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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-8647322
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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Page No.
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Item 1.
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|
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Item 2.
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||
Item 3.
|
||
Item 4.
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Item 1.
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Item 1A.
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Item 2.
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Item 6.
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ITEM 1.
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FINANCIAL STATEMENTS
|
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Three Months Ended March 31,
|
||||||
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2018
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|
2017
|
||||
Revenue
|
$
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988,369
|
|
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$
|
915,353
|
|
Cost of revenue
|
692,857
|
|
|
607,586
|
|
||
Selling, general and administrative
|
130,111
|
|
|
144,441
|
|
||
Operating income
|
165,401
|
|
|
163,326
|
|
||
Other income (expense):
|
|
|
|
|
|
||
Interest expense, net
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(38,109
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)
|
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(39,561
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)
|
||
Loss on extinguishment of debt
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(633
|
)
|
|
—
|
|
||
Joint venture equity income
|
1,171
|
|
|
898
|
|
||
Other, net
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(1,106
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)
|
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(15,234
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)
|
||
Total other expense, net
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(38,677
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)
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(53,897
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)
|
||
Income from continuing operations before income taxes
|
126,724
|
|
|
109,429
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|
||
Provision for income taxes
|
36,275
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|
|
31,707
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|
||
Income from continuing operations
|
90,449
|
|
|
77,722
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|
||
Loss from discontinued operations, net of tax
|
(1,207
|
)
|
|
(477
|
)
|
||
Net income
|
89,242
|
|
|
77,245
|
|
||
Net income attributable to noncontrolling interests
|
1,362
|
|
|
1,306
|
|
||
Net income attributable to common stockholders
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$
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87,880
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|
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$
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75,939
|
|
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||||
Basic net income per share attributable to common stockholders:
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|
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|
||
Income from continuing operations
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$
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0.32
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|
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$
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0.28
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Income from discontinued operations
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—
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|
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—
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|
||
Net income per common share
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$
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0.32
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|
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$
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0.28
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Diluted net income per share attributable to common stockholders:
|
|
|
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|
||
Income from continuing operations
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$
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0.32
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|
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$
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0.27
|
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Income from discontinued operations
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—
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|
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—
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|
||
Net income per common share
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$
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0.32
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|
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$
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0.27
|
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Weighted-average common shares outstanding:
|
|
|
|
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|
||
Basic
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274,720
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|
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277,353
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Diluted
|
276,844
|
|
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279,559
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|
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|
||||
Dividends per common share
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$
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0.14
|
|
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$
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0.14
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Three Months Ended March 31,
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||||||
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2018
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2017
|
||||
Net income
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$
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89,242
|
|
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$
|
77,245
|
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Other comprehensive income, net of tax:
|
|
|
|
||||
Foreign currency translation adjustments ("CTA"), net of tax
|
|
|
|
||||
Foreign CTA gains (losses), net of tax
|
2,975
|
|
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(814
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)
|
||
Net change in foreign CTA gains (losses), net of tax
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2,975
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(814
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)
|
||
Retirement-related benefit plans:
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|
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|
||||
Amortization of prior service credits, net of tax
|
(278
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)
|
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(358
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)
|
||
Amortization of actuarial losses, net of tax
|
1,397
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1,875
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|
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Net change in retirement-related benefit plans, net of tax
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1,119
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1,517
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|
||
Derivatives and available-for-sale securities:
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|
||||
Unrealized gains, net of taxes of $(2,021) and $(844)
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7,412
|
|
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4,655
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|
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Reclassification adjustment for realized (losses) gains, net of taxes of $352 and $(915)
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(1,749
|
)
|
|
2,871
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|
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Net change in derivatives and available-for-sale securities, net of tax
|
5,663
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7,526
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|
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Share of other comprehensive income (loss) of joint venture
|
129
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|
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(68
|
)
|
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Other comprehensive income
|
9,886
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|
|
8,161
|
|
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Comprehensive income
|
99,128
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|
|
85,406
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|
||
Less: Comprehensive income attributable to noncontrolling interests
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(1,362
|
)
|
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(1,306
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)
|
||
Comprehensive income attributable to Sabre Corporation
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$
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97,766
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$
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84,100
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March 31, 2018
|
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December 31, 2017
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||||
Assets
|
|
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|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
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361,103
|
|
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$
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361,381
|
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Accounts receivable, net
|
583,624
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|
|
490,558
|
|
||
Prepaid expenses and other current assets
|
148,328
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|
|
108,753
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|
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Total current assets
|
1,093,055
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960,692
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|
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Property and equipment, net of accumulated depreciation of $1,306,875 and $1,236,523
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791,662
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799,194
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|
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Investments in joint ventures
|
27,962
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27,527
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|
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Goodwill
|
2,557,025
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2,554,987
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Acquired customer relationships, net of accumulated amortization of $693,387 and $687,072
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345,598
|
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351,034
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|
||
Other intangible assets, net of accumulated amortization of $605,270 and $594,015
|
320,916
|
|
|
332,171
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|
||
Deferred income taxes
|
32,497
|
|
|
31,817
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|
||
Other assets, net
|
615,837
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|
591,942
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|
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Total assets
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$
|
5,784,552
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$
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5,649,364
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|
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|
||||
Liabilities and stockholders’ equity
|
|
|
|
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|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
173,644
|
|
|
$
|
162,755
|
|
Accrued compensation and related benefits
|
61,598
|
|
|
112,343
|
|
||
Accrued subscriber incentives
|
314,757
|
|
|
271,200
|
|
||
Deferred revenues
|
94,662
|
|
|
110,532
|
|
||
Other accrued liabilities
|
244,918
|
|
|
198,353
|
|
||
Current portion of debt
|
57,204
|
|
|
57,138
|
|
||
Tax Receivable Agreement
|
61,755
|
|
|
59,826
|
|
||
Total current liabilities
|
1,008,538
|
|
|
972,147
|
|
||
Deferred income taxes
|
147,127
|
|
|
99,801
|
|
||
Other noncurrent liabilities
|
395,882
|
|
|
480,185
|
|
||
Long-term debt
|
3,387,008
|
|
|
3,398,731
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
|
|
||
Stockholders’ equity
|
|
|
|
|
|
||
Common Stock: $0.01 par value; 450,000 authorized shares; 290,912 and 289,138 shares issued, 275,732 and 274,342 shares outstanding at March 31, 2018 and December 31, 2017, respectively
|
2,909
|
|
|
2,891
|
|
||
Additional paid-in capital
|
2,190,401
|
|
|
2,174,187
|
|
||
Treasury Stock, at cost, 15,180 and 14,796 shares at March 31, 2018 and December 31, 2017, respectively
|
(350,317
|
)
|
|
(341,846
|
)
|
||
Retained deficit
|
(924,973
|
)
|
|
(1,053,446
|
)
|
||
Accumulated other comprehensive loss
|
(78,598
|
)
|
|
(88,484
|
)
|
||
Noncontrolling interest
|
6,575
|
|
|
5,198
|
|
||
Total stockholders’ equity
|
845,997
|
|
|
698,500
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,784,552
|
|
|
$
|
5,649,364
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Operating Activities
|
|
|
|
||||
Net income
|
$
|
89,242
|
|
|
$
|
77,245
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
101,876
|
|
|
105,670
|
|
||
Deferred income taxes
|
20,413
|
|
|
20,296
|
|
||
Amortization of upfront incentive consideration
|
19,456
|
|
|
16,132
|
|
||
Stock-based compensation expense
|
12,606
|
|
|
8,034
|
|
||
Allowance for doubtful accounts
|
2,396
|
|
|
2,476
|
|
||
Debt modification costs
|
1,558
|
|
|
11,730
|
|
||
Loss from discontinued operations
|
1,207
|
|
|
477
|
|
||
Joint venture equity income
|
(1,171
|
)
|
|
(898
|
)
|
||
Amortization of debt issuance costs
|
1,003
|
|
|
2,475
|
|
||
Dividends received from joint venture investments
|
865
|
|
|
—
|
|
||
Loss on extinguishment of debt
|
633
|
|
|
—
|
|
||
Other
|
4,252
|
|
|
848
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts and other receivables
|
(89,417
|
)
|
|
(119,056
|
)
|
||
Prepaid expenses and other current assets
|
8,482
|
|
|
(15,701
|
)
|
||
Capitalized implementation costs
|
(11,484
|
)
|
|
(17,096
|
)
|
||
Upfront incentive consideration
|
(25,699
|
)
|
|
(25,534
|
)
|
||
Other assets
|
(1,816
|
)
|
|
(15,967
|
)
|
||
Accrued compensation and related benefits
|
(53,525
|
)
|
|
(35,646
|
)
|
||
Accounts payable and other accrued liabilities
|
98,675
|
|
|
69,188
|
|
||
Deferred revenue including upfront solution fees
|
15,640
|
|
|
38,362
|
|
||
Cash provided by operating activities
|
195,192
|
|
|
123,035
|
|
||
Investing Activities
|
|
|
|
|
|
||
Additions to property and equipment
|
(64,699
|
)
|
|
(88,318
|
)
|
||
Cash used in investing activities
|
(64,699
|
)
|
|
(88,318
|
)
|
||
Financing Activities
|
|
|
|
|
|
||
Payments on Tax Receivable Agreement
|
(58,908
|
)
|
|
(99,241
|
)
|
||
Cash dividends paid to common stockholders
|
(38,560
|
)
|
|
(38,939
|
)
|
||
Payments on borrowings from lenders
|
(11,828
|
)
|
|
(1,844,553
|
)
|
||
Net (payments) receipts on the settlement of equity-based awards
|
(4,797
|
)
|
|
2,111
|
|
||
Debt issuance and modification costs
|
(1,567
|
)
|
|
(10,055
|
)
|
||
Proceeds of borrowings from lenders
|
—
|
|
|
1,897,625
|
|
||
Repurchase of common stock
|
—
|
|
|
(11,540
|
)
|
||
Other financing activities
|
(12,811
|
)
|
|
(3,196
|
)
|
||
Cash used in financing activities
|
(128,471
|
)
|
|
(107,788
|
)
|
||
Cash Flows from Discontinued Operations
|
|
|
|
|
|
||
Cash used in operating activities
|
(1,139
|
)
|
|
(1,846
|
)
|
||
Cash used in discontinued operations
|
(1,139
|
)
|
|
(1,846
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,161
|
)
|
|
(1,558
|
)
|
||
Decrease in cash and cash equivalents
|
(278
|
)
|
|
(76,475
|
)
|
||
Cash and cash equivalents at beginning of period
|
361,381
|
|
|
364,114
|
|
||
Cash and cash equivalents at end of period
|
$
|
361,103
|
|
|
$
|
287,639
|
|
–
|
Under ASC 605, we recognized revenue related to license fee and maintenance agreements ratably over the life of the contract. Under ASC 606, revenue for license fees is recognized upon delivery of the license and ongoing maintenance services are to be recognized ratably over the life of the contract. For existing open agreements, this change resulted in a beginning balance sheet adjustment and reduced revenue in subsequent years from these agreements.
|
–
|
Allocation of contract revenues among various products and solutions, and the timing of the recognition of those revenues, are impacted by agreements with tiered pricing or variable rate structures that do not correspond with the goods or services delivered to the customer. For existing open agreements, this change resulted in a beginning balance sheet adjustment and reduced revenue in subsequent years from these agreements.
|
|
Three Months Ended March 31, 2018
|
||||||||
|
As reported
ASC 606
|
Adjustments
|
ASC 605
|
||||||
Revenue
|
$
|
988,369
|
|
$
|
3,202
|
|
$
|
991,571
|
|
Cost of Revenue
|
692,857
|
|
2,135
|
|
694,992
|
|
|||
Selling, general and administrative
|
130,111
|
|
597
|
|
130,708
|
|
|||
Operating income
|
165,401
|
|
470
|
|
165,871
|
|
|||
Income from continuing operations before income taxes
|
126,724
|
|
470
|
|
127,194
|
|
|||
Provision for income taxes
|
36,275
|
|
118
|
|
36,393
|
|
|||
Income from continuing operations
|
90,449
|
|
352
|
|
90,801
|
|
|||
Net income
|
89,242
|
|
352
|
|
89,594
|
|
|||
Net income attributable to common stockholders
|
87,880
|
|
352
|
|
88,232
|
|
|
March 31, 2018
|
||||||||
|
As reported
ASC 606
|
Adjustments
|
ASC 605
|
||||||
Accounts receivable, net
|
$
|
583,624
|
|
$
|
(32,916
|
)
|
$
|
550,708
|
|
Prepaid expenses and other current assets
|
148,328
|
|
(23,203
|
)
|
125,125
|
|
|||
Total current assets
|
1,093,055
|
|
(56,119
|
)
|
1,036,936
|
|
|||
Other assets, net
|
615,837
|
|
(11,416
|
)
|
604,421
|
|
|||
Total assets
|
5,784,552
|
|
(67,535
|
)
|
5,717,017
|
|
|||
Accrued subscriber incentives
|
314,757
|
|
5,257
|
|
320,014
|
|
|||
Deferred revenues
|
94,662
|
|
56,669
|
|
151,331
|
|
|||
Other accrued liabilities
|
244,918
|
|
(28,657
|
)
|
216,261
|
|
|||
Total current liabilities
|
1,008,538
|
|
33,269
|
|
1,041,807
|
|
|||
Deferred income taxes
|
147,127
|
|
(22,982
|
)
|
124,145
|
|
|||
Other noncurrent liabilities
|
395,882
|
|
467
|
|
396,349
|
|
|||
Retained deficit
|
(924,973
|
)
|
(78,289
|
)
|
(1,003,262
|
)
|
|||
Total stockholders' equity
|
845,997
|
|
(78,289
|
)
|
767,708
|
|
|||
Total liabilities and stockholders' equity
|
5,784,552
|
|
(67,535
|
)
|
5,717,017
|
|
Contract assets as of January 1, 2018
|
$
|
75,624
|
|
Additions
|
6,588
|
|
|
Deductions
|
(5,133
|
)
|
|
Contract assets as of March 31, 2018
|
$
|
77,079
|
|
|
Three Months Ended
March 31, 2018 |
||
Air
|
$
|
593,245
|
|
Lodging, Ground and Sea
|
84,117
|
|
|
Other
|
43,774
|
|
|
Total Travel Network
|
721,136
|
|
|
SabreSonic Passenger Reservation System
|
120,022
|
|
|
Commercial and Operations Solutions
|
84,568
|
|
|
Other
|
2,013
|
|
|
Total Airline Solutions
(1)
|
206,603
|
|
|
SynXis Software and Services
|
60,270
|
|
|
Other
|
7,858
|
|
|
Total Hospitality Solutions
|
68,128
|
|
|
Eliminations
|
(7,498
|
)
|
|
Total Sabre Revenue
|
$
|
988,369
|
|
|
|
|
Three Months Ended
March 31, 2018 |
||
Contract acquisition costs:
|
|
||
Beginning balance (1/1/2018)
|
$
|
19,353
|
|
Additions
|
2,443
|
|
|
Amortization
|
(1,513
|
)
|
|
Ending balance
|
$
|
20,283
|
|
|
|
||
Capitalized implementation costs:
|
|
||
Beginning balance (1/1/2018)
|
$
|
194,501
|
|
Additions
|
11,484
|
|
|
Amortization
|
(10,017
|
)
|
|
Other
|
(378
|
)
|
|
Ending balance
|
$
|
195,590
|
|
•
|
When we have a right to receive consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, we recognize revenue in the amount to which we have a right to invoice.
|
•
|
We apply the allocation objective expedient where applicable, which precludes the requirement to allocate revenue across multiple performance obligations based on total transaction price.
|
•
|
We do not evaluate a contract for a significant financing component if payment is expected within one year or less from the transfer of the promised items to the customer.
|
•
|
We generally expense sales commissions when incurred when the amortization period would have been one year or less. These costs are recorded within selling, general and administrative expenses. We also used the practical expedient to calculate contract acquisition costs based on a portfolio of contracts with similar characteristics instead of a contract by contract analysis.
|
•
|
For contract modifications, we reflected the aggregate effect of all modifications that occurred prior to the adoption date when identifying the satisfied and unsatisfied performance obligations, determining the transaction price and allocating the transaction price to satisfied and unsatisfied performance obligations for the modified contract at transition.
|
|
Rate
|
|
Maturity
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Senior secured credit facilities:
|
|
|
|
|
|
|
|
|
|
||
Term Loan A
|
L + 2.00%
|
|
July 2022
|
|
$
|
548,625
|
|
|
$
|
555,750
|
|
Term Loan B
(1)
|
L + 2.00%
|
|
February 2024
|
|
1,876,345
|
|
|
1,881,048
|
|
||
Revolver, $400 million
|
L + 2.00%
|
|
July 2022
|
|
—
|
|
|
—
|
|
||
5.375% senior secured notes due 2023
|
5.375%
|
|
April 2023
|
|
530,000
|
|
|
530,000
|
|
||
5.25% senior secured notes due 2023
|
5.25%
|
|
November 2023
|
|
500,000
|
|
|
500,000
|
|
||
Capital lease obligations
|
|
|
|
|
19,381
|
|
|
21,235
|
|
||
Face value of total debt outstanding
|
|
|
|
|
3,474,351
|
|
|
3,488,033
|
|
||
Less current portion of debt outstanding
|
|
|
|
|
(57,204
|
)
|
|
(57,138
|
)
|
||
Face value of long-term debt outstanding
|
|
|
|
|
$
|
3,417,147
|
|
|
$
|
3,430,895
|
|
(1)
|
Pursuant to the March 2, 2018 refinancing, the interest rate on the Term Loan B was reduced from L+
2.25%
to L+
2.00%
.
|
(1)
|
Subject to a
1%
floor.
|
(2)
|
Subject to a
0%
floor.
|
(3)
|
As of February 22, 2017.
|
|
|
Derivative Assets (Liabilities)
|
||||||||
|
|
|
|
Fair Value as of
|
||||||
Derivatives Designated as Hedging Instruments
|
|
Consolidated Balance Sheet Location
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Foreign exchange contracts
|
|
Prepaid expenses and other current assets
|
|
$
|
5,040
|
|
|
$
|
6,213
|
|
Foreign exchange contracts
|
|
Other accrued liabilities
|
|
(163
|
)
|
|
—
|
|
||
Interest rate swaps
|
|
Prepaid expenses and other current assets
|
|
2,854
|
|
|
856
|
|
||
Interest rate swaps
|
|
Other assets, net
|
|
8,571
|
|
|
3,093
|
|
||
|
|
|
|
$
|
16,302
|
|
|
$
|
10,162
|
|
|
|
Derivative Assets (Liabilities)
|
||||||||
|
|
|
|
Fair Value as of
|
||||||
Derivatives Not Designated as Hedging Instruments
|
|
Consolidated Balance Sheet Location
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Interest rate swaps
|
|
Other accrued liabilities
|
|
$
|
(5,403
|
)
|
|
$
|
(7,119
|
)
|
|
|
|
|
$
|
(5,403
|
)
|
|
$
|
(7,119
|
)
|
|
|
Amount of Gain (Loss) Recognized in OCI on Derivative, Effective Portion
|
||||||
|
|
Three Months Ended March 31,
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
2018
|
|
2017
|
||||
Foreign exchange contracts
|
|
$
|
2,363
|
|
|
$
|
5,121
|
|
Interest rate swaps
|
|
5,548
|
|
|
(665
|
)
|
||
Total
|
|
$
|
7,911
|
|
|
$
|
4,456
|
|
|
|
|
|
Amount of (Gain) Loss Reclassified from Accumulated OCI into Income, Effective Portion
|
||||||
Derivatives in Cash Flow Hedging Relationships
|
|
Income Statement Location
|
|
Three Months Ended March 31,
|
||||||
|
|
2018
|
|
2017
|
||||||
Foreign exchange contracts
|
|
Cost of revenue
|
|
$
|
(3,311
|
)
|
|
$
|
1,519
|
|
Interest rate swaps
|
|
Interest expense, net
|
|
1,562
|
|
|
1,352
|
|
||
Total
|
|
|
|
$
|
(1,749
|
)
|
|
$
|
2,871
|
|
|
|
|
Fair Value at Reporting Date Using
|
||||||||||||
|
March 31, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Derivatives:
|
|
|
|
|
|
|
|
||||||||
Foreign currency forward contracts
|
$
|
4,877
|
|
|
$
|
—
|
|
|
$
|
4,877
|
|
|
$
|
—
|
|
Interest rate swap contracts
|
6,022
|
|
|
—
|
|
|
6,022
|
|
|
—
|
|
||||
Total
|
$
|
10,899
|
|
|
$
|
—
|
|
|
$
|
10,899
|
|
|
$
|
—
|
|
|
|
|
Fair Value at Reporting Date Using
|
|||||||||||||
|
December 31, 2017
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|||||||||
Derivatives:
|
|
|
|
|
|
|
|
|||||||||
Foreign currency forward contracts
|
$
|
6,213
|
|
|
$
|
—
|
|
|
$
|
6,213
|
|
|
$
|
—
|
|
|
Interest rate swap contracts
|
(3,170
|
)
|
|
—
|
|
|
(3,170
|
)
|
|
—
|
|
|||||
Total
|
$
|
3,043
|
|
—
|
|
$
|
—
|
|
|
$
|
3,043
|
|
|
$
|
—
|
|
|
|
Fair Value at
|
|
Carrying Value at
(1)
|
||||||||||||
Financial Instrument
|
|
March 31, 2018
|
|
December 31, 2017
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||
Term Loan A
|
|
$
|
551,368
|
|
|
$
|
559,223
|
|
|
$
|
546,460
|
|
|
$
|
553,444
|
|
Term Loan B
|
|
1,885,727
|
|
|
1,890,453
|
|
|
1,869,826
|
|
|
1,873,993
|
|
||||
Revolver, $400 million
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
5.375% Senior secured notes due 2023
|
|
535,658
|
|
|
546,563
|
|
|
530,000
|
|
|
530,000
|
|
||||
5.25% Senior secured notes due 2023
|
|
506,320
|
|
|
512,500
|
|
|
500,000
|
|
|
500,000
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Defined benefit pension and other post retirement benefit plans
|
$
|
(101,504
|
)
|
|
$
|
(102,623
|
)
|
Unrealized foreign currency translation gain
|
14,592
|
|
|
11,488
|
|
||
Unrealized gain on foreign currency forward contracts and interest rate swaps
|
8,314
|
|
|
2,651
|
|
||
Total accumulated other comprehensive loss, net of tax
|
$
|
(78,598
|
)
|
|
$
|
(88,484
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Numerator:
|
|
|
|
||||
Income from continuing operations
|
$
|
90,449
|
|
|
$
|
77,722
|
|
Less: Net income attributable to noncontrolling interests
|
1,362
|
|
|
1,306
|
|
||
Net income from continuing operations available to common stockholders, basic and diluted
|
$
|
89,087
|
|
|
$
|
76,416
|
|
Denominator:
|
|
|
|
||||
Basic weighted-average common shares outstanding
|
274,720
|
|
|
277,353
|
|
||
Add: Dilutive effect of stock options and restricted stock awards
|
2,124
|
|
|
2,206
|
|
||
Diluted weighted-average common shares outstanding
|
276,844
|
|
|
279,559
|
|
||
Earning per share from continuing operations:
|
|
|
|
||||
Basic
|
$
|
0.32
|
|
|
$
|
0.28
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
0.27
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Revenue
|
|
|
|
|
|
||
Travel Network
|
$
|
721,136
|
|
|
$
|
663,477
|
|
Airline Solutions
|
206,603
|
|
|
193,613
|
|
||
Hospitality Solutions
|
68,128
|
|
|
64,363
|
|
||
Eliminations
|
(7,498
|
)
|
|
(6,100
|
)
|
||
Total revenue
|
$
|
988,369
|
|
|
$
|
915,353
|
|
Adjusted Gross Profit
(a)
|
|
|
|
|
|
||
Travel Network
|
$
|
298,017
|
|
|
$
|
307,067
|
|
Airline Solutions
|
89,764
|
|
|
74,530
|
|
||
Hospitality Solutions
|
20,243
|
|
|
18,815
|
|
||
Corporate
|
(3,444
|
)
|
|
365
|
|
||
Total
|
$
|
404,580
|
|
|
$
|
400,777
|
|
Adjusted Operating Income
(b)
|
|
|
|
||||
Travel Network
|
$
|
211,845
|
|
|
$
|
229,030
|
|
Airline Solutions
|
30,712
|
|
|
19,719
|
|
||
Hospitality Solutions
|
2,137
|
|
|
(322
|
)
|
||
Corporate
|
(47,098
|
)
|
|
(37,487
|
)
|
||
Total
|
$
|
197,596
|
|
|
$
|
210,940
|
|
Adjusted EBITDA
(c)
|
|
|
|
|
|
||
Travel Network
|
$
|
261,588
|
|
|
$
|
271,514
|
|
Airline Solutions
|
74,419
|
|
|
56,834
|
|
||
Hospitality Solutions
|
11,759
|
|
|
7,022
|
|
||
Total segments
|
347,766
|
|
|
335,370
|
|
||
Corporate
|
(46,428
|
)
|
|
(37,809
|
)
|
||
Total
|
$
|
301,338
|
|
|
$
|
297,561
|
|
Depreciation and amortization
|
|
|
|
|
|
||
Travel Network
|
$
|
30,287
|
|
|
$
|
26,352
|
|
Airline Solutions
|
43,707
|
|
|
37,115
|
|
||
Hospitality Solutions
|
9,622
|
|
|
7,344
|
|
||
Total segments
|
83,616
|
|
|
70,811
|
|
||
Corporate
|
18,260
|
|
|
34,859
|
|
||
Total
|
$
|
101,876
|
|
|
$
|
105,670
|
|
Capital Expenditures
|
|
|
|
|
|
||
Travel Network
|
$
|
14,295
|
|
|
$
|
26,273
|
|
Airline Solutions
|
24,345
|
|
|
36,891
|
|
||
Hospitality Solutions
|
10,174
|
|
|
8,175
|
|
||
Total segments
|
48,814
|
|
|
71,339
|
|
||
Corporate
|
15,885
|
|
|
16,979
|
|
||
Total
|
$
|
64,699
|
|
|
$
|
88,318
|
|
(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 March 31,
|
||||||
|
2018
|
|
2017
|
||||
Adjusted Gross Profit
|
$
|
404,580
|
|
|
$
|
400,777
|
|
Less adjustments:
|
|
|
|
|
|
||
Selling, general and administrative
|
130,111
|
|
|
144,441
|
|
||
Cost of revenue adjustments:
|
|
|
|
|
|
||
Depreciation and amortization
(1)
|
83,926
|
|
|
73,697
|
|
||
Amortization of upfront incentive consideration
(2)
|
19,456
|
|
|
16,132
|
|
||
Stock-based compensation
|
5,686
|
|
|
3,181
|
|
||
Operating income
|
$
|
165,401
|
|
|
$
|
163,326
|
|
(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 March 31,
|
||||||
|
2018
|
|
2017
|
||||
Adjusted Operating Income
|
$
|
197,596
|
|
|
$
|
210,940
|
|
Less adjustments:
|
|
|
|
|
|
||
Joint venture equity income
|
1,171
|
|
|
898
|
|
||
Acquisition-related amortization
(1c)
|
17,590
|
|
|
35,181
|
|
||
Litigation costs, net
(4)
|
828
|
|
|
3,501
|
|
||
Stock-based compensation
|
12,606
|
|
|
8,034
|
|
||
Operating income
|
$
|
165,401
|
|
|
$
|
163,326
|
|
(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 March 31,
|
||||||
|
2018
|
|
2017
|
||||
Adjusted EBITDA
|
$
|
301,338
|
|
|
$
|
297,561
|
|
Less adjustments:
|
|
|
|
||||
Depreciation and amortization of property and equipment
(1a)
|
74,463
|
|
|
61,300
|
|
||
Amortization of capitalized implementation costs
(1b)
|
9,823
|
|
|
9,189
|
|
||
Acquisition-related amortization
(1c)
|
17,590
|
|
|
35,181
|
|
||
Amortization of upfront incentive consideration
(2)
|
19,456
|
|
|
16,132
|
|
||
Interest expense, net
|
38,109
|
|
|
39,561
|
|
||
Loss on extinguishment of debt
|
633
|
|
|
—
|
|
||
Other, net
(3)
|
1,106
|
|
|
15,234
|
|
||
Litigation costs, net
(4)
|
828
|
|
|
3,501
|
|
||
Stock-based compensation
|
12,606
|
|
|
8,034
|
|
||
Provision for income taxes
|
36,275
|
|
|
31,707
|
|
||
Income from continuing operations
|
$
|
90,449
|
|
|
$
|
77,722
|
|
(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.
|
c.
|
Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date and amortization of the excess basis in our underlying equity in joint ventures.
|
(2)
|
Our Travel Network business at times makes upfront cash payments or other consideration to travel agency subscribers at the inception or modification of a service contract, which are capitalized and amortized over an average expected life of the service contract, generally over
three years
to
five 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.
|
(3)
|
In the first quarter of 2017, we recognized a
$12 million
loss related to debt modification costs associated with our debt refinancing. In addition, other, net 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.
|
(4)
|
Litigation costs, net represent charges associated with antitrust litigation. See Note
10. Contingencies
.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Three Months Ended March 31,
|
|
|
||||
|
2018
|
|
2017
|
|
% Change
|
||
Travel Network
|
|
|
|
|
|
|
|
Direct Billable Bookings - Air
|
134,651
|
|
|
127,364
|
|
|
5.7%
|
Direct Billable Bookings - LGS
|
16,181
|
|
|
15,338
|
|
|
5.5%
|
Total Direct Billable Bookings
|
150,832
|
|
|
142,702
|
|
|
5.7%
|
Airline Solutions Passengers Boarded
|
174,643
|
|
|
196,343
|
|
|
(11.1)%
|
•
|
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 March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net income attributable to common stockholders
|
$
|
87,880
|
|
|
$
|
75,939
|
|
Loss from discontinued operations, net of tax
|
1,207
|
|
|
477
|
|
||
Net income attributable to noncontrolling interests
(1)
|
1,362
|
|
|
1,306
|
|
||
Income from continuing operations
|
90,449
|
|
|
77,722
|
|
||
Adjustments:
|
|
|
|
|
|
||
Acquisition-related amortization
(2a)
|
17,590
|
|
|
35,181
|
|
||
Loss on extinguishment of debt
|
633
|
|
|
—
|
|
||
Other, net
(4)
|
1,106
|
|
|
15,234
|
|
||
Litigation costs
(5)
|
828
|
|
|
3,501
|
|
||
Stock-based compensation
|
12,606
|
|
|
8,034
|
|
||
Tax impact of net income adjustments
|
(2,002
|
)
|
|
(21,568
|
)
|
||
Adjusted Net Income from continuing operations
|
$
|
121,210
|
|
|
$
|
118,104
|
|
Adjusted Net Income from continuing operations per share
|
$
|
0.44
|
|
|
$
|
0.42
|
|
Diluted weighted-average common shares outstanding
|
276,844
|
|
|
279,559
|
|
||
|
|
|
|
||||
Adjusted Net Income from continuing operations
|
$
|
121,210
|
|
|
$
|
118,104
|
|
Adjustments:
|
|
|
|
|
|
||
Depreciation and amortization of property and equipment
(2b)
|
74,463
|
|
|
61,300
|
|
||
Amortization of capitalized implementation costs
(2c)
|
9,823
|
|
|
9,189
|
|
||
Amortization of upfront incentive consideration
(3)
|
19,456
|
|
|
16,132
|
|
||
Interest expense, net
|
38,109
|
|
|
39,561
|
|
||
Remaining provision for income taxes
|
38,277
|
|
|
53,275
|
|
||
Adjusted EBITDA
|
$
|
301,338
|
|
|
$
|
297,561
|
|
Less:
|
|
|
|
||||
Depreciation and amortization
(2)
|
101,876
|
|
|
105,670
|
|
||
Amortization of upfront incentive consideration
(3)
|
19,456
|
|
|
16,132
|
|
||
Acquisition-related amortization
(2a)
|
(17,590
|
)
|
|
(35,181
|
)
|
||
Adjusted Operating Income
|
$
|
197,596
|
|
|
$
|
210,940
|
|
|
Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Travel
Network |
|
Airline
Solutions |
|
Hospitality
Solutions |
|
Corporate
|
|
Total
|
||||||||||
Operating income (loss)
|
$
|
210,674
|
|
|
30,712
|
|
|
$
|
2,137
|
|
|
$
|
(78,122
|
)
|
|
$
|
165,401
|
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
40,505
|
|
|
18,217
|
|
|
9,416
|
|
|
61,973
|
|
|
130,111
|
|
|||||
Cost of revenue adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
27,382
|
|
|
40,835
|
|
|
8,690
|
|
|
7,019
|
|
|
83,926
|
|
|||||
Amortization of upfront incentive consideration
(3)
|
19,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,456
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
5,686
|
|
|
5,686
|
|
|||||
Adjusted Gross Profit
|
298,017
|
|
|
89,764
|
|
|
20,243
|
|
|
(3,444
|
)
|
|
404,580
|
|
|||||
Selling, general and administrative
|
(40,505
|
)
|
|
(18,217
|
)
|
|
(9,416
|
)
|
|
(61,973
|
)
|
|
(130,111
|
)
|
|||||
Joint venture equity income
|
1,171
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,171
|
|
|||||
Selling, general and administrative adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
2,905
|
|
|
2,872
|
|
|
932
|
|
|
11,241
|
|
|
17,950
|
|
|||||
Litigation costs
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
828
|
|
|
828
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
6,920
|
|
|
6,920
|
|
|||||
Adjusted EBITDA
|
261,588
|
|
|
74,419
|
|
|
11,759
|
|
|
(46,428
|
)
|
|
301,338
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
30,287
|
|
|
43,707
|
|
|
9,622
|
|
|
18,260
|
|
|
101,876
|
|
|||||
Amortization of upfront incentive consideration
(3)
|
19,456
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,456
|
|
|||||
Acquisition-related amortization
(2a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,590
|
)
|
|
(17,590
|
)
|
|||||
Adjusted Operating Income (Loss)
|
$
|
211,845
|
|
|
$
|
30,712
|
|
|
$
|
2,137
|
|
|
$
|
(47,098
|
)
|
|
$
|
197,596
|
|
|
Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Travel
Network |
|
Airline
Solutions |
|
Hospitality
Solutions |
|
Corporate
|
|
Total
|
||||||||||
Operating income (loss)
|
$
|
228,132
|
|
|
19,719
|
|
|
$
|
(322
|
)
|
|
$
|
(84,203
|
)
|
|
$
|
163,326
|
|
|
Add back:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
39,710
|
|
|
19,888
|
|
|
12,060
|
|
|
72,783
|
|
|
144,441
|
|
|||||
Cost of revenue adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
23,093
|
|
|
34,923
|
|
|
7,077
|
|
|
8,604
|
|
|
73,697
|
|
|||||
Amortization of upfront incentive consideration
(3)
|
16,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,132
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
3,181
|
|
|
3,181
|
|
|||||
Adjusted Gross Profit
|
307,067
|
|
|
74,530
|
|
|
18,815
|
|
|
365
|
|
|
400,777
|
|
|||||
Selling, general and administrative
|
(39,710
|
)
|
|
(19,888
|
)
|
|
(12,060
|
)
|
|
(72,783
|
)
|
|
(144,441
|
)
|
|||||
Joint venture equity income
|
898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
898
|
|
|||||
Selling, general and administrative adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
3,259
|
|
|
2,192
|
|
|
267
|
|
|
26,255
|
|
|
31,973
|
|
|||||
Litigation costs
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
3,501
|
|
|
3,501
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
4,853
|
|
|
4,853
|
|
|||||
Adjusted EBITDA
|
271,514
|
|
|
56,834
|
|
|
7,022
|
|
|
(37,809
|
)
|
|
297,561
|
|
|||||
Less:
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
26,352
|
|
|
37,115
|
|
|
7,344
|
|
|
34,859
|
|
|
105,670
|
|
|||||
Amortization of upfront incentive consideration
(3)
|
16,132
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,132
|
|
|||||
Acquisition-related amortization
(2a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,181
|
)
|
|
(35,181
|
)
|
|||||
Adjusted Operating Income (Loss)
|
$
|
229,030
|
|
|
$
|
19,719
|
|
|
$
|
(322
|
)
|
|
$
|
(37,487
|
)
|
|
$
|
210,940
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash provided by operating activities
|
$
|
195,192
|
|
|
$
|
123,035
|
|
Cash used in investing activities
|
(64,699
|
)
|
|
(88,318
|
)
|
||
Cash used in financing activities
|
(128,471
|
)
|
|
(107,788
|
)
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash provided by operating activities
|
$
|
195,192
|
|
|
$
|
123,035
|
|
Additions to property and equipment
|
(64,699
|
)
|
|
(88,318
|
)
|
||
Free Cash Flow
|
$
|
130,493
|
|
|
$
|
34,717
|
|
(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% beginning in November 2017.
|
(2)
|
Depreciation and amortization expenses:
|
a.
|
Acquisition-related amortization represents amortization of intangible assets from the take-private transaction in 2007 as well as intangibles associated with acquisitions since that date and amortization of the excess basis in our underlying equity in joint ventures.
|
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.
|
(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 five 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 upfront. 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)
|
In the first quarter of 2017, we recognized a $12 million loss related to debt modification costs associated with our debt refinancing. In addition, other, net 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.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in thousands)
|
||||||
Revenue
|
$
|
988,369
|
|
|
$
|
915,353
|
|
Cost of revenue
|
692,857
|
|
|
607,586
|
|
||
Selling, general and administrative
|
130,111
|
|
|
144,441
|
|
||
Operating income
|
165,401
|
|
|
163,326
|
|
||
Interest expense, net
|
(38,109
|
)
|
|
(39,561
|
)
|
||
Loss on extinguishment of debt
|
(633
|
)
|
|
—
|
|
||
Joint venture equity income
|
1,171
|
|
|
898
|
|
||
Other expense, net
|
(1,106
|
)
|
|
(15,234
|
)
|
||
Income from continuing operations before income taxes
|
126,724
|
|
|
109,429
|
|
||
Provision for income taxes
|
36,275
|
|
|
31,707
|
|
||
Income from continuing operations
|
$
|
90,449
|
|
|
$
|
77,722
|
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Travel Network
|
$
|
721,136
|
|
|
$
|
663,477
|
|
|
$
|
57,659
|
|
|
9
|
%
|
Airline Solutions
|
206,603
|
|
|
193,613
|
|
|
12,990
|
|
|
7
|
%
|
|||
Hospitality Solutions
|
68,128
|
|
|
64,363
|
|
|
3,765
|
|
|
6
|
%
|
|||
Total segment revenue
|
995,867
|
|
|
921,453
|
|
|
74,414
|
|
|
8
|
%
|
|||
Eliminations
|
(7,498
|
)
|
|
(6,100
|
)
|
|
(1,398
|
)
|
|
(23
|
)%
|
|||
Total revenue
|
$
|
988,369
|
|
|
$
|
915,353
|
|
|
$
|
73,016
|
|
|
8
|
%
|
•
|
SabreSonic Passenger Reservation System revenue remained consistent for the
three months ended March 31, 2018
compared to the same period in the prior year. Passengers Boarded decreased by
11%
to
175 million
for the
three months ended March 31, 2018
driven by the termination of an agreement with Southwest Airlines related to services and processing for their legacy air reservation system at the end of the second quarter in 2017, which was at a lower than average passengers boarded rate. This decrease was offset by an increase in volumes from consistent carrier growth of 6%;
|
•
|
a $16 million increase in AirVision and AirCentre commercial and operations solutions driven by newly implemented products including upfront revenue recognition for license fees from renewals and new implementations offset by impacts related to the adoption of the ASC 606 (see "Recent Developments Affecting our Results of Operations" above); and
|
•
|
a $3 million decrease in discrete professional service fees revenue, as a result of reduced sales compared to the prior period.
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Travel Network
|
$
|
423,120
|
|
|
$
|
356,410
|
|
|
$
|
66,710
|
|
|
19
|
%
|
Airline Solutions
|
116,839
|
|
|
119,083
|
|
|
(2,244
|
)
|
|
(2
|
)%
|
|||
Hospitality Solutions
|
47,886
|
|
|
45,549
|
|
|
2,337
|
|
|
5
|
%
|
|||
Eliminations
|
(7,498
|
)
|
|
(6,080
|
)
|
|
(1,418
|
)
|
|
(23
|
)%
|
|||
Total segment cost of revenue
|
580,347
|
|
|
514,962
|
|
|
65,385
|
|
|
13
|
%
|
|||
Corporate
|
9,129
|
|
|
2,795
|
|
|
6,334
|
|
|
227
|
%
|
|||
Depreciation and amortization
|
83,925
|
|
|
73,697
|
|
|
10,228
|
|
|
14
|
%
|
|||
Amortization of upfront incentive consideration
|
19,456
|
|
|
16,132
|
|
|
3,324
|
|
|
21
|
%
|
|||
Total cost of revenue
|
$
|
692,857
|
|
|
$
|
607,586
|
|
|
$
|
85,271
|
|
|
14
|
%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Selling, general and administrative
|
$
|
130,111
|
|
|
$
|
144,441
|
|
|
$
|
(14,330
|
)
|
|
(10
|
)%
|
|
Three Months Ended March 31,
|
|
|
|
|
|||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Other expense, net
|
$
|
(1,106
|
)
|
|
$
|
(15,234
|
)
|
|
$
|
14,128
|
|
|
(93
|
)%
|
|
Three Months Ended March 31,
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
Change
|
|||||||||
|
(Amounts in thousands)
|
|
|
|
|
|||||||||
Provision for income taxes
|
$
|
36,275
|
|
|
$
|
31,707
|
|
|
$
|
4,568
|
|
|
14
|
%
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Cash and cash equivalents
|
$
|
361,103
|
|
|
$
|
361,381
|
|
Available balance under the Revolver
|
382,574
|
|
|
378,542
|
|
||
Reductions to the Revolver:
|
|
|
|
||||
Revolver outstanding balance
|
—
|
|
|
—
|
|
||
Outstanding letters of credit
|
17,426
|
|
|
21,458
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
|
(Amounts in thousands)
|
||||||
Cash provided by operating activities
|
$
|
195,192
|
|
|
$
|
123,035
|
|
Cash used in investing activities
|
(64,699
|
)
|
|
(88,318
|
)
|
||
Cash used in financing activities
|
(128,471
|
)
|
|
(107,788
|
)
|
||
Cash used in discontinued operations
|
(1,139
|
)
|
|
(1,846
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(1,161
|
)
|
|
(1,558
|
)
|
||
Decrease in cash and cash equivalents
|
$
|
(278
|
)
|
|
$
|
(76,475
|
)
|
•
|
second annual payment on the TRA liability for $59 million, excluding interest;
|
•
|
payment of
$39 million
in dividends on our common stock;
|
•
|
payment of
$12 million
on our Term Loan A and Term Loan B and
$2 million
in debt issuance and modification costs; and
|
•
|
net payments of
$5 million
from the settlement of employee stock-option awards, including payments of
$8 million
in income tax withholdings associated with the settlement of employee restricted-stock awards
.
|
•
|
receipt of proceeds of $1,898 million (net of $2 million discount) from the New Term Loan B, which were used to pay off approximately $1,765 million of all existing classes of outstanding term loans (other then the Term Loan A) and $10 million in debt issuance costs. The remaining proceeds were used for purposes of repaying approximately $80 million of Sabre's outstanding mortgage on its corporate headquarters, and for other general corporate purposes;
|
•
|
first annual payment on the TRA liability for $99 million, excluding interest;
|
•
|
payment of $39 million in dividends on our common stock;
|
•
|
repurchase of 532,500 shares of our common stock outstanding totaling $12 million; and
|
•
|
net receipts of $2 million from the settlement of employee stock-option awards, including payments of $10 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
|
•
|
updates to our policies and procedures for revenue recognition, including assessment of SSP and documentation processes related to meeting the new criteria for revenue recognition;
|
•
|
changes to our contract review controls to take into account the new criteria for recognizing revenue, with specific focus on assessing whether the allocation objective is met;
|
•
|
the addition of controls for reviewing recoverability of contract assets and reevaluation of our significant contract judgments and estimates on a periodic basis; and
|
•
|
the addition of controls to address related required disclosures, including processes to evaluate changes in contract assets and liabilities and disaggregation of revenue.
|
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 or consolidations, 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, 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 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.
|
•
|
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.
|
•
|
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.
|
•
|
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
|
ITEM 6.
|
EXHIBITS
|
Exhibit
Number
|
|
Description of Exhibit
|
10.37+*
|
|
|
10.38+*
|
|
|
10.56+
|
|
|
10.57
|
|
|
10.58+*
|
|
|
10.59+
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1*
|
|
|
32.2*
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB*
|
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
SABRE CORPORATION
|
|
|
|
|
(Registrant)
|
Date:
|
May 1, 2018
|
By:
|
|
/s/ Richard A. Simonson
|
|
|
|
|
Richard A. Simonson
|
|
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
|
|
(principal financial officer of the registrant)
|
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 ________ 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 March 15, 2018 (the “
Grant Date
”).
|
3.
|
Vesting of RSUs
.
|
(a)
|
The RSUs shall be eligible to vest in four annual Eligible RSU Installments as follows: Each Eligible RSU Installment (as defined in Section 3(b) below) shall vest on March 15 of each of calendar years 2019, 2020, 2021 and 2022 that next follow the Annual Performance Period (as defined in Section 3(b)) to which the Eligible RSU Installment corresponds (each, a “
Vesting Date
”),
provided
the Participant remains continuously employed by the Company through the applicable Vesting Date except as provided in Sections 3(d) and 3(e) hereof.
|
(b)
|
“
Eligible RSU Installment
” shall mean a number of RSUs equal to the sum of ((X) x [50% x (Y)) + ((X) x 50% x (Z))], where
|
(c)
|
In the event the Participant’s Employment terminates prior to a Vesting Date for any reason other than the Participant’s (1) Retirement (as defined in Section 3(d)) or (2) Qualifying Termination following a Change in Control, any unvested RSUs subject to an Eligible RSU Installment will be immediately forfeited as of the date of such termination of Employment.
|
(d)
|
In the event the Participant’s Employment terminates due to Retirement, the Eligible RSU Installments that would have vested on the first and second Vesting Dates immediately following such termination had the Participant’s Employment continued through such date will vest on the applicable Vesting Date. “Retirement” for purposes of this Agreement shall mean the Participant’s voluntary or involuntary termination of Employment (and shall not include a termination by the Company (or if different, the employer) of the Participant’s Employment for Cause or if the Company determines, in its sole discretion, that the Participant is not in good standing at the time of such termination) on a date when (i) the Participant has reached the age of 60, (ii) the Participant has completed at least five (5) years of continuous Employment and (iii) the sum of the Participant’s age and number of completed years of continuous Employment by the Participant is not less than 70. “Cause” for purposes of this Agreement shall have the meaning set forth in the Sabre Corporation Executive Severance Plan, as amended from time to time without regard to whether the Participant participates or is eligible to participate in the Sabre Corporation Executive Severance Plan.
|
(e)
|
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 Eligible RSU Installments determined based on an assumed attainment level of 100% (
i.e.
, (Y) and (Z) components of each unvested Eligible RSU Installment shall be equal to 100%) 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
|
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
.
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 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 county 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
|
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
|
% Eligible to Vest
|
0%
|
50%
|
60%
|
70%
|
80%
|
90%
|
100%
|
100%
|
100%
|
150%
|
% Revenue Target Achieved
|
<90%
|
90%
|
91%
|
92%
|
93%
|
94%
|
95%
|
100%
|
102%
|
105%
|
% Eligible to Vest
|
0%
|
50%
|
60%
|
70%
|
80%
|
90%
|
100%
|
100%
|
100%
|
150%
|
% Pre-Tax & Post-VCP/EIP Adjusted EPS Target Achieved
|
<85%
|
85%
|
86%
|
87%
|
88%
|
89%
|
90%
|
100%
|
105%
|
115%
|
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 ___________ shares of Common Stock of the Company.
|
2.
|
Grant Date
. The grant date of the Option hereby granted is March 15, 2018 (“
Grant Date
”).
|
3.
|
Exercise Price; Exercisability
. The exercise price of each share of Common Stock underlying the Option hereby granted is $22.03 (the “
Exercise Price
”).
|
a.
|
Vesting of Options
. The Option shall become vested and exercisable as follows: 25% shall vest on March 15, 2019, and the remainder shall vest in equal installments of 6.25% at the end of each successive three month period commencing on March 15, 2019, 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.
|
b.
|
In the event the Participant’s Employment terminates for any reason other than (1) Retirement (as defined in Section 3(c)), or (2) in respect of a Qualifying Termination following a Change in Control, such unvested Options will be immediately forfeited as of such termination of Employment.
|
c.
|
In the event the Participant’s Employment terminates due to Retirement, the Option shall immediately vest in full and become exercisable for one (1) year as of the date of such termination. “Retirement” for purposes of this Agreement shall mean the Participant’s
|
d.
|
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.
|
4.
|
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.
|
5.
|
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
|
6.
|
Transferability
. The Option is exercisable during the Participant’s lifetime only by the Participant or his or her guardian or legal representative, and 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 Option will be forfeited by the Participant and all of the Participant’s rights to such Option shall immediately terminate without any payment or consideration from the Company. Upon the death of a Participant, outstanding Options granted to such Participant may be exercised only by the executors or administrators of the Participant’s estate or by any person or persons who shall have acquired such right to exercise by will or by the laws of descent and distribution pursuant to Section 18 of the Plan.
|
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 Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of shares of Common Stock acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option 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
|
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 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
|
15.
|
Policy Against Insider Trading
. By accepting the Option, 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 county 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.
|
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 Option, 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 exercise of the Option 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 Option 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 Option and on any shares of Common Stock purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and
|
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.
|
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 ____________ 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 March 15, 2018 (the “
Grant Date
”).
|
3.
|
Vesting of RSUs
.
|
(a)
|
The RSUs shall vest in full on the first anniversary of the Grant Date, subject in all cases to the Participant’s continued Employment, (which, as defined in the Plan, includes provision of services as a director) through such date (the “Vesting Date”) except as provided in Section 3(c) hereof.
|
(b)
|
In the event (1) the Participant’s Employment terminates prior to the applicable Vesting Date for any reason other than the Participant’s termination of Employment due to voluntary retirement, or (2) of a Change in Control, all of the Participant’s outstanding, unvested RSUs will vest as of such termination of Employment.
|
(c)
|
In the event the Participant’s Employment terminates prior to the applicable Vesting Date due to voluntary retirement, such unvested RSUs will be immediately forfeited as of such termination of Employment.
|
4.
|
Settlement
. Settlement of any vested RSUs granted hereunder (including any RSUs that become vested in connection with a Qualifying Termination) will be made in the form of shares of Common Stock within 90 days following the end of the calendar quarter in which
|
5.
|
Dividend Equivalents
. Dividend equivalents will accrue on vested RSUs and will be notionally credited on each dividend payment date in respect of Common Stock with additional RSUs (such additional RSUs, the “Dividend Equivalent RSUs”). On each dividend payment date, the number of Dividend Equivalent RSUs that will be credited will be equal to the quotient determined by dividing (a) the product determined by multiplying (i) one hundred percent (100%) of each dividend declared and paid by the Company on the Common Stock on a per share basis by (ii) the number of vested RSUs on the record date for the payment of any such dividend, by (b) the Fair Market Value of a share of Common Stock on the dividend payment date for such dividend, in each case, with fractions computed to three decimal places. The Dividend Equivalent RSUs will in all cases be subject to the same terms and conditions, including but not limited to those related to transferability and settlement, that apply to the RSUs granted pursuant to this Agreement.
|
6.
|
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.
|
7.
|
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.
|
8.
|
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.
|
9.
|
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
|
10.
|
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
|
11.
|
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.
|
12.
|
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.
|
13.
|
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.
|
14.
|
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.
|
15.
|
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
|
16.
|
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.
|
17.
|
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.
|
18.
|
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.
|
19.
|
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.
|
20.
|
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.
|
21.
|
Nature of Grant
. In accepting the RSUs, the Participant acknowledges, understands and agrees that:
|
22.
|
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.
|
23.
|
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.
|
24.
|
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.
|
25.
|
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.
|
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,
|
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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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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
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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.
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Date:
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May 1, 2018
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By:
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|
/s/ Sean Menke
|
|
|
|
|
Sean Menke
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
(principal executive officer of the registrant)
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1.
|
I have reviewed this quarterly report on Form 10-Q of Sabre Corporation;
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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;
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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:
|
May 1, 2018
|
By:
|
|
/s/ Richard A. Simonson
|
|
|
|
|
Richard A. Simonson
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(principal financial officer of the registrant)
|
a.
|
The Form 10-Q of Sabre Corporation for the quarter ended
March 31, 2018
(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:
|
May 1, 2018
|
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
March 31, 2018
(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:
|
May 1, 2018
|
By:
|
|
/s/ Richard A. Simonson
|
|
|
|
|
Richard A. Simonson
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(principal financial officer of the registrant)
|