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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 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.
+Added: Although it is impossible to accurately predict the ultimate impact of these developments on our business, our financial results for the years ended December 31, 2020 and 2021 and for the first three months of 2022 (excluding the gain impacts from disposition activity) 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.
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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 nine months of 2021;
+Added: We did not record any material impairments in 2021 or in the first three months of 2022;
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.
4 unchanged sentences
Any material increase in our provisions for bad debt, and any material increase in cash outlays to travel suppliers would have a corresponding effect on our results of operations, liquidity and related cash flows.
+Added: The ongoing impact of the COVID-19 outbreak on our business and the impact on our results of operations is highly uncertain.
The extent of the effects of the COVID-19 outbreak on our business, results of operations, cash flows and growth prospects is highly uncertain and will ultimately depend on future developments.
These include, but are not limited to, the severity, extent and duration of the global pandemic and its impact on the travel industry and consumer spending more broadly;
−Removed: actions taken by national, state and local governments to contain the disease or treat its impact, including travel restrictions and bans, required closures of non-essential businesses, vaccination levels and aid and economic stimulus efforts;
+Added: actions taken by national, state and local governments to contain the disease or treat its impact, including travel restrictions and
+Added: bans, required closures of non-essential businesses, vaccination levels and aid and economic stimulus efforts;
the effect of the changes in hiring levels and remote working arrangements that we have implemented on our operations, including the health, productivity, retention, and morale of management and our employees, and our ability to maintain our financial reporting processes and related controls;
−Removed: the impact on the financial condition on our partners, and any potential restructurings or
−Removed: bankruptcies of our partners;
+Added: the impact on the financial condition on our partners, and any potential restructurings or bankruptcies of our partners;
the impact on our contracts with our partners, including force majeure provisions and requests to renegotiate the terms of existing agreements prior to their expiration, including providing temporary concessions regarding contractual minimums;
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Risks Related to Our Business and Industry
+Added: Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth.
+Added: Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers.
+Added: For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply.
+Added: There is high demand and competition for well-qualified employees on a global basis, such as software engineers, developers and other technology professionals with specialized knowledge in software development, especially expertise in certain programming languages.
+Added: This competition affects both our ability to retain key employees and to hire new ones.
+Added: Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees.
+Added: Furthermore, the ongoing effects of COVID-19 on our business have adversely affected and may continue to affect our ability to retain key employees and hire new employees.
+Added: See “—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.” Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to hire and train replacement employees when such skilled individuals leave the company.
+Added: Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth.
+Added: For example, we have announced modifications to our business strategies and increased long-term investment in key areas, such as technology infrastructure, that may continue to have a negative impact in the short term due to expected increases in operating expenses and capital expenditures.
+Added: If we fail to attract well-qualified employees or to retain or motivate existing employees, our business could be materially hindered by, for example, a delay in our ability to deliver products and services under contract, bring new products and services to market or respond swiftly to customer demands or new offerings from competitors.
+Added: We operate in highly competitive, evolving markets, and if we do not continue to innovate and evolve, our business operations and competitiveness may be harmed.
+Added: Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and increasing value.
+Added: We must continue to innovate and evolve to respond to the changing needs of travel suppliers and meet intense competition.
+Added: We face increasing competition as suppliers seek IT solutions that provide the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other channels.
+Added: As travel suppliers adopt innovative solutions that function across channels, our operating results could suffer if we do not foresee the need for new products or services to meet competition either for GDS or for other distribution IT solutions.
+Added: Adapting to new technological and marketplace developments may require substantial expenditures and lead time and we cannot guarantee that projected future increases in business volume will actually materialize.
+Added: We may experience difficulties that could delay or prevent the successful development, marketing and implementation of enhancements, upgrades and additions.
+Added: Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner.
+Added: For example, we must constantly update our GDS with new capabilities to adapt to the changing technological environment and customer needs.
+Added: However, this process can be costly and time-consuming, and our efforts may not be successful as compared to our competitors.
+Added: Those that we do develop may not achieve acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our competitors’ offerings.
+Added: In addition, our competitors are constantly evolving, including increasing their product and service offerings through organic research and development or through strategic acquisitions.
+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 has affected and in the future could affect our financial performance and liquidity.
+Added: We depend upon the use of sophisticated information technology and systems.
+Added: 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.
+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.
+Added: Our Travel Solutions business is exposed to pricing pressure from travel suppliers.
+Added: Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution.
+Added: For example, consolidation in the airline industry, the growth of LCC/hybrids and macroeconomic factors, among other things, have driven some airlines to negotiate for lower fees during contract renegotiations, thereby exerting increased pricing pressure on our Travel Solutions business, which, in turn, negatively affects our revenues and margins.
+Added: In addition, travel suppliers’ use of multiple distribution channels may also adversely affect our contract renegotiations with these suppliers and negatively impact our revenue.
+Added: For example, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire.
+Added: As a result of these sources of negotiating pressure, we may have to decrease our prices to retain their business.
+Added: If we are unable to renew our contracts with these travel suppliers on similar economic terms or at all, or if our ability to provide this content is similarly impeded, this would also adversely affect the value of our Travel Solutions business as a marketplace due to our more limited content.
Our revenue is highly dependent on transaction volumes in the global travel industry, particularly air travel transaction volumes.
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See “—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: Our Travel Solutions business is exposed to pricing pressure from travel suppliers.
−Removed: Travel suppliers continue to look for ways to decrease their costs and to increase their control over distribution.
−Removed: For example, consolidation in the airline industry, the growth of LCC/hybrids and macroeconomic factors, among other things, have driven some airlines to negotiate for lower fees during contract renegotiations, thereby exerting increased pricing pressure on our Travel Solutions business, which, in turn, negatively affects our revenues and margins.
−Removed: In addition, travel suppliers’ use of multiple distribution channels may also adversely affect our contract renegotiations with these suppliers and negatively impact our revenue.
−Removed: For example, as we attempt to renegotiate new GDS agreements with our travel suppliers, they may withhold some or all of their content (fares and associated economic terms) for distribution exclusively through their direct distribution channels (for example, the relevant airline’s website) or offer travelers more attractive terms for content available through those direct channels after their contracts expire.
−Removed: As a result of these sources of negotiating pressure, we may have to decrease our prices to
−Removed: retain their business.
−Removed: If we are unable to renew our contracts with these travel suppliers on similar economic terms or at all, or if our ability to provide this content is similarly impeded, this would also adversely affect the value of our Travel Solutions business as a marketplace due to our more limited content.
−Removed: Our ability to recruit, train and retain employees, including our key executive officers and technical employees, is critical to our results of operations and future growth.
−Removed: Our continued ability to compete effectively depends on our ability to recruit new employees and retain and motivate existing employees, particularly professionals with experience in our industry, information technology and systems, as well as our key executive officers.
−Removed: For example, the specialized skills we require can be difficult and time-consuming to acquire and are often in short supply.
−Removed: There is high demand and competition for well-qualified employees on a global basis, such as software engineers, developers and other technology professionals with specialized knowledge in software development, especially expertise in certain programming languages.
−Removed: This competition affects both our ability to retain key employees and to hire new ones.
−Removed: Similarly, uncertainty in the global political environment may adversely affect our ability to hire and retain key employees.
−Removed: Furthermore, the ongoing effects of COVID-19 on our business could adversely affect our ability to retain key employees and hire new employees.
−Removed: See “—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.” Any of our employees may choose to terminate their employment with us at any time, and a lengthy period of time is required to hire and train replacement employees when such skilled individuals leave the company.
−Removed: Furthermore, changes in our employee population, including our executive team, could impact our results of operations and growth.
−Removed: For example, we have announced modifications to our business strategies and increased long-term investment in key areas, such as technology infrastructure, that may continue to have a negative impact in the short term due to expected increases in operating expenses and capital expenditures.
−Removed: If we fail to attract well-qualified employees or to retain or motivate existing employees, our business could be materially hindered by, for example, a delay in our ability to deliver products and services under contract, bring new products and services to market or respond swiftly to customer demands or new offerings from competitors.
Our travel supplier customers may experience financial instability or consolidation, pursue cost reductions, change their distribution model or undergo other changes.
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See "—Our Travel Solutions business is exposed to pricing pressure from travel suppliers."
−Removed: We operate in highly competitive, evolving markets, and if we do not continue to innovate and evolve, our business operations and competitiveness may be harmed.
−Removed: Travel technology is rapidly evolving as travel suppliers seek new or improved means of accessing their customers and increasing value.
−Removed: We must continue to innovate and evolve to respond to the changing needs of travel suppliers and meet intense competition.
−Removed: We face increasing competition as suppliers seek IT solutions that provide the same traveler experience across all channels of distribution, whether indirectly through the GDS or directly through other channels.
−Removed: As travel suppliers adopt innovative solutions that function across channels, our operating results could suffer if we do not foresee the need for new products or services to meet competition either for GDS or for other distribution IT solutions.
−Removed: Adapting to new technological and marketplace developments may require substantial expenditures and lead time and we cannot guarantee that projected future increases in business volume will actually materialize.
−Removed: We may experience difficulties that could delay or prevent the successful development, marketing and implementation of enhancements, upgrades and additions.
−Removed: Moreover, we may fail to maintain, upgrade or introduce new products, services, technologies and systems as quickly as our competitors or in a cost-effective manner.
−Removed: For example, we must constantly update our GDS with new capabilities to adapt to the changing technological environment and customer needs.
−Removed: However, this process can be costly and time-consuming, and our efforts may not be successful as compared to our competitors.
−Removed: Those that we do develop may not achieve acceptance in the marketplace sufficient to generate material revenue or may be rendered obsolete or non-competitive by our competitors’ offerings.
−Removed: 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 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.
−Removed: We depend upon the use of sophisticated information technology and systems.
−Removed: 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 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.
+Added: Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy, or security incidents.
+Added: We collect, process, store, use and transmit a large volume of personal data on a daily basis, including, for example, to process travel transactions for our customers and to deliver other travel-related products and services.
+Added: Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another.
+Added: In recent years, for example, U.S.
+Added: legislators and regulatory agencies, such as the Federal Trade Commission, as well as U.S.
+Added: 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.
+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.
+Added: state data protection laws have gone into effect or are scheduled to go into effect.
+Added: These and other data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information that is collected, processed and transmitted in or from the relevant jurisdiction.
+Added: Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows.
+Added: Additionally, media coverage of data incidents has escalated, in part because of the increased number of enforcement actions, investigations and lawsuits.
+Added: As this focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security of travel data.
+Added: Furthermore, various countries, including Russia, have implemented legislation requiring the storage of travel or other personal data locally.
+Added: 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.
+Added: In addition, our agreements with customers may also require that we indemnify the customer for liability arising from data incidents under the terms of our agreements with these customers.
+Added: These indemnification obligations could be significant and may exceed the limits of any applicable insurance policy we maintain.
+Added: See “—Security incidents expose us to liability and could damage our reputation and 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.
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We may not be able to reduce or eliminate protracted installation or significant additional costs.
−Removed: Significant delays or unsuccessful customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers, harm our reputation and negatively impact our operating results.
+Added: Significant delays or unsuccessful
+Added: customer implementation projects could result in cancellation or renegotiation of existing agreements, claims from customers, harm our reputation and negatively impact our operating results.
Our Travel Solutions business depends on relationships with travel buyers.
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Although our contracts with larger travel agencies often increase the incentive consideration when the travel agency processes a certain volume or percentage of its bookings through our GDS, travel buyers are not contractually required to book exclusively through our GDS during the contract term.
−Removed: Travel buyers may shift bookings to other distribution channels for many reasons, including to avoid becoming overly dependent on a single source of travel content or to increase their bargaining power with GDS providers.
+Added: Travel buyers also shift bookings to other distribution channels for many reasons, including to avoid becoming overly dependent on a single source of travel content or to increase their bargaining power with GDS providers.
Additionally, some regulations allow travel buyers to terminate their contracts earlier.
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Our contracts with smaller airlines generally last for one year and are also subject to automatic renewal at the end of the term, unless terminated by either party with the required advance notice.
−Removed: Airlines are not typically contractually obligated to distribute exclusively through our GDS during the contract term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial
+Added: Airlines are not typically contractually obligated to distribute exclusively through our GDS during the contract term and may terminate their agreements with us upon providing the required advance notice after the expiration of the initial term.
We cannot guarantee that we will be able to renew our airline contracts in the future on favorable economic terms or at all.
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The cost of compliance with PCI DSS is significant and may increase as the requirements change.
−Removed: We are tested periodically for assurance and successfully completed our last annual assessment in December 2020.
+Added: tested periodically for assurance and successfully completed our last annual assessment in November 2021.
Compliance does not guarantee a completely secure environment and notwithstanding the results of this assessment there can be no assurance that payment card brands will not request further compliance assessments or set forth additional requirements to maintain access to credit card processing services.
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In the event that we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of the PCI DSS), we could be exposed to increased operating costs, fines and penalties and, in extreme circumstances, may have our credit card processing privileges revoked, which would have a material adverse effect on our business.
−Removed: Our collection, processing, storage, use and transmission of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements, differing views on data privacy or security incidents.
−Removed: We collect, process, store, use and transmit a large volume of personal data on a daily basis, including, for example, to process travel transactions for our customers and to deliver other travel-related products and services.
−Removed: Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another.
−Removed: In recent years, for example, U.S.
−Removed: legislators and regulatory agencies, such as the Federal Trade Commission, as well as U.S.
−Removed: 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 other country-specific and U.S.
−Removed: state data protection laws have gone into effect or are scheduled to go into effect.
−Removed: These and other data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information that is collected, processed and transmitted in or from the relevant jurisdiction.
−Removed: Implementation of and compliance with these laws and regulations may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position or cash flows.
−Removed: Additionally, media coverage of data breaches has escalated, in part because of the increased number of enforcement actions, investigations and lawsuits.
−Removed: As this focus and attention on privacy and data protection increases, we also risk exposure to potential liabilities and costs or face reputational risks resulting from the compliance with, or any failure to comply with applicable legal requirements, conflicts among these legal requirements or differences in approaches to privacy and security of travel data.
−Removed: Furthermore, various countries, including Russia, have implemented legislation requiring the storage of travel or other personal data locally.
−Removed: 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
−Removed: customer for liability arising from data breaches under the terms of our agreements with these customers.
−Removed: These indemnification obligations could be significant and may exceed the limits of any applicable insurance policy we maintain.
−Removed: See “—Security incidents expose us to liability and could damage our reputation and our business.
We are involved in various legal proceedings which may cause us to incur significant fees, costs and expenses and may result in unfavorable outcomes.
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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.
−Removed: American Airlines is seeking a temporary and permanent injunction preventing the alleged breach of contract.
+Added: American Airlines sought a temporary and is seeking a 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.
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.
+Added: The court also denied American Airlines’ subsequent motion seeking reconsideration of the court’s denial of 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, we are subject to a U.S.
−Removed: Department of Justice ("DOJ") antitrust investigation from 2011 relating to the pricing and conduct of the airline distribution industry.
−Removed: We, like other companies in the travel industry, received a civil investigation demand ("CID") from the DOJ and we are fully cooperating.
−Removed: 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.
Depending on the outcome of any of these matters, and the scope of the outcome, the manner in which our airline distribution business is operated could be affected and could potentially force changes to the existing airline distribution business model.
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Our failure to comply with any of these requirements, interpretations, legislation or regulations could have a material adverse effect on our operations.
−Removed: Further, the United States has imposed economic sanctions, and could impose further sanctions in the future, that affect transactions with designated countries, including but not limited to, Cuba, Iran, Crimea region, North Korea and Syria, and nationals and others of those countries, and certain specifically targeted individuals and entities engaged in conduct detrimental to U.S.
+Added: Further, the United States has imposed economic sanctions, and could impose further sanctions in the future, that affect transactions with designated countries, including but not limited to, Cuba, Iran, the Crimea, Donetsk and Luhansk regions of Ukraine, North Korea and Syria, and nationals and others of those countries, and certain specifically targeted individuals and entities engaged in conduct detrimental to U.S.
national security interests.
2 unchanged sentences
Failure to comply with these regulations could subject us to legal and reputational consequences, including civil and criminal penalties.
−Removed: 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
−Removed: Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.
+Added: We have GDS contracts with carriers that fly to Cuba, Iran, the Crimea, Donetsk and Luhansk regions of Ukraine, North Korea and Syria but are based outside of those countries and are not owned by those governments or nationals of those governments.
+Added: With respect to Iran, Sudan, North Korea and Syria we believe that our activities are designed to comply with certain information and travel-related exemptions.
With respect to 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.
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Any changes to these laws or regulations or any new laws or regulations may make it more difficult for us to operate our business.
+Added: In addition, in connection with the current military conflict in Ukraine, the United States, the United Kingdom, the European Union and other governments have developed coordinated sanctions and export-control measure packages impacting Russia and certain regions of Ukraine and Belarus and may implement additional sanctions and export controls in the future.
+Added: The conflict and these sanctions and export controls could prevent or discourage us from performing existing contracts with or receiving payments from customers in those countries.
+Added: In addition, the conflict or these sanctions and export controls could prevent or discourage third parties on whom we may rely from continuing to perform in those countries.
+Added: Any of these sanctions, export controls and related items, as well actions taken by us or others in response to them or otherwise in connection with the military conflict, could adversely our business, results of operations and financial condition.
We are exposed to risks associated with acquiring or divesting businesses or business operations.
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See "—We have a significant amount of indebtedness, which could adversely affect our cash flow and our ability to operate our business and to fulfill our obligations under our indebtedness."
−Removed: 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, 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.
+Added: We have also divested, and may in the future divest, businesses or business operations, including the sale of our AirCentre portfolio on February 28, 2022 .
+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 divestitures, 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.
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Risks Related to Technology and Intellectual Property
+Added: We rely on the availability and performance of information technology services provided by third parties, including DXC and other network, cloud and SaaS providers.
+Added: Our businesses are dependent on IT infrastructure and applications operated for us by DXC and other network, cloud and SaaS providers.
+Added: The commercial services we offer to our customers generally run on infrastructure provided by third parties such as DXC and cloud providers, and DXC provides significant operational support for our mainframe platforms.
+Added: We also use multiple third-party SaaS platforms to operate our services, run our business, and support our customers, including IT service management (ITSM), enterprise resource planning (ERP), customer relationship management (CRM) and human resource information systems (HRIS).
+Added: Our success is dependent on our ability to maintain effective relationships with these third-party technology and service providers.
+Added: Some of our agreements with third-party technology and service providers are terminable for cause on short notice and often provide limited recourse for service interruptions.
+Added: For example, our agreement with DXC provides us with limited indemnification rights.
+Added: We could face significant additional cost or business disruption if:
+Added: • Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems.
+Added: For example, in 2013, we experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers.
+Added: This outage, which affected our Travel Solutions business, lasted several hours and caused significant problems for our customers.
+Added: Any such future outages could cause damage to our reputation, customer loss and require us to pay compensation to affected customers for which we may not be indemnified or compensated.
+Added: • Our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis.
+Added: For example, our substantial dependence on DXC for many of our systems makes it difficult for us to switch vendors and makes us more sensitive to changes in DXC's pricing for its services.
Our success depends on maintaining the integrity of our systems and infrastructure, which may suffer from failures, capacity constraints, business interruptions and forces outside of our control.
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Much of the computer and communications hardware upon which we depend is located across multiple data center facilities in a single geographic region.
−Removed: Our systems have in the past been and at any time, including in the future, could be damaged or disrupted by events such as power, hardware, software or telecommunication failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism, break-ins, hostilities, war or similar events.
−Removed: Computer viruses, malware, denial of service attacks, ransomware attacks, attacks on hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents or other security incidents, and similar disruptions affecting the Internet, telecommunication services or our systems have caused in the past and could at any time, including in the future, cause service interruptions or the loss of critical data, preventing us from providing timely services.
+Added: Our systems have in the past been and at any time, including in the future, could be damaged or disrupted by events such as power, hardware, software
+Added: or telecommunication failures, human errors, natural events including floods, hurricanes, fires, winter storms, earthquakes and tornadoes, terrorism, break-ins, hostilities, war or similar events.
+Added: Computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents or other security incidents, and similar disruptions affecting the Internet, telecommunication services or our systems have caused in the past and could at any time, including in the future, cause service interruptions or the loss of critical data, preventing us from providing timely services.
For example, in April 2021 our subsidiary Radixx announced an event impacting its Radixx reservation system.
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Contingencies, to our consolidated financial statements for additional information.
−Removed: In addition, in April 2021, our subsidiary, Radixx, announced that it has experienced an event that impacted its Radixx Res™ reservation system.
+Added: In addition, in April 2021, our subsidiary, Radixx, announced that it had experienced an event that impacted its Radixx Res™ reservation system.
An investigation indicated that malware on the Radixx Res™ reservation system caused the activity.
−Removed: Based on the investigation as of the date of this Quarterly Report on Form 10-Q, Sabre’s systems, including GDS, Airline IT, SabreSonic passenger service system and Hospitality Solutions systems, were not impacted, and the investigation indicates that the Radixx database containing customer information was not compromised in this event.
+Added: Based on the investigation, Sabre’s systems, including GDS, Airline IT, SabreSonic passenger service system and Hospitality Solutions systems, were not impacted, and the investigation indicated that the Radixx database containing customer information was not compromised in this event.
The costs related to these incidents, including any additional associated penalties assessed by any other governmental authority or payment card brand or indemnification or other contractual obligations to our customers, as well as any other impacts or remediation related to them, may be material.
−Removed: Any computer viruses, malware, denial of service attacks, ransomware attacks, attacks on hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents such as the items described above, or other security incident or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.
+Added: Any computer viruses, malware, denial of service attacks, ransomware attacks, attacks on, or exploitations of, hardware or software vulnerabilities, physical or electronic break-ins, phishing attacks, cybersecurity incidents such as the items described above, or other security incident or compromise of the information handled by us or our service providers may jeopardize the security or integrity of information in our computer systems and networks or those of our customers and cause significant interruptions in our and our customers’ operations.
Any systems and processes that we have developed that are designed to protect customer information and prevent data loss and other security incidents cannot provide absolute security.
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Failure to prevent or mitigate data loss or other security incidents could expose us or our customers to a risk of loss or misuse of such information, cause customers to lose confidence in our data protection measures, damage our reputation, adversely affect our operating results or result in litigation or potential liability for us.
−Removed: While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, this insurance coverage is subject to a retention amount and may not be applicable to a particular incident or otherwise may be insufficient to cover all our losses beyond any retention.
+Added: While we maintain insurance coverage that may, subject to policy terms and conditions, cover certain aspects of cyber risks, this insurance coverage is subject to a retention amount and may not be applicable to a particular incident or otherwise may be insufficient to cover all our
+Added: losses beyond any retention.
Similarly, we expect to continue to make significant investments in our information technology infrastructure.
The implementation of these investments may be more costly or take longer than we anticipate, or could otherwise adversely affect our business operations, which could negatively impact our financial position, results of operations or cash flows.
−Removed: We rely on the availability and performance of information technology services provided by third parties, including DXC, which manages a significant portion of our systems.
−Removed: Our businesses are largely dependent on the computer data centers and network systems operated for us by DXC, and its third-party providers, including AT&T, to which DXC outsources certain network services.
−Removed: We also rely on other developers and service providers to maintain and support our global telecommunications infrastructure, including to connect our computer data center and call centers to end-users.
−Removed: Moreover, we outsourced our global enterprise resource planning system to a third-party provider, and any disruption to that outsourced system may negatively impact our business.
−Removed: Our success is dependent on our ability to maintain effective relationships with these third-party technology and service providers.
−Removed: Some of our agreements with third-party technology and service providers are terminable for cause on short notice and often provide limited recourse for service interruptions.
−Removed: For example, our agreement with DXC provides us with limited indemnification rights.
−Removed: We could face significant additional cost or business disruption if:
−Removed: • Any of these providers fail to enable us to provide our customers and suppliers with reliable, real-time access to our systems.
−Removed: For example, in 2013, we experienced a significant outage of the Sabre platform due to a failure on the part of one of our service providers.
−Removed: This outage, which affected our Travel Solutions business, lasted several hours and caused significant problems for our customers.
−Removed: Any such future outages could cause damage to our reputation, customer loss and require us to pay compensation to affected customers for which we may not be indemnified or compensated.
−Removed: • Our arrangements with such providers are terminated or impaired and we cannot find alternative sources of technology or systems support on commercially reasonable terms or on a timely basis.
−Removed: For example, our substantial dependence on DXC for many of our systems makes it difficult for us to switch vendors and makes us more sensitive to changes in DXC's pricing for its services.
Intellectual property infringement actions against us could be costly and time consuming to defend and may result in business harm if we are unsuccessful in our defense.
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
−Removed: in the future.
+Added: We are currently subject to such assertions, including patent infringement claims, and may be subject to such assertions in the future.
These assertions may also be made against our customers who may seek indemnification from us.
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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
+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 enforceable.
In addition, policing unauthorized use of and enforcing intellectual property can be difficult and expensive.
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Our geographic concentration in the United States and Europe, as well as our expanded focus in APAC, makes our business potentially vulnerable to economic and political conditions that adversely affect business and leisure travel originating in or traveling to these regions.
−Removed: The COVID-19 outbreak has significantly and negatively impacted the global economy, including increased unemployment, reduced financial capacity of both business and leisure travelers, diminished liquidity and credit availability, declines in consumer confidence and discretionary income and general uncertainty about economic stability.
+Added: The COVID-19 outbreak has significantly and negatively impacted the global economy, including increased unemployment, inflation and supply constraints, reduced financial capacity of both business and leisure travelers, diminished liquidity and credit availability, declines in consumer confidence and discretionary income and general uncertainty about economic stability.
Furthermore, recent changes in the U.S.
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In addition, the terms of the U.K.’s withdrawal from the E.U.
−Removed: 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: 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")
+Added: refunds on transactions between the U.K.
and the E.U., and may cause us to lose customers, suppliers, and employees.
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laws to replace or replicate.
+Added: In addition, the current military conflict in Ukraine and the related imposition of sanctions and export controls on Russia and Belarus has created global economic uncertainty and contributed to inflationary pressures, including fuel prices.
+Added: A significant escalation or expansion of economic disruption, the conflict's current scope or additional sanctions and export controls and actions taken in response to these sanctions and export controls could disrupt our business, broaden inflationary costs, and have a material adverse effect on our results of operations.
We operate a global business that exposes us to risks associated with international activities.
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(2) adverse laws and regulatory requirements, including more comprehensive regulation in the E.U.
−Removed: and the possible effects of Brexit;
+Added: and the continued effects of Brexit;
(3) changes in foreign currency exchange rates and financial risk arising from transactions in multiple currencies;
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(9) export or trade restrictions or currency controls;
−Removed: • governmental policies or actions, such as consumer, labor and trade protection measures and travel restrictions;
+Added: (10) governmental policies or actions, such as consumer, labor and trade protection measures, travel restrictions, sanctions and export controls;
(11) taxes, restrictions on foreign investment and limits on the repatriation of funds;
(12) diminished ability to legally enforce our contractual rights;
−Removed: • decreased protection for intellectual property.
+Added: and (13) decreased protection for intellectual property.
Any of the foregoing risks may adversely affect our ability to conduct and grow our business internationally.
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We have a significant amount of indebtedness.
−Removed: As of September 30, 2021, we had $4.8 billion of indebtedness outstanding.
+Added: As of March 31, 2022, we had $4.7 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.
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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 September 30, 2021, we had outstanding approximately $2.8 billion of variable debt that is indexed to the London Interbank Offered Rate ("LIBOR").
−Removed: 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.
−Removed: Any of these developments could cause LIBOR to perform differently than in the past or cease to exist.
−Removed: If a published U.S.
−Removed: dollar LIBOR rate is unavailable, the interest rates on our debt indexed to LIBOR will be determined using various alternative methods set forth in our Amended and Restated Credit Agreement, any of which could result in interest obligations that are more than or that do not otherwise correlate over time with the payments that would have been made on this debt if U.S.
−Removed: dollar LIBOR were available in its current form.
−Removed: Any of these proposals or consequences could have a material adverse effect on our financing costs.
−Removed: Moreover, our interest rate swap agreements designated in a hedging relationship utilize one-month LIBOR and have maturities that extend through 2021.
−Removed: Derivatives, to our consolidated financial statements.
+Added: As of March 31, 2022, we had outstanding approximately $2.2 billion of variable debt that is indexed to the London Interbank Offered Rate ("LIBOR") consisting of Term Loan B for $1.2 billion, Term Loan B-1 for $400 million and Term Loan B-2 for $634 million.
+Added: In July 2017, the Financial Conduct Authority announced its intention to phase out LIBOR by the end of 2021, and subsequently extended the phase-out date to June 30, 2023.
+Added: See " Management's Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources —Senior Secured Credit Facilities" for the estimated impacts of this change.
+Added: We intend to seek an amendment with our lenders of Term Loan B prior to June 2023 to provide for a transition to the Secured Overnight Financing Rate ("SOFR") or another alternative to LIBOR in anticipation of its discontinuation, but there can be no assurance that we will be able to reach an agreement with our lenders for any such amendment or that the incremental amount of any interest pursuant to such amendment would be significantly less than current requirements.
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, 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.
+Added: 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.
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.
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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 September 30, 2021 contained goodwill and intangible assets, net totaling $3.1 billion.
+Added: Our consolidated balance sheets at March 31, 2022 contained goodwill and intangible assets, net totaling $2.9 billion.
Future acquisitions that result in the recognition of additional goodwill and intangible assets would cause an increase in these types of assets.
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.
−Removed: 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.
+Added: We evaluate goodwill for impairment on an annual basis or earlier if impairment indicators
+Added: 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.
We record an impairment charge whenever the estimated fair value of our reporting units or of such intangible assets is less than its carrying value.
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Because we operate globally, the nature of the uncertain tax positions is often very complex and subject to change, and the amounts at issue can be substantial.
−Removed: It is inherently difficult and subjective to estimate such amounts, as we have to determine the probability of various possible outcomes.
+Added: It is inherently difficult and subjective to estimate such amounts, as we must determine the probability of various possible outcomes.
We re-evaluate uncertain tax positions on a quarterly basis.
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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 September 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 March 31, 2022, and, accordingly, have not provided deferred taxes on any outside basis differences for most subsidiaries.
We establish reserves for our potential liability for U.S.
−Removed: taxes, including sales, occupancy and VAT, consistent with applicable accounting principles and in light of all current facts and circumstances.
+Added: taxes, including sales, occupancy and VAT, consistent with applicable accounting principles and considering all current facts and circumstances.
We also establish reserves when required relating to the collection of refunds related to value-added taxes, which are subject to audit and collection risks in various countries.
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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.