, any associated penalties assessed by any governmental authority or payment card brand, and any indemnification or other contractual obligations to our customers, may be material and could damage our reputation.
Our consolidated balance sheet at December 31, 2022 contained goodwill and intangible assets, net totaling $3.0 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, 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.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES 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. 20 Americas : As of December 31, 2022, our corporate and business unit headquarters and domestic operations are located in Southlake, Texas, which we sold and leased back in the fourth quarter of 2020.
Biggest changeITEM 2. PROPERTIES As a company with global operations, we operate in many countries with a variety of sales, administrative, product development and customer service roles provided in these offices. Americas : As of December 31, 2023, our corporate and business unit headquarters and domestic operations are located in Southlake, Texas.
There are five additional offices across North America and four offices across Latin America that serve in various sales, administration, software development and customer service capacities for all our business segments. All of these offices are leased. EMEA : We maintain our regional headquarters for Europe, the Middle East, and Africa ("EMEA") in London, United Kingdom.
There are five additional offices across North America and three offices across Latin America that serve in various sales, administration, software development and customer service capacities for all our business segments. All of these offices are leased. EMEA : We maintain our regional headquarters for Europe, the Middle East, and Africa ("EMEA") in Richmond, United Kingdom.
There are 18 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 17 additional offices across APAC that serve in various sales, administration, software development and customer service capacities.
There are 29 additional offices across EMEA that serve in various sales, administration, software development and customer service capacities. All of these offices are leased. APAC : We maintain our Asia-Pacific ("APAC") regional operations headquarters in Singapore. There are 20 additional offices across APAC that serve in various sales, administration, software development and customer service capacities.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 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 16. 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.
Biggest changeITEM 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.
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.
Commitments 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.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeMINE SAFETY DISCLOSURES Not applicable. 21 INFORMATION ABOUT OUR EXECUTIVE OFFICERS The names and ages of our executive officers as of February 17, 2023, together with certain biographical information, are as follows: Name Age Position Sean Menke 54 Chair of the Board and Chief Executive Officer Kurt Ekert 52 President Chadwick Ho 50 Executive Vice President and Chief Legal Officer Roshan Mendis 50 Executive Vice President and Chief Commercial Officer David Moore 60 Executive Vice President and Chief Technology Officer Michael Randolfi 50 Executive Vice President and Chief Financial Officer Shawn Williams 50 Executive Vice President and Chief People Officer Scott Wilson 55 Executive Vice President, Sabre and President, Hospitality Solutions Garry Wiseman 46 Executive Vice President and Chief Product Officer Sean Menke has served as CEO of Sabre since December 2016 and served as its president from December 2016 through January 2, 2022.
Biggest changeMINE 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.
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.
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.
Prior to joining Sabre in 2022, Mr. Randolfi served as Chief Financial Officer of BFA Industries, a beauty subscription business, from April 2021 until August 2022. From August 2019 through April 2021, he served as Senior Vice President and Chief Financial Officer of Adtalem Global Education Inc., a workforce solutions provider. Prior to joining Adtalem, Mr.
Randolfi served as Chief Financial Officer of BFA Industries, a beauty subscription business, from April 2021 until August 2022. From August 2019 through April 2021, he served as Senior Vice President and Chief Financial Officer of Adtalem Global Education Inc., a workforce solutions provider. Prior to joining Adtalem, Mr.
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 officer . Prior to joining Sabre in 2022, 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.
Mendis has also served as president of Travelocity and Zuji, consumer-facing brands that were part of the Sabre portfolio. He completed his undergraduate studies at Chaminade University of Honolulu and University of Cambridge (UK) and later earned his MBA at the Rice University.
Mendis has also served as President of Travelocity and Zuji, consumer-facing brands that were part of the Sabre portfolio. He completed his undergraduate studies at Chaminade University of Honolulu and University of Cambridge (UK) and later earned his MBA at the Rice University. Michael Randolfi is Executive Vice President and Chief Financial Officer. Prior to joining Sabre in 2022, Mr.
He serves as a director of Waste Management, Inc., a provider of comprehensive waste management environmental services. Kurt Ekert has served as president of Sabre since January 2022. Prior to joining Sabre, Mr. Ekert served as President and Chief Executive Officer of Carlson Worldwide Travel (CWT) Worldwide Travel from 2016 to 2021.
Prior to his election as Chief Executive Officer, Mr. Ekert served as President of Sabre since January 2022. Prior to joining Sabre, Mr. Ekert served as President and Chief Executive Officer of Carlson Worldwide Travel (CWT) from 2016 to 2021.
Ekert serves as Director of Passur Aerospace, Inc., a business intelligence company, and a director of ZYTLYN, and he previously was Chairman the US Department of Commerce Travel & Tourism Advisory Board and a director eNett, Carlson Travel Inc., the World Travel & Tourism Council, and the UNGA Global Partnership to End Violence Against Children.
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.
From 2013 to 2014, he was executive vice president of resources at IHS Inc., a global information technology company. He served as managing partner of Vista Strategic Group, LLC, a consulting firm, from 2012 to 2013 and from 2010 to 2011.
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.
He was elected Chair of the Board effective April 28, 2022. Mr. Menke previously served as Sabre’s executive vice president and president of Travel Network. Before joining Sabre in October 2015, Mr. Menke served as executive vice president and chief operating officer of Hawaiian Airlines from October 2014 to October 2015.
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.
From 2011 to 2012, he served as president and chief executive officer of Pinnacle Airlines, and from 2007 to 2010 as president and chief executive officer of Frontier Airlines. Mr. Menke earned an executive MBA from the University of Denver and dual bachelor of science degrees in Economics and Aviation Management from Ohio State University.
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.
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Ekert received a MBA from the University of South Carolina and a BS in Economics from the Wharton School at the University of Pennsylvania. Mr.
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Ekert serves as a director of Passur Aerospace, Inc., a business intelligence company, and a director of ZYTLYN.
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Chadwick Ho is executive vice president and chief legal officer. Before joining Sabre in 2022, Mr. Ho served as Associate General Counsel of The Walt Disney Company, a diversified worldwide entertainment company, overseeing legal across the business operations for its television networks and streaming services.
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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.
Removed
Prior to that, he was the General Counsel of Hulu, a video streaming service, from 2007 until 2021. From 2005 to 2007, Mr. Ho served as Deputy General Counsel of MySpace, a social networking service. Before becoming in-house counsel, Mr.
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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.
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Ho worked in private practice at law firms Latham & Watkins and O’Melveny & Myers, as well as clerked for the 9 th Circuit Court of Appeals. Mr. Ho holds a J.D. degree from Harvard Law School and a Bachelor of Arts degree from Stanford University Roshan Mendis has served as executive vice president and chief commercial officer since 2020.
Added
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.
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He serves as a director of Yatra Online, Inc., a provider of corporate travel services and an online travel company. David Moore has served as executive vice president and chief technology officer since 2020. Mr.
Added
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.
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Moore previously served as a senior vice president in Sabre's Travel Network and Travel Solutions businesses from 2016 to 2020, where he led product management and development, and subsequently a series of increasing roles leading global technology teams.
Added
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
Prior to that, he served as chief technology officer and senior vice president of global engineering at Digital River, which builds and operates online B2B marketplace and online channels for global clients, and chief technology officer and chief innovation officer at Keane (now NTT). 22 Michael Randolfi is executive vice president and chief financial officer.
Added
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.
Added
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.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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 13, 2023, there were 101 stockholders of record of our common stock.
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.
The graph assumes that $100 was invested at the market close on December 31, 2017 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, 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.
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, 2017 through December 31, 2022 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, 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").
Removed
We have suspended the payment of quarterly cash dividends on our common stock, effective with respect to the dividends occurring after the March 30, 2020 payment.
Removed
The amount of future cash dividends on our common stock, if any, will depend upon, among other things, our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions, number of shares of common stock outstanding and other factors the board of directors may deem relevant.
Removed
The timing and amount of future dividend payments will be at the discretion of our board of directors. See Item 7 , “ Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources —Dividends.” There were no shares repurchased during the year ended December 31, 2022.

Item 7. Management's Discussion & Analysis

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

167 edited+68 added−149 removed83 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. 31 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 Loss to Adjusted Operating Loss, and Loss from continuing operations to Adjusted EBITDA (in thousands): Year Ended December 31, 2022 2021 2020 Net loss attributable to common stockholders $ (456,833) $ (950,071) $ (1,289,998) Loss (income) from discontinued operations, net of tax 679 2,532 (2,788) Net income attributable to non-controlling interests (1) 2,670 2,162 1,200 Preferred stock dividends 21,385 21,602 7,659 Loss from continuing operations (432,099) (923,775) (1,283,927) Adjustments: Impairment and related charges (2) 5,146 — 8,684 Acquisition-related amortization (3a) 51,254 64,144 65,998 Restructuring and other costs (5) 14,500 (7,608) 85,797 Loss on extinguishment of debt 4,473 13,070 21,626 Other, net (4) (136,645) 1,748 66,961 Acquisition-related costs (6) 6,854 6,744 16,787 Litigation costs, net (7) 31,706 22,262 (1,919) Stock-based compensation 82,872 120,892 69,946 Tax impact of adjustments (8) 847 (6,867) 23,273 Adjusted Net Loss from continuing operations $ (371,092) $ (709,390) $ (926,774) Adjusted Net Loss from continuing operations per share $ (1.14) $ (2.21) $ (3.20) Diluted weighted-average common shares outstanding 326,742 320,922 289,855 Operating loss $ (261,060) $ (665,487) $ (988,039) Add back: Equity method income (loss) 686 (264) (2,528) Impairment and related charges (2) 5,146 — 8,684 Acquisition-related amortization (3a) 51,254 64,144 65,998 Restructuring and other costs (5) 14,500 (7,608) 85,797 Acquisition-related costs (6) 6,854 6,744 16,787 Litigation costs, net (7) 31,706 22,262 (1,919) Stock-based compensation 82,872 120,892 69,946 Adjusted Operating Loss $ (68,042) $ (459,317) $ (745,274) Loss from continuing operations $ (432,099) $ (923,775) $ (1,283,927) Adjustments: Depreciation and amortization of property and equipment (3b) 96,397 163,291 260,651 Amortization of capitalized implementation costs (3c) 36,982 34,750 37,094 Acquisition-related amortization (3a) 51,254 64,144 65,998 Impairment and related charges (2) 5,146 — 8,684 Restructuring and other costs (5) 14,500 (7,608) 85,797 Interest expense, net 295,231 257,818 225,785 Other, net (4) (136,645) 1,748 66,961 Loss on extinguishment of debt 4,473 13,070 21,626 Acquisition-related costs (6) 6,854 6,744 16,787 Litigation costs, net (7) 31,706 22,262 (1,919) Stock-based compensation 82,872 120,892 69,946 Provision (benefit) for income taxes 8,666 (14,612) (21,012) Adjusted EBITDA $ 65,337 $ (261,276) $ (447,529) 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): 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 (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 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) 34 Year Ended December 31, 2020 Travel Solutions Hospitality Solutions Corporate Total Adjusted Operating Loss $ (523,122) $ (63,915) $ (158,237) $ (745,274) Less: Equity method loss (2,528) — — (2,528) Impairment and related charges 8,684 8,684 Acquisition-related amortization (3a) — — 65,998 65,998 Restructuring and other costs (6) — — 85,797 85,797 Acquisition-related costs (6) — — 16,787 16,787 Litigation costs, net (7) — — (1,919) (1,919) Stock-based compensation — — 69,946 69,946 Operating loss $ (520,594) $ (63,915) $ (403,530) $ (988,039) Adjusted EBITDA $ (272,582) $ (21,126) $ (153,821) $ (447,529) Less: Depreciation and amortization of property and equipment (3b) 217,808 38,427 4,416 260,651 Amortization of capitalized implementation costs (3c) 32,732 4,362 — 37,094 Acquisition-related amortization (3a) — — 65,998 65,998 Impairment and related charges — — 8,684 8,684 Restructuring and other costs (6) — — 85,797 85,797 Acquisition-related costs (6) — — 16,787 16,787 Litigation costs, net (7) — — (1,919) (1,919) Stock-based compensation — — 69,946 69,946 Equity method loss (2,528) — — (2,528) Operating loss $ (520,594) $ (63,915) $ (403,530) $ (988,039) Interest expense, net (225,785) Other, net (4) (66,961) Loss on extinguishment of debt (21,626) Equity method income (2,528) Benefit for income taxes 21,012 Loss from continuing operations $ (1,283,927) 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, 2022 2021 2020 Cash used in operating activities $ (276,458) $ (414,654) $ (770,245) Cash provided by (used in) investing activities 173,977 (29,428) (1,291) Cash (used in) provided by financing activities (75,370) (50,558) 1,837,741 Year Ended December 31, 2022 2021 2020 Cash used in operating activities $ (276,458) $ (414,654) $ (770,245) Additions to property and equipment (69,494) (54,302) (65,420) Free Cash Flow $ (345,952) $ (468,956) $ (835,665) ________________________________ (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%, and (iv) Sabre Bulgaria of 40%.
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%.
Cost of revenue, excluding technology costs, also includes amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our GDS which are capitalized and amortized over the expected life of the contract. The technology costs excluded from Cost of revenue are presented separately below.
Cost of revenue, excluding technology costs, also includes amortization of upfront incentive consideration representing upfront payments or other consideration provided to travel agencies for reservations made on our GDS which are capitalized and amortized over the expected life of the contract. The technology costs excluded from Cost of revenue, excluding technology costs, are presented separately below.
We define Adjusted Operating Income (Loss) as operating loss adjusted for equity method income (loss), impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation.
We define Adjusted Operating Income (Loss) as operating income (loss) adjusted for equity method income (loss), impairment and related charges, acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation.
We define Adjusted Net Loss as net loss attributable to common stockholders adjusted for loss (income) from discontinued operations, net of tax, net income attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, 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 loss from discontinued operations, net of tax, net (loss) income attributable to noncontrolling interests, preferred stock dividends, impairment and related charges, acquisition-related amortization, restructuring and other costs, loss on extinguishment of debt, net, other, net, acquisition-related costs, litigation costs, net, stock-based compensation, and the tax impact of adjustments.
We define Adjusted EBITDA as loss from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, impairment and related charges, restructuring and other costs, interest expense, net, other, net, loss on extinguishment of debt, 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, stock-based compensation and the remaining provision (benefit) for income taxes.
This increase was driven by a $19 million increase consisting of $7 million related to labor and professional services and $12 million related to our business structure and strategy to support the long-term growth of the business, a $15 million increase due to litigation reserves, an $8 million increase in risk and security costs, a $7 million increase in transaction tax expense, a $5 million increase related to an impairment associated with an IT Solutions customer located in Russia, a $5 million increase for restructuring costs and the reversal of severance costs in the prior year associated with the reduction of our workforce in 2020, and an $6 million increase in other ongoing business expenses.
This increase was driven by a $19 million increase consisting of $7 million related to labor and professional services and $12 million related to our business structure and strategy to support the long-term growth of the business, a $15 million increase due to litigation reserves, an $8 million increase in risk and security costs, a $7 million increase in transaction tax expense, a $5 million increase related to an impairment associated with an IT Solutions customer located in Russia, a $5 million increase for restructuring costs and the reversal of severance costs in the prior year associated with the reduction of our workforce in 2020, and a $6 million increase in other ongoing business expenses.
The 2022 Term Loan B-2 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months or to prepay or repay at a 101 premium before that date.
The 2022 Term Loan B-2 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-2 Facility after 12 months months or to prepay or repay at a 101 premium before that date.
Technology Costs Year Ended December 31, 2022 2021 Change (Amounts in thousands) Travel Solutions $ 910,219 $ 876,499 $ 33,720 4 % Hospitality Solutions 122,476 96,059 26,417 28 % Corporate 63,402 80,275 (16,873) (21) % Total technology costs $ 1,096,097 $ 1,052,833 $ 43,264 4 % 37 Travel Solutions— Technology costs increased $34 million, or 4%, for the year ended December 31, 2022 compared to the prior year.
Technology Costs Year Ended December 31, 2022 2021 Change (Amounts in thousands) Travel Solutions $ 910,219 $ 876,499 $ 33,720 4 % Hospitality Solutions 122,476 96,059 26,417 28 % Corporate 63,402 80,275 (16,873) (21) % Total technology costs $ 1,096,097 $ 1,052,833 $ 43,264 4 % Travel Solutions— Technology costs increased $34 million, or 4%, for the year ended December 31, 2022 compared to the prior year.
Selling, General and Administrative Expenses Selling, general and administrative expenses consist of provision for expected credit losses, 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, professional service fees, certain settlement charges or reimbursements and costs to defend legal disputes.
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.
Given the inherent uncertainties of litigation and tax claims, the ultimate outcome of these matters cannot be predicted, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies.
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.
At year end, we had a valuation allowance on a portion of our deferred tax assets based on our assessment 52 that it is more likely than not that the deferred tax asset will not be realized. We believe that our estimates for the valuation allowances against deferred tax assets are appropriate based on current facts and circumstances.
At year end, we had a valuation allowance on a portion of our deferred tax assets based on our assessment that it is more likely than not that the deferred tax asset will not be realized. We believe that our estimates for the valuation allowances against deferred tax assets are appropriate based on current facts and circumstances.
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, 2022, 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. As of December 31, 2023, we continued to own these 8 million shares.
The SaaS and hosted models’ centralized deployment also allows us to save time and money by reducing maintenance and implementation tasks and lowering operating costs. Growing demand for continued technology improvements in the fragmented hotel market Most of the hospitality industry is highly fragmented.
The SaaS and hosted models’ centralized deployment also allows us to save time and money by reducing maintenance and implementation tasks and lowering operating costs. Growing demand for continued technology improvements in the fragmented hotel industry Most of the hospitality industry is highly fragmented.
We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our 30 ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements.
We believe that these non-GAAP financial measures are used by investors, analysts and other interested parties as measures of financial performance and to evaluate our ability to service debt obligations, fund capital expenditures, fund our investments in technology transformation, and meet working capital requirements.
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 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 and is expected to continue to negatively impact, our revenue and results.
Deferred customer advances and discounts are reviewed for recoverability based on future contracted revenues and estimated 50 direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms.
Deferred customer advances and discounts are reviewed for recoverability based on future contracted revenues and estimated direct costs of the contract when a significant event occurs that could impact the recoverability of the assets, such as a significant contract modification or early renewal of contract terms.
We also believe that Adjusted Operating (Loss) Income, Adjusted Net (Loss) Income 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.
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.
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.
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.
In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could 45 restrict our business operations.
In addition, the terms of future debt agreements could include more restrictive covenants than those we are currently subject to, which could restrict our business operations.
Intersegment Transactions 29 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 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.
For the year ended December 31, 2022, 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, 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.
Our continued access to capital resources depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings. These external events could lead to further market disruption and potential increases to our funding costs.
Our continued access to capital resources depends on multiple factors, including global economic conditions, the condition of global financial markets, the availability of sufficient amounts of financing, our ability to meet debt covenant requirements, our operating performance, and our credit ratings. These factors could lead to further market disruption and potential increases to our funding costs.
These 38 increases were partially offset by a $29 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.
These increases were partially offset by a $29 million decrease in stock-based compensation primarily due to forfeitures of unvested shares.
There were no claims made against any standby letters of credit during the years ended December 31, 2022, 2021 and 2020. As of December 31, 2022, we had a total obligation of $12 million, with $6 million due within the next 12 months. Unrecognized tax benefits Unrecognized tax benefits include associated interest and penalties.
There were no claims made against any standby letters of credit during the years ended December 31, 2023, 2022 and 2021. As of December 31, 2023, we had a total obligation of $12 million, with $6 million due within the next 12 months. Unrecognized tax benefits Unrecognized tax benefits include associated interest and penalties.
W e have incurred a significant amount of incremental technology costs in 2022 over the prior year as a result of our technology transformation.
W e incurred a significant amount of incremental technology costs in 2022 over the prior year as a result of our technology transformation.
Investing Activities For the year ended December 31, 2022, we received proceeds of $392 million from the sale of AirCentre, partially offset by $69 million of cash used on capital expenditures primarily related to software developed for internal use, $80 million for the investment in GBT, and $69 million for Conferma and other acquisitions.
For the year ended December 31, 2022, we received proceeds of $392 million from the sale of AirCentre, partially offset by $69 million of cash used on capital expenditures primarily related to software developed for internal use, $80 million for the investment in GBT, and $69 million for Conferma and other acquisitions.
As a result, we expect to be a U.S. federal cash taxpayer in 2023, and we also expect to benefit from the usage of NOLs in 2023 to the extent available. We expect to continue to benefit from our NOLs and certain tax credits in the near-term beyond 2023.
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.
Based on our results for the year ended December 31, 2021, we were not required to make an excess cash flow payment in 2022, and no excess cash flow payment is expected to be required in 2023 with respect to our results for the year ended December 31, 2022.
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.
This expectation is based in part on anticipated increases in international travel, which would favorably impact our revenue rates, along with our continuing to offer value added services and content to travel buyers, such as the Sabre Red Workspace, a SaaS product that provides a simplified interface and enhanced travel agency workflow and productivity tools.
This expectation is based in part on anticipated increases in international travel, wh ich would favorably impact our revenue rates, along with our continuing to offer value added services and content to travel buyers, such as the Sabre Red Workspace, a SaaS product that provides a simplified interface and enhanced travel agency workflow and productivity tools.
The 2022 Term Loan B-1 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-1 Facility after 12 months or to prepay or repay at a 1.01 premium before that date.
The 2022 Term Loan B-1 Facility matures on June 30, 2028 and offers us the ability to prepay or repay the 2022 Term Loan B-1 Facility after 12 months or to prepay or repay at a 101 premium before that date.
The global capital markets experienced periods of volatility throughout 2022 in response to the conflict in Ukraine, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022, 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 2022 and 2023 in response to the geopolitical conflict, increases in the rate of inflation, and uncertainty regarding the path of U.S. monetary policy. During 2022 and 2023, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense.
We do not consider undistributed foreign earnings to be indefinitely reinvested as of December 31, 2022, 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, 2023, with certain limited exceptions and have, in those cases, recorded corresponding deferred taxes.
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, 2022.
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.
(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, the impact of the adjustments on valuation allowance assessments, and the tax effect of items that relate to tax specific financial transactions, tax law changes, uncertain tax positions, and other items.
(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.
Significant highlights of our financing ac tivities included: • proceeds of $624 million, $650 million, and $545 million from the issuance of the 2022 Term Loan B-1 Facility, the 2022 Term Loan B-2 Facility and the December 2027 Notes; • payment of $1.8 billion on Term Loan B; • payment of $17 million on 2021 Term B-1 Facility, 2021 Term B-2 Facility, 2022 Term Loan B-1 Facility and 2022 Term Loan B-2 Facility; • payment of $33 million in debt discount and issuance costs; • payment of $21 million in dividends on our preferred stock; and • net payments of $16 million from the settlement of employee stock-option awards.
Significant highlights of our financing activities included: • proceeds of $624 million, $650 million, and $545 million from the issuance of the 2022 Term Loan B-1 Facility, the 2022 Term Loan B-2 Facility and the December 2027 Notes; • payment of $1.8 billion on Term Loan B; • payment of $17 million on 2021 Term B-1 Facility, 2021 Term B-2 Facility, 2022 Term Loan B-1 Facility and 2022 Term Loan B-2 Facility; • payment of $33 million in debt discount and issuance costs; • payment of $21 million in dividends on our preferred stock; and • net payments of $16 million from the settlement of employee stock awards.
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 14 years as of December 31, 2022 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 13 years as of December 31, 2023 for trademarks and brand names.
The interest rates on the 2022 Term Loan B-1 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin. On August 15, 2022, we entered into an amendment to refinance a portion of the Term Loan B facility (the "August 2022 Refinancing").
The interest rates on the 2022 Term Loan B-1 Facility are based on Term SOFR, replacing LIBOR, plus an applicable margin. On August 15, 2022, we entered into an amendment to refinance a portion of our then-outstanding Term Loan B facility (the "August 2022 Refinancing").
We consider the undistributed capital investments in most of our foreign subsidiaries to be indefinitely reinvested as of December 31, 2022 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 15.
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.
Other, net Year Ended December 31, 2022 2021 Change (Amounts in thousands) Other, net $ (136,645) $ 1,748 $ (138,393) (7,917) % Other, net increased $138 million for the year ended December 31, 2022 compared to the same period in the prior year primarily due to the gain on the sale of AirCentre of $180 million partially offset by a fair value loss of $26 million on our GBT investment and a $15 million gain on sale of investment recorded in the first quarter of 2021.
Other, net Year Ended December 31, 2022 2021 Change (Amounts in thousands) Other, net $ (136,645) $ 1,748 $ (138,393) ** ** not meaningful Other, net increased $138 million for the year ended December 31, 2022 compared to the same period in the prior year primarily due to the gain on the sale of AirCentre of $180 million partially offset by a fair value loss of $26 million on our GBT 40 investment and a $15 million gain on sale of investment recorded in the first quarter of 2021.
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, 2022, we have reinvested $250 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 have reinvested $277 million of the proceeds from the disposition of AirCentre.
In response to a desire for more flexible systems given increasingly complex and constantly changing technological requirements, reduced IT budgets and increased focus on cost efficiency, many travel suppliers turned to third party solutions providers for many of their key technologies and began to license software from software providers.
In response to a desire for more flexible systems given increasingly complex and constantly changing technological requirements, reduced IT budgets and increased focus on cost efficiency, many travel suppliers turned to third party solutions providers for many of their key technologies.
See Note 3. Acquisitions and Dispositions for further details regarding the AirCentre sale and Note 10. Fair Value Measurements for further details regarding the GBT investment.
See Note 3. Acquisitions and Dispositions for further details regarding the AirCentre sale and Note 12. Fair Value Measurements for further details regarding the GBT investment.
If our credit ratings were to be downgraded, or financing sources were to ascribe higher risk to our rating levels or our industry, our access to capital and the cost of any financing would be negatively impacted.
If our credit ratings were to be downgraded, or financing sources were to become more limited or to ascribe higher risk to our rating levels or our industry, our access to capital and the cost of any financing would be negatively impacted.
As of December 31, 2022, we had total IT agreement obligations of $2.4 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.
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.
Our ability to make payments on and to refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control, including the impacts of COVID-19.
Our ability to make payments on and to refinance our indebtedness, and to fund working capital needs and planned capital expenditures will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, business, legislative, regulatory and other factors that are beyond our control.
Consideration on a per booking basis declined in 2021 and 2020 as compared to the respective prior years, due to regional mix and increased leisure bookings over business travel. In 2022, consideration on a per booking basis increased as volumes reached and exceeded volume or percentage thresholds, which we expect to continue in 2023.
Consideration on a per booking basis declined in 2021 as compared to the prior year, due to regional mix and increased leisure bookings over business travel. In 2022 and 2023, consideration on a per booking basis increased as volumes reached and exceeded volume or percentage thresholds, which we expect to continue in 2024.
We have invested in Radixx to expand its capabilities and expect to make additional investments to address the LCC space and continue to grow upmarket with a more competitive offering. Shift to SaaS and hosted solutions by airlines and hotels to manage their daily operations Historically, large travel suppliers built custom in-house software and applications for their business process needs.
We expect to make additional investments to address the LCC space and continue to grow upmarket with a more competitive offering. Shift to SaaS and hosted solutions by airlines and hotels to manage their daily operations Historically, large travel suppliers built custom in-house software and applications for their business process needs.
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, 2022, we had a total obligation of $97 million, with $21 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, 2023, we had a total obligation of $61 million, with $4 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 $367 million and $26 million, respectively as of December 31, 2022.
Significant losses related to COVID-19 resulted in a three-year cumulative loss in certain jurisdictions, which represents significant negative evidence regarding the ability to realize deferred tax assets. As a result, we maintain a cumulative valuation allowance on our U.S. federal and state deferred tax assets of $486 million and $47 million, respectively as of December 31, 2023.
For non-U.S. deferred tax assets of certain subsidiaries, we maintained a cumulative valuation allowance on current year losses and other deferred tax assets of $91 million as of December 31, 2022.
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.
As of December 31, 2022, we had a total purchase obligation of $443 million, with $343 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, 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.
This increase was partially offset by the impact of our interest rate swaps. See Note 8. Debt for further details these debt transactions and Note 9. Derivatives for further details regarding our interest rate swaps .
This increase was partially offset by the impact of our interest rate swaps. See Note 10. Debt for further details these debt transactions and Note 11. Derivatives for further details regarding our interest rate swaps.
These assets are directly supported by estimates of Passengers Boarded and booking volumes for specific customers over their remaining contractual terms. Due to the long-term nature of the relevant contracts, recovery of these assets is not sensitive to near-term declines in volumes such as those that have occurred in 2021.
These assets are directly supported by estimates of Passengers Boarded and booking volumes for specific customers over their remaining contractual terms. Due to the long-term nature of the relevant contracts, recovery of these assets is not sensitive to near-term declines in volumes.
During 2022, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. We expect to further refinance portions of our debt in 2023 and 2024 which, at current interest rates, would negatively impact our interest expense.
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.
At December 31, 2022 and 2021 , we had a liability, including interest and penalty, of $97 million and $110 million, respectively, for unrecognized tax benefits, of whic h $88 million and $98 million , respectively, would affect our effective tax rate if recognized.
At December 31, 2023 and 2022 , we had a liability, including interest and penalty, of $61 million and $97 million, respectively, for unrecognized tax benefits, of whic h $57 million and $88 million , respectively, would affect our effective tax rate if recognized.
We operate our business and present our results through two business segments: (i) Travel Solutions, our global business-to-business travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines , and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers.
We are a technology company that operates our business and presents our results through two business segments: (i) Travel Solutions, our global business-to-business travel marketplace for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines , and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers.
See Note 8. Debt for further details regarding these debt transactions .
See Note 10. Debt for further details regarding these debt transactions .
If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, we perform a comp arison of the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit.
If it is determined through the evaluation of events or circumstances that the carrying value may not be recoverable, or if we decide to bypass the qualitative assessment, we perform a quantitative assessment comparing the estimated fair value of the reporting unit to which the goodwill has been assigned to the sum of the carrying value of the assets and liabilities of that unit.
We recognized a loss on extinguishment of debt in connection with the March 2022 Refinancing during the nine months ended September 30, 2022 of $4 million and debt modification costs for financing fees of $1 million recorded to Other, net.
We recognized a loss on extinguishment of debt in connection with the March 2022 Refinancing during the year ended December 31, 2022 of $4 million and debt modification costs for financing fees of $1 million recorded to Other, net.
Capital Resources As of December 31, 2022, our outstanding debt totaled $4.7 billion, which is net of debt issuance costs and unamortized discounts. Currently approximately 29% 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.
The COVID-19 pandemic has caused increased uncertainty in determining certain key assumptions within the assessment of our future taxable income upon which recognition of deferred tax assets is assessed.
The current economic environment has caused increased uncertainty in determining certain key assumptions within the assessment of our future taxable income upon which recognition of deferred tax assets is assessed.
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, 2022 and 2021.
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.
The following table sets forth these key metrics for the periods indicated (in thousands): Year Ended December 31, Year-over-Year % Change 2022 2021 2020 2022 2021 Travel Solutions Direct Billable Bookings - Air 260,804 183,629 103,331 42.0 % 77.7 % Direct Billable Bookings - LGS 41,038 23,384 21,353 75.5 % 9.5 % Distribution Total Direct Billable Bookings 301,842 207,013 124,684 45.8 % 66.0 % IT Solutions Passengers Boarded 637,438 423,838 322,714 50.4 % 31.3 % Hospitality Solutions Central Reservations System Transactions 111,459 91,802 67,046 21.4 % 36.9 % 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 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.
Many airlines have turned to outside providers for key systems, process and industry expertise and other products that assist in their cost cutting initiatives in order to focus on their primary revenue generating activities.
Simultaneously, this focus on cost cutting and alternative distribution has also presented opportunities for Travel Solutions. Many airlines have turned to outside providers for key systems, process and industry expertise and other products that assist in their cost cutting initiatives in order to focus on their primary revenue generating activities.
If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are then measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets over its fair value. We also evaluate the need for additional impairment disclosures based on our Level 3 inputs.
If our projection of undiscounted cash flows is less than the carrying value, the intangible assets are then measured at fair value and an impairment charge is recorded based on the excess of the carrying value of the assets over its fair value.
Cost of Revenue, excluding technology costs Year Ended December 31, 2022 2021 Change (Amounts in thousands) Travel Solutions $ 894,556 $ 564,137 $ 330,419 59 % Hospitality Solutions 126,543 96,487 30,056 31 % Eliminations (28,880) (17,292) (11,588) 67 % Total segment cost of revenue, excluding technology costs 992,219 643,332 348,887 54 % Corporate 8,624 8,363 261 3 % Depreciation and amortization 39,976 39,756 220 1 % Total cost of revenue, excluding technology costs $ 1,040,819 $ 691,451 $ 349,368 51 % Travel Solutions —Cost of revenue, excluding technology costs, increased $330 million, or 59%, for the year ended December 31, 2022 compared to the prior year.
The increase was primarily driven by a $48 million increase in SynXis Software and Services revenue due to an increase in transaction volumes of 21% to 111 million, as a result of continued recovery from the COVID-19 pandemic, and a $4 million increase in DX revenue. 38 Cost of Revenue, excluding technology costs Year Ended December 31, 2022 2021 Change (Amounts in thousands) Travel Solutions $ 894,556 $ 564,137 $ 330,419 59 % Hospitality Solutions 126,543 96,487 30,056 31 % Eliminations (28,880) (17,292) (11,588) 67 % Total segment cost of revenue, excluding technology costs 992,219 643,332 348,887 54 % Corporate 8,624 8,363 261 3 % Depreciation and amortization 39,976 39,756 220 1 % Total cost of revenue, excluding technology costs $ 1,040,819 $ 691,451 $ 349,368 51 % Travel Solutions —Cost of revenue, excluding technology costs, increased $330 million, or 59%, for the year ended December 31, 2022 compared to the prior year.
For the year ended December 31, 2021, we used $51 million for financing activities.
Financing Activities For the year ended December 31, 2023, we used $94 million for financing activities.
While the COVID-19 pandemic has had an adverse impact on our business, we recognized federal taxable income in 2022 based on our operating and non-operating results along with provisions of the Tax Cuts and Jobs Act that limit interest expense deductions 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 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.
Technology costs are less variable in nature and therefore may not correlate with related changes in revenue. Depreciation and amortization included in technology costs is associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology purchased through acquisitions.
Depreciation and amortization included in technology costs is associated with software developed for internal use that supports our products, assets supporting our technology platform, businesses and systems and intangible assets for technology purchased through acquisitions.
However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months.
However, based on our assumptions and estimates with respect to our financial condition, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months. We will continue to monitor our liquidity and take additional steps should we determine they are necessary.
We recognized unrealized a loss of $26 million during the year ended December 31, 2022 from the investment in GBT. See Note 10. Fair Value Measurements for further details.
We recognized an unrealized loss of $2 million and $26 million during the years ended December 31, 2023 and 2022, respectively, from the investment in GBT. See Note 12. Fair Value Measurements for further details.
Increasing travel agency incentive consideration Travel agency incentive consideration is a large portion of Travel Solutions expenses. The vast majority of incentive consideration is tied to absolute booking volumes based on transactions such as flight segments booked.
The vast majority of incentive consideration is tied to absolute booking volumes based on transactions such as flight segments booked.
Year Ended December 31, 2022 2021 2020 2019 Direct Billable Bookings (1) : North America 56 % 68 % 64 % 55 % EMEA 18 % 16 % 17 % 16 % APAC 15 % 10 % 10 % 20 % Latin America 11 % 6 % 9 % 9 % Total 100 % 100 % 100 % 100 % ___________________________ (1) “Direct Billable Bookings” is the primary metric utilized by Travel Solutions to measure operating performance and includes bookings made through our GDS and through our joint venture partners in cases where we are paid directly by the travel supplier.
The geographic mix of our Direct Billable Bookings is summarized below. 26 Year Ended December 31, 2023 2022 Direct Billable Bookings (1) : North America 55 % 56 % EMEA 17 % 18 % APAC 19 % 15 % Latin America 9 % 11 % Total 100 % 100 % ___________________________ (1) “Direct Billable Bookings” is the primary metric utilized by Travel Solutions to measure operating performance and includes bookings made through our GDS and through our equity method partners in cases where we are paid directly by the travel supplier.
In addition, we accelerated the amortization of customer advances into revenue, which reduced our IT Solutions revenue by $4 million. 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.
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 Factors—The COVID-19 pandemic has had and is expected to continue to have a significant adverse impact on our business, including our financial results and prospects, and the travel suppliers on whom our business relies." and "—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 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.
We have renewal options of various term lengths in approximately 36 leases. We have 2 purchase options and no restrictions imposed by our leases concerning dividends or additional debt. See Note 11. Leases, to our consolidated financial statements. As of December 31, 2022, we had total lease obligation of $114 million, with $19 million due within the next 12 months.
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.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis has been recast to reflect the Strategic Realignment described in this Form 10-K and should be read in conjunction with our consolidated financial statements and related notes included in Item 8 of this Annual Report on Form 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included in Item 8 of this Annual Report on Form 10-K. Overview At Sabre, we make travel happen.
Booking share in the near term, however, could continue to be impacted by the regional mix of travel bookings during recovery from COVID-19. 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.
Corporate— Selling, general and administrative expenses increased $53 million, or 20%, for the year ended December 31, 2021 compared to the prior year.
Corporate— Selling, general and administrative expenses decreased $14 million, or 4%, for the year ended December 31, 2023 compared to the prior year.
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.
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.

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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 changeSince outstanding balances under our senior secured credit facilities incur interest at rates based on LIBOR and/or SOFR, subject to an applicable floor, increases in short-term interest rates would impact our interest expense. If our mix of interest rate-sensitive assets and liabilities changes significantly, we may enter into additional derivative transactions to manage our net interest rate exposure.
Biggest change(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.
If future short-term interest rates averaged 10% lower than they were during the year ended December 31, 2022, 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, 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.
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." 55
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
Our most significant foreign currency denominated operating expenses is in the Euro, which comprised approximately 5% of our operating expenses for each of the years ended December 31, 2022 and 2021. 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% 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 foreign currency risk is primarily associated with operating expenses. 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, 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.
Interest rate swaps matured during the years ended December 31, 2022, 2021 and 2020 are as follows: 53 Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $200 million 1 month SOFR (1) 1.71% (3) April 30, 2022 December 31, 2023 $150 million 1 month SOFR (1) 2.79% (4) June 30, 2022 December 31, 2023 $600 million 1 month LIBOR (2) 2.81% December 31, 2020 December 31, 2021 $1,200 million 1 month LIBOR (2) 2.19% December 31, 2019 December 31, 2020 (1) Subject to a 0.5% floor (2) Subject to a 0% floor.
Interest rate swaps outstanding at December 31, 2023 and matured during the years ended December 31, 2023, 2022 and 2021 are as follows: Notional Amount Interest Rate Received 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.
In June 2022, we entered into an interest rate swap to hedge the interest payments associated with $150 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023. We designated these swaps as cash flow hedges.
In June 2022, we entered into an interest rate swap to hedge the interest payments associated with $150 million of the floating-rate 2022 Term Loan B-1 for the years 2022 and 2023.
During the year ended December 31, 2020, foreign currency operations included $98 million of revenue and $373 million of operating expenses, representing approximately 7% and 16% 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, 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.
In 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $450 million and $600 million of the floating-rate Term Loan B related to the years 2020 and 2021, respectively.
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.
We generally do not require security or collateral from our customers as a condition of sale. See “ Risk Factors —Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.” We regularly monitor the financial condition of the air transportation industry.
See “ Risk Factors —Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.” We regularly monitor the financial condition of the air transportation industry.
Our objective is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in interest and foreign exchange rates. Interest Rate Risk As of December 31, 2022, our exposure to interest rates relates primarily to our interest rate swaps and our senior secured credit facilities.
Our objective is to mitigate potential income statement, cash flow and fair value exposures resulting from possible future adverse fluctuations in interest and foreign exchange rates. Interest Rate Risk Historically, our exposure to interest rate risk has primarily related to our interest rate swaps and interest rates under our Amended and Restated Credit Agreement on our senior secured credit facilities.
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.
During the year ended December 31, 2023, foreign currency operations included $193 million of revenue and $613 million of operating expenses, representing approximately 7% and 21% of our total revenue and operating expenses, respectively.
(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. (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.
(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.
In September 2017, we entered into forward starting interest rate swaps to hedge the interest payments associated with $750 million of the floating-rate Term Loan B for the year 2020.
In February 2023, we entered into a forward-starting interest rate swap to hedge the interest payments associated with $250 million of the floating-rate 2022 Term Loan B-1 for the year ended 2024.
As of December 31, 2022 and 2021, approximately $222 million, or 83%, and $166 million, or 80%, respectively, of our trade accounts receivable were attributable to services provided to the commercial air travel industry and travel agency customers. Substantially all of our accounts receivable represents trade balances.
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.
An overall labor shortage, lack of skilled labor, increased turnover or labor inflation, caused by COVID-19 or as a result of general macroeconomic factors, could have a material adverse impact on our operations, results of operations, liquidity or cash flows.
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.
For these carriers, we believe the use of ACH mitigates our credit risk with respect to airline bankruptcies. For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher. We monitor these carriers and account for the related credit risk through our normal reserve policies.
For those carriers from which we do not collect payments through the ACH or other similar clearing houses, our credit risk is higher.
We generate a significant portion of our revenues and corresponding accounts receivable from services provided to the commercial air travel industry. Our other accounts receivable are generally due from other participants in the travel and transportation industry.
Credit Risk Our customers are primarily located in the United States, Canada, Europe, Latin America and Asia, and are concentrated in the travel industry. We generate a significant portion of our revenues and corresponding accounts receivable from services provided to the commercial air travel industry.
These events could lead to further market disruption and potential increases to our funding costs. Currently approximately 29% of our debt, net of cash and hedging impacts from interest rates swaps, is variable and impacted by changes in interest rates. See “Risk Factors—We are exposed to interest rate fluctuations.
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.
As of December 31, 2022, 2021 and 2020, approximately 48%, 53%, and 52%, respectively, of our air customers make payments through the ACH which accounts for approximately 82%, 82% and 63%, respectively, of transaction revenue related to air customers. ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process.
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.
We recognized net translation gains in other comprehensive income (loss) of $1 million and $7 million for the years ended December 31, 2022 and 2021, respectively, and net translation losses of $8 million for the year ended December 31, 2020. 54 Credit Risk Our customers are primarily located in the United States, Canada, Europe, Latin America and Asia, and are concentrated in the travel industry.
We 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.
These gains and losses are recognized as a component of accumulated other comprehensive loss and is included in stockholders’ (deficit) equity.
We are also exposed to foreign currency fluctuations through the translation of the financial condition and results of operations of our foreign operations into U.S. dollars in consolidation. These gains and losses are recognized as a component of accumulated other comprehensive loss and is included in stockholders’ (deficit) equity.
Due to the uncertainty driven by the COVID-19 pandemic 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 regarding the recovery trajectory and its impacts on net exposures.
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.
During 2022, we refinanced portions of our debt which resulted in interest rates higher than prior years, increasing current and future interest expense. We expect to further refinance portions of our debt in 2023 and 2024 which, at current interest rates, would negatively impact our interest 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.
During times of volatile currency movements, this risk can impact our earnings.
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.
The fair value of these interest rate swaps was an asset of $5 million as of December 31, 2022. We did not have any assets or liabilities from interest rate swaps for the year ended December 31, 2021.
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.
See " Management's Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources—Senior Secured Credit Facilities" for the estimated impacts of this change, which we do not expect to be material. Foreign Currency Risk We conduct various operations outside the United States, primarily in Asia Pacific, Europe and Latin America.
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.
Removed
As of December 31, 2022, we had outstanding approximately $1.0 billion of variable debt that is indexed to the London Interbank Offered Rate ("LIBOR") consisting of 2021 Term Loan B-1 for $397 million and 2021 Term Loan B-2 for $630 million.
Added
In June 2023, we entered into a new senior secured term loan facility, the Senior Secured Term Loan Due 2028, that bears interest at a floating rate based on the average of the highest yield to maturity of any tranche of Sabre GLBL’s or any of its affiliates’ outstanding secured indebtedness (as defined within the 2023 Term Loan Agreement) on each of the 20 prior trading days (the “Reference Rate”), plus (i) 25 basis points for cash interest or (ii) 175 basis points for payable-in-kind interest.
Removed
These term loans included hard-wired fallback language, as published by the Alternative Reference Rates Committee, that will replace LIBOR with Term SOFR plus specified credit spread adjustments when LIBOR ceases to be published in June 2023 or such sooner date on which we may opt in.
Added
The all-in interest rate floor is 11.50% for cash interest and 13.00% for payable-in-kind interest and the all-in interest rate ceiling is 17.50% for cash interest and 19.00% for payable-in-kind interest. An increase in the Reference Rate, up to the ceiling rates, would negatively impact our interest expense.
Removed
To reduce the impact of this earnings volatility, we have historically hedged a portion of our foreign currency exposure in our operating expenses by entering into foreign currency forward contracts on several of our largest exposures, including the Indian Rupee, the British Pound Sterling, the Australian Dollar, the Polish Zloty, the Singaporean Dollar, and the Swedish Krona.
Added
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.
Removed
Additionally, approximately 34% of our exposure in foreign currency operating expenses is naturally hedged by foreign currency cash receipts associated with foreign currency revenue. Our forward contracts represent obligations to purchase foreign currencies at a predetermined exchange rate to fund a portion of our expenses that are denominated in foreign currencies.
Added
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.
Removed
As a result, as of December 31, 2022, we have no unsettled forward contracts and have not entered into any foreign currency forward contracts for 2022. We are also exposed to foreign currency fluctuations through the translation of the financial condition and results of operations of our foreign operations into U.S. dollars in consolidation.
Added
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.
Removed
Inflation Competitive market conditions and the general economic environment have minimized inflation’s impact on our results of operations in recent periods. There can be no assurance, however, that our operating results will not be affected by inflation in the future. The global capital markets experienced periods of volatility throughout 2022, partially due to increases in the rate of inflation.
Added
Substantially all of our accounts receivable represents trade balances. We generally do not require security or collateral from our customers as a condition of sale.
Added
ACH requires participants to deposit certain balances into their demand deposit accounts by certain deadlines, which facilitates a timely settlement process. For these carriers, we believe the use of ACH mitigates our credit risk with respect to airline bankruptcies.

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