5 unchanged sentences
The COVID-19 pandemic has had and is expected to continue to have a significant adverse impact on our business, including our financial results and prospects, and the travel suppliers on whom our business relies.
−Removed: The spread of COVID-19 and the recent developments surrounding the global pandemic are having significantly negative impacts on all aspects of our business.
+Added: The spread of COVID-19 and the developments surrounding the global pandemic have had and are continuing to have significantly negative impacts on all aspects of our business.
In response to the pandemic, many governments around the world have implemented a variety of measures to reduce the spread of COVID-19, including travel restrictions and bans, instructions to residents to practice social distancing, quarantine advisories, shelter-in-place orders and required closures of non-essential businesses.
5 unchanged sentences
Our financial results and prospects are largely dependent on these transaction volumes.
−Removed: Although it is impossible to accurately predict the ultimate impact of these developments on our business, our financial results for the year ended December 31, 2020 and the first half of 2021 have been significantly and negatively impacted, with a material decline in total revenues, net income, cash flow from operations and Adjusted EBITDA as compared to 2019.
+Added: Although it is impossible to accurately predict the ultimate impact of these developments on our business, our financial results for the year ended December 31, 2020 and the first nine months of 2021 have been significantly and negatively impacted, with a material decline in total revenues, net income, cash flow from operations and Adjusted EBITDA as compared to 2019.
This downward trend could continue for an unpredictable period.
5 unchanged sentences
and increases in cash outlays to refund travel service providers for cancelled bookings.
−Removed: We did not record any material impairments in 2020 or in the first half of 2021;
+Added: We did not record any material impairments in 2020 or in the first nine months of 2021;
however, future changes in our expected cash flows or other factors as a result of the COVID-19 pandemic may cause our goodwill or other assets to be impaired, resulting in a non-cash charge.
87 unchanged sentences
In addition, our competitors are constantly evolving, including increasing their product and service offerings through organic research and development or through strategic acquisitions.
−Removed: As a result, we must continue to invest significant resources in research and development in order to continually improve the speed, accuracy and comprehensiveness of our services and we may be required to make changes to our technology platforms or increase our investment in technology, increase marketing, adjust prices or business models and take other actions, which could affect our financial performance and liquidity.
+Added: As a result, we must continue to invest significant resources in research and development in order to continually improve the speed, accuracy and comprehensiveness of our services and we have made and may in the future be required to make changes to our technology platforms or increase our investment in technology, increase marketing, adjust prices or business models and take other actions, which could affect our financial performance and liquidity.
We depend upon the use of sophisticated information technology and systems.
Our competitiveness and future results depend on our ability to maintain and make timely and cost-effective enhancements, upgrades and additions to our products, services, technologies and systems in response to new technological developments, industry standards and trends and customer requirements.
−Removed: As another example, migration of our enterprise applications and platforms to other hosting environments would cause us to incur substantial costs, and could result in instability and business interruptions, which could materially harm our business.
+Added: As another example, migration of our enterprise applications and platforms to other hosting environments has caused us and will continue to cause us to incur substantial costs, and has resulted in and could in the future result in instability and business interruptions, which could materially harm our business.
Implementation of software solutions often involves a significant commitment of resources, and any failure to deliver as promised on a significant implementation could adversely affect our business.
10 unchanged sentences
Our Travel Solutions business depends on relationships with travel buyers.
−Removed: Our Travel Solutions business relies on relationships with several large travel buyers, including travel management companies ("TMCs") and online travel agencies ("OTAs"), to generate a large portion of its revenue through bookings made by these travel companies.
+Added: Our Travel Solutions business relies on relationships with several large travel buyers, including travel management companies ("TMCs") and OTAs, to generate a large portion of its revenue through bookings made by these travel companies.
This revenue concentration in a relatively small number of travel buyers makes us particularly dependent on factors affecting those companies.
42 unchanged sentences
states, have increased their focus on protecting personal data by law and regulation, and have increased enforcement actions for violations of privacy and data protection requirements.
−Removed: The General Data Protection Regulation ("GDPR"), a data protection law adopted by the European Commission, went into effect on May 25, 2018, and various U.S.
+Added: The General Data Protection Regulation ("GDPR"), a data protection law adopted by the European Commission, went into effect on May 25, 2018, and various other country-specific and U.S.
state data protection laws have gone into effect or are scheduled to go into effect.
5 unchanged sentences
Our business could be materially adversely affected by our inability, or the inability of our vendors who receive personal data from us, to comply with legal obligations regarding the use of personal data, new data handling or localization requirements that conflict with or negatively impact our business practices.
−Removed: In addition, our agreements with customers may also require that we indemnify the customer for liability
−Removed: arising from data breaches under the terms of our agreements with these customers.
+Added: In addition, our agreements with customers may also require that we indemnify the
+Added: customer for liability arising from data breaches under the terms of our agreements with these customers.
These indemnification obligations could be significant and may exceed the limits of any applicable insurance policy we maintain.
7 unchanged sentences
Other parties might likewise seek to benefit from any unfavorable outcome by threatening to bring or actually bringing their own claims against us on the same or similar grounds or utilizing the litigation to seek more favorable contract terms.
−Removed: For example, 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 a new value-based incentive model with agencies breach our contract with American Airlines.
+Added: Additionally and by way of example, 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 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.
+Added: In October 2021, the court heard arguments to determine whether to grant a temporary injunction preventing the alleged breach of contract, and on October 27, 2021, the court issued a ruling denying the temporary injunction.
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.
−Removed: In addition, the U.K.
−Removed: Competition and Markets Authority ("CMA") blocked our proposed acquisition of Farelogix, and the U.K.
−Removed: Competition Appeal Tribunal has confirmed the CMA’s decision.
−Removed: We are also subject to a U.S.
+Added: In addition, we are subject to a U.S.
Department of Justice ("DOJ") antitrust investigation from 2011 relating to the pricing and conduct of the airline distribution industry.
20 unchanged sentences
We have GDS contracts with carriers that fly to Cuba, Iran, Crimea region, North Korea and Syria but are based outside of those countries and are not owned by those governments or nationals of those governments.
−Removed: With respect to Iran, Sudan, North Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.
+Added: With respect to Iran, Sudan, North
+Added: Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.
With respect to Cuba, we have advised OFAC that customers outside the United States we display on the Sabre GDS flight information for, and support booking and ticketing of, services of non-Cuban airlines that offer service to Cuba.
19 unchanged sentences
Court of Appeals for the Third Circuit granted the DOJ's motion to vacate the judgment as moot, following the termination of the acquisition agreement as described below.
−Removed: In addition, the CMA has blocked our acquisition of Farelogix.
−Removed: We have appealed the CMA's decision to the U.K.
−Removed: Competition Appeal Tribunal.
+Added: In addition, the U.K.
+Added: Competition and Markets Authority ("CMA") blocked our proposed acquisition of Farelogix, and the U.K.
+Added: Competition Appeal Tribunal has confirmed the CMA’s decision.
Sabre and Farelogix agreed to terminate the acquisition agreement on May 1, 2020 and we paid Farelogix aggregate termination fees of $21 million in the second quarter of 2020 pursuant to the acquisition agreement.
8 unchanged sentences
We have also divested, and may in the future divest, businesses or business operations.
−Removed: Any divestitures may involve a number of risks, including the diversion of management’s attention, significant costs and expenses, the loss of customer relationships and cash flow, and the disruption of the affected business or business operations.
+Added: Any divestitures may involve a number of risks, including the diversion of management’s attention, significant costs and expenses, failure to obtain necessary regulatory approvals, implementation of transition services related to such divestiture, the loss of customer relationships and cash flow, and the disruption of the affected business or business operations.
Failure to timely complete or to consummate a divestiture may negatively affect the valuation of the affected business or business operations or result in restructuring charges.
38 unchanged sentences
To address these threats and intrusions, we have a team of experienced security experts and support from firms that specialize in data security and cybersecurity.
−Removed: We are periodically subject to these threats and intrusions, and sensitive information has in the past been, and could at any time, including in the
−Removed: future, be compromised as a result.
+Added: We are periodically subject to these threats and intrusions, and sensitive information has in the past been, and could at any time, including in the future, be compromised as a result.
The costs of investigation of such incidents, as well as remediation related to these incidents, may be material.
31 unchanged sentences
Third parties may assert, including by means of counterclaims against us as a result of the assertion of our intellectual property rights, that our products, services or technology, or the operation of our business, violate their intellectual property rights.
−Removed: We are currently subject to such assertions, including patent infringement claims, and may be subject to such assertions in the future.
+Added: We are currently subject to such assertions, including patent infringement claims, and may be subject to such assertions
+Added: in the future.
These assertions may also be made against our customers who may seek indemnification from us.
In the ordinary course of business, we enter into agreements that contain indemnity obligations whereby we are required to indemnify our customers against these assertions arising from our customers’ usage of our products, services or technology.
−Removed: As the competition in our industry increases and the functionality of technology offerings further overlaps, these claims and
−Removed: counterclaims could become more common.
+Added: As the competition in our industry increases and the functionality of technology offerings further overlaps, these claims and counterclaims could become more common.
We cannot be certain that we do not or will not infringe third parties’ intellectual property rights.
31 unchanged sentences
These licensors may breach or otherwise fail to perform their obligations or claim that we have breached or otherwise attempt to terminate their license agreements with us.
−Removed: We also rely on license agreements to allow third parties to use our intellectual property rights, including our software, but there is no guarantee that our licensees will abide by the terms of our license agreements or that the terms of our agreements will always be enforceable.
+Added: We also rely on license agreements to allow third parties to use our intellectual property rights, including our software, but there is no guarantee that our licensees will abide by the terms of our license agreements or that the terms of our agreements will always be
In addition, policing unauthorized use of and enforcing intellectual property can be difficult and expensive.
1 unchanged sentence
Besides general litigation risks, changes in, or interpretations of, intellectual property laws may compromise our ability to enforce our rights.
−Removed: We may not be aware of infringement or misappropriation or
−Removed: elect not to seek to prevent it.
+Added: We may not be aware of infringement or misappropriation or elect not to seek to prevent it.
Our decisions may be based on a variety of factors, such as costs and benefits of taking action, and contextual business, legal, and other issues.
25 unchanged sentences
and in EMEA, which may negatively impact our business results in those regions.
−Removed: In addition, the terms of the U.K.’s withdrawal from the E.U., could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions, including our ability to obtain Value Added Tax ("VAT") refunds on transactions between the U.K.
+Added: In addition, the terms of the U.K.’s withdrawal from the E.U.
+Added: could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions, including our ability to obtain Value Added Tax ("VAT") refunds on transactions between the U.K.
and the E.U., and may cause us to lose customers, suppliers, and employees.
23 unchanged sentences
We have a significant amount of indebtedness.
−Removed: As of June 30, 2021, we had $4.7 billion of indebtedness outstanding.
+Added: As of September 30, 2021, we had $4.8 billion of indebtedness outstanding.
Our substantial level of indebtedness increases the possibility that we may not generate enough cash flow from operations to pay, when due, the principal of, interest on or other amounts due in respect of, these obligations.
25 unchanged sentences
These covenants may limit our ability to effectively operate our businesses or maximize stockholder value.
−Removed: In addition, our Amended and Restated Credit Agreement requires that we meet certain financial tests, including the maintenance of a leverage ratio and a minimum net worth, as well as maintain certain minimum liquidity levels during any covenant suspension resulting from a "Material Travel Event Disruption." See Liquidity and Capital Resources.
−Removed: Our ability to satisfy these tests may be affected by factors and events beyond our control, and we may be unable to meet such tests in the future.
Any failure to comply with the restrictions of our Amended and Restated Credit Agreement or any agreement governing our other indebtedness may result in an event of default under those agreements.
18 unchanged sentences
Depending on the size of the exposures and the relative movements of interest rates, if we choose not to hedge or fail to effectively hedge our exposure, we could experience a material adverse effect on our results of operations and financial condition.
−Removed: As of June 30, 2021, we had outstanding approximately $2.8 billion of variable debt that is indexed to the London Interbank Offered Rate ("LIBOR").
+Added: As of September 30, 2021, we had outstanding approximately $2.8 billion of variable debt that is indexed to the London Interbank Offered Rate ("LIBOR").
It is not possible to predict the effect of any changes in the methods by which LIBOR is determined or regulatory activity related to LIBOR’s phaseout.
7 unchanged sentences
The market price of our common stock could decline due to the large number of outstanding shares of our common stock eligible for future sale.
−Removed: Sales of substantial amounts of our common stock in the public market in future offerings, or the perception that these sales could occur, could cause the market price of our common stock to decline.
+Added: Sales of substantial amounts of our common stock in the public market in future offerings, including pursuant to the ATM Program we established on August 19, 2021, or the perception that these sales could occur, could cause the market price of our common stock to decline.
These sales could also make it more difficult for us to sell equity or equity-related securities in the future, at a time and price that we deem appropriate.
6 unchanged sentences
We may recognize impairments on long-lived assets, including goodwill and other intangible assets, or recognize impairments on our equity method investments.
−Removed: Our consolidated balance sheet at June 30, 2021 contained goodwill and intangible assets, net totaling $3.1 billion.
+Added: Our consolidated balance sheet at September 30, 2021 contained goodwill and intangible assets, net totaling $3.1 billion.
Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase in these types of assets.
−Removed: We do not amortize goodwill and intangible assets that are determined to have indefinite useful lives, but we amortize definite-lived intangible assets on a straight-line basis over their useful economic lives, which range from four to thirty years,
−Removed: depending on classification.
+Added: We do not amortize goodwill and intangible assets that are determined to have indefinite useful lives, but we amortize definite-lived intangible assets on a straight-line basis over their useful economic lives, which range from four to thirty years, depending on classification.
We evaluate goodwill for impairment on an annual basis or earlier if impairment indicators exist and we evaluate definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of definite-lived intangible assets used in combination to generate cash flows largely independent of other assets may not be recoverable.
28 unchanged sentences
Such changes could result in an increase or decrease in the effective tax rate applicable to all or a portion of our income or losses which would impact our profitability.
−Removed: We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of June 30, 2021 and, accordingly, have not provided deferred taxes on any outside basis differences.
+Added: We consider the undistributed capital investments in our foreign subsidiaries to be indefinitely reinvested as of September 30, 2021 and, accordingly, have not provided deferred taxes on any outside basis differences.
We establish reserves for our potential liability for U.S.
3 unchanged sentences
These reserves represent our best estimate of our contingent liability for taxes.
−Removed: interpretation of tax laws and the determination of any potential liability under those laws are complex, and the amount of our liability may exceed our established reserves.
+Added: The interpretation of tax laws and the determination of any potential liability under those laws are complex, and the amount of our liability may exceed our established reserves.
New tax laws, statutes, rules, regulations or ordinances could be enacted at any time and existing tax laws, statutes, rules, regulations and ordinances could be interpreted, changed, modified or applied adversely to us.
28 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.