QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol | Name of each exchange on which registered |
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
Page No. | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 6. |
ITEM 1. | FINANCIAL STATEMENTS |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | $ | $ | $ | $ | |||||||||||
Cost of revenue | |||||||||||||||
Selling, general and administrative | |||||||||||||||
Operating income | |||||||||||||||
Other income (expense): | |||||||||||||||
Interest expense, net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Loss on extinguishment of debt | ( | ) | |||||||||||||
Joint venture equity income | |||||||||||||||
Other, net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Total other expense, net | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Income from continuing operations before income taxes | |||||||||||||||
Provision for income taxes | |||||||||||||||
Income from continuing operations | |||||||||||||||
Income (loss) from discontinued operations, net of tax | ( | ) | ( | ) | |||||||||||
Net income | |||||||||||||||
Net income attributable to noncontrolling interests | |||||||||||||||
Net income attributable to common stockholders | $ | $ | $ | $ | |||||||||||
Basic net income (loss) per share attributable to common stockholders: | |||||||||||||||
Income from continuing operations | $ | $ | $ | $ | |||||||||||
Income (loss) from discontinued operations | |||||||||||||||
Net income per common share | $ | $ | $ | $ | |||||||||||
Diluted net income (loss) per share attributable to common stockholders: | |||||||||||||||
Income from continuing operations | $ | $ | $ | $ | |||||||||||
Income (loss) from discontinued operations | |||||||||||||||
Net income per common share | $ | $ | $ | $ | |||||||||||
Weighted-average common shares outstanding: | |||||||||||||||
Basic | |||||||||||||||
Diluted | |||||||||||||||
Dividends per common share | $ | $ | $ | $ |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | $ | $ | $ | |||||||||||
Other comprehensive income, net of tax: | |||||||||||||||
Foreign currency translation adjustments ("CTA"), net of tax | ( | ) | ( | ) | ( | ) | |||||||||
Retirement-related benefit plans: | |||||||||||||||
Amortization of prior service credits, net of tax | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Amortization of actuarial losses, net of tax | |||||||||||||||
Net change in retirement-related benefit plans, net of tax | |||||||||||||||
Derivatives and securities: | |||||||||||||||
Unrealized (losses) gains, net of taxes of $2,647, $1,112, $4,243 and $(909) | ( | ) | ( | ) | ( | ) | |||||||||
Reclassification adjustment for realized gains (losses), net of taxes of $(86), $(132), $(641) and $220 | ( | ) | |||||||||||||
Net change in derivatives and securities, net of tax | ( | ) | ( | ) | ( | ) | |||||||||
Share of other comprehensive (loss) income of joint venture | ( | ) | ( | ) | |||||||||||
Other comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Comprehensive income | |||||||||||||||
Less: Comprehensive income attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Comprehensive income attributable to Sabre Corporation | $ | $ | $ | $ |
June 30, 2019 | December 31, 2018 | ||||||
Assets | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | $ | |||||
Accounts receivable, net | |||||||
Prepaid expenses and other current assets | |||||||
Total current assets | |||||||
Property and equipment, net of accumulated depreciation of $1,671,342 and $1,524,795 | |||||||
Investments in joint ventures | |||||||
Goodwill | |||||||
Acquired customer relationships, net of accumulated amortization of $722,456 and $709,824 | |||||||
Other intangible assets, net of accumulated amortization of $654,372 and $634,995 | |||||||
Deferred income taxes | |||||||
Other assets, net | |||||||
Total assets | $ | $ | |||||
Liabilities and stockholders’ equity | |||||||
Current liabilities | |||||||
Accounts payable | $ | $ | |||||
Accrued compensation and related benefits | |||||||
Accrued subscriber incentives | |||||||
Deferred revenues | |||||||
Other accrued liabilities | |||||||
Current portion of debt | |||||||
Tax Receivable Agreement | |||||||
Total current liabilities | |||||||
Deferred income taxes | |||||||
Other noncurrent liabilities | |||||||
Long-term debt | |||||||
Commitments and contingencies (Note 10) | |||||||
Stockholders’ equity | |||||||
Common Stock: $0.01 par value; 450,000 authorized shares; 294,160 and 291,664 shares issued, 273,632 and 275,352 shares outstanding at June 30, 2019 and December 31, 2018, respectively | |||||||
Additional paid-in capital | |||||||
Treasury Stock, at cost, 20,528 and 16,312 shares at June 30, 2019 and December 31, 2018, respectively | ( | ) | ( | ) | |||
Retained deficit | ( | ) | ( | ) | |||
Accumulated other comprehensive loss | ( | ) | ( | ) | |||
Noncontrolling interest | |||||||
Total stockholders’ equity | |||||||
Total liabilities and stockholders’ equity | $ | $ |
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
Operating Activities | |||||||
Net income | $ | $ | |||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||
Depreciation and amortization | |||||||
Amortization of upfront incentive consideration | |||||||
Stock-based compensation expense | |||||||
Deferred income taxes | ( | ) | |||||
Allowance for doubtful accounts | |||||||
Amortization of debt issuance costs | |||||||
Dividends received from joint venture investments | |||||||
Joint venture equity income | ( | ) | ( | ) | |||
Loss from discontinued operations | |||||||
Loss on extinguishment of debt | |||||||
Debt modification costs | |||||||
Other | ( | ) | |||||
Changes in operating assets and liabilities: | |||||||
Accounts and other receivables | ( | ) | ( | ) | |||
Prepaid expenses and other current assets | ( | ) | |||||
Capitalized implementation costs | ( | ) | ( | ) | |||
Upfront incentive consideration | ( | ) | ( | ) | |||
Other assets | ( | ) | ( | ) | |||
Accrued compensation and related benefits | ( | ) | ( | ) | |||
Accounts payable and other accrued liabilities | ( | ) | |||||
Deferred revenue including upfront solution fees | |||||||
Cash provided by operating activities | |||||||
Investing Activities | |||||||
Additions to property and equipment | ( | ) | ( | ) | |||
Other investing activities | ( | ) | |||||
Cash used in investing activities | ( | ) | ( | ) | |||
Financing Activities | |||||||
Payments on Tax Receivable Agreement | ( | ) | ( | ) | |||
Repurchase of common stock | ( | ) | ( | ) | |||
Cash dividends paid to common stockholders | ( | ) | ( | ) | |||
Payments on borrowings from lenders | ( | ) | ( | ) | |||
Net (payments) receipts on the settlement of equity-based awards | ( | ) | |||||
Debt issuance and modification costs | ( | ) | |||||
Other financing activities | ( | ) | ( | ) | |||
Cash used in financing activities | ( | ) | ( | ) | |||
Cash Flows from Discontinued Operations | |||||||
Cash used in operating activities | ( | ) | ( | ) | |||
Cash used in discontinued operations | ( | ) | ( | ) | |||
Effect of exchange rate changes on cash and cash equivalents | |||||||
(Decrease) increase in cash and cash equivalents | ( | ) | |||||
Cash and cash equivalents at beginning of period | |||||||
Cash and cash equivalents at end of period | $ | $ |
Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid in Capital | Treasury Stock | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance at December 31, 2018 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
Comprehensive income | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||
Common stock dividends(1) | — | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||||
Repurchase of common stock | — | — | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||||||
Settlement of stock-based awards | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Balance at March 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
Comprehensive income | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||
Common stock dividends(1) | — | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||||
Repurchase of common stock | — | — | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||||||
Settlement of stock-based awards | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Dividends paid to non-controlling interest on subsidiary common stock | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||
Balance at June 30, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ |
Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||
Common Stock | Additional Paid in Capital | Treasury Stock | Retained Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||
Balance at December 31, 2017 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
Comprehensive income | — | — | — | — | — | |||||||||||||||||||||||||||||
Common stock dividends(1) | — | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||||
Settlement of stock-based awards | ( | ) | — | — | — | ( | ) | |||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Adoption of New Accounting Standards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Balance at March 31, 2018 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
Comprehensive income | — | — | — | — | — | ( | ) | |||||||||||||||||||||||||||
Common stock dividends(1) | — | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||||||
Repurchase of common stock | — | — | — | ( | ) | — | — | — | ( | ) | ||||||||||||||||||||||||
Settlement of stock-based awards | ( | ) | — | — | — | |||||||||||||||||||||||||||||
Stock-based compensation expense | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Dividends paid to non-controlling interest on subsidiary common stock | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||
Adoption of New Accounting Standards | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
Balance at June 30, 2018 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ |
Account | Consolidated Balance Sheet Location | June 30, 2019 | December 31, 2018 | |||||||
Contract assets and customer advances and discounts(1) | Prepaid expenses and other current assets / other assets, net | $ | $ | |||||||
Trade and unbilled receivables, net | Accounts receivable, net | |||||||||
Long-term trade unbilled receivables, net | Other assets, net | |||||||||
Contract liabilities | Deferred revenues / other noncurrent liabilities |
Three Months Ended | Six Months Ended | ||||||||||||
June 30, 2019 | June 30, 2018 | June 30, 2019 | June 30, 2018 | ||||||||||
Air | $ | $ | $ | $ | |||||||||
Lodging, Ground and Sea | |||||||||||||
Other | |||||||||||||
Total Travel Network | |||||||||||||
SabreSonic Passenger Reservation System | |||||||||||||
Commercial and Operations Solutions | |||||||||||||
Other | |||||||||||||
Total Airline Solutions | |||||||||||||
SynXis Software and Services | |||||||||||||
Other | |||||||||||||
Total Hospitality Solutions | |||||||||||||
Eliminations | ( | ) | ( | ) | ( | ) | ( | ) | |||||
Total Sabre Revenue | $ | $ | $ | $ |
Rate | Maturity | June 30, 2019 | December 31, 2018 | ||||||||
Senior secured credit facilities: | |||||||||||
Term Loan A | L + 2.00% | July 2022 | $ | $ | |||||||
Term Loan B | L + 2.00% | February 2024 | |||||||||
Revolver, $400 million | L + 2.00% | July 2022 | |||||||||
5.375% senior secured notes due 2023 | April 2023 | ||||||||||
5.25% senior secured notes due 2023 | November 2023 | ||||||||||
Finance lease obligations | |||||||||||
Face value of total debt outstanding | |||||||||||
Less current portion of debt outstanding | ( | ) | ( | ) | |||||||
Face value of long-term debt outstanding | $ | $ |
Outstanding Notional Amounts as of June 30, 2019 | |||||||||||
Buy Currency | Sell Currency | Foreign Amount | USD Amount | Average Contract Rate | |||||||
Polish Zloty | US Dollar | ||||||||||
Singapore Dollar | US Dollar | ||||||||||
British Pound Sterling | US Dollar | ||||||||||
Indian Rupee | US Dollar | ||||||||||
Australian Dollar | US Dollar | ||||||||||
Swedish Krona | US Dollar | ||||||||||
Brazilian Real | US Dollar |
Outstanding Notional Amounts as of December 31, 2018 | |||||||||||
Buy Currency | Sell Currency | Foreign Amount | USD Amount | Average Contract Rate | |||||||
Polish Zloty | US Dollar | ||||||||||
Singapore Dollar | US Dollar | ||||||||||
British Pound Sterling | US Dollar | ||||||||||
Indian Rupee | US Dollar | ||||||||||
Australian Dollar | US Dollar | ||||||||||
Swedish Krona | US Dollar | ||||||||||
Brazilian Real | US Dollar |
Notional Amount | Interest Rate Received | Interest Rate Paid | Effective Date | Maturity Date | ||||
Designated as Hedging Instrument | ||||||||
$ | 1 month LIBOR(2) | December 29, 2017 | December 31, 2018 | |||||
$ | 1 month LIBOR(2) | December 31, 2018 | December 31, 2019 | |||||
$ | 1 month LIBOR(2) | December 31, 2019 | December 31, 2020 | |||||
$ | 1 month LIBOR(2) | December 31, 2020 | December 31, 2021 | |||||
Not Designated as Hedging Instrument(1) | ||||||||
$ | 1 month LIBOR(3) | December 29, 2017 | December 31, 2018 | |||||
$ | 1 month LIBOR | December 29, 2017 | December 31, 2018 |
(1) | Subject to a |
(2) | Subject to a |
(3) | As of February 22, 2017. |
Derivative Assets (Liabilities) | ||||||||||
Fair Value as of | ||||||||||
Derivatives Designated as Hedging Instruments | Consolidated Balance Sheet Location | June 30, 2019 | December 31, 2018 | |||||||
Foreign exchange contracts | Prepaid expenses and other current assets | $ | $ | |||||||
Foreign exchange contracts | Other accrued liabilities | ( | ) | |||||||
Interest rate swaps | Prepaid expenses and other current assets | |||||||||
Interest rate swaps | Other assets, net | |||||||||
Interest rate swaps | Other accrued liabilities | ( | ) | |||||||
Interest rate swaps | Other noncurrent liabilities | ( | ) | |||||||
$ | ( | ) | $ | ( | ) |
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
Derivatives in Cash Flow Hedging Relationships | 2019 | 2018 | 2019 | 2018 | ||||||||||||
Foreign exchange contracts | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
Interest rate swaps | ( | ) | ( | ) | ||||||||||||
Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ |
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | ||||||||||||||||||
Derivatives in Cash Flow Hedging Relationships | Income Statement Location | Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2019 | 2018 | 2019 | 2018 | |||||||||||||||
Foreign exchange contracts | Cost of revenue | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||
Interest rate swaps | Interest expense, net | ( | ) | ( | ) | |||||||||||||
Total | $ | $ | $ | $ | ( | ) |
Fair Value at Reporting Date Using | |||||||||||||||
June 30, 2019 | Level 1 | Level 2 | Level 3 | ||||||||||||
Derivatives: | |||||||||||||||
Foreign currency forward contracts | $ | $ | $ | $ | |||||||||||
Interest rate swap contracts | ( | ) | ( | ) | |||||||||||
Total | $ | ( | ) | $ | $ | ( | ) | $ |
Fair Value at Reporting Date Using | |||||||||||||||
December 31, 2018 | Level 1 | Level 2 | Level 3 | ||||||||||||
Derivatives: | |||||||||||||||
Foreign currency forward contracts | $ | ( | ) | $ | $ | ( | ) | $ | |||||||
Interest rate swap contracts | |||||||||||||||
Total | $ | ( | ) | $ | $ | ( | ) | $ |
Fair Value at | Carrying Value at (1) | |||||||||||||||
Financial Instrument | June 30, 2019 | December 31, 2018 | June 30, 2019 | December 31, 2018 | ||||||||||||
Term Loan A | $ | $ | $ | $ | ||||||||||||
Term Loan B | ||||||||||||||||
Revolver, $400 million | ||||||||||||||||
5.375% Senior secured notes due 2023 | ||||||||||||||||
5.25% Senior secured notes due 2023 |
June 30, 2019 | December 31, 2018 | ||||||
Defined benefit pension and other post retirement benefit plans | $ | ( | ) | $ | ( | ) | |
Unrealized foreign currency translation gain | |||||||
Unrealized loss on foreign currency forward contracts and interest rate swaps | ( | ) | ( | ) | |||
Total accumulated other comprehensive loss, net of tax | $ | ( | ) | $ | ( | ) |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Numerator: | |||||||||||||||
Income from continuing operations | $ | $ | $ | $ | |||||||||||
Less: Net income attributable to noncontrolling interests | |||||||||||||||
Net income from continuing operations available to common stockholders, basic and diluted | $ | $ | $ | $ | |||||||||||
Denominator: | |||||||||||||||
Basic weighted-average common shares outstanding | |||||||||||||||
Add: Dilutive effect of stock options and restricted stock awards | |||||||||||||||
Diluted weighted-average common shares outstanding | |||||||||||||||
Earnings per share from continuing operations: | |||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||
Diluted | $ | $ | $ | $ |
Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | ||||||
Operating lease cost | $ | $ | |||||
Finance lease cost: | |||||||
Amortization of right-of-use assets | $ | $ | |||||
Interest on lease liabilities | |||||||
Total finance lease cost | $ | $ |
Six Months Ended June 30, 2019 | |||
Supplemental Cash Flow Information | |||
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows used in operating leases | $ | ||
Operating cash flows used in finance leases | |||
Financing cash flows used in finance leases | |||
Right-of-use assets obtained in exchange for lease obligations: | |||
Operating leases | |||
Finance leases |
June 30, 2019 | |||
Operating Leases | |||
Operating lease right-of-use assets | $ | ||
Other accrued liabilities | |||
Other noncurrent liabilities | |||
Total operating lease liabilities | $ | ||
Finance Leases | |||
Property and equipment | $ | ||
Accumulated depreciation | ( | ) | |
Property and equipment, net | $ | ||
Other accrued liabilities | $ | ||
Other noncurrent liabilities | |||
Total finance lease liabilities | $ |
June 30, 2019 | ||
Weighted Average Remaining Lease Term (in years) | ||
Operating leases | ||
Finance leases | ||
Weighted Average Discount Rate | ||
Operating leases | % | |
Finance leases | % |
Year Ending December 31, | Operating Leases | Finance Leases | |||||
2019 | $ | $ | |||||
2020 | |||||||
2021 | |||||||
2022 | |||||||
2023 | |||||||
Thereafter | |||||||
Total | |||||||
Imputed Interest | ( | ) | ( | ) | |||
Total | $ | $ |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | |||||||||||||||
Travel Network | $ | $ | $ | $ | |||||||||||
Airline Solutions | |||||||||||||||
Hospitality Solutions | |||||||||||||||
Eliminations | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Total revenue | $ | $ | $ | $ | |||||||||||
Adjusted Gross Profit(a) | |||||||||||||||
Travel Network | $ | $ | $ | $ | |||||||||||
Airline Solutions | |||||||||||||||
Hospitality Solutions | |||||||||||||||
Corporate | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Total | $ | $ | $ | $ | |||||||||||
Adjusted Operating Income(b) | |||||||||||||||
Travel Network | $ | $ | $ | $ | |||||||||||
Airline Solutions | |||||||||||||||
Hospitality Solutions | ( | ) | ( | ) | |||||||||||
Corporate | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Total | $ | $ | $ | $ | |||||||||||
Adjusted EBITDA(c) | |||||||||||||||
Travel Network | $ | $ | $ | $ | |||||||||||
Airline Solutions | |||||||||||||||
Hospitality Solutions | |||||||||||||||
Total segments | |||||||||||||||
Corporate | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Total | $ | $ | $ | $ | |||||||||||
Depreciation and amortization | |||||||||||||||
Travel Network | $ | $ | $ | $ | |||||||||||
Airline Solutions | |||||||||||||||
Hospitality Solutions | |||||||||||||||
Total segments | |||||||||||||||
Corporate | |||||||||||||||
Total | $ | $ | $ | $ | |||||||||||
Capital Expenditures | |||||||||||||||
Travel Network | $ | $ | $ | $ | |||||||||||
Airline Solutions | |||||||||||||||
Hospitality Solutions | |||||||||||||||
Total segments | |||||||||||||||
Corporate | |||||||||||||||
Total | $ | $ | $ | $ |
(a) | The following table sets forth the reconciliation of Adjusted Gross Profit to operating income in our statement of operations (in thousands): |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Adjusted Gross Profit | $ | $ | $ | $ | |||||||||||
Less adjustments: | |||||||||||||||
Selling, general and administrative | |||||||||||||||
Cost of revenue adjustments: | |||||||||||||||
Depreciation and amortization(1) | |||||||||||||||
Amortization of upfront incentive consideration(2) | |||||||||||||||
Stock-based compensation | |||||||||||||||
Operating income | $ | $ | $ | $ |
(b) | The following table sets forth the reconciliation of Adjusted Operating Income to operating income in our statement of operations (in thousands): |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Adjusted Operating Income | $ | $ | $ | $ | |||||||||||
Less adjustments: | |||||||||||||||
Joint venture equity income | |||||||||||||||
Acquisition-related amortization(1c) | |||||||||||||||
Acquisition-related costs(5) | |||||||||||||||
Litigation costs, net(4) | |||||||||||||||
Stock-based compensation | |||||||||||||||
Operating income | $ | $ | $ | $ |
(c) | The following table sets forth the reconciliation of Adjusted EBITDA to income from continuing operations in our statement of operations (in thousands): |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Adjusted EBITDA | $ | $ | $ | $ | |||||||||||
Less adjustments: | |||||||||||||||
Depreciation and amortization of property and equipment(1a) | |||||||||||||||
Amortization of capitalized implementation costs(1b) | |||||||||||||||
Acquisition-related amortization(1c) | |||||||||||||||
Amortization of upfront incentive consideration(2) | |||||||||||||||
Interest expense, net | |||||||||||||||
Loss on extinguishment of debt | |||||||||||||||
Other, net(3) | |||||||||||||||
Acquisition-related costs (5) | |||||||||||||||
Litigation costs, net(4) | |||||||||||||||
Stock-based compensation | |||||||||||||||
Provision for income taxes | |||||||||||||||
Income from continuing operations | $ | $ | $ | $ |
(1) | Depreciation and amortization expenses: |
a. | Depreciation and amortization of property and equipment includes software developed for internal use. |
b. | Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model, as well as amortization of contract acquisition costs. |
c. | Acquisition-related amortization represents amortization of intangible assets resulting from purchase accounting. |
(2) | Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification |
(3) | Other, net primarily includes foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. |
(5) | Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix Inc. ("Farelogix"). |
ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | % Change | 2019 | 2018 | % Change | ||||||||||
Travel Network | |||||||||||||||
Direct Billable Bookings - Air | 124,605 | 122,864 | 1.4% | 263,166 | 257,515 | 2.2% | |||||||||
Direct Billable Bookings - LGS | 17,520 | 17,953 | (2.4)% | 33,896 | 34,134 | (0.7)% | |||||||||
Total Direct Billable Bookings | 142,125 | 140,817 | 0.9% | 297,062 | 291,649 | 1.9% | |||||||||
Airline Solutions Passengers Boarded | 180,386 | 195,699 | (7.8)% | 366,563 | 370,342 | (1.0)% | |||||||||
Hospitality Solutions Central Reservation System Transactions | 28,890 | 22,555 | 28.1% | 51,914 | 39,519 | 31.4% |
• | 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 Gross Profit and Adjusted EBITDA do not reflect cash requirements for such replacements; |
• | Adjusted Operating Income (Loss), Adjusted Net Income 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 Gross Profit, Adjusted Operating Income (Loss), Adjusted Net Income, Adjusted EBITDA or Free Cash Flow differently, which reduces their usefulness as comparative measures. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income attributable to common stockholders | $ | 27,838 | $ | 92,246 | $ | 84,688 | $ | 180,126 | |||||||
(Income) loss from discontinued operations, net of tax | (1,350 | ) | (760 | ) | 102 | 447 | |||||||||
Net income attributable to noncontrolling interests(1) | 1,606 | 1,079 | 2,518 | 2,441 | |||||||||||
Income from continuing operations | 28,094 | 92,565 | 87,308 | 183,014 | |||||||||||
Adjustments: | |||||||||||||||
Acquisition-related amortization(2a) | 16,011 | 17,588 | 31,995 | 35,178 | |||||||||||
Loss on extinguishment of debt | — | — | — | 633 | |||||||||||
Other, net(4) | 2,479 | 7,735 | 4,349 | 8,841 | |||||||||||
Acquisition-related costs(6) | 8,935 | — | 20,641 | — | |||||||||||
Litigation costs(5) | 1,386 | 1,020 | 2,824 | 1,848 | |||||||||||
Stock-based compensation | 18,295 | 13,594 | 33,989 | 26,200 | |||||||||||
Tax impact of net income adjustments(7) | (7,746 | ) | (30,159 | ) | (19,453 | ) | (32,161 | ) | |||||||
Adjusted Net Income from continuing operations | $ | 67,454 | $ | 102,343 | $ | 161,653 | $ | 223,553 | |||||||
Adjusted Net Income from continuing operations per share | $ | 0.24 | $ | 0.37 | $ | 0.58 | $ | 0.81 | |||||||
Diluted weighted-average common shares outstanding | 275,483 | 277,180 | 276,596 | 276,565 | |||||||||||
Adjusted Net Income from continuing operations | $ | 67,454 | $ | 102,343 | $ | 161,653 | $ | 223,553 | |||||||
Adjustments: | |||||||||||||||
Depreciation and amortization of property and equipment(2b) | 79,209 | 74,960 | 154,557 | 149,423 | |||||||||||
Amortization of capitalized implementation costs(2c) | 9,627 | 10,395 | 21,738 | 20,218 | |||||||||||
Amortization of upfront incentive consideration(3) | 19,846 | 19,661 | 38,974 | 39,117 | |||||||||||
Interest expense, net | 39,608 | 39,409 | 77,621 | 77,518 | |||||||||||
Remaining provision for income taxes | 19,891 | 30,234 | 43,441 | 68,511 | |||||||||||
Adjusted EBITDA | $ | 235,635 | $ | 277,002 | $ | 497,984 | $ | 578,340 | |||||||
Less: | |||||||||||||||
Depreciation and amortization(2) | 104,847 | 102,943 | 208,290 | 204,819 | |||||||||||
Amortization of upfront incentive consideration(3) | 19,846 | 19,661 | 38,974 | 39,117 | |||||||||||
Acquisition-related amortization(2a) | (16,011 | ) | (17,588 | ) | (31,995 | ) | (35,178 | ) | |||||||
Adjusted Operating Income | $ | 126,953 | $ | 171,986 | $ | 282,715 | $ | 369,582 |
Three Months Ended June 30, 2019 | |||||||||||||||||||
Travel Network | Airline Solutions | Hospitality Solutions | Corporate | Total | |||||||||||||||
Operating income (loss) | $ | 159,384 | $ | 22,660 | $ | (5,746 | ) | $ | (94,385 | ) | $ | 81,913 | |||||||
Add back: | |||||||||||||||||||
Selling, general and administrative | 45,482 | 22,442 | 10,171 | 76,610 | 154,705 | ||||||||||||||
Cost of revenue adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 27,581 | 40,699 | 12,342 | 5,971 | 86,593 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 19,846 | — | — | — | 19,846 | ||||||||||||||
Stock-based compensation | — | — | — | 7,381 | 7,381 | ||||||||||||||
Adjusted Gross Profit | 252,293 | 85,801 | 16,767 | (4,423 | ) | 350,438 | |||||||||||||
Selling, general and administrative | (45,482 | ) | (22,442 | ) | (10,171 | ) | (76,610 | ) | (154,705 | ) | |||||||||
Joint venture equity income | 413 | — | — | — | 413 | ||||||||||||||
Selling, general and administrative adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 3,140 | 2,586 | 1,278 | 11,250 | 18,254 | ||||||||||||||
Acquisition-related costs(6) | — | — | — | 8,935 | 8,935 | ||||||||||||||
Litigation costs(5) | — | — | — | 1,386 | 1,386 | ||||||||||||||
Stock-based compensation | — | — | — | 10,914 | 10,914 | ||||||||||||||
Adjusted EBITDA | 210,364 | 65,945 | 7,874 | (48,548 | ) | 235,635 | |||||||||||||
Less: | |||||||||||||||||||
Depreciation and amortization(2) | 30,721 | 43,285 | 13,620 | 17,221 | 104,847 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 19,846 | — | — | — | 19,846 | ||||||||||||||
Acquisition-related amortization(2a) | — | — | — | (16,011 | ) | (16,011 | ) | ||||||||||||
Adjusted Operating Income (Loss) | $ | 159,797 | $ | 22,660 | $ | (5,746 | ) | $ | (49,758 | ) | $ | 126,953 |
Three Months Ended June 30, 2018 | |||||||||||||||||||
Travel Network | Airline Solutions | Hospitality Solutions | Corporate | Total | |||||||||||||||
Operating income (loss) | $ | 195,052 | $ | 22,813 | $ | 1,964 | $ | (80,996 | ) | $ | 138,833 | ||||||||
Add back: | |||||||||||||||||||
Selling, general and administrative | 35,467 | 18,568 | 8,043 | 61,706 | 123,784 | ||||||||||||||
Cost of revenue adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 25,560 | 42,879 | 8,646 | 7,928 | 85,013 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 19,661 | — | — | — | 19,661 | ||||||||||||||
Stock-based compensation | — | — | — | 6,387 | 6,387 | ||||||||||||||
Adjusted Gross Profit | 275,740 | 84,260 | 18,653 | (4,975 | ) | 373,678 | |||||||||||||
Selling, general and administrative | (35,467 | ) | (18,568 | ) | (8,043 | ) | (61,706 | ) | (123,784 | ) | |||||||||
Joint venture equity income | 951 | — | — | — | 951 | ||||||||||||||
Selling, general and administrative adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 2,875 | 3,424 | 344 | 11,287 | 17,930 | ||||||||||||||
Litigation costs(5) | — | — | — | 1,020 | 1,020 | ||||||||||||||
Stock-based compensation | — | — | — | 7,207 | 7,207 | ||||||||||||||
Adjusted EBITDA | 244,099 | 69,116 | 10,954 | (47,167 | ) | 277,002 | |||||||||||||
Less: | |||||||||||||||||||
Depreciation and amortization(2) | 28,435 | 46,303 | 8,990 | 19,215 | 102,943 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 19,661 | — | — | — | 19,661 | ||||||||||||||
Acquisition-related amortization(2a) | — | — | — | (17,588 | ) | (17,588 | ) | ||||||||||||
Adjusted Operating Income (Loss) | $ | 196,003 | $ | 22,813 | $ | 1,964 | $ | (48,794 | ) | $ | 171,986 |
Six Months Ended June 30, 2019 | |||||||||||||||||||
Travel Network | Airline Solutions | Hospitality Solutions | Corporate | Total | |||||||||||||||
Operating income (loss) | $ | 352,023 | $ | 38,084 | $ | (11,463 | ) | $ | (186,324 | ) | $ | 192,320 | |||||||
Add back: | |||||||||||||||||||
Selling, general and administrative | 88,942 | 45,119 | 20,131 | 151,904 | 306,096 | ||||||||||||||
Cost of revenue adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 55,034 | 80,729 | 23,809 | 11,941 | 171,513 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 38,974 | — | — | — | 38,974 | ||||||||||||||
Stock-based compensation | — | — | — | 14,625 | 14,625 | ||||||||||||||
Adjusted Gross Profit | 534,973 | 163,932 | 32,477 | (7,854 | ) | 723,528 | |||||||||||||
Selling, general and administrative | (88,942 | ) | (45,119 | ) | (20,131 | ) | (151,904 | ) | (306,096 | ) | |||||||||
Joint venture equity income | 946 | — | — | — | 946 | ||||||||||||||
Selling, general and administrative adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 6,242 | 5,526 | 2,533 | 22,476 | 36,777 | ||||||||||||||
Acquisition-related costs(6) | — | — | — | 20,641 | 20,641 | ||||||||||||||
Litigation costs(5) | — | — | — | 2,824 | 2,824 | ||||||||||||||
Stock-based compensation | — | — | — | 19,364 | 19,364 | ||||||||||||||
Adjusted EBITDA | 453,219 | 124,339 | 14,879 | (94,453 | ) | 497,984 | |||||||||||||
Less: | |||||||||||||||||||
Depreciation and amortization(2) | 61,276 | 86,255 | 26,342 | 34,417 | 208,290 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 38,974 | — | — | — | 38,974 | ||||||||||||||
Acquisition-related amortization(2a) | — | — | — | (31,995 | ) | (31,995 | ) | ||||||||||||
Adjusted Operating Income (Loss) | $ | 352,969 | $ | 38,084 | $ | (11,463 | ) | $ | (96,875 | ) | $ | 282,715 |
Six Months Ended June 30, 2018 | |||||||||||||||||||
Travel Network | Airline Solutions | Hospitality Solutions | Corporate | Total | |||||||||||||||
Operating income (loss) | $ | 405,725 | $ | 53,525 | $ | 4,101 | $ | (159,117 | ) | $ | 304,234 | ||||||||
Add back: | |||||||||||||||||||
Selling, general and administrative | 75,972 | 36,784 | 17,459 | 123,680 | 253,895 | ||||||||||||||
Cost of revenue adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 52,942 | 83,714 | 17,336 | 14,947 | 168,939 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 39,117 | — | — | — | 39,117 | ||||||||||||||
Stock-based compensation | — | — | — | 12,072 | 12,072 | ||||||||||||||
Adjusted Gross Profit | 573,756 | 174,023 | 38,896 | (8,418 | ) | 778,257 | |||||||||||||
Selling, general and administrative | (75,972 | ) | (36,784 | ) | (17,459 | ) | (123,680 | ) | (253,895 | ) | |||||||||
Joint venture equity income | 2,122 | — | — | — | 2,122 | ||||||||||||||
Selling, general and administrative adjustments: | |||||||||||||||||||
Depreciation and amortization(2) | 5,780 | 6,296 | 1,276 | 22,528 | 35,880 | ||||||||||||||
Litigation costs(5) | — | — | — | 1,848 | 1,848 | ||||||||||||||
Stock-based compensation | — | — | — | 14,128 | 14,128 | ||||||||||||||
Adjusted EBITDA | 505,686 | 143,535 | 22,713 | (93,594 | ) | 578,340 | |||||||||||||
Less: | |||||||||||||||||||
Depreciation and amortization(2) | 58,722 | 90,010 | 18,612 | 37,475 | 204,819 | ||||||||||||||
Amortization of upfront incentive consideration(3) | 39,117 | — | — | — | 39,117 | ||||||||||||||
Acquisition-related amortization(2a) | — | — | — | (35,178 | ) | (35,178 | ) | ||||||||||||
Adjusted Operating Income (Loss) | $ | 407,847 | $ | 53,525 | $ | 4,101 | $ | (95,891 | ) | $ | 369,582 |
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
Cash provided by operating activities | $ | 257,661 | $ | 341,839 | |||
Cash used in investing activities | (76,163 | ) | (131,886 | ) | |||
Cash used in financing activities | (292,975 | ) | (201,525 | ) |
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
Cash provided by operating activities | $ | 257,661 | $ | 341,839 | |||
Additions to property and equipment | (67,196 | ) | (131,886 | ) | |||
Free Cash Flow | $ | 190,465 | $ | 209,953 |
(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) Abacus International Lanka Pte Ltd of 40%, and (iv) Sabre Bulgaria of 40%. |
(2) | Depreciation and amortization expenses: |
a. | Acquisition-related amortization represents amortization of intangible assets resulting from purchase accounting. |
b. | Depreciation and amortization of property and equipment includes software developed for internal use. |
c. | Amortization of capitalized implementation costs represents amortization of upfront costs to implement new customer contracts under our SaaS and hosted revenue model, as well as amortization of contract acquisition costs. |
(3) | Our Travel Network business at times provides upfront incentive consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three to ten years. This consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. These service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided up front. These service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met. |
(4) | Other, net primarily includes foreign exchange gains and losses related to the remeasurement of foreign currency denominated balances included in our consolidated balance sheets into the relevant functional currency. |
(5) | Litigation costs, net represent charges associated with antitrust litigation. See Note 10. Contingencies, to our consolidated financial statements. |
(6) | Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix. |
(7) | The tax impact on net income 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 and other items. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(Amounts in thousands) | |||||||||||||||
Revenue | $ | 1,000,006 | $ | 984,376 | $ | 2,049,367 | $ | 1,972,745 | |||||||
Cost of revenue | 763,388 | 721,759 | 1,550,951 | 1,414,616 | |||||||||||
Selling, general and administrative | 154,705 | 123,784 | 306,096 | 253,895 | |||||||||||
Operating income | 81,913 | 138,833 | 192,320 | 304,234 | |||||||||||
Interest expense, net | (39,608 | ) | (39,409 | ) | (77,621 | ) | (77,518 | ) | |||||||
Loss on extinguishment of debt | — | — | — | (633 | ) | ||||||||||
Joint venture equity income | 413 | 951 | 946 | 2,122 | |||||||||||
Other expense, net | (2,479 | ) | (7,735 | ) | (4,349 | ) | (8,841 | ) | |||||||
Income from continuing operations before income taxes | 40,239 | 92,640 | 111,296 | 219,364 | |||||||||||
Provision for income taxes | 12,145 | 75 | 23,988 | 36,350 | |||||||||||
Income from continuing operations | $ | 28,094 | $ | 92,565 | $ | 87,308 | $ | 183,014 |
Three Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Travel Network | $ | 724,632 | $ | 719,685 | $ | 4,947 | 1 | % | ||||||
Airline Solutions | 211,833 | 204,822 | 7,011 | 3 | % | |||||||||
Hospitality Solutions | 73,876 | 68,314 | 5,562 | 8 | % | |||||||||
Total segment revenue | 1,010,341 | 992,821 | 17,520 | 2 | % | |||||||||
Eliminations | (10,335 | ) | (8,445 | ) | (1,890 | ) | (22 | )% | ||||||
Total revenue | $ | 1,000,006 | $ | 984,376 | $ | 15,630 | 2 | % |
• | an $11 million increase in AirVision and AirCentre commercial and operations solutions revenue driven by license fee revenue from new implementations recognized upon delivery to the customer; and |
• | a $4 million decrease in SabreSonic Passenger Reservation System revenue for the three months ended June 30, 2019 compared to the same period in the prior year. Passengers Boarded decreased by 8% to 180 million for the three months ended June 30, 2019 driven by the demigration of customers of Pakistan International Airlines in September 2018, and Philippine Airlines in March 2019, as well as the impact of Jet Airways' insolvency and the impact of the 737 Max incident on a particular customer. |
Three Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Travel Network | $ | 472,338 | $ | 443,946 | $ | 28,392 | 6 | % | ||||||
Airline Solutions | 126,031 | 120,563 | 5,468 | 5 | % | |||||||||
Hospitality Solutions | 57,109 | 49,660 | 7,449 | 15 | % | |||||||||
Eliminations | (10,321 | ) | (8,446 | ) | (1,875 | ) | (22 | )% | ||||||
Total segment cost of revenue | 645,157 | 605,723 | 39,434 | 7 | % | |||||||||
Corporate | 11,795 | 11,362 | 433 | 4 | % | |||||||||
Depreciation and amortization | 86,590 | 85,013 | 1,577 | 2 | % | |||||||||
Amortization of upfront incentive consideration | 19,846 | 19,661 | 185 | 1 | % | |||||||||
Total cost of revenue | $ | 763,388 | $ | 721,759 | $ | 41,629 | 6 | % |
Three Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Selling, general and administrative | $ | 154,705 | $ | 123,784 | $ | 30,921 | 25 | % |
Three Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Other expense, net | $ | 2,479 | $ | 7,735 | $ | (5,256 | ) | (68 | )% |
Three Months Ended June 30, | |||||||||||||
2019 | 2018 | Change | |||||||||||
(Amounts in thousands) | |||||||||||||
Provision (benefit) for income taxes | $ | 12,145 | $ | 75 | $ | 12,070 | ** |
Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Travel Network | $ | 1,498,600 | $ | 1,440,821 | $ | 57,779 | 4 | % | ||||||
Airline Solutions | 424,760 | 411,425 | 13,335 | 3 | % | |||||||||
Hospitality Solutions | 146,707 | 136,442 | 10,265 | 8 | % | |||||||||
Total segment revenue | 2,070,067 | 1,988,688 | 81,379 | 4 | % | |||||||||
Eliminations | (20,700 | ) | (15,943 | ) | (4,757 | ) | (30 | )% | ||||||
Total revenue | $ | 2,049,367 | $ | 1,972,745 | $ | 76,622 | 4 | % |
• | a $9 million increase in AirVision and AirCentre commercial and operations solutions revenue driven by license fee revenue from new implementations recognized upon delivery to the customer; and |
• | a $3 million increase in SabreSonic Passenger Reservation System revenue for the six months ended June 30, 2019 compared to the same period in the prior year. Passengers Boarded decreased by 1% to 367 million for the six months ended June 30, 2019 driven by a decrease due to the demigration of customers Pakistan International Airlines in September 2018, and Philippine Airlines in March 2019, the insolvency of Jet Airways, and the impact of the 737 Max incident on a particular customer, offset by the full implementation of LATAM Airlines Group S.A. Brasil in the second quarter of 2018. |
Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Travel Network | $ | 963,627 | $ | 867,066 | $ | 96,561 | 11 | % | ||||||
Airline Solutions | 260,827 | 237,402 | 23,425 | 10 | % | |||||||||
Hospitality Solutions | 114,230 | 97,546 | 16,684 | 17 | % | |||||||||
Eliminations | (20,687 | ) | (15,944 | ) | (4,743 | ) | (30 | )% | ||||||
Total segment cost of revenue | 1,317,997 | 1,186,070 | 131,927 | 11 | % | |||||||||
Corporate | 22,470 | 20,490 | 1,980 | 10 | % | |||||||||
Depreciation and amortization | 171,510 | 168,939 | 2,571 | 2 | % | |||||||||
Amortization of upfront incentive consideration | 38,974 | 39,117 | (143 | ) | — | % | ||||||||
Total cost of revenue | $ | 1,550,951 | $ | 1,414,616 | $ | 136,335 | 10 | % |
Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Selling, general and administrative | $ | 306,096 | $ | 253,895 | $ | 52,201 | 21 | % |
Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Other expense, net | $ | 4,349 | $ | 8,841 | $ | (4,492 | ) | (51 | )% |
Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | Change | ||||||||||||
(Amounts in thousands) | ||||||||||||||
Provision for income taxes | $ | 23,988 | $ | 36,350 | $ | (12,362 | ) | (34 | )% |
June 30, 2019 | December 31, 2018 | ||||||
Cash and cash equivalents | $ | 396,848 | $ | 509,265 | |||
Available balance under the Revolver | 388,137 | 385,335 | |||||
Reductions to the Revolver: | |||||||
Revolver outstanding balance | — | — | |||||
Outstanding letters of credit | 11,863 | 14,665 |
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
(Amounts in thousands) | |||||||
Cash provided by operating activities | $ | 257,661 | $ | 341,839 | |||
Cash used in investing activities | (76,163 | ) | (131,886 | ) | |||
Cash used in financing activities | (292,975 | ) | (201,525 | ) | |||
Cash used in discontinued operations | (1,196 | ) | (3,064 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | 256 | 3,258 | |||||
(Decrease) increase in cash and cash equivalents | $ | (112,417 | ) | $ | 8,622 |
• | annual payment on the TRA liability for $101 million, excluding interest; |
• | repurchase of 3,673,768 shares of our common stock outstanding totaling $78 million; |
• | payment of $77 million in dividends on our common stock; |
• | payment of $24 million on our Term Loan A and Term Loan B; |
• | net payments of $7 million from the settlement of employee stock-based awards, including $5 million in proceeds from the exercise of employee stock options, net of payments for $12 million in income tax withholdings associated with the settlement of employee stock-based awards. |
• | payment of $77 million in dividends on our common stock; |
• | second annual payment on the TRA liability for $59 million, excluding interest; |
• | payment of $24 million on our Term Loan A and Term B and $2 million in debt issuance and modification costs; |
• | repurchase of 1,075,255 shares of our common stock outstanding totaling $26 million; and |
• | net receipts of $2 million from the settlement of employee stock-option awards, including payments of $9 million in income tax withholdings associated with the settlement of employee restricted-stock awards. |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
ITEM 4. | CONTROLS AND PROCEDURES |
ITEM 1. | LEGAL PROCEEDINGS |
ITEM 1A. | RISK FACTORS |
• | general and local economic conditions; |
• | 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; |
• | factors that affect demand for travel such as outbreaks of contagious diseases, including influenza, Zika, Ebola and the MERS virus, increases in fuel prices, government shutdowns, changing attitudes towards the environmental costs of travel and safety concerns; |
• | political events like acts or threats of terrorism, hostilities, and war; |
• | inclement weather, natural or man-made disasters; and |
• | 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. |
• | the features of the implemented software may not meet the expectations or fit the business model of the customer; |
• | our limited pool of trained experts for implementations cannot quickly and easily be augmented for complex implementation projects, such that resources issues, if not planned and managed effectively, could lead to costly project delays; |
• | customer-specific factors, such as the stability, functionality, interconnection and scalability of the customer’s pre-existing information technology infrastructure, as well as financial or other circumstances could destabilize, delay or prevent the completion of the implementation process, which, for airline reservations systems, typically takes 12 to 18 months; and |
• | customers and their partners may not fully or timely perform the actions required to be performed by them to ensure successful implementation, including measures we recommend to safeguard against technical and business risks. |
• | Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems. For example, in 2013, we experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers. This outage, which affected both our Travel Network business and our Airline Solutions business, lasted several hours and caused significant problems for our customers. Any such future outages could cause damage to our reputation, customer loss and require us to pay compensation to affected customers for which we may not be indemnified or compensated. |
• | Our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis. For example, our substantial dependence on DXC for 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. |
• | business, political and economic instability in foreign locations, including actual or threatened terrorist activities, and military action; |
• | adverse laws and regulatory requirements, including more comprehensive regulation in the E.U. and the possible effects of the Brexit vote; |
• | changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies; |
• | difficulty in developing, managing and staffing international operations because of distance, language and cultural differences; |
• | disruptions to or delays in the development of communication and transportation services and infrastructure; |
• | more restrictive data privacy requirements, including the GDPR; |
• | consumer attitudes, including the preference of customers for local providers; |
• | 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; |
• | export or trade restrictions or currency controls; |
• | governmental policies or actions, such as consumer, labor and trade protection measures and travel restrictions; |
• | taxes, restrictions on foreign investment and limits on the repatriation of funds; |
• | diminished ability to legally enforce our contractual rights; and |
• | decreased protection for intellectual property. |
• | While we take reasonable steps to protect our brands and trademarks, we may not be successful in maintaining or defending our brands or preventing third parties from adopting similar brands. If our competitors infringe our principal trademarks, our brands may become diluted or if our competitors introduce brands or products that cause confusion with our brands or products in the marketplace, the value that our consumers associate with our brands may become diminished, which could negatively impact revenue. |
• | Our patent applications may not be granted, and the patents we own could be challenged, invalidated, narrowed or circumvented by others and may not be of sufficient scope or strength to provide us with any meaningful protection or commercial advantage. Once our patents expire, or if they are invalidated, narrowed or circumvented, our competitors may be able to utilize the technology protected by our patents which may adversely affect our business. |
• | Although we rely on copyright laws to protect the works of authorship created by us, we do not generally register the copyrights in our copyrightable works where such registration is permitted. Copyrights of U.S. origin must be registered before the copyright owner may bring an infringement suit in the United States. Accordingly, if one of our unregistered copyrights of U.S. origin is infringed by a third party, we will need to register the copyright before we can file an infringement suit in the United States, and our remedies in any such infringement suit may be limited. |
• | We use reasonable efforts to protect our trade secrets. However, protecting trade secrets can be difficult and our efforts may provide inadequate protection to prevent unauthorized use, misappropriation, or disclosure of our trade secrets, know how, or other proprietary information. |
• | We also rely on our domain names to conduct our online businesses. While we use reasonable efforts to protect and maintain our domain names, if we fail to do so the domain names may become available to others. Further, the regulatory bodies that oversee domain name registration may change their regulations in a way that adversely affects our ability to register and use certain domain names. |
• | increased vulnerability to general adverse economic and industry conditions; |
• | 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; |
• | 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; |
• | limited ability 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; |
• | 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 |
• | a competitive disadvantage compared to our competitors that have less debt. |
• | re-measurement gains and losses from changes in the value of foreign denominated assets and liabilities; |
• | translation gains and losses on foreign subsidiary financial results that are translated into U.S. dollars, our functional currency, upon consolidation; |
• | planning risk related to changes in exchange rates between the time we prepare our annual and quarterly forecasts and when actual results occur; and |
• | the impact of relative exchange rate movements on cross-border travel, principally travel between Europe and the United States. |
• | incur liens on our property, assets and revenue; |
• | borrow money, and guarantee or provide other support for the indebtedness of third parties; |
• | pay dividends or make other distributions on, redeem or repurchase our capital stock; |
• | prepay, redeem or repurchase certain of our indebtedness; |
• | enter into certain change of control transactions; |
• | make investments in entities that we do not control, including joint ventures; |
• | enter into certain asset sale transactions, including divestiture of certain company assets and divestiture of capital stock of wholly-owned subsidiaries; |
• | enter into certain transactions with affiliates; |
• | enter into secured financing arrangements; |
• | enter into sale and leaseback transactions; |
• | change our fiscal year; and |
• | enter into substantially different lines of business. |
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Period 2019 | Total Number of Shares Purchased (1) | Average Price Paid Per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||||
April 1 to April 30 | 966,328 | $ | 21.82 | 966,328 | $ | 311,391,423 | ||||||||
May 1 to May 31 | 1,056,290 | 20.01 | 1,056,290 | 290,259,438 | ||||||||||
June 1 to June 30 | 159,629 | 20.53 | 159,629 | 286,981,875 | ||||||||||
Total | 2,182,247 | 2,182,247 |
(1) | Represents shares repurchased in open market transactions pursuant to the Share Repurchase Program. |
(2) | Share repurchases were made pursuant to our multi-year Share Repurchase Program authorized by our board of directors on February 6, 2017. This program was announced on February 7, 2017 and allows for the purchase of up to $500 million of outstanding shares of our common stock in privately negotiated transactions or in the open market, or otherwise. |
ITEM 6. | EXHIBITS |
Exhibit Number | Description of Exhibit | |
3.44 | Fourth Amended and Restated Certificate of Incorporation of Sabre Corporation (incorporated by reference to Exhibit 3.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019). | |
3.55 | Fifth Amended and Restated Bylaws of Sabre Corporation (incorporated by reference to Exhibit 3.2 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019). | |
10.73+ | Sabre Corporation 2019 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019). | |
10.74+ | Sabre Corporation 2019 Director Equity Compensation Plan (incorporated by reference to Exhibit 10.2 of Sabre Corporation’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2019). | |
10.75+* | ||
10.76+* | ||
10.77+* | ||
31.1* | ||
31.2* | ||
32.1* | ||
32.2* | ||
101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH* | Inline XBRL Taxonomy Extension Schema | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase | |
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase | |
104* | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
SABRE CORPORATION | ||||
(Registrant) | ||||
Date: | August 1, 2019 | By: | /s/ Douglas E. Barnett | |
Douglas E. Barnett | ||||
Executive Vice President and Chief Financial Officer | ||||
(principal financial officer of the registrant) |
1. | Grant of Options. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant a NON-QUALIFIED STOCK Option (the “Option”) with respect to ###NUMBER OF OPTIONS### shares of Common Stock of the Company. |
2. | Grant Date. The grant date of the Options is ###GRANT DATE### (the “Grant Date”). |
3. | Exercise Price; Exercisability. The exercise price of each share of Common Stock underlying the Option hereby granted is ###GRANT PRICE### (the “Exercise Price”). |
4. | Vesting of Options. The Option shall become vested and exercisable as follows: 25% shall vest on the one year anniversary of the grant date, and the remainder shall vest in equal installments of 6.25% at the end of each successive three month period following the one-year anniversary, until 100% of the Options are fully vested (each such date a “Vesting Date”); provided that the Participant remains continuously employed by the Company through each applicable Vesting Date except as provided in Sections 3(c) and 3(d) hereof. |
(a) | In the event the Participant’s Employment terminates for any reason other than in respect of a Qualifying Termination following a Change in Control, such unvested Options will be immediately forfeited as of such termination of Employment. |
(b) | In the event of a Qualifying Termination during the one-year period following a Change in Control, the Option shall immediately vest in full and become exercisable as of the date of such Qualifying Termination following a Change in Control. |
5. | Manner of Exercise. The Option shall be exercised by delivery of an electronic or physical written notice to the Secretary of the Company, or such other form as permitted by the Committee from time to time and communicated to the Participant (the “Exercise Notice”), which shall state the election to exercise the Option, specify the number of shares of Common Stock with respect to which the Option is being exercised, and such other representations and agreements as may be required by the Committee pursuant to the provisions of the Plan. The Exercise Notice shall include payment in cash for an amount equal to the Exercise Price multiplied by the number of shares of Common Stock specified in such Exercise Notice. Such payment may be made in (i) cash; or in the Committee’s sole discretion, (ii) shares of Common Stock (that the Participant has owned for at least one (1) year) having a Fair Market Value equal to the Exercise Price; (iii) a combination of cash and shares provided that such shares have been held by the Participant for at least one (1) year prior to such exercise; or (iv) through a broker assisted exercise, but only to the extent such right or the utilization of such right would not cause the Option to be subject to Section 409A of the Code and to the extent the use of net-physical settlement is permitted by, and is in compliance with applicable law. The partial exercise of the Option, alone, shall not cause the expiration, termination or cancellation of the remaining portion of the Option. |
6. | Expiration of Options. The Participant’s Option, or portion thereof, which has not become exercisable shall expire on the date the Participant’s Employment is terminated for any reason. The Participant’s Option(s), or any portion thereof, which have become exercisable on or before the date the Participant’s Employment is terminated (or that become exercisable as a result of such termination) shall expire on the earlier of (i) the commencement of business on the date the Participant’s Employment is terminated for Cause; (ii) ninety (90) days after the date the Participant’s Employment is terminated for any reason other than Cause, death or Disability; (iii) one year after the date the Participant’s Employment is terminated by reason of death or Disability; or (iv) the tenth (10th) anniversary of the Grant Date for such Option(s). All Options, whether vested or unvested, that have not sooner expired shall expire no later than the tenth (10th) anniversary of the Grant Date. |
7. | Rights as a Shareholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by or relating to the Options until the date of issuance to the Participant of a certificate or other evidence of ownership representing such shares of Common Stock in settlement thereof. For purposes of clarification, the Participant shall not have any voting or dividend rights with respect to the shares of Common Stock underlying the Options prior to the applicable Settlement Date. |
8. | Transferability. Subject to any exceptions set forth in the Plan, until such time as the Options are settled in accordance with Section 4, the Options or the rights represented thereby may not be sold, pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of the Participant to any party (other than the Company), or assigned or transferred by such Participant, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of the Options will be forfeited by the Participant and all of the Participant’s rights to such Options shall immediately terminate without any payment or consideration from the Company. |
9. | Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. |
10. | Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exericse of the Options, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends and/or dividend equivalent; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
11. | Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. No provision of this Agreement shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. |
12. | Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. |
13. | No Special Employment Rights; No Right to Award. Nothing contained in the Plan or any Award shall confer upon the Participant any right with respect to the continuation of his Employment by or service to the Company or the Employer or interfere in any way with the right of the Company or the Employer at any time to terminate such Employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the Options. The rights or opportunity granted to the Participant on the making of an Award shall not give the Participant any rights or additional rights to compensation or damages in consequence of either: (i) the Participant giving or receiving notice of termination of his or her office or Employment; (ii) the loss or termination of his or her office or Employment with the Company or its Subsidiaries or Affiliates for any reason whatsoever; or (iii) whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair. |
14. | Data Privacy. |
(a) | The Participant hereby acknowledges that he or she has been notified of the processing of the Participant’s personal data by or on behalf of the Company, the Employer and/or any Subsidiary or Affiliates as described in this Agreement and any other Award grant materials (the “Personal Data”) and, if employed by a European and/or UK affiliate of the Company, has received a Privacy Notice provided by or on behalf of the Employer explaining how his/her Personal Data has been collected and will be used including for the purposes of the grant of Awards. Where applicable for other Participants based outside Europe and/or the UK, the Participant hereby consents to the processing of his/her Personal Data as described in this Agreement and any other Award grant materials. As regards the processing of the Participant’s Personal Data in connection with the Plan and this Agreement, the Participant understands that the Company is the data controller of the Participant’s Personal Data (as defined under applicable European/UK data protection laws). |
(b) | Data Processing and Legal Basis. The Company collects, uses and otherwise processes Personal Data about the Participant for the purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Participant understands that this Personal Data may include, without limitation, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company or its Subsidiaries or Affiliates, details of all Awards or any other entitlement to shares of stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor. The legal basis for the processing of the Participant’s Personal Data is to comply with the Company’s contractual obligations to the Participant and also to comply with its legal obligations as set out in the Privacy Notice. Where applicable for Participants employed outside Europe/the UK, the Participants hereby consent to the use of the Personal Data for these purposes. |
(c) | Stock Plan Administration Service Providers. The Participant understands that the Company transfers the Participant’s Personal Data, or parts thereof, to Morgan Stanley Smith Barney (and its affiliated companies), an independent service provider based in the United States which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s Personal Data with such different service provider that serves the Company in a similar manner. The Participant understands and acknowledges that the Company’s service provider will open an account for the Participant to receive and trade shares of Common Stock acquired under the Plan and that the Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of the Participant’s ability to participate in the Plan. |
(d) | International Data Transfers. The Participant understands that the Company and, as of the date hereof, any third parties assisting in the implementation, administration and management of the Plan, such as the Company’s service providers, are based in the United States. If the Participant is located outside the United States, the Participant understands and acknowledges that the Participant’s country has enacted data privacy laws that are different from the laws of the United States. The Participant acknowledges that the Personal Data may be transferred to recipients in the member states of the European Economic Area, the UK and other countries that may not be deemed to have “adequate” data protection laws, such as the United States, which has less stringent data privacy laws and protections than those in the country of the Participant’s residence. Further, the Participant acknowledges and understands that the transfer of the Personal Data to the Company, or to any third parties, is necessary for the Participant’s participation in the Plan. The Company’s legal basis for the transfer of the Participant’s Personal Data is to comply with the Company’s contractual obligations to the Participant. |
(e) | Data Retention. The Participant understands that the Company will use the Participant’s Personal Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or to comply with legal or regulatory obligations, including under tax and securities laws. In the latter case, the Participant understands and acknowledges that the Company’s legal basis for the processing of the Participant’s Personal Data would be compliance with the relevant laws or regulations or the pursuant by the Company of respective legitimate interests not outweighed by the Participant’s interests, rights or freedoms. When the Company no longer needs the Participant’s Personal Data for any of the above purposes, the Participant understands the Company will remove it from its systems. |
(f) | Data Subject Rights. The Participant understands that data subject rights regarding the processing of Personal Data vary depending on the applicable law and that, depending on where the Participant is based and subject to the conditions set out in the applicable law, the Participant may have, without limitation, the rights to (i) inquire whether and what kind of Personal Data the Company holds about the Participant and how it is processed, and to access or request copies of such Personal Data, (ii) request the correction or supplementation of Personal Data about the Participant that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the erasure of Personal Data no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, processed for legitimate interests that, in the context of the Participant’s objection, do not prove to be compelling, or processed in non-compliance with applicable legal requirements, (iv) request the Company to restrict the processing of the Participant’s Personal Data in certain situations where the Participant feels its processing is inappropriate, (v) object, in certain circumstances, to the processing of Personal Data for legitimate interests, and to (vi) request portability of the Participant’s Personal Data that the Participant has actively or passively provided to the Company (which does not include data derived or inferred from the collected data), where the processing of such Personal Data is based on consent or the Participant’s employment and is carried out by automated means. The Participant further acknowledges that the exercise of such rights are subject to the limitations and exemptions under applicable data protection laws and that any request to restrict or delete the Personal Data may affect the Participant’s ability to exercise or realize benefits from the Award, and the Participant’s ability to participate in the Plan. In case of concerns, the Participant understands that the Participant may also have the right to lodge a complaint with the competent local data protection authority. To exercise these rights, the Participant may contact the Company’s Data Privacy Officer. |
15. | Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. |
16. | Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company or any of its Subsidiaries or Affiliates will be entitled (i) to recoup compensation of whatever kind paid to a Participant under the Plan by the Company or any of its Subsidiaries or Affiliates at any time to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which the Company’s shares of Common Stock are listed for trading, in each case, as in effect from time to time, and (ii) to cancel all or any portion of the Options (whether vested or unvested) and/or require repayment of any sums (including, in the case of shares of Common Stock, the value of such shares) or amounts which were received by the Participant in respect of the Options in the event the Company believes in good faith that the Participant has breached any existing protective covenants, including but not limited to confidentiality, non-solicitation, non-interference, or non-competition agreements with the Company or any of its Subsidiaries or Affiliates, and by accepting the Options pursuant to the Plan and this Agreement, Participant authorizes such clawback and agrees to comply with any Company request or demand for such recoupment. |
17. | Policy Against Insider Trading. By accepting this grant of Options, the Participant acknowledges that the Participant is bound by all the terms and conditions of the Company’s insider trading policy as may be in effect from time to time. The Participant further acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the United States, the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., Options) or rights linked to the value of shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter. |
18. | Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter. |
19. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. |
20. | Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws. |
21. | Venue. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award and this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation shall be conducted only in the courts of Tarrant County, Texas, or the federal courts for the Northern District of Texas, and no other courts where the grant of this Award is made and/or to be performed. |
22. | Nature of Grant. In accepting the Options, the Participant acknowledges, understands and agrees that: |
23. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. |
24. | Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon vesting/settlement of the Options prior to the completion of any registration or qualification of the shares of Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, the Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock. |
25. | Appendix. Notwithstanding any provisions in this Agreement, the Option grant shall be subject to any special terms and conditions set forth in any appendix to this Agreement for the Participant’s country (the “Appendix”). Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement. |
26. | Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
27. | Language. The Participant acknowledges that he or she proficient in the English language, or has consulted with an advisor who is sufficiently proficient, so as to allow the Participant to understand the terms and conditions of this Agreement. If the Participant has received this Agreement, or any other document related to the Options and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. |
28. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the Options and on any shares of Common Stock acquired upon vesting/settlement of the Options, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
29. | Participant Acknowledgment. By the Participant’s electronic acceptance of this Agreement, the Participant hereby acknowledges receipt of a copy of the Plan and agrees that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant further acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive. The Participant acknowledges that there may be adverse tax consequences upon vesting/settlement of the Options or disposition of the underlying shares of Common Stock and that the Participant should consult a tax advisor prior to such vesting or disposition. Finally, the Participant acknowledges that the Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. |
(2) | The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis; |
(4) | The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the Options. |
(1) | La participación del Participante en el Plan no constituye un derecho adquirido; |
(4) | La Compañía y sus Filiales y Afiliadas no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir las Options. |
1. | Sabre Corporation’s most recent Annual Report (Form 10-K); |
2. | Sabre Corporations’s most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements; |
3. | the Plan; and |
4. | the Plan prospectus. |
1. | Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant ###NUMBER OF RSUS### RSUs. Each RSU granted hereunder represents the right to receive one share of the Company’s Common Stock on the Settlement Date (as defined herein), upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. |
2. | Grant Date. The grant date of the RSUs is ###GRANT DATE### (the “Grant Date”). |
3. | Vesting of RSUs. |
(a) | The RSUs shall vest per the vesting schedule below (each, a “Vesting Date”); provided that the Participant remains continuously employed by the Company through the applicable Vesting Date except as provided in Section 3(c): |
(b) | In the event the Participant’s Employment terminates prior to a Vesting Date for any reason other than a Qualifying Termination following a Change in Control, any unvested RSUs will be immediately forfeited as of the date of such termination of Employment. |
(c) | In the event the RSUs are assumed in connection with a Change in Control and the Participant’s Employment terminates by reason of a Qualifying Termination during the one-year period following a Change in Control, all unvested RSUs will immediately vest on the date of such Qualifying Termination. |
4. | Settlement. Settlement of any RSUs granted hereunder will be made in the form of shares of Common Stock no later than thirty (30) days following the applicable Vesting Date or, in the event of a Qualifying Termination, the date the Qualifying Termination, occurs (each such date, a “Settlement Date”). For purposes of clarification, if the Participant’s Employment terminates after the applicable Vesting Date of any RSUs but prior to the Settlement Date of such RSUs (including as a result of a Qualifying Termination following a Change in Control), such RSUs will remain vested and be subject to settlement by the Company. Notwithstanding the foregoing, for purposes of complying with Code Section 409A, if the RSUs are considered deferred compensation under Code Section 409A (“Deferred Compensation”), the Participant is a U.S. taxpayer and the shares of Common Stock are to be settled by reference to the termination of the Participant’s Employment, the RSUs shall not be settled until the Participant experiences a “separation from service” within the meaning of Code Section 409A. In addition, if the foregoing sentence applies and the Participant is a “specified employee,” within the meaning of Code Section 409A, on the date the Participant experiences a separation from service, then the RSUs shall be settled on the first business day of the seventh month following the Participant’s separation from service, or, if earlier, on the date of the Participant’s death, to the extent such delayed payment is required in order to avoid a prohibited distribution under Code Section 409A. |
5. | Rights as a Shareholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by or relating to the RSUs until the date of issuance to the Participant of a certificate or other evidence of ownership representing such shares of Common Stock in settlement thereof. For purposes of clarification, the Participant shall not have any voting or dividend rights with respect to the shares of Common Stock underlying the RSUs prior to the applicable Settlement Date. |
6. | Transferability. Subject to any exceptions set forth in the Plan, until such time as the RSUs are settled in accordance with Section 4, the RSUs or the rights represented thereby may not be sold, pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of the Participant to any party (other than the Company), or assigned or transferred by such Participant, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of the RSUs will be forfeited by the Participant and all of the Participant’s rights to such RSUs shall immediately terminate without any payment or consideration from the Company. |
7. | Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. |
8. | Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount, if any, actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalent; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
9. | Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. No provision of this Agreement shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. |
10. | Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. |
11. | No Special Employment Rights; No Right to Award. Nothing contained in the Plan or any Award shall confer upon the Participant any right with respect to the continuation of his Employment by or service to the Company or the Employer or interfere in any way with the right of the Company or the Employer at any time to terminate such Employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the RSUs. The rights or opportunity granted to the Participant on the making of an Award shall not give the Participant any rights or additional rights to compensation or damages in consequence of either: (i) the Participant giving or receiving notice of termination of his or her office or Employment; (ii) the loss or termination of his or her office or Employment with the Company or its Subsidiaries or Affiliates for any reason whatsoever; or (iii) whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair. |
12. | Data Privacy. |
(a) | The Participant hereby acknowledges that he or she has been notified of the processing of the Participant’s personal data by or on behalf of the Company, the Employer and/or any Subsidiary or Affiliates as described in this Agreement and any other Award grant materials (the “Personal Data”) and, if employed by a European and/or UK affiliate of the Company, has received a Privacy Notice provided by or on behalf of the Employer explaining how his/her Personal Data has been collected and will be used including for the purposes of the grant of Awards. Where applicable for other Participants based outside Europe and/or the UK, the Participant hereby consents to the processing of his/her Personal Data as described in this Agreement and any other Award grant materials. As regards the processing of the Participant’s Personal Data in connection with the Plan and this Agreement, the Participant understands that the Company is the data controller of the Participant’s Personal Data (as defined under applicable European/UK data protection laws). |
(b) | Data Processing and Legal Basis. The Company collects, uses and otherwise processes Personal Data about the Participant for the purposes of allocating shares of Common Stock and implementing, administering and managing the Plan. The Participant understands that this Personal Data may include, without limitation, the Participant’s name, home address and telephone number, email address, date of birth, social insurance number, passport number or other identification number (e.g., resident registration number), salary, nationality, job title, any shares of stock or directorships held in the Company or its Subsidiaries or Affiliates, details of all Awards or any other entitlement to shares of stock or equivalent benefits awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor. The legal basis for the processing of the Participant’s Personal Data is to comply with the Company’s contractual obligations to the Participant and also to comply with its legal obligations as set out in the Privacy Notice. Where applicable for Participants employed outside Europe/the UK, the Participants hereby consent to the use of the Personal Data for these purposes. |
(c) | Stock Plan Administration Service Providers. The Participant understands that the Company transfers the Participant’s Personal Data, or parts thereof, to Morgan Stanley Smith Barney (and its affiliated companies), an independent service provider based in the United States which assists the Company with the implementation, administration and management of the Plan. In the future, the Company may select a different service provider and share the Participant’s Personal Data with such different service provider that serves the Company in a similar manner. The Participant understands and acknowledges that the Company’s service provider will open an account for the Participant to receive and trade shares of Common Stock acquired under the Plan and that the Participant will be asked to agree on separate terms and data processing practices with the service provider, which is a condition of the Participant’s ability to participate in the Plan. |
(d) | International Data Transfers. The Participant understands that the Company and, as of the date hereof, any third parties assisting in the implementation, administration and management of the Plan, such as the Company’s service providers, are based in the United States. If the Participant is located outside the United States, the Participant understands and acknowledges that the Participant’s country has enacted data privacy laws that are different from the laws of the United States. The Participant acknowledges that the Personal Data may be transferred to recipients in the member states of the European Economic Area, the UK and other countries that may not be deemed to have “adequate” data protection laws, such as the United States, which has less stringent data privacy laws and protections than those in the country of the Participant’s residence. Further, the Participant acknowledges and understands that the transfer of the Personal Data to the Company, or to any third parties, is necessary for the Participant’s participation in the Plan. The Company’s legal basis for the transfer of the Participant’s Personal Data is to comply with the Company’s contractual obligations to the Participant. |
(e) | Data Retention. The Participant understands that the Company will use the Participant’s Personal Data only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan, or to comply with legal or regulatory obligations, including under tax and securities laws. In the latter case, the Participant understands and acknowledges that the Company’s legal basis for the processing of the Participant’s Personal Data would be compliance with the relevant laws or regulations or the pursuit by the Company of respective legitimate interests not outweighed by the Participant’s interests, rights or freedoms. When the Company no longer needs the Participant’s Personal Data for any of the above purposes, the Participant understands the Company will remove it from its systems. |
(f) | Data Subject Rights. The Participant understands that data subject rights regarding the processing of Personal Data vary depending on the applicable law and that, depending on where the Participant is based and subject to the conditions set out in the applicable law, the Participant may have, without limitation, the rights to (i) inquire whether and what kind of Personal Data the Company holds about the Participant and how it is processed, and to access or request copies of such Personal Data, (ii) request the correction or supplementation of Personal Data about the Participant that is inaccurate, incomplete or out-of-date in light of the purposes underlying the processing, (iii) obtain the erasure of Personal Data no longer necessary for the purposes underlying the processing, processed based on withdrawn consent, processed for legitimate interests that, in the context of the Participant’s objection, do not prove to be compelling, or processed in non-compliance with applicable legal requirements, (iv) request the Company to restrict the processing of the Participant’s Personal Data in certain situations where the Participant feels its processing is inappropriate, (v) object, in certain circumstances, to the processing of Personal Data for legitimate interests, and to (vi) request portability of the Participant’s Personal Data that the Participant has actively or passively provided to the Company (which does not include data derived or inferred from the collected data), where the processing of such Personal Data is based on consent or the Participant’s employment and is carried out by automated means. The Participant further acknowledges that the exercise of such rights are subject to the limitations and exemptions under applicable data protection laws and that any request to restrict or delete the Personal Data may affect the Participant’s ability to exercise or realize benefits from the Award, and the Participant’s ability to participate in the Plan. In case of concerns, the Participant understands that the Participant may also have the right to lodge a complaint with the competent local data protection authority. To exercise these rights, the Participant may contact the Company’s Data Privacy Officer. |
13. | Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. |
14. | Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company or any of its Subsidiaries or Affiliates will be entitled (i) to recoup compensation of whatever kind paid to a Participant under the Plan by the Company or any of its Subsidiaries or Affiliates at any time to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which the Company’s shares of Common Stock are listed for trading, in each case, as in effect from time to time, and (ii) to cancel all or any portion of the RSUs (whether vested or unvested) and/or require repayment of any sums (including, in the case of shares of Common Stock, the value of such shares) or amounts which were received by the Participant in respect of the RSUs in the event the Company believes in good faith that the Participant has breached any existing protective covenants, including but not limited to confidentiality, non-solicitation, non-interference, or non-competition agreements with the Company or any of its Subsidiaries or Affiliates, and by accepting the RSUs pursuant to the Plan and this Agreement, Participant authorizes such clawback and agrees to comply with any Company request or demand for such recoupment. |
15. | Policy Against Insider Trading. By accepting this grant of RSUs, the Participant acknowledges that the Participant is bound by all the terms and conditions of the Company’s insider trading policy as may be in effect from time to time. The Participant further acknowledges that the Participant may be subject to insider trading restrictions and/or market abuse laws based on the exchange on which the shares of Common Stock are listed and in applicable jurisdictions, including the United States, the Participant’s country and the designated broker’s country, which may affect the Participant’s ability to accept, acquire, sell or otherwise dispose of shares of Common Stock, rights to shares of Common Stock (e.g., RSUs) or rights linked to the value of shares of Common Stock under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders the Participant placed before the Participant possessed inside information. Furthermore, the Participant could be prohibited from (i) disclosing the inside information to any third party, which may include fellow employees and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter. |
16. | Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter. |
17. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. |
18. | Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws. |
19. | Venue. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award and this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation shall be conducted only in the courts of Tarrant County, Texas, or the federal courts for the Northern District of Texas, and no other courts where the grant of this Award is made and/or to be performed. |
20. | Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that: |
21. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. |
22. | Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon vesting/settlement of the RSUs prior to the completion of any registration or qualification of the shares of Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, the Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock. |
23. | Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
24. | Language. The Participant acknowledges that he or she proficient in the English language, or has consulted with an advisor who is sufficiently proficient, so as to allow the Participant to understand the terms and conditions of this Agreement. If the Participant has received this Agreement, or any other document related to the RSUs and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. |
25. | Appendix. Notwithstanding any provisions in this Agreement, the RSU grant shall be subject to any special terms and conditions set forth in any appendix to this Agreement for the Participant’s country (the “Appendix”). Moreover, if the Participant relocates to one of the countries included in the Appendix, the special terms and conditions for such country will apply to the Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement. |
26. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any shares of Common Stock acquired upon vesting/settlement of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
27. | Participant Acknowledgment. By the Participant’s electronic acceptance of this Agreement, the Participant hereby acknowledges receipt of a copy of the Plan and agrees that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant further acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive. The Participant acknowledges that there may be adverse tax consequences upon vesting/settlement of the RSUs or disposition of the underlying shares of Common Stock and that the Participant should consult a tax advisor prior to such vesting or disposition. Finally, the Participant acknowledges that the Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. |
(2) | The Plan and the Participant’s participation in it are offered by the Company on a wholly discretionary basis; |
(4) | The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of any shares of Common Stock acquired at vesting and settlement of the RSUs. |
(1) | La participación del Participante en el Plan no constituye un derecho adquirido; |
(2) | El Plan y la participación del Participante en el Plan se ofrecen por la Compañía en su discrecionalidad total; |
(4) | La Compañía y sus Filiales y Afiliadas no son responsables de ninguna disminución en el valor de las acciones adquiridas al conferir las RSUs. |
1. | Sabre Corporation’s most recent Annual Report (Form 10-K); |
2. | Sabre Corporations’s most recent published financial statements (Form 10-Q or 10-K) and the auditor’s report on those financial statements; |
3. | the Plan; and |
4. | the Plan prospectus. |
1. | Grant of RSUs. Pursuant to, and subject to, the terms and conditions set forth herein and in the Plan, the Company hereby grants to the Participant ###NUMBER OF RSUS### RSUs. Each RSU granted hereunder represents the right to receive one share of the Company’s Common Stock on the Settlement Date (as defined herein), upon the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. |
2. | Grant Date. The grant date of the RSUs is ###GRANT DATE### (the “Grant Date”). |
3. | Vesting of RSUs. |
(a) | The RSUs shall vest in equal installments of 6.25% at the end of each successive three month period following the Grant Date, until 100% of the RSUs are fully vested, subject in all cases to the Participant’s continued Employment (which, as defined in the Plan, includes provision of services as a director) through each such date (each such date, a “Vesting Date”). |
(b) | In the event the Participant’s Employment terminates prior to the applicable Vesting Date for any RSUs for any reason other than as set forth below in respect of a Qualifying Termination following a Change in Control, such unvested RSUs will be immediately forfeited as of such termination of Employment. |
(c) | Notwithstanding the foregoing, in the event the Participant has a Qualifying Termination following a Change in Control, all unvested RSUs will immediately vest on the date of such Qualifying Termination. |
4. | Settlement. Settlement of any RSUs granted hereunder will be made in the form of shares of Common Stock no later than the fifteenth day of the third month following the last day of the year in which the applicable Vesting Date or, in the event of a Qualifying Termination, the Qualifying Termination, occurs (each such date, a “Settlement Date”). For purposes of clarification, if the Participant’s Employment terminates after the applicable Vesting Date of any RSUs but prior to the Settlement Date of such RSUs (including as a result of a Qualifying Termination following a Change in Control), such RSUs will remain vested and be subject to settlement by the Company. |
5. | Rights as a Shareholder. The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by or relating to the RSUs until the date of issuance to the Participant of a certificate or other evidence of ownership representing such shares of Common Stock in settlement thereof. For purposes of clarification, the Participant shall not have any voting or dividend rights with respect to the shares of Common Stock underlying the RSUs prior to the applicable Settlement Date. |
6. | Transferability. Subject to any exceptions set forth in the Plan, until such time as the RSUs are settled in accordance with Section 4, the RSUs or the rights represented thereby may not be sold, pledged, hypothecated, or otherwise encumbered or subject to any lien, obligation, or liability of the Participant to any party (other than the Company), or assigned or transferred by such Participant, but immediately upon such purported sale, assignment, transfer, pledge, hypothecation or other disposal of the RSUs will be forfeited by the Participant and all of the Participant’s rights to such RSUs shall immediately terminate without any payment or consideration from the Company. |
7. | Incorporation of Plan. All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein. If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan shall govern. All capitalized terms used and not defined herein shall have the meaning given to such terms in the Plan. |
8. | Taxes. The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax‑related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSU, including, but not limited to, the grant, vesting or settlement of the RSUs, the subsequent sale of shares of Common Stock acquired pursuant to such settlement and the receipt of any dividends and/or dividend equivalent; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if the Participant is subject to Tax-Related Items in more than one jurisdiction, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
9. | Construction of Agreement. Any provision of this Agreement (or portion thereof) which is deemed invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction and subject to this section, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions thereof in such jurisdiction or rendering that or any other provisions of this Agreement invalid, illegal, or unenforceable in any other jurisdiction. If any covenant should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant shall be modified so that the scope of the covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable. No waiver of any provision or violation of this Agreement by the Company shall be implied by the Company’s forbearance or failure to take action. No provision of this Agreement shall be given effect to the extent that such provision would cause any tax to become due under Section 409A of the Code. |
10. | Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, shall be in writing and shall be effective only to the extent specifically set forth in such writing. |
11. | No Special Employment Rights; No Right to Award. Nothing contained in the Plan or any Award shall confer upon the Participant any right with respect to the continuation of his Employment by or service to the Company or the Employer or interfere in any way with the right of the Company or the Employer at any time to terminate such Employment or service or to increase or decrease the compensation of the Participant from the rate in existence at the time of the grant of the RSUs. The rights or opportunity granted to the Participant on the making of an Award shall not give the Participant any rights or additional rights to compensation or damages in consequence of either: (i) the Participant giving or receiving notice of termination of his or her office or Employment; (ii) the loss or termination of his or her office or Employment with the Company or its Subsidiaries for any reason whatsoever; or (iii) whether or not the termination (and/or giving of notice) is ultimately held to be wrongful or unfair. |
12. | Data Privacy. The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company and its other Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. |
13. | Integration. This Agreement, and the other documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein and in the Plan. This Agreement, including without limitation the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter. |
14. | Clawback Policy. Notwithstanding anything in the Plan to the contrary, the Company or any of its Subsidiaries or Affiliates will be entitled (i) to recoup compensation of whatever kind paid to a Participant under the Plan by the Company or any of its Subsidiaries or Affiliates at any time to the extent permitted or required by applicable law, Company policy and/or the requirements of an exchange on which the Company’s shares of Common Stock are listed for trading, in each case, as in effect from time to time, and (ii) to cancel all or any portion of this RSUs (whether vested or unvested) and/or require repayment of any sums (including, in the case of shares of Common Stock, the value of such shares) or amounts which were received by the Participant in respect of the RSUs in the event the Company believes in good faith that the Participant has breached any existing protective covenants, including but not limited to confidentiality, non-solicitation, non-interference, or non-competition agreements with the Company or any of its Subsidiaries or Affiliates, and by accepting the RSUs pursuant to the Plan and this Agreement, Participant authorizes such clawback and agrees to comply with any Company request or demand for such recoupment. |
15. | Policy Against Insider Trading. By accepting this grant of RSUs, the Participant acknowledges that the Participant is bound by all the terms and conditions of the Company’s insider trading policy as may be in effect from time to time. The Participant further acknowledges that, depending on the Participant’s country, the Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect the Participant’s ability to acquire or sell shares of Common Stock or rights to shares of Common Stock (e.g., RSUs) under the Plan during such times as the Participant is considered to have “inside information” regarding the Company (as defined by the laws in the Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under the Company’s insider trading policy as may be in effect from time to time. The Participant acknowledges that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should speak to his or her personal advisor on this matter. |
16. | Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of shares of Common Stock or cash (including dividends and the proceeds arising from the sale of shares of Common Stock) derived from his or her participation in the Plan, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws of the Participant’s country may require that he or she report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant acknowledges that he or she is responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements and should consult his or her personal legal advisor on this matter. |
17. | Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. |
18. | Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the provisions governing conflict of laws. |
19. | Venue. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award and this Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of Texas and agree that such litigation shall be conducted only in the courts of Tarrant County, Texas, or the federal courts for the Northern District of Texas, and no other courts where the grant of this Award is made and/or to be performed. |
20. | Nature of Grant. In accepting the RSUs, the Participant acknowledges, understands and agrees that: |
21. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying shares of Common Stock. The Participant should consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan. |
22. | Compliance with Law. Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the shares of Common Stock, the Company shall not be required to deliver any shares of Common Stock issuable upon vesting/settlement of the RSUs prior to the completion of any registration or qualification of the shares of Common Stock under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. The Participant understands that the Company is under no obligation to register or qualify the shares of Common Stock with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the shares of Common Stock. Further, the Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without the Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of shares of Common Stock. |
23. | Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company. |
24. | Language. If the Participant has received this Agreement, or any other document related to the RSUs and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control. |
25. | Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Participant’s participation in the Plan, on the RSUs and on any shares of Common Stock acquired upon vesting/settlement of the RSUs, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing. |
26. | Participant Acknowledgment. By the Participant’s electronic acceptance of this Agreement, the Participant hereby acknowledges receipt of a copy of the Plan and agrees that this Award is granted under and governed by the terms and conditions of the Plan and this Agreement. The Participant further acknowledges that all decisions, determinations and interpretations of the Committee in respect of the Plan and this Agreement shall be final and conclusive. The Participant acknowledges that there may be adverse tax consequences upon vesting/settlement of the RSUs or disposition of the underlying shares of Common Stock and that the Participant should consult a tax advisor prior to such vesting or disposition. Finally, the Participant acknowledges that the Participant has reviewed the Plan and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting this Agreement and fully understands all provisions of the Plan and this Agreement. |
1. | I have reviewed this quarterly report on Form 10-Q of Sabre Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 1, 2019 | By: | /s/ Sean Menke | |
Sean Menke | ||||
Chief Executive Officer | ||||
(principal executive officer of the registrant) |
1. | I have reviewed this quarterly report on Form 10-Q of Sabre Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: | August 1, 2019 | By: | /s/ Douglas E. Barnett | |
Douglas E. Barnett | ||||
Chief Financial Officer | ||||
(principal financial officer of the registrant) |
a. | The Form 10-Q of Sabre Corporation for the quarter ended June 30, 2019 (the “Report”), filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
b. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sabre Corporation. |
Date: | August 1, 2019 | By: | /s/ Sean Menke | |
Sean Menke | ||||
Chief Executive Officer | ||||
(principal executive officer of the registrant) |
a. | The Form 10-Q of Sabre Corporation for the quarter ended June 30, 2019 (the “Report”), filed on the date hereof with the Securities and Exchange Commission fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
b. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Sabre Corporation. |
Date: | August 1, 2019 | By: | /s/ Douglas E. Barnett | |
Douglas E. Barnett | ||||
Chief Financial Officer | ||||
(principal financial officer of the registrant) |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Statement of Comprehensive Income [Abstract] | ||||
Unrealized (losses) gains on derivatives, taxes | $ 2,647 | $ 4,243 | ||
Unrealized (losses) gains on derivatives, taxes | $ 1,112 | $ (909) | ||
Reclassification adjustment for realized (losses) gains, taxes | $ (86) | $ (641) | ||
Reclassification adjustment for realized (losses) gains, taxes | $ (132) | $ 220 |
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Accumulated depreciation on property and equipment | $ 1,671,342 | $ 1,524,795 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 450,000,000 | 450,000,000 |
Common stock, shares issued (in shares) | 294,160,000 | 291,664,000 |
Common stock, shares outstanding (in shares) | 273,632,000 | 275,352,000 |
Treasury stock, shares held (in shares) | 20,528,000 | 16,312,000 |
Customer Relationships | ||
Accumulated amortization | $ 722,456 | $ 709,824 |
Other Intangible Assets | ||
Accumulated amortization | $ 654,372 | $ 634,995 |
General Information |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
General Information | 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole subsidiary of Sabre Corporation. Sabre GLBL Inc. ("Sabre GLBL") is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. We connect people and places with technology that reimagines the business of travel. We operate our business and present our results through three business segments: (i) Travel Network, our global travel marketplace for travel suppliers and travel buyers, (ii) Airline Solutions, a broad portfolio of software technology products and solutions primarily for airlines, and (iii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2019. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Use of Estimates—The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs, (v) judgments in capitalization of software developed for internal use and (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Additionally, see Note 2. Revenue from Contracts with Customers for additional information on the use of significant estimates and assumptions in recognizing revenue. Stockholders’ Equity—During the six months ended June 30, 2019, we issued 2,495,610 shares of our common stock as a result of the exercise and settlement of employee equity-based awards. In addition, we had $7 million in payments from the exercise of employee stock-based awards consisting of $5 million in proceeds from the exercise of employee stock options, net of a $12 million payment of income tax withholdings associated with the settlement of stock-based awards. We paid quarterly cash dividends on our common stock of $0.14 per share, totaling $77 million, during each of the six months ended June 30, 2019 and 2018. Share Repurchase Program—In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the six months ended June 30, 2019, we repurchased 3,673,768 shares totaling $78 million pursuant to the Share Repurchase Program. Approximately $287 million remains authorized for repurchases under the Share Repurchase Program as of June 30, 2019. Adoption of New Accounting Standards In October 2018, the Financial Accounting Standards Board ("FASB") issued updated guidance that permits use of the Overnight Index Swap ("OIS") rate based on the Secured Overnight Financing Rate ("SOFR") as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the Direct Treasury obligations of the U.S. government, the London Interbank Offered Rate ("LIBOR") swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association Municipal Swap Rate. We adopted this standard in the first quarter of 2019, which did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued updated guidance requiring organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, when the lease has a term of more than 12 months. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In the first quarter of 2019, we adopted the new standard using the modified retrospective approach and elected the package of practical expedients and the hindsight practical expedient. See Note 9. Leases for more information on the impacts from adoption and ongoing considerations. Recent Accounting Pronouncements In August 2018, the FASB issued updated guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. Under this updated standard, a customer in a cloud-computing arrangement that is a service contract is required to follow guidance on software developed for internal use to determine which implementation costs to capitalize as assets or expense as incurred. This standard aligns the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. The standard requires that capitalized implementation costs related to a hosting arrangement that is a service contract be amortized over the term of the hosting arrangement, beginning when the component of the hosting arrangement is ready for its intended use, similar to requirements in guidance on software developed for internal use. In addition, costs incurred during the preliminary project and post-implementation phases are expensed as they are incurred. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of this standard will have a material impact to our consolidated financial statements. In June 2016, the FASB issued updated guidance for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the current "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. For available-for-sale debt securities, allowances for losses will now be required rather than reducing the instruments carrying value. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
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Revenue from Contracts with Customers |
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Revenue from Contracts with Customers | 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including Travel Network's transactional revenues, and Airline Solutions' and Hospitality Solutions' Software-as-a-Service ("SaaS") and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of June 30, 2019 and December 31, 2018 (in thousands):
________________________________ (1) Includes contract assets of $7 million and $4 million at June 30, 2019 and December 31, 2018, respectively. During the six months ended June 30, 2019, we recognized revenue of approximately $35 million from contract liabilities that existed as of January 1, 2019. Our long-term trade unbilled receivables, net relate to license fees billed ratably over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as reflected in Note 1. Summary of Business and Significant Accounting Policies in our consolidated financial statements in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Revenue The following table presents our revenues disaggregated by business (in thousands):
We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the six months ended June 30, 2019, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is immaterial. We recognize revenue under long-term contracts that primarily includes variable consideration based on transactions processed. A majority of our consolidated revenue is recognized as a stand-ready performance obligation with the amount recognized based on the invoiced amounts for services performed, known as right to invoice revenue recognition. Certain of our contracts, primarily in the Airlines Solutions business, contain minimum transaction volumes, which in many instances are not considered substantive as the customer is expected to exceed the minimum in the contract. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long term contracts.
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Income Taxes |
6 Months Ended |
---|---|
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 3. Income Taxes Our effective tax rates for the six months ended June 30, 2019 and 2018 were 22% and 17%, respectively. The increase in the effective tax rate for the six months ended June 30, 2019 as compared to the same period in 2018 was primarily due to a deferred tax benefit recognized in the second quarter of 2018 and the unfavorable impact of our geographic mix of taxable income, offset by an increase in net favorable U.S. tax permanent differences. The deferred tax benefit recognized in the second quarter of 2018 was recorded as a result of our decision to elect to utilize our net operating loss carryforwards (“NOLs”) to offset the impacts of the transition tax imposed by U.S. tax reform. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from our geographic mix of taxable income in various tax jurisdictions, tax permanent differences, and tax credits. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. In the three and six months ended June 30, 2019, we recognized tax benefits of $14 million and $15 million, respectively, associated with the net reversal of income tax reserves across our jurisdictions. Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $51 million and $69 million as of June 30, 2019 and December 31, 2018, respectively. Tax Receivable Agreement Immediately prior to the closing of our initial public offering in April 2014, we entered into the Tax Receivable Agreement (the "TRA"), which provides the right to receive future payments from us to stockholders and equity award holders that were our stockholders and equity award holders, respectively, immediately prior to the closing of our initial public offering (collectively, the “Pre-IPO Existing Stockholders”). The future payments will equal 85% of the amount of cash savings, if any, in U.S. federal income tax that we and our subsidiaries realize as a result of the utilization of certain tax assets attributable to periods prior to our initial public offering, including NOLs, capital losses and the ability to realize tax amortization of certain intangible assets (collectively, the “Pre-IPO Tax Assets”). Consequently, stockholders who are not Pre-IPO Existing Stockholders will only be entitled to the economic benefit of the Pre-IPO Tax Assets to the extent of our continuing 15% interest in those assets. These payment obligations are our obligations and not obligations of any of our subsidiaries. The actual utilization of the Pre-IPO Tax Assets, as well as the timing of any payments under the TRA, will vary depending upon a number of factors, including the amount, character and timing of our and our subsidiaries’ taxable income in the future. As of June 30, 2019 and December 31, 2018, the current portion of our TRA liability totaled $71 million and $104 million, respectively. As of June 30, 2019 and December 31, 2018, $1 million and $73 million, respectively, are included in other noncurrent liabilities in our consolidated balance sheets. We expect a majority of the future payments under the TRA to be made by January 2020. No payments occurred in years 2014 to 2016. We made payments of $105 million and $60 million in 2019 and 2018, respectively, which included accrued interest of approximately $3 million and $1 million in the same respective periods. Payments under the TRA are not conditioned upon the parties’ continuing ownership of the company. Changes in the utility of the Pre-IPO Tax Assets will impact the amount of the liability recorded in respect of the TRA. Changes in the utility of these Pre-IPO Tax Assets are recorded in income tax expense and any changes in the obligation under the TRA are recorded in other expense.
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Debt |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | 4. Debt As of June 30, 2019 and December 31, 2018, our outstanding debt included in our consolidated balance sheets totaled $3,382 million and $3,406 million, respectively, which are net of debt issuance costs of $16 million and $18 million, respectively, and unamortized discounts of $7 million for each period represented. The following table sets forth the face values of our outstanding debt as of June 30, 2019 and December 31, 2018 (in thousands):
Senior Secured Credit Facilities In February 2013, Sabre GLBL entered into the Amended and Restated Credit Agreement. The agreement replaced (i) the existing term loans with new classes of term loans of $1,775 million (the “2013 Term Loan B”) and $425 million (the “2013 Term Loan C”) and (ii) the existing revolving credit facility with a new revolving credit facility of $352 million (the “2013 Revolver”). In September 2013, Sabre GLBL entered into an agreement to amend the Amended and Restated Credit Agreement to add a new class of term loans in the amount of $350 million (the “2013 Incremental Term Loan Facility”). In July 2016, Sabre GLBL entered into a series of amendments (the “Credit Agreement Amendments”) to our Amended and Restated Credit Agreement to provide for an incremental term loan under a new class with an aggregate principal amount of $600 million (the “2016 Term Loan A”) and to replace the 2013 Revolver with a new revolving credit facility totaling $400 million (the “2016 Revolver”). The proceeds of $597 million, net of $3 million discount, from the 2016 Term Loan A, were used to repay $350 million of outstanding principal on our 2013 Term Loan B and 2013 Incremental Term Loan Facility, on a pro rata basis, repay the $120 million then-outstanding balance on the 2016 Revolver, and pay $11 million in associated financing fees. On February 22, 2017, Sabre GLBL entered into a Third Incremental Term Facility Amendment to our Amended and Restated Credit Agreement (the “2017 Term Facility Amendment”). The new agreement replaced the 2013 Term Loan B, 2013 Incremental Term Loan Facility and 2013 Term Loan C with a single class of term loan (the "2017 Term Loan B") with an aggregate principal amount of $1,900 million maturing on February 22, 2024. The proceeds of $1,898 million, net of $2 million discount on the 2017 Term Loan B, were used to pay off approximately $1,761 million of all existing classes of outstanding term loans (other than the 2016 Term Loan A), pay related accrued interest and pay $12 million in associated financing fees, which were recorded as debt modification costs in Other, net in the consolidated statement of operations during the three months ended March 31, 2017. The remaining proceeds of the 2017 Term Loan B were used to pay off approximately $80 million of Sabre’s outstanding mortgage on its corporate headquarters on March 31, 2017, and for other general corporate purposes. Unamortized debt issuance costs and discount related to existing classes of outstanding term loans prior to the 2017 Term Facility Amendment of $9 million and $3 million, respectively, will continue to be amortized over the remaining term of the 2017 Term Loan B along with the Term Loan B discount of $2 million. See Note 5. Derivatives for information regarding the discontinuation of hedge accounting related to our existing interest rate swaps as a result of the 2017 Term Facility Amendment. On August 23, 2017, Sabre GLBL entered into a Fourth Incremental Term Facility Amendment to our Amended and Restated Credit Agreement, Term Loan A Refinancing Amendment to the Credit Agreement, and Second Revolving Facility Refinancing Amendment to the Credit Agreement to refinance and modify the terms of the 2017 Term Loan B, the 2016 Term Loan A, and the 2016 Revolver, resulting in a reduction of the applicable margins for each of these instruments and approximately a one-year extension of the maturity of the 2016 Term Loan A and 2016 Revolver (the “2017 Refinancing”). We incurred no additional indebtedness as a result of the 2017 Refinancing. The 2017 Refinancing included a $400 million revolving credit facility ("Revolver") that replaced the 2016 Revolver, as well as the application of the proceeds of the approximately $1,891 million incremental Term Loan B facility (“Term Loan B”) and $570 million Term Loan A facility (“Term Loan A”) to replace the 2017 Term Loan B and the 2016 Term Loan A. The maturity of the Revolver and the Term Loan A was extended from July 18, 2021 to July 1, 2022. The applicable margins for the Term Loan B were reduced to 2.25% per annum for Eurocurrency rate loans and 1.25% per annum for base rate loans. The applicable margins for the Term Loan A and the Revolver were reduced to (i) between 2.50% and 1.75% per annum for Eurocurrency rate loans and (ii) between 1.50% and 0.75% per annum for base rate loans, in each case with the applicable margin for any quarter reduced by 25 basis points (up to 75 basis points total) if the Senior Secured First-Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) is less than 3.75 to 1.0, 3.00 to 1.0, or 2.25 to 1.0, respectively. On March 2, 2018, Sabre GLBL entered into a Fifth Incremental Term Facility Amendment to our Amended and Restated Credit Agreement to refinance and modify the terms of the Term Loan B, resulting in a reduction of the applicable margins for the Term Loan B to 2.00% per annum for Eurocurrency rate loans and 1.00% per annum for base rate loans. We incurred no additional indebtedness as a result of this transaction and incurred $2 million in financing fees recorded within Other, net and a $1 million loss on extinguishment of debt, in our consolidated results of operations during the six months ended June 30, 2018. Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including certain restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends, as well as a maximum leverage ratio. Pursuant to Credit Agreement Amendments, effective July 18, 2016, the maximum leverage ratio has been adjusted to be based on the Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) and we are required, at all times (no longer solely when a threshold amount of revolving loans or letters of credit were outstanding), to maintain a Total Net Leverage Ratio of less than 4.5 to 1.0. As of June 30, 2019, we are in compliance with all covenants under the Amended and Restated Credit Agreement. We had no balance outstanding under the Revolver as of June 30, 2019 and as of December 31, 2018. We had outstanding letters of credit totaling $12 million and $15 million as of June 30, 2019 and December 31, 2018, respectively, which reduced our overall credit capacity under the Revolver.
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Derivatives |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivatives | 5. Derivatives Hedging Objectives—We are exposed to certain risks relating to ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on operational expenditures' exposure denominated in foreign currencies. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate foreign currency forward contracts as cash flow hedges on operational exposure and certain interest rate swaps as cash flow hedges of floating-rate borrowings. Cash Flow Hedging Strategy—To protect against the reduction in value of forecasted foreign currency cash flows, we hedge portions of our revenues and expenses denominated in foreign currencies with forward contracts. For example, when the dollar strengthens significantly against the foreign currencies, the decline in present value of future foreign currency expense is offset by losses in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expense is offset by gains in the fair value of the forward contracts. We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective and ineffective portions of the gain or loss on the derivative instruments, and the hedge components excluded from the assessment of effectiveness, are reported as a component of other comprehensive income (loss) (“OCI”). Such items are reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statement of operations. Forward Contracts—In order to hedge our operational expenditures' exposure to foreign currency movements, we are a party to certain foreign currency forward contracts that extend until June 2020. We have designated these instruments as cash flow hedges. No hedging ineffectiveness was recorded in earnings relating to the forward contracts during the three and six months ended June 30, 2019 and 2018. As of June 30, 2019, we estimate that $1 million in gains will be reclassified from OCI to earnings over the next 12 months. As of June 30, 2019 and December 31, 2018, we had the following unsettled purchased foreign currency forward contracts that were entered into to hedge our operational exposure to foreign currency movements (in thousands, except for average contract rates):
Interest Rate Swap Contracts—Interest rate swaps outstanding during the six months ended June 30, 2019 and 2018 are as follows:
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As a result of the 2017 Term Facility Amendment in the first quarter of 2017, we discontinued hedge accounting for our existing swap agreements as of February 22, 2017. Accumulated losses of $14 million in other comprehensive income as of the date hedge accounting was discontinued is amortized into interest expense through the maturity date of the respective swap agreements, and interest rate swap payments made are recorded in Other, net in the consolidated statement of operations. Losses reclassified from other comprehensive income to interest expense related to the derivatives that no longer qualified for hedge accounting were $2 million and $4 million for the three and six months ended June 30, 2018, respectively, and were fully amortized as of December 31, 2018. We also entered into new interest rate swaps with offsetting terms that are not designated as hedging instruments. Adjustments to the fair value of interest rate swaps not designated as hedging instruments did not have a material impact to our consolidated results of operations for the three and six months ended June 30, 2018. We had no undesignated derivatives as of June 30, 2019. In connection with the 2017 Term Facility Amendment, we entered into forward starting interest rate swaps effective March 31, 2017 to hedge the interest payments associated with $750 million of the floating-rate 2017 Term Loan B. The total notional amount outstanding is $750 million for the years 2018 and 2019. 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. The total notional outstanding of $750 million becomes effective December 31, 2019 and extends through the full year 2020. In April 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $600 million, $300 million and $450 million of the floating-rate Term Loan B related to years 2019, 2020 and 2021, respectively. In December 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $150 million of the floating-rate Term Loan B for the years 2020 and 2021. We have designated these swaps as cash flow hedges. The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2019 and December 31, 2018 are as follows (in thousands):
The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):
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Fair Value Measurements |
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Fair Value Measurements | 6. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1-Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2-Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3-Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Foreign Currency Forward Contracts—The fair value of the foreign currency forward contracts is estimated based upon pricing models that utilize Level 2 inputs derived from or corroborated by observable market data such as currency spot and forward rates. Interest Rate Swaps—The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services reflecting broker market quotes. The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands):
There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 2019. Other Financial Instruments The carrying value of our financial instruments including cash and cash equivalents, and accounts receivable approximates their fair values. The fair values of our senior secured notes due 2023 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2019 and December 31, 2018 (in thousands):
______________________________ (1) Excludes net unamortized debt issuance costs.
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Accumulated Other Comprehensive Income (Loss) |
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Accumulated Other Comprehensive Income (Loss) | 7. Accumulated Other Comprehensive Income (Loss) As of June 30, 2019 and December 31, 2018, the components of accumulated other comprehensive income (loss), net of related deferred income taxes, are as follows (in thousands):
The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in other, net in the consolidated statements of operations. See Note 5. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives.
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Earnings Per Share |
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Earnings Per Share | 8. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data):
Basic earnings per share are based on the weighted-average number of common shares outstanding during each period. Diluted earnings per share are based on the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The calculation of diluted weighted-average shares excludes the impact of 2 million and 1 million of anti-dilutive common stock equivalents for each of the three and six months ended June 30, 2019, respectively, and 4 million of anti-dilutive common stock equivalents for each of the three and six months ended June 30, 2018.
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Leases |
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Leases | 9. Leases In the first quarter of 2019, we adopted ASC 842, Leases, which replaced the previous accounting standard, ASC 840. The new lease standard is a right-of-use model, requiring most lessee agreements to be recorded on the balance sheet. The intent of the standard is to provide greater transparency about lessee obligations and activities. The primary impact to our financial statements is that most operating leases are recorded on our consolidated balance sheet and enhanced disclosures are required for both operating and finance leases. As permitted by ASC 842, our accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. We adopted the standard using the modified retrospective approach, as of January 1, 2019. Prior year's financial results were not restated. On the adoption date, we recorded a right-of-use asset for $72 million in other assets, net, with a corresponding offset to other accrued liabilities and other noncurrent liabilities for $25 million and $47 million, respectively. There was no impact to retained deficit from adoption of the new standard. The following table presents the components of lease expense (in thousands):
The following table presents supplemental cash flow information related to leases (in thousands):
The following table presents supplemental balance sheet information related to leases (in thousands):
The following table presents other supplemental information related to leases:
Our leases have remaining minimum terms that range between one and nine years. Some of our leases include options to extend for up to five additional years; others include options to terminate the agreement within three years. Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands):
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Leases | 9. Leases In the first quarter of 2019, we adopted ASC 842, Leases, which replaced the previous accounting standard, ASC 840. The new lease standard is a right-of-use model, requiring most lessee agreements to be recorded on the balance sheet. The intent of the standard is to provide greater transparency about lessee obligations and activities. The primary impact to our financial statements is that most operating leases are recorded on our consolidated balance sheet and enhanced disclosures are required for both operating and finance leases. As permitted by ASC 842, our accounting policy is to evaluate lessee agreements with a minimum term greater than one year for recording on the balance sheet. We adopted the standard using the modified retrospective approach, as of January 1, 2019. Prior year's financial results were not restated. On the adoption date, we recorded a right-of-use asset for $72 million in other assets, net, with a corresponding offset to other accrued liabilities and other noncurrent liabilities for $25 million and $47 million, respectively. There was no impact to retained deficit from adoption of the new standard. The following table presents the components of lease expense (in thousands):
The following table presents supplemental cash flow information related to leases (in thousands):
The following table presents supplemental balance sheet information related to leases (in thousands):
The following table presents other supplemental information related to leases:
Our leases have remaining minimum terms that range between one and nine years. Some of our leases include options to extend for up to five additional years; others include options to terminate the agreement within three years. Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands):
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Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | 10. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Antitrust Litigation and Investigations US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. The claims that were not dismissed are claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, which US Airways claims contain anticompetitive provisions, and an alleged conspiracy with the other GDSs, allegedly to maintain the industry structure and not to compete for content. We strongly deny all of the allegations made by US Airways. Sabre filed summary judgment motions in April 2014. In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief by which US Airways sought to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017. The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs. We continue to believe that our business practices and contract terms are lawful. In January 2017, we filed a motion seeking judgment as a matter of law in favor of Sabre on the one claim on which the jury found for US Airways, which the court denied in March 2017. Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $15 million, which is three times the jury’s award of $5 million as required by the Sherman Act. In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders dismissing and/or issuing summary judgment as to portions of its claims and damages. In connection with this appeal, we posted an appellate bond equal to the aggregate amount of the $15 million judgment entered plus interest, which stayed the judgment pending the appeal. The Second Circuit heard oral arguments on this matter in December 2018. As a result of the jury's verdict, US Airways is also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion seeking approximately $125 million in attorneys’ fees and costs, the amount of which we strongly dispute. In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, based on the fact that the appeal of the underlying judgment remains pending, as discussed above. The court's denial of the motion was without prejudice, and US Airways may refile the motion if it prevails on the appeal. In the fourth quarter of 2016, we accrued a loss of $32 million, which represents the court's final judgment of $15 million, plus our estimate of $17 million for US Airways' reasonable attorneys’ fees, expenses and costs. We are unable to estimate the exact amount of the loss associated with the verdict, but we estimate that there is a range of outcomes between $32 million and $65 million, inclusive of the trebled damage award of approximately $15 million. No amount within the range is considered a better estimate than any other amount within the range and therefore, the minimum within the range was recorded in selling, general and administrative expense during 2016. As noted above, the amount of attorneys' fees and costs to be awarded is subject to conclusion of the appellate process and, if US Airways ultimately prevails on the appeal, final decision by the trial court, which may itself be appealed. The ultimate resolution of this matter may be greater or less than the amount recorded and, if greater, could adversely affect our results of operations. We have and will incur significant fees, costs and expenses for as long as the lawsuit, including any appeal, is ongoing. In addition, litigation by its nature is highly uncertain and fraught with risk, and it is therefore difficult to predict the outcome of any particular matter, including any appeal or changes to our business that may be required as a result of the litigation. Depending on the outcome of the litigation, any of these consequences could have a material adverse effect on our business, financial condition and results of operations. Lawsuit on Antitrust Claims In July 2015, a putative class action lawsuit was filed against us and two other GDSs, in the United States District Court for the Southern District of New York. The plaintiffs, who are asserting claims on behalf of a putative class of consumers in various states, are generally alleging that the GDSs conspired to negotiate for full content from the airlines, resulting in higher ticket prices for consumers, in violation of various federal and state laws. The plaintiffs sought an unspecified amount of damages in connection with their state law claims, and they requested injunctive relief in connection with their federal claim. In July 2016, the court granted, in part, our motion to dismiss the lawsuit, finding that plaintiffs’ state law claims are preempted by federal law, thereby precluding their claims for damages. The court declined to dismiss plaintiffs’ claim seeking an injunction under federal antitrust law. The plaintiffs may appeal the court’s dismissal of their state law claims upon a final judgment. In August 2018, the plaintiffs sought leave from the court to withdraw their motion for class certification. In October 2018, the court denied the plaintiffs’ motion for class certification with prejudice. The case is now proceeding on an individual basis only. We believe that the losses associated with this case are neither probable nor estimable and therefore have not accrued any losses as of June 30, 2019. We may incur significant fees, costs and expenses for as long as this litigation is ongoing. We intend to vigorously defend against the remaining claims. European Commission’s Directorate-General for Competition ("EC") Investigation On November 23, 2018, the EC announced that it has opened an investigation of us and another GDS to assess whether our respective agreements with airlines and travel agents may restrict competition in breach of European Union antitrust rules. We are fully cooperating with the EC’s investigation and are unable to make any prediction regarding its outcome at this time. There is no legal deadline for the EC to bring an antitrust investigation to an end, and the duration of the investigation is uncertain. Depending on the findings of the EC, the outcome of the investigation could have a material adverse effect on our business, financial condition and results of operations. We may incur significant fees, costs and expenses for as long as this investigation is ongoing. We intend to vigorously defend against any allegations of anticompetitive activity by the EC. Department of Justice Investigation On May 19, 2011, we received a civil investigative demand (“CID”) from the U.S. Department of Justice ("DOJ") investigating alleged anticompetitive acts related to the airline distribution component of our business. We are fully cooperating with the DOJ investigation and are unable to make any prediction regarding its outcome. The DOJ is also investigating other companies that own GDSs, and has sent CIDs to other companies in the travel industry. Based on its findings in the investigation, the DOJ may (i) close the file, (ii) seek a consent decree to remedy issues it believes violate the antitrust laws, or (iii) file suit against us for violating the antitrust laws, seeking injunctive relief. If injunctive relief were granted, depending on its scope, it could affect the manner in which our airline distribution business is operated and potentially force changes to the existing airline distribution business model. Any of these consequences would have a material adverse effect on our business, financial condition and results of operations. We have not received any communications from the DOJ regarding this matter for several years; however, we have not been notified that this matter is closed. Indian Income Tax Litigation We are currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999, and later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue further tax assessments on a similar basis for subsequent years; however, the tax assessments for assessment years ending March 2007 and later are no longer material. We appealed the tax assessments for assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in our favor on June 19, 2009 and July 10, 2009, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our favor on July 19, 2010. The DIT has appealed the decision to the Supreme Court of India. Our case has been listed for hearing with the Supreme Court, and it has not yet been presented. We have appealed the tax assessments for the assessment years ended March 2013 to March 2016 with the ITAT and no trial date has been set for these subsequent years. In addition, Sabre Asia Pacific Pte Ltd ("SAPPL") is currently a defendant in similar income tax litigation brought by the DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Delhi High Court. No hearing date has been set. The DIT also assessed taxes on a similar basis for assessment years ending March 2006 through March 2014 and appeals for assessment years ending March 2006 through 2014 are pending before the ITAT. If the DIT were to fully prevail on every claim against us, including SAPPL, we could be subject to taxes, interest and penalties of approximately $43 million as of June 30, 2019. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other SynXis Central Reservation System 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”). Our investigation was supported by third party experts, including a leading cybersecurity firm. Our investigation determined that an unauthorized party: obtained access to account credentials that permitted access to a subset of hotel reservations processed through the HS Central Reservation System; used the account credentials to view a credit card summary page on the HS Central Reservation System and access payment card information (although we use encryption, this credential had the right to see unencrypted card data); and first obtained access to payment card information and some other reservation information on August 10, 2016. The last access to payment card information was on March 9, 2017. The unauthorized party was able to access information for certain hotel reservations, including cardholder name; payment card number; card expiration date; and, for a subset of reservations, card security code. The unauthorized party was also able, in some cases, to access certain information such as guest name(s), email, phone number, address, and other information if provided to the HS Central Reservation System. Information such as Social Security, passport, or driver’s license number was not accessed. The investigation did not uncover forensic evidence that the unauthorized party removed any information from the system, but it is a possibility. We took successful measures to ensure this unauthorized access to the HS Central Reservation System was stopped and is no longer possible. There is no indication that any of our systems beyond the HS Central Reservation System, such as Sabre’s Airline Solutions and Travel Network platforms, were affected or accessed by the unauthorized party. We notified law enforcement and the payment card brands, and engaged a payment card industry data ("PCI") forensic investigator to investigate this incident at the payment card brands' request. We have notified customers and other companies that use or interact with, directly or indirectly, the HS Central Reservation System about the incident. We are also cooperating with various governmental authorities that are investigating this incident. Separately, in November 2017, Sabre Hospitality Solutions observed a pattern of activity that, after further investigation, led it to believe that an unauthorized party improperly obtained access to certain hotel user credentials for purposes of accessing the HS Central Reservation System. We deactivated the compromised accounts and notified law enforcement of this activity. We also notified the payment card brands, and at their request, we have engaged a PCI forensic investigator to investigate this incident. We have not found any evidence of a breach of the network security of the HS Central Reservation System, and we believe that the number of affected reservations represents only a fraction of 1% of the bookings in the HS Central Reservation System. Although the costs related to these incidents, including any associated penalties assessed by any governmental authority or payment card brand or indemnification obligations to our customers, as well as any other impacts or remediation related to this incident, may be material, it is not possible at this time to determine whether we will incur, or to reasonably estimate the amount of, any liabilities in connection with them. We maintain insurance that covers certain aspects of cyber risks, and we continue to work with our insurance carriers in these matters. Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income- and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income based taxes, we recognize liabilities when we believe it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. As of June 30, 2019, we have approximately $21 million in VAT receivables for which refund claims have been filed with the Greek government. Although we have paid these amounts and believe we are entitled to a refund, the Greek tax authorities have challenged our position that such amounts are recoverable. In Greece, as in other jurisdictions, we intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of June 30, 2019, we do not believe that an adverse outcome is probable with respect to the claims of the Greek tax authorities or any other jurisdiction; as a result, we have not accrued any material amounts for exposure related to such contingencies or adverse decisions. Nevertheless, we may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations.
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | 11. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. Our CODM utilizes Adjusted Gross Profit, Adjusted Operating Income and Adjusted EBITDA as the measures of profitability to evaluate performance of our segments and allocate resources. Corporate includes a technology organization that provides development and support activities to our segments. The majority of costs associated with our technology organization are allocated to the segments primarily based on the segments' usage of resources. Benefit expenses, facility costs and depreciation expense on the corporate headquarters building are allocated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Network to Hospitality Solutions for airline trips booked through our GDS. Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment. The performance of our segments is evaluated primarily on Adjusted Gross Profit, Adjusted Operating Income and Adjusted EBITDA which are not recognized terms under GAAP. Our uses of Adjusted Gross Profit, Adjusted Operating Income and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted Gross Profit as operating income adjusted for selling, general and administrative expenses, the cost of revenue portion of depreciation and amortization, amortization of upfront incentive compensation and stock-based compensation included in cost of revenue. We define Adjusted Operating Income as operating income adjusted for joint venture equity income, acquisition-related amortization, acquisition-related costs, litigation (reimbursements) costs, net, and stock-based compensation. We define Adjusted EBITDA as income from continuing operations adjusted for depreciation and amortization of property and equipment, amortization of capitalized implementation costs, acquisition-related amortization, amortization of upfront incentive consideration, interest expense, net, loss on extinguishment of debt, other, net, acquisition-related costs, litigation costs (reimbursements), net, stock-based compensation and provision for income taxes. Segment information for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands):
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of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three years to ten years. This consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. These service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided up front. These service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met.
(4) Litigation costs, net represent charges associated with antitrust litigation. See Note 10. Contingencies. (5) Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix Inc. ("Farelogix").
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General Information (Policies) |
6 Months Ended |
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Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation—The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2019 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2019. The accompanying interim financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated.
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Use of Estimates | Use of Estimates—The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs, (v) judgments in capitalization of software developed for internal use and (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 15, 2019. Additionally, see Note 2. Revenue from Contracts with Customers for additional information on the use of significant estimates and assumptions in recognizing revenue.
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Stockholders' Equity/Share Repurchase Program | Stockholders’ Equity—During the six months ended June 30, 2019, we issued 2,495,610 shares of our common stock as a result of the exercise and settlement of employee equity-based awards. In addition, we had $7 million in payments from the exercise of employee stock-based awards consisting of $5 million in proceeds from the exercise of employee stock options, net of a $12 million payment of income tax withholdings associated with the settlement of stock-based awards. We paid quarterly cash dividends on our common stock of $0.14 per share, totaling $77 million, during each of the six months ended June 30, 2019 and 2018. Share Repurchase Program—In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. For the six months ended June 30, 2019, we repurchased 3,673,768 shares totaling $78 million pursuant to the Share Repurchase Program. Approximately $287 million remains authorized for repurchases under the Share Repurchase Program as of June 30, 2019.
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Adoption of New Accounting Standards/Recent Accounting Pronouncements | Adoption of New Accounting Standards In October 2018, the Financial Accounting Standards Board ("FASB") issued updated guidance that permits use of the Overnight Index Swap ("OIS") rate based on the Secured Overnight Financing Rate ("SOFR") as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815 in addition to the Direct Treasury obligations of the U.S. government, the London Interbank Offered Rate ("LIBOR") swap rate, the OIS rate based on the Fed Funds Effective Rate, and the Securities Industry and Financial Markets Association Municipal Swap Rate. We adopted this standard in the first quarter of 2019, which did not have a material impact on our consolidated financial statements. In February 2016, the FASB issued updated guidance requiring organizations that lease assets—referred to as "lessees"—to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, when the lease has a term of more than 12 months. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. In the first quarter of 2019, we adopted the new standard using the modified retrospective approach and elected the package of practical expedients and the hindsight practical expedient. See Note 9. Leases for more information on the impacts from adoption and ongoing considerations. Recent Accounting Pronouncements In August 2018, the FASB issued updated guidance on customer's accounting for implementation costs incurred in a cloud computing arrangement that is a service contract. Under this updated standard, a customer in a cloud-computing arrangement that is a service contract is required to follow guidance on software developed for internal use to determine which implementation costs to capitalize as assets or expense as incurred. This standard aligns the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. The standard requires that capitalized implementation costs related to a hosting arrangement that is a service contract be amortized over the term of the hosting arrangement, beginning when the component of the hosting arrangement is ready for its intended use, similar to requirements in guidance on software developed for internal use. In addition, costs incurred during the preliminary project and post-implementation phases are expensed as they are incurred. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We do not expect the adoption of this standard will have a material impact to our consolidated financial statements. In June 2016, the FASB issued updated guidance for the measurement of credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Under this updated standard, the current "incurred loss" approach is replaced with an "expected loss" model for instruments measured at amortized cost. For available-for-sale debt securities, allowances for losses will now be required rather than reducing the instruments carrying value. The updated standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. We are currently evaluating the impact of this standard on our consolidated financial statements.
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Revenue from Contracts with Customers (Tables) |
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Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Contract with Customer, Asset and Liability | The following table presents our assets and liabilities with customers as of June 30, 2019 and December 31, 2018 (in thousands):
________________________________ (1) Includes contract assets of $7 million and $4 million at June 30, 2019 and December 31, 2018, respectively.
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Disaggregation of Revenue | The following table presents our revenues disaggregated by business (in thousands):
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Debt (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Outstanding Debt | The following table sets forth the face values of our outstanding debt as of June 30, 2019 and December 31, 2018 (in thousands):
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Derivatives (Tables) |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Unsettled Purchased Foreign Currency Forward Contracts | As of June 30, 2019 and December 31, 2018, we had the following unsettled purchased foreign currency forward contracts that were entered into to hedge our operational exposure to foreign currency movements (in thousands, except for average contract rates):
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Schedule of Outstanding Interest Rate Swaps | Interest rate swaps outstanding during the six months ended June 30, 2019 and 2018 are as follows:
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(3) As of February 22, 2017.
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Schedule of Estimated Fair Values of Derivatives Designated as Hedging Instruments | The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2019 and December 31, 2018 are as follows (in thousands):
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Schedule of Effects of Derivative Instruments Net of Taxes on Other Comprehensive Income (Loss) | The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2019 and 2018 are as follows (in thousands):
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Fair Value Measurements (Tables) |
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present our assets (liabilities) that are required to be measured at fair value on a recurring basis as of June 30, 2019 and December 31, 2018 (in thousands):
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Fair Value and Carrying Value of Debt | The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2019 and December 31, 2018 (in thousands):
______________________________ (1) Excludes net unamortized debt issuance costs.
|
Accumulated Other Comprehensive Income (Loss) (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Accumulated Other Comprehensive Income (Loss), Net of Related Deferred Income Taxes | As of June 30, 2019 and December 31, 2018, the components of accumulated other comprehensive income (loss), net of related deferred income taxes, are as follows (in thousands):
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Earnings Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of Numerators and Denominators Used in Computations of Basic and Diluted Earnings Per Share from Continuing Operations | The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data):
|
Leases (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Lease Expense | The following table presents the components of lease expense (in thousands):
The following table presents supplemental cash flow information related to leases (in thousands):
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Supplemental Balance Sheet Information | The following table presents supplemental balance sheet information related to leases (in thousands):
The following table presents other supplemental information related to leases:
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||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Lease Payment Obligations Under Operating Leases | Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands):
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Future Minimum Lease Payment Obligations Under Financing Leases | Future minimum lease payments under non-cancellable leases as of June 30, 2019 are as follows (in thousands):
|
Segment Information (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2019 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Segment Information | Segment information for the three and six months ended June 30, 2019 and 2018 is as follows (in thousands):
______________________________
______________________________________________________
of a service contract, which are capitalized and amortized to cost of revenue over an average expected life of the service contract, generally over three years to ten years. This consideration is made with the objective of increasing the number of clients or to ensure or improve customer loyalty. These service contract terms are established such that the supplier and other fees generated over the life of the contract will exceed the cost of the incentive consideration provided up front. These service contracts with travel agency subscribers require that the customer commit to achieving certain economic objectives and generally have terms requiring repayment of the upfront incentive consideration if those objectives are not met.
(4) Litigation costs, net represent charges associated with antitrust litigation. See Note 10. Contingencies. (5) Acquisition-related costs represent fees and expenses incurred associated with the 2018 agreement to acquire Farelogix Inc. ("Farelogix").
|
General Information - Additional Information (Details) |
3 Months Ended | 6 Months Ended | |||||
---|---|---|---|---|---|---|---|
Jun. 30, 2019
USD ($)
$ / shares
|
Mar. 31, 2019
$ / shares
|
Jun. 30, 2018
$ / shares
|
Mar. 31, 2018
$ / shares
|
Jun. 30, 2019
USD ($)
segment
$ / shares
shares
|
Jun. 30, 2018
USD ($)
$ / shares
|
Feb. 28, 2017
USD ($)
|
|
Accounting Policies [Abstract] | |||||||
Number of business segments | segment | 3 | ||||||
Common stock shares issued (in shares) | shares | 2,495,610 | ||||||
Net (payments) receipts on the settlement of equity-based awards | $ 7,002,000 | $ (1,637,000) | |||||
Proceeds from the exercise of employee stock options | 5,000,000 | ||||||
Payment of income tax withholdings related to settlement of share based awards | $ 12,000,000 | ||||||
Common stock cash dividend paid per share (in dollars per share) | $ / shares | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | $ 0.14 | |
Cash dividends paid to common stockholders | $ 76,875,000 | $ 77,053,000 | |||||
Amount authorized to be repurchased | $ 500,000,000 | ||||||
Shares repurchased (in shares) | shares | 3,673,768 | ||||||
Repurchase of common stock | $ (77,636,000) | $ (26,281,000) | |||||
Remaining amount authorized to be repurchased | $ 287,000,000 | $ 287,000,000 |
Revenue from Contracts with Customers - Contract Balances (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Revenue from External Customer [Line Items] | ||
Contract liabilities | $ 197,331 | $ 165,858 |
Contract assets | 7,000 | 4,000 |
Prepaid expenses and other current assets / other assets, net | ||
Revenue from External Customer [Line Items] | ||
Contract assets, current | 115,643 | 79,268 |
Accounts receivable, net | ||
Revenue from External Customer [Line Items] | ||
Contract assets, current | 596,597 | 501,467 |
Other assets, net | ||
Revenue from External Customer [Line Items] | ||
Contract assets, noncurrent | $ 54,169 | $ 50,467 |
Revenue from Contracts with Customers - Narrative (Details) $ in Millions |
6 Months Ended |
---|---|
Jun. 30, 2019
USD ($)
| |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized | $ 35 |
Revenue from Contracts with Customers - Disaggregated Revenue (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | $ 1,000,006 | $ 984,376 | $ 2,049,367 | $ 1,972,745 |
Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 724,632 | 719,685 | 1,498,600 | 1,440,821 |
Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 211,833 | 204,822 | 424,760 | 411,425 |
Operating Segments | Hospitality Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 73,876 | 68,314 | 146,707 | 136,442 |
Eliminations | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | (10,335) | (8,445) | (20,700) | (15,943) |
Air | Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 584,424 | 587,386 | 1,224,902 | 1,180,631 |
Lodging, Ground and Sea | Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 96,969 | 91,914 | 187,256 | 176,031 |
Other | Operating Segments | Travel Network | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 43,239 | 40,385 | 86,442 | 84,159 |
SabreSonic Passenger Reservation System | Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 126,236 | 130,156 | 253,464 | 250,178 |
Commercial and Operations Solutions | Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 84,230 | 73,466 | 167,788 | 158,560 |
Other | Operating Segments | Airline Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 1,367 | 1,200 | 3,508 | 2,687 |
SynXis Software and Services | Operating Segments | Hospitality Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | 64,798 | 59,945 | 129,012 | 120,215 |
Other | Operating Segments | Hospitality Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total Sabre Revenue | $ 9,078 | $ 8,369 | $ 17,695 | $ 16,227 |
Income Taxes - Additional Information (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 36 Months Ended | ||
---|---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2019 |
Jun. 30, 2018 |
Dec. 31, 2016 |
Dec. 31, 2018 |
|
Income Tax Contingency [Line Items] | |||||
Effective income tax rate | 22.00% | 17.00% | |||
Unrecognized tax benefits | $ 51,000,000 | $ 51,000,000 | $ 69,000,000 | ||
Percentage of future payments to existing shareholders, US federal income tax cash savings | 85.00% | ||||
Percentage of future payments to other shareholders, US federal income tax cash savings | 15.00% | ||||
Payments on TRA | $ 101,482,000 | $ 58,908,000 | |||
Travelocity | |||||
Income Tax Contingency [Line Items] | |||||
U.S. tax benefit related to discontinued operations | 14,000,000 | 15,000,000 | |||
Internal Revenue Service (IRS) | |||||
Income Tax Contingency [Line Items] | |||||
Current TRA liability | 71,000,000 | 71,000,000 | 104,000,000 | ||
Payments on TRA | 105,000,000 | 60,000,000 | $ 0 | ||
Accrued interest of TRA liability | 3,000,000 | 3,000,000 | $ 1,000,000 | ||
Other noncurrent liabilities | Internal Revenue Service (IRS) | |||||
Income Tax Contingency [Line Items] | |||||
TRA liability | $ 1,000,000 | $ 1,000,000 | $ 73,000,000 |
Debt - Narrative (Details) |
3 Months Ended | 6 Months Ended | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 02, 2018 |
Aug. 23, 2017
USD ($)
|
Mar. 31, 2017
USD ($)
|
Feb. 22, 2017
USD ($)
|
Jul. 18, 2016
USD ($)
|
Jun. 30, 2019
USD ($)
|
Jun. 30, 2018
USD ($)
|
Mar. 31, 2017
USD ($)
|
Jun. 30, 2019
USD ($)
|
Jun. 30, 2018
USD ($)
|
Dec. 31, 2018
USD ($)
|
Sep. 30, 2013
USD ($)
|
Feb. 28, 2013
USD ($)
|
|
Line of Credit Facility [Line Items] | |||||||||||||
Outstanding debt | $ 3,382,000,000 | $ 3,382,000,000 | $ 3,406,000,000 | ||||||||||
Debt issuance costs | 16,000,000 | 16,000,000 | 18,000,000 | ||||||||||
Unamortized discount | 7,000,000 | 7,000,000 | 7,000,000 | ||||||||||
Repayment of debt | 23,655,000 | $ 23,655,000 | |||||||||||
Loss on extinguishment of debt | 0 | $ 0 | 0 | $ 633,000 | |||||||||
Face value of outstanding debt | 3,322,093,000 | 3,322,093,000 | 3,363,420,000 | ||||||||||
Outstanding letters of credit that will reduce overall credit capacity | 12,000,000 | 12,000,000 | 15,000,000 | ||||||||||
Mortgage Facility | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extinguishment of debt | $ 80,000,000 | ||||||||||||
Amended And Restated Credit Agreement | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Maximum total net leverage ratio | 4.5 | ||||||||||||
Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extension of maturity date | 1 year | ||||||||||||
Term Loan | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extinguishment of debt | $ 1,761,000,000 | ||||||||||||
Payment of associated financing fees | $ 12,000,000 | ||||||||||||
Term Loan | Amended And Restated Credit Agreement, Term Loan B | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 1,775,000,000 | ||||||||||||
Term Loan | Amended And Restated Credit Agreement, Term Loan C | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | 425,000,000 | ||||||||||||
Term Loan | Incremental Term Loan Facility | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 350,000,000 | ||||||||||||
Term Loan | Second Amended and Restated Credit Agreement, Term Loan A | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 600,000,000 | ||||||||||||
Proceeds from line of credit | 597,000,000 | ||||||||||||
Debt instrument discount | 3,000,000 | ||||||||||||
Term Loan | Third Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Unamortized discount | 2,000,000 | 2,000,000 | |||||||||||
Credit facility amount | 1,900,000,000 | ||||||||||||
Proceeds from line of credit | 1,898,000,000 | ||||||||||||
Debt instrument discount | $ 2,000,000 | ||||||||||||
Term Loan | Second Amended and Restated Credit Agreement | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Debt issuance costs | 9,000,000 | 9,000,000 | |||||||||||
Unamortized discount | $ 3,000,000 | $ 3,000,000 | |||||||||||
Revolving Credit Facility | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Extinguishment of debt | 120,000,000 | ||||||||||||
Payment of associated financing fees | 11,000,000 | ||||||||||||
Revolving Credit Facility | Senior Secured Credit Facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face value of outstanding debt | 0 | 0 | 0 | ||||||||||
Revolving Credit Facility | Amended And Restated Credit Agreement | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 352,000,000 | ||||||||||||
Revolving Credit Facility | Second Amended and Restated Credit Agreement, New Revolver | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | 400,000,000 | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 400,000,000 | ||||||||||||
Senior secured first-lien net leverage ratio | 3.75 | ||||||||||||
Decrease in variable basis spread, quarterly | 0.25% | ||||||||||||
Decrease in variable basis spread, maximum | 0.75% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.50% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.75% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.50% | ||||||||||||
Revolving Credit Facility | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 0.75% | ||||||||||||
Term Loan B and Incremental Term Loan Facility | Term Loan B and Incremental Term Loan Facility | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Repayment of debt | $ 350,000,000 | ||||||||||||
New Term Loan B | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face value of outstanding debt | 1,852,832,000 | 1,852,832,000 | 1,862,237,000 | ||||||||||
New Term Loan B | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 1,891,000,000 | ||||||||||||
Senior secured first-lien net leverage ratio | 3.00 | ||||||||||||
New Term Loan B | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.25% | ||||||||||||
New Term Loan B | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.25% | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Loss on extinguishment of debt | 1,000,000 | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | Other, net | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Financing fees | 2,000,000 | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.00% | ||||||||||||
New Term Loan B | Fifth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.00% | ||||||||||||
New Term Loan A | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Face value of outstanding debt | $ 513,000,000 | $ 513,000,000 | $ 527,250,000 | ||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Credit facility amount | $ 570,000,000 | ||||||||||||
Senior secured first-lien net leverage ratio | 2.25 | ||||||||||||
Decrease in variable basis spread, quarterly | 0.25% | ||||||||||||
Decrease in variable basis spread, maximum | 0.75% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 2.50% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Eurocurrency | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.75% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Minimum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 1.50% | ||||||||||||
New Term Loan A | Fourth Incremental Term Facility Amendment | Senior secured credit facilities | Base Rate | Maximum | |||||||||||||
Line of Credit Facility [Line Items] | |||||||||||||
Variable basis spread | 0.75% |
Debt - Face Value of Outstanding Debt (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2019 |
Dec. 31, 2018 |
|
Debt Instrument [Line Items] | ||
Debt outstanding | $ 3,322,093,000 | $ 3,363,420,000 |
Finance lease obligations | 8,922,000 | |
Finance lease obligations | 12,368,000 | |
Face value of total debt outstanding | 3,404,754,000 | 3,431,855,000 |
Less current portion of debt outstanding | (82,661,000) | (68,435,000) |
Senior secured credit facilities | Term Loan A | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 513,000,000 | 527,250,000 |
Senior secured credit facilities | Term Loan A | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on LIBOR | 2.00% | |
Senior secured credit facilities | Term Loan B | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 1,852,832,000 | 1,862,237,000 |
Senior secured credit facilities | Term Loan B | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on LIBOR | 2.00% | |
Senior secured credit facilities | Revolver, $400 million | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 0 | 0 |
Credit facility amount | $ 400,000,000 | |
Senior secured credit facilities | Revolver, $400 million | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on LIBOR | 2.00% | |
Senior secured notes | 5.375% senior secured notes due 2023 | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 530,000,000 | 530,000,000 |
Outstanding debt rate | 5.375% | |
Senior secured notes | 5.25% senior secured notes due 2023 | ||
Debt Instrument [Line Items] | ||
Debt outstanding | $ 500,000,000 | $ 500,000,000 |
Outstanding debt rate | 5.25% |
Derivatives - Narrative (Details) - USD ($) |
3 Months Ended | 6 Months Ended | |||||||
---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
Dec. 31, 2018 |
Apr. 30, 2018 |
Sep. 30, 2017 |
Mar. 31, 2017 |
Feb. 22, 2017 |
|
Derivative [Line Items] | |||||||||
Hedging ineffectiveness recorded in earnings | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Estimated gain reclassified from other comprehensive income (loss) to earnings as contracts settle | 1,000,000 | ||||||||
Interest expense | 39,608,000 | 39,409,000 | 77,621,000 | 77,518,000 | |||||
Derivatives Not Designated as Hedging Instruments | Reclassification out of AOCI | |||||||||
Derivative [Line Items] | |||||||||
Interest expense | $ 2,000,000 | $ 4,000,000 | |||||||
Interest rate swaps | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | $ 750,000,000 | |||||
Interest rate swaps | Derivatives Designated as Hedging Instruments | |||||||||
Derivative [Line Items] | |||||||||
Accumulated losses in other comprehensive income | $ 14,000,000 | ||||||||
Interest rate swaps, 2019 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 600,000,000 | ||||||||
Interest rate swaps, 2020 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | 300,000,000 | ||||||||
Interest rate swaps, 2021 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 450,000,000 | ||||||||
Interest Rate Swap, Floating Term Loan B, 2020 And 2021 | Cash Flow Hedging | |||||||||
Derivative [Line Items] | |||||||||
Notional amount | $ 150,000,000 |
Derivatives - Schedule of Unsettled Purchased Foreign Currency Forward Contracts (Details) - Long - Foreign currency forward contracts ₨ in Thousands, £ in Thousands, zł in Thousands, kr in Thousands, R$ in Thousands, $ in Thousands, $ in Thousands, $ in Thousands |
Jun. 30, 2019
PLN (zł)
|
Jun. 30, 2019
BRL (R$)
|
Jun. 30, 2019
USD ($)
|
Jun. 30, 2019
INR (₨)
|
Jun. 30, 2019
SEK (kr)
|
Jun. 30, 2019
AUD ($)
|
Jun. 30, 2019
GBP (£)
|
Jun. 30, 2019
SGD ($)
|
Dec. 31, 2018
PLN (zł)
|
Dec. 31, 2018
BRL (R$)
|
Dec. 31, 2018
USD ($)
|
Dec. 31, 2018
INR (₨)
|
Dec. 31, 2018
SEK (kr)
|
Dec. 31, 2018
AUD ($)
|
Dec. 31, 2018
GBP (£)
|
Dec. 31, 2018
SGD ($)
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Polish Zloty | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | zł 242,500 | $ 65,077 | zł 23,950 | $ 17,674 | ||||||||||||
Average Contract Rate | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.2684 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 | 0.7379 |
Singapore Dollar | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 43,500 | $ 58,900 | $ 5,678 | $ 48,250 | ||||||||||||
Average Contract Rate | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.7385 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 | 0.1177 |
British Pound Sterling | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 23,764 | £ 18,050 | $ 26,525 | £ 19,600 | ||||||||||||
Average Contract Rate | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3166 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 | 1.3533 |
Indian Rupee | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 37,472 | ₨ 2,730,000 | $ 39,956 | ₨ 2,880,000 | ||||||||||||
Average Contract Rate | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 | 0.0139 |
Australian Dollar | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 14,341 | $ 20,100 | $ 44,504 | $ 59,800 | ||||||||||||
Average Contract Rate | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7135 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 | 0.7442 |
Swedish Krona | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | $ 5,411 | kr 48,300 | $ 64,281 | kr 232,500 | ||||||||||||
Average Contract Rate | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.1120 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 | 0.2765 |
Brazilian Real | ||||||||||||||||
Derivative [Line Items] | ||||||||||||||||
Notional Amount | R$ 3,800 | $ 874 | R$ 14,300 | $ 3,753 | ||||||||||||
Average Contract Rate | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2448 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 | 0.2615 |
Derivatives - Schedule of Outstanding Interest Rate Swaps (Details) |
Jun. 30, 2019
USD ($)
|
---|---|
Derivative [Line Items] | |
Interest rate swap contracts, floor rate | 1.00% |
Derivatives Designated as Hedging Instruments | |
Derivative [Line Items] | |
Interest rate swap contracts, floor rate | 0.00% |
Derivatives Designated as Hedging Instruments | 1.65% | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Paid | 1.65% |
Derivatives Designated as Hedging Instruments | 2.27% | |
Derivative [Line Items] | |
Notional Amount | $ 1,350,000,000 |
Interest Rate Paid | 2.27% |
Derivatives Designated as Hedging Instruments | 2.19% | |
Derivative [Line Items] | |
Notional Amount | $ 1,200,000,000 |
Interest Rate Paid | 2.19% |
Derivatives Designated as Hedging Instruments | 2.81% | |
Derivative [Line Items] | |
Notional Amount | $ 600,000,000 |
Interest Rate Paid | 2.81% |
Derivatives Not Designated as Hedging Instruments | 2.61% | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Paid | 2.61% |
Derivatives Not Designated as Hedging Instruments | 1.67% | |
Derivative [Line Items] | |
Notional Amount | $ 750,000,000 |
Interest Rate Received | 1.67% |
Derivatives - Schedule of Estimated Fair Values of Derivatives Designated as Hedging Instruments (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Derivative [Line Items] | ||
Derivative Assets (Liabilities) | $ (15,921) | $ (316) |
Prepaid expenses and other current assets | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative asset | 594 | 0 |
Prepaid expenses and other current assets | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 3,674 |
Other accrued liabilities | Foreign exchange contracts | ||
Derivative [Line Items] | ||
Derivative liability | 0 | (4,285) |
Other accrued liabilities | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liability | (4,752) | 0 |
Other assets, net | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative asset | 0 | 295 |
Other noncurrent liabilities | Interest rate swaps | ||
Derivative [Line Items] | ||
Derivative liability | $ (11,763) | $ 0 |
Derivatives - Schedule of Effects of Derivative Instruments Net of Taxes on Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Derivative [Line Items] | ||||
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | $ (9,174) | $ (5,226) | $ (14,583) | $ 2,686 |
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | 307 | 44 | 2,510 | (1,705) |
Foreign exchange contracts | ||||
Derivative [Line Items] | ||||
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | 565 | (8,653) | 311 | (6,290) |
Foreign exchange contracts | Cost of revenue | ||||
Derivative [Line Items] | ||||
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | 844 | (1,042) | 3,566 | (4,353) |
Interest rate swaps | ||||
Derivative [Line Items] | ||||
Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion | (9,739) | 3,427 | (14,894) | 8,976 |
Interest rate swaps | Interest expense, net | ||||
Derivative [Line Items] | ||||
Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion | $ (537) | $ 1,086 | $ (1,056) | $ 2,648 |
Fair Value Measurements - Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | $ (15,921) | $ (316) |
Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | (15,921) | (316) |
Recurring | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Recurring | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | (15,921) | (316) |
Recurring | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total | 0 | 0 |
Foreign currency forward contracts | Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 594 | (4,285) |
Foreign currency forward contracts | Recurring | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 0 | 0 |
Foreign currency forward contracts | Recurring | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 594 | (4,285) |
Foreign currency forward contracts | Recurring | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 0 | 0 |
Interest rate swaps | Recurring | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | (16,515) | 3,969 |
Interest rate swaps | Recurring | Level 1 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | 0 | 0 |
Interest rate swaps | Recurring | Level 2 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | (16,515) | 3,969 |
Interest rate swaps | Recurring | Level 3 | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative Assets (Liabilities) | $ 0 | $ 0 |
Fair Value Measurements - Schedule of Fair Value and Carrying Value of Debt (Details) - USD ($) |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Term Loan A | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 510,435,000 | $ 520,000,000 |
Term Loan A | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 511,541,000 | 525,514,000 |
Term Loan B | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 1,850,516,000 | 1,798,233,000 |
Term Loan B | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 1,847,611,000 | 1,856,496,000 |
Revolver, $400 million | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Credit facility amount | 400,000,000 | |
Revolver, $400 million | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 0 | 0 |
Revolver, $400 million | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | 0 | 0 |
5.375% senior secured notes due 2023 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 543,780,000 | 529,799,000 |
Interest rate | 5.375% | |
5.375% senior secured notes due 2023 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 530,000,000 | 530,000,000 |
5.25% senior secured notes due 2023 | Fair Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 515,320,000 | 495,248,000 |
Interest rate | 5.25% | |
5.25% senior secured notes due 2023 | Carrying Value | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Financial instrument fair value | $ 500,000,000 | $ 500,000,000 |
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Equity [Abstract] | ||
Defined benefit pension and other post retirement benefit plans | $ (137,541) | $ (139,430) |
Unrealized foreign currency translation gain | 5,694 | 7,201 |
Unrealized loss on foreign currency forward contracts and interest rate swaps | (12,569) | (495) |
Total accumulated other comprehensive loss, net of tax | $ (144,416) | $ (132,724) |
Earnings Per Share - Reconciliation of Basic and Diluted Earnings Per Share from Continuing Operations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Numerator: | ||||
Income from continuing operations | $ 28,094 | $ 92,565 | $ 87,308 | $ 183,014 |
Less: Net income attributable to noncontrolling interests | 1,606 | 1,079 | 2,518 | 2,441 |
Net income from continuing operations available to common stockholders, basic and diluted | $ 26,488 | $ 91,486 | $ 84,790 | $ 180,573 |
Denominator: | ||||
Basic weighted-average common shares outstanding (in shares) | 274,245 | 275,715 | 274,911 | 275,220 |
Add: Dilutive effect of stock options and restricted stock awards (in shares) | 1,238 | 1,465 | 1,685 | 1,345 |
Diluted weighted-average common shares outstanding (in shares) | 275,483 | 277,180 | 276,596 | 276,565 |
Earnings per share from continuing operations: | ||||
Basic (in dollars per share) | $ 0.10 | $ 0.33 | $ 0.31 | $ 0.66 |
Diluted (in dollars per share) | $ 0.10 | $ 0.33 | $ 0.31 | $ 0.65 |
Earnings Per Share - Additional Information (Details) - shares shares in Millions |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Earnings Per Share [Abstract] | ||||
Common stock equivalents (in shares) | 2 | 4 | 1 | 4 |
Leases - Narrative (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Jan. 01, 2019 |
---|---|---|
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 69,130 | |
Other accrued liabilities | 25,365 | |
Other noncurrent liabilities | $ 50,125 | |
Topic 842 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease right-of-use assets | $ 72,000 | |
Other accrued liabilities | 25,000 | |
Other noncurrent liabilities | $ 47,000 |
Leases - Components of Lease Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended |
---|---|---|
Jun. 30, 2019 |
Jun. 30, 2019 |
|
Leases [Abstract] | ||
Operating lease cost | $ 6,546 | $ 12,887 |
Finance lease cost: | ||
Amortization of right-of-use assets | 1,785 | 3,571 |
Interest on lease liabilities | 122 | 265 |
Total finance lease cost | $ 1,907 | $ 3,836 |
Leases - Supplemental Cash Flow Information (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2019
USD ($)
| |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows used in operating leases | $ 13,184 |
Operating cash flows used in finance leases | 265 |
Financing cash flows used in finance leases | 3,446 |
Right-of-use assets obtained in exchange for lease obligations: | |
Operating leases | 15,232 |
Finance leases | $ 0 |
Leases - Supplemental Balance Sheet Information (Details) $ in Thousands |
Jun. 30, 2019
USD ($)
|
---|---|
Operating Leases | |
Operating lease right-of-use assets | $ 69,130 |
Other accrued liabilities | 25,365 |
Other noncurrent liabilities | 50,125 |
Total operating lease liabilities | 75,490 |
Finance Leases | |
Property and equipment | 34,952 |
Accumulated depreciation | (23,693) |
Property and equipment, net | 11,259 |
Other accrued liabilities | 6,851 |
Other noncurrent liabilities | 2,071 |
Total finance lease liabilities | $ 8,922 |
Weighted Average Remaining Lease Term (in years) | |
Operating leases | 4 years 9 months 18 days |
Finance leases | 1 year 1 month 6 days |
Weighted Average Discount Rate | |
Operating leases | 5.20% |
Finance leases | 4.70% |
Leases - Future Minimum Lease Payments (Details) $ in Thousands |
Jun. 30, 2019
USD ($)
|
---|---|
Operating Leases | |
2019 | $ 13,951 |
2020 | 21,042 |
2021 | 15,238 |
2022 | 10,957 |
2023 | 7,915 |
Thereafter | 17,528 |
Total | 86,631 |
Imputed Interest | (11,141) |
Total | 75,490 |
Finance Leases | |
2019 | 3,617 |
2020 | 5,610 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | 9,227 |
Imputed Interest | (305) |
Total | $ 8,922 |
Contingencies - Antitrust Litigation and Investigations (Details) - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|---|
Apr. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2016 |
Jun. 30, 2019 |
|
Loss Contingencies [Line Items] | |||||
VAT receivables | $ 21 | ||||
Foreign Tax Authority | Indian Income Tax Litigation | |||||
Loss Contingencies [Line Items] | |||||
Taxes, interest and penalties | $ 43 | ||||
US Airways Litigation | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 15 | $ 15 | |||
Loss contingency accrual | $ 32 | 32 | |||
Reasonable attorneys' fees, expenses and costs | 17 | ||||
US Airways Litigation | Minimum | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 32 | 32 | |||
US Airways Litigation | Maximum | |||||
Loss Contingencies [Line Items] | |||||
Estimate of possible loss | 65 | $ 65 | |||
US Airways Litigation | US Airways | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 15 | $ 5 | |||
Attorneys' fees and costs sought | $ 125 |
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Segment Reporting Information [Line Items] | ||||
Revenue | $ 1,000,006 | $ 984,376 | $ 2,049,367 | $ 1,972,745 |
Adjusted Gross Profit | 350,438 | 373,678 | 723,528 | 778,257 |
Adjusted Operating Income | 126,953 | 171,986 | 282,715 | 369,582 |
Adjusted EBITDA | 235,635 | 277,002 | 497,984 | 578,340 |
Depreciation and amortization | 104,847 | 102,943 | 208,290 | 204,819 |
Adjusted Capital Expenditures | 29,332 | 67,187 | 67,196 | 131,886 |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | 284,183 | 324,169 | 592,437 | 671,934 |
Depreciation and amortization | 87,626 | 83,728 | 173,873 | 167,344 |
Adjusted Capital Expenditures | 17,871 | 44,733 | 38,843 | 93,547 |
Operating Segments | Travel Network | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 724,632 | 719,685 | 1,498,600 | 1,440,821 |
Adjusted Gross Profit | 252,293 | 275,740 | 534,973 | 573,756 |
Adjusted Operating Income | 159,797 | 196,003 | 352,969 | 407,847 |
Adjusted EBITDA | 210,364 | 244,099 | 453,219 | 505,686 |
Depreciation and amortization | 30,721 | 28,435 | 61,276 | 58,722 |
Adjusted Capital Expenditures | 4,877 | 13,744 | 9,863 | 28,039 |
Operating Segments | Airline Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 211,833 | 204,822 | 424,760 | 411,425 |
Adjusted Gross Profit | 85,801 | 84,260 | 163,932 | 174,023 |
Adjusted Operating Income | 22,660 | 22,813 | 38,084 | 53,525 |
Adjusted EBITDA | 65,945 | 69,116 | 124,339 | 143,535 |
Depreciation and amortization | 43,285 | 46,303 | 86,255 | 90,010 |
Adjusted Capital Expenditures | 11,096 | 22,825 | 23,586 | 47,170 |
Operating Segments | Hospitality Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | 73,876 | 68,314 | 146,707 | 136,442 |
Adjusted Gross Profit | 16,767 | 18,653 | 32,477 | 38,896 |
Adjusted Operating Income | (5,746) | 1,964 | (11,463) | 4,101 |
Adjusted EBITDA | 7,874 | 10,954 | 14,879 | 22,713 |
Depreciation and amortization | 13,620 | 8,990 | 26,342 | 18,612 |
Adjusted Capital Expenditures | 1,898 | 8,164 | 5,394 | 18,338 |
Eliminations | ||||
Segment Reporting Information [Line Items] | ||||
Revenue | (10,335) | (8,445) | (20,700) | (15,943) |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Adjusted Gross Profit | (4,423) | (4,975) | (7,854) | (8,418) |
Adjusted Operating Income | (49,758) | (48,794) | (96,875) | (95,891) |
Adjusted EBITDA | (48,548) | (47,167) | (94,453) | (93,594) |
Depreciation and amortization | 17,221 | 19,215 | 34,417 | 37,475 |
Adjusted Capital Expenditures | $ 11,461 | $ 22,454 | $ 28,353 | $ 38,339 |
Segment Information - Adjusted Gross Margin (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Segment Reporting [Abstract] | ||||
Adjusted Gross Profit | $ 350,438 | $ 373,678 | $ 723,528 | $ 778,257 |
Less adjustments: | ||||
Selling, general and administrative | 154,705 | 123,784 | 306,096 | 253,895 |
Cost of revenue adjustments: | ||||
Depreciation and amortization | 86,593 | 85,013 | 171,513 | 168,939 |
Amortization of upfront incentive consideration | 19,846 | 19,661 | 38,974 | 39,117 |
Stock-based compensation | 7,381 | 6,387 | 14,625 | 12,072 |
Operating income | $ 81,913 | $ 138,833 | $ 192,320 | $ 304,234 |
Segment Information - Adjustment Operating Income (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Segment Reporting [Abstract] | ||||
Adjusted Operating Income | $ 126,953 | $ 171,986 | $ 282,715 | $ 369,582 |
Less adjustments: | ||||
Joint venture equity income | 413 | 951 | 946 | 2,122 |
Acquisition-related amortization | 16,011 | 17,588 | 31,995 | 35,178 |
Acquisition-related costs | 8,935 | 0 | 20,641 | 0 |
Litigation costs, net | 1,386 | 1,020 | 2,824 | 1,848 |
Stock-based compensation | 18,295 | 13,594 | 33,989 | 26,200 |
Operating income | $ 81,913 | $ 138,833 | $ 192,320 | $ 304,234 |
Segment Information - Adjusted EBITDA (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Segment Reporting Information [Line Items] | ||||
Adjusted EBITDA | $ 235,635 | $ 277,002 | $ 497,984 | $ 578,340 |
Less adjustments: | ||||
Depreciation and amortization of property and equipment | 79,209 | 74,960 | 154,557 | 149,423 |
Amortization of capitalized implementation costs | 9,627 | 10,395 | 21,738 | 20,218 |
Acquisition-related amortization | 16,011 | 17,588 | 31,995 | 35,178 |
Amortization of upfront incentive consideration | 19,846 | 19,661 | 38,974 | 39,117 |
Interest expense, net | 39,608 | 39,409 | 77,621 | 77,518 |
Loss on extinguishment of debt | 0 | 0 | 0 | 633 |
Other, net | 2,479 | 7,735 | 4,349 | 8,841 |
Acquisition-related costs | 8,935 | 0 | 20,641 | 0 |
Litigation costs, net | 1,386 | 1,020 | 2,824 | 1,848 |
Stock-based compensation | 18,295 | 13,594 | 33,989 | 26,200 |
Provision for income taxes | 12,145 | 75 | 23,988 | 36,350 |
Income from continuing operations | $ 28,094 | $ 92,565 | $ 87,308 | $ 183,014 |
Minimum | ||||
Less adjustments: | ||||
Average expected life of the service contract to cost of revenue | 3 years | |||
Maximum | ||||
Less adjustments: | ||||
Average expected life of the service contract to cost of revenue | 10 years |
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