Sabre Corp 10-Q

ITEM 1. FINANCIAL STATEMENTS SABRE CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue $ 419,668 $ 83,044 $ 747,152 $ 742,021 Cost of revenue, excluding technology costs 179,821 61,227 326,582 342,642 Technology costs 261,217 282,103 513,880 607,475 Selling, general and administrative 159,000 123,784 289,613 327,385 Operating loss ( 180,370 ) ( 384,070 ) ( 382,923 ) ( 535,481 ) Other income (expense): Interest expense, net ( 64,272 ) ( 55,931 ) ( 128,373 ) ( 93,373 ) Equity method income (loss) 630 ( 499 ) ( 281 ) ( 1,185 ) Other, net ( 3,199 ) ( 6,098 ) 8,432 ( 53,584 ) Total other expense, net ( 66,841 ) ( 62,528 ) ( 120,222 ) ( 148,142 ) Loss from continuing operations before income taxes ( 247,211 ) ( 446,598 ) ( 503,145 ) ( 683,623 ) (Benefit) provision for income taxes ( 1,897 ) ( 4,629 ) 2,100 ( 31,883 ) Loss from continuing operations ( 245,314 ) ( 441,969 ) ( 505,245 ) ( 651,740 ) Loss from discontinued operations, net of tax ( 81 ) ( 672 ) ( 344 ) ( 2,798 ) Net loss ( 245,395 ) ( 442,641 ) ( 505,589 ) ( 654,538 ) Net income (loss) attributable to noncontrolling interests 459 ( 71 ) 943 712 Net loss attributable to Sabre Corporation ( 245,854 ) ( 442,570 ) ( 506,532 ) ( 655,250 ) Preferred stock dividends 5,428 — 10,856 — Net loss attributable to common stockholders $ ( 251,282 ) $ ( 442,570 ) $ ( 517,388 ) $ ( 655,250 ) Basic net loss per share attributable to common stockholders: Loss from continuing operations $ ( 0.79 ) $ ( 1.60 ) $ ( 1.62 ) $ ( 2.37 ) Loss from discontinued operations — — — ( 0.01 ) Net loss per common share $ ( 0.79 ) $ ( 1.60 ) $ ( 1.62 ) $ ( 2.38 ) Diluted net loss per share attributable to common stockholders: Loss from continuing operations $ ( 0.79 ) $ ( 1.60 ) $ ( 1.62 ) $ ( 2.37 ) Loss from discontinued operations — — — ( 0.01 ) Net loss per common share $ ( 0.79 ) $ ( 1.60 ) $ ( 1.62 ) $ ( 2.38 ) Weighted-average common shares outstanding: Basic 319,755 275,693 318,700 274,865 Diluted 319,755 275,693 318,700 274,865 See Notes to Consolidated Financial Statements . 1 SABRE CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ ( 245,395 ) $ ( 442,641 ) $ ( 505,589 ) $ ( 654,538 ) Other comprehensive income (loss), net of tax: Foreign currency translation adjustments ("CTA") 1,110 2,087 ( 3,730 ) 293 Retirement-related benefit plans: Net actuarial gain, net of taxes of $( 6,153 ), $ — , $( 6,153 ), $( 1,206 ) 21,347 — 21,347 4,141 Pension settlement, net of taxes of $( 973 ), $ — , $( 973 ), $ — 3,374 — 3,374 — Amortization of prior service credits, net of taxes of $ 80 , $ 80 , $ 160 , $ 160 ( 278 ) ( 278 ) ( 556 ) ( 556 ) Amortization of actuarial losses, net of taxes of $( 488 ), $( 561 ), $( 969 ), $( 926 ) 1,688 1,942 3,363 3,206 Net change in retirement-related benefit plans, net of tax 26,131 1,664 27,528 6,791 Derivatives: Unrealized (losses) gains, net of taxes of $ 29 , $( 262 ), $ 30 , $ 6,185 ( 101 ) 1,012 ( 104 ) ( 22,806 ) Reclassification adjustment for realized losses, net of taxes of $( 916 ), $( 1,787 ), $( 1,815 ), $( 2,302 ) 3,189 6,559 6,316 8,394 Net change in derivatives, net of tax 3,088 7,571 6,212 ( 14,412 ) Share of other comprehensive loss of equity method investments ( 758 ) ( 145 ) ( 224 ) ( 798 ) Other comprehensive income (loss) 29,571 11,177 29,786 ( 8,126 ) Comprehensive loss ( 215,824 ) ( 431,464 ) ( 475,803 ) ( 662,664 ) Less: Comprehensive (income) loss attributable to noncontrolling interests ( 459 ) 71 ( 943 ) ( 712 ) Comprehensive loss attributable to Sabre Corporation $ ( 216,283 ) $ ( 431,393 ) $ ( 476,746 ) $ ( 663,376 ) See Notes to Consolidated Financial Statements. 2 SABRE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) June 30, 2021 December 31, 2020 Assets Current assets Cash and cash equivalents $ 1,122,114 $ 1,499,665 Accounts receivable, net of allowance for credit losses of $ 84,829 and $ 96,150 330,355 255,468 Prepaid expenses and other current assets 146,757 132,972 Total current assets 1,599,226 1,888,105 Property and equipment, net of accumulated depreciation of $ 2,007,560 and $ 1,995,409 293,488 363,491 Equity method investments 23,063 24,265 Goodwill 2,625,628 2,636,546 Acquired customer relationships, net of accumulated amortization of $ 772,320 and $ 761,335 273,548 289,150 Other intangible assets, net of accumulated amortization of $ 732,525 and $ 714,095 202,712 222,216 Deferred income taxes 18,615 24,181 Other assets, net 572,169 629,768 Total assets $ 5,608,449 $ 6,077,722 Liabilities and stockholders’ (deficit) equity Current liabilities Accounts payable $ 85,912 $ 115,229 Accrued compensation and related benefits 118,072 86,830 Accrued subscriber incentives 146,332 100,963 Deferred revenues 103,755 99,470 Other accrued liabilities 179,683 193,383 Current portion of debt 26,032 26,068 Total current liabilities 659,786 621,943 Deferred income taxes 64,014 72,196 Other noncurrent liabilities 342,268 380,621 Long-term debt 4,702,173 4,717,808 Commitments and contingencies (Note 13) Stockholders’ (deficit) equity Preferred stock, $ 0.01 par value, 225,000 authorized, 3,340 issued and outstanding as of June 30, 2021 and December 31, 2020; aggregate liquidation value of $ 334,000 as of June 30, 2021 and December 31, 2020 33 33 Common Stock: $ 0.01 par value; 1,000,000 authorized shares; 345,210 and 338,662 shares issued, 322,365 and 317,297 shares outstanding at June 30, 2021 and December 31, 2020, respectively 3,452 3,387 Additional paid-in capital 3,049,156 2,985,077 Treasury Stock, at cost, 22,845 and 21,365 shares at June 30, 2021 and December 31, 2020, respectively ( 497,221 ) ( 474,790 ) Accumulated deficit ( 2,617,012 ) ( 2,099,624 ) Accumulated other comprehensive loss ( 106,171 ) ( 135,957 ) Non-controlling interest 7,971 7,028 Total stockholders’ (deficit) equity ( 159,792 ) 285,154 Total liabilities and stockholders’ (deficit) equity $ 5,608,449 $ 6,077,722 See Notes to Consolidated Financial Statements. 3 SABRE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2021 2020 Operating Activities Net loss $ ( 505,589 ) $ ( 654,538 ) Adjustments to reconcile net loss to cash used in operating activities: Depreciation and amortization 140,653 189,815 Stock-based compensation expense 53,904 26,339 Amortization of upfront incentive consideration 30,168 37,289 Gain on sale of investment ( 14,532 ) — Deferred income taxes ( 7,292 ) ( 44,704 ) Amortization of debt discount and issuance costs 6,060 3,795 Pension settlement charge 4,347 — Provision for expected credit losses ( 3,914 ) 47,727 Dividends received from equity method investments 698 1,652 Loss from discontinued operations 344 2,798 Other 238 2,408 Acquisition termination fee — 24,811 Changes in operating assets and liabilities: Accounts and other receivables ( 82,477 ) 178,063 Prepaid expenses and other current assets ( 7,301 ) 2,727 Capitalized implementation costs ( 9,105 ) ( 5,698 ) Upfront incentive consideration ( 2,453 ) ( 25,198 ) Other assets 535 20,096 Accrued compensation and related benefits 30,924 16,784 Accounts payable and other accrued liabilities 25,157 ( 240,231 ) Deferred revenue including upfront solution fees 1,175 21,029 Cash used in operating activities ( 338,460 ) ( 395,036 ) Investing Activities Proceeds from disposition of investments and assets 24,874 — Additions to property and equipment ( 17,240 ) ( 39,333 ) Other investing activities — ( 4,413 ) Cash provided by (used in) investing activities 7,634 ( 43,746 ) Financing Activities Net payment on the settlement of equity-based awards ( 22,016 ) ( 5,241 ) Payments on borrowings from lenders ( 12,590 ) ( 37,905 ) Dividends paid on preferred stock ( 10,856 ) — Debt prepayment fees and issuance costs — ( 29,473 ) Proceeds of borrowings from lenders — 1,495,000 Payments on Tax Receivable Agreement — ( 71,958 ) Cash dividends paid to common shareholders — ( 38,544 ) Other financing activities 842 ( 3,686 ) Cash (used in) provided by financing activities ( 44,620 ) 1,308,193 Cash Flows from Discontinued Operations Cash used in operating activities ( 1,158 ) ( 1,802 ) Cash used in discontinued operations ( 1,158 ) ( 1,802 ) Effect of exchange rate changes on cash and cash equivalents ( 947 ) 2,503 (Decrease) increase in cash and cash equivalents ( 377,551 ) 870,112 Cash and cash equivalents at beginning of period 1,499,665 436,176 Cash and cash equivalents at end of period $ 1,122,114 $ 1,306,288 See Notes to Consolidated Financial Statements. 4 SABRE CORPORATION CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ (DEFICIT) EQUITY (In thousands, except share data) Stockholders’ Equity (Deficit) Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Equity (Deficit) Shares Amount Shares Amount Shares Amount Balance at December 31, 2020 3,340,000 $ 33 338,661,960 $ 3,387 $ 2,985,077 21,365,227 $ ( 474,790 ) $ ( 2,099,624 ) $ ( 135,957 ) $ 7,028 $ 285,154 Comprehensive loss — — — — — — — ( 260,678 ) 215 484 ( 259,979 ) Preferred stock dividends (1) — — — — — — — ( 5,428 ) — — ( 5,428 ) Settlement of stock-based awards — — 2,900,693 29 148 764,947 ( 12,611 ) — — — ( 12,434 ) Stock-based compensation expense — — — — 24,426 — — — — — 24,426 Balance at March 31, 2021 3,340,000 $ 33 341,562,653 $ 3,416 $ 3,009,651 22,130,174 $ ( 487,401 ) $ ( 2,365,730 ) $ ( 135,742 ) $ 7,512 $ 31,739 Comprehensive loss — — — — — — — ( 245,854 ) 29,571 459 ( 215,824 ) Preferred stock dividends (1) — — — — — — — ( 5,428 ) ( 5,428 ) Settlement of stock-based awards — — 2,377,690 24 214 714,622 ( 9,820 ) — — ( 9,582 ) Stock-based compensation expense — — — — 29,478 — — — — — 29,478 Issuance of common stock upon conversion of exchangeable notes — — 1,269,497 12 9,813 — — — — — 9,825 Balance at June 30, 2021 3,340,000 $ 33 345,209,840 $ 3,452 $ 3,049,156 22,844,796 $ ( 497,221 ) $ ( 2,617,012 ) $ ( 106,171 ) $ 7,971 $ ( 159,792 ) (1) Our mandatory convertible preferred stock accumulates cumulative dividends at an annual rate of 6.50 %. Preferred Stock Common Stock Additional Paid in Capital Treasury Stock Retained Earnings (Deficit) Accumulated Other Comprehensive Loss Noncontrolling Interest Total Stockholders' Equity Shares Amount Shares Amount Shares Amount Balance at December 31, 2019 — $ — 294,319,417 $ 2,943 $ 2,317,544 20,586,852 $ ( 468,618 ) $ ( 763,482 ) $ ( 149,306 ) $ 8,588 $ 947,669 Comprehensive loss — — — — — — — ( 212,680 ) ( 19,303 ) 783 ( 231,200 ) Common stock dividends (1) — — — — — — — ( 38,544 ) — — ( 38,544 ) Settlement of stock-based awards — — 2,224,053 22 50 642,065 ( 5,272 ) — — — ( 5,200 ) Stock-based compensation expense — — — — 17,577 — — — — — 17,577 Adoption of New Accounting Standards — — — — — — — ( 7,591 ) — — ( 7,591 ) Balance at March 31, 2020 — $ — 296,543,470 $ 2,965 $ 2,335,171 21,228,917 $ ( 473,890 ) $ ( 1,022,297 ) $ ( 168,609 ) $ 9,371 $ 682,711 Comprehensive loss — — — — — — — ( 442,570 ) 11,177 ( 71 ) ( 431,464 ) Settlement of stock-based awards — — 587,232 6 168 29,664 ( 215 ) — — — ( 41 ) Stock-based compensation expense — — — — 8,762 — — — — — 8,762 Balance at June 30, 2020 — $ — 297,130,702 $ 2,971 $ 2,344,101 21,258,581 $ ( 474,105 ) $ ( 1,464,867 ) $ ( 157,432 ) $ 9,300 $ 259,968 (1) A quarterly cash dividend of $ 0.14 per share on our common stock. See Notes to Consolidated Financial Statements. 5 SABRE CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. General Information Sabre Corporation is a Delaware corporation formed in December 2006. On March 30, 2007, Sabre Corporation acquired Sabre Holdings Corporation (“Sabre Holdings”). Sabre Holdings is the sole subsidiary of Sabre Corporation. Sabre GLBL Inc. ("Sabre GLBL") is the principal operating subsidiary and sole direct subsidiary of Sabre Holdings. Sabre GLBL or its direct or indirect subsidiaries conduct all of our businesses. In these consolidated financial statements, references to “Sabre,” the “Company,” “we,” “our,” “ours” and “us” refer to Sabre Corporation and its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Recent Events— The travel industry continues to be adversely affected by the global health crisis due to the outbreak of the coronavirus ("COVID-19"), as well as by government directives that have been enacted to slow the spread of the virus. As expected, this pandemic has continued to have a material impact on our consolidated financial results in the second quarter of 2021. Despite the continued negative impacts of the COVID-19 pandemic on our business and global travel volumes, as COVID-19 vaccines have continued to be administered, we have seen some continued improvement in our key volume metrics during the second quarter of 2021. Domestic bookings continue to exceed international bookings, however, negatively impacting revenue. With the continued increase in volumes, our incentive consideration costs are also increasing significantly compared to the prior year. The inputs into our judgments and estimates consider the economic implications of COVID-19 on our critical and significant accounting estimates. Our air booking cancellation reserve totaled $ 18 million as of June 30, 2021, which is consistent with our reserve as of December 31, 2020. Additionally, our allowance for credit losses at June 30, 2021 was $ 86 million, a decrease of $ 12 million from December 31, 2020. The provision for credit losses for the six months ended June 30, 2021 decreased $ 52 million from the same period in the prior year, primarily related to fully reserving for aged balances of certain customers in the prior year and an overall improvement in our forecasted credit losses in the current year given the start of the global economic recovery from the COVID-19 pandemic. See Note 5. Credit Losses. Given the uncertainties surrounding the duration and effects of COVID-19, including any variants, on transaction volumes in the global travel industry, particularly air travel transaction volumes and future cancellation activity, including from airlines’ insolvency or suspension of service or aircraft groundings, we cannot provide assurance that the assumptions used in these estimates will be accurate and the impacts could be material on our cancellation reserves, credit loss provisions and results of operations. We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did not record any goodwill impairment charges for the three and six months ended June 30, 2021. See Note 8. Fair Value Measurements for further information. As we cannot predict the duration or scope of the COVID-19 pandemic, future impairments may occur and the negative financial impact to our consolidated financial statements and results of operations of potential future impairments cannot be reasonably estimated but could be material. Given the liquidity measures we enacted during 2020 and our ending cash balance of $ 1.1 billion as of June 30, 2021, we believe that we have resources to sufficiently fund our liquidity requirements over at least the next twelve months; however, given the magnitude of travel decline and the unknown duration of the COVID-19 impact, we will continue to monitor our liquidity levels and take additional steps should we determine they are necessary. Strategic Realignment— We completed a strategic realignment of our airline and agency-focused businesses in the third quarter of 2020 to address the changing travel landscape and respond to the impacts of the COVID-19 pandemic on our business and cost structure. As a result of our strategic realignment, we now operate our business and present our results through two business segments: (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of leading software solutions for hoteliers. All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments were consolidated into a unified revenue and expense structure now reported as the Travel Solutions business segment. There were no changes to the historical Hospitality Solutions reporting segment. Additionally, we have reclassified expenses on our statement of operations to provide additional clarification on our costs by separating technology costs from cost of revenue and moving certain expenses previously classified as cost of revenue to selling, general and administrative to align with the current leadership and operational organizational structure. Financial information for all periods presented has been updated to reflect these reclassifications. Basis of Presentation— The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly the financial position, results of operations and cash flows for the periods indicated. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2021. The accompanying interim financial statements should be read in conjunction with the 6 consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 25, 2021 . We consolidate all majority-owned subsidiaries and companies over which we exercise control through majority voting rights. No entities are consolidated due to control through operating agreements, financing agreements or as the primary beneficiary of a variable interest entity. The consolidated financial statements include our accounts after elimination of all significant intercompany balances and transactions. All dollar amounts in the financial statements and the tables in the notes, except per share amounts, are stated in thousands of U.S. dollars unless otherwise indicated. All amounts in the notes reference results from continuing operations unless otherwise indicated. Use of Estimates —The preparation of these interim financial statements in conformity with GAAP requires that certain amounts be recorded based on estimates and assumptions made by management. Actual results could differ from these estimates and assumptions. Our accounting policies that utilize significant estimates and assumptions include: (i) estimation for revenue recognition and multiple performance obligation arrangements, (ii) determination of the fair value of assets and liabilities acquired in a business combination, (iii) the evaluation of the recoverability of the carrying value of long-lived assets and goodwill, (iv) assumptions utilized to test recoverability of capitalized implementation costs and customer and subscriber advances, (v) judgments in capitalization of software developed for internal use, (vi) the evaluation of uncertainties surrounding the calculation of our tax assets and liabilities, (vii) estimation of the air booking cancellation reserve, and (viii) the evaluation of the allowance for credit losses. Our use of estimates and the related accounting policies are discussed in the consolidated financial statements and related notes thereto included in our Annual Report on Form 10-K filed with the SEC on February 25, 2021. Given the uncertainties surrounding the duration and effects of COVID-19, including any variants, we cannot provide assurance that the assumptions used in our estimates will be accurate and the impacts could be material on our cancellation reserves, credit loss provisions and results of operations. Adoption of New Accounting Standards In March 2020, the Financial Accounting Standards Board ("FASB") issued updated guidance which provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) or by another reference rate expected to be discontinued, if certain criteria are met. In January 2021, the FASB issued additional clarification related to reference rate reform, permitting entities to elect certain optional expedients and exceptions when accounting for derivative contracts and certain hedging relationships affected by changes in the interest rates used for discounting cash flows, computing variation margin settlements, and calculating price alignment interest in connection with reference rate reform activities under way in global financial markets. The standards are effective for all entities upon issuance and we will apply the amendments prospectively through December 31, 2022. There was no impact to our consolidated financial statements for the six months ended June 30, 2021 as a result of the adoption of these standards. Our current hedging contracts do not extend past December 31, 2021. In August 2020, the FASB issued updated guidance limiting the accounting models for convertible instruments, which requires the senior exchangeable notes due 2025 (the "Exchangeable Notes") entered into April 2020 to be accounted for as a single liability measured at amortized cost. We elected to early adopt this standard on January 1, 2021 using the full retrospective method, which requires us to restate each prior reporting period presented. As a result of adoption, the component of the Exchangeable Notes originally bifurcated as equity was derecognized and accounted for as a liability. The net deferred tax liability originally recognized within equity in connection with the debt discount and issuance costs was also derecognized. The debt issuance costs that were originally allocated to equity were reclassified to debt and amortized using an effective interest rate of approximately 5 %. As a result of derecognizing the net deferred tax liability of $ 18 million related to the debt discount, the valuation allowance associated with the deferred tax asset increased by $ 17 million for the year ended December 31, 2020. The impact of the adoption of the guidance on our consolidated statements of operations for the three and six months ended June 30, 2020 was a decrease in interest expense, net of $ 3 million, and a decrease in benefit for income taxes of $ 1 million, which decreased our net loss attributable to common stockholders by $ 2 million. There was a $ 0.01 increase in earnings per share for the three and six months ended June 30, 2020 as a result of the adoption. The impacts to our consolidated balance sheets as of December 31, 2020 are shown below (in thousands): December 31, 2020 As Reported Adjustments Recast Deferred income taxes $ 72,744 $ ( 548 ) $ 72,196 Long-term debt 4,639,782 78,026 4,717,808 Additional paid-in capital 3,052,953 ( 67,876 ) 2,985,077 Accumulated deficit ( 2,090,022 ) ( 9,602 ) ( 2,099,624 ) Total stockholders’ equity 362,632 ( 77,478 ) 285,154 Total liabilities and stockholders’ equity 6,077,722 — 6,077,722 In December 2019, the FASB issued updated guidance which simplifies the accounting for income taxes, eliminates certain exceptions within existing income tax guidance, and clarifies certain aspects of the current guidance to promote 7 consistency among reporting entities. We adopted this standard prospectively in the first quarter of 2021. There was no material impact to our consolidated financial statements for the six months ended June 30, 2021 as a result of this guidance. 2. Revenue from Contracts with Customers Contract Balances Revenue recognition for a significant portion of our revenue coincides with normal billing terms, including our transactional revenues, Software-as-a-Service ("SaaS") revenues, and hosted revenues. Timing differences among revenue recognition, unconditional rights to bill, and receipt of contract consideration may result in contract assets or contract liabilities. The following table presents our assets and liabilities with customers as of June 30, 2021 and December 31, 2020 (in thousands): Account Consolidated Balance Sheet Location June 30, 2021 December 31, 2020 Contract assets and customer advances and discounts (1) Prepaid expenses and other current assets / other assets, net $ 82,890 $ 88,850 Trade and unbilled receivables, net Accounts receivable, net 327,837 253,511 Long-term trade unbilled receivables, net Other assets, net 31,770 38,156 Contract liabilities Deferred revenues / other noncurrent liabilities 174,355 176,956 ________________________________ (1) Includes contract assets of $ 10 million and $ 8 million for June 30, 2021 and December 31, 2020, respectively. During the six months ended June 30, 2021, we recognized revenue of approximately $ 28 million from contract liabilities that existed as of January 1, 2021. Our long-term trade unbilled receivables, net relate to license fees billed ratably over the contractual period and recognized when the customer gains control of the software. We evaluate collectability of our accounts receivable based on a combination of factors and record reserves as described further in Note 5. Credit Losses. Revenue The following table presents our revenues disaggregated by business (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Distribution $ 218,245 $ ( 47,949 ) $ 370,026 $ 346,589 IT Solutions 155,140 104,211 292,234 317,261 Total Travel Solutions 373,385 56,262 662,260 663,850 SynXis Software and Services 44,530 26,749 83,260 77,480 Other 6,221 2,253 9,706 10,759 Total Hospitality Solutions 50,751 29,002 92,966 88,239 Eliminations ( 4,468 ) ( 2,220 ) ( 8,074 ) ( 10,068 ) Total Sabre Revenue $ 419,668 $ 83,044 $ 747,152 $ 742,021 In the first and second quarters of 2020, the airline industry experienced an unprecedented number of airline travel reservation cancellations as a result of COVID-19. Revenue for the second quarter of 2020 was negatively impacted by approximately $ 100 million resulting from increased cancellation activity beyond what was initially estimated. Our cancellation reserve is highly sensitive to our estimate of bookings that we expect will eventually travel, as well as to the mix of those bookings between domestic and international, given the varying rates paid by airline suppliers. To address this change in estimate, we further increased our reserve for future cancellations to $ 60 million as of June 30, 2020 to account for the significant effect that COVID-19 has had on the travel industry and the resulting volume of airline travel cancellations and the impacts on the booking fee rate for higher international cancellations and lower international new bookings than previously experienced. Our air booking cancellation reserve totaled $ 18 million as of June 30, 2021, which is consistent with our reserve as of December 31, 2020. We may occasionally recognize revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to our assessment of whether an estimate of variable consideration is constrained. For the six months ended June 30, 2021, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, is immaterial. Unearned performance obligations primarily consist of deferred revenue for fixed implementation fees and future product implementations, which are included in deferred revenue and other noncurrent liabilities in our consolidated balance sheet. We have not disclosed the performance obligation related to contracts containing minimum transaction volume, as it represents a 8 subset of our business, and therefore would not be meaningful in understanding the total future revenues expected to be earned from our long-term contracts. 3. Restructuring Activities We completed a strategic realignment of our airline and agency-focused businesses in the third quarter of 2020 to address the changing travel landscape and respond to the impacts of the COVID-19 pandemic on our business and cost structure. As a result of this strategic realignment, we incurred restructuring costs beginning in the first quarter of 2020 associated with our workforce and leased office space. The strategic realignment and related actions are substantially complete. We do not expect additional restructuring charges associated with these activities to be significant. Since the first quarter of 2020, we have incurred $ 80 million in connection with these restructuring activities, of which $ 18 million is recorded within cost of revenue, excluding technology costs, $ 30 million is recorded within technology costs and $ 32 million is recorded within selling, general and administrative costs in our consolidated statement of operations. For the three and six months ended June 30, 2021, adjustments to restructuring charges were immaterial. During the three months ended June 30, 2020, we incurred $ 48 million in connection with these restructuring activities, of which $ 17 million is recorded within cost of revenue, excluding technology costs, $ 20 million is recorded within technology costs and $ 11 million is recorded within selling, general and administrative costs within our consolidated statement of operations. During the six months ended June 30, 2020, we incurred $ 73 million in connection with these restructuring activities, of which $ 22 million is recorded within cost of revenue, excluding technology costs, $ 31 million is recorded within technology costs and $ 20 million is recorded within selling, general and administrative costs within our consolidated statement of operations. The following table summarizes the accrued liability related to severance and related benefits costs as recorded within accrued compensation and related benefits within our consolidated balance sheet (in thousands): Six Months Ended June 30, 2021 Balance as of December 31, 2020 $ 23,253 Cash Payments ( 10,906 ) Non-cash adjustments ( 5,049 ) Balance as of June 30, 2021 $ 7,298 4. Income Taxes For the six months ended June 30, 2021, we recognized $ 2 million of income tax expense, representing a negative effective tax rate less than 1 %, compared to an income tax benefit of $ 32 million, representing an effective tax rate of 5 % for the six months ended June 30, 2020. The decrease in the effective tax rate for the six months ended June 30, 2021 as compared to the same period in 2020 was primarily due to a higher percent of valuation allowance generated in the six month period on earnings related to the impact of COVID-19 on our results of operations and various discrete items recorded in each of the respective six month periods. The difference between our effective tax rates and the U.S. federal statutory income tax rate primarily results from valuation allowances, our geographic mix of taxable income in various tax jurisdictions, tax permanent differences and tax credits. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax-planning strategies in making this assessment. We believe it is more likely than not that the results of future operations will not generate sufficient taxable income in the U.S. and in certain foreign jurisdictions to realize the full benefit of its deferred tax assets. On the basis of this evaluation, as of June 30, 2021, a cumulative valuation allowance of $ 356 million has been recorded to recognize only the portion of the deferred tax asset that is more likely than not to be realized. The amount of the deferred tax asset considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased. We recognize liabilities when we believe that an uncertain tax position may not be fully sustained upon examination by the tax authorities. This evaluation requires significant judgment, the use of estimates, and the interpretation and application of complex tax laws. When facts and circumstances change, we reassess these probabilities and record any changes in the consolidated financial statements as appropriate. Our net unrecognized tax benefits, excluding interest and penalties, included in our consolidated balance sheets, were $ 83 million and $ 73 million as of June 30, 2021 and December 31, 2020, respectively. 5. Credit Losses We are exposed to credit losses primarily through our sales of services provided to participants in the travel and transportation industry, which we consider to be our singular portfolio segment. We develop and document our methodology used in determining the allowance for credit losses at the portfolio segment level. Within the travel portfolio segment, we identify airlines, hoteliers and travel agencies as each presenting unique risk characteristics associated with historical credit loss patterns 9 unique to each and we determine the adequacy of our allowance for credit loss by assessing the risks and losses inherent in our receivables related to each. We evaluate the collectability of our receivables based on a combination of factors. In circumstances where we are aware of a specific customer’s inability to meet its financial obligations to us, such as bankruptcy filings or failure to pay amounts due to us or others, we specifically reserve for bad debts against amounts due to reduce the recorded receivable to the amount we reasonably believe will be collected. For all other customers, we record reserves for receivables, including unbilled receivables and contract assets, based on historical experience and the length of time the receivables are past due. The estimate of credit losses is developed by analyzing historical twelve-month collection rates and adjusting for current customer-specific factors indicating financial instability and other macroeconomic factors that correlate with the expected collectability of our receivables. Our allowance for credit losses relates to all financial assets, primarily trade receivables due in less than one year recorded in Accounts Receivable, net on our consolidated balance sheets. Our allowance for credit losses for the six months ended June 30, 2021 for our portfolio segment is summarized as follows (in thousands): Six Months Ended June 30, 2021 Balance at December 31, 2020 $ 97,568 Provision for expected credit losses ( 3,914 ) Write-offs ( 6,206 ) Other ( 1,845 ) Balance at June 30, 2021 $ 85,603 Our provision for expected credit losses was a reduction of $ 2 million and $ 4 million for the three and six months ended June 30, 2021, respectively. Our provision for expected credit losses for the six months ended June 30, 2021 decreased $ 52 million from the same period in the prior year, primarily related to fully reserving for aged balances of certain customers in the prior year and an overall improvement in our forecasted credit losses in the current year given the start of the global economic recovery from the COVID-19 pandemic. For the six months ended June 30, 2020, we made a decision to fully reserve for certain aged balances related to particular customers due to heightened uncertainty regarding collectability, including uncertainty related to bankruptcy filings by several of our customers during the six months ended June 30, 2020. Additionally, the impact of the COVID-19 pandemic on the global economy and other general increases in aging balances affected our estimate of expected credit losses in the prior year. Macro-economic factors, including the economic downturn, lack of liquidity in the capital markets resulting from the COVID-19 pandemic and lack of additional government funding, can have a significant effect on additions to the allowance as the pandemic may continue to result in restructuring or bankruptcy of additional customers. Given the uncertainties surrounding the duration and effects of COVID-19, including any variants, we cannot provide assurance that the assumptions used in our estimates will be accurate and actual write-offs may vary from our estimates. 6. Debt As of June 30, 2021 and December 31, 2020, our outstanding debt included in our consolidated balance sheets totaled $ 4,728 million and $ 4,744 million, respectively, which are net of debt issuance costs of $ 48 million and $ 54 million, respectively, and unamortized discounts of $ 9 million and $ 10 million, respectively. The following table sets forth the face values of our outstanding debt as of June 30, 2021 and December 31, 2020 (in thousands): Rate Maturity June 30, 2021 December 31, 2020 Senior secured credit facilities: Term Loan B L + 2.00 % February 2024 $ 1,815,211 $ 1,824,616 Other Term Loan B L + 4.00 % December 2027 633,815 637,000 Revolver, $ 400 million (1) L + 2.75 % November 2023 375,000 375,000 9.25 % senior secured notes due 2025 9.250 % April 2025 775,000 775,000 7.375 % senior secured notes due 2025 7.375 % September 2025 850,000 850,000 4.00 % senior exchangeable notes due 2025 4.000 % April 2025 335,000 345,000 Finance lease obligations 852 889 Face value of total debt outstanding 4,784,878 4,807,505 Less current portion of debt outstanding ( 26,032 ) ( 26,068 ) Face value of long-term debt outstanding $ 4,758,846 $ 4,781,437 ______________________ (1) Pursuant to the August 27, 2020 refinancing, subject to certain "springing" maturity conditions, the maturity may extend to February 2024 at the latest. We had $ 375 million outstanding under the Revolver as of June 30, 2021 and December 31, 2020. We had outstanding letters of credit totaling $ 10 million as of June 30, 2021 and December 31, 2020, which reduced our overall credit capacity under 10 the Revolver. On July 12, 2021, we entered into agreements to refinance the Revolver, and terminated the revolving commitments thereunder. See Note 15. Subsequent Events for further detail. Senior Secured Credit Facilities Refinancing Transactions On August 23, 2017, Sabre GLBL entered into a Fourth Incremental Term Facility Amendment to our Amended and Restated Credit Agreement, Term Loan A Refinancing Amendment to our Amended and Restated Credit Agreement, and Second Revolving Facility Refinancing Amendment to our Amended and Restated Credit Agreement (the “2017 Refinancing”). The 2017 Refinancing included a $ 400 million revolving credit facility ("Revolver") as well as the application of the proceeds of the approximately $ 1,891 million incremental Term Loan B facility (“Term Loan B”) and $ 570 million Term Loan A facility (“Term Loan A”). On August 27, 2020, Sabre GLBL entered into a Third Revolving Facility Refinancing Amendment to the Amended and Restated Credit Agreement (the "Third Revolving Refinancing Amendment") and the First Term A Loan Extension Amendment to the Amended and Restated Credit Agreement (the "Term A Loan Extension Amendment" and, together with the Third Revolving Refinancing Amendment, the "2020 Refinancing"), which extended the maturity of the Revolver from July 1, 2022 to November 23, 2023 at the earliest and February 22, 2024 at the latest, depending on certain "springing" maturity conditions as described in the Third Revolving Refinancing Amendment. In addition to extending the maturity date of the Revolver, the 2020 Refinancing also provided that, during any covenant suspension resulting from a "Material Travel Event Disruption" (as defined in the Amended and Restated Credit Agreement), including during the current covenant suspension period, we were required to maintain liquidity of at least $ 300 million on a monthly basis, which was lowered in December 2020 from $ 450 million. In addition, during this covenant suspension, the 2020 Refinancing limited certain payments to equity holders, certain investments, certain prepayments of unsecured debt and the ability of certain subsidiaries to incur additional debt. The applicable margins for the Revolver were between 2.50 % and 1.75 % per annum for Eurocurrency rate loans and between 1.50 % and 0.75 % per annum for base rate loans, with the applicable margin for any quarter reduced by 25 basis points (up to 75 basis points total) if the Senior Secured First-Lien Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement) was less than 3.75 to 1.0, 3.00 to 1.0, or 2.25 to 1.0, respectively. These interest rate spreads for the Revolver were increased by 0.25 %, during covenant suspension, in connection with the 2020 Refinancing. On July 12, 2021, Sabre GLBL entered into agreements to refinance the Other Term Loan B facility and the Revolver, and terminated the revolving commitments thereunder. Among other things, the refinancing amended the financial performance covenant to remove the $ 300 million minimum liquidity requirement, and certain other limitations, including the items listed above. See Note 15. Subsequent Events for further detail. On December 17, 2020, Sabre GLBL entered into a Sixth Term A Loan Refinancing and Incremental Amendment to our Amended and Restated Credit Agreement, resulting in additional Term Loan B borrowings of $ 637 million ("Other Term B Loans") due December 17, 2027. The applicable interest rate margins for the Other Term B Loans are 4.00 % per annum for Eurocurrency rate loans and 3.00 % per annum for base rate loans, with a floor of 0.75 % for the Eurocurrency rate, and 1.75 % for the base rate, respectively. The net proceeds of $ 623 million from the issuance, net of underwriting fees and commissions, were used to fully redeem both the $ 500 million outstanding 5.25 % senior secured notes due November 2023 and the $ 134 million outstanding Term Loan A. We incurred no material additional indebtedness as a result of these transactions, other than amounts for certain interest, fees and expenses. We recognized a loss on extinguishment of debt of $ 11 million during the year ended December 31, 2020 in connection with these transactions, which consisted of a redemption premium of $ 6 million and the write-off of unamortized debt issuance costs of $ 5 million. On July 12, 2021, Sabre GLBL entered into agreements to refinance the Other Term Loan B facility and the Revolver, and terminated the revolving commitments thereunder. See Note 15. Subsequent Events for further detail. Under the Amended and Restated Credit Agreement, the loan parties are subject to certain customary non-financial covenants, including certain restrictions on incurring certain types of indebtedness, creation of liens on certain assets, making of certain investments, and payment of dividends. As of June 30, 2021, we are in compliance with all covenants not suspended under the terms of the Amended and Restated Credit Agreement and with the additional covenants of the 2020 Refinancing. In addition, the Amended and Restated Credit Agreement provided for a maximum leverage ratio for the loan parties, based on the Total Net Leverage Ratio (as defined in the Amended and Restated Credit Agreement). We were required, at all times (no longer solely when a threshold amount of revolving loans or letters of credit were outstanding), to maintain a Total Net Leverage Ratio of less than 4.5 to 1.0. However, under the terms of the Amended and Restated Credit Agreement, our Total Net Leverage Ratio requirement may be suspended for a limited time if a “Material Travel Event Disruption” (as defined in the Amended and Restated Credit Agreement) has occurred. The capacity reductions by domestic airlines in response to the COVID-19 outbreak and related decreases in domestic passenger enplanements, and a recent sharp decline in GDS bookings, led to a finding that a Material Travel Event Disruption occurred in the first quarter of 2021. As such, the leverage ratio covenant was suspended through at least the second quarter of 2021. As noted above, on July 12, 2021, we entered into agreements to refinance the Other Term Loan B facility and the Revolver, and terminated the revolving commitments thereunder. Among other things, the refinancing amended the financial performance covenant to remove the Total Net Leverage Ratio maintenance requirement. See Note 15. Subsequent Events for further detail. Exchangeable Notes On April 17, 2020, Sabre GLBL entered into a new debt agreement consisting of $ 345 million aggregate principal amount of 4.000 % senior exchangeable notes due 2025 (the “Exchangeable Notes”). The Exchangeable Notes are senior, unsecured 11 obligations of Sabre GLBL, accrue interest payable semi-annually in arrears and mature on April 15, 2025, unless earlier repurchased or exchanged in accordance with specified circumstances and terms of the indenture governing the Exchangeable Notes. Under the terms of indenture, the notes are exchangeable into common stock of Sabre Corporation (referred to as "our common stock" herein) at the following times or circumstances: • during any calendar quarter commencing after the calendar quarter ended June 30, 2020, if the last reported sale price per share of our common stock exceeds 130 % of the exchange price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any five consecutive trading day period (such five consecutive trading day period, the "Measurement Period") if the trading price per $1,000 principal amount of Exchangeable Notes, as determined following a request by their holder in accordance with the procedures in the indenture, for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price per share of our common stock on such trading day and the exchange rate on such trading day; • upon the occurrence of certain corporate events or distributions on our common stock, including but not limited to a “Fundamental Change” (as defined in the indenture governing the notes); • upon the occurrence of specified corporate events; or • on or after October 15, 2024, until the close of business on the second scheduled trading day immediately preceding the maturity date, April 15, 2025. With certain exceptions, upon a Change of Control or other Fundamental Change (both as defined in the indenture governing the Exchangeable Notes), the holders of the Exchangeable Notes may require us to repurchase all or part of the principal amount of the Exchangeable Notes at a repurchase price equal to 100 % of the principal amount of the Exchangeable Notes, plus any accrued and unpaid interest to, but excluding, the repurchase date. Due to the price of our common stock during the 30 trading days preceding June 30, 2021, the first condition above has been met as of June 30, 2021 and the Exchangeable Notes are exchangeable by the holders at any time during the third quarter of 2021. As of June 30, 2021, the if-converted value of the Exchangeable Notes exceeds the outstanding principal amount by $ 196 million. The Exchangeable Notes are convertible at their holder’s election into shares of our common stock based on an initial conversion rate of 126.9499 shares of common stock per $1,000 principal amount of the Exchangeable Notes, which is equivalent to an initial conversion price of approximately $ 7.88 per share. The exchange rate is subject to anti-dilution and other adjustments. Upon conversion, Sabre GLBL will pay or deliver, as the case may be, cash, shares of our common stock or a combination of cash and shares of common stock, at our election. If a “Make-Whole Fundamental Change” (as defined in the Exchangeable Notes Indenture) occurs with respect to any Exchangeable Note and the exchange date for the exchange of such Exchangeable Note occurs during the related “Make-Whole Fundamental Change Exchange Period” (as defined in the Exchangeable Notes Indenture), then, subject to the provisions set forth in the Exchangeable Notes Indenture, the exchange rate applicable to such exchange will be increased by a number of shares set forth in the table contained in the Exchangeable Notes Indenture, based on a function of the time since origination and our stock price on the date of the occurrence of such Make-Whole Fundamental Change. The net proceeds received from the sale of the Exchangeable Notes of $ 336 million, net of underwriting fees and commissions, are being used for general corporate purposes. During the three months ended June 30, 2021, a certain holder elected to convert $ 10 million of the Exchangeable Notes for 1,269,497 shares of common stock. We elected to settle this conversion in shares of our common stock. As of June 30, 2021, we have $ 335 million aggregate principal amount of Exchangeable Notes outstanding. The following table sets forth the carrying value of the Exchangeable Notes as of June 30, 2021 and December 31, 2020, as recast (in thousands): June 30, 2021 December 31, 2020 Principal $ 335,000 $ 345,000 Less: Unamortized debt issuance costs 9,063 10,443 Net Carrying Value $ 325,937 $ 334,557 The following table sets forth interest expense recognized related to the Exchangeable Notes for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Contractual interest expense $ 3,450 $ 2,798 $ 6,900 $ 2,798 Amortization of issuance costs $ 829 $ 444 $ 1,380 $ 444 12 7. Derivatives Hedging Objectives —We are exposed to certain risks relating to ongoing business operations. The primary risks managed by using derivative instruments are foreign currency exchange rate risk and interest rate risk. Forward contracts on various foreign currencies are entered into to manage the foreign currency exchange rate risk on operational expenditures' exposure denominated in foreign currencies. Interest rate swaps are entered into to manage interest rate risk associated with our floating-rate borrowings. In accordance with authoritative guidance on accounting for derivatives and hedging, we designate foreign currency forward contracts as cash flow hedges on operational exposure and interest rate swaps as cash flow hedges of floating-rate borrowings. Cash Flow Hedging Strategy —To protect against the reduction in value of forecasted foreign currency cash flows, we hedge portions of our revenues and expenses denominated in foreign currencies with forward contracts. For example, when the dollar strengthens significantly against the foreign currencies, the decline in present value of future foreign currency expense is offset by losses in the fair value of the forward contracts designated as hedges. Conversely, when the dollar weakens, the increase in the present value of future foreign currency expense is offset by gains in the fair value of the forward contracts. Due to the uncertainty driven by the COVID-19 pandemic on our foreign currency exposures, we have paused entering into new cash flow hedges of forecasted foreign currency cash flows until we have more clarity regarding the recovery trajectory and its impacts on net exposures. We enter into interest rate swap agreements to manage interest rate risk exposure. The interest rate swap agreements modify our exposure to interest rate risk by converting floating-rate debt to a fixed rate basis, thus reducing the impact of interest rate changes on future interest expense and net earnings. These agreements involve the receipt of floating rate amounts in exchange for fixed rate interest payments over the life of the agreements without an exchange of the underlying principal amount. For derivative instruments that are designated and qualify as cash flow hedges, the effective portions and ineffective portions of the gain or loss on the derivative instruments, and the hedge components excluded from the assessment of effectiveness, are reported as a component of other comprehensive income (“OCI”) and reclassified into earnings in the same line item associated with the forecasted transaction and in the same period or periods during which the hedged transaction affects earnings. Derivatives not designated as hedging instruments are carried at fair value with changes in fair value reflected in Other, net in the consolidated statement of operations. Forward Contracts —In order to hedge our operational expenditures' exposure to foreign currency movements, we were a party to certain foreign currency forward contracts that extended until December 2020. We designated these instruments as cash flow hedges. No hedging ineffectiveness was recorded in earnings relating to the forward contracts during the three and six months ended June 30, 2020. For the six months ended June 30, 2021, we had no unsettled forward contracts. Interest Rate Swap Contracts — Interest rate swaps outstanding during the six months ended June 30, 2021 and 2020 are as follows: Notional Amount Interest Rate Received Interest Rate Paid Effective Date Maturity Date Designated as Hedging Instrument $ 1,200 million 1 month LIBOR (1) 2.19 % December 31, 2019 December 31, 2020 $ 600 million 1 month LIBOR (1) 2.81 % December 31, 2020 December 31, 2021 ______________________ (1) Subject to a 0 % floor. In September 2017, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 750 million of the floating-rate Term Loan B. The total notional outstanding of $ 750 million became effective December 31, 2019 and extended through the full year 2020. In April 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 300 million and $ 450 million of the floating-rate Term Loan B related to years 2020 and 2021, respectively. In December 2018, we entered into forward starting interest rate swaps to hedge the interest payments associated with $ 150 million of the floating-rate Term Loan B for the years 2020 and 2021. We have designated these swaps as cash flow hedges. The estimated fair values of our derivatives designated as hedging instruments as of June 30, 2021 and December 31, 2020 are as follows (in thousands): Derivative Assets (Liabilities) Fair Value as of Derivatives Designated as Hedging Instruments Consolidated Balance Sheet Location June 30, 2021 December 31, 2020 Interest rate swaps Other accrued liabilities $ ( 8,250 ) $ ( 16,038 ) Total $ ( 8,250 ) $ ( 16,038 ) 13 The effects of derivative instruments, net of taxes, on OCI for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): Amount of (Loss) Gain Recognized in OCI on Derivative, Effective Portion Three Months Ended June 30, Six Months Ended June 30, Derivatives in Cash Flow Hedging Relationships 2021 2020 2021 2020 Foreign exchange contracts $ — $ 2,458 $ — $ ( 7,001 ) Interest rate swaps ( 101 ) ( 1,446 ) ( 104 ) ( 15,805 ) Total $ ( 101 ) $ 1,012 $ ( 104 ) $ ( 22,806 ) Amount of Loss (Gain) Reclassified from Accumulated OCI into Income, Effective Portion Derivatives in Cash Flow Hedging Relationships Income Statement Location Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Foreign exchange contracts Cost of revenue, excluding technology costs $ — $ 2,602 $ — $ 3,223 Interest rate swaps Interest expense, net 3,189 3,957 6,316 5,171 Total $ 3,189 $ 6,559 $ 6,316 $ 8,394 8. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market for that asset or liability. Guidance on fair value measurements and disclosures establishes a valuation hierarchy for disclosure of inputs used in measuring fair value defined as follows: Level 1—Inputs are unadjusted quoted prices that are available in active markets for identical assets or liabilities. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets and quoted prices in non-active markets, inputs other than quoted prices that are observable, and inputs that are not directly observable, but are corroborated by observable market data. Level 3—Inputs that are unobservable and are supported by little or no market activity and reflect the use of significant management judgment. The classification of a financial asset or liability within the hierarchy is determined based on the least reliable level of input that is significant to the fair value measurement. In determining fair value, we utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We also consider the counterparty and our own non-performance risk in our assessment of fair value. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis Interest Rate Swaps— The fair value of our interest rate swaps is estimated using a combined income and market-based valuation methodology based upon Level 2 inputs, including credit ratings and forward interest rate yield curves obtained from independent pricing services. 14 The following tables present our (liabilities) assets that are required to be measured at fair value on a recurring basis as of June 30, 2021 and December 31, 2020 (in thousands): Fair Value at Reporting Date Using June 30, 2021 Level 1 Level 2 Level 3 Derivatives (1) Interest rate swap contracts $ ( 8,250 ) $ — $ ( 8,250 ) $ — Total $ ( 8,250 ) $ — $ ( 8,250 ) $ — Fair Value at Reporting Date Using December 31, 2020 Level 1 Level 2 Level 3 Derivatives (1) Interest rate swap contracts $ ( 16,038 ) $ — $ ( 16,038 ) $ — Total $ ( 16,038 ) $ — $ ( 16,038 ) $ — ______________________ (1) See Note 7. Derivatives for further detail. There were no transfers between Levels 1 and 2 within the fair value hierarchy for the three and six months ended June 30, 2021. Other Financial Instruments The carrying value of our financial instruments including cash and cash equivalents, and accounts receivable, approximates their fair values due to the short term nature of these instruments. The fair values of our senior exchangeable notes due 2025, senior secured notes due 2025 and term loans under our Amended and Restated Credit Agreement are determined based on quoted market prices for a similar liability when traded as an asset in an active market, a Level 2 input. The following table presents the fair value and carrying value of our senior notes and borrowings under our senior secured credit facilities as of June 30, 2021 and December 31, 2020 (in thousands): Fair Value at Carrying Value at (1) Financial Instrument June 30, 2021 December 31, 2020 June 30, 2021 December 31, 2020 Term Loan B $ 1,790,252 $ 1,785,843 $ 1,812,159 $ 1,821,016 Other Term Loan B 638,569 639,389 627,879 630,663 Revolver, $ 400 million 375,000 375,000 375,000 375,000 9.25 % senior secured notes due 2025 921,816 925,610 775,000 775,000 7.375 % senior secured notes due 2025 925,021 925,030 850,000 850,000 4.00 % senior exchangeable notes due 2025 606,435 610,907 335,000 345,000 ______________________ (1) Excludes net unamortized debt issuance costs. Assets that are Measured at Fair Value on a Nonrecurring Basis We assess goodwill and other intangible assets with indefinite lives for impairment annually or more frequently if indicators arise. We continually monitor events and changes in circumstances such as changes in market conditions, near and long-term demand and other relevant factors, that could indicate that the fair value of any one of our reporting units may more likely than not have fallen below its respective carrying amount. We have not identified any triggering events or changes in circumstances since the performance of our annual goodwill impairment test that would require us to perform another goodwill impairment test and we did no t record any goodwill impairment charges for the three and six months ended June 30, 2021. As we cannot predict the duration or scope of the COVID-19 pandemic, future impairments may occur and the negative financial impact to our consolidated financial statements and results of operations of potential future impairments cannot be reasonably estimated but could be material. 15 9. Accumulated Other Comprehensive Loss As of June 30, 2021 and December 31, 2020, the components of accumulated other comprehensive loss, net of related deferred income taxes, are as follows (in thousands): June 30, 2021 December 31, 2020 Defined benefit pension and other post-retirement benefit plans $ ( 108,069 ) $ ( 135,596 ) Unrealized loss on foreign currency forward contracts and interest rate swaps ( 6,642 ) ( 12,837 ) Unrealized foreign currency translation gain 8,540 12,476 Total accumulated other comprehensive loss, net of tax $ ( 106,171 ) $ ( 135,957 ) The amortization of actuarial losses and periodic service credits associated with our retirement-related benefit plans is primarily included in Other, net in the consolidated statements of operations. During the three months ended June 30, 2021, a settlement accounting event was triggered within our defined benefit pension plan which resulted in a charge of $ 4 million recorded to Other, net in the consolidated statements of operations. The decline in Defined benefit pension and other post-retirement benefit plans is also due to a $ 21 million pension remeasurement, as a result of pension settlement accounting. On March 11, 2021, the American Rescue Plan Act of 2021 was signed into law, which modified funding requirements for single-employer defined benefit pension plans by restarting and extending the amortization of funding shortfalls and extending and enhancing interest rate stabilization percentages. We are examining the short-term impact of these measures on our 2021 pension plan contributions, including the reduction, or potential elimination of, minimum funding requirements, as well as the possible long-term effects of fully funding the plan over a longer period of time if we were to take advantage of the extended amortization relief. See Note 7. Derivatives, for information on the income statement line items affected as the result of reclassification adjustments associated with derivatives. 10. Stock and Stockholders' Equity Preferred Stock On August 24, 2020, we completed an offering of 3,340,000 shares of our 6.50 % Series A Mandatory Convertible Preferred Stock (the "Preferred Stock"), which generated net proceeds of approximately $ 323 million for use as general corporate purposes. The Preferred Stock accumulates cumulative dividends at a rate per annum equal to 6.50 % of the liquidation preference of $ 100 per share (equivalent to $ 6.50 annually per share) payable in cash or, subject to certain limitations, by delivery of shares of our common stock or any combination of cash and shares of our common stock, at our election; provided, however, that any undeclared and unpaid dividends will continue to accumulate. Dividends are payable when, as and if declared by our Board of Directors, out of funds legally available for their payment to the extent paid in cash, quarterly in arrears on March 1, June 1, September 1 and December 1 of each year, beginning on December 1, 2020 and ending on, and including, September 1, 2023. Declared dividends on the Preferred Stock will be payable, at our election, in cash, shares of our common stock or a combination of cash and shares of our common stock. Subject to limited exceptions, no dividends may be declared or paid on shares of our common stock, unless all accumulated dividends have been paid or set aside for payment on all outstanding shares of our Preferred Stock for all past completed dividend periods. In the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to holders of our Preferred Stock a liquidation preference equal to $ 100 per share plus accumulated and unpaid dividends. We recorded $ 5 million and $ 11 million of accrued preferred stock dividends in our consolidated results of operations for the three and six months ended June 30, 2021, respectively. During the three and six months ended June 30, 2021, we paid cash dividends on our preferred stock of $ 5 million and $ 11 million, respectively. On July 28, 2021, the Board of Directors declared a dividend of $ 1.625 per share on Preferred Stock payable on September 1, 2021 to holders of record of the Preferred Stock on August 15, 2021. Unless earlier converted, each outstanding share of Preferred Stock will automatically convert, on the mandatory conversion date, which is expected to be September 1, 2023 into shares of our common stock at a rate between 11.9048 and 14.2857 , subject to customary anti-dilution adjustments. The number of shares of our common stock issuable upon conversion will be determined based on the average volume-weighted average price per share of our common stock over the 20 consecutive trading day period beginning on, and including, the 21st scheduled trading day immediately before September 1, 2023. The number of shares issued at conversion based on the unadjusted conversion rates will be between 40 million and 48 million shares. We expect to settle the principal amount of the outstanding Exchangeable Notes in shares of our common stock. Holders of the Preferred Stock have the right to convert all or any portion of their shares at any time until the close of business on the mandatory conversion date. Early conversions that are not in connection with a “Make-Whole Fundamental Change” (as defined in the Certificate of Designations governing the Preferred Stock) will be settled at the minimum conversion 16 rate of 11.9048 . If a Make-Whole Fundamental Change occurs, holders of the Preferred Stock will, in certain circumstances, be entitled to convert their shares at an increased conversion rate for a specified period of time and receive an amount to compensate them for certain unpaid accumulated dividends and any remaining future scheduled dividend payments. The Preferred Stock will not be redeemable at our election before the mandatory conversion date. The holders of the Preferred Stock will not have any voting rights, with limited exceptions. In the event that Preferred Stock dividends have not been declared and paid in an aggregate amount corresponding to six or more dividend periods, whether or not consecutive, the holders of the Preferred Stock will have the right to elect two new directors until all accumulated and unpaid Preferred Stock dividends have been paid in full, at which time that right will terminate. Share Repurchase Program In February 2017, we announced the approval of a multi-year share repurchase program (the "Share Repurchase Program") to purchase up to $ 500 million of Sabre's common stock outstanding. Repurchases under the Share Repurchase Program may take place in the open market or privately negotiated transactions. During the six months ended June 30, 2021, we did no t repurchase any shares pursuant to the Share Repurchase Program. On March 16, 2020, we announced the suspension of share repurchases under the Share Repurchase Program in conjunction with certain cash management measures we are undertaking as a result of the market conditions caused by COVID-19. Approximately $ 287 million remains authorized for repurchases under the Share Repurchase Program as of June 30, 2021. Exchangeable Notes On April 17, 2020, we entered into a new debt agreement consisting of $ 345 million aggregate principal amount of Exchangeable Notes. Under the terms of indenture, the Exchangeable Notes are exchangeable into our common stock under specified circumstances. During the three months ended June 30, 2021, a certain holder elected to convert $ 10 million of the Exchangeable Notes for 1,269,497 shares of common stock. We elected to settle this conversion in shares of our common stock. As of June 30, 2021, we have $ 335 million aggregate principal amount of Exchangeable Notes outstanding. See Note 6. Debt for further details. 11. Earnings Per Share The following table reconciles the numerators and denominators used in the computations of basic and diluted earnings per share from continuing operations (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: Loss from continuing operations $ ( 245,314 ) $ ( 441,969 ) $ ( 505,245 ) $ ( 651,740 ) Less: Net income attributable to non-controlling interests 459 ( 71 ) 943 712 Less: Preferred stock dividends 5,428 — 10,856 — Net loss from continuing operations available to common stockholders, basic and diluted $ ( 251,201 ) $ ( 441,898 ) $ ( 517,044 ) $ ( 652,452 ) Denominator: Basic weighted-average common shares outstanding 319,755 275,693 318,700 274,865 Add: Dilutive effect of stock options and restricted stock awards — — — — Diluted weighted-average common shares outstanding 319,755 275,693 318,700 274,865 Earnings per share from continuing operations: Basic $ ( 0.79 ) $ ( 1.60 ) $ ( 1.62 ) $ ( 2.37 ) Diluted $ ( 0.79 ) $ ( 1.60 ) $ ( 1.62 ) $ ( 2.37 ) Basic earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share is computed by dividing net income from continuing operations available to common stockholders by the weighted-average number of common shares outstanding plus the effect of all dilutive common stock equivalents during each period. The diluted weighted-average common shares outstanding calculation excludes 5 million and 2 million of dilutive stock options and restricted stock awards for the six months ended June 30, 2021 and 2020, respectively, as their effect would be anti-dilutive given the net loss incurred in the periods. The diluted weighted-average common shares outstanding calculation excludes 5 million of dilutive stock options and restricted stock awards for the three months ended June 30, 2021 as their effect would be anti-dilutive given the net loss incurred in the period. The dilutive stock options and restricted stock awards for the three months ended June 30, 2020 are immaterial. The calculation of diluted weighted-average shares excludes the impact of 1 million of anti-dilutive common stock equivalents for the three and six months ended June 30, 2021, respectively, and 8 million and 2 million of anti-dilutive common stock equivalents for each of the three and six months ended June 30, 2020, respectively. 17 We have used the if-converted method for calculating any potential dilutive effect of the Exchangeable Notes on our diluted net income per share. Under the if-converted method, the Exchangeable Notes are assumed to be converted at the beginning of the period and the resulting common shares are included in the denominator of the diluted earnings per share calculation for the entire period being presented and interest expense, net of tax, recorded in connection with the Exchangeable Notes is added back to the numerator, only in the periods in which such effect is dilutive. The approximately 43 million resulting common shares related to the Exchangeable Notes are not included in the dilutive weighted-average common shares outstanding calculation for the three and six months ended June 30, 2021 and 2020 as their effect would be anti-dilutive given the net loss incurred in those periods. There was a $ 0.01 increase to our earnings per share for the three and six months ended June 30, 2020 as a result of the full retrospective adoption on January 1, 2021 of updated guidance affecting the accounting for the Exchangeable Notes. See Note 1. General Information for further information. Likewise, the potential dilutive effect of our Preferred Stock outstanding during the period was calculated using the if-converted method assuming the conversion as of the earliest period reported or at the date of issuance, if later. The approximately 40 million resulting common shares related to the Preferred Stock are not included in the dilutive weighted-average common shares outstanding calculation for the three and six months ended June 30, 2021 as their effect would be anti-dilutive given the net loss incurred in the period. 12. Leases We lease certain facilities under long-term operating leases. Operating lease assets are included in operating lease right-of-use (“ROU”) assets within other noncurrent assets and operating lease liabilities are included in other current liabilities and other noncurrent liabilities in our consolidated balance sheets. Our finance leases are not material to our consolidated financial statements and have been omitted from the information below. The following table presents supplemental cash flow information related to operating leases (in thousands): Six Months Ended June 30, 2021 2020 Supplemental Cash Flow Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used in operating leases $ 12,349 $ 14,879 Right-of-use assets obtained in exchange for lease obligations: Operating leases $ — $ 36,456 The following table presents supplemental balance sheet information related to operating leases (in thousands): June 30, 2021 December 31, 2020 Operating Leases Operating lease right-of-use assets $ 112,236 $ 125,110 Other accrued liabilities 26,897 37,892 Other noncurrent liabilities 86,993 97,403 Total operating lease liabilities $ 113,890 $ 135,295 Our leases have remaining minimum terms that range between one and twelve years . Some of our leases include options to extend for up to ten additional years; others include options to terminate the agreement within two years . Future minimum lease payments under non-cancellable operating leases as of June 30, 2021 are as follows (in thousands): Year Ending December 31, Operating Leases 2021 $ 14,802 2022 21,620 2023 17,062 2024 15,615 2025 11,051 Thereafter 60,670 Total 140,820 Imputed Interest ( 26,930 ) Total $ 113,890 18 13. Contingencies Legal Proceedings While certain legal proceedings and related indemnification obligations to which we are a party specify the amounts claimed, these claims may not represent reasonably possible losses. Given the inherent uncertainties of litigation, the ultimate outcome of these matters cannot be predicted at this time, nor can the amount of possible loss or range of loss, if any, be reasonably estimated, except in circumstances where an aggregate litigation accrual has been recorded for probable and reasonably estimable loss contingencies. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new information or developments in each matter or changes in approach such as a change in settlement strategy in dealing with these matters. Antitrust Litigation and Investigations US Airways Antitrust Litigation In April 2011, US Airways filed suit against us in federal court in the Southern District of New York, alleging violations of the Sherman Act Section 1 (anticompetitive agreements) and Section 2 (monopolization). The complaint was filed fewer than two months after we entered into a new distribution agreement with US Airways. In September 2011, the court dismissed all claims relating to Section 2. The claims that were not dismissed are claims brought under Section 1 of the Sherman Act, relating to our contracts with US Airways, which US Airways claims contain anticompetitive provisions, and an alleged conspiracy with the other GDSs, allegedly to maintain the industry structure and not to compete for content. We strongly deny all of the allegations made by US Airways. Sabre filed summary judgment motions in April 2014. In January 2015, the court issued an order granting Sabre's summary judgment motions in part, eliminating a majority of US Airways' alleged damages and rejecting its request for injunctive relief by which US Airways sought to bar Sabre from enforcing certain provisions in our contracts. In September 2015, the court also dismissed US Airways' claim for declaratory relief. In February 2017, US Airways sought reconsideration of the court's opinion dismissing the claim for declaratory relief, which the court denied in March 2017. The trial on the remaining claims commenced in October 2016. In December 2016, the jury issued a verdict in favor of US Airways with respect to its claim under Section 1 of the Sherman Act regarding Sabre's contract with US Airways and awarded it $ 5 million in single damages. The jury rejected US Airways' claim alleging a conspiracy with the other GDSs. Based on the jury’s verdict, in March 2017 the court entered final judgment in favor of US Airways in the amount of $ 15 million, which is three times the jury’s award of $ 5 million as required by the Sherman Act. As a result of the jury's verdict, US Airways was also entitled to receive reasonable attorneys’ fees and costs under the Sherman Act. As such, it filed a motion seeking approximately $ 125 million in attorneys’ fees and costs, the amount of which we strongly dispute. In January 2018, the court denied US Airways' motion seeking attorneys' fees and costs, without prejudice. In the fourth quarter of 2016, we accrued a loss of $ 32 million, which represented the court's final judgment of $ 15 million, plus our estimate of $ 17 million for US Airways' reasonable attorneys’ fees, expenses and costs. In April 2017, we filed an appeal with the United States Court of Appeals for the Second Circuit seeking a reversal of the judgment. US Airways also filed a counter-appeal challenging earlier court orders, including the above-referenced orders dismissing and/or issuing summary judgment as to portions of its claims and damages. In connection with this appeal, we posted an appellate bond equal to the aggregate amount of the $ 15 million judgment entered plus interest, which stayed the judgment pending the appeal. The Second Circuit heard oral arguments on this matter in December 2018. In September 2019, the Second Circuit issued its Order and Opinion. The Second Circuit vacated the judgment with respect to US Airways’ claim under Section 1, reversed the trial court’s dismissal of US Airways’ claims relating to Section 2, and remanded the case to district court for a new trial. In addition, the Second Circuit affirmed the trial court’s ruling limiting US Airways’ damages. The judgment in our favor on US Airways' conspiracy claim remains intact. The lawsuit has been remanded to federal court in the Southern District of New York for further proceedings. The trial court has scheduled the trial to begin on April 25, 2022. We continue to believe that our business practices and contract terms are lawful. As a result of the Second Circuit’s opinion, we believe that the claims associated with this case are not probable; therefore, in the third quarter of 2019, we reversed our previously accrued loss of $ 32 million and do no t have any losses accrued for this matter as of June 30, 2021. We have and will incur significant fees, costs and expenses for as long as the litigation is ongoing. In addition, litigation by its nature is highly uncertain and fraught with risk, and it is therefore difficult to predict the outcome of any particular matter, including any changes to our business that may be required as a result of the litigation. If favorable resolution of the matter is not reached upon remand, any monetary damages are subject to trebling under the antitrust laws and US Airways would be eligible to be reimbursed by us for its reasonable costs and attorneys’ fees. Depending on the amount of any such judgment, if we do not have sufficient cash on hand, we may be required to seek private or public financing. Depending on the outcome of the litigation, any of these consequences could have a material adverse effect on our business, financial condition and results of operations. American Airlines Commercial Litigation On June 29, 2021, American Airlines filed suit against us in state district court in Tarrant County, Texas, alleging that our New Airline Storefront, a modern retailing experience designed to enhance comparison shopping of airline offers in the GDS, and 19 a new value-based incentive model with agencies breach our contract with American Airlines. American Airlines is seeking a temporary and permanent injunction preventing the alleged breach of contract. We strongly deny the allegations and have filed our response denying American Airlines’ allegations and seeking a declaratory judgment that, among other things, New Airline Storefront does not violate the contract and that the contract does not prohibit Sabre’s value-based fee arrangements. We could incur significant fees, costs and expenses for as long as the litigation is ongoing. If we cannot resolve this matter favorably, we could be limited in our ability to utilize New Airline Storefront and make the value-based incentive payments until our contract with American Airlines terminates. Furthermore, if this dispute were to result in the termination of our distribution contract with American Airlines, we may be unable to negotiate a new contract with American Airlines on as favorable terms or at all, which could have a material adverse effect on our business, financial condition and results of operations. European Commission’s Directorate-General for Competition ("EC") Investigation On November 23, 2018, the EC announced that it has opened an investigation of us and another GDS to assess whether our respective agreements with airlines and travel agents may restrict competition in breach of European Union antitrust rules. On July 19, 2021, the EC announced that it has closed this investigation. Department of Justice Investigation On May 19, 2011, we received a civil investigative demand ("CID") from the DOJ investigating alleged anticompetitive acts related to the airline distribution component of our business. We are fully cooperating with the DOJ investigation and are unable to make any prediction regarding its outcome. The DOJ is also investigating other companies that own GDSs and has sent CIDs to other companies in the travel industry. Based on its findings in the investigation, the DOJ may (i) close the file, (ii) seek a consent decree to remedy issues it believes violate the antitrust laws, or (iii) file suit against us for violating the antitrust laws, seeking injunctive relief. If injunctive relief were granted, depending on its scope, it could affect the manner in which our airline distribution business is operated and potentially force changes to the existing airline distribution business model. Any of these consequences would have a material adverse effect on our business, financial condition and results of operations. We have not received any communications from the DOJ regarding this matter for several years; however, we have not been notified that this matter is closed. Indian Income Tax Litigation We are currently a defendant in income tax litigation brought by the Indian Director of Income Tax (“DIT”) in the Supreme Court of India. The dispute arose in 1999 when the DIT asserted that we have a permanent establishment within the meaning of the Income Tax Treaty between the United States and the Republic of India and accordingly issued tax assessments for assessment years ending March 1998 and March 1999, and later issued further tax assessments for assessment years ending March 2000 through March 2006. The DIT has continued to issue further tax assessments on a similar basis for subsequent years; however, the tax assessments for assessment years ending March 2007 and later are no longer material. We appealed the tax assessments for assessment years ending March 1998 through March 2006 and the Indian Commissioner of Income Tax Appeals returned a mixed verdict. We filed further appeals with the Income Tax Appellate Tribunal (“ITAT”). The ITAT ruled in our favor on June 19, 2009 and July 10, 2009, stating that no income would be chargeable to tax for assessment years ending March 1998 and March 1999, and from March 2000 through March 2006. The DIT appealed those decisions to the Delhi High Court, which found in our favor on July 19, 2010. The DIT has appealed the decision to the Supreme Court of India and our case is currently pending before that court. We have appealed the tax assessments for the assessment years ended March 2013 to March 2018 with the ITAT and no trial date has been set for these subsequent years. In addition, Sabre Asia Pacific Pte Ltd ("SAPPL") is currently a defendant in similar income tax litigation brought by the DIT. The dispute arose when the DIT asserted that SAPPL has a permanent establishment within the meaning of the Income Tax Treaty between Singapore and India and accordingly issued tax assessments for assessment years ending March 2000 through March 2005. SAPPL appealed the tax assessments, and the Indian Commissioner of Income Tax (Appeals) returned a mixed verdict. SAPPL filed further appeals with the ITAT. The ITAT ruled in SAPPL’s favor, finding that no income would be chargeable to tax for assessment years ending March 2000 through March 2005. The DIT appealed those decisions to the Bombay High Court and our case is pending before that court. The DIT also assessed taxes on a similar basis plus some additional issues for assessment years ending March 2006 through March 2018 and appeals for assessment years ending March 2006 through 2016 and March 2018 are pending before the ITAT or the High Court depending on the year. If the DIT were to fully prevail on every claim against us, including SAPPL, we could be subject to taxes, interest and penalties of approximately $ 45 million as of June 30, 2021. We intend to continue to aggressively defend against each of the foregoing claims. Although we do not believe that the outcome of the proceedings will result in a material impact on our business or financial condition, litigation is by its nature uncertain. We do not believe this outcome is more likely than not and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. Indian Service Tax Litigation SAPPL's Indian subsidiary is also subject to litigation by the India Director General (Service Tax) ("DGST"), which has assessed the subsidiary for multiple years related to its alleged failure to pay service tax on marketing fees and reimbursements of expenses. Indian courts have returned verdicts favorable to the Indian subsidiary. The DGST has appealed the verdict to the Indian Supreme Court. We do not believe that an adverse outcome is probable and therefore have not made any provisions or recorded any liability for the potential resolution of any of these claims. 20 Litigation Relating to Routine Proceedings We are also engaged from time to time in other routine legal and tax proceedings incidental to our business. We do not believe that any of these routine proceedings will have a material impact on the business or our financial condition. Other SynXis Central Reservation System As previously disclosed, we became aware of an incident involving unauthorized access to payment information contained in a subset of hotel reservations processed through the Sabre Hospitality Solutions SynXis Central Reservation System (the “HS Central Reservation System”). Our investigation was supported by third party experts, including a leading cybersecurity firm. Our investigation determined that an unauthorized party: obtained access to account credentials that permitted access to a subset of hotel reservations processed through the HS Central Reservation System; used the account credentials to view a credit card summary page on the HS Central Reservation System and access payment card information (although we use encryption, this credential had the right to see unencrypted card data); and first obtained access to payment card information and some other reservation information on August 10, 2016. The last access to payment card information was on March 9, 2017. The unauthorized party was able to access information for certain hotel reservations, including cardholder name; payment card number; card expiration date; and, for a subset of reservations, card security code. The unauthorized party was also able, in some cases, to access certain information such as guest name(s), email, phone number, address, and other information if provided to the HS Central Reservation System. Information such as Social Security, passport, or driver’s license number was not accessed. The investigation did not uncover forensic evidence that the unauthorized party removed any information from the system, but it is a possibility. We took successful measures to ensure this unauthorized access to the HS Central Reservation System was stopped and is no longer possible. There is no indication that any of our systems beyond the HS Central Reservation System, such as Sabre’s Travel Solutions platforms, were affected or accessed by the unauthorized party. We notified law enforcement and the payment card brands and engaged a payment card industry data ("PCI") forensic investigator to investigate this incident at the payment card brands' request. We have notified customers and other companies that use or interact with, directly or indirectly, the HS Central Reservation System about the incident. In December 2020, we entered into settlement agreements with certain state Attorneys General to resolve their investigation into this incident. As part of these settlement agreements, we paid $ 2 million to the states represented by the Attorneys General in the first quarter of 2021 and agreed to implement certain security controls and processes. Separately, in November 2017, Sabre Hospitality Solutions observed a pattern of activity that, after further investigation, led it to believe that an unauthorized party improperly obtained access to certain hotel user credentials for purposes of accessing the HS Central Reservation System. We deactivated the compromised accounts and notified law enforcement of this activity. We also notified the payment card brands, and at their request, we engaged a PCI forensic investigator to investigate this incident. We did not find any evidence of a breach of the network security of the HS Central Reservation System, and we believe that the number of affected reservations represented only a fraction of 1 % of the bookings in the HS Central Reservation System. Although the costs related to these incidents, including any associated penalties assessed by any other governmental authority or payment card brand or indemnification obligations to our customers, as well as any other impacts or remediation related to this incident, may be material, it is not possible at this time to determine whether we will incur, or to reasonably estimate the amount of, any liabilities in connection with them, with the exception of the payment related to the settlement agreements as described above. We maintain insurance that covers certain aspects of cyber risks, including the payment related to the settlement agreements, and we continue to work with our insurance carriers in these matters. Other Tax Matters We operate in numerous jurisdictions in which taxing authorities may challenge our position with respect to income and non-income based taxes. We routinely receive inquiries and may also from time to time receive challenges or assessments from these taxing authorities. With respect to non-income-based taxes, we recognize liabilities when we believe it is probable that amounts will be owed to the taxing authorities and such amounts are estimable. For example, in most countries we pay and collect Value Added Tax (“VAT”) when procuring goods and services, or providing services, within the normal course of business. VAT receivables are established in jurisdictions where VAT paid exceeds VAT collected and are recoverable through the filing of refund claims. These receivables have inherent audit and collection risks unique to the specific jurisdictions that evaluate our refund claims. Our most significant VAT receivable is in Greece. As of June 30, 2021, we have approximately $ 9 million in VAT receivables for which refund claims have been filed with the Greek government. Although we have paid these amounts and believe we are entitled to a refund, the Greek tax authorities have challenged our position. In the second quarter of 2020, we received notice that the tax court has accepted our arguments to dismiss certain claims by the Greek tax authorities; however, this ruling has been appealed. In Greece, as in other jurisdictions, we intend to vigorously defend our positions against any claims that are not insignificant, including through litigation when necessary. As of June 30, 2021, we do not believe that an adverse outcome is probable with respect to the claims of the Greek tax authorities or any other jurisdiction; as a result, we have not accrued any material amounts for exposure related to such contingencies or adverse decisions. Nevertheless, we may incur expenses in future periods related to such matters, including litigation costs and possible pre-payment of a portion of any assessed tax amount to defend our position, and if our positions are ultimately rejected, it could have a material impact to our results of operations. 21 14. Segment Information Our reportable segments are based upon our internal organizational structure; the manner in which our operations are managed; the criteria used by our Chief Executive Officer, who is our Chief Operating Decision Maker ("CODM"), to evaluate segment performance; the availability of separate financial information; and overall materiality considerations. We now operate our business and present our results through two business segments effective the third quarter of 2020, (i) Travel Solutions, our global travel solutions for travel suppliers and travel buyers, including a broad portfolio of software technology products and solutions for airlines, and (ii) Hospitality Solutions, an extensive suite of software solutions for hoteliers. All revenue and expenses previously assigned to the Travel Network and Airline Solutions business segments have been consolidated into a unified revenue and expense structure which aligns with information that our CODM utilizes, beginning in the third quarter of 2020, to evaluate segment performance and allocate resources. These changes did not impact the historical Hospitality Solutions reporting segment's revenue and expenses. Our CODM utilizes Adjusted Operating Loss, which is not a recognized term under GAAP, as the measure of profitability to evaluate performance of our segments and allocate resources. Our uses of Adjusted Operating Loss has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. We define Adjusted Operating Loss as operating loss adjusted for equity method income (loss), acquisition-related amortization, restructuring and other costs, acquisition-related costs, litigation costs, net, and stock-based compensation. As a result of the strategic realignment in the third quarter of 2020, we have separated our technology costs from cost of revenue and moved certain expenses previously classified as cost of revenue to selling, general and administrative to provide increased visibility to our technology costs for analytical and decision-making purposes and to align costs with the current leadership and operational organizational structure. Our CODM does not review total assets by segment as operating evaluations and resource allocation decisions are not made on the basis of total assets by segment. Certain of our costs associated with our technology organization are allocated to the segments based on the segments' usage of resources. Benefit expenses, facility and lease costs and associated depreciation expense are allo cated to the segments based on headcount. Unallocated corporate costs include certain shared expenses such as accounting, finance, human resources, legal, corporate systems, amortization of acquired intangible assets, impairment and related charges, stock-based compensation, restructuring charges, legal reserves and other items not identifiable with one of our segments. We account for significant intersegment transactions as if the transactions were with third parties, that is, at estimated current market prices. The majority of the intersegment revenues and cost of revenues are fees charged by Travel Solutions to Hospitality Solutions for hotel stays booked through our GDS . 22 Segment information for the three and six months ended June 30, 2021 and 2020 is as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenue Travel Solutions $ 373,385 $ 56,262 $ 662,260 $ 663,850 Hospitality Solutions 50,751 29,002 92,966 88,239 Eliminations ( 4,468 ) ( 2,220 ) ( 8,074 ) ( 10,068 ) Total revenue $ 419,668 $ 83,044 $ 747,152 $ 742,021 Adjusted Operating Loss (a) Travel Solutions $ ( 67,182 ) $ ( 251,640 ) $ ( 173,315 ) $ ( 262,247 ) Hospitality Solutions ( 8,521 ) ( 19,409 ) ( 22,108 ) ( 35,866 ) Corporate ( 46,049 ) ( 35,760 ) ( 92,831 ) ( 81,566 ) Total $ ( 121,752 ) $ ( 306,809 ) $ ( 288,254 ) $ ( 379,679 ) Depreciation and amortization Travel Solutions $ 44,564 $ 64,526 $ 93,334 $ 130,741 Hospitality Solutions 6,490 11,358 14,417 22,960 Total segments 51,054 75,884 107,751 153,701 Corporate 16,376 18,070 32,902 36,114 Total $ 67,430 $ 93,954 $ 140,653 $ 189,815 Capital Expenditures Travel Solutions $ 6,844 $ 4,667 $ 11,043 $ 13,388 Hospitality Solutions 231 916 421 2,317 Total segments 7,075 5,583 11,464 15,705 Corporate 3,730 5,313 5,776 23,628 Total $ 10,805 $ 10,896 $ 17,240 $ 39,333 ______________________________ (a) The following table sets forth the reconciliation of operating loss in our statement of operations to Adjusted Operating Loss (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Operating loss $ ( 180,370 ) $ ( 384,070 ) $ ( 382,923 ) $ ( 535,481 ) Add back: Equity method income (loss) 630 ( 499 ) ( 281 ) ( 1,185 ) Acquisition-related amortization (1) 16,136 16,509 32,357 33,310 Restructuring and other costs (2) ( 856 ) 48,001 ( 5,991 ) 73,282 Acquisition-related costs (3) 1,709 4,373 2,429 22,200 Litigation costs, net (4) 11,521 115 12,251 1,856 Stock-based compensation 29,478 8,762 53,904 26,339 Adjusted Operating Loss $ ( 121,752 ) $ ( 306,809 ) $ ( 288,254 ) $ ( 379,679 ) (1) 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. (2) Restructuring and other costs represent charges, and adjustments to those charges, associated with business restructuring and associated changes, as well as other measures to support the new organizational structure and to respond to the impacts of the COVID-19 pandemic on our business, facilities and cost structure. See Note 3. Restructuring Activities for further details. (3) Acquisition-related costs represent fees and expenses incurred associated with the now-terminated agreement to acquire Farelogix. (4) Litigation costs, net represent charges associated with antitrust and other foreign non-income tax contingency matters. See Note 13. Contingencies. 23 15. Subsequent Events On July 12, 2021, we entered into agreements to refinance the Other Term Loan B facility and the Revolver, and terminated the revolving commitments thereunder. We incurred no additional indebtedness as a result of the refinancing above the refinanced amount, other than amounts covering certain interest, fees and expenses. Among other things, the refinancing amended the financial performance covenant to remove the minimum liquidity requirement of $ 300 million, the Total Net Leverage Ratio maintenance requirement, and certain other limitations. The refinancing included the application of the proceeds of (i) a new $ 404 million term loan “B-1” facility (the “New Term B-1 Facility”) and (ii) a new $ 644 million term loan “B-2” facility (the "New Term B-2 Facility" and together with the New Term B-1 Facility, the “New Facilities”), borrowed by Sabre GLBL under our Amended and Restated Credit Agreement, to pay down in full approximately $ 634 million of Other Term B Loans incurred December 17, 2020 under the Amended and Restated Credit Agreement and $ 400 million of the Revolver, the outstanding revolver balance under the Amended and Restated Credit Agreement as of July 12, 2021, and to terminate the revolving commitments thereunder. The New Facilities mature on December 17, 2027, and we have the ability to prepay the New Facilities after December 17, 2021 without a premium or to prepay at a 101 premium before that date. In addition, on July 2, 2021, in anticipation of the Revolver repayment and termination of the revolving commitments (and related letter of credit subfacility), Sabre GLBL entered into a new $ 20 million letter of credit facility which is secured by a cash collateral deposit account. We are currently in process of estimating the impact of the refinancing transaction on our results of operations. 24